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HomeMy WebLinkAboutJ.P. MORGAN CHASE BANK, N.A. 1A - 2015IN5UHANCt ON FILL: WORK MAY PROCER[) UNTIL INSURANCE EXP R _8 CLCRK OF COl1NCIL DATE b -ti3 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. sb B. The term of said Agreement was three (3) years effective January 1, 2010 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): 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. A- 2015 -303 NOW THEREFORE, inconsideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. 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 sun 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 h 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} IN WITNESS WHEREOF, the parties hereto have executed the Agreement the date and year first above written: ATTEST: CITY OF SANTA A -.... to 0 - /)V` -may MARIA D. I -IUIZAR d DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARAVALHO City Attorney Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: BANK. a? Francisco Gutierrez, Executive Director �erwin Deese, Vice President Finance & Management Services Agency Government Banking JPMorgan Chase Bank, N.A. Tax ID# 134 -99 -4650 EXHIBIT A JT Morgan Ahri 1 30, 2010 Christine Duarte Treasury Manager City of Santa Ana 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, online solutions, liquidity and short term investment solutions, and image technology solutions. JI'Morgan Cl we 0,10, N.A. 17875 y'nn Kuonun Acenne, Pfin,r I. k, m,!. CA 92651 'Yelaphone: 940-03-4739 Dedicated Client Service Team: While we enjoy the benefits of a global organization, J.P. Morgan recognizes the importance of local delivery. As a J.P. Morgan client you will bp 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 time 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. Morgan, we will waive all fees for the first three full months of Banking services. Stability & Commitment: In these turbulent and uncertain tlmes in the financial markets, it is important to do business with a strong and steady financial partner like J.P. Morgan. 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 outstanding 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 rneet 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, — �kl 3 Amy Rutz Vice President, Relationship Manager 3r'b4abnn Chase Bank. N.A. 17M5 Von Kansan Awnuc, How I. hdw. CA 9_201 TClnphona; 949 -811 -4719 April 30, 2010 RFP 10 -013 ,. T 1V1Caro -an Proposal for the City of Santa Ana JE Morgan This document was prepared exclusively for the benefit and internal use at 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 be provided by J.P. Morgan. J.P. Morgan is a marketing name for the Investment Banking, Asset Managernent 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, N.A. ( "JPMorgan Chase Bank ") and its banking affiliates. J.P. Morgan deal team members may be employees of any of the foregoing entitles. All cash management arrangements, including pool implementations, are subject to the satisfaction of legal, tax, and credit due diligence. The Agency will be required to sign an agreement with J.P. Morgan, J.P. Morgan does riot 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 its 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 6,032,137. 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 "confidential" and may not be copied, published or used, in whole or in part, for any purpose other than as expressly aulhonzed by JPMorgan Chase Bank, N.A.. © 2009 JPMorgan Chaso 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 2001: 'To help the United States government fight the funding of terrorism and money laundering activities, U.S. law requires banks and certain other financinl 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 19 J.P. Morgan supports sustainable business practices and adheres to the principles of environmental suslainability wherever possible. _.___.. Paige I June 15. 2010 Christine Duarte Treasury Manager 20 Civic Center Plaza, M14 Santa Ana. CA 92703 Subject: Best and final Response to RIT No. 1M13 for Banking Services Deco Ms. Duarte. JPMcrrgan Chase Bunk ( "J,P. Mcrgim ") is pleased at have the opportunity to help the City of Santa Ana (the "City ") achieve and maintain a world -class treasury and finance operation. We know meeting these financial management objectives is criticol to your mission and to meeting eormitueu expectations for service excellence. This fetter constitrdes ofir `l esy_ and Final" fie' rr g!q (1,re�RFP No. IO.Ol3 for 6rEnkiitg Servi nr the Calf Sair(�A na You may have noticed in our pniposal that we auggcsted some new treasury services such as Remote Deposit (check image deposit) as well as a purchasing card program. The City will he able to select and implement prgductx and services from J.P. Morgan [hit( we know me impodant to you. We will Ise prouetive in listening to your needs and finding the right answers. While these solutions ecin be essential fools for many of our clients. we rely on in- person assessment work with your term to fully design the most appropriate banking platform for your futuro. In order ip as.,vivt with the 'it L e,1 ntla Ana v tnmsit(Si>f_LQu/ 1'. b rIga —n "e!rt�Jfer a conversion a(lrnranee egaa!-,to_j„2 months ofaenn;utt anal charges np (n �k- f5,0001vith a floor of $30 0000 loan;, Urn Ara! emt(rnc! rear Inn .ce( gory ros-LS nrcurred irr thvlrroeess aJ roaring tour hnrskine+ rtlatrgi!g1lig �o iu,_:, The floor amount will be in place to ensue that the .$38,500 of conversion costs estimated by the City are covered fully. If tho City incurs less than 530,000 of analysis charges in the first contract ycur, the remaining balance of conversion allowance will be carried over past the I irst year until 530,000 in charges is reached We would also like to clarify the term tength of our pricing proposal drat was uriginally offered. At addiction to the voRgarted Urraer rears thc!grjcing off ered in otv nrrirnnal will retndpltgc "need threnwhoul the two on }aar renewal option.(._ 'Jlris will lock in the proposed pricing for five years if the City chooses to extend the relationship after the initial three yc:us contract. Along with the ndjusi rents in the offered conversion allowance and thee pricing contract length we would also like to extend an increased Earnings Credit Rule ( "'F ;CR') to the City. }Ve ririSiL+L.(iv rtra+re Cd an li(.'R of l9,AO %,got it we are rgas'ing tlra! to 0- 70r7o. 1,P.Motgan values the stable depository balances that municipalities provide and we believe than you should be compensntnd for [hose balances. We hope that the. higher GC R helps to cover costs incurred as it relates to converting to J.P_Morgan along with the aforementioned conversion allowance. Should you have questions regarding our "Best and Mind" proposal response, please du not hesitate to contact us. We are eager to begin a successful rckuionship with the City of Santa Ana. S once( d} Amy Rutz Vice President, Rclatiotmhip Manager Hanish Patel Vice President. Tto;oiury Stiles Manager 17F-Ii Von XIT-11 Avenue, Irvin(, U 52614 Telephane- 949833 17 39 Fa aye " ^: 949,833 -4737 any -n 7'�JpmchasO.eom JP Morgan S W.11!lY1L g4A n June 15•'2010 Christine Duai tc Treasury Manager 20 Civic Center Plaza, M14 Santa Ana, CA 92702 Subject: Best and Final Response to RFY 1n. 10 -013 for Banking Services Dear Ms. Duarte, NMorgan Chase thank ( "J.P. Morgan ") is pleased to have the opportunity to help tire City of Santa Ana (the "City ") achieve and maintain a world -class treasury and finance operation, We know meeting these financial munagement objectives is critical to your mission and to meeting constituent expectations fur service excellence. This letter eoaatitate.c ar our fifes[ and Final" e f(trlrc I2(�'1'(e'o. 1t1 -11 , ??�itr Bt {nj(ing, Servirc or the Ot,} ofaSrrnra Ana_ You may have noticed in our proposal that we suggested some new, treasury servicw.s such as Remote Deposit (check image deposit) is well as a purchasing card program. 'Pile City will be able to select and implement products and services faun J.P. Morgan that we know are important to you. We wilt be proactive in listening to your need's and finding the right answers. While dense solutions ran be essential tools I'or many of our clients, we rely on in- person asscasmenI work with your team to rutty design the most appropriate banking platform fur your future, I ri rrder to assrcr wit11.1 _C'lry nPSanta Ana s'ts�rZitisr to J.P. Aforean, we ntll r�f+tLra conversion allowance eaual f5r.1_2 mwah,v o .account ritta-tyLij cliqqk.uip rn 4,5 0,0,0 rtttlh at oor of�h"30 000 dunng the j' '�t contracf�rr to nJj<e7 any c s s it curred nr OIL Lmoms ojtrtbriux vartr baukinc rcle {lion,? P Lo im The floor amount will be is place to ensure that the $28,500 of conversion costs estimated by the City are covered fit] ly, If the City incurs less than 530,000 of analysis cIlarges im the first contract year, the remaining balance of conversion allowance will be curried over past the first year until ,'±30.000 in charges is reached. We would also like to clarify the term length of our pricing proposal that was originally offered. 6r ddhLej?qo (j;p currtrucred rttr :eeirti, ihetrric r. o eyed i t our urn oma wif(r4might unettatnged JfirriuyJtou(Ate o w one -Ysur rertewrd p fir »as•: This will lock in the proposed facing foi five years if the City chooses to extend the relationship after the initial three Yeats, contract. Along with tire adjustments in the offered conversion allowance. and the pricing contract length we would also like to extend an increased Earnings Credit Rare. ( "F'Clt ") to the Chy. YY'e arigirtul7v turn ed nn R of D. 60% and we are inereasirr Jl, t t ZE170 J.NAlorgan values the stable depositary balances that municipalities provide and we believe that you should be comimisatcd for those balances. We hope that the higher EC.R ftelps to cover casts incurred as it relates to converting to J.P.Morgsn along with the aforementioned conversion allowance. Should you have questions regarding our "Best and Final" proposal response, please do not hesitate to contact us. We are eager to begin a successful relationship with the City of Santa Ana. Sincerely 1 - /fish Amy Rutz }tat Patel %^'ice President, Relationship Manager Vice Presidwil, Treasury Sales Manager 17 75 Von Korman Avenue, INinO, CA 92614 Telephone. 94981.: x739 Fars:m9e: 949-833-4737 airy, a :C: 1pmrnaw.com Proposal for the City of Santa Ana J.PMoryan 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 /Financial Information ..................................................... .............................58 Scopeof Services ................................................................... .............................61 General Provisions .................................................................. .............................63 Legal Requirements 63 Other Requirements 64 Alternatives and /or Options 67 Additional Banking Services 69 Exhibit C — Additional Insured Endorsement ........................ .............................70 Appendices Appendix 1. Performance Monitoring Reports Appendix 2, Business Resiliency Overview Appendix 3. Sample Account Analysis Reports Appendix 4. Sample 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 Page ii EXHIBIT A PROPOSAL FOR BANKING SERVICES. City of Santa Ana Proposal Submitted by: Amy Rutz Bank: JPMorgan Chase Bank, N.A. Address: 17875 Von Kerman, Floor 01, Irvine, CA, 92614 This proposal contains all of the information requested in the Request for Proposal, including the following: 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 participationfsupport for community improvement in Santa Ana. 7. Reference list 8, Additional Insured Endorsement 4 � , r - Bank 'icer's s6gnatur Amy Rutz Typed Name Vice President, Public Sector Relationship Manager Title 949- 833 -4739 Telephone Number 6 P,nyayal for the City ni Santa Ao* �^��l�� K�M� orcyan I I/'^`''v~x.'n`',.m.'�unve'�".,,m/,~�w.`, J.P. Morgan ancourages transpanency and understands that communication is the key to healthy business relationships. As the City of Santa Ana's Relationship Manager, Amy Rutz will work with the City to schedule requests for data, audit confirmations and on-site visits. The City's Dedicated Relationship Team J,P. Morgan recognizes the importance of providing prernier client service. We take a consultative, team approach to building relationships with our clients. Part of our commitment is having the appropriate individuals assigned to the City's relationship learn. A skilled relationship tearn, ruade up of professionals with a variety of expertise, will provide individual answers by taking tirne to understand your business, listening carefully and proactively providing targeted ideas to energize your business, ,,m/, / Tho City's Relationship Manager and Banker, Amy Rutz, will: ' Oversee the overall relationship ^ Offer ovmpoii\ivorates Provide relevant credit options Offer appropriate investment alternatives WE pugeo Proposal for the City of Santa Ana 11 ?Morcran 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 became available 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 Ww Moe— — e... t J ;6, 1 ., r,,, ;pq{ka 1 do ur.'r : oat t <)r prr(ti Nair K.. tls; rn-di; rr r..rNrim urtn4titr ,.,,, 1 s t,,, Pf 0' hoo r,n140 i1w w ifPm lac hanrtterf. Yes. Recognizing the importance of providing premier client service, J.P. Morgan is committed 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 J,P. Morgan uses a cross - product support approach to customer service. If Georgina is unable to resolve issues at the initial point of contact, she will engage the appropriate J.P. Morgan department(s) on your behalf. Our CSPs 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 CSP, Georgina will be the primary contact for any inquiries, comments or concerns. She can be reached during business hours at 520- 878 -2318. ° lit o fits•.+: roU-U o^ r;toWtf r ro . , e {,to m, .soi vwr rime jY, 4to if, 'aP .1:p}`?o W? Whaf hoiwt m Itve phflrtN Yes. Although all inquiries can submitted via contact with your CSP, we also offer client 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. Cash Letter Services — 7:00 a.rn. -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 5:00 p.m. PT. Hours of the Tampa ACH client service team are 5:00 a.m. to 3:00 p.m. PT, Monday through Friday. Page 3 Proposal for the City of ;Santa Ana J Morgan Wires 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 5:00 p.m. PT. Technical Support Our Technical Solutions Group fTSG) is available to assist you with your J.P. Morgan ACCESS inquiries around the globe Sunday 5:00 p.m. PT through Friday 5:00 p.m. PT. i i. vrn= , e. =rr .,. n, 1r ,, , , „, "bn s ,.,p,ar +at +na rs<,at.3 f,v 91w rr,r;td p +'atr, Hwhidin €{ iw✓✓ m- nt, f, wr , u10 1,! _P.,P,u .,., rr>, Wt,;,, a ,l r,,f ftnnz r„ r, i +,o C, lr uttk.,na<; °,=;m man%ratod fo tfrw 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 is experienced or expected, the City will be notified online via postings to J.P. Morgan ACCESS or by telephone contact from your dedicated CSP. Please refer to Appendix 1 for sample reports of performance monitoring, which outline the types and length of service interruptions. Please refer to Appendix 2 for a copy of our Business Resiliency Overview. it 5 M,J , i?h, r t < , , yq }< ,,, t.n R ,,2r itk9 qo aWv'Ir t/.,Im J,P. Morgan continuously monitors the performance of the products and services we offer. Many measures are reviewed and monitored by key managers and resolution leaders, including senior executives on a daily, weekly, and monthly basis through a variety of performance management processes described previously. 8enchmarking 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 work 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 Depositary Service We monitor the performance of all of our service areas. We measure implementation time, inquiry resolution and professionalism for all services. In addition, we also monitor specific metrics for a given service or product to help ensure quality levels meet company and client standards. Controlled Disbursement Among the key operational measures we track related to Controlled Disbursement Services, are the following: Controlled Disbursement Timeliness Rate — Final Presentment Controlled Disbursement Reporting Accuracy Rate — Final Presentment Page 4 Proposal for the City of Santa Ana JPMor an 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. Wires 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 Qualify Following is a brief overview of our client satisfaction measurement process. Objective: Measure and Improve the Client Satisfaction with: End -to -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 page 5 Proposal for the City of Santa Ana J:PMorcran 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 New 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 Effective 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, functionality 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 Page 6 Proposal for the City of Santa Ana JYM:oraan 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 Jx=,r nth• .:any :, r +P .`r)n: , .+ a : !,,, e. +n e 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 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. I 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. Bank 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 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. 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 _.. Page 7 Proposal for the City of Santa Ana JTMor (yan 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 improvement and best -in -class performance. BA1 Critical Quality Indicators In addition to measuring the 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 time these were developed) 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 assigned resolution owners and corrective actions taken as appropriate. Client Experience and Touch Point Review The Client Experience and Touch Point Review meetings are cross functional 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-Ievel 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. Client Care In instances where clients experience systemic or recurring challenges relative to their 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 Page a Proposal for the City of Santa Ana JTMorga.n root cause analysis, develop recovery strategies or action plans and implement solutions that eliminate existing barriers to consistent, high quality service delivery. Overall, the combination 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, expert resources ensure a focus on excellence in approach and an ongoing commitment to deliver the highest quality products, services and solutions in the marketplace today. rr Nr,P f., , �, it . 't:,b= r .�.:..• z t r.: ibis; b d ' f n,: e>v. t ., . rot "v� u ! , 4r.I;li rr ,i, ;',� qpg w .t. ;imr .rF r', <EWi, ,•r tlm. ucaur `tv Ix.ant. ;rre ins r 4;7 +:'„ 1 . „ "•t or If ° + wm' ;,f, p4fvf *ti ic, thr f"i'41 w0laci far dw a 'f rsP,0 infld,'r AnV ii rs t;w 11: =P2 "ri ,, +,ir atY=11Vt t �v'i �.f S::_ettFarg Rfr=�f QP..It {IH 1:11y •, a §`�� ",IAen.J,.y�ji ,<rf"IP u . '40­1 �, < [,.r, f , 5r � LirczG °. Feu ttor Ci;i' r nF , V -'W 11o'W w 11V u, n7 ,e"", ev ., coiW Hagan 1 ?f •hr tsra +t &re .h 'rrre. Jifi,w or' %, + ol.qva la I hr, " wfiwd of 1r. ?Vmf1 sd " MX " ;' fdw tmv 1so7itre.uN b'W sk aef r.r . ' , d1rv, rt.r7 yr.r •s;e ti a, n,e feII'1s t �,. €>E'. )hh Kann .. "'4b :dr+fiwr . co, pr ae j ttd .7, u,;ar.. N F h1Vkj'i' tIjn is :rah a x %r,c Ai 0x .cl,he fr . o wM,, aoh). } Pf'i,p{ it <rytrd tm u J to q,n r,Idfr fo Me 04 t"'s b'lah bat,'2m vs. J.P. Morgan accepts compensation in fees, balances or a combination of file two. There is no difference in unit prices based on method of compensation Fee Compensation: Customers can generally earn higher rates on investments than banks can pay in earnings credit. It a company chooses the fee compensation plan, it manages its accounts to minimize collected balances and does not use balances to offset any service charges. The total service charge will be debited from the designated accounts. Balance Compensation: Customers choose to leave balances in their accounts to offset service charges. Accounts earn service credits (Earning 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 sufficient to support activity, the difference is charged to the customer by direct debit to the account or, in certain cases, invoice. The Earnings Credit Rate is the rate used to value your average investable balance. J.P. Morgan assigns this rate considering prevailing market and competitive rate conditions. The rate is based on the average of the current month's weekly auctions of the 91 -day Treasury dill rates and rounded down to the nearest five basis points, less management- determined basis points. M, t" 'w' ; ,r, Asir �d CWNii 1t rf,- if ("M :rmt how tr is *.t7!7 /J: ?tea -1 .rrxaf s1,�ticzp Is !d trraf to 'm '13' r „ 1 .u. J.P. Morgan analysis earnings credit is a marri, d rate and is not tied to an index. The Earnings Credit Rate (EGn) as of March 2010 we 0.600 . Rased on historical rates, our managed rate fends to be higher than indexed rates. J�.M gan is offering the premium managed earnings credit rate to the 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 is equal to the collected balance and the exception is the less common instance when there are negative collected funds in the account. The Earnings Credit Allowance is calculated as follows: Avg. Investable Balance x ECR x Actual Days in Cycle / Actual bays in Year Earnings Credit Allowance Page 9 Proposal for the City of Santa Ana 4 r, p . ,, Jv - n;ov+ i[, J:P.Moruan e rkir"�ilYa Apn1.2009 0.60% October 2009 0.60% May. 2009 0,60% November 2009 0.60% June 2009 0.60°1 December. 2009 0.60% July 2009����. 0.60 %a Jan. 2010 .. ., 0.60%..._ — August 2009 0.600% Feb 2010 0.60 °b September 2009 0.60% Mar. 2010 .0.60 #- i,airas n rdof.W tine ^., amt l hoo t'e.rrr s tr a,Jz OW f VI r,�xr5 snrearY, 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 / Days in the Year) Deposit Insurance Fee 1h Fe. rt �,,4w.f -r; , m : ix artefmO?Ji -r. Rrcrntisl4`. Ou.7l we;y, Se ^rrri- linttuAtty. J.P. Morgan clients are usually billed monthly. Other billing periods are subject 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. .6" Acoov r 4 f;.<, rr t t tavrf6 bib On41w, 2 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 If 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. th,iv hr .q zr €¢r i, 'ar:,t > prs('inq xx tnrta -n(eN fss fm plop') ,at be fixes {? 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 the initial contract term will be agreed upon by our fine and the City of Santa Ana,iS "� Page '10 Proposal for the City of Santa Ana JYMoruan j)r , , .rc.;[ ,z ,_ • +rH ;. r,.. •, tt hrt.tU+ 'Reel a hv3[t,< rc{7iFJi +Y t,O-- tfn'tii➢eiY +,v L+ J.P. Morgan charges for the use of daily uncollected funds by applying a variable overdraft rate (based on Prime). This is 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 assessed on a per- occurrence basis. These fees may be offset by Earnings Credit Allowance. Your Relationship Manager, Amy 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. t;> trt V141H tfrxrrp;,'ar hvl ifirfied'!'i,°rr ftt ";m( owi, .;rt 4?V' 9 <4:fr4'mf"roV. 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. ta,a rrr 3a a, ehz wfr prq+e-h 01 M,0e 0 0 ntv rr�ft<.- anFt x.'. =;� rlrsxf r:,r #,? sj�p+ =,a: oer P.� >r E3rtnd: tf ernf�fy °i�: z a ,.=w }& ,enff fi fit'dt r,serr w jo ,ur? . Please refer to Appendix 3 for a copy of our sample account analysis reports. Please refer to Exhibit B — Consolidated Bid Form for information regarding specific cost or fees. iYr p = ;d�lF iii ` t,; ifowrmq fir. irYt:i 3 ::7ag�trtt +rr t ike °raarz!df ir=r t twit {r- a.rx; +<4If Daylight Overdraft: J.P. Morgan does riot charge for either intra -day credit (IDL) or intra -day liquidity (Fed daylight overdraft) usage at this time, which is 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 as follows: Avg. Investable Balance x ECR x Actual Days in Cycle / Actual Days in Year Earnings Credit Allowance Page 11 Piciposal for the City of Santa Ana JTMoroan .. .. ld dt [p lit n c The City of Santa Ana will have the ability to retrieve dally balance and transaction reporting, online. The City's primary information reporting and transaction initiation tool will be the wole-based JR Morgan ACCESS systtern. J.P. Morgan ACCESS is available 24 hours per day, seven (7) days per week (excluding minimal maintenance periods) and is accessible using any windows -based computer with Internet capability. Using J.P. 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 imported into all common spreadsheet and database programs and includes account balances, along with all pertinent float information. J.P. Morgan ACCESS cash reporting services provide balance, transaction and other treasury management information for DDA accounts at J.P. Morgan, as well as accounts at other institutions. Both U.S. dollar and non -U.S. dollar information can be consolidated for reporting purposes, Any transaction posted to your DDA is reported with associated reference numbers, float and descriptive text. .v4rt, f gu, s A a C� i {# 0 t.. �v . ` Saxe '`•`�,mfst.F. &�.mt#s, ; #.,?2+.; .r3�,�H,�a«�Z %stn Ua>3 'cf�` JPMorgan Chase? # e.d¢n M Page 12 Proposal for the City of Santa Ana JTMor�;an Designed to be efficient, 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 online: 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 (Individually 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. Wo offer a Tong -term storage archive, which saves information for no less than seven (7) years and up to 10 years. .',US 1.4 r, nId, t l', im; ;',i lu,uCi j,aG� iLet itH dt ,tndi3l: J.P. Morgan ACCESS provides both prior and current -day reports including, but not limited to, the fallowing: Prior -Day Reports Balance Report —daily balance information, including closing ledger, collected, same -day available balances and total amounts for debits and credits posted to the account (J.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 posted 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 balances plus total amounts for debits and credits. In addition, month -to -date, previous -month and year -to -date averages are provided. Detailed listing 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 if provided by that institution. (J.P. Morgan and other financial institution accounts worldwide) Checks -Paid Detail Report — primarily provides the detail view associated to the Controlled Disbursement Funding Report posted check, ACH, adjustments and late presentment activity for current-day and historical periods (J.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 12 Proposal for the City of Santa Ana JTMoroan 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 on 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, Automated Clearing House (ACH) returns and ACH notification of changes (NOC) into one report. This 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. .- n.a' ,.. r.. ;r,,4i �aYA2, S �n O hUlel.ft01I"`nuns €ear 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. Paige f'l proposal for the City of Santa Ana J:PMoruan 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 prior -day information by 6 :00 a.m. PT with historical information available for up to 45 days. Reports can be viewed online, printed, downloaded (PDF 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. fit I e! Pre Hu I hx the DafiR ... 4i19e PsfemP J.P. Morgan ACCESS and its tools 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. Page 15 . Microsoft W indows@ XP (SP2) Microsoft Windows Vista Business (32 -bit) Operating System Recommended: Microsoft Windows XP (SP2) Note: J.P. Morgan ACCESS does not support the use of Apple Macintosh computers Microsoft Internet Explore f+ (IE) 7.0 and 6.0 browsers Browsers (128-bit encryption level) Recommended: Microsoft Internet Explorer 6.0 with Windows XP (SP2) Adobe@ Acrobat@ ReadedR 6.0` and above. Reader is used for the following products: Cash Balances and Transactions Reporting, Funds Transfer Reporting, eServe "`, Receivables Edge"" or Payables Web Services'"' i Recommended: Adobe Acrobat Reader 6.0.1' Sun Java TM Plug -in - 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, Liquidity Initiation, Receivables Edge, Supply Chain Finance, TITAN Online and Other Software Transaction Initiation. Recommended: Sun Java plug -in version 6 (update 3)" Adobe Flash@ Player 7.0` or later for Online Training. Compression software (WinZip(s7, etc.) - for clients who have elected He export. Microsoft Excel@ 2003 or above for clients using Cash Balances and Transactions Reporting to export data using °CSV Unicoda ", which supports multi -byte characters. Page 15 Proposal for the City o( Santa Ana ��N� ������� ^�,��1�8`,., - ���� u n.1nvxu,/ it, *^ny»nx*ua/~W*u'exr :O~mov' ffx^»��s,x,mo/w, J.P. Morgan offers two (2) primary storage options for archiving data, 1. Online via J.P. Morgan ACCESS Your primary information-reporting system, J.P. Morgan ACCESS, serves uaa portal into u web- based ,0000vi|iohnn\uu|Payab|ooVVob8omixoo(PVVS). page 16 Processor Recommended: 1 2 GI-Iz or higher Physical RAM 512 MB RAM irninIMUM) Installed Recommended: IGB RAM or more 300 MB available free space (mimmum) Hard Drive Capacity Recommended: 500 MB Internet connection Communications Recommended: high speed Internet connection with company aridlor personal firowall Monitor/ CA 1024 x 768 resolution, 256-color (minimum) Resolution Please check with your company's technical support department to ensure the following email addresses are not blocked, Foi Security Administration: Spam Blocking For Payables Web Services: Reverse Positive Pay: ReversePositivePavPWS@chase.com Internet File Delivery (IFD): ReconciiatiorsPWSCOchase,com For Receivables Edge Alerts: j.P. Morgan �tlrongly recommends user workstations are regularly updated with [important Windows and Internet Explorer security updates. Regular virus scans should be u n.1nvxu,/ it, *^ny»nx*ua/~W*u'exr :O~mov' ffx^»��s,x,mo/w, J.P. Morgan offers two (2) primary storage options for archiving data, 1. Online via J.P. Morgan ACCESS Your primary information-reporting system, J.P. Morgan ACCESS, serves uaa portal into u web- based ,0000vi|iohnn\uu|Payab|ooVVob8omixoo(PVVS). page 16 Proposal for the City nf Santa Ana � *�`Jul, ow` uu., omu m, v K��� ����� ��^X�l�/�`�^ p=� _j no..v�� Check inquiry features enable authorized users to: Retrieve images of paid checks Inquire on the status of an individual or range of checks Place and revoke stop payments Cineck images are available the day after tile check is presented and stored for seven (7) years. Additionally, the Cily will have the opportunity to decision Positive Pay items online, using check images, Positive pay. including image-based decisioning, is described in greater detail as part of the Disbursements section, below, 2. Stored Images on CD-ROM The One |nna0o CD-ROM ina convenient way |u retrieve, sort and categorize check images. Images nf tile front and baokot paid checks are captured, as well as reports and deposit tickets, and stored on CD- ROM for easy online access and review, The City may opt to use the pnint'and`diok interface io access reuond|rmont reports and batik to statement information. The City can use multiple levels of search criteria (such aa dollar amount, serial number, account number and paid date) and immediately retrieve any check image on your workstation using a simple, Windows-based, point-and-click Interface. The One Image CD-ROM also gives users tile ability to print copies of images, incorporate them into word processing applications or ernat, or even send them ou taxes directly from workstations, The One Image CD-ROM provides sharp images (sharper than microfilm), irnage rotation, zoorn capabilities and reverse video, v"g,',r Proposal for the City of Santa Ana JTMorcyan. 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 live business days after cutoff. oVUi- The following information is provided on incoming and outgoing wire transfers on either a current - or previous -day basis. Received from party (incoming) By order party (outgoing) Dollar amount Unique bank reference number Client reference number Paid to party 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 1° FED /CHIPS sequence number Onfine 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" I Transaction Detail Report: Same -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. Page 18 P,opupw| lot flke City ofSnn1nAna U K�l�� organ Zn Released uuppp^�e« ~5714990 oopoo0w1o:4nxwCDT ./o`:^. To check that a funds transfer was released, select the Transactions Released Today filter on the Funds Transfer Initiation main screen, To check for rejected transactions, select the Transactions Rejected - Today filter. You Carl open and modify the Value Date for any transaction that appears under the Transactions Rejected - Today filter. Proactive Confirmation Options In addition to the standard onfine reports available via J.P. Morgan ACCESS, there are two (2) products the City may use to receive notification of incoming and outgoing funds transfers proactively via "pooh'technology, Diro:tDeKvaV' Using Direct Delivery, notifications ate available via multiple rnethods including pager, fax, encrypted onoei. and ununorypte0 email. The City will ho able \o choose to have details nfa single transaction Sent to MUltiple individuals/addresses or by multiple mediums to the same person. The message for pager and unencrypted emaii is limited, displaying debit or credit, amount, date, and last 4 digits of the account number. With encrypted email, an authorized City user will click on a link to log into a wetlosite to see full details of the transaction. The information displayed in the encrypted emai|io also displayed in the fax. e6ewn Notification Request Notification Request enables clients to receive notification via any ennail-enabled device, It displays limited i^/o, nation (debit n/ credit, amount, date, time, request number, J.P, Morgan Reference Number, and last 3 digits of the account number), not full advise Information. The City can specify Ilip criteria for the notification, such as dollar range, date range, transaction number. The City can also change the criteria at any tirne via CiServe and can have multiple rules set Lip at any given time, Page 19 m�w//onnnd~x 'p�°M `. N�U�0 mmwa� u,nx,ne x^eF US wo'm*m*-uw omnkm 021000021 /v^wmtx^me ruwwnG, oamuo^: opwu DOMESTIC MONEY TRANSFER ow/emo"trxve mv ev � vane Date oomoomm ,aym,mxw^um von /»o — - rmo/u 26922640 L"tsmnoo' w714900 /oy/mwCDT Released uuppp^�e« ~5714990 oopoo0w1o:4nxwCDT ./o`:^. To check that a funds transfer was released, select the Transactions Released Today filter on the Funds Transfer Initiation main screen, To check for rejected transactions, select the Transactions Rejected - Today filter. You Carl open and modify the Value Date for any transaction that appears under the Transactions Rejected - Today filter. Proactive Confirmation Options In addition to the standard onfine reports available via J.P. Morgan ACCESS, there are two (2) products the City may use to receive notification of incoming and outgoing funds transfers proactively via "pooh'technology, Diro:tDeKvaV' Using Direct Delivery, notifications ate available via multiple rnethods including pager, fax, encrypted onoei. and ununorypte0 email. The City will ho able \o choose to have details nfa single transaction Sent to MUltiple individuals/addresses or by multiple mediums to the same person. The message for pager and unencrypted emaii is limited, displaying debit or credit, amount, date, and last 4 digits of the account number. With encrypted email, an authorized City user will click on a link to log into a wetlosite to see full details of the transaction. The information displayed in the encrypted emai|io also displayed in the fax. e6ewn Notification Request Notification Request enables clients to receive notification via any ennail-enabled device, It displays limited i^/o, nation (debit n/ credit, amount, date, time, request number, J.P, Morgan Reference Number, and last 3 digits of the account number), not full advise Information. The City can specify Ilip criteria for the notification, such as dollar range, date range, transaction number. The City can also change the criteria at any tirne via CiServe and can have multiple rules set Lip at any given time, Page 19 Proposal 'for 'the City of Santa Ana .J.PM0r(;d11 The City will have the ability to designate the rights of each user on the J.P. Morgan ACCESS platform. Products on the portal are designed to accommodate a wide range of security options, including requests for multiple transaction approvals, demands for separate "enter" and "release" functions for users, dual control among users, along with daily or transaction limits. The separation of duties and approval workflows provide mechanisms clients can use to help ensure that no personnel can perform transactions to commit fraud or compromise the integrity of the entitlement data. Client security administrators can assign these specific transaction initiation privileges to users. J.P. Morgan ACCESS security architecture provides authentication as well as authorization to ensure that each User is permitted access to only the applications and functions established and approved for their use. When highly sensitive (value- bearing or administrative) data is being transmitted between the User and J.P. Morgan, additional security in the form of a digital 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 -an In order to establish a session, the User must supply a valid User ID and Password. This validation is managed by commercially available single sign -on authentication software. Once a User sign -on is complete, entitlements are verified for each User. The User's J.P.' -, Morgan ACCESS screen displays only functions and accounts for - which he or she has been entitled access. RSA SecudDCP* Only certain functions within J.P. Morgan ACCESS will require an additional level of security: Security Administrator functions and Transaction initiation entitlements (Funds Transfer, ACH, and Liquidity modules). In these cases, the User must use their SecurlD device to sign on and release value hearing transactions. The SecurlD RSA token device is a small, hand -held device that generates a six -digit security code every 60 seconds: This is referred to as a "token code ". For these Users, the token code must be supplied with their ID and Password at sign on and again at the point of transaction release. SecurlD technology provides a high level of security 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 is quick and easy. 'SecurlD is a registered trademark or trademark of RSA Security Inc. in the United States and/or other countries. Administration The City's security administrators will maintain established authentication IDs and digital signature authority. Additional users can be established and approved using the online entitlement feature. As a standard practice, J.P. Morgan requires two security administrators to be, involved in user setup and maintenance to help clients maintain reasonable audit controls. Additionally, if security administrators are to have product functions, two other security administrators must prepare and approve the product function entitlements. Security administrators cannot request or approve product functions (e.g., cash reporting, wire initiation, eta) for themselves unless an authorized company representative has signed a special waiver. One security administrator establishes users for accounts, services (ACH initiation, wire initiation, balance reporting, etc.) and functions (transaction initiation, transaction approval, release, reporting, etc.), while a different security administrator approves the users for the accounts, services and functions established by the first security administrator. Pane 20 Proposal for the City of Santa Ana JPMoruan All actions taken within the portal are date /time stamped and associated to the user who performed them, providing a complete audit trail. Encryption — SSL Traffic between the browser and J.P. Morgan systems is protected via 128 -bit SSL encryption. Traffic on internal networks is also protected. _. P r ., s r ° , „ . �•, �• =t(p, i a, : rtl U *< e,N ;, s fwd Mflw' +w P_,t u.tht intsa t -Yti i. it ut :� fat . •f 1h, �1 ax.r.Bt 00,,� ctrra!, rri,rde tit < 10C 7, ✓ „ t ;. +,_. , 04 r' e %•.x� .;it , L t t J,e ,a tt f,- Anu Ofy^ f S ;O(1 fr'O 3,v, CO "Ito P il, lO :-If)n4 t Ar,a. 4 ,. ,:1fii. ,xr «I,t ­01 f r:.v , q.rYf „del,n; :zhdm ,f'd tt w cobt lir. ft,PNY C11101`v(A"MPt Our Santa Ana branch, located at 1300 N. Main Street, is less than a mile away from City Hall. R'fr t Oh w s.: to .inls tP tt , fl ,p <auaY$t'; C$St r',tEa ?' k, itSrw d faint ut The City will receive same -day ledger credit for any deposit made prior to established cutoff times. Cutoff Times for Same -Day Ledger Credit Same -day ledger credit is given to deposits received by the following cutoff times: Branch deposits — Cutoff times for deposits received at branches differ by location. Local branch management will inform your local representative of all cutoff times during the initial set up of your depository business. Los Angeles Vault — 8:00 p.m, local time. Electronic Check Deposits via IDD -7:00 p.m. PT Wire and ACH transactions are performed in real -time with funds received available for immediate investment. 0,tfwt;K3v tt7” arrk•r'np „s,l eu =,ftikrrftrr=rt€ ;rMlurlmgc= airy ,-ria-reatr. ; °unr$zrPre,+cfa ctp, •usiPS_EntHcx fesponsibic t tr + &e e!z; t <rg €7d'+atf sR(tp)trF,9 (f Cx 2. tF €'fkt -r9fi jrj35, L"tC.)'” We understand that each deposit is unique and that it may not always be convenient to organize deposits in a set manner, Our objective is to remain flexible for the City, J.P. Morgan's 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 on how the deposit is prepared. J.P. Morgan provides a Cash Services Product Guide that clearly illustrates the most advantageous manner in which deposits may be prepared. Clients who make high- quality, properly prepared deposits receive the most advantageous deposit processing pricing. 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) go to our corporate vaults using the plastic bags specifically made to accommodate large coin deposits, The bags should weigh less than 50 pounds. There are price incentives for preparing standard coin bags (sorted by denomination into Fed - standard dollar amounts), although we will accept mixed and partial bags as well. Page 21 Proposal for the OtyofSiffliaAnu K��� ��,��l"/�o1oan Bags J.P. Morgan tequires a tamper-evidenl, two-pouch "cash and check" plastic security bag, with one pouch being te-sealabip and the othei tamper-evident, One side of the bag must be clear to verify the contents, and the. bag number must be bar coded on the Outside of the bag. We also require the use of disposable plastic coin bags for coin deposits greater than $5.00. Provision of Deposit Bags J.P. M*/ganp/ovidos!IsdionbvMNutuesak>ourowvdppooKbwyvendnrukprah»r^sddiord prices. We have implemented a full-service program for ordeting, billing and crop-shipping deposit bags to client locations, Bags may be ordered online at www,chaseleags.com or by calling the vendor directly oiV6§'45O-DAGG(85O-468'2247) from 5:O0um. tn4:0Op,rn.i Additionally, your treasury management officer or client Services officer can assist you it you have any questions. We do not require clients to use [lie bank's bags. If clients choose to provide their own bags, our deposit bag specifications and standards of security, strength and durability Must be nnet. Supply Fees Deposit tickets and oVier supplies can be ordered directly from J.P. Morgan. Deposit tickets, endorsement stamps and depository bag fees are handled as a direct debit to Your account, while other depository supplies may bo charged through account analysis, pay*zx Proposal for the City of Santa Ana JYMoraan 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. 0" ^ Pq th, ..,Awi qgA- ,rimy, -. A,, prr:;'s ,rrr; tr „cb, namlu,h, „eEnarrhY, 1 altt,) ilr f" Q111 ` ”, f ,' ❑tfffiamq "h,ji 6 -rtG rl _f'OUffel, wdf UC oarj4 yoei ti. !Hr, IL -,. Jt *!aiisr( tit .,:o.[ 000­1t pa s4, I,;mij S.iii?R; i. . "l Yes. As a global leader in check processing, J.P. Morgan is committed to staying on the cutting 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 (IDD) 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 solution) Page 23 Proposal for the City of 'Santa Ana Che ltk ire ro::.utae,7 at your office, droppbc *'k-`a andiu!' a>,alk in t- aJrrtent desks. J.P.Moroan Q'r ,y r, nivMJE. • < zw°*t P. -L imii'fB r +msxJa43 L �r �> Full opti ?al;fial'a< ter rer-ogni dory (4CR)! r+!Agne do ink character recognInon (MCR( ie;,d r Drip arism HAS sus S far add 1ttonul Insp�tion and ;i tua 1, MCR repair prior to rd",ttrig BASSI W to chaks ar a „x(hAltflhlq hb Ages. Dectsion Engina oir tit nattp not payment.cl -rt,6k Lased or, AFk care tructton, mtili eilgibiil f,AK aptraut, end otYiel hiMilcal irlfaY ma d on, f Vq ,F Remote Deposit Overview CP.'IVBYPY � Cr "C +': anta lIN CreCkI, A re C;ak rcra a4b5t111t F.v:f'.:. City payors initiate the process by submitting payments via drop box (emptied daily), office visit, or U.S. mail (lockbox) in- person payments and person- not - present payments are endorsed and run through the scanner Relevant user - defined remittance data is entered (e.g., up to 10 additional fields of information configurable to each client's requirements — account number, customer name, etc.) A check presented in- person is marked so the checks cannot be reused. The voided check is handed back to the presenter, along with a receipt validating their acceptance of the conversion. The City retains another copy of the receipt, which has been signed by the consumer, for two years (in accordance with NACHA requirements). The City follows the applicable document destruction policy: We recommend that the original paper checks be destroyed after 14 days. The image repository holds the images for 13 months and is accessible via the Internet. Items can be scanned, virtually encoded and uploaded on a 24x7 basis. IDD Standard - -- Account is credited on a same -day basis with availability assigned via the applicable availability schedule IDD with ACH — ARC- eligible checks and nonconvertlble 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 schedule. Pag,> 24 i27+tM i tir)A �a hl irt'H 111 atSBi i r:kI al'e d,and eA 'Y race -r Lmlmts aVrilabiq fCr 2K . Ch?ak. are ontal'VJ =d, <0IL prital larrrottd n1vitth'. eI- ar'edVia t canner be reused, ilr,a ®e esd-r<nYge. . Th,(.r,Pcrs ark: 5t1r'edd8d axardina to AfH, Check.21, Company, andla JPPltYrgen Chue gu;dcHnes. Remote Deposit Overview CP.'IVBYPY � Cr "C +': anta lIN CreCkI, A re C;ak rcra a4b5t111t F.v:f'.:. City payors initiate the process by submitting payments via drop box (emptied daily), office visit, or U.S. mail (lockbox) in- person payments and person- not - present payments are endorsed and run through the scanner Relevant user - defined remittance data is entered (e.g., up to 10 additional fields of information configurable to each client's requirements — account number, customer name, etc.) A check presented in- person is marked so the checks cannot be reused. The voided check is handed back to the presenter, along with a receipt validating their acceptance of the conversion. The City retains another copy of the receipt, which has been signed by the consumer, for two years (in accordance with NACHA requirements). The City follows the applicable document destruction policy: We recommend that the original paper checks be destroyed after 14 days. The image repository holds the images for 13 months and is accessible via the Internet. Items can be scanned, virtually encoded and uploaded on a 24x7 basis. IDD Standard - -- Account is credited on a same -day basis with availability assigned via the applicable availability schedule IDD with ACH — ARC- eligible checks and nonconvertlble 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 schedule. Pag,> 24 Proposal for the City of Santa Ana JTM( rcfa�`] 4 An image quality analysis (IQA) is performed on each item and includes tests tor: dots per inch (DPI), document length, document height, missing corners, streaks, darkness, noise, brightness, contrast, focus, skew, integrity and MICR match. Images that fail the initial image quality test are deemed suspect. These items are manually reviewed to determine if the deficiency (e.g., too light, failed contrast, unreadable signature, etc.) is within the guidelines of Check 21. We pass the items back into the clearing process it 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 (NCIs) 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 endpoints will be cleared via image replacement documents (IRDs, 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 (NOC): The NOC database enables repetitive payment processing edits to ensure ARC processing. Deposit adjustments and return items are handled the same 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. Adrninistrafive 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. Cost 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 is available to provide a seamless payment capture 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 employees reallocate time from processing and delivering deposits. Page 25 Proposal for the City of Santa Ana JPMorgan Availability for each item is determined by the drawee bank endpoint, the time the deposit is processed, the availability schedule (number of clays and fractional, which are based on our image exchange and image replacement document (IRD) clearing strategy, outbound transportation routes and our extensive check - clearing infrastructure) 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 5100 million to enhance our image infrastructure and capabilities in depository services to make certain that we remain an industry leader. We are a leading industry provider of Check 21 electronic imaging solutions. Therefore, we encourage the City to take advantage of ourranrcte deposit options. Our primary remote deposit solution, Image Deposit Direct (IDD), is discussed above Ma OV >" .r.. sn rof 5 ow + �4str y wf+ 3'r �, na r < d ra, a4ht"?, 7cs. 1111y,vf ate ti tuquhsrf Kf?tivcr p i1fYYY . t,, "vSM i, 0, , 6 f ,'.bt A 'o f4¢ eF CS? "wtact t1ow (} if CJG >'7 if "'C" tt'h r 16: r %i?) It nw x P'"tf;X We recommend file use of our Los Angeles Vault, located at 1529 West Pico Boulevard. Same -day ledger credit will be given to deposits received at the vault prior to 8:00 p.m. PT. iv ,m,x 7Pr4.= z3 fn > vrq ,k,re ;b� t >, xraltp4 sYe „� +r- ir,<3ls rtm�rri5 5Y'f7s t tlz. ryttrte: vtasfon ss; prrdtvhit:ci .'r &,vf +ef"tC V r:; rt r�rf ��ffdrxrl'' 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. It an adjustment is warranted once the deposit is verified, the adjustment amount will then be posted to your account. Cash and check adjustment notifications may be slightly different, 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, processing location, processing teller ID number and the approver teller ID number. We internally manage adjustments below a predetermined sundry amount without posting the corrected entries (arid related fees) to your account. Branch deposits — all cash discrepancies are posted to your account Check deposits Chase Quick Deposit/ Image Cash Letter (ICL) — not applicable as deposit must balance to be processed Paper un- encoded checks — discrepancies less than $10.00 are written off Paper pre - encoded checks — discrepancies Tess 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 U.S. mail. Adjustment advices will be mailed within one business day of verification. Page 26 Proposal for the City of Santa Ana J.P. Morgan 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 — notification 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. 0 Mw Jh,l O.r n,hr,f _va:u nofirw,awrt grarsr:r ±t °trzr a.. <tir t^ items.aurc�rrsaPr.:.irrg 4rr<^ n"taea rt J ra=nt.; it err rttr: 4. ti F t:, ;hh ;Wrj: fwgi n r n .ii,rbw nr+ IRi <rY J.P. Morgan maintains a comprehensive database that details your return item handling instructions. During the check clearing process, deposited checks may be returned by the paying bank for a number of reasons, including nonsufficient 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 Class U.S. mall 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 chargeback 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. If 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. Page 27 Proposal for the City of Santa Ana JTMorgan JPMO[gaa naae Blank. N.A. _.. REAKN 1BQ p STEM. AMGUNT }i,rl.ti. Y Cash Letter Advice —this advice will list all return checks processed during the current cycle. Multiple advices may be created during the processing clay. Extended Data Advice — it extended data is keyed, additional fields appear on advice. Single item advice: — each return appears on a single advice. Return Itern Posting Options Single Item Posting — each return is posted individually your account. Advice -Level Pasting — the account is debited at the advice level. End -of -Day Posting — all returns for the day's processing are posted as a lump sum to the account. Centralized Returns Returns can be consolidated from multiple 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. Atl other check return services identified in this section can be used with centralized returns. Eligible checks returned for the first time can be 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 /Notification J.P. Morgan offers three options: 1. The redeposit does not appear on either advice or post to your account. Page Ili Proposal for the City of Santa Ana JTMorcyan 2. The redeposit appears on advice and posts as debit and credit to your account 3. The redeposit appears on return item advice but does not post to your account Re- presentment via ACH UCC guidelines specify that the redeposit of a paper item may occur only once. J.P. Morgan's Re- presented Check (RCK) service allows up to two re- deposits of eligible items. Re- deposits may occur one time by paper and another by ACH, or via two ACH presentments with no paper redeposit. The City of Santa Ana will be able to choose the date of the first ACH debit (e.g., on the next business day, a specific number of days in the future [up to 30 days], a specific day of the month [such as the 1 st or 15th] or the end of the month). The ACH processing unit will set up the ACH file and send out the ACH debits for processing on your behalf, It there are any items that are not paid through the ACH presentments, ACH will debit your account and will notify you of those items. Online Reporting All return debits are available online, via J.P. Morgan ACCESS. The data available will depend on the posting option (single item or Iurnp sure) selected by the City. Current Day Periodically throughout the day, we will update your available balances to reflect the return and re- deposited items that we have processed. Your available balance will be reduced to account for the end -of -day posting of returned items and for redeposit float. Each item will be a reportable transaction and will contain summary information (transaction type, check number and dollar amount). Please note that our Returns Units will process all items received during the day. Therefore, some items may not be processed until after your business day is over. Prior Day These reports are typically available by 8:00 a.m. PT. Single -item posting data will include the 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 number, the original deposit amount and the original deposit date. Lump -sum posting data will include the dollar amount, the store/location number (if enabled), the advice number and the number of items that are included in the debit. Prior -day returns data are also available via a RAI transmission. ')r: , b, ..... ,sla o " .r W" " t+,!a + w,Ai} (;3b , -h nf".' ,w,Pun• bee f,Un{i? J.P. Morgan offers automated coin and currency ordering services (change order services). You may request change orders as the need for coin and currency arises or establish a standing order via the telephone using our voice response unit (VRU) or through the Internet. These options are available through all of our vaults and branch network. As- needed change orders can be setup 24 hours a clay, seven days a week and up to 14 days in 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 at the specified branch. Page 29 Proposal for the City of Santa Ana J.'r Mcoro,an A standing order is an established, repetitive order that is prepared for a predetermined amount and delivered on predetermined delivery days (e.g., every Monday and Thursday). The amounts may vary by delivery day, and orders can be delivered daily Sunday through Saturday subject to armored courier service restrictions. Depending on your company's needs, you can use one or a combination of both of these types of orders. Change orders will only be released to an approved armored carrier if they are picked up at one of our vaults. You must contract with a local armored carrier to act as your agent to transport your change orders. You will need to notify J.P. Morgan of the specific armored carrier you will use for each of your locations. Change -order delivery is based on armored carrier commitments and is typically scheduled for the following day or within two or three days from when the change order was picked up at Our vault. Security begins with J.P. Morgan issuing the City two unique, confidential system access numbers for each of your locations. Access numbers should be kept In a secure place and should be revealed only to authorized associates within your organization. When needed, you can change 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 account 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 to the change order are billed through our account analysis system. Flash. l", anrr ', The City requires the bank rnaintain a separate fund of currency in the amount of $1$0,000 for special police requirements, Which is to be available on one (Y) hour notice. this: fund shall he subject to fncraaaze, without amondiog this contract, upon notice of the Cily of the increased noluirements. Describe your bank's procedure for accommodating Ohs need. J.P. Morgan will be able to provide a safe deposit box at branch for the City of Santa Ana's flash fund. This Safe Deposit box can be utilized to hold the cash bundles that have been described by the City. Two authorized personnel from the Santa Ana police department would have the ability to access this safe deposit box for emergency situations. J.P. Morgan employees will allow the personnel to access the area where the safe deposit boxes are held for easy withdrawal. identify costs to the cnv for this program. There is no cost to the City for this program. .... __ _.._.. .__ ..._. _.._. _... __..__— Page 30 irotaosal fog the City of Santa Ano JY Mo r,(yan. , Iw., fl Yes. 'T he. Funds Transfer Initiation and Aeporting Module of J.P. Morgan ACCESS offers tho flexiblity of payment initiation via the Internet, along with a multilayer security system to protect the privacy and authenticity Of users, data and transactions, jN CO,4ngr' fileii• p,PInID ium,i . Im4�R P4Diuve Adtl�. MaJlfy Nv49et ObIN4i SAI $�i4T KP01ECLHJR R1 /08/09 61160000 JEOR 91000015YP0 QEPL ESTATE BANS wi APPe iBAWCOIlVEPS10 A5:0fir EWTPP;1!'FS A4 111P401 P IIA� 9A �E _ 1v / Jil 1f i4p f I J 61 d 3. 911t pIFF I IPVt Nt i1Ni'CPM1+V F t .t PF RlNEN4P! C Sq[4ty pf c 3iPN .N ICNLG ohl l�i[� i. LJ I:iI_CJ �Y6C 00�el ltl}0 ctR 6 .DOTE IV VAd 11,NTI l ?AN.A rF Lfl Pk if ,,r +k1 fs FE u 0701 L f 1 i E '3xn' 5 01 F {IG � Shfi Tf 1 _3 �6> ft J 9�G, 00 f 1 n - ��P 6 a Ii .I:kJ Sffi V 4F4 i• °-9-nP9' YfSt Si PPLy el. I✓ I. 9'".� e . ? n,tY,..lF J . F OFii 0J�?(J SO J,]I,i+F, {rEN.) i �Z jai iO. iFJ1110i aJ FCIi PPNF �ke f ?IJ j .eln i e t ,i E�i IlD IFF 11. T ,v0 Br q It 11(I <rF 1A lLli s9t ill E� A[t ,1 +E �1P /0 9P h ,76 v 6a5 F' �R CV;If AM1t — "-'�1 Fed Jt ll d:n1 The Transaction Initiation rnodule of J.P. Morgan ACCESS will allow the City to: Create US Dollar and multicurrency payment transactions using predefined (repetitive) and free -farm formats for accounts at J.P. Morgan (and other financial institutions) Initiate transfers up to 15 business clays prior to the effective date with the Fixture -Date capability Enter Fedwire, book transfer and CHIPS payment instructions and drawdowns through a single screen Import transactions from City accounting systems using the Wire Import Facility that supports cornaia- delimited files for streamlined integration Create check and draft payments Generate drawdown transactions against pre - established accounts Establish Foreign exchange settlements System Controls User entitlements are established by the City's System Administrators. Users may be authorized to add, modify, delete, approve and/or release wire transactions. User entitlements can even differ for repetitive vs. non - repetitive transactions. These features enable the City to balance the desired efficiency against the desired controls for a process that specifically meets your policies and operational needs. p lye 31 Proposal for the City of Santa Ana JTMorgan 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 lines 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 just 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. {" s+ r,i:c , ow r , :o�'w w t21 I?jeaIq I ,. , 4= i o oltc- ;,vl,), t,iil, Dian, •,nCNI Iti arur rre,.3tinw q sal ,' In the unlikely event of a failed wire transfer, our service staff will contact you immediately to discuss the transaction. Me ., Juf, at s { .:,rtn�e g,,' v frd. Przerrstirt, =,pry. tW1.,t Solute? UxPey ths= 6r.nr rcrj tnr,*7 Fs r.. , 'yne,r7hrilieliraj,.C° 4 ;;r.,:¢hvfcan't,lrfitii ?rpOv s @9 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, PayablesWeb 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. Fife 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. jA I w i ,,13, 1n4, S(k,1,MW,fX",,OJJJ.J!;jj"J ttl,'iey, 17i,"k jo,r' f(,[3 „t,foy 0J, EJt tlltfi Yet e XCY?(Iii),i Aw S , p{ 4 .7f 01” ,:, s ^.t)fix =rt ;tv,3il.>ylrtz -` ,n? Penn 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. Payment 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 line alterations _....... Page 32 proposal for the Cif of Santa Ana I Y J. QraCZIZ Teller line Positive Pay- Provides protection before encashment at the teller line Within one hour of receipt of the City's issue file, we will update our teller line systerns. When a check is presented for payment at a Cheese teller window, the teller system determines the validity of the check issue prior to payment. Items not found as matching open entries on the issue file will be denied encashment. The City of Santa Ana will transmit items issued against a disbursement account to J.P. Morgan, electronically. We will process the daily checks paid information against your input file and generate an exception report identifying all items that are either paid without issue or fail to match Via information included in the issue file. The City may opt to include payee name information within the issue file. Our advanced technology compares the name on the face of the chock to the payee narne on file to identify exception items for your review. c ^yk., I I I a-. -d1;� .41 .,, YOUR CUSTOMER �'e 12UN 'Inn, a n h ywhoro. USA IZ9145 PAY IO rUE ORUBRor � nur 1i n�x,e iMxnurnw.gto 100001 LN t C C V `NJ A dyit 4g9 r:004?Ao0 4Gl: Q046004d952'1e 100006 r;000002031: ir`acttiaclnt f posftivrc -: I)ay bAlr €; v''Y -?fir olJon tali i rnurt_ dnuuJill, S('l lot rm il)ct 7 S; cl :rc While Positive Pay matches the MICR information of a presented check to the issue file, Payee Verification takes the additional step of validating that the payee name matches the issue file payee information. Our Payee narne review digitally interrogates up to '100 characters of payee name and also looks for alterations or additions above, below, or to the right of the payee name that would change the payee identification. Mismatched items are visually evaluated to eliminate digital interrogation reading errors and then sent in the daily Positive Pay exception reporting for decisioning. J.P. Morgan will review (scrub) daily exceptions to prevent miscoding of dollar amounts or check numbers. Each day, we will deliver an e -mail notice indicating whether or not there are exceptions for review and decisioning. An embedded UAL within the e -mail notice will provide the City with quick and easy access to the J.P. Morgan ACCESS logon screen, which serves as a portal to the Payables Web Services (PWS) Positive Pay exception module, From here, authorized users will be able to review exception detail with associated check images and make pay/no pay decisions, online. Page 3,3 Pro9osa|for|ke City o; Santa Ana ����N��X°{���K� ^'`'`�^�~`'��J~"^^ ——``----^ `^---^^^ mw. mu ^^.^oomvmtill N", 1: '"r,w"Z: r ntjlt.�k Titrielino The City will be made aware of any exception items, online by 8:00 a.m. PT, the day following presentment. Prior to the I = p.m, PT decision deadline, Vic City will have the opportunity to review any exception items and determine whether they should ba paid n'ra{v/ned. P*oo1w XYZ COMPANY IOU NEW YORK HfW YORK ——``----^ `^---^^^ mw. mu ^^.^oomvmtill N", 1: '"r,w"Z: r ntjlt.�k Titrielino The City will be made aware of any exception items, online by 8:00 a.m. PT, the day following presentment. Prior to the I = p.m, PT decision deadline, Vic City will have the opportunity to review any exception items and determine whether they should ba paid n'ra{v/ned. P*oo1w Proposal toy the City of Santa Ans JTMoraan K r ><a R,-""N " sl xs e'lx..� Sva��=`i,.. >.. L .cYt e.n. P. �..ei,«, i.F.atwi' 1'fi4<tc`t _+�+ .krA"koS. 0 C ;HA.SE ch. mmw nt-a Dale Cbmk Nn: R530� � .. - ow..rr 8yawe @rtlr+ umacu .as tl. 'pvoNgno� OB, BYt .. rY"2";2'1 -59 1 $ ..... rrSrg4,?�.66 �iMroe 7Uwtl+ssd lbwr Naad/w['[L/r4`�1Y+� +174(4+/wd 6B/iM9 464 t)t c' -":^'S +?374 m. 5: OZ51 l34 umglltt® atwSUtk� wppU9 dnM ® r io &nnnna a SOON^ A "i+'fK I'liS L(1•(`K F C �:}t[)l¢+ j C. it " Yr V Authorized users will simply click on the check number of each item to view front and back check images, selecting the pay or return button for each item or selecting the pay all or return all buttons. The City will receive online confirmations indicating successful submissions. These confirmations can be saved electronically or printed for future reference. No special software will be needed for this functionality. ..1tf' MV -a r,';tl r' ., 'o 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 few 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. Online Images of Paid Items Your primary information- reporting system, J.P. Morgan ACCESS, serves as a portal into a web - based reconciliation tool - Payabies Web Services (PWS). pnae 35 Proposal for the City of Santa Ana J,l'Moraan zn N4'q CCM ifpb Npi hEGOTI OL( Rp NOT C451{! 1 NLN YCII Y.rA CY/Y�,IRK rvii _.. S bYIF \tllp t 11 -.1W�, . (�1PM pen ellU lC�1 "�' �:OiLItJV {y Si: vlJ:El Y,tl4�'U ✓fJ]llVfl tlsltLl i.� i gN.ik 4.me t bme 9epve •ddlNnn II . 4e.eee DatO No� De \e Check inquiry features enable authorized users to: Retrieve images of paid checks Inquire on the status of an individual or range of checks Place and revoke stop payments Check images are available the day after the check Is presented and stored for seven (7) years. Improve Information Securky_wilh Online: Irpa_ge Retrieval Access to online images is limited to users with appropriate entitlements. In order to establish a J.P. Morgan ACCESS session, authorized users must supply a valid User ID and Password. This validation is managed by commercially available single sign -on authentication software. Once a User sign -on is complete, entitlements are verified for each User. The User's J.P. Morgan ACCESS screen displays only functions and accounts for which he or she has been approved. Please refer to the pricing potion of this response for any information pertaining to cost or fees, .'.13bf r w,. 5�. 3a., ,. -, U ',rjUe lt,r4?,}iJ 4v1l;+ct, h; d, l It 5 r, f 10 't:i tta4: Yes. J.P. Morgan has provided controlled disbursement services for mane than 30 years. Currently, we are the second largest controlled disbursement product provider, maintaining relationships with approximately 8,900 customers and 15,000 accounts. Page iii Proposal for the City of Santa Ana JPMoryan Designed to maximize funds availability, our controlled disbursement services help to control the flow of checks through the banking system in order to best meet your funds management and investment needs. The City is notified of daily clearings via two (2) dally presentments - an interim notification at First Presentment and a final notification at Final Presentment. Within minutes of receiving clearing information from the Fed, we deliver presentment totals online. Our controlled disbursement services allow the City to: Gain 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 Hirness the power of our suite 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 Circleville check processing center in Columbus, CH. 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 flow of checks through the banking system 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 notification at First Presentment and a final notification at Final Presentment. First presentment 5:30 a.m. PT Second presentment 7:O0 a.m, PT Aw M" yowvv rr� araw -+r ,trnt(xt tr s r.r Ifar d� -� rl . +.r� -1:. ra . y.,dx>tn'a Yes. Within minutes of receiving clearing information from the Fed, we deliver presentment totals online. Pago 37 Proposal for the City of Santa Ana JTMoruan Y f Y «{ t ATm 4y�Jw I I /�Mf "i6k nF"yX{ >�'ig, g49 {�'£nr�Y.iy� SY"�r� t4,$J 4rj3C2fF 5tpUli+P✓.%'+>71 YV 5trix k�.9t�kn> i ", R '0*, Cash Rapottmo Coatroiled U[sbursoment FUndioq Repurt B.maoss Date, Ii:a aJZnc: As nt Dxtm; '1010412007 ��rvsnl L�a:n , ,, any unrf Oetarl "."Ma "mIA... " 9, "Y URIV .M1 G'M1,tl "= 10ti- all") I.ak kf„ Fn V�1 N Il,i[:pF 1pi tlwr lfJll(Il i VAt =1� -Sn .0 _ 0 "Cl'C V "!GlT',hA. r��3'M1r.:n1T Beak; .IPMnryen Chase Naw Ynrk gc,�nylgl „NypAlLeg O69tp61234 Lim! in nvrt Dimn,n•...nenl I,w GALPljon AL :;ML WSry _IN L.IP r' Ut” +,IiI 1411 14 N, "'LHI lit C01 I( U14,'f' +PSb1JIMISIi lnl . t :h:i 1111r, lIT , I OT,il R IRaAS 'f- IELECar t'I: - -: IRAIISAC.TIDF;S QPE`LN34.Et>GER E'.LA IP PL L G(4GFl 0-1 ANI, E PP16(t U %�'t li PRC5r_ ^,TjjF'JT FUNDING REQUIREMENT AS OF 98'40 rgt1 =G 7-, FINAL PRESENTMENT Currc «c y: US OOLIAR Lu�_UI etea' OpAO NN_ "rime 1a:04r2ppt r tot ❑!f 1Y14 G ^Lr 4ncum ru. T 1 1 tp,ru fFpa� jr. JJ ],600.00 Daily information reporting is available via J.P. Morgan ACCESS. Controlled Disbursement Funding Repoli -- interim and final clearing totals for controlled disbursement sites and accounts. Both Summary and detailed check listings are available. M,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 __ t I,* 1 1 °tr.", Yes. Our suite of controlled disbursement services include, and are compatible with, account reconciliation and positive pay. i +r , r "'r+; - f,ly , r ,r >.. rr„ .,1 . IT +i iml J,` c?a (rn. •, 1 le2iu r , , .r,a6th(C.P fhe City's second and final presentment will ocmit prior to 7:00 a.m. PT. I . .., rf .., , V,l. I ..° a`,Pr , f Please refer to Appendix 4 for a copy of our J.P. Morgan ACCESS sample reports. Please refer to the pricing component of this response for any information pertaining to cost or fees. The City will issue instructions at implementation to handle the processing of stale -dated items. We will store those instructions and refer back to them, as needed. t 4Nay.. f .lq .?iAf V: -w ifF .[t ra'£•J Cr fli rIDY'F' f fk % +y fi. 4: Yt tfD S" JCi,f ,a t$. f fn,b.O /13 I. 11 &tR1 'J P,gys ai F'roposai for than Citv of Santa Ana JPMorcyan We, make the stop payment process easy, maintaining two primary options for the City of Santa Ana to issue requests. Online, via J.P. Morgan ACCESS The City will be able to initiate and revoke stop payment requests using J.P. Morgan ACCESS. Online stop payments are completed in real -time. Y r s g - ��.- .:.- r. ".+w•L�vt:.. _. .1r+Morgan O hf nPIIV.PPfR Y +t it le SoC Flrvlln in9uYrY h.CUPa YI GfU IIYC <n ! p S Chcck 1'riaC Fccauna ! -»auic �_- �..r'�' ei: -- -_`" -f i� —�— ne1J efle.w Pram Y!lUr2 Gl1'J t IIPf Mr rtl 11 'Lill all nt ++rid .' -ti"' a`.'. Telephone Your Dedicated Client Service Professional (CSP) The City pray opt to issue ,top payment requests via telephone to your dedicated CSP, Georgina Gomez. Theresa is available during normal business hours at 520 -878 -2318. Duration Whether performed online or via telephoned request to your CSP, stop payments adhere to UCC regulations, remain in effect for one (1) year and are renewable for six (6) years. Yes. A stop payment can be cancelled on the same day issued. r „< r -4lr r I . uk , 1 Stop payments must be placed by 5;00 p.m. PT to take effect that day for checks being paid through the clearing system. Stop payments placed electronically via Payables Web Services are effective within Chase branches within one hour. It a stop is placed and the check is cashed the bank will research the timing and work with the City of Santa Ana on a resolution J.P. Morgan's standard Full Account Reconciliation and Positive Pay service entails scrubbing exception items daily to correct encoding errors and only report those exception items we are unable to repair and/or do not have an issue on file as exceptions. Page 3S) Proposal for the City of Santa Ana r 1'1V orcya.n If fraud is suspected on a J.P. Morgan account, the City will be sent documentation (Fraud Packet) that will need to completed and returned. .. r „j. r, t' }.. • ,i r , ,,. i'tnte +r rerr tt;•< tar e nrs. Your Relationship Manager, Amy Rutz, handles overdrafts caused by funding failures. She will act diligently to contact and work with you to help ensure the account is processed appropriately, J.i"'. Morgan charges for the use of daily uncollected funds by applying a variable overdraft rate (based on Prime). This is calculated using the following formula: Avg. Negative Collected Bal. x Ofd Rate x Actual days in Cycle / Days in Year Negative Collected Galante Fee Additionally, a daily occurrence fee of $50 is assessed on a per - occurrence basis. These fees may be offset by Earnings Credit Allowance. The City of Santa Ana's employees will be able to request the automatic electronic payments to their designated checking or savings accounts via J.P. Morgan's electronic funds transfer systern. Charged to City's designated account at J.P. Morgan on the same business day, the file is processed with the total amount paid electronically to the employees' designated account normally within two (2) or three (3) business days after submission. 1'u Ivtrc eud han nit ( (tellf � At.li I 0 fl TYln +uuc ftic r!)r .. iris /rr�; � ..�....- �- - -� —a• �tf -� •��Tlrr• Clictrl'< It.utk I � lrxasfcr slur Elam dic Client :t Deptrslt time. 'i lA7hXr bmwkto tb daup cnesbank mm, Ifapur, unA.irauslcr 6:c. Iltt Ixc`roul> Sort nw anus tr,msl[•a (� .-a It trtic�� - e` J.P. Morgan can warehouse ACH direct deposit transactions for up to 90 days. Files will be processed and transactions will post as of the settlement date designated per transaction. Pace 40 ,^`rrtnRn�r r r: Etirf .' 4 i/. O ` ell 3v #, t1 = %)iii v n5 Cd P;s Al"� b' i r>:f ,l C.(-04 Otl wf ”, ,< .... t <; Von+lf tFc iaus ,sr, Fire ., e, i 1, 12 ;e „ F' .cam i, p'iV iir ... '. r;r Ou et.> L ,Ertl ryi .'J'� Yd: {IACj Yi);r e't ( a po"!! iir '!t The City of Santa Ana's employees will be able to request the automatic electronic payments to their designated checking or savings accounts via J.P. Morgan's electronic funds transfer systern. Charged to City's designated account at J.P. Morgan on the same business day, the file is processed with the total amount paid electronically to the employees' designated account normally within two (2) or three (3) business days after submission. 1'u Ivtrc eud han nit ( (tellf � At.li I 0 fl TYln +uuc ftic r!)r .. iris /rr�; � ..�....- �- - -� —a• �tf -� •��Tlrr• Clictrl'< It.utk I � lrxasfcr slur Elam dic Client :t Deptrslt time. 'i lA7hXr bmwkto tb daup cnesbank mm, Ifapur, unA.irauslcr 6:c. Iltt Ixc`roul> Sort nw anus tr,msl[•a (� .-a It trtic�� - e` J.P. Morgan can warehouse ACH direct deposit transactions for up to 90 days. Files will be processed and transactions will post as of the settlement date designated per transaction. Pace 40 Proposal for the City of Santa Ana JTMorgan We can accept PPD payroll files for next day credits. However; for employees to receive funds as available balances for withdrawals at ATMs on payday, the City must deliver the file 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 file to be processed in the earliest ACH processing cycle so that the receiving depository tinancial institutions can post the credits to the employees accounts by open of business on Friday, _iq0" ,o,f .l N,9 01niOW1 n,nV,;;d ifaoZ w,�,fbw, ,r 14 +"ir,f Ur 'M ,All Pre -notes are no longer required. It is the originator's 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 corrections 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 - dollar origination but can accommodate any timing scenario. !h•;. 0­ Amass + 1 r,t , di", slrrPz)SiL -rm 4 vjn fled. Notification of change and returned item advises can be, transmitted to the City via CPU to CPU, mainframe 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 for review of return items. Email 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 identifier. . r., , , r! . t'1 r, '.; N, .ie „fs Y,N> Oxs ov,6, w, ! yr lo" of, 41 x We ir,�r �rr�<,.gtG rr rn, t�;ciret�d #tux +a;r iJrt'w w, .ri,v;nadr+., , 1'f,Wrtd fnl!�ra r. r?;,etar it ug,tk rrl5 im-oved 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 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 file - 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. P1, . N , 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 41 ptc)posal for the City of Santa Ana J.PMoro,an A comprehensive financial program, Chase at Work will provide City employees with a complete financial solution by bundling retail products and services with financial education. The Chase at Work program is available to employees who have direct deposit of payroll or other payments through J.P. Morgan accounts. _ I CHA5E C P x J Get z User PP 40 Re[Yftfiny URaI'x: Lrvp OR <Y UsaI IU: P.9S9 W OI,1: Your payday just CHASUO got even better ib. nom, tr _.hay t Work 1 -ind uut II 'IlI It LtL _lyi- f I i_E�i.vlr r_ontact U� 1.. I u d(i Outlined below are some of the features available to Chase at Work participants: Free financial profile Free full service checking account with direct deposit, and free first order of 50 checks Payroll cards for direct deposit for employees who do not qualify for bank accounts No minimum balance requhements. $0 needed to open account Unlimited check writing and unlimited J.P. Morgan ATM usage Unlimited transactions with the Visa check card from J.P. Morgan that works as an ATM and check card 10% off Safe Deposit Box Free online banking / Free Online Dill Pay and Free Phone Bank 24 Hours A Day Installment loan discount! .25% with automatic payment "` Equity Line of Credit first year annual fee waived " No Closing Cost on 1 st Lien Home Equity Loan" J.P. Morgan Foreign ATM fees waived twice monthly Page 42 Proposal for the City of Santa Ana JTMorgan I ,r ". + „una s .,� . ,, .0 �' r . R , , yr , i -• riLty rrrr pttie5s J.P. Morgan offers two options for initiating tax payments. Tax Payment Services (TPS) TPS allows clients using a touch -tone telephone or Internet browser to pay Federal, state and municipal business tax payments electronically. By accessing the Web or making a phone call and following simple voice prompts, clients can avoid the time - consuming process of 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 tiling without giving the government access to their account numbers or funds. J.P. Morgan ACCESS ACH J.P. Morgan ACCESS offers comprehensive ACH functionality, including: Electronic Federal Tax Paymonts (generic format also available) State tax payments (generic format also available) Payroll transactions J.P. Morgan account funding Cash Concentration and Cash Disbursement ACH investigations (initiation and monitoring) ACH reversals and reclamations Vendor payments Consumer credits and debits Access receiving bank information Special features: ACH Import & Validation feature supports automated comma - delimited, tab - delimited, and NACHA - formatted files of ACH transactions. One or two day settlement from single or multiple accounts may be established, based on the ACH transaction types selected when creating a batch, Process The J.P. Morgan ACCESS ACH module is integrated with a full complement of federal and state tax templates that are accessed initially through the Internet and then available to access as needed in real tune. Templates are updated online in conjunction with changes made by taxing authorities. J.P, Morgan ACCESS ACH also offers generic tax templates. l All OC11ll) -lad h+ w ")" 1 Ill fill itytltrrx f ° 3'htgm Utfatrr ? Yes. Internet The J.P. Morgan ACCESS ACH module is integrated with a full complement of federal and state tax templates that are accessed initially through the Internet and then available to access as needed in real time. Templates are updated online in conjunction with changes made by taxing authorities. J.P. Morgan ACCESS ACH also offers generic tax templates. Phone Tax Payment Services (TPS) allows clients using a touch -tone telephone or Internet browser to pay Federal, state and municipal business tax payments electronically. By accessing the Web or Pagr, 43 Proposal for the City of Santa Ana JPMor. cran making a phone call and following simple voice prompts, clients can avoid the time - consuming process of 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 the government access to their account numbers or funds. 0 i.d i1z, m ;, w?'C y Nbol fo' 04 [fWi, 4y Yfi Yt1 'fib 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 forthese losses. ' £¢ 7r t_:itiJ. aa•; fir., .W t:4 A144 poi, "OH ni ,rl,tiu!_, ire, isCl9 d�a t£, rP Ctar`(;p,wYM wI, la3:HlIR,e;>r} i'I thst`, f ,n,I,i r V , I lY 'iij ti t 1'IrF r "XY= }i.3,ri fHCTCe Iy . Jar a =:;s , y txr .l WO W w,/f,d e tf,wl or Oo at fife? 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 3:00 p.m. PT concentration) i - Terminal (cash 3:00 p.m. PT concentration) PC (client /channel access 6:00 p.m. PT solutions) Direct Transmission j 7:00 p.m. PT no, "42o?,.' 4,3t z",V P #VYr jrt 5 tie /d ,' 3:00 p.m. PT 3:00 p.m. PT 3:00 p.m. PT 3:00 p.m. PT 6:00 p.m. PT ; 6:00 p.m. PT 7:00 p.m. PT 7:00 P.M. PT Yes. Same -day transfers are permissible if instructions are received prior to the applicable deadlines listed above. d", gO fep^ 1viler, ,revs, rf., , -c , pw",d c whvt t ; oi: rr£ o'vv ,a frTf' r. ul rr, r.,rsier:y irechhtiny tb- ,, t t 16<IzAS,i7 !'£`-a'rt),.,!d..... lrq..p'O'L #, "1 t!`ffk i.,t4kli(r „iff , =pe nucEfttr C <IS1vowed 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 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 file - 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 No 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 rnirrored 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 Proposal tar the City of Santa Ana JYMorcran 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. t:�t!:,1 �:'; „ ❑6.. 5 tt r7!._re;,w4 o ,.m,±lr Mt , i,,nr, -,w+tw Hu -'J'm" O L .t B• ut' `•/{ ��'* ' {r, H: ey ! , -a,, t i2 (,ti; �# i +<tt i, iJttn , +. f.d, itiify ., �x:+e3aF « -t>, +Jld. f;44 "Jf{ r , .. , >, n� . ,.. =na. ,x . 'a e.,a >, .. , „ .(. , ¢,ti<,iaxe ±nfe.. ee>,�trrmtfh r, �,,,T ittP >e t a dxu+�' rFhtt�tY ir.zfti +, ^.-* i1k•` "Md *,ilzRrtrontif: rraat,onsKxtrler mvrif ;aW;0''o jaow4v C. n ,d�c, h F;r �s(griit+i srz vtet.:t t.r L'?,rl'+fPSr G7r F3 F'or�icd nr:iqur,i_ fE4:° it, ri =tii+P D',t 'r,hr, 00" 0u,CO , it r2fl <pn hifiOwn u .', ;b' lgr,,.u,.:: 0t+e ch 1; muhx'fngE tt,.mht "t"311"gxUvsttt- 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 payer bank no longer always receives the original check back. J.P, Morgan receives over 95% of our inclearings as electronic files, so few 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 offers a full suite of reconciliation services, including full, partial and deposit reconciliation. Full Reconciliation Pull 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. Doposit 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 department. These codes are printed on the deposit slips. Transactions can be queried and sorted by ULID for reporting purposes in J.P. 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. Page 45 Prup^sa|h,; \hc City ofSontnAna ���� ^�,��1"K���rv/���� t7l Furthermore. the City can save $14.00 dollars pet, transaction by opting to use online n1age retrieval over photocopies. Photocopy requests will be charged $15.00 pet, transaction versus $1.V0 per image retrieved. Our normal turnaround time (from statement culaf/k/ receipt of account statements, checks and full reconcilement Information) ppano Lip to five business days. Please note that turnaround times arc monitored from receipt of issue files for full reconciliation. /�,^'^'.'''p"u,.^,u^//`u�',xm^ Bank Stateninnts, and Account Reconciliation Reports will be stared online for seven (7) years. Paid check images are available online vla PWS check image service (accesFible through the J.P. Morgan ACCESS portal). The City will be. able to rettieve check images for all appUcable accounts without waiting for e photocopy n, CD-ROM |oarrive. Authorized users can enter various search criteria and cut and paste paid check images. The solution also offers a number of viewing functions (i.e., front and back, zoom, etc.). Images can be printed individually or in batches via a paginated PDF file. Additionally, images can [)a requested online tnha taxed o/ mailed out from J,P. Morgan to whatever address the City requests. OCHASE 10 tfw� Images arc, available the same day the check is presented for payment. For non-controlled disbursement accounts, images are available the next business day. Check images are retained online for seven years standard, and 10 years byrequest, pu84) 46 Proposal for tfte City of Santa Tina J PMoraan `n i s j , ., d,1' rf =f•, •.I /;' z r k:n rf S1 !, .'Y 1 N 1 f! `a9+ t C!F,`f }_ Vii. rf fr ir;ref r.-e; f, f<r ,;; =.n � ,.. v %rr, ..f.trf ex s,rrsi t.r. ,f A,F „f,rr.! .s •rfcrq rir, sf , +t_ ?F)rr,r.. `�.a�;rrr.; ,, . f .„ , �, a _-, u=, _ ....t, i ,' 6 ,.. „ ...Wort t =f i,'l, °j ff 1, . -,•r t .x eAlfC A0, •_ .r[tnfe .._ L.A.I.F. Transfers will be performed online, using the ACH Initiation and /or Electronic Funds Transfer modules of J.P. Morgan ACCESS (i.e., ACH and /or wire transfers). 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 in a transmission have been altered. To authenticate items processed by the client, J.P. Morgan proposes the following three - component system: an authentication unit (sometimes called a black box), an authentication key and a crossover switch "., .1, t ^ „•,. 4”, n ao firn.. r,'', w tw"'fft,Itr,f 1fs.Fttdi ii7t >d,ff a9ct iii ?,r, ,x,q,ti::roy ,taru.ns ;4fp tsriih ow 'c "itc s f7tft, to t;f F a'ortit �ttrr .< t7f #k *° Yes. J.P. Morgan has an office in Sacramento that maintains a direct demand deposit relationship with the State Treasurer's Office and the State Controllers office. We would be able to assist the City in expediting receipt of warrants issued by the State Controller's office. 1 41 t i "'m LAW- The City will be assessed a $2.00 fee per transfer to and from the L.AIF agency. These transactions will be done electronically and considered book transfers. Pt. , f,.f. v- te, , ?r.,asi ' f9 .., hov. ba ix, w Jkr,2frr ( :I)$! a iran.�ic r dstr rer€ fair;' Yes. Using the finds transfer module (wire) of J.P. Morgan ACCESS, the City will be able to initiate transfers up to IS business days prior to the effective date. i a,rc. t"',+ , .rf4,r, 'In th- fl,s ,dt "'t, p e,, tivraa)atr,IvenPe;uf {,r +yrara.; r,tv. J.P. Morgan can help facilitate and expedite the deposit of subvention payments from the State Controller's office. The warrants can be collected and processed in Sacramento with funds made available to the City. I t' ; -, itt, .JH: ^I d t , ­t: pout f;,wi o,)ishl , otge hmgfa° F0 VIV tl' "tola Hl fran's'gw” f €ol" srr. urs W ry m, =rp °. =t ++ f,i'.l,`if ltw, + ff p;3 ]Bi t R'r "'17 iv ' N,31 O o ro pur vvt,oHtw? fOt t`ho rTp"Intion p W U.±? r_ +i'a tC°z .:J r .itl.,'4q ,x{ (; _1 'I$CPR- f"f afi±'f +4 ;It 'tV+t'g. IIt , I mIW( cic .. r to vow C +an:, t,Ae From the moment the City of Santa Ana awards business to J.P. Morgan, our commitment is to seamlessly integrate our products into your organization in a timely manner. rage 47 Proposal for tho City of Santa Ana JT Mop: gan i ., r,..tit r € , fir � ;: i:G,! , t � ., x/. =u� .. ., 3., i.,!m� �' �..i, 4?a.�� ^�..h`3. s'�obanF`.e„ i '� '•� �'�; w -rramelc9ea •Design Launch wf4 -rjati rr_hr» to •GC5rC7(( •11ioduc tion -Roddy =Pr r,�r SCO »< SpetiJic'ntions sofll6or »ASSers Lance pt -At ch}iccI ureresign •Project Qosu(p •Proicrt t>rru�nrt��o-� =,� •Tc5fPlon Document . Ft I Not -Build -Maintain •lrnp/rvn_nf.Nior •jGl)Ltrh711 - Ploof3r Futaw AV; rr 40th t (1Fhon, C'IACp t S -Validate Scope • Teq Ple(rt (scenersor, scripts, results) •FBrJtirn�mxcMelrfcs At rl),l'rt ;, it, D, trill ( Trauunq Mc(terin Aen fs •LBgiu1 {IiRnJ2is (.0rrrttjtr)1`!tt [$ril"Ole, +rhunzre'( cur, cl DO,WrKrr ' i 7 it We are committed to: Clearly understanding your needs and requests Simplifying communication between our organizations Providing clearly defined implementation plans and startup goals Coordinating the installation and setup of our products Assu ring responsibility for your satisfaction throughout the implementation process Conversion lead Times Once the City and the Bank have executed an agreement, the expected lead times for implementation of the requested services are shown in the following table: Service Expected Lead Time" Critical Factors Include. AcceutT6pening Up to three days Receipt of completed setup documentation Due to the U.S. Patriot Act and "Know the Customer regulations, we. must receive all required documentation, properly and fully completed, before we can open an account. pngre ,18 Proposal for the City of Santa Ana J.PMorcran Complex and /or large implementations may take longer than described above Please refer to Appendix 6 for a sample implementation schedule. Upon award, your Implementation Manager will refine an Implementation plan for the City's specific requirements. IN !,,q " - St.r 4 ,ib+7,' /Erf F i(1 Please refer to the pricing portion of this response for any information pertaining to cost or fees. 'h, s r,a ;rrr,y, s. r : Vd ,,q i sa , s!+ .'.;, r c r .. ' ? isiV IM VP are. 1 Fr(V up drf l ra? ,'� Uun ,fl ii c ov; i User manuals are available on -line for viewing and download in Adobe Acrobat PDF format. These manuals are searchable and can be printed depending on the needs of the City. These manuals are updated whenever functionality of the system changes. Only the most recent version of the manual is available on -line. There is no additional charge. .r, y =,r ',.v�rr r trya ,; e)r ja „ €�3, f�; dfr= th2y t, irrret.Sf vvlr U>pres dw [tact' cul r + *rn ;lrr ;IiNCUp- =tG.n Although we do not maintain a formal Treasury Services user group, .f,P. 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: 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. page 49 service Expected Lead Time* Critical Factors Include: Depository Services Branch, Vault and Two to four weeks Level of resources the City commits Paper Check to the project and whether an outside Depository vendor is used for deposit tickets Standard Check Two to four weeks Successfully sendireceive the file(s) Returns and the connectivity solution Disbursement Up to 25 business Detailed transmissions (BAI2, issue, Services days* check returns, etc.) are dependent an the connectivity solution selected ACH Services Three to six weeks Successful connectivity testing Successful file receipt 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 and /or large implementations may take longer than described above Please refer to Appendix 6 for a sample implementation schedule. Upon award, your Implementation Manager will refine an Implementation plan for the City's specific requirements. IN !,,q " - St.r 4 ,ib+7,' /Erf F i(1 Please refer to the pricing portion of this response for any information pertaining to cost or fees. 'h, s r,a ;rrr,y, s. r : Vd ,,q i sa , s!+ .'.;, r c r .. ' ? isiV IM VP are. 1 Fr(V up drf l ra? ,'� Uun ,fl ii c ov; i User manuals are available on -line for viewing and download in Adobe Acrobat PDF format. These manuals are searchable and can be printed depending on the needs of the City. These manuals are updated whenever functionality of the system changes. Only the most recent version of the manual is available on -line. There is no additional charge. .r, y =,r ',.v�rr r trya ,; e)r ja „ €�3, f�; dfr= th2y t, irrret.Sf vvlr U>pres dw [tact' cul r + *rn ;lrr ;IiNCUp- =tG.n Although we do not maintain a formal Treasury Services user group, .f,P. 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: 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. page 49 Proposal for the City of Santa Ana JPMor�an Bank 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 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 Point Reviews The Client Experience and Touch Point Review meetings are cross functional 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. ,>s.„r: . ;e 1 r, .7f �rrr r.<uvf;.ras �++xd rttte ^+ d< + +?ur e: rrdaaira *+7 L <3r ry tc:rPraurrt'. lrrerpahou � arru9p}t* 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. .r d;anis i�ir .t rr'r ^rrdrt, atV ...,st ( .,r U r rAy PPw t rty {p;- rt .twcitort< t.mry:.. azzrricar. eras =,ri iaantfN, dr>,4 .t:ry CC Had a< (:b,d a „r, r h.a" E , r /rd ^_', fiat 7 ,r rtmwnc3' tVt: tjrpi,pt„ Y .(.k ( *f r f. s, t'1C *px)'af frr kris. (.fY, •,,c,. .0 b' >rncrrr r.p ,;; ui rs w ,d)bor ,f ,rr.s. lend ,,N,, rd +ofhrr oor :S$M y,:-serr,pNv,s, 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. Page 50 EXHIBIT B CONSOLIDATED BID FORM City of Santa Ana Bank Depository Services Approximate Monthly Volume Bid Charge Per it Item Monthly Service ........ Account Maintenance 3 3.50 --imo 28A- Depository A Nester Malin -&-bs]-P. -aiw- 1 2,00 2.00 TtNu 1- 70 0.20 14.00 Credits �Po�ted Other 150 0,20 3100 Facsimile transmission -5 ---------- �75- 3.75 Photocopies 10 1.00 10,00 Banking Center Deposit -CA 5 0.75 3.75 CurrenoPCoin Depl$100-13KG Cnt,CA 5 2.50 12.50 Currency/Coin Depl$100-08ID-ND-CA 50 2,50 125.00 Change Order BKG CTR-CA 5 2,00 10,00 Cain S4lyfflcd1RoII-BKG CTR-CA 5 0.05 I 0.25 Currency Suppi$100-BKG CTR-CA so 025 12.50 Vault Depos.t 40 0,65 1 22.00 CufrICoh DaplsIOONLT-CA 9000 0.0016 14.40 Q.11, Deposit -Non Std 5a9-VLT-CA 25 0.75 18.75 Coin Doposii R09-VLT-CA 130 too 130.00 Currency S,,pp/$I00.GTO-VLT-CA 26 025 6.25 Change Order VaoIPCA 2.00 - 10 .00 Coin SupplRoll-Box-VILT-CA 125 0.08 10.00 Vault Deposit-Exlenced Hours -CA 20 0.75 15.00 Cash Letterlitem Pros DP", " -ICL 35 10,50 Transmission Deposit 125 0.50 62.50 Checks Deposited - CA 6000 0,04 240.00 IRD Deposited Items 125 0.05 -F- 6.25 image Deposited items --too--- 16,000 0.!03 48000 R.hms 2,00 �-200.00 DIP.ep C.11.0.,-Cnail --Deposit .00 -10.00 Causation lgonZaah 2,00 20.00 General Check; Paid Truncated -1dq-11Y 4,500 0.03 135.00 Direct Paid item 20 2.00 40.00 Stop Pay Autcrnated>12 Months 10 2.00 20,00 CD ROM Maintenance I 10,00 10,00 CD ROM Per Image. 4500 0.02 90,00 Image Retrieval BA Direct -1k 175 1.00 1-15.00 CD R ENV D I 10,00 10.00 - Fell Reconciliation wiPPay MAnt-Auto -Check -Issue 1 000 20.00 lrpt TmnsrrI Medis, 6 2,00 12,00 Bank Depository Sawilto Is Approximate Monthly Bid Charge Monthly Service is (Continued) Volume Per Item Charges Full Positive Pay Input Per Item Transmission 4500 0.03 135.00 ACH Monthly Maintenance 2 10.00 j 20.00 ACH LV Mwnhlytvlant.Tari 10.00 1 cc Coritminter Cm Up Credits 04 67-08 C.mi,mor off Us Credits 5 0.04 0.20 ACH BiockS Auth Instructions 5 0.20 1.00 ACH —oow Rpe,,eWiitam 15 0-04 0.60 ACH Credit Received Item 135 0.04 5,40 ACH —Mwt--Tran­s,P­i.s,oh-- -2,00 10,00 ACH Blocks AUth 3.00 MO Electronic Wire T�t-Dorri 15 6.00 90.00 ­ —if-ectromo —Wire QQ1.800 R —DB 5 -2.00 10.00 Incoming Domestic Wire 10 6.00 60.00 C,.itc Maintenance I empiric Storage @ . .. 0 .. . .... .... 0 Direct Wire Maintenance Fee 5 0 0 Direct Previous Day Account Fee 2 8.00 16.0.0 Direct Previous Day ExI Item 425 0,05 2125 Direct Previous Day STD item 225 0.05 11.25 Direct Previous Day Mtent 1 25.00 25.00 Auto Repo Investment 1 50.00 50.00 19 Proposal for the City of Santa Ana JT Mo l gan .sY';;BiP'itt3tt% �.+ ii "g'i374;s�';,`tet+ t ';9f.::SEd:)Bt'tr;.'B? iC °aY i7E =' `9F f '.;�; ;`- irila Ana Within the last three years, J.P. Morgan originated more than $46 million in community development loans 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 through its significant level of qualified cornrnunity development investments. J.P. Morgan makes substantial investments in Low - Income Housing Tax Credits which help finance the creation of low- 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 leader in community development lending, J.P. Morgan provides financing for affordable housing and economic development projects in low- and moderate- incorne 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 low- or moderate - income communities. The bank is also a market leader in the 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 lines, commercial mortgages, letters of credit, SBA - guaranteed loans, and business credit cards. For most products, loan size ranges from 53,000 to 5250,000, with larger amounts considered under programs like the commercial mortgage and SBA programs, Our branch network provides banking services and sales support for small business lending customors. A small business loan is defined as any loan in the amount of $t million or less provided to a business for 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 low- or moderate- income communities. !'ayn .53 Proposal for the City of Santa Area JP.Mora 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 o v A N T A G e // On its most recent federal CRA performance examination, J.P. Moran i J.P. Morgan earned the highest possible CRA rq(i t�q of "Outstanding" for the eighth consecutive time. 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 meet the changing needs of its communities. In 2004, JPMorgan 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 Arta at risk of losing their homes to foreclosure have utilized the national help line with the assistance of nonprofit housing counselors. Page 54 f'rnponai for the Ch. / of Santa Alm JTMorcyan e. J13. Morgan recognizes the importance of providing premier client service. We take a consultative, team approach to building relationships with our clients. Part of our commitment is having the appropriate individuals assigned to the City's relationship team. A skilled relationship team, made up of professionals with ar variety of expertise, will provide individual answers by taking time to understand your business, listening carefully and proactively providing targeted ideas to energize your business. s z t� 4 k av Xtt € o ix n#+''e5g- e��P/ 4 ,F W rp r 7a h ,te er ,;. x' 0" � kx t v e.r_ q` 4 St L... Roles and Responsibilities Overall Relationship lvlanagernent The City's Relationship Manager and Banker, Amy Rutz, will: Oversee the overall relationship Offer competitive rates Provide relevant credit options Offer appropriate investment alternatives Pago 55 proposal for the City of Santa Ana JTMor (yan Product Consultation and Management 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 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 17875 Von Karmen, Floor 01 Irvine, CA, 92614 Phone 949- 833.4739 Fax 949.833.4737 Email amy.rutz @chase.com Ms. Amy Rutz will serve as the primary relationship manager for the City. Ms. Ruiz leads the public sector banking 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 Karmen, Floor 01 Irvine, CA, 92614 Phone 949.833 -4763 Fax 949 -833- 4725 E -mail manish.m.pateI @jpmchase.com Manish is a Sales Officer 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 (CTP) as recognized by the Association for Financial Professionals. Page 56 proposal for the City of Santa Ana J.PMorcyan i 1 Office Address 1725 E Skyline Drive, Floor 01 Tucson, AZ, 85716-1162 Phone 520.678 -2318 Fax _ 520.878 -2308 E -mail georgina.g.gomezOchase.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 importance of customer service and works together to strengthen current relationships and build future relationships with clients. _. Page 57 Proposal for the, City mf Santa Ana :zb\Iv/U���-j i n;'C��}ilx»F �_mTn@I i$; � �^��l��n� ���� �� oun � Moody's, Standard & Poor and Fitch routinely rate J.P. Morgan. We consistently earned above, average ratings. Our current ratings gsuf April i,2O10 are shown in the following table. J.P. Morgan's historical and updated financial reports and updated credit rating information are conveniently available online u1 . ^ ,,,/I,o/^*n/u/mo///x/u'^x/04uxeo�/�n,mnn/a/�+yv/,�w/i/xn/./po�^�:v`�o o/"kmopvxa�o//�/un� J.P. Morgan has been a leader in the markets we serve for more than 200 years. Our roots trace back io our earliest predecessor, the Manhattan Company, founded in1789, , JPMorgan Chase Bank, N.A. 17875 Von Kai man, Floor 01 Irvine, CA, 92614 JI'Margan v i holding company JPMv,V«^ Chase &Co.o financial holding company, was incorporated under Delaware law in 1968. ` p>^,,, x,»,v".mr/v/o�'/,,r,*xomoo,�xv J.P. Morgan maintains u full service location within the City of Santa Ana. Our Santa Ana branch, located o11300N. Main Street, ioless than a mile away from City Hall. Please refer to the Proximity Study included as Appendix 8, which includes vault information, Page 58 Commercial Paper P-1 A-1 F1+ Senior unsecured Aa3 A+ AA- lPreferred stock A2 BBB+ A+ Short-term depositsidobt P-1 A-1+ F1+ Long-term deposits/debt Aal AA- AA- J.P. Morgan's historical and updated financial reports and updated credit rating information are conveniently available online u1 . ^ ,,,/I,o/^*n/u/mo///x/u'^x/04uxeo�/�n,mnn/a/�+yv/,�w/i/xn/./po�^�:v`�o o/"kmopvxa�o//�/un� J.P. Morgan has been a leader in the markets we serve for more than 200 years. Our roots trace back io our earliest predecessor, the Manhattan Company, founded in1789, , JPMorgan Chase Bank, N.A. 17875 Von Kai man, Floor 01 Irvine, CA, 92614 JI'Margan v i holding company JPMv,V«^ Chase &Co.o financial holding company, was incorporated under Delaware law in 1968. ` p>^,,, x,»,v".mr/v/o�'/,,r,*xomoo,�xv J.P. Morgan maintains u full service location within the City of Santa Ana. Our Santa Ana branch, located o11300N. Main Street, ioless than a mile away from City Hall. Please refer to the Proximity Study included as Appendix 8, which includes vault information, Page 58 Proposal for the City of Santa Arta 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 is the world's largest provider of treasury management services. JT Mor (yan ADVAN T AG':E JYMOrgan Leadership in Treasury Services: ✓ #1 — AOH Originations ✓ #1 — Same Day Transfers ✓ #1 — Payroll Cards ✓ #1 — Information Reporting — Internet Accessed Accounts Erns! & Young 2008 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 standing 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. i- , ,�, r. rirt II, rz r nt Me' N'gf,t< i) 1� sn 5agthP': � tar &F,auFi6 J.P. Morgan currently ties 10 local government relationships in Southern California. 0 le VI •, I ;u i�.; - {s rnrara,, ,r,, yi,7,4 a t r< =rr r;i _s rrrl;;�t ca;rpatn3.� ?rt 3cr e�, +r sr :: m70 hnancist nr,rp {!.4 a. we r Im + rt?. , repii, n a)! fh" Seo 44,F pf ow e-d, hnw ir,r *q 51,C0 "P, raa? tr €rve bx'r�r� pre errirui 2rvH ,. -,. ¢r . e3z =a„ A; . ph, 01' ;"Wlh , f el r> ":I? e ph lfi de., rrr]p Cf. Moe eVr m,ly ell'Wacf to Cawgllm r�`Y '?afb ^': is rgYti Contact Name, Title Address Telephone Number " Services Provided Length of Servico Ms. Susan Christensen, Assistant Controller 1 20 East Main Street, Suite 350 Mesa, AZ 85211 480-644-2581 J.P. Morgan is the City's contractual Servicing Bank, Daily City deposits thigh volume checks and currency). Both A/P and payroll checks. Initiates various ACH collections and disbursements. Securities safekeeping and over -night investment sweeps. Since May, 1952 Controller 20 East Sixth Street Tempe, AZ 8528 Pagl 59 Proposal for the City of Santa Ana Telephone Number Services Provided Length of Service Contact Name, Title Address Telephone Number Services Provided Length of Service 480- 950.8526 JTMoruan J.P. Morgan is the City's contractual Servicing Bank. Daily processing of all City deposits consisting of both checks and currency; Lockbox services for the City's Utility and Tax & License payments. Both A/P and payroll checks, and various ACH collections and disbursements. Securities custody and safekeeping for the City's investments Since January, 1983 Lauren Hobbs 201 W. Colfax, Dept 1010 j Denver, CO 80202 l7yZiAi[t�kIc3'. The City and County use ZBA, branch and vault services, retail and wholesale lockboxes w /Edge, IDD, CDA, full PWS services, ACH debit block, Check block, ACCESS (I R, AT, FTI, ACH), as well as a Direct ACH file, PayConnexion w /Point Of Safe j Since April 1, 2004 Page 60 Pt oposal foi tho City of Santa Ana JV,X�l�� U��� orcyan r.,.x,,», /x�y*�v/;,vx°./vw* ii, x~.,y*"xmxyw,ru�^x/^* «ue',° f!",,x°.aw,x ",u,�V°/ w//; mx/u^`xu~.//.x,^�..'x,/^`,/,^ux/,'*,r,wr/^v~,r'/m~, ''/, `°',ox.*,..,�/ The City's balances will be fully collateralized by J.P. Morgan as required. i �w1"/x.w,.*/..9,/^`,m,//^'c^,awn6x4*��`�ox,,�zu"^,/npo'wy/pv/"/e"/onm, 1P. Morgan shell assist the City obtain an exemption from the Cash Transaction Reporting requirements established by the Bank Secrecy Act of 1970, as allowed under tile Money Laundering Suppression Act of1994(MLGA). c Dw[x'v .x,;,""u,wm`��^n;/o'�un000P�wov4o*w'/sra,,4uio ""aoouo",g&Iy,�, 'n^;/m/,,ewI,`,/,e,mwnxnvr 4mcvx,n,co'C�vx'//�,xY:ikriixo/,»,"Gmv"� v v/;w/'ox4/.00/o° )'noxWx ,pv°/uxjo,,^oeC/fy3H,x'i'fq A«exy ��'^y`m� x, /m olex^//o/o,v, Imo»*,mm/A v*x/xm*�r*on.c.vyaved/m nwcax» J.P. Morgan will support the City's current account structure, and will support changes to the account structure should potential improvements to the structure be identified. r, 1,1,0, �o,o/wpmxx*nOmx/^V,vuwn.o w./� /vm //vcome We will provide consultative support and targeted recommendations throughout the life of our relationship with the City. u/'�;4, m°vpr,ax',*v,awv///x///.pooxoIwx^, o^cov*f�-' a,yf mnneno:n/'g moox1o,Acxs*un �, x,c,Q " ox»er, ,m'il ,/ou,e*uw mot /cmm'/f 1'y1 110x,4/*^/g,u4uami,tpr(s,a,ommm/mouw*'o*V,qx/o OR . Car nnv m,/m,f,* /"/mevc`pus/x,/hpb:o.:x/"'Ixv+v,t, jww,wp,r,� / Iry n;u/u/"^wx Ida x+ �*I ,,,,�� f , � *x0uvo*/wa,xnypmM/+w�mneiwm,0I *n*v;Awcmm' J,P, Morgan is able to comply with all of the City's requirements on a repurchase agreement sweep. The repurchase agreement sweep earns interest each calendar day ononactual /360 day basis (principal x annual percentage rate 1360) and is paid into the DDA the following business day. A detailed description Of Our Repo Sweep product is included as part of Appendix 9 `oa»,� I / ' /u J.P. Morgan has availability to accept these deposits from the State of California and from the Local Agency Investment Fund. Paqe6 1 Proposal for the City of Santa Ana JTMonyan iv =,., .,., ;,.�, , r� �>n�i .f •tav' , rr ;ii if t,;.241, RIa It? f ebfhI If" 'i fol L ?iiy-2. Recognizing the City's credit standing and reputation, an appropriate intraday credit limit will 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 instantly flow through to the appropriate execution mechanism. Page 62 Prnpowa| for the City «f Santa Ana ^�^��l���/ ������� raan ;''^mI mvxm,* hill ,/o, J.P. Morgan complies with Title 5. Division 2.Ch*ptor4, Article 2, (Sections 63500'58K06)ofthe Government Code in the pooled collateral system administered by the State of California. Page 53 Proposal for the City of Santa Ana f }9 f;'6` 940 ofII ;f E Tv- tlt5' J.PMorgan 'tff hqn,,,, , A ' ,: ?!1 i)' wa, 1: h' o .( Jlf a C. t8<.rrf!(, C f,R FfY f'lf tX+r)ffjtr+g in: CPtittkt ;t , .r. ; d s',lfLr;: i, .tft f ra „ifvn C., (:dy. JPMorgan Chase Bank, N.A. is a national banking association, organized and existing under the laws of the United States pursuant to a charter 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. 4;,' • r• vtWIr” in 1)1if f u4ca f fdesetsee bpst9rtc nrrcf nuis1 ha", .rc, rcas rt 0, t'.n {e .y x Eu ch prr-ot o- ssiny xtr-fufNiq aher k .! f. 0i'c ronte ponds fi.rr! . zflvt + rat .c;. ,ff n i f y tmi cu ictair.tP a:2'u+rc^., f #fr f J.P. Morgan is a member of the Federal Reserve System with access to all Federal Reserve System services. M :u=, iw" ?,sWu , u .3'a,t do wonn!v;m- itatr( it genet:. or ifs kvdfrr.ifm'ss to weef, r0aitH ')Oirf, vfffobfts, vr'i 14 !Y19' qui' of va iir'ft ]- .; `Council pY {1livy shai fIr &O rrrpflfF elardis W r, of f, +,rpf,tf C1i( a,ms,>ar?z, prtxpt. lws. for e;<3anrntl,ftt4f tlttJ xrdz=r!,nrr -rrtf ift ordp� to .a e r "f' O + } crtur,f,t ?r.,> . ;a 4f e :prat..- .ma io ww^ im en 2r]c ("14 ttf^poskory ?Ne....irf arts ettocf. !f, .nw#ra , a f; Pafl,. rr. tir old fn, hg,;v In)iofrrtaifert-, iar rt , ° jy:gapra"+S:tF dy)twh sif ^nu fls tags ghrif . W:1.0i .f + xr , „r<; -i !"f. i 'alfsitt kn upper of uv common ify finproif( rr cw rfr Santa Arf,'#. J.P. Morgan and our local predecessor, Washington Mutual Bank (Wamu), have shown a sustained commitment to the City of Santa Ana and the surrounding community in various forms, including grants, lending, and homeownership preservation programs. Community Development Grants J.P. Morgan has 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 meet the changing needs of its communities. For example: In July 2009, J.P. Morgan provided $35,000 to the Neighborhood Housing Services of Orange County (NHS OC), who develops and finances affordable housing and strengthens neighborhoods in partnership with residents, local government, financial institutions and the business community. The funding is benefiting the HomeAgain 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 of foreclosed residential properties. With this support, the HomeAgain 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 a total of $3 million to expand the HomeAgain program primarily focusing on low and 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 60% of the individuals who will benefit from this program are low- or moderate- income, In November 2009, we provided a $45,000 grant to Pivot Learning Partners for their Instructional Leadership initiative in Santa Ana Unified School District (SAUSD). Pivot 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 Pige 64 Proposal for the City of Santa Ana JYMorgan the knowledge needed for schools to engage in a 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, consistency 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 principals in order to improve teaching and learning in Algebra 1 classes for 8th and 9th grades. 80% of the students in Santa Ana School District receive a free or reduced lunch. In December 2009, J.P. Morgan provided a $40,000 grant to Jamboree Housing Corporation for their Community Development initiative. Jamboree Housing Corporation (JHC) 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 communities 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. JHC will rehab the properties, and then sell them to low - income families as covenant restricted affordable housing. An agreement is in place with NHS Inland Empire to provide Homebuyer Education. Families may reside in one of the affordable housing developments owned by JHC, be community residents or be enrolled in a homebuyer education program. In Santa Aria, JHC will identify and acquire 20 single family homes from the bank's REO inventory as well as one multi- family housing development that will consist of 20 to 40 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.W. Morgan has distinguished itself as a national leader in community development lending. The bank provides financing for affordable housing and economic development projects in low- and moderate - income communities. For example, in January 2010, J.P. Morgan originated a $500,000 loam for M David Breaux apartments. The M David Breaux apartment complex is comprised of 10 units, and is located in a low - income community in 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 a central point of contact for legal aid groups and affordable housing advocates to 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) 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 to community groups to help them work with clients in mortgage default. Page 65 Proposal for the City of Santa Ana J.PM:oruan tn The HPO has a toll free help line for affordable housing nonprofit organizations and housing advocates to foster communication between the bank and these organizations in an effort to facilitate successful workout loans and prevent home foreclosure. 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 to 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. In the last two years, whether through a customer outreach event or through the national help line; numerous families from the City of Santa Ana at risk of losing their homes to foreclosure have utilized our HPO with the assistance of nonprofit housing counselors, iJ ,7 +:. u�F't .J i!,tot ,), Odrr�tltzzrt .,i le^ti )•ulrVe ,vit =p; <rr1,..r r'.lr�at rr a4.'t irtSf 9i: ;>l: rly (d<a'pSt, <it .•f+'.E. P1t r , Pr ! 1Fx re ! tt= if:a r r% +"tE4i. J.P. Morgan has identified pricing for services in the Cost Proposal. If the City chooses to add additional services outside of what is currently utilized then applicable fees will apply, JttY. Ad" . {rtfl i=? iC+rtt(,$f Q.'7Y mtl „RS^ piov(t v r1Atl'M i"NI 511'iWi 3f WF1, 0V r 4"' r' in it lrtb un tGrtr of ecor' rniliiox l d;Vlrat � (SI.000,060 00+ iivr ilax treari e, A:? iat;iif ill rt if {rs+,u t,if I of lop son. trt” a I wa f tw an"o iwa in [Me irasatrancei ciuo teatet er amny rite r „iy fFi, .di, A 0r iL 4 Wf! 4';'. , "aaeftkS. Eftitd)1t1 {4t`:) iifW Vohnii*g P5' Iq art ddionalifisiiivdf`,j A ari,�rid; Sri ,r3,sxa37 r is irad erkie r e frene is .- Pfaehcaa frig rata rz!fofonce ('E�taiba C). 1hii gaaallr,.y rs= C c n Iii, r; "Hoeiwi 'td ti IL 1t f, +8i day:; iwifh"it floor,, of (SrPtL f=tPFa tia>rr. A nofhu: rat"aaiIr.c4faffon R.tr.h P, .a'vL 1h r4, f i:.d °) zl.tg, F,1if nNUy t ai,"ef.' +M Me” iI iS pi "fa as 4i it iow, slit& ew", q s flit^ f1;3in Iif IJftt x ,:, 17 17 artwq w0flin (fla111 eitt;f, pi4'iod, {".rust"? m ill Cr. frib `aw of;{15UJ k8rwo FF r:1, A°!d rd r d: Ira oar ,t lfn` . +ftR f+H f'a b"fitiisy elk ofIP ffGliit the L''i" v, ril(:#i0ii f havi 2 C 0 i(meii 0(1 2>'}t? 'artr,. aypn , vi,rtr;; „nCletr lrr.it (v riat,l, bf<r f ;iifwc' f <x wait �ttury rlc five ,Mill iiiipv5o rio rPhfrrtrafwv o, wahsir)` it airg' 14wd upaor the r= onifpanl' rss ailesigs,mef se+p.rresettt xtavr JPMorgan Chase will not be able to agree to the final sentence, as the naming of an 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 will be pleased to discuss notification in the event of cancellation. Page 66 Proposal for the City of Santa Aria JYMorcyan ,' V'lt q ... iP .. ✓Y(F . ] 1i t1I q,W P . hi,lnt n ow !, q'i... yiY 44 dtV'. toi , 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 upon request. Commercial Cards The J.P. Morgan Commercial Card Is ideal for organizations looking to streamline their purchasing and travel card programs. The J.P. Morgan program competes in the commercial 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 Paymentl 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. Order to pay J.P. Morgan's Order -to -Pay solution is an electronic service for business -to- business commerce that streamlines accounts payable (A /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. Page 67 proposal for the City of Santa Ana J T Mo`C"gan t 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 to eliminate paper from your accounts payable process. Paper invoices, paper checks, and even faxed POs can be migrated 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- payrneni solution, Pay Connexion, offers a comprehensive payment gateway, including a wide range of features. Pay Connexion is a secure, multi - lingual (English - Spanish), highly available, fully -bank hosted, Level 1 PCI -DSS compliant multi - channel electronic payment platform that supports credit and debit card, as well as ACH /e -check payment methods. Because Pay Connexion is 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 touch -tone 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 or Sundays between the hours of 9:00 a.m. ET and 2:00 a.m. PT. Please refer to Appendix 10 for additional information on each of the aforementioned products. Page as Ptoposal for the City of Santa Ana /�d« � Ih9mmI k I@Nv,iet, � "�o;Wc^� Agreed ���� ������ ^�,��1���,� tn ,��� vo°', 2�m/r.y/`~ .'wo,, /. �',m o",'y'.`u/ow',7^^/n,nx//^"^v���u/vvu=x,c»h,o/�v,�/ // he, ./ qaox*//�, Ili, /�vo../w ^mnoeovom�n^vomw, mowm`mo/mo,i*/.p o*/v,00,/ pnge 69 ADDITIONAL INSURED ENDORSEMENT Park Assurance Company Insurance Company _ This endorsement modifies such insurance as is afforded by the provisions of Policy # 015 lating to the following: EXHIBIT 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 is 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, 2010 Policy # 015 this endorsement form as part of Issued to JPMorgan Chase & Co. and any Subsidiary Company Countersigned by Authorized Representative 20 Performance Monitoring Depository Services Cash and Vault Services Overall JPMorgan Chase Critical Ouality Measures Previous Previous Three Years YTD 2009 Months Pull Year Cash Depository Measures _ Deposit Verification Accuracy" 2008: 0.0965 _ 0.0770 Nou 09: 0.045 (Commercial Deposit Error Rate)* 2007: 0.1554 Oct 09: 0.072 Definition: Measures number of errors in the 2006: 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 crediting 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: 99.985 °1° 99.99 °1° Nov 09: 100% Definition: Measures percent of deposits received 2007: 99.979% Oct 09: 100% 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% -- PL fortna,nce Target: 99,98% ___ Deposit Verification Timeliness 2008: 99.993% t00% Nov 09 700 °b� Definition: Measures percent of deposits receiving 2007: 99.947!° Oct 09: 100% provisional credit that are verified within 48 hours of 2006: 99.999% Sept 09: 100% receipt -- Performance MAP +: 99.92% -- Performance Target: 99.93% Cash Disbursing Measures 2008: 0.0618 0.0763 Nov 09: 0.1201 Cash Order Error Rate per 1,000` 2007: 0.0770 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 2008: 99.997% _ 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 to the customers' carriers at the scheduled time -- Performance MAP +: 99.97% -- Performance Target: 99.97% `QAI Standard Quality Indicator T ���--- - --- ^ +- Minimum Acco table Pedorrttanee- VauftQualit My etacsOverail12108109 Wires Domestic Wire Transfer Services Global Ciearin JPMorgan Chase Critical Quality Measures Previous Previous Three Years YTO 2009 Months Ftrll Year) W ire Transfer Accuracy 2008: 23.24 Oct09: 0.011 _ Definition: Measures errors in the processing of 2007: 0.17 Sep09: 0.007 domestic wires that negatively impact incoming, 2006: 0.30 Aug09: 0.029 outgoing or internal transfsr payments for customers -- Performance MAP +: 6.0 Errors /10,000 -- Performance forget: 4.0 Errors /10,000 Same -Day Notification Timeliness 2008: 44.450/ _ Oct09: 11.11% Definition: Measures percent of wires received prior 2007: 69.58% Sep09: 13.77% to ad -off receiving same day notification through 2006:81,23% Aug09: 16.02% Information Reporting Platforms -- Performance MAP +: 95,0,0 -- Performance Target: 97.0% Wire Entry Speed of Answer 2008: 22.44 sec. Oct09: 9 Secs Definition: Measures Accessibility of Wire Transfers 2007: 16.25. sec. Sep09: 21 Secs Personnel based on speed of call pickup 2006: 38.67 see. Aug09: 20 Secs -• Performance MAP +: 40 Seconds (sec.) -- Performance Target: 20 Seconds sec. Wire Entry Average Abandon Call Rate 2008: 2.45% _ Oct09: 1.24% Definition: Measures the percent of incoming calls to 2007: 2.47% Sep09: 2.52% the Wire Entry that are abandoned prior to call 2006: 3.24% Aug09: 2.62% pickup -- Performance MAP +:.4.0% -- Performance Tar et 3.0% Straight - Through Processing Rate 2008: 97.10% _ Oct09: 97.08% Definition: Measures the percent of items processed 2007:96Y9% Sep09: 97.11% straight through the system, i.e., less total repair Aug09: 97.02% volume -- Performance Target: 97.50% +MinHnum Acce rtable Performance _ DarnWireQualityMatrlcs — Overall t D/t Dl09 �_ - -- October 2009 The information contained in this document is confidential and proprietary to JPMorgan Chase Et Co. The business resiliency plans of JPMorgan Chase Et Co. are subject to change without notice and do not guarantee that for every disaster or business disruption: (i) such plans will be successfully implemented; or (ii) such plans, if implemented, will be sufficient and appropriate to avoid, deter or mitigate the disaster or business disruption. t) 2009 JPMorgan Chase Et Co. All rights reserved. CONFIDENTIAL Business Resiliency Planning Recovering from or even avoiding a service disruption, whether a component failure or a full - scale disaster, depends on a comprehensive and effective contingency and business recovery planning process combined with experienced people to execute the plan. J.P. Morgan's business resiliency plans address all parts of the business - including employees, facilities, systems, telecommunications and clients. Our business resiliency plans are living documents that are updated on an ongoing basis to incorporate lessons learned and tested regularly to validate the effectiveness and completeness of the plans. Business Resiliency plans are classified 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 J.P. Morgan's Treasury Et Securities Services line of business. J.P. Morgan uses an integrated Business Resiliency strategy that 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 lasting 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 (FFIEC) 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 plans are documented to account for the worst -case scenario, involving loss of life and widespread geographic interruption. The firm's Treasury Et Securities Services line of business maintains a dedicated staff responsible for providing Business Resiliency services to all 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 of critical systems and applications from an interruption to normal processing cycles. A full range of technical solutions are used, with the specific technologies applied to each application /function 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 offsite tape backups, depending on the criticality and recovery window of the application(s). Documented business continuity strategies and plans address the recovery of functions and /or people to one or more viable alternate recovery sites. When similar processes utilizing like systems are performed at multiple locations, the use of a sister site or distributed operating model is generally the preferred recovery approach. A sister site is defined as a facility that performs like processes, using similar 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. JTMor�an C ON FI DE. N T I At, Plan Development J.P. Morgan uses a formal Business Impact Analysis (BA) process and a standard tool to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Analyst works with the business unit staff to conduct this assessment. The BIA measures the potential impact of disruption to clients, as well as legal, regulatory and financial impact to the firm if the business process is not able to function. The business unit then establishes a recovery window for processes and supporting infrastructure. The recovery window range begins with intraday recovery and extends out based on the criticality and time - sensitivity of the process. Output from the BiA is used to define and develop a preferred recovery strategy consistent with the specified recovery window. Standardized methodologies, templates and tools provide consistent reporting (mechanisms, helping to ensure that the selected strategy and the detailed plan address all relevant aspects of the FFIEC guidelines. Alt business continuity plans are required to incorporate and satisfy specific critical elements, including: • Recovery Strategy • Employee Calt Tree • Customers /Vendors • Recovery Time Objective • Damage Assessment • Equipment /Software • Emergency Notification • Recovery Procedures • Telecommunications Recovery site selection includes evaluation of sites that will not likely be impacted by the same event considering regional geography and critical infrastructure that supports the process. In many cases, alternate J.P. Morgan locations or sister sites are the primary recovery site. Select business units have established hot site locations for business and technology recovery while others have contracts with third party vendors to provide and support business and systems recovery. Where applicable, business resiliency plans reference command centers, assembly sites, offsite 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 Estate and Desktop Support, ensure recovery sites can be utilized effectively at the time of an interruption and that plans are established to provide required infrastructure within allowable timeframes. Testing, Training and Education Alt plans must comply with the firms' corporate testing policy and test cycle. Each resiliency plan is tested annually. Exercises can include: ,, Notification Procedures (i.e. Call Trees): An unplanned and unannounced exercise of a documented call tree. 0, Walkthrough of Resiliency Plans: An exercise that validates that the resiliency plan incorporates all critical processes and identifies gaps or other weaknesses requiring remediation. It also familiarizes the business unit or support group staff with the plan and their role in its execution. Walkthroughs can be combined with Table Top or full physical tests as part of test preparation. Table Top Testing: An exercise to validate a Resiliency Plan's assumptions including those related to dependencies, support groups', outside service providers' and vendors' ability to provide support are sound and known by the other parties. Full Physical Testing: An exercise that validates the Plan's ability to recover business units, processes, applications, and infrastructure within the established recovery time objective without dependency on the primary site. C0 N F I DE NT I AL 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 sessions, with the business unit, to formally review it[ aspects of the resiliency plan and make updates as necessary. Where applicable, we educate each shift of the general employee population on how to respond to an event at their facility, in addition to the employees that will be directly involved with a recovery effort. In addition, J.P. Morgan has a formal, centrally managed, validation 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 not easily reproduced or replaceable. Business Resiliency plans are subject to reviews by J.P. Morgan's Internal Audit Department and the Resiliency Risk Management group, which acts as the firm's governing body for Business Resiliency measures. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, Risk Management and division executive for review. Event Management, Escalation and Response J.P, Morgan has regional crisis management teams in place to address emerging risks and respond to actual recovery issues. Within each line of business, a crisis management framework is in place to manage business units and customers through a potential or actual business interruption event. This process is tested on a regular basis and has been successfully used to manage through a multitude of planned and unplanned events including hurricanes, floods, snowstorms, terrorist attacks, technology interruptions and power outages. The following areas are addressed: I Notification of employees and activation of the plan Damage assessment of facility, technology and work -in- progress Evaluation and impact of established service level agreements Communication with key support providers and customers Recovery of work-in- progress Recovery site activation Impact on support groups and interdependent processes Movement of work and people Business unit and technology recovery Restoration of the process back to the original 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 lines are used to communicate and coordinate activities across alt business units and support groups. In an actual business disruption, it can be critical to determine accurately the extent of damage and the resources required to resume and maintain operations. Damage Assessment is comprised of three components, coordinated by groups knowledgeable in their established discipline: the Facilities and Critical Infrastructure Group evaluates the facility and select supporting infrastructure; business unit management evaluates the impact of in- progress and expected workload and determines the appropriate level of response; Global Technology Infrastructure evaluates the impact on electronic equipment, including computers, network and servers. JTMorcran CON FI DENTIAt Within each tine of business at each location, a senior individual is appointed to represent the business at the J.P. Morgan's firm -wide Crisis Command Center. In the event of a business disruption, J.P. Morgan will activate the Command Center in order to determine the scope of the disruption, the effect on the business and on our clients. When activated, the Crisis Command Center is staffed 24 hours a day with senior representatives from Facilities, Security, Technology, Infrastructure, Risk Management, Legal /Compliance, Insurance, Audit, Human Resources, Corporate Communications /Marketing, Finance and each line of business. To keep clients informed during a business disruption J.P. Morgan relies on both written and verbal communications. We provide clients with regular updates summarizing the status of the situation and the impact to clients. Depending on the nature of the disruption and the number of clients impacted, the firm may use direct telephone calls, conference calls, e mails, faxes, recorded messages, and other means to disseminate information. When applicable, communications may include contact information for those areas operating at contingency locations. Minimizing Likelihood and Extent of A Disruption 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 geographic distribution helps to reduce the impact of a local disruption on our business. Each location has at least one defined and tested recovery site with connectivity to applications and a tested plan for relocating to the alternate site and resuming business. Further minimizing the likelihood of a full -scale business disruption, J.P. Morgan's data centers and data storage procedures have been designed to minimize the likelihood of a disruption in the event of a disaster, as described below. zs Data centers have on -site backup processing resources to address local equipment issues. n Data centers and major operations facilities are designed to receive electrical power from two separate utility providers and are also equipped with backup power generation and surge suppression systems. v= Buildings feature stringent 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 secured at the main entrance, requiring electronic ID cards for access. In addition, a trained and equipped security staff provides 24 -hour coverage. In major facilities, 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 our global operating facilities and data centers, which is designed to maintain communications in the event of a disaster. We have redundant components for each connection (e.g., routers, switches, etc.) which allow us to immediately correct device failures. We have configured our network with multiple diversely routed paths that allow us to re- direct traffic in the event of a disruption. This enables us to revert to additional options in the event of a provider outage. J.P.Mor(;an CONFIDENTIAL Wide -scale Staff Disruption (including Pandemic Preparedness) Based on the World Health Organization's pandemic model, J.P. 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 to the 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 its obligations to you and to all of pun customers. Contact Information For further information on the J.P. Morgan Business Resiliency program, please contact: Maureen Gilch Vice President TSS Information Risk Manager Telephone: 302.634.1496 E- mail _TSS Client Response Support J PMorCra:n TREASURY SERVICES Account Analysis Statement Guide Portrait Format Statement J6PMorgan / j "�' d t.. i 11 This guide is intended to provide information to help you understand each section of your Account Analysis statement(s). Ail balance terms, column headings and summary line items are defined in detail with clear cross references. Information About Statements Each month, you will receive a detailed Account Analysis statoment for your account. It you have nudtIPle accounts, you will receive a summary Account Analysis statement for your entire billing relationship In addition to a detailed Account Analysis statement for each individual account. Detailed Account Analysis Statement The detailed Account Analysis statement contains three sections: • Balance Analysis A concise monthly and average year- to-date summary of your average balances, service charges, and earnings allowance. This summary provides a step -by -step I eview 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 balance equivalent. Services are grouped by product family. • Adjustment Pages 1'0 provide summary and detailed Information related to your historical adjustments and financial impacts to your bill. Summary Account Analysis Statement The summary Account Analysis Statement contains four sections. In addition to the Balance Analysis, Service Analysis and Adjustment Anatysis sections, the summary Account Analysis statement also contains a Relationship Account Summary, which is a list of all accounts included in your relationship summary. Account Analysis Definitions and Formulas f Summarizes your average monthly and year-to-date balances, service charges and earnings allowance. It provides a step -by -step review of how your investable balance and earnings allowance were calculated. In the following descriptions, the term "month" refers to the number of calendar days the account is open within the month. ® Account Number /Group Account Number: The demand deposit account (DDA) number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. QPage Numbers: Each page of the analysis is numbered consecutively and also reflects [tie total number of pages in the entire statement. © statement Period: The beginning and ending date of the statement. 0 Contact: Your IPMorgan Chase relationship manager or the department managing your relationship. QAccount Number: The number of the individual or group DDA covered by this Balance Analysis section. 0 Average Ledger Balance; The net sum of the daily positive and negative ledger balances for the month, divided by the number a( (lays in the month. The balance of the last preceding business day is used for weekends and holidays. ® Less Average Float: The difference between the average ledger balance and average collected balance for the month. IPMorgan Chase assigns float on deposited items based an our published availability schedules. QAverage Collected Balance: The net sum of the daily positive and negative collected balances for the month, divided by the number of clays in the month. a Average Negative Collected Balance The sum of the daily negative collected balances for the month, divided by the [lumbar of days in the month, This balance is used in determining the negative collected balance fee, which also appears in the Service Analysis section ofyour statement, Average Positive Collected Balance: The sum of the daily positive. collected balances for the month, divided by the number of days in the month. Less Reserve Requirement: file portion of the DDA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges. �} Average Investable Balance: file sum of the average positive collected balances, less reserve requirements (less loan compensating balances, if applicable). This is the balance on which the earnings credit rate (ECR) is applied. Balances Not Eligible for Earnings Allowance: The portion of tine investable balances that does not receive earnings credit. ® Balances Eligible for Earnings Allowance: The portion of the investable balances that receives earnings credit. Less Balance Required: Balance required to offset the current month's balance -based service charges. Excess (Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance• based service charges have been deducted. ® Reserve Adjustment Collected: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on dehcit collected balances. G Net Collected Balance Position: The net collected balance position Is the sum of the investable balance and the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, this is the additional positive collected balance required to offset all service charges. Earnings Credit Allowance: 1 "be calculated value of balances maintained during the month, which can be used to offset balance-based service charges. The ECR is displayed on each corresponding detailed DDA statement, IM Total Charge for Services: The sum of the charges for services rendered. This amount is detailed in the Service Analysis section. Will be either: A. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. B. Net Service Credit: Amount of excess credit remaining after the total charge for services has been deducted from the earnings credit allowance where the result is positive. Service Charge Amount: Net charge (total service charge after offset of earnings allowance), which wilt be debited from DDAyou have specified (or invoiced, ff applicable). JPMorganChase 90 JPM br(la o Cl,,,,,, Benk. N A. ABC CC IFAW 123 MAIN ST CITY ST ZIP O 3ra[; A 0 Pag.=1 © NOV 1 Ihmugh NOV 30, 2006 Q t ?r hie„ Jon "smnit © Account Analysis Statement G'mi(o Acnwnt t)1 iTa.St > /tl;)OI ©;iOtlf °A%(:gUNt Balance Analysis Average jhis Parlod Yoar tat Date 0 Average Ledger Balance 739,811.19 739,811.19 O Less Average Float - 231,849.03 - 231,849.63 Q Average Collected Balance - -� -^ 507.961.56 507,961.56 Avg Negative Collected Balance - 16,381.16 - 16,381.16 m Avg Positive Collected Balance 524,342.72 524,342.72 Less Reserve Requirement - 52,434.24 - 52,434.24 (A Average Investable Balance -- 471,90848 -- 471,908.48 Bal Not Eligible - Ei ng Allow 2100,000A0 200,000.00 Bnl Eligible - Earnings Allow 271,90848 271,908.48 (F1 Less Balance Required - 2,044,4 24.63 - 2,614,424.33 Qi rXr ess/ Deficit) Investable 0aiance -__- -� X2'.142,516.15 - 2;42.513.15 Reserve Adjustment-Collecied - 238,057.35 - 238,057.35 Net Collected Balance Position - 2.380,573.50 - 2.380,573.50 Service Charge Calculation Earnings CedA Allowance 715.72 715.72 Total Charge for`Seivicec - 4,107.87 - 4107.87 m Wit Charge for Servicos — .-__.._- x,392.15 -3,392.15 - Service Charge Amount 3,392.15 $®wipe Charges Will Be Debited From ACCaIDt ill 1234L67Rsi l 3 Provides a review of all services used during the month, product volumes, and the resulting service charge and balance equivalent. Services are grouped by product family. © Account Number /Group Account Number: The DDA number far this statement. For grmips, the account number designated to represent a group of accounts in a relationship. Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages In the statement, Statement Period: The heginning and ending date of the statement. 0 Service: This column lists all services V used dun ing the month. Services are grouped by product Family. `".t Number of units: This column displays total volume for each service used. © Unit Price (S): The price per unit of service is displayed. If accounts within a relationship analysis have different pricing for the some service, the services wilt be listed at each price for that service. Balance Required (S): The balance required to offset the current month's balance -based service charges. This amount is calculated by dividing the total charge for services by the ECR, then multiplying by the number of days in the year and dividing by the number of days in the month. Total Charge for services (.5); This amount represents the sum of alt charges for services rendered during, the month. © Account Number: The number of the 0 Charge for 5ervice($): This column Summary of Accounts: The list individual or group DDA eovcred by displays the total charge for each of all account's included in your this Service Analysis section, service. relationship. JilamorganChase C� JPNIo +om1 Chase Honk. N.A �l. I,AI A� 1 1 1 :. P.ij, 2 ,f 27 JPMorganChase OF 01.5111 bank. IV _A_ ABC COMPANY NOV 1 through NOV 30, 2006 (D Summary of Accounts Included In Analysis 1 1 11 5671390'11234 ill iff) I F:1311riIv4f 1 ill 1178901 M 01 I7Wr17tI 1p 111 18510112341,6 ill 1 1Z'149111390 W'll Ili li')ffl 1234,)Flll 5 JPMorganChase A0 Servi `1 ' a,lalgpn. Ch""l B".1, N A Go If 0 Page 3 of 27 FDIC F A.:ww AR- COMPANY AGd,t,. 0 NOY I 1r,of,gh NOV 30, 2001 Des---- -- - Depert Service Analysis Dl 0 ,p C� 0 Service o NL;Mbv.t 0 Ujil Charge 0 Balance at Uil't Pare service Ref,fu,M Dep C1 D,pCt Automated Clearing House C"idils ACH C,,dl Rc�e;,wf 31 02000 62, 3645.93 D,p RH ACH Die t Received 12 02000 240 1527411 ACH Add,.,,da Rflmds 9 00200 U 27 171.83 Who, MIS Pedval Tax Piorim,fl, 20 50000 100 00 63.444.28 UPS Fed Moilehly lRepoft I 15.00OU 1503 9548£4 WLS C� ,,C,,,,jh4fion Services 'A' U C0 ROM Media i 50 Carlo 5000 31!12214 fil".. Ill or ROM Maintenance 1 510 coca 50 00 11,82214 ALS R1 I Check Image. 191e Ra. 1562 0.04 "a 6248 39,764 95, Pis L information Services cmt D CM strip payficot Irr".1ol 1 12.0000 1200 11 637 31 Sine C?AFW Della Rapotimg I of Ace: 1 1250000 12500 79555 36 CMrW Debatl Rpt A1,11 Ac,t 5 D= 275 CO il,5.02i 81 Globj Panne Total Charge for Services 4,10737 2,614,424,63 JPMorganChase OF 01.5111 bank. IV _A_ ABC COMPANY NOV 1 through NOV 30, 2006 (D Summary of Accounts Included In Analysis 1 1 11 5671390'11234 ill iff) I F:1311riIv4f 1 ill 1178901 M 01 I7Wr17tI 1p 111 18510112341,6 ill 1 1Z'149111390 W'll Ili li')ffl 1234,)Flll 5 Summarizes your financial impacts related to adjustments processed daring this period, as well as restates your balance analysis post the adjustments processing. 0 Deposit /Group Account Number: The demand deposit account(I)DA) for this statement. For groups, this is the account designated to represent a group of accounts Lm a relationship. ® Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. © Statement Period: The beginning and ending date of the statement. Alk Financial Recap: This section will list any historical periods that were impacted by adjustments and Net Adjustment Amount, 0 Bitting Account: The DDA account number that is assessed with the net service charge amount. V Cycle Date: The month and yea of the adjusted historical period. QSettlement Date: The date the service charges were due. QPrevious Net Charge for Service: The service charge amount last assessed for the reported period. Q Adjusted Net Charge for Services: The service charge amount after the adjustment is applied. It Net Charge /Credit for Service Adjustment Amount: The difference between the previous and adjusted Net Charge for Services. ® Historical Adjustment Summary: Refer to page 2 far descriptions of each field. Ihis section will show your previous balance information as well as your adjusted balance information, which Is after all adjustments were processed For this cycle. JPMorganChase p ABC COMPANY Adjustment Pages (% Financial Recap adimil Account 1111234567890 _Cvcir, Oate_ Settlement Date Previous Not Charge for Services AUG 2006 08.31 -2006 3,446.12 SEPl'2008 09.302006 D.00 TOTAL 19 Historical Adjustment Summary Group Account: 111 DDA 12345678901 ADD 01 through AUG 31, 2006 O Gmup AccoweV 111 12345678001 © Page 26 of 27 d NOv of ihmugh NOV 30, 2006 6911 Adjusted Not Charge for Serviceq 1,449 69 0 00 Description Rate Previously Balance Information Rate Adjusted Reported Prev- IOU, sly Reported Reported Average Ledger Balance 334,91238 Less Average Float - 31,377.48 Average Collected Balance _ _ 303,534,90 Less Reserve Requiromont - 3135148 Average Investable Balance 273,181.40 Less Balance Required - 1,098,54327 Excess (Deficit) Invest [1,11 _ - - -_- 826,361,87 Reserve AdjusCmoni Contacted 91,706.87 Not Collected Balance Pbaiibn 4317,068.74 Service Charge Calculation Earnings Credit Allowance 1,120.39 Total Charge for Services - 4,566.51 __— _- Mm Charge for Services " - - 3,446.12 ADJUSTED ACCOUNTS IN OED 111 DDA 12345678901 0 Net Charge/ Credit for Services Adjustment Ardownt -3.57 0.00 -3.57 Balance Information Adjusted Reported 334,012.38 3'7788 _._........_...,,..302 534.90 -30253,48 272 281.40 ,093,112.60 - 82.0,831.20 -91,203.46 1,116,82 _•4,5586.51 _. _3,849.69 '. � Historical Atl]usiment Summary Group Account: 111 DDA 12345678901 SLPT 01 through SEPT 30, 2006 Descrlpt_on R.I. Previously Balance Information Rate Adjusted Balance Information Reported Previously Reuo_rtol Reported Ad,Jusled Re or ad Average Ledger Balance 366,969,18 3661989.18 Less Average Float - 48.708.03 _ _ -49,208.03 Average Collected Balance 318,281,15 317,761.15 Less Reserve Requirement _ _ -3i Xl3ID Average Investable Balance 286,453.03 288,003.05 Less Balance Required - 131,564.20 .12511£6%62 Excess (Deficit) invest But 154,888.77 150,879.43 Reserve Adjustment Collerted 17,209.86 17,865.82 Net Collected Balance Position 172.096.63 178,688.25 Service Charge Calculation Earnings Credit Altowance 962.94 95989 Total Charge for Servicea _ 443.30 -452,30 Net Credif for Sorvlcos _ 519.64 - —_ �_ �— 507.19 ARJU9TED AGGOUN751NG4UD�[7 7 �A,..a'r.61 Details your balance and volume /pricing adjustments. information includes change to original transaction and impact to charge for service. ® Deposit /Group Account Number: The demand deposit account (DDA) for this statement. For groups, this is the account designated to represent a group of accounts in a relationship. ® Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. 0 Statement Period: The beginning and ending date of the statement. ® Adjusted Cycle Date: The month and year of the adjusted historical period. QAccount Number: The DDA to which a balance adjustment has been applied. Q Date Posted; The date we processed the balance adjustment. 0 Start Date: File first date duringthe month reported that the balance adjustment is effective. 87 End Date: The last date during the month reported that the balance adjustment is effective. OCollected Balance Adjustment Amount: The dollar amount of the balance adjustment. (Do I m pact to Average Balance: The balance adjushe e n t a mount multiplied times the number of effective days than divided by the total number of days in the period. impact to Earnings Allowance: The amount that is added or subtracted from the Earnings Allowance as a result of this balance adjustment. This amount does not reflect reserve requirements. Impact to Net Charge /Credit for Services: The amount that is added or subtracted from the Net Chargp /Credit for Services as a result of this balance adjustment. This amount does not reflect reserve requirements. a Product FamilyfOrfght Code and Service: File product f"mnily or Lockbox number, if applicable and the service description. ® Unit Price: The price per unit of service is displayecL Number of Units:The total volume for each service. Oft Charge for Services: The total charge for each service. JPMarganChase 100 )PMo gin Chase Bank, N.A. ABC COMPANY Adjustment Pages 0 Croup Account. 111 12945678901 Q Page 27 of 27 0 NOV 01 through NOV 30, 2006 Balance Adjustment Detail 0 Impact to 0 AUG 01 through AUG 31, 2006 Earnings ChargelCredit 0 0 0 0 0 paje Posted Start Date End Date Collected Balance Impact to Average Adjustment flfll21 &g mcu 111 DDA 12345678901 11 -10 -2006 08 -01 -2006 06 -31 -2006 - 1,000.00 - 1,000.00 Total AUG 2006 SEP 01 through SEP 30, 2006 Date Posted Start Datg End Oat e Collected Balance Impact to Average Adjustment Balance Amount 111 DDA 12345678901 11 -10 -2006 09 -01 -2006 0930.2006 - 000 -00 - 1,000.00 Total SEPT 2006 Volume /Pricing Adjustment Detail 0 SEP 01 through SEP 30, 2006 0 0 Impact to Impact to Net Earnings ChargelCredit Allowance for Services -3.57 -3.57 _. -3.57 Impact to Impact to Net Earnings Charge/Credit Allowance for Services -3.45 -3.45 ....___3.45. M ( 6) IV Product Family/Origin Code Unit Price Number of Writs Charge for Services Service 0 111 DDA1234567 &901 Account Services Checks Paid '5000 to 5.00 Original A000 10 4,00 Adjusted -1.00 Impact to Net Charge/Credit for Services is -1.00 Account Maintenance 40.0000 1 10.00 Original 40.0000 2 2 =OtD, Adjusted 10.00 Impact to Net ChargelCredit for Services is 10.00 TOTAL SEP 2006 9.00 9 ;/ gg pp t t' ,' i r � i5 'E. 'L,, t,.." 2.. ? ". ii`A i 6 a i 3 kt� ` &' i, .,,,:'i M_ , t i a r ..d l § 2 ..:. This listing of terms and definitions is provided so that you can easily review how the Account Analysis figures were calculated, Average Collected Balance: The net sum of the daily ending positive and negative collected balances for the nmonlh, divided by t"he number of days In the month. The average collected balance is the average ledger balance. less average float. Average Float: The difference between the average (edger balance and the average collected balance for the month, tPMorgan Chase assigns float on deposited items based on our published availability schedules. Average Investable Balance: The average positive collected batance. less reserve requirement (less Innn compensating balances, if applicable). This is the balance on which the ECR is applied. Average [edger Balance: The net sum of the daily positive and negative ledger balances for the mouth, divided by the number of days in the month- Average Negative Collected Balance: The daily negative collected balances for the month, divided by the number of days in the month. This balance is used in determining the negative collected balance fee. Average Positive Collected Balanco: The daily positive collected balances for the month divided by the number of days in the month. Average Year to Date: The balance analysis tine calculations averaged for the calendar year, when an account Is opener) during the. year, this column represents the average since the accountwas opened. Balance-Based Service Charges: Service charges that can be offset by tire caain gs credit allowance. is Balance Required: Balance required to offset the current month's balance -based service charges. This amount is calculated by dividing the total charge for services by the ECR, their multiptying by the number of days in the yea rand dividing by the number of days in [he month. Balances Brought Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances carried over from prior months to be accumulated within the current month. Balances Taken Forward: For accounts on settlement cycle other than monthly, this represents the excess balances accumulated within the analysis cycle, which wilt be carried over to the next month, Charges Brought Forward: For accounts Oil a settlement cycle other than monthly, this represents the amount of service charges carried over 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 of service charges accumulated within tire analysis cycle, which wilt lie carried over to the next month, Collected Balance: Ledger balance less float. Credit Requirement: If required, the collected balance that must be maintained for credit services. The balance has been adjusted try the DDA reserve amount. Earnings Credit Allowance. Calculated value of balances maintained during the month, which can be used to offset balance -base[ service charges. This amount is cairulated by multiplying tire average investable batance, times the ECR, times the number of day, in the mouth, divided by the number of days in the year. Earnings Credit Rate: The rate used to value your average investable balance. Excess (Deficit) Earnings Allowance: Difference between the earnings credit allowance and the balmue -wised service charges. Excess (Deficit) Investable Balance: The excess or deficit in balances remaining afterthe balances required to offset the current month's balance -based service charges have been deducted. FDIC Assessment: A pass - through fee based on each $1,000 of the monthly average ledger balance, times the current premium rate. Fee -Based Service Charges: Service charges that cannot be offset by lire earnings credit allowance: Impact to Average Balance: The balance adjustment amount multiplied times the number of effective days then divided by the total number of days In the period. Impact Earnings Allowance: The amount that is added or subtracted from the Earnings Allowance as a result of balance adjustments. (continued) JPMaegan Treasury Services jpmorgan.coni The services and charges container) in the attount ani ipsis stffienrents In Fes guide are pravided for illustrative purposes And May diner Irem a pimps actual service and charges. a) 2000 InMOfyOn Cli A Cn. All riyhla'eserveil. IeMO(gan Chase 6m0. N.A. Mcvnber FDIC 7 A --2010 -204 NOV 13 MIR Document Checklist I JPMORGAN CHASE BANK, N.A. Robert Donahue 949- 471 -9869 Robert.Donahue@chase.com Attn: Christine Duarte CITY OF SANTA ANA 20 Civic Center PLZ Santa Ana, CA 927014010 Dear Christine, For your convenience, on the following page is a listing of documents contained in this package that pertain to the produotstservices you have requested, with instructions for each document. Please review the list for accuracy and contact us immediately if you have questions or concerns. Any modifications to the attached documents, including but not limited to any changes, amendments, deletions and/or additions, will not be binding upon us unless such modifications are acknowledged and agreed to in writing by an officer of JPMorgan Chase. For your protection, where documents in this package are being sent as e -mail attachments and have been pre - filled, the account and/or SSNMN number has been truncated to the last 4 digits, or the documents have been encrypted and may require a password to open. If you require specific information regarding your account, please contact your Service Representative. AN: 3.50914 Pfrge 1 crf 51 PjV. 350914 DOCIP: 0 Page 2 of 51 Document Name - ID Instructions LJ -Certificate Regarding Accounts - CR—A —_1 !npIqte, Sign Return. ❑ Account Terms 2 _—Go For refer ❑ Funds Transfer Procedure —3 Complete, Sign and Return. Agreement - MM Commercial Consolidated Service Terms for 4 -- For Freference7only. Commercial Bank and Dealer Commercial Services LJ -0—C-e—rtificate CB Business Signature Card Complete, �Si nand Return -C—om-p-let of Incumbency 6 el S19 and Return. W-9 — 7 -- _q Complete, -99n, and Return PjV. 350914 DOCIP: 0 Page 2 of 51 II W1,11 P'l I III I Certificate Regarding Accounts v 1,402_i9_10 Instructions: Complete all relevant spaces with the requested information as applicable to the type of organization. Obtain signature of certifying signer(s) at the conclusion of the Certificate. HEADING Customer Name: CITY OF SANTA ANA ( "Customer') Tax Identification Number: 956000785 ( "Client Entity") Business Name: ( "Business ") (Applicable only for Sole Proprietorstti or business o aratin under an assumed name) Jurisdiction of Organization: CALIFORNIA Type of Organization 0 Corporation ❑ Sale Proprietorship ❑ Trust © Unincorporated Association (Check One) O Limited Liability Company El Partnership (including Limited Liability Partnership) ❑ Business Trust (under Delaware or Massachusetts law only) ❑ Joint Venture 2 Governmental Entity (specify type): MUNICIPALITY Other: A. DESIGNATION OF DEPOSITORY, This Certificate Regarding Accounts (this "Certificate ") is provided to any bank subsidiary of J.P. Morgan Chase & Co. (collectively, "Bank ") with respect to any and all deposit accounts, related products and all Treasury Services products or services, that Customer currently has or may open in the future with Bank (collectively, the "Accounts"), B. CERTIFICATION (as applicable to Type of Organization) 1. Corporation, Limited Liability Company, PartnershiplLLP, Unincorporated Association, Business Trust. I am an officer, member, manager, director, or general partner (or person authorized to represent the member, manager, director or general partner), as applicable, of Customer. 1 certify to Bank that the governing body of Customer has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resolutions were adopted in accordance will) all requirements of law and of Customers organizational documents, have been entered in the regular minute books of Customer, have not been rescinded, or modified, and are now in full force and effect. 2. Governmental Entity. I am either the Custodian of the official records of Customer (the "Certifying Official "), or the public official authorized by law to establish and administer the Financial accounts of Customer (the "Financial Officer "), and authorized to take all actions described in this Certificate. Bank has been designated a depository for funds of Customer in the manner required by applicable law. I certify to Bank [hat the governing body or Customer, if any, has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resolutions were adopted in accordance with all requirements of law and of Customer's organizing statutes, charter, by -laws, ordinances, or other applicable laws and documents, have been entered in the regular minute books of Customer, and are now in full force and affect. Trust. (Other than a business trust) I am (we are) all of the duty appointed and acting trustee(s) of the trust. I (we) certify to Bank that Customer's trust agreement and all other governing documents authorize the trustees to take all actions and enter into all agreements described in this Certificate, and that such authorization is in accordance with all requirements of law now, in full force and effect. 4 Joint Venture. We are all the joint venturers of Customer. We certify to Bank that the joint venturers of Customer have authorized all actions and agreements described in this Certificate, and that such authorization is now in full force and effect. PtV., 35O9I A DOC ID: I Page 3 of 51 I � 11111 l�ll 5, Sole Proprietor. I am the Customer, and I individually am the sole owner of the Business. The Business is not a corporation, partnership, limited liability company, or Orly other form of business entity. This Certificate constitutes a durable power of attorney appointing agents, each acting singly, to take any and all action authorized under this Certificate or any other document described in this Certificate. This power of attorney will survive my incompetence, incapacity, or disability. "Attorney -in- Fact" means any of the following listed persons, acting singly unless otherwise provided in this Certificate: C. AUTHORIZATIONS (applicable to all Types of Organizations) ro Account Opening. Each Account Manager is authorized to open one or more Accounts from time to time with Bank. "Account Manager" means each person holding an officer title with Customer. If Customer is a limited liability company or partnership, "Account Manager" means any member, manager, general partner, or trustee (or authorized official of a member, manager, general partner, or trustee) of Customer. However, if any names or titles are listed in the following line, "Account Manager" means only the following listed persons: . If Customer is a sole proprietor, "Account Manager" means only Customer individually (i.e., the owner of the Business) or an Attorney -in -Fact, if designated by Customer. If Customer is a trust (other than a business trust), "Account Manager" means only each individual trustee and each person authorized to act on behalf of any entity trustee of Customer, It Customer is a joint venture, "Account Manager" means only each joint venturer and each person authorized to act on behalf of the joint venture, If Customer is a governmental entity whose financial affairs are directed by a Financial Officer, "Account Manager" means only the Financial Officer. If Customer is a governmental entity whose financial affairs are directed by a governmental body, "Account Manager" means only the Certifying Official, Opening any Account will constitute Customers agreement to be bound by all of Bank's account terms, conditions, documents, and agreements (as they may be amended from time to time) executed or delivered in connection with the Account, Banking Services. "Authorized Person" means any Account Manager as designated above in Section Cit. An Authorized Person may perform any or all of the functions listed below. Subject to any written agreement (and other forms applicable to the products and services), between Customer and Bank, any one Authorized Person is authorized to: (t) sign checks, drafts, notes, acceptances and other instruments (collectively referred to as °Items"); (2) take any action and/or give in instructions in writing, verbally, electronically or otherwise, ( "Instructions ") as provided in the account terms or other agreement between Customer and Bank; and (3) identify, implement and contract with Bank for cash management product and services relating to an Account and/or other general banking services for the benefit of Customer, including without limitation electronic funds transfer services, electronic information services, automated clearinghouse services, lockbox services, fraud prevention services, and automated sweep investment services. Use of any such service will constitute Custemer's agreement to Bank's standard agreements applicable to the products or services requested. h. Changes to Authorized Persons, The Secretary, any Assistant Secretary, or any Account Manager may instruct Bank to add, delete or otherwise make changes to Authorized Persons by a written notice to Bank ( "Change Notice "). The Change Notice should identify all changes to Authorized Persons, including persons added or deleted, certify the name, title, and signature of each additional Authorized Person, and set forth any limitations to the authority of Authorized Persons. g. Deposits. Bank is authorized to accept for deposit, credit, collection, or any other purpose, items or electronic deposits payable to (t) Customer by any trade name or style used by Customer, or (2) any owner, shareholder, partner, member, manager, trustee, or venturer of Customer ("Owner "), or (3) more than one Owner, either jointly or in the alternative. All hems may be deposited to any Account with or without endorsement. 101 Continued Effectiveness. This Certificate will continue in full force and effect until Bank actually receives written notice from Customer revoking or modifying this certificate and Bank ties had a reasonable opportunity to act on it. Bank may conclusively presume that this Cedificate is in effect and that the persons identified from time to time as Account Managers or Authorized Persons by this Certificate, any signature card, or any Change Notice have been duly elected or appointed and continue to hold such positions. Customer releases Bank from any liability and will indemnify Bank against any loss, liability, or expense arising from Bank's reliance on this Certificate or any other certification or instructions provided by the Secretary, any Assistant Secretary, or any Account Manager, D- ADDITIONAL PROVISIONS (Only applicable to Trust or Governmental Entity) ll. Delegation of Authority for Trusts. If Customer is a trust (other than a business trust), each of the trustees expressly represents that the delegation of authority provided in this Certificate is for the ministerial act of executing instruments payable by, providing instructions to, or making deposits in Bank with respect to trust assets in an Account, which are authorized by the trust instrument. Bank is entitled to rely on this representation in conducting any business relating to any Account of the trust. 1'A': 350114 DOC /d: 1 d'age 4 of 51 12. Death, Resignation, or Inability of Trustee to Act. If Customer is a trust (other than a business trust) and any trustee dies, resigns, declines to serve, or is unable to act as trustee, each surviving trustee or successor trustee is obligated to notify Bank and to provide Bank with a new Certificate authorizing Bank to act on the order or instruction of any newly appointed trustee. 13. Authority of Govermmental Entity. If Customer is a governmental entity and Bank at any time determines that Customer is not authorized, or may not be authorized, under applicable law or its organizational documents to open any Account or to engage in any transaction or purchase any services relating to the Accounts, Bank may demand conclusive evidence of Customer's authority. Notwithstanding any agreement to the contrary, if Customer fails to provide conclusive evidence of its authority upon demand, Bank may immediately and without prior notice terminate any Account or service provided to Customer, and Bank will not be liable to Customer for any damages in Connection with that termination. E. CERTIFYING SIGNATURES 1. Applicable to all Types of Organizations EXCEPT Governmental Entity X Genifying Signature 1tl0.i���' — - -' -7-Mail Address phone Number Executed this _day of X Cen,iying Signature CaPadlyt7n18 E -Mail Address PN: 350914 DOC.` ID: 7 Page S of 'S/ I �, ill Ill lll 2 Applicable ONLY to Governmental Entity aa)) Certifying signer is: 2) Financial Officer ❑ Certifying Official FRANCISCO GUTIERREZ Printed Name EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT SERVICES AGENCY Title FGUTIE TA•ANAARG 714- 647 -5420 6Maii Address Phone Number For a Governmental Entity certified by a Financial Officer, the following must also be completed by an official other than the Financial Officer: I cerify that the Financial Officer named above holds the office indicated in the foregoing Certificate, and is authorized by law to establish and administer the Accounts of Customer and to take all actions and enter into all agreements described in the foregoing Certficaj?T I further certify that the signature set forth above is the Financial Officer's signature. CHRISTINE C. DUARTE _ Printed Name -� - -" TREASURY MANAGER Title - CDUARTE @SANTR ANA.ORG _. 714 -647 -5335 E -Mail Address - Prone Number p ee /7 Executed this jd day of <'c 1.£ --.1�r VV: 350914 DOC!/?: 1 /'rr;e 6 of 51 CRA Instruction Sheet HEADING I . Jurisdiction of Organization —This is the stale, territory, or country where the entity was organized. 2. Tax Identification Number— used by Internal Revenue Service (IRS) in the administration of lax laws. 3. Business Trust —A "business trust" as used in this Certificate (CRA) is a legal trust setup for the purpose of business in Delaware and Massachusetts. The purpose of a business trust is to operate a profit venture for the beneficiaries of the trust. A. Governmental Entity (specify type) — Examples of governmental entities include municipality, county, state, government agency, school board, etc. A. DESIGNATION OF DEPOSITORY This is a statement regarding the purpose Of this Certificate (CRA). B. CERTIFICATION — By Entity Type I- Corporation, Limited Liability Company, PartnershlplLLP, unincorporated Association, or Business Trust —The appropriate officer must certify that the governing body of the Customer has adopted resolutions authorizing the actions and agreements described in this Certificate (CRA). After reading this paragraph, proceed to Section C. 2, Governmental Entity — There are 2 types of officials who may make the certifications in this Certificate (CRA) for a governmental entity, either a Certifying Official, or a Financial Officer. • Certifying Official —This is a person who has been electedfappointed/charged with the responsibility for the official records of the governmental entity that they represent, and holds an office comparable to a corporate secretary, e.g., for example, the Town or County Clerk, the Secretary of the School Board Financial Officer - This is used for persons holding a specific governmental office which has been authorized by law to establish and administer Accounts for the governmental entity they represent, e.g., State Treasurer. After reading this paragraph, proceed to Section 0. 1 Trust — (Other than a business trust) - The trustee or trustees must certify that all actions and agreements described in this Certificate (CRA) are in accordance with all requirements of law and of the Customer's trust agreement and all other governing documents, After reading this paragraph, proceed to Section C. ,I Joint Venture — Each Joint venturer must certify that all actions and agreements described in this Certificate (CRA) are authorized. After reading this paragraph, proceed to Section C. 5. Sole Proprietor — This section indicates who may take the actions described in this Certificate on behalf of the owner of the sole proprietorship. If any person will be authorized to act on the behalf of the sole proprietor, they must be designated in this Certificate (CRA). This person will be known as "Attorney -In- Fact". A sole proprietor is not required to have an " Atterney-In- Fact ". After reading and filling in this paragraph, if applicable, proceed to Section C. C. AUTHORIZATIONS (Applicable to all Types of Organizations) G. Account Opening — This section identifies those persons (Account Managers) who will have authority to open Accounts for the entity described in this Certificate (CRA). Unincorporated Association Partnership, LLP Sole Proprietor Trust (Other than a Business Joint Venture Governmental Entity Any person holding an officer title with Customer Any member, manager, general partner, or trustee, as applicable, of Customer The Customer Individually (i.e., the owner of the Business) or an Attorney - impact, designated by the owner of the business Each individual trustee or as specified In the trust agreement Each joint. venturer If Customer is a governmental entity whose financial affairs are directed by a Financial Officer, "Account Manager means only the Financial Officer. . If Customer is a governmental entity whose financial affairs are directed by a governmental body. "Account Manager" means only the Certifying Official 1IN: 3509!4 Dii 1 Page 7 of 51 I N IiIIEGNII CRA Instructions /Explanations Account Opening, continued: If paragraph 6 is filled in with one or more specific position titles /functions, such as "vice president or controller', then only those persons holding that title andlorfunction will be allowed to open Accounts for Customer. If paragraph 6 is filled in with names of specific individuals, then only those individuals will be allowed to open Accounts for Customer. 7. Banking Services — Describes persons who are authorized to perform banking transactions for Customer and what those transactions may entail. "Authorized Persons " / "Account Managers" are designated In section C6 of this Certificate (CRA). W. Changes to Authorized Persons — Describes how changes, additions, or deletions to those who are named as Authorized Persons may be made. g. Deposits — Describes what Customer is authorizing Bank to do with deposits made into its Accounts. 10 Continued Effectiveness — Describes the terms under which this Certificate (CRA) will remain in full force and effect. D. ADDITIONAL PROVISIONS (Only applicable to Trust or Governmental Entity) 11. Delegation of Authority for Trusts (Other than Business Trust) — Declaration of the trustees as to the purpose of the delegation of authority described In this Certificate (CRA). 12 Death, Resignation or Inability of Trustee to Act — Describes the obligations of the trustees in the event that any trustee is unwilling or unable to perform his or her role. 13. Authority or Governmental Entity — Describes what actions Bank may take should Bank determine that Customer is not or may not be authorized to open Accounts or transact banking business. E. CERTIFYING SIGNATURES (Who can sign the Certificate (CRA)) Corporation, Limited Liability Company, Unincorporated Association, Business Trust Partnership, Limited Liability Partnership Trust (Other than Business Trust) Joint Venture Governmental Entity represented by a Financial Officer authorized by law as described in these instructions: page 1. section 62. Governmental Entity represented by a "Certifying Official" as described in these instructions: page 1, section 61 Sole Proprietorship The CEO, CFO, COO, president, Vice President, Treasurer Secretary or Assistant Secretary of the organization or other equivalent officer Only 1 signature is required, or as specified in the customer's oiganizalional documents Managing Partner or each Partner N a Managing Partner has not been designated All trustee(s) or as specified in the trust agreement Joint Venhregs) Each Joint Venturer should sign Financial Officer accompanied by a second official signer who certifies that the person signing holds the office indicated Certifying Official Owner NN. 350914 DOC71U: 7 Pfrge 8 a(sl Account Terms V2.302 2210 INTRODUCTION This document (the "Account Terms'), contains the general terms and conditions and other disclosures for the accounts and services which the Customer may select, and constitutes an agreement between the Bank and the Customer. References to °the Bank ", when used in the Account Terms, shall mean JPMorgan Chase Bank, N.A., and any of its affiliates or subsidiaries, as applicable. References to the "Customer' in the Account Terms mean the governmental, nonprofit, or business entity to which the Bank provides accounts and services. All accounts subject to the Account Terms are, regardless of their location, referred to in this document as "Accounts ". The Account Terms may be supplemented or amended by existing or future agreements, terms and conditions. and notices, including, but not limited to any terms contained in an account application, signature card or similar document for an Account or arrangements regarding specific types of Accounts or services ("Services") offered by the Bank, as described herein or which by their terms ( "Service Terms ") are subject to the Account'rerms. By signing the signature card, account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms and such supplements. amendments, agreements, terms and conditions, notices or Service Terms, as applicable_ The Accounts established with the Bank are subject to the Account Terns and relevant Account documentation ( "Account Documentation'). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest-over such rights and obligations or in an Account, without the prior written consent of the Bank. Authorized Persons. 1.1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer ( "Authorized Person ") with respect to the Accounts and Services, until the authority for the Authorized Person Is withdrawn by the Customer upon written notice to the Bank, and the Bank has a reasonable opportunity to act on the termination instruction. The Customer will provide specimen signatures to the Bank, in the manner requested by the Bank. 1,2 Each Authorized Person, subject to any written limitation received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including, without limitation, Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments ( "Items "); receive materials related to security procedures; and give instructions ( "Instructions "), including, without limitation, requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may be given singly or otherwise regarding: (i) the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise; (ii) money, credits, items or property at any time held by the Bank for account of the Customer; or (iii) any other transaction of the Customer with the Bank, 1.3 If the Customer provides the Bank with facsimile signature specimens, or if the Customer Issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including, but not limited to, computer generated signatures) if the actual of purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1 A The Customer represents that, prior to submitting any document which designates the persons authorized to act on the Customer's behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. 2. Instructions; Security Procedures. 2,1 The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the issuance of an Instruction crueller by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such Instruction is effective as that of the Customer, A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices, It is understood that such security procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Customer agrees to safeguard such security procedure and to make it available only to authorized persons. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, An authenticated SWIFT message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing or electronically by the Bank, as may be revised from time to time upon notice lathe Cusl rner- 2.2 The Bank is not obligated to confirm any InetrUnti0o5. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as such, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 5B, the Bank may, at its option, use any means to confirm or clarity any request or Instruction, even if any agreed security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. AN., 350914 VOC !D: 2 Inge 9 e f'S1 3. Deposits 3 All Items deposited or cashed are received for collection only, and are received subject to final payment, The Bank may return or refuse to accept all or any part of a deposit or credit to an Account at any time and will not be liable to Customer for doing so even if such action causes outstanding Items to be dishonored and returned. Returned or refused deposits (or the legal equivalent of the deposited Item) will be returned to Customer. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank is not responsible for actions taken by other banks, . nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer agrees to use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. 3.2 Credits and deposits to an Account will be available in accordance with the Bank's availability policy and in accordance with applicable laws. If the Bank credits an Account: (1) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank, or (it) 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 it final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and /or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 If the Customer sends an Item to the Bank on a collection basis, the Bank may defer credit or payment for a reasonable time, in accordance with its practices, without dishonor; and the Bank shall not be obligated thereon until it has remitted final payment. The following provisions In this section 3 apply to Accounts to the United States, and to Services provided in connection with such Accounts. 3.A The Bank may provide or make available upon request a receipt or similar document for certain deposits to your Account. However, the amount on such receipt or similar document is based solely on the deposit ticket. Credits for all deposits whether or not accompanied by a deposit ticket, including bulk deposits, are subject to verification. The Bank reserves the right to make adjustments to the Account for any errors, including any errors appearing on the deposit ticket, occurring . during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 The Bank may accept Items drawn on a non-U.S. bank or Items payable in a foreign currency on a Collection basis, not for deposit. even if the Bank has taken possession of the Items as part of a deposit. Therefore, the Customer may not receive provisional credit for such Items, or if provisional credit has been given the Bank may revoke it. The actual credit for Items payable in a foreign currency will be at the Bank's exchange rate, for the Account credited, in effect at the time of final collection in U.S. dollars. 16 The Customer must place its endorsement on the back of a check only in the area within 1.5 inches from the trailing edge of the check. The trailing edge of the check is defined as the left side of the check looking at it from the front. If the Customer Is authorized in writing to endorse checks on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank and of Appendix D of Regulation CC of the Federal Reserve System (available through the Customer's Bank representative). 3.7 If the Customer pre - encodes Items, the Customer should not use carrier documents (Items placed Inside envelopes) in either high- speed forward or return cash letters. If the Customer does send carrier documents in either high -speed forward or return cash letters, the Customer shall be solely responsible for any losses or claims related to doing so, including, without limitation, errors in the amount of the Item, delays in processing or claims based upon poor image quality, and shall indemnify and hold the Bank harmless from and against any and all claims resulting directly or indirectly from processing the carrier documents. 3.8 If the payer bank, drawer or payee on any Item returns the Item to the Bank or makes a claim against the Bank based an an asserted unauthorized signature or endorsement or an asserted alteration, the Bank may accept that return or pay that claim and charge the Customers Account for all or any part of the amount of the Item, even if the claim is made after the payer bank's return deadline. If tine 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, 39 The Customer agrees that the Bank may collect any deposited Item by electronic means. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank specifically agrees to accept such deposit. In the event the Bank processes any substitute checks for deposit, without a specific agreement, the Customer agrees that the processing of it shall not be deemed to be the Bank's agreement to accept any substitute checks for deposit and that the Customer will be solely responsible for any loss or liability in connection with the deposit. 3.10 If the Customer uses any of the Banks night depositories, the Customer does so solely at its own risk. The Bank is not liable for any deposit in the night depository until the Bank issues the Customer a deposit ticket or other receipt acknowledging the deposit. Any Bank employee may open and count the money deposited in any night depository, and that employee's determination of the amount of money will be conclusive. The Customer is solely responsible for any loss incurred from the disappearance, theft, or loss of any envelope, bag, or money before the Bank verifies the contents of the deposit. 3. 11 If the Customer deposits a remotely created check ( "RCC "), as Stich term is defined in Section 220.2(fto of Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the AN: 3509 14 I)OC ID: 2 Purge 10 of 51 fl I 1 issuance of such RCC in the amount and to the payee stated on the RCC. An FCC includes an FCC that has been reconverted to a substitute check. The Customer authorizes the Bank to debit the Customers account for any claim or return bisect upon an unauthorized RCC and the Customer agrees to indemnity and hold the Bank and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, Judgments, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. All other terms, rules and regulations governing a check will apply to an RCC. 3.12 The Bank may allow certain transactions using a Bank owned automated teller machine ( "ATM "q In connection with Accounts by issuing one or more commercial ATM cards and personally identifiable numbers or PINS ( "Curdle) ") to Customer's employees or agents. Customer agrees to use and cause its employees and agents to use the Cards only at ATMs owned by the Bank and Customer shall be responsible and liable for each Card and any transactions initiated using such Card. The Customer agrees that the types of transactions offered through the use of the Card may be limited by the Bank in the Bank's sole discretion The Bank has the right to cancel any Card at any time and for any reason, and will notify Customer of such cancellation. In no event shall the Bank be responsible for the security of the Cards. All ATM transactions are subject to verification. Any transaction not made . on a business day or made after the Bank's designated cut -off time will be processed on the Bank's next business day, The Customer agrees to obtain possession and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer should immediately contact the Bank's ATM call center. Payment of Items. 4.1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including, without limitation, any item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time that the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of that individual's obligations. 4.3 The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not use its Account to allow any third party to issue checks or otherwise use the Account unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post -dated Item. Further, the Customer shall not put any condition, restriction or legend on any Item, and the Bank is not required to comply with any such condition, restriction or legend. 4.4 The Bank may process any Item by electronic means, All Items the Customer draws against any Account must comply with the Bank's check specifications and image standards, published from time to time, and industry standards. The Bank may refuse to process any Item that is presented to it in a form that cannot be imaged or processed through its normal systems. The Bank shall not be liable for damages or losses due to any refusal to process or delay or failure in procuring, collecting or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the result of the Bank's gross negligence or willful misconduct. The following provisions in this section 4 apply to Accounts in the United States, and to Services provided in connection with such Accounts. 4.8 The Bank may, in its discretion, cash Items drawn on its Account when presented by the holder. If a payee who is not the Bank's deposit account customer presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item or may charge the payee a fee for cashing the Item. a If the Customer establishes an Account which purports to: (i) require two or more signatures on any Items drawn on the Account; or (ii) limits the maximum amount for which any person can sign an Item, the Customer acknowledges and agrees that any such requirement is solely for the Customer's own internal control purposes. The Customer agrees that as long as the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding the maximum limit assigned to the signer. 4 i The Bank offers the Customer services reasonably designed to help prevent check fraud and if the Customer fails to utilize those services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature and the Customer will assume the risk that checks or drafts presented against its Account may be forged or altered, to the extent that the services the Bank offered may have prevented any loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other, then the Bank may return one or more of such Items. 4.8 The Customer assumes all responsibility and liability for any claim or loss that the Customer or the Bank may suffer as a result of lire Customers: (i) issuance of a check in such a manner that information, marks or bands on the back of the check obscures endorsements, or (ii} placement of an endorsement on the back of the check which obscures other endorsements; and which thereby causes a delay in the forward processing anchor return processing of the check. The Bank retains tine right to refuse to accept a check for deposit when the back of the check is unreasonably obscured. AV. 350914 DOC ID: 2 Page II of 51 49 If an Item issued by the Customer Is transferred or negotiated outside of the United States and is subsequently sent to the Bank for deposit, collection or payment in the United States, the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Uniform Commercial Code, as if such Item were negotiated or otherwise transferred in the United States. 4.10 A stop payment Instruction from the Customer will be effective on an Item if: (i) the Bank receives the stop payment Instruction with a reasonable opportunity to act on such Instruction, which shall be at least one (t) full Business pay following the Business Day of the Bank's confirmed receipt of the Instruetioas at the applicable Bank location; (11) the Instruction contains all Information concerning the Item that the Bank requires, and is in the form required by the Bank; and (iii) the Item is not yet paid or cashed. For purposes of this Section, "Business pay" 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 automatically renew up to six (6) additional years unless the Bank confirms receipt of the Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other authorized representative, 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 Item returned unpaid by the Bank. However, stop payment Instructions have no effect on the rights of a holder in due course of the Item to make a claim directly against the Customer. 5. Funds Transfer Instructions 5.1 The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cat -off hours on such days. Communications requesting cancellation or amendment of payment orders must be received at a time and in a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancet or revoke any Instructions only with the consent of the Bank and the boneficiarys bank. 1 "he Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for all fees associated with any funds transfer Instruction, including debit and credit processing charges, or to otherwise deduct such fees from the amount of the payment order. In processing the funds transfer, other banks may deduct fees from the payment order issued to them. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Notwithstanding any instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. 5.3 In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's flank 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 in the Customer's name for payment in currency other than the currency or the Account, the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank's prevailing rate of exchange or as otherwise agreed. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is the beneficiary, the Bank may convert the funds to the currency of the Account at the Bank's applicable currency exchange rate and charge the Customer a fee for such currency conversion. In accepting a funds transfer instruction issued in the Customer's name for payment to a receiving bank located outside of the United States, the Customer agrees that, subject to any restrictions under applicable law or regulations, the Bank may convert the funds to the local currency of the location of the receiving bank at the Bank's then prevailing rate of exchange. The Bank may deduct its fee for such conversion from the payment amount. Notwithstanding any prior action or course of dealing, subject to applicable law and regulations, the Bank has no obligation to cancel, reverse or otherwise buy bank foreign currencies purchased by the Customer under a Service and, the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 If the Customer elects to settle foreign exchange transactions by draft, the Customer acknowledges and agrees that In the event the draft is not presented for payment within one hundred eighty (180) calendar days from the date of issuance, the Bank, subject to any restrictions under applicable law or regulations, shall have the right to cancel the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then current rate and re- credit the Customer's Account. if the remitter is no longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed moneys account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. In the event that the payee, holder or other third party claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer. 5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including those transmitted by facsimile) funds transfer Instructions may, at the Bank's discretion, be verified by telephonic call -back confirmation with an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. The Customer further agrees to be bound by such funds transfer Instructions, whether or not authorized, if issued in the name of the Customer using such security procedure. MN'.- 350914 O(' 11): 2 Page 12 of 51 The following section 5.7 applies to Accounts In the United States, and to Services provided in connection with such Accounts. 5.7 All ACH entries received for an Account will be received by the Bank subject to the rules of the National Automated Clearing House Association and any other applicable ACH rules. The Customer agrees to be bound by such ACH rules. Any credit given by the Bank to the Customer for an ACH entry shall be provisional until the Bank receives final settlement. If the Bank does not receive final settlement, the Bank may revoke the provisional credit and charge back the amount to the Account or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACM entry for credit or debit to an Account. 6. Interest; Fees; Taxes, 6.1 The Bank may pay interest on certain interest- bearing Accounts at a rate determined by the Bank. The Bank may adjust interest paid (or principal, if permitted by law) and/or impose any charges on time deposit Accounts or fixed term Accounts from which withdrawals are made prior to maturity. 6.2 The Bank may impose, charge, pass - through and modify fees and/or charges for Accounts and services provided by the Bank, including, but not limited to, transaction, maintenance , balance- deficiency, and service fees and other charges, including those levied by any governmental authority (collectively "Fees "). The Customer will pay all Fees. The Bank may debit any Account for Fees, whether or not such debit may result in an overdraft of the Account. All payments to the Bank shall be in full, without set -off or counterclaim, and free of any deduction or withholdings related to any tax or other claim. 63 The Customer will pay or reimburse the Bank for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related Interest, penalties, fines, and expenses) in connection with the Account or Services (including payments or receipts to an Account) except if imposed on the overall net income of the Bank. The Customer will provide the Bank such documentation, declarations, certifications and information as the Bank may require in connection with taxation, warrants that such information is true and correct in every respect and shall immediately notify the Bank 9 any information requires updating or correction. Account Statements, 7.1 The Bank will issue Account statements, confirmations, or advices ( "Account Statements) at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items which it receives or are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of improper or unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mail notification of availability to the Customer, or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer, an image of an Item or information identifying the Item (i.e. Item number, amount and date of payment) is a sufficient substitute for the actual Item. The following previsions in this section 7 apply to Accounts in the United States, and to Services provided In connection with such Accounts. 7 2 The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the Account Statement is mailed, transmitted or made available to the Customer. The Customer must notify the Bank in writing of any other errors, discrepancies or irregularities in any Account Statement, or in the Items and documents summarized or detailed in the Account Statement, or of the non - receipt of an expected Account Statement ( "Error "), within sixty (60) calendar days after the Account Statement is mailed, transmitted or made available to the Customer. The Customer must provide the Bank with all information necessary for the Bank to investigate the alleged error, discrepancy or irregularity, and must provide all supporting affidavits and testimony that the Bank requests. Failure to report an Error within the time frame set forth above, shall be deemed conclusive proof that Customer failed to report such Errorwithin such time frame, and that Customer failed to exercise reasonable care and promptness In examining the items and statements and notifying Bank of the Error. Customer agrees that such Error shall therefore be fully enforceable against Customer and Customer shall have no claim against Bank for same and shall be barred from bringing any action against the Bank that is in any way related to the Error. 7.3 If the Bank is safekeeping or truncating checks or deposit slips, the Customer agrees that cancelled checks or deposit slips will not be returned in the Account Statement and that the original cancelled checks or deposit slips may be destroyed in accordance with the Bank's applicable record retention schedules. The Customer acknowledges and agrees that the Bank's retention of checks does not alter or waive the Customer's responsibility to examine its Account Statements and report to the Bank any errors or discrepancies in writing within the time period set forth above. 7 d The Bank strictly prohibits the use of any account to conduct transactions (including, without limitation, the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling. The term "unlawful Internet gambling." as used in this section, shall have its meaning set forth in 12 C.F.R. Section Part 233, Section 132.2(bb). The Customer agrees not to conduct any PX: 350414 DOC 1D: 2 Page 13 of 51 I fil 1,RGNIII transactions through the account that directly or indirectly Involve or are related to unlawful Internet gambling, including, without limitation, the acceptance or receipt of any funds or deposits in connection therewith. 8. Overdrafts. 8.1 The Bank may debit the Account even though the debit may bring about or increase an overdraft. Unless otherwise agreed in writing, any overdraft shall be immediately due and payable by the Customer to the Bank.. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at the rate determined by the Bank, Lip to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Whether or not the Bank pays an Item that brings about or increases an overdraft, the Bank may deduct the applicable overdraft fees and expenses from the Account without notice. Unless agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft, notwithstanding any prior action or course of dealing. 8.2 When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including, without limitation, the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Agents; Information, The Customer authorizes the Bank to retain an agent to perform data processing, collection and other services that the Bank considers necessary or desirable and to modify or terminate the Bank's arrangements with the Bank's agents at any time. The Customer agrees that requests, Instructions, and information with respect to Accounts, the Customer itself, or transactions to be disclosed in accordance with the Account Terms, may be transmitted across national boundaries and through networks, including networks owned and operated by third parties. The Customer authorizes the Bank to disclose information with respect to any Account and Service, the Customer itself, or any transaction in which: (i) the disclosure, in the Bank's opinion, is necessary or desirable for the purpose of allowing the Bank to perform its duties and to exercise its powers and rights hereunder; (ii) the disclosure is to a proposed assignee of the rights of the Bank; (iii) the disclosure is to a branch, affiliate, subsidiary, employee or agent of the Bank or to its auditors, regulators or legal advisers, (iv) the disclosure is to the auditors of the Customer; or (v) the disclosure is permitted or required by law, regardless of whether the disclosure is made in the country in which the Customer resides, in which the Account is maintained, or in which the transaction is conducted. 10 Liability Limitation; Force Majeure 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 Customer may suffer or incur, except to the extent of direct losses or expenses attributable to the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including, but not limited to lost profits), whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. I 0.2 Neither the Bank nor the Customer shall be liable for any loss or damage to the other for Its failure to perform or delay in the performance of its obligation resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism, catastrophe, fire, Hood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or unavailability of a payment system, or any cause beyond its reasonable control. I t. Indemnity. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) resulting directly or indirectly from: (i) the Bank's acceptance or execution of any request or direction, including, without limitation, Items and Instructions issued in the name of an Authorized Person; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terms. 12. Notices All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission (including but not limited to SWIFT communication), through interne( sites, or by such other means as the Customer and the Bank agree upon from time to time, at the address of the Customer on the books and records of the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank to the officer or service representative managing the Account, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 13. Termination. Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate. Notwithstanding the foregoing, either party may Ph': 350914 D0(711.): 2 Page 14 r(/'S1 terminate an Account or a Service upon written notice to the other party in the event of: (if 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 voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by law or regulation, or as a result of a cowl or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank may (but shall not be obliged to) complete all requests and Instructions received by It prior to receipt of the termination request, in addition to any request or instruction accepted on the day termination is to become effective. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties) and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. In the absence of instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. 14. Account Disclosures. 141 The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even If such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. Refused deposits will be returned to the Customer. 14.2 The Bank may refuse to allow a withdrawal from any Account in certain oases including, but not limited to, cases where: (i) there is a dispute about the Account (unless a court or other competent authority has ordered the Bank to allow the withdrawal); (it) a legal garnishment or attachment Is served, including, but not limited to, a levy, restraining notice or court order; (iii) the Account is being used as collateral to secure a debt; (iv) Account Documentation has not been presented; or (v) the Customer fails to pay a Bank loan or other debt or obligation to the Bank on time. 143 Any amount standing to the credit of any Account with the Bank is payable exclusively at the branch at which the Account is held; however, payment may be suspended from time to time in order to comply with any law, regulation, governmental decree or similar order, in any jurisdiction, for the time being affecting the Bank, its officers, employees, affiliates, agents or correspondents.. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States: (i) are not insured by the Federal Deposit Insurance Corporation or any other United Slates governmental agency; (it) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. The following provisions in tuts section 15 apply to Accounts in the United States, and to Services provided in connection with such Accounts. 14.4 U.S. federal regulations limit the number of pre - authorized or automatic transfers or withdrawals or telephonidelectronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a money market deposit account) to a total of sir (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non- interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to, and hereby does reserve the right to require at least seven (7) days notice prior to a withdrawal from a savings account. The Bank does not presently exercise this right. 14 5 The Customer, if eligible, may open an interest bearing checking account ( "NOW Account"). The Bank is required by U.S law to, and hereby does reserve the right to require at least seven (7) days notice prior to a withdrawal from a NOW Account, The Bank does not presently exercise this right. 11.6 The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (b in the case of a demand deposit checking Account, into a non - interest bearing demand deposit sub - account and a non - interest bearing savings sub - account; (it) in the case of a NOW Account, into an interest bearing NOW sub - account and an interest bearing savings sub - account, and, in both cases, to transfer funds between these sub - accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub - accounts and any transfers between them on the Bank's books and records only. The sub - accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account. 14.7 The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank's operations, Services or customer support. 15. Governing Law. 15.1 The Account Tema, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. With respect to Accounts maintained in the United States, the Account Terms, the Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account also shall be governed by and construed in accordance with the laws of the State of California, United States (without regard to Its Conflicts of law rules). Unless otherwise specified in the Service Terms, the rights and obligations of the Customer and the Bank under any Service Terms shall be governed by and construed PNc 350914 I)OC [Dr 2 Page 15 of 51 in accordance with the laws of the State of California, United States (without regard to its conflicts of law rules). For purposes of clarity, unless otherwise specified in the Service Terms or Account Terms, for Accounts maintained in the United States and for all Services, such governing law shall include U.S. federal laws and regulations, Federal Reserve Bank rules and Operating Circulars, clearing house rules, automated clearing house rules and general commercial bank practices applicable to the type of Account and Services provided to the Customer. .52 The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms or the relationship established hereby, Any claim in connection with Accounts which are the subject of these Account Terms, unless a shorter period of time Is expressly provided, must be brought against the Bank within two (2) years of the incurrence of the cause of action, except as prohibited by applicable law. 15.3 In relation to each Account, the counts of the country or state in which the branch of the Bank at which the relevant Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the relevant Account Documentation and /or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law, concurrently in any number of countries or states. 16. Miscellaneous. 16.1 if the Account Terms, Account Documentation, including, without limitation, Service Terms, are translated into, or appear in a language other than English, the English language version shall control. 16.2 The term Bank shall include any successors of the Bank including, without limitation, on assignee or successors of JPMorgan Chase Bank, N.A. or any affiliate or subsidiary of such bank or any person who, under the laws of the jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Bank, affiliate or subsidiary hereunder or to which under such laws the same have been transferred. 19.3 The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or regulation. Any provision of applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account Terms or Service Terms. Any terms of any supplement, amendment, agreement, Service Terms- or notice that are inconsistent with a provision of the Account Terms shall supersede the Account Terms' provision for purposes of the particular account or Service which is the subject thereof. The Account Terms supersede and replace any other account conditions previously sent to the Customer. 16.4 Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal or unenforceable, the validity of the remaining portions of the Account Terms shall not be affected. 16.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank will not be obligated to execute payment orders or effect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom the Bank is prohibited to do business by any law or regulation applicable to the Bank in any jurisdiction (including without limitation, applicable laws and regulations regarding persons or entities which may be subject to sanctions), or in any case where compliance would, in the Batik's opinion, conflict with applicable law or banking practice or its own policies and procedures, Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may also take any other such action as is required under any law or regulation applicable to the Bank in any jurisdiction Including, without limitation, freezing or blocking of funds. 1613 The Bank may change or update these Account Terms or impose other restrictions on the Accounts or Services, as the Bank deems necessary in the course of its business, at any lime, by the sending of notice by means of ordinary mail or through electronic channels, Changes to the Account Temms which are required by law may be implemented immediately or as required by law. The Bank may waive any of these Account Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, 16.7 To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any Judgment or otherwise),. the Customer irrevocably waives and agrees not to claim such immunity. 19.$ The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ( "Users ") of their obligations under the Account Terms or under any Service Terms or ancillary Service material, including, but not limited to, the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with alt information reasonably necessary to sceup and provide Services for the Customer, Including, but not limited to. advising the Bank of the countries from which Users will access any Service via the Internet. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 16.9 The Bank or the Customer, at its sole discretion, tray make recordings and retain such recordings of telephone conversations between the Customer and the Bank. 16.10AII payment Instructions, whether Items, payment orders or otherwise, are subject to applicable law and payment system rules. 15.11 The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original PNc 350914 DOC 1& 2 Purge 16 of 51 1 ll���III documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including. without limitation, objections arising from the Bank's role or acquiescence in the destruction of the originals. 1012AII intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank, 16 13T assist in the fight against the funding of terrorism and money laundering activities, applicable law or regulations may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer: When the Customer opens an account, the Bank may ask for the Customer's name, address, date of birth (for individuals), and/or other information and documents that will allow the Bank to identify the Customer. The Customer agrees that the Bank also may request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by law or regulation, shall include any signatory on an Account, If the Customer fails to provide or consent to the provision of any such information, the Bank may close any Account or discontinue providing any service without further notice. I C.1471-he Customer agrees that the Bank may deliver, make available and /or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including but not limited to by posting such terms on a Bank website). The Bank may request that the Customer "click" fts approval of such terms. Subject to applicable law and regulations, the Customer agrees that the act of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customers acceptance of the applicable terms end conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. The following section 17.15 applies to Accounts In the United States, and to Services provided in connection with such Accounts. 16,151f the Customer Is a foreign bank or financial institution, it shalt not permit its customers to conduct banking transactions in the United States through the Customer's Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means by which its customers is able (o draw on tine Customer's Account. These types of arrangements are typically called "payable through accounts" and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is explicitly prohibited without the express written approval of the Bank. 17. Disputes over Account Funds. The Bank may refuse to pay out any money from an Account until any dispute over the deposits or funds (including, without limitation, any dispute over what persons are authorized to represent or act for the Customer) has been resolved by a court, or by agreement of the parties that is documented to the Bank's satisfaction. The Bank may file an action in interpleader with respect to any money where the Bank has been notified of disputed claims to that money. If any person asserts that a dispute exists, the Bank is not required to determine whether that dispute has merit in order to refuse to pay funds or interplead the funds. 18 . Provisional Rocredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft. The following section20 applies to Accounts In tire United States, and to Services provided in connection with such Accounts. 19. Abandoned or Inactive Accounts. In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not refundable. if an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) months, the Bank is not required to provide an Account statement until the Account bas additional activity. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least twelve (12) months, the Customer may he unable to access the Account until appropriate contact is made between the Customer and the Bank. PIV: 350914 DOC ID_ 2 Page 17 of 51 JPMORGAN CHASE BANK, N.A. CITY OF SANTA ANA Print Name: Manish Patel Print Name: FRANCISCO GUTIERREZ EXECUTIVE DIRECTOR, FINANCE & Title: MANAGEMENT SERVICES AGENCY Date: Date: (second authorized signer if required) Signature: 44 Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER Date: /I//,I/ (additional authonz Signeri required) Signature: signer Print Name: David N. Ream Title: City Manager Date: APPROVED AS TO FORM Sheedy Laura StItt' '�-IIISUIM ( fly Attorney Pj* 3.10914 DOC 11): 2 Page 18 of 51 Availability Policy FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer 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 the Bank's cutoff time established for that location (which will be no earlier than 2 p.m. local time). However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays. Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated taller machines (ATMs) the cutoff time is 11 porn. 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 holds 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 from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and tefer's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. It a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. 0. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business clay in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available asset 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 Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than $5,000 in anyone day; PN 350914 t}OC ID: 2 1'age 19 qf 51 �I IJ�t I IjII h��I 1II + The Customer redeposited a check that has been returned unpaid; The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or « There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that clay's total deposits of cashier's„ certified, teller's, traveler's 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 85,000 will be available no later than the ninth business day after the day of deposit. if the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,000 may not be made available until the second business day after the day of deposit; and • Funds from alt other check deposits will be made available no later than the fifteen business day after the day of deposit This Availability Policy and availability schedules may be changed without notice. @ 2010 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. My. 350914 DOC 11X 2 Page 20 of 51 I I I � Funds Transfer Security Procedure Agreement V1.2_0406_(1105) Commercial Banking The undersigned (the "Customer") has requested the ability to provide payment orders (including any amendments thereof, "payment orders ") with respect to its accounts at JPMorgan Chase Bank, N.A. (the "Bank ") in writing, by fax, electronically or orally, as from time to time permitted by the Bank. This sets forth the agreement between the Customer and the Bank with respect to the security procedures which the Bank will follow with respect to such payment orders. This agreement applies to any of the Customer's accounts currently andlor subsequently maintained at the Bank. The agreed -upon security procedure for the verification of payment orders is callback verification. The Bank will verify the authenticity of any oral or written (including writings transmitted by facsimile) payment orders, which exceed dollar thresholds from time to time established by Bank, issued in the name of the Customer, by obtaining confirmation from any person whom, according to the Bank's records, the Customer has designated as [(or any other person which the Bank otherwise reasonably believes to be)] authorized to issue instructions or payment 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 to callback information must be provided to the Bank in writing by an authorized person. In certain other circumstances (e.g., repetitive payment orders or payment orders of which the Customer is the beneficiary), the Bank . may elect not to obtain callback verification. The Bank may elect, but is not obligated, to follow any other or additional verification procedures in its discretion. All payment orders are subject to the Bank's acceptance and, without limiting the generality of the foregoing, the Bank will not be obligated to accept a payment order which has not been 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. It is understood that these security procedures are designed to verify the authenticity, and not the correctness, of payment orders. The Customer hereby ratifies and confirms its agreement to the Bank's account terms and conditions and funds transfer service terms, as in effect on the date hereof and applicable to the Customer's accounts at the Bank and as may be amended from time to time (collectively, the 'Account Terms "). In the event of a conflict between this agreement and the Account Terms, this agreement shall control. This agreement shall be governed by and construed in accordance with the laws of the State of California. Each party hereby represents and warrants to the other that the person executing and delivering this agreement on such party's behalf is duly authorized and empowered to do so- The Customer VIPE�aoNe A AM—__ 95- 6000785 ate. : :r:wrP°a�sr,-rrnm, —° � By e"tore FRANCISO GUTIERREZ +P"A NMtP EXECUTIVE DIRECTOR. FINANCES MGM i AGENCY By C��IS -[INE C. DUARTE TREASURY MANAGER TIFF Date le // H/ The Uank JPMORGAN CHASE BANK, N.A. ty. �PLIFi #fit , PN: 3509141)OC 11): 3 Pigzc 21 of 51 IiI N"VWVaGIn!i V1.2031010 S �001 A kyj IWON VW1 I J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase Solutions that we provide. If you would Pike to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank 11N: 3109H DOC 1D., 4 Page 22 of S1 Welcome to JPMorgan Chase Bank, National Association ( "J.P. Morgan ", "Chase ", or "Bank "). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ( "Booklet ") contains the terms and conditions for certain cash management services ( "Service Terms ") J.P, Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. Part I includes Treasury Services Service Terms applicable to all Commercial Banking customers. Part ll includes Service Terms for additional services that the Bank may provide to you. Part III includes Service Terms applicable for Liquidity Solution services which the Bank may provide to you. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and /or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination... ................ ................ ......... B. ACH Debit Block and Transaction Review .............................. C. USD Funds Transfer ................................ ............................... D. USD Funds Transfer By Check .................. ............................. E. Lockbox ................................................... ............................... F. Coin & Currency. .... ....... ...................... — ................. G. Positive Pay, Reverse Positive Pay & Payee Verification........ H. Controlled Disbursement..,,,., ........ ........................ - I. Image Cash Letter.............. ...................... ..................... .......... J. Check Printing .......................................... ............................... K. Telephone Tax Payment .......... ........... ..... ...........,.................. . L. Client Access . ... .................................... .. ............... ....... ..._..... ADDITIONAL SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. Multicurrency Deposits & Collections ............ B. International Cash Letter. ....... .......... ........ C. Foreign Exchange Payment .... .,....._ ............. _..._ ........... ......................_........ 19 ..................... _... ............................... 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.SJU.K.) Concentration Service Terms (Single Entity ) ............................. 24 D. Cross - Border (U.SJU.K.) Concentration Service Terms (Multi Entity) . .... ...... ... ..... .......... 25 MV7 350914 EPOCH): 4 Page 23 q f 51 11 i i ii lilll The services described herein (each a "Service`) are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby Incorporated by reference into each Service Terns. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service ]`arms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and Issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the "Rules ") of the National Automated Clearing House Association. Capitalized terms used In this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and flip Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFt to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the arnount credited and the Customer will not be deemed to have paid the Receiver fhe amount of such Credit Entry, 1. Service, The Bank provides ACH origination Services that will enable the Customer to do one or more of the following: (1) originate ACH Debit Entries; (2) originate ACH Credit Entries; and (3) issue paper drafts in lieu of ACH Debit Entries ( "Drafts "). In conjunction with originating Entries or Drafts, the Customer may instruct the Bank to issue or transmit pre - notifications, requests for reversal or return, notifications of change or other information pertaining to the Entries. Origination of ACH credit Entries and origination of ACH Debit Entries (or Drafts) are two separate Services and approval or setup of one ACH Service does not automatically create the ability to utilize the other, It is the Customer's responsibility to provide Entries and instructions to the Bank with all the necessary information to complete the Customer's requested transactions. The Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria the Bank specifies for acceptance. All instructions to the Bank must be received by the Bank before the Bank's established cutoff time in order for processing to commence on that ACH processing day. Any instruction that is incomplete or that the Bank finishes receiving after the relevant cutoff time will be processed by the Bank on the next day the Bank processes ACH transactions. All transactions are subject to acceptance by the Bank. The Bank will notify the Customer of any transactions or other transmissions that are rejected or returned. If the Customer wants the Bank to reprocess those transactions or transmissions, the Customer must correct them and resubmit them. The Customer agrees to furnish the Bank with copies of any authorizations or notifications, if requested. 1 Security and Data Protection Procedures; Examination, if the Bank follows agreed upon security procedures, the Bank may process and transmit transactions or information in the Customer's name. Unless the Customer and the Bank otherwise agree, transmissions to the Bank will be authenticated andtor encrypted using commercially reasonable security technologies meeting standards acceptable to the Bank. If the Customer uses a security procedure other than as described in the preceding sentence, the Customer acknowledges that the Customer chose such other security procedure after the Bank offered, and the Customer declined, the option of authenticating or encrypting and the Customer agrees to be bound by any transaction, whether or not authorized, issued in the Customer's name and accepted by the Bank in compliance will) the security procedure the Customer chose. If the Customer elects not to utilize recommended message authentication and/or encryption technology, the Customer assumes all responsibility for unauthorized disclosure ar unauthorized access to the Customer's data that occurs during transmission or while such data is in storage. The Customer shall provide the Bank with ongoing access, at Bank's request, to all Originators' files. Further, upon notice from Bank, the Customer shall provide such auditors and other Bank personnel as Bank may, from time to time, designate in writing with reasonable access at all reasonable times to the Customers facilities, data and records rebating to the initiation of Entries for the purpose of performing audits to verify the Customer's compliance with these Service Terms and the Rules. The Customer shall provide, and shall cause its subcontractors to provide, such auditors and personnel any assistance that they may reasonably require. Settlement and Exposure Limits. Subject to this subpart, on the settlement date, the Bank will credit the Customer's account with the Bank that the Customer specifies for the total of: (1) the Customer's debit Entries that the Bank processed for settlement that day; (2) drafts issued for deposit to the Customer's account on that day, and (3) any returned or reversed Credit Entries. The Bank may delay the availability of funds deposited into the Customer's account by debit Entry or draft until those transactions cannot be reversed in accordance with the Rides or applicable law. The Bank will debit the Customers Account with the Bank that the Customer specifies for the total of credit Entries processed in the Customer's name and for any returned Debit Entries and Drafts- The Bank may require the Customer to pay the Bank the amount of P:V: 350914 DOC 1D: 4 Purge 24 of S! 111,1,111 '�I any credit Entries on the date of transmission to the Bank or otherwise prior to the settlement date. The Bank also may require the Customer to maintain collateral with the Bank in an amount the Bank specifies, The Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of credit Entries and /or debit Entries and Drafts that the Bank will release on the Customer's behalf. The Bank may change or cancel the limits at any time without prior notice to the Customer, although the Bank will try to notify the Customer before the Bank does that 4. Warranties; Indemnity. Except as specified below, the Customer will be deemed to make the same warranties to the Bank as the Bank makes pursuant to the Rules. In the case of an Entry originated to another account with the Bank, warranties will be deemed to be given as of the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data the Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and acknowledges that each Entry and Draft it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States. The Customer agrees to indemnify the Bank and the Bank's employees, officers, directors and agents and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (1) the Customer's breach of any warranty made under this section and (2) compliance by Bank and the RDFI with any request the Customer makes for a cancellation, stop payment, reversal or recall of any Entry. Stop Payments; Reversals and Recalls. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank species. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Entries or other instructions may not be amended or modified. Third -Party Service Providers. The Customer may choose to use a third -party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on the Customer's behalf. if the Bank accepts such Entries or other instructions, file Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customers provider, and the Customer is responsible for all costs and expenses of the Customer's provider. Third -Party Sender. if the Customer is a Third -Party Sender, as such term is hereafter defined, (a) the Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its obligations under the Rules as an Originator, the Customer shall indemnify, defend and hold the Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs, that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) the Customer agrees to cooperate with the Bank regarding any request for information concerning the identity of any Originator, and (d) the Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between the Customer and the Originator. Further, the Bank will rely on the Customer to evaluate the legitimacy of the Originators and their transactions originated by the Customer and for ensuring that instructions do flat involve illegal activities. The Customer hereby represents and warrants to Bank that Customer (a) conducts due diligence on each Originator for which the Customer is initiating Entries in accordance with "Know Your Customer" policies and procedures maintained by Customer that provide for the gathering of information relating to the originator's principal business activities and geographic location and verification that the Originator is operating a legitimate business and (b) regularly monitors its Originator's transactions for suspicious activities. Upon request by the Bank, the Customer shall promptly provide to the Bank Customer's written due diligence policies and procedures and results of monitoring activities. The Customer must notify the Bank immediately if the Customer suspects or becomes aware of any activity or transaction of an Originator that the Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. The Bank will be entitled at any time upon notice to the Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf the Customer is originating Entries if the Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if the Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. Customer shall provide the Bank with ongoing access, at Bank's request, to all Originators' files. Further, upon notice from the Bank, the Customer shall provide such auditors and other Bank personnel as the Bank may, from time to time, designate in writing with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of performing audits to verify the Customer's compliance with this section. As used herein, "Third -Party Sender" shall mean a person who is not an Originator, who has authorized an ODFI or another Third -Party Sender to transmit, for the account of the Third -party Sender or another Third-Parry Sender, (i) a credit entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Originator to the Receiver, or (ii) 'a debit entry to the account of a Receiver, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Receiver to the Originator. AT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support AT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. PN: 350914 DOC ID: 4 Purge 25 nf'.i1 I N1, If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such Fluctuation, including fluctuations In rate between the lime Customer submits the Entry Data Instructions and the time the transaction is executed andlor reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that AT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement Date; cleared AT Credit Entries must be made available no later than the Settlement. Date of the entry, but funds are not required to be available at opening of business on the Settlement Date. ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted lathe Customer's account with the Bank and to instruct the Bank to return some or all of these transactions.. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACM debit was not authorized, (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company /Batch Header Record. The Company ID Number will be the sole criterion for blocking Debit Entries (unless Customer has also set rnaximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The Customer understands that Company ID Numbers are not unique and that a Company ID Number may identify more than one Originator and one Originator may have multiple Company ID Numbers, The Customer understands that Company 1D Numbers are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number other than the one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID Number. (c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH - related debits will not be blocked: • debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank; • reversals of previously received ACH credit Entries; • returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank; • Reclamation Entries; • debits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments or for fees, charges or other amounts the Customer owes the Bank; and • debits to the Customers account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 2. ACH Transaction Review: (a) The Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions to be reviewed or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b; Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's account. The details provided by the Bank for each Entry will include account number, dollar amount, company ID, receiver's name, standard entry class code and settlement dale. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that AV. 350914 DOC M.- 4 Page 26 qf 51 the Customer wishes to return, The Bank is entitled to rely on any instructions that it receives and (hat it reasonably believes to be genuine. The Bank shall return all Stich transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction tram the Customer will remain posted. ,d) The following types of ACH transactions will not be made available for the Customer's review and decisioning; • debits or credits to the Customer's account to offset any ACM Entries originated by the Customer through the Bank; • reversals of previously received ACH Entries; • returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank', • Reclamation Entries; • debits or credits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank; and • if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. (e) Certain transactions reviewed and approved by the Customer may nevertheless be ratumed by the Bank. This will happen if (i) there are insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, (it) a stop payment was previously placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank, these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rotes or guidance. . W1164M ff r 1 .. � 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. 9. Service. The Customer may issue payment orders against its accounts with the Bank by means of SWIFT, electronically, by telephone or by such other method as the Customer and the Bank may agree upon. All funds transfer instructions sent to the Bank shall be in the format 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 bears the codeword "PRIORITY" or "TIMED" In such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order to the front of the Bank's processing queue, and such payment shall be handled in accordance with the Bank's procedures for processing such payments 2. Security Procedures. All payment orders and communications requesting amendment of payment orders issued in the Customer's name are subject to verification by the Bank in accordance with the security procedures agreed upon between the Customer and the Bank. Such security procedures may be set forth in written agreements between the Customer and the Bank. 3. Advises. The Customer may subscribe to Bank services for the delivery of account- related activity and information ( "Advices "), to a party designated by the Customer, including but not limited to information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT or to devices capable of receiving text messages, such as alphanumeric pagers and cellular phones, or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including but not limited to the address and/or telephone number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. 4, Processing. The Bank reserves the right to use any funds transfer system and any intermediary bank In the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. The Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's batik in the funds transfer Instruction may make payment on the basis of the Identifying number even though it identifies a person different from the named beneficiary. 5. Same -Day Amendment and Cancellation Service. The Customer may subscribe to a service to enable same -day amendment and cancellation of payment orders. Once the Bank has expressly approved the customer's use of the service, all cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and roust be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 6. Reference Pattern Search. The Customer may subscribe to a service to enable the Customer to instruct the Bank to repair information on incoming and outgoing payment orders, and to 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 authorizations to enable the Bank to deduct transaction charges from the funds transfer amount payable to the beneficiary. Prat, 350914 DOC ID: 4 Page 27 of 51 I ul 91lll D. U.S. Funds Transfer by Check J.P. Morgan's U.S. Funds Transfer by Check Service allows the Customer to instruct the Bank (as the Customer's agent) to draw U.S. dollar cheeks ( "Disbursement Checks ") payable to the order of payees and in amounts designated by the Customer for distribution. Requests for Disbursement Checks. All requests for Disbursement Checks must be transmitted to the Bank via authenticated SWIFT transmission, or one of the Bank's proprietary access mechanisms. The Customer shall transmit the requests in such format as the Bank specifies from time to firne. The Bank may (but shall have no obligation to) process requests that do not conform to these Service Terms and may impose additional fees for such processing. 2. Issuance. Unless the Customer specifies a future issuance date in the Customer's request, each Disbursement Check will be issued within one banking day of the day on which the Bank receives the issuance request, The Bank will not honor requests to draw Disbursement Checks to any person or entity with whom or with which the Bank is prohibited to do business by law or regulation, or in any case where compliance would, in the Bank's judgment, conflict with applicable law or good banking practice. Disbursement Checks will be signed by the Bank on the Customer's behalf substantially as follows: Drawer: Customer Name By: JPMorgan Chase Bank, N.A. as Agent for the Above -Named Drawer As of the day a Disbursement Check is issued, the Bank will debit the Customers designated demand deposit account in the amount of the issuance instruction. 3. Stop Payments Orders. The Customer may issue a stop payment order in respect of any Disbursement Check only by a message sent via authenticated SWIFT to a Bank location to be designated by the Bank and in the format designated by the Bank from time to time. Any stop payment order must include the reference number assigned by the Bank to the Customers request for the issuance of such Disbursement Check. The Customer shall pay a service fee for each stop payment order in the amount then in effect at such time the Customer issues the stop payment request. E. Lockbox Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. The Customers remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. 1. Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the "LISPS') and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS for such services or any other action taken or not taken by the uSPS. 'The Customer is responsible for ensuring their customers' remittances are properly addressed in order to prevent delays in processing. 2. Deposit; Endorsement, The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks eligible for this service (the "hems ") and credit the funds to the Customer account or process for collection the Items received, except: h Items that the Customer has instructed the Bank in writing, and the Bank has received not to process; ill Items that the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other matters or merchandise but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining . authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shalt not be deemed a merchant processor and shall not be liable for any data entry errors or any charge- backs; the Bank assumes no liability for any matter or merchandise received through the Post Office that is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by Ilia Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank. 3. Differing Amounts. If the amount of an Item written in words and figures differ, and the Item is accompanied by an invoice or statement and the amount an the statement matches the amount written in figures, the Item will be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim that may arise from that action. 4. Foreign Items Pty:- M0914 DOC' 1D: 4 Page 28 of'51 N'' (a) Canadian Item Processing. Unless the Bank has agreed otherwise, the Bank will submit both U.S. Dollar and Canadian Dollar items for processing through correspondent banks in Canada. The Customer must maintain an adequate line of credit to cover the total value of all outstanding Canadian Items in order to avoid Canadian items being processed for Collection. The Bank assumes no liability for delays in processing due to an insufficient credit line. Additional fees may apply for Items handled through Collection. Canadian Dollar checks drawn on banks in Canada will be deposited to the Account unless otherwise agreed to by the Bank and the Bank will subsequently make any adjustments to the Account for the currency difference and the currency exchange rate fee. The Bank will credit the Customer Account for Items processed for collection as set fodh in the Bank's collection policies as amended from time to time, less all fees and charges. The Customer bears all risk of any fluctuation in currency exchange rates. (b) All Other Foreign Items. Unless the Bank has agreed otherwise, the Bank will process for collection any foreign Items received, in accordance with the Bank's usual collection procedures for such Items. The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's collection policies as amended from time to time, less alt fees and charges. The Customer bears all risk of any fluctuation in currency exchange rates. 5. Returned Items; Re- presentment. If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re- present Items that have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re- presentment. s. Security for Imagod Items. The Bank has specified Security Procedures for receiving and accessing images of Items ( "Item Images "), images of Documents ( "Document Images ") and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data that are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that CD -ROMs are not encrypted and that once a CD -ROM is received by it, or it ties received or accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Item Images. Document Images and lockbox transaction data. The Customer also acknowledges that CD -ROMs delivered to an unintended recipient could be viewed by that recipient. 7. Image Option. if the Customer elects and this image option is available at the designated the Bank processing location, the Bank will provide Item Images received together with Document Images, through the media ( "Delivery Media ") and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material, including user guides, software licenses and other terms in connection with the selection of this option. 8. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than 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 will store Item Images for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer. If the Customer elects storage of Document Images, the Bank will store Document Images for a period of thirty (30) days (Short -Term Storage) to ten (10) years (Long -Term Storage) from the date of the applicable transaction, per the Customer's selection. If the Customer elects to image and not store Document Images with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission. Accuracy; Legibility, The information delivered to the Customer through the Delivery Media will be the same as the information in (he data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media, The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly nobly the Bank of any images that are not clear. 18. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cutoff times and payment deadlines (the "Disclosures'). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cutoff times established by the Bank are in compliance with the Disclosures and Customers 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, Cain & Currency Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for currency, make deposits 24(7 and track activity by location through electronic reporting options_ PN: 350914 DOC 11). 4 Page 39 of 5l N 1. Cash Orders. ]'lie Customer may issue written instructions for the Bank to deliver coin and currency to an armored courier service as designated by the Customer (the 'Courier") in accordance with the Bank's guidelines ( "Cash Order'). The Customer acknowledges that orders for cash can be transmitted to the Bank only during such time as set forth in the Cash Order, The Bank is authorized to debit the Customer's designated account for the amount set forth in the Cash Order (the "Cash'). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of its branch locations by issuing a check to debit the Customer's account at the Bank or as a 'cash for cash" exchange. The Bank and the Customer may agree to a limit on the amount of Cash that may be delivered pursuant to a Cash Order ( "Cash Limit'). 2, Cancellations and Amendments, A Cash Order may be cancelled by the Customer orally, telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act for Tire Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier ( "Cancellation'). A Cash Order may only be amended orally or telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered or other error, at the sole risk of the Customer. 9, Notice of Rejection /Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order, the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shat[ not be liable for executing the Cash Order as notified, including any loss of interest. 4. Security Procedure. The Bank must receive a Cash Order using a touch -tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, "Codes'). The Customer agrees that: (a) use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer ( "Security Procedure "); and (b) the Customer is bound by any Cash Order, the authenticity of which is verified as being that of the Customer by the Bank using the Security Procedure; and any Cancellation. The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error, No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a'cash for cash" exchange or issuing a check to debit the Customer's account at the Bank, Courier Service. The Customer may deliver and pick up shipments of cash or checks to or from the Bank by using the services of a courier that has been authorized by the Bank, who will act solely as the Customer's agent. The courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. Deposit Presentment and Processing. With regard to deposits delivered to one of the Bank's vault areas, the Customer must deliver deposits in sealed tamperproof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only cash, coin and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer's authority to redeem food stamps. The Bank will open the bags and process the deposits. (a} Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit. (b) Delivery to Branch for Delayed Processing_ If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customers deposit slip. This receipt is not an acknowledgment of the contents of any bag. (c) Delivery. to Unattended Facility. if the Bank agrees to allow the Customer to use one of the Bank's unattended facilities (Including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number ('PIN'). The Customer must return all access devices to the Bank upon request. We will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities. the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier white at such facility. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer or the receipt provided to the Customer or its Courier upon initial presentment, the wunt will be recounted. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer, and the Bank may correct any credit made to the Customer's account. The Bank will notify the Customer's representative designated in the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin difference is identified, contact Cash Services Customer Support at 888- 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be postmarked within 48 hours of receipt of 11N: 350,414 DOC /D: 4 Page 30 of 51 the Cash Order. Any claims postmarked after the 48 -hour period will be denied and Customer will have no right to request or receive an adjustment after such time period. 8. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account as provided in these tens, the Bank is not responsible for any authorized contents or the value of any such authorized contents based upon any deposit ticket included with the bag. g. Liability at Unattended Facility, The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank wit l not be liable to the Customer if any unattended facility, tele,entry or online system is closed or othenvise unavailable for use at any time. G. Positive Pay, Reverse Positive Pay and Payee Verification Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies between checks presented to the Bank for payment and those checks issued by Customers. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to checks being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on checks being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on checks being presented. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay In connection with the same Account. 1. Issuance Information. The following information Is defined as "Issuance Information' for each Item: 1) Account number, ii) Item serial number; iii) dollar amount; iv) issue date [for Positive Pay and Payee Verification only); and v) the payee name [for Payee Verification only]. For Positive Pay and Payee Verification, the Customer will provide the Bank tine Issuance Information by the Banking Day on which the Customer issues Items, by means of a mutually agreed upon transmission method the Issuance Information. The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the checks they have issued. 2. Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance Information or containing information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment ( "Presentment Decision'). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, as required above, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment; and in the event that the Customer fails to timely inform tite Bank as required, the Bank is authorized) to pay such Item(s) unless otherwise agreed by the Customer and the Bank. 'The Bank is entitled to rely on any instructions that it receives and reasonably believes to be genuine. 3. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACM transactions, If the Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be liable for not detecting any discrepancy between the Item and the Issuance Information or for processing such Item. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification (the "Threshold Amount"). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer's Account; however, the Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to payee name comparison, the Bank will compare the payee name provided in the Issuance Information to the payee lines in the name /address block Identified on the Item presented as provided for in the Bank's setup requirements and will be limited to those parameters specifically agreed to by the Customer and Bank. 4. Voided Items, The Customer agrees to place a void on an Item in the Issuance Information only with respect to Items that are not in circulation. If the Customer wants to stop pay on a check that has been issued, the Customer is required to issue any Stop Payment request pursuant to the Bank's Account Terms. outside of these services. S. Item Payment. Tile Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards; in no event shall the Bank be obligated to inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lien of signature examination, will constitute the exercise of good faith and ordinary care by tine Bank in handling Items presented for payment against the Account. ill 3,10914 DOC'ID: 4 Page 31 r,J'Sl' Over the Counter Presentment, The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations, If an Item is presented for encashment at one of the Bank's branch locations at the teller line, the Customer authorizes the Bank to pay such Item based upon the Positive Pay Information at the teller line. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. H. Controlled Disbursements Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 9. Controlled Disbursement Account. Each controlled disbursement account, except as set forth herein, shall be opened and maintained in accordance with the Bank's Account Documentation, The Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account, that failure will constitute the Customer's negligence contributing to the making of any unauthorized signature and the Customer assumes the risk that Items presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled disbursement Account which would otherwise generally have been returned under such positive pay services, 2. Payment of Items. The Bank, on each banking day, will advise the Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same -day settlement arrangement. The Bank will honor checks or drafts ( "Items ") that are properly payable but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and applicable implementation form. 3. Over- the - Counter presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. d. Funding Account for Controlled Disbursement. The Customer will maintain with the Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account "). The Customer authorizes the Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly .transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds- The Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to Insufficient funds in the Funding Account, 9. Media, The Bank will transmit to the Customer by the transmission method or media agreed to by the Customer and the Bank information regarding the Customers Controlled Disbursement Account. 6. Routing Transit Number. The Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account, The Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the material deterioration of the financial condition of the Customer, as determined in the Bank's reasonable sole discretion, the Bank may immediately terminate the Service. any Service feature andtor may convert any Controlled Disbursement Account to a stand -alone demand deposit account without prior notice to the Customer. 1. Image Cash Letter The Image Cash Letter Service allows the Customer to make certain deposits electronically by using a capture device to create an electronic usage of a paper check and transmit it and related data to the Bank. As part of the Service, the Customer must use software and hardware provided by or acceptable to the Bank. Transmission and Processing. The Customer shall provide through its own methods or devices the captured check images and check data, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the "Transmissions ") in the format and specifications required by the Bank's File Standards and within the cutoff times provided by the Bank. The Customer authorizes the Bank to process the Transmissions as Substitute Checks, Electronic images or Photos in Lieu, as may he applicable for further clearing through or with any other financial institution, clearinghouse or Federal Reserve Bank, if the Customer has chosen to have items processed as ACH transactions, the Bank will convert eligible items to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. The Customer agrees that it is solely responsible for the creation and sending of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terns) PN: 350914 DOC ID: 4 11nge 32 of 51 does not meet the Bank's or any transferee's standard requirements for processing, the Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing. (b) process the Transmission as sent from the Customer, (c) process the Items as photocopies in lieu of the originals or (d) repair or attempt to repair the Transmission for further processing. 2. Image Cash Letter Pile Deposit. Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received when the entire file has been written onto the Bank's system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, the Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 3. Customer Responsibility. The Customer shall be solely responsible if any Transmission for which the Customer has been given provisional credit is returned or reversed, and neither the Bank nor its subcontractors shall be liable or responsible for same. The Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. The Customer agrees that the Bank shall have no liability for the content of payment - related information. Tile Customer shall be solely responsible for the original checks, including storage and retrieval. The Customer agrees to provide a legible copy of an Image or the original check if requested by the Bank within five (5) business days of such request. If the Customer is unable to provide the original or legible copy, the Customer shall be liable for any associated loss or claim involving the check: 8. Suspension(Cancellation of Servlce. The Bank reserves the right to suspend or terminate the Service, in whole or in part if the Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the service In a manner inconsistent with the rules and regulations relating to the service being provided and such breach. Further, this service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the service upon thirty (30) days' prior written notice to the other party; provided. however, that the terms of Section 10 will apply to any termination prior to the time period set forth in the pricing schedule. 5. Warranties. (a) Custemer warranty. The Customer warrants and represents to the Bank that: (a) each Transmission contains accurate and legible images of all of the information on the front and back of the original checks at the time each check was truncated; (b) each Transmission also contains a record of all applicable micro -line information required for a substitute check and the accurate amount of the check; (c) each Transmission complies with the technical standards for an electronic item under Regulation J, Federal Reserve Operating Circulars 3 and 5, and for a substitute check under Federal Regulation CC; (d) no person will receive a transfer, presentment or return of, or otherwise be charged for, the check (either the original check, or a paper or electronic representation of the original check) such that the person will be asked to make payment based upon a check it has already paid; (e) the Customer will not radeposit through this service any transmission representing a check previously deposited and returned to the Customer; (f) the Customer will employ commercially reasonable security measures and firewalls sufficient to protect the Transmissions and storage to ensure no unauthorized access to or use of the original checks OF duplicate presentment; and (g) the Customer will only create transmissions for checks that originated as paper checks. (a} If the Customer is a financial institution or is otherwise transmitting Items payable to third parties, the Customer also represents and warrants to the Bank that: (1) In connection with each Item deposited through the service, the payee of the Item has authorized the electronic transmittal of the Item for deposit to Customer's account; if the Customer is scanning Items from a location outside of the United States, such authorization covers the cross - border transmittal of the Item; and (2) the Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti- moriey laundering program Includes policies, procedures and controls designed to detect and prevent money laundering, including "know your customer" policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which the Customer believes effectively prevents the use of the Customers operations, personnel or facilities for money laundering purposes. (c) 'The Batik and its subcontractors make no representations or warranties, whether express. implied or statutory regarding or relating to any of the technology or service and/or access to or use of the service or technology provided to the Customer hereunder. The Bank and its subcontractors specifically disclaim any and all implied warranties of merchantability, fitness for a particular purpose and noninfringement. The Bank and its subcontractors also do not guarantee that the Customer's access to the service provided under these terms will be uninterrupted, error free or secure. 5. Thlyd,Party Service Provider. The Customer may choose to use a third -party service provider or service bureau to submit Items or perform other functions for and on the Customer's behalf. If the Bank accepts such Items or other instructions from the Customer's provider or service bureau, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customer's provider including all costs and expenses incurred by the Customer's provider. Pricing SchedulelVolumef. The Bank and the Customer may agree to a priding schedule incorporated herein by reference, including the length of time the service will be provided, the chargea fees and the volumes, as may be stated in the pricing schedule. MM 350914 DOC M: 4 Page 33 rrj5! Limitation of Liability. In no event will the Bank's liability under these terms for any damages of any kind exceed an amount equal to the fees the Customer paid the Bank for the service during the twelve (12) months preceding the date on which the Customer made the corresponding claim. If the Customer makes a claim during the first twelve (12) months of the service, the Bank's liability will be limited to the average monthly fee the Customer paid during that time multiplied by 12. This limitation of liability is In addition to the terms set forth in the Account Terms. Indemnification. The Customer agrees to indemnify the Bank for any loss or expense resulting from: breach of any of the warranties made by the Customer pursuant to these service terms or the Account Documentation; any claim pertaining to any warranty or indemnity that the Bank makes with respect to an Item under the Check Clearing for the 21" Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable to Items. These indemnities are in addition to those in the Account Terms and relevant Service Tomts. 10. Miscellaneous. The provisions of Sections 3, 5, 7, 8 and 9 shall survive termination of these Service Terms, J. Check Printing The Check Printing Service enables the Customer instruct the Bank to issue checks and/or documents on behalf of the Customer 1. Payment Orders. The Bank will execute each payment order issued by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the "Payment Order'). Payment Orders may include printing of non- payment documents ( "Documents') if agreed to by the Bank based upon these Service Terms. 2. Cancellations. A Payment Order may be cancelled by the Customer if notice of cancellation is received by the Bank in writing from a person it reasonably believes is authorized to cancel the Payment Order for the Customer ( "Cancellation "); provided, however, that a Cancellation will not be effective unless and until it is received by the Batik so that the Bank has a reasonable time to act upon such Cancellation and that the related Payment Order has not already been accepted by the Bank or the related check has not already been issued by the Bank. A Payment Order may not be amended or modified. The Bank has no obligation to adjust or slop payment or posting of a Payment Order it has accepted, 3. Receipt of Payment Orders and Cancellations. Customer shall transmit Payment Orders to the Bank to the location and in compliance with the formatting and other requirements provided by the Bank in the operating procedures prepared for the Customer. The Bank may reject any Payment Order that does not comply with this Section. a, Identifying Number. The Customer acknowledges that: (a) if a Payment Order identifies its beneficiary or specifies the owner of the account to be debited, as applicable, by both a name and an identifying or bank account number and the name and number identify different persons, execution, or transmittal of the Payment Order, payment to the beneficiary or debit to the account to be debited may be made solely on the basis of the number; and (b) if a Payment Order identifies any bank both by a name and an identifying number and the number identifies a person different from the bank identified by name, any bank may rely solely on the identifying number. 5. Issuance of Checks /Documents. For each Payment Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other Documents to be completed; and (d) mail the check or send the check by courier along with any Document as agreed upon (collectively, "Issue "). The Customer expressly grants the Bank the authority to Issue each check and Document. E. Notice of Rejection. The Bank will promptly notify the Customer if a Payment Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically, orally, by telephone or facsimile transmission. 7. Control. The Bank is not responsible or liable for the detection of errors contained in any Payment Order as received from Customer and is entitled to rely on the information contained therein. No agreement or instruction of the Customer restricting acceptance of any Payment Order is binding on tiro Bank, except as set forth in these Service Terns or in a writing signed by the Customer and the Bank and the Bank has tied a reasonable opportunity to act before any affected Payment Order is executed, made or transmitted by the Bank. 8. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that the Bank believes in good faith to be from the Customer without any independent investigation, The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event that the Bank receives conflicting notices or instructions, the Bank can act on either notice or instruction or can refuse to act. Customer shall indemnify the Bank, its officers and employees and hold it and them harmless for and from any and all claims, losses liabilities and expenses arising or resulting from actions taken or not taken by the Batik in conformity with the notice or instruction it receives from Customer- 9. Limitation of Liability. The Bank will exercise reasonable care in the performance of the Service. The Bank shall riot be liable to Customer, other than as unposed by law or by these Service Tennis for failure to act in accordance with reasonable commercial standards in the banking industry. Reasonable care in providing these Check Print Services shall be measured by the relevant . provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or an honest mistake of judgment shall not Constitute a failure to perform such obligations or a MY. 350914 DOC !D: 4 Page 34 (?f 51 failure to exercise reasonable care and in no case will be deemed wrongful. The Bank shall not be liable for consequential, indirect or special damages even if it has been advised of the possibility of them. The Telephone Tax Payment Service is a Service whereby the Customer can direct the Bank, via touchtone telephone, pc dial -up or browser - based platform, to make tax payments via ACH from an account with the Bank that the Customer specifies. The Bank may pay taxes from the Customer's account In accordance with any instructions issued in the Customer's name that the Bank verifies pursuant to the security procedures specified in these Service Tariffs. The ACH Origination Service Terms are incorporated into these Service Terms by reference. 1, Roceipt of Instructions and Cancellations. The Customer may send Instructions and cancellations only during service hours the Bank specifies. The Bank may change the service hours upon prior notice to the Customer. The Bank must receive Instructions not later than the cut-off time the Bank establishes. The cut -off time will be on or before one or two banking days, depending upon the type of tax payment, prior to the banking day the appropriate taxing authority is to be paid. The Bank must receive any cancellations by the cut -off time the Bank establishes for cancellations on the banking day prior to the scheduled posting of the debit to the Customers account. The Customer may only cancel a tax payment instruction before the Bank processes h. Cancellation instructions must be received through this tax payment service. If the Customer missed the cut -off time but still wants to cancel a tax payment, the Customer must communicate the request directly to the Bank's Customer Service area. The Bank will request a return of the tax payment from the taxing authority. The taxing authority may assess a penalty for processing the return. 2. Tax Payment Security Procedure, Instructions or Cancellations may be initiated only by entering, via touchtone telephone, pc dial -up or browser -based platform, a user ID, password and/or other access code that the Bank assigns to the Customer or that the Customer selects using the parameters the Bank specifies. Cancellations may also be initiated by contacting the Bank's Customer Service area and providing the Customer's valid user ID, password and/or other access code. 3. Funding. The Customer authorizes the Bank to debit the Customers applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event the Customer does not have sufficient funds in the Customer's applicable account to cover the amount of a tax payment, the Bank shall have no obligation to make the tax payment for the Customer but if the Bank does, the Customer agrees to reimburse the Bank immediately. Funds the Bank receives and hold pursuant to this service shall be held as a deposit liability to the Customer and not in trust for the Customer or the taxing authority.. q. Limitation of Liability. If because of the Bank's negligence or willful misconduct the Bank fails to make the Customer's tax payment in a timely manner and that directly results In the Customer being penalized or owing interest, the Bank's maximum aggregate liability shall be the amount of any penalty or interest actually imposed by the applicable taxing authority. The Customer agrees to reasonably cooperate with the Bank in the Bank's attempts to persuade the taxing authority to abate any penalty or interest. L Client Access Client Access provides for electronic access to the Customer's account information, reports and data (collectively, "Data ") and for the electronic transmission to the Bank of messages, service requests, and payment and nonpayment instructions (each an "Instruction'). The Bank reserves the right to modify the applications and products (each an "Application ") available via the Service, upon notice to the Customer. 1. Security Procedures: (a) A Bank issued or approved security device (a "Security Device') is required to access the Service. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer, including without limitation the procedures set forth herein. The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User, as defined in Section 2.3 below, to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. M The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application. The Customer agrees to notify the Bank of any change in security administrators in the manner and form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. MY: 350914 DOC /Dc 4 Page 35 q/'51 IIIIfi(�Y I 'ill, ill (cI The security administrators shall be responsible for 0) designating Individuals as users ( "Authorized Users "); (ii) identifying the functions of the Service that each user may access; (iii) requesting, creating, controlling, disseminating and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each user of his/her obligations hereunder or under any of the applicable Account Documentation, as defined in Section 5 below. The security administrators shall provide to the Bank. upon the Bank's request, a list of Authorized Users. in the absence of a valid designation of a security administrator at any time, the Bank may deliver Security Devices and materials to any person authorized to act on behalf of the Customer with respect to the ar=urts. Open Network Access; Equipment. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the Internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by it of any third -party security and communications software and third -party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees, at its sole expense, to procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 3. Instructions; Data: (a) The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions properly received by the Bank. (b) The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to e-mail addresses and fax and telephone numbers, (c} The Customer acknowledges that the Secure eMail Application is not intended for the transmission of Instructions to transfer cash, securities or other assets. The Customer shall not transmit, and the Bank shall have no obligation to act upon, any such Instructions transmitted through Secure eMail. 4. Customer Warranties. The Customer represents and warrants to the Bank that: (i) prior to submitting any document that designates Authorized Users, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing the geographic location or its Authorized Users and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any jurisdiction that the Bank informs the Customer or where the Customer has knowledge that the Service is not. authorized. The Customer hereby represents and warrants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. Jurisdiction Specific Provisions Exhibit to Client Access Service Terms The additional jurisdiction specific provisions set forth below are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer's users accessing the Service from such jurisdiction or as a result of the location of such accounts In such jurisdiction, the jurisdictional specific provisions of that jurisdiction shall apply to the use of the Service by such users. A. Australia & Now Zealand — See further Paragraph L herein. The Bank's liability to the Customer for loss or damage of any kind in contract, tort (including . negligence), under any statute or otherwise arising from or relating in any way to this Customer and /or its subject matter, is reduced to the extent that Customer caused and/or contributed to the loss or damage, Fees: To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect or any supply under this license Agreement, ( "GST "), the fees payable in respect of that taxable supply ( "original amount ") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. Consumer Warranties: f. Australia The following provision applies if, despite the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the proper law of this Agreement is the law in force in an Australianjurisdictiow PA': 350914 DOG' 1D: 4 Page 36 of 51 Ili I The Warranty and Limitation of Liability provisions of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms are subjeot to the following and only apply to the extent permitted by law: 'Notwithstanding anything in this Agreement, consumers may have the benefit of certain rlghts and remedies pursuant to the Trade Practices Act 1974 (Cth) and similar state laws in Australia in respect of which liability may not be excluded, If so, then to the maximum extent permitted by law, such liability is limited, at the Bank's option, in the case of goods to either (a) replacement of the goods; or (b) correction of defects in the goods; and in the case of services to either (a) re- supply of the services; or (b) the cost of re- supply of the services." 2 New Zealand If the Customer is acquiring software in New Zealand, the Customer confirms it is acquiring the software for the purposes of a business (as that term is defined in the Consumer Guarantees Act 1993), and that the Consumer Guarantees Act does not apply to the software. Miscellaneous. The following provision shall apply if, despite the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the proper law of these Service Perms is the law in force in an Australian jurisdiction: The Uniftation of Liability and Warranty provisions of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms are subject to the following and only apply to the extent permitted by law:. "Notwithstanding anything in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, a customer may have the benefit of certain rights and remedies pursuant to the Trade Practices Act (Cth) and similar state laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at the Bank's option to (a) re- supply of the Service; or (b) the cost of re- supply of the Service." B. Cambodia — See further Paragraphs L and M herein. C. Peoples Republic of China — See further Paragraphs L and M herein. The Customer agrees that: (i) the Bank shall be liable only for direct damages that are the result of its failure to exercise ordinary care or its willful misconduct; and to the maximum extent permitted by law, (ii) the Bank shall not be liable for incidental, indirect, special or consequential damages, regardless of the form of action and even if the Bank has been advised of the possibility of such damages. Nothing in these general terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. Notwithstanding any other provision to the contrary, where an overdraft condition may exist, to the extent permitted by law (including the law where the Customer is incorporated), the Bank may debit the Customer Account even though the debit may bring about or increase an overdraft. If any debit to the Customer Account brings about or increases an overdraft, such overdraft shall be immediately due and payable, to the extent permitted by law (including the law where the Customer is incorporated), without further notice or demand. The Customer represents that prior to submitting any document that designates the persons authorized to act on the Customer's behalf, including, but not limited to a security administrator designation form, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. Laws, Rules, Regulations and Practices: The Customer agrees to abide by and comply with all laws, rules and regulations (whether or not having the force of law, including without limitation rules from time to time made by the People's Bank of China and all determinations made thereunder) from time to time applying or relating to any or all of the Accounts and/or deposits the Customer may place with or through the Bank. The Bank has the right, without prior notice to the Customer (or upon notice if a prior notice is required by law), to do such acts, deeds and things and adopt such practices as the Bank may in its absolute discretion consider necessary or appropriate to ensure due compliance with or implementation of any or all of such laws, rules and regulations, notwithstanding any contrary provisions of the Account Terms and the Account Application forms. The Customer further agrees to abide by and comply with such practices(s) as the Bank may from time to time in its absolute discretion adopt in connection with such compliance or implementation. D. Hong Kong —See further Paragraph L herein. Nothing in these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. Any contractual limitation of liability shall be modified so that such provision shall be applicable to the services provided hereunder to the maximum extent permitted by law. I he Customer represents that prior to submitting any document that designates the persons authorized to act on the Customer's behalf, including but not limited to a security administrator designation form, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. E. India — See further Paragraphs L and M herein. PA'. 350914 00('1D: 4 Page 37 of 51 I!IVfi�I�WV��'lll F. Indonesia — See further Paragraphs L and N harein. The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order Is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. To the maximum extent permitted by law, the Bank may, at its sole discretion, make recordings and retain such recordings of telephone conversations and data transmissions between the Customer and the Bank. G. Malaysia— (if The following terns shall apply in relation to the Service where it is provided in relation to accounts in Malaysia andfor where the Service is provided in Malaysia: (a) Paragraph L and P shall apply. (b) Any references in the Service Terms to the term "Bank," shall mean J.P. Morgan Chase Bank Barbed. (c) The Bank shall give prior notice to tiro Customer of any change to these terns. td) The Customer acknowledges that it may, through its security administrators, create maximum limits (at a user entitlement level) in relation to funds transfers that may be conducted using the Service, to limit the Customer's risks. Notwithstanding anything to the contrary in these terms, the Customer shall not be liable for any loss which is not attributable to or contributed to by the Customer. (e) The Service Terms shall be governed by and construed in accordance with the laws of Malaysia (without reference to the conflict of laws rules thereop. th) If the Service is to be accessed by a Customer (1) who is domiciled or incorporated in Malaysia, or (2) in Malaysia, that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P. Morgan Chase Bank Berhad through any JPMorgan website other than http: // w .jpniorgai)access.com,my. H. Philippines — See further Paragraph L herein. Subject to giving reasonable notice in writing the Bank, may amend the Account Documentation. The Customer will be deemed to have agreed to any such amendment, if the Customer fails to object thereto within five (5) days from receipt of such notice. 1. Singapore — See further Paragraph L herein. Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. For the avoidance of doubt, to the maximum extent permitted by law, the Customer hereby expressly agrees that nothing done or omitted to be done by the Bank pursuant to this agreement shall amount to a breach of the Bank's obligations under the bank secrecy laws of any jurisdiction. The provisions in Paragraph L, as applicable to Singapore, shall be without prejudice and in addition to any other right of the Bank to disclose any information on the Customer under any applicable law. J. Republic of China (Taiwan) —See further Paragraphs L and N herein. The Customer hereby acknowledges that the Account Documentation and other related documents have been delivered to the Customer for review for a period of at least five (5) days before the execution. The Customer executes and delivers the Account Application after fully understanding the content of the above documents and hereby agrees to comply with the terms and conditions contained therein. K. Thailand —See further Paragraphs L and M herein. Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terns shall limit any party's liability for gross negligence of that party or its employees or for fraud. 11N: 350914 DOC 11): 4 Page 38 of 51 i ii L. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the follo risdictions'. Australia, Cambodia, Peoples Republic of China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, Pakistan, Philippines, Singapore, Sri Lanka, Republic of China, Thailand and Vietnam. The Customer hereby consents to the disclosure of any Information relating to the Customer to (i) any bank examiner(s), the Bank's head- office and other branch offices, its affiliates and associates, assignees or prospective assignees, (ii) the Bank's auditors, counsel and other professional advisers and (M) any other Bank's subcontractors or agents, In each case whether in India or elsewhere, as the Bank may, In good faith, consider necessary or desirable, including without limitation: 1. for the collation, synthesis, processing and management of data and the storing of data rotating to any Accounts held or transactions undertaken by the Cuslomer; 2. the reporting of transaction details and other customer- related information for global risk management, MIS and regulatory reporting and monitoring; 3 the monitoring of the Bank's global credit exposure to its clients and others; 4, for effecting any instruction by the Customer or any transaction for the benefit of the Customer, or effecting any disclosure that may be required of the Bank by any such party; 5. enhanced operational, technology, finance and other support function effrciencies, or G. as may be required by law, regulations or legal process, . provided that the Bank shall take such measures as it considers reasonable to preserve the confidentiality of such information or documents. The Bank shall at all times maintain in confidence all confidential Information and documents relating to the Customer that are in the Bank's possession subject to the Bank's right to disclose such information and documents. M. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Cambodia, Peoples Republic of China. India and Thailand. Any dispute arising out of or in connection with the services provided pursuant to these Service Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being In force, which rules are deemed to be incorporated by reference in this clause. The International Arbitration Act (Cap 143A) shall apply. The tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre. The arbitral proceedings shall be conducted in the English language and any award or awards shall be rendered in English. The award of the arbitrator shall be final and conclusive and binding upon the parties, and the parties shall be entitled (but not obliged) to have judgment. The arbitrator shall in all instances be required to apply the substantive law of file State of Ohio, United States of America (without reference to the conflict of laws rules thereof) and to enforce and apply the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Under no circumstances shall the arbitrator be permitted to award: (i) punitive damages; or (ii) damages of any nature in excess of the amount claimed. In addition, all statutes of limitation that would be applicable in any court proceeding involving the same subject matter shall apply in any arbitration proceeding brought hereunder. Nothing in this clause shall be deemed to exclude the right of either party to apply for interim injunctive relief from the State or Federal courts of the State or New York, United States of America, provided that any court proceedings shall be restricted to such purposes only, unless the parties agree otherwise. Notwithstanding the above, any disputes related solely to a Customer Account opened and maintained in a state or jurisdiction other than Now York shall be governed by the laws of that state or jurisdiction (without reference to the conflicts of law rules 0iere00. N, The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Indonesia and Republic of China (Taiwan). Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the Bank shall have the right to proceed against the Customer in any other competent court in any other jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any loge[ action arising out of or relating to these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive. O. European Union MV., 350414 DOC lU: 4 Page 39 of 51 The Custorner acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ( ECD ") (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing that a non - consumer may agree not to require under the U.K. rules and legislation Implementing the ECD. For further Information on the Bank, please see "Notice regarding EU e- commerce information" in the Terms & Conditions on titlp_ll}vwvr.jpmgtgan:com. t. The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) that may constitute personal data for the purposes of the Data Protection Act 1998 (the 'Act") and other relevant data protection legislation. Such personal data may be collected by or on behalf of the Bank in a number Of ways (the `Collection Methods "), including via documentation relating to the provision to or use by the Customer of electronic banking services, or via the Customer's use of such electronic banking services, and via other correspondence or communications between the Customer and the Bank. 2. The Bank will use personal data collected by it or on 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 the Customer about products and services that the Bank or other members of the Bank's group offer, which the Bank believes may be of interest to the Customer, and as may be otherwise required by law or applicable regulatory or governmental authorities, and such purposes may include transfer of such personal data outside of the European Economic Area to the Bank's subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or governmental authorities. 3. The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods that relate to the Customer's employees or agents is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful. A. Multicurrency Deposits & Collections Multicurrency Deposit & Check Collection Services enable the Customer to accept checks drawn in a wide variety of currencies from its own deposit customers, sending them to a single location and receiving ledger credit or final payment to the Customer's USD account at the Bank in a cost - efficient manner, eliminating the need for the Customer to hold correspondent accounts with a multitude of banks in a multitude or locations. The Bank can handle a number of currencies on a deposit basis (see appendix A below) and other currencies will be accepted but will be processed on a Collection basis directly with the paying banks. Checks Processed on a Multicurrency Cash Letter Basis: (a) Deposits will be posted with ledger credit (uncollected funds) on the processing date with forward value applied according to the availability schedule listed below. The Bank's cutoff time for same -day processing is 2:00 p.m. CT. Processing of checks through this service is subject to the Bank's credit risk review. Checks received through this Service that are ineligible for cash letter processing will be handfed on a collection basis. Any return items will be debited to Customers account using the PX rate applied by the paying bank on the date of return. io) The information reporting on items processed through the Multicurrency Cash Letter services other than Canadian deposits will appear as available on D +3 and will continue to roll for one day until collected and is limited to the country of origin as listed in Appendix A. (c) Canadian deposits will receive availability D +3. (dl The Bank will process checks under the Multicurrency Cash Letter services by following the Bank's own internal policies as to the method of collection. 2. Checks Processed on a Collection Basis: (a) A check will be processed on a collection basis if: requested by the Customer denominated in a nonstandard currency (not one of the listed currencies handled on a cash letter basis) • the check is a `third- country cheque" (denominated in a currency other than the national currency of the country where the drawee bank is located) or PX 350914 DOC ID: 4 Page 40 of 51 the check Is ineligible for cash letter processing for credit risk issues (b1 The Bank will not process a check under $150 USD or equivalent, because the total charges for such processing may exceed the value of the check. Proceeds will be credited to the Customer's account in U.S. currency within two banking days from receipt of good funds from the paying bank. Checks will be sent to the paying banks directly in accordance with the Bank's own internal policies. If payment is not received from the paying bank, the Bank will send the first tracer after three weeks and subsequent tracers may be sent at two -week intervals. Collection cases will typically be closed after two months and the Customer will be advised of the closure in writing. Once funds are credited to the Customer's account, such credit will not be reversed except in situations where a claim is made due to fraud or that the check was not authorized. Miscellaneous The Customer agrees that any losses resulting from rate fluctuations associated with adjustments or exception processing will be absorbed by the Customer. The mailing address for this Service is: JPMorgan Chase, Collection Department, 1111 Fannin St., Houston, TX 77002, Appendix A: Cash Letter AUD Currencies Dollar Estimated Times for Collected Funds D +10 CAD Canadian D +3 CHF Franc D +10 DKK Krone D + 10 FUR Furo D +7 GBP Pound D +7 HKD Dollar D +10 NOK Krone D +10 NZD Dollar D +10 SEK I Krona D +10 SGD Dollar D +10 r. International Cash Letter is a Service wherein the Bank provides the Customer with U.S. dollar check deposit, processing and clearing services (the "Service "). The Service shall also be subject to the operating procedures contained in the Bank's International Deposits Packaging Procedures Fliglble Items: The following items are the only items eligible for transport via the Service (`Eligible Items'): Cash Letter: Checks and drafts drawn in U.S. dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam slid the U.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 Customer's account, Check Collection: Checks and drafts submitted for clean collection and endorsed for deposit to the Customer's account received at the Bank's United State's location for check collection services. AV, 350914 DOC 11): 4 rage 41 of 51 Should the Customer include for carriage any documents or items that are not Eligible Items, the Customer agrees that the Bank has no responsibility or obligation with regard to such non - Eligible Items and agrees to hold the Bank harmless from and against all claims or liabilities relating in any way to such non - Eligible Items. 2. Pick -Up Times: If the parties otherwise agree.. the Bank may arrange with a designated courier to pick up Eligible Items from the Customer's specified location at specific hours and deliver such Eligible Items to a Bank location for processing, and credit to specified the Customer account(s) on an agreed schedule. 3. Appointment of Agent: If the parties otherwise agree, a designated courier may be selected by the Bank acting as the Customers agent with regard to such courier, the Customer acknowledges and agrees that the Customer has the authority to and does authorize the Bank to select and appoint this courier in such capacity to carry Eligible Items in accordance with these Service Terms. The Bank will notify the Customer promptly of any subsequent replacement of the courier. 4. Delivery of Checks: The Customer will either deliver Eligible Items to the Bank at the designated locations using the Customer's own courier or deliver Eligible Items to the Bank via the designated courier at such address as the Bank advises Customer from time to time. 5. Processing the Customer's Cash Letter: The Bank will receive and process the Customer's Eligible Items in accordance with the normal U.S. Bank Check Clearing Guidelines. Processing at a foreign branch location may include receipt of the original checks, scanning and electronic transmission of the check information and check images to the Bank's processing location in the United States as well as the retention and destruction of the original checks. S. Return Items: The Bank will notify the Customer promptly of all Return Items for Eligible Items received and processed under this Service. The Bank will advise the Customer's designated office via S.W,I.173. or other agreed upon method of all Eligible Items of $2,500 and over. Return Items of less than $2,500 will be advised to the Customer via mail. If the Customer desires, the Bank will advise the Customer of all Return Items regardless of the amount of the Eligible Item. All Return Items will be delivered to the Customer's designated location and may include substitute checks or imaged copies and not the original checks. 7. Lost Items: The Customer agrees to maintain copies of both sides of all items sent to the Bank under this Service and agrees to furnish the Bank with such copies upon request In the absence of such copies, Customer agrees to maintain detailed records of such items and to provide them to the Bank upon request. If Customer is unable for any reason to provide such copies or records, the Bank will be unable to facilitate reconstruction or collection in cases of lost or stolen items and the Customer agrees that the Bank will have no liability or responsibility in such situations with regard to such items. S. Insurance: If the Bank acts as agent for the Customer with regard to retaining the designated courier as stated in paragraph 3 above. the Bank will obtain from the designated courier limited insurance coverage to reimburse costs of reconstructing a lost cash letter (up to US$ 2,500) and consequential interest expenses (up to US$ 100,000) on the Customer's behalf. In the event of loss of a cash letter by the designated courier, the Customer will receive this insurance for so long as such insurance is in place. The Bank does not assure that (1) it will continue to maintain such coverage during the entire term of this Service or for any specified period, (2) it will purchase Insurance at any other rate than currently offered Of (3) that the designated courier remains the provider of courier services to the Customer hereunder. S. Limitation of Liability: Unless resulting directly from the Bank's failure to exercise ordinary care or lack of good faith, the Bank nor Its branches, subsidiaries or affiliates will be liable to the Customer for loss, destruction, damage, mfsdelivery, theft, unexplained disappearance, confiscation or seizure by governmental or quasi - governmental authorities, or for delay in transmittal of any item, transmitted by, or for any matter in connection with the Service even though consolidation of the Customer's sending may have been accomplished within a Bank controlled location. The Customer acknowledges that the courier may employ subagents in connection with the courier service, and that neither the courier nor Its subagents will be liable for confiscation or seizure by governmental or quasi- governmental authorities, or for delay in transmittal of any item delivered to them unless directly resulting from courier's or Cis subagent's negligence or lack of good faith, 10. Representations and Warrants: The Customer represents and warrants to the Bank, its foreign branches, subsidiaries and affiliates that (a) In connection with each item delivered to the courier, that transmittal by courier of such items has been expressly authorized by the owner of the item, and the Customer agrees to indemnify and mold the Bank harmless against any losses, liabilities, claims, damages or expenses of whatsoever kind, Including reasonable attorney's fees, resulting from unauthorized transmittal. ib) The Customer will not use the courier service for any purpose prohibited by foreign exchange regulations, postal regulations, or any other treaty, statute, regulation or authority and will not send via the courier service any non - Eligible Item or freely negotiable item via this Service. (c; The Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect and prevent money laundering that the Customer believes effectively prevents . the use of the Customer's operations, personnel or facilities for money laundering purposes, AV. 330914 DOC CD: 4 Page 42 aj51 N ``I ii t 11. Amendments: These Service Terms and any processing and packaging instructions may be amended by the Bank at any time open 15 days' prior notice to the Customer. The Bank will provide prompt notice of any amendment. 12. TernimationlSuspanslow The Customer may terminate the Service at any time upon written notice to the Bank. The Service Terms will continue to apply to all items processed under this Service. If the Bank decides to terminate this Service, the Bank will send the Customer notice thirty (30) days' prior to the discontinuance of the Service. The Bank agrees to notify the Courier if the courier was arranged by the Bank of such termination. Notwithstanding the foregoing, the Bank may immediately suspend the Service for so long as required to arrange substitute courier services, if necessary or if the Service under existing terms becomes at any time contrary to applicable law, regulations or order in any jurisdiction where the Bank is required to act. The Bank will give prompt notice of any suspension. 13. Choice of Law: Jurisdiction: These Service Terms will be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. Both the Customer and the Bank irrevocably consent to the nonexclusive jurisdiction of the courts of the State of California and United States Federal Courts in connection with any suit, action or proceeding arising out of or relating to the Service Terms. * . r Foreign Exchange (FX) transactions are payments and receipts where the currency of the transaction is different from the currency of the underlying account. The funds transfer may consist of more than one transaction in order to move funds from an originator's account to a beneficiary's account. The FX Payment Service allows the Customer to purchase or sell foreign currency as principal or agent ( "Trader Contracts ") and to include related settlement instructions by means of an electronic communication system or a Bank access system (each an "Access System'). As used herein, "Value Date" means the date specified in each Trader Contract for the delivery of the currency to be bought or sold. Trading Currencies, Trader Contracts will be limited to the sale or purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer from time to time. The Value Date may not be more than one year after the dale on which the Customer enters into the Trader Contract. If the Customer chooses to make payment by checks to be issued with respect to the settlement of Trader Contracts, such checks shall be limited to such currencies as the Bank may announce to the Customer from time to time; and such currencies are subject to change or termination without prior notice. Contracting a Trade: (a) Data Input- The Customer shall enter into each Trader Contract by following the procedures set forth in the Service Material and by otherwise following the instructions provided through the Access System when using the Service. "Service Material" shall mean any administrative Hiles, clearing house rules, payment system rules, service terms or service guides, software licenses, Internet "click wrap" terms or disclosures, user guides or implementation forms that may contain operating procedures, security procedures, specifications or other requirements applicable to the Services. (b) Contract Rate. The Bank, in its sole discretion, will determine all rates quoted by the Bank through the Access System. Such rates are based on various factors, including market information and information concerning the Customer and the proposed Trader Contract. The Bank shall have no obligation to quote a rate based on any particular rate existing in the market or by using any particular formula. (ci Offer by the Customer. 1. For interactive services, the Bank and the Customer agree that the information displayed through the Access System relating to the contract rate shall be deemed an invitation by the Bank to the Customer to submit an offer to the Bank to enter into a Trader Contract. If the Customer wishes to make such an offer to the Bank, the Customer will enter the required information prior to the expiration time set for the quoted rate. 2. For straight- through process services, the Customer shall enter into each Trader Contract by following the procedures set for in the Documentation for that Service. The Bank and the Customer agree that when the Customer electronically transmits the instructions specified in the Documentation to the Bank, and in the manner and formal specified in the Documentation, the Customer will be deemed to have made an irrevocable offer to Ilia Bank to enter into a Trader Contract at such rate as is applied to that transaction by the Bank. (d) Confirmation. The Bank may, but shall not be required to, accept any offer of the Customer solely by transmitting to the Customer through the Access System a confirmation (the 'Confirmation). At the moment Ilia Bank transmits (as evidenced by its records) the Confirmation, the Bank and the Customer will have entered into the Trader Contract. The Confirmation will be sent to the Customer's terminal (which depending on the Service used by Customer could be by return confirmation file), and the Customer may print the Confirmation, provided, however, that the Trader Contract will be valid notwithstanding the failure of the Customer to receive or print a Confirmation. Each Trader Contract will give rise to an obligation for the Customer to buy from the Bank, and for the Bank to sell to the Customer, the currency shown by the Continuation as being purchased by the Custamar, or for the Bank to buy from the Customer, and the Customer to sell to the Bank, the currency shown by the Confirmation as being sold by the Customer, on the terms shown in the Confirmation, for settlement on the Value Date. iel Buy Back of Currency. Trader Contracts, once entered into, are final and irrevocable. The Customer acknowledges and agrees that the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under the Service. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased (whether via PIV: 350914 DOC' 1D: 4 Page 43 of 5'1 the Client Access System, telephone with Bank representatives or otherwise). Although the Bank may elect to facilitate buy back of certain major currencies (in the Bank's sole discretion), the Bank makes no commitment to buy back currencies notwithstanding any prior action or course of dealing. 3. Settlement: is) Processing Settlement Instructions. The Customer shall provide settlement instructions for each Trader Contract no later than 5:00 p.m. Eastern Time on the Value Date. If the Customer falls to provide settlement instructions by the Value Date as required herein, the Bank reserves the right to reconvert the currency into the original currency and the Customer will bear the risk of any change of currency rates. The Customer will enter settlement instructions pursuant to the procedures set forth In the Service Material and as provided to the Customer through the Access System. As a condition precedent to using this Service, the Customer is required to complete documentation provided by the Bank applicable for each service used for settlement. (b) Funding Currency Transactions. Whenever purchasing a currency pursuant to a Trader Contract, the Customer shall make the requisite amount of available funds being used to make such purchase available to the Bank by depositing such funds into an account designated by the Bank no later than close of business for the currency being sold on the Value Date. Whenever selling currency, the Customer shall deposit such currency to an account designated by the Bank no later than close of business for the currency being sold on the Value Date. The Bank is authorized to reverse any payment orders transmitted by the Bank with respect to any Trader Contract if the Customer fails to deliver full and final payment to the Bank by the Value Date. Notwithstanding anything to the contrary in this Agreement, the Bank's obligation to process settlement instructions for purchases of currency in advance of the Bank's receipt of full and final payment from the Customer is subject to the limitation that the aggregate dollar value of Trader Contracts for purchases having the same Value Date shall not be in excess of an amount established by the Bank for the Customer from time to time; such amount shall be subject to revision or cancellation by the Bank at any time without prior notice, although the Bank will endeavor to notify the Customer prior to any revision or cancellation, (c) Cash Basis Customer. Customers who are established by the Bank as "Cash Basis" Customers may only execute spot transactions for the purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer from time to time. The spot transaction will have a Value Date one or two business days from the "Transaction Date" (the date the Trader Contract is entered into) for most currencies, as established by the Bank. Cash Basis Customers will be debited on the Transaction Date instead of the Value Date. If the Customer's account does not have sufficient funds available to cover the Trader Contract on the Transaction Date, the Bank, on the following business day, will cancel the Trader Contract and any associated payment order. The Bank shall have no liability to the Customer in the event the Bank cancels a Trader Contract due to the Customer not having sufficient funds available to cover the Trader Contract on the Transaction Date. (d) Payment in Specified Currency. The receipt or recovery by either party of any amount in respect of an obligation of the other to 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 shall be able, In accordance with normal banking procedures, to purchase the relevant currency specified for payment in the amount spectlled with the other currency so received. If the amount of the relevant currency specified for payment hereunder or under a Trader Contract so purchasable shall be less than the amount specified hereunder of such obligation, the obligor shall, as a separate obligation and notwithstanding any judgment of any court, indemnify the recipient against any loss sustained by it. The obligor shall in any event indemnify the recipient against any costs incurred by it in making any such purchase of the relevant currency specified for payment. (e) Settlement. by Draft. For all Trader Contracts that the Customer elects to settle by draft, the Customer acknowledges and agrees that in the event the draft is not presented for payment within one hundred eighty (180) days from the date of issuance, the Bank shall have the right to cancel the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then - current rate and recredit the Customer's Account. If the remitter is no longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed monies account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank, in the event that the payee, holder or other third -party claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer. a. General Provisions: {a) Representations and Warranties. The following representations and warranties shall be deemed to be made and repeated by the Customer upon entry into any Trader Contract- The Customer represents and warrants that: I) each Trader contract or other Bank currency contract is entered into by the Customer for the purpose of [lodging its exposure to currency fluctuation and not for purposes of speculation; and it) the Customer has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into each Trader Contract or other Bank currency contract, is acting in light of its own judgment or upon professional advice it obtained independently of the Bank or any agent of the Bank as to those merits and risks including, where relevant, its own judgment of the correct tax and accounting treatment of the Trader Contract or other Bank currency contract and t is not relying upon the view or advice by the Bank. AV.- 350914 DOC 117: 4 Page 44 ref 51 11 iii li"ill i� (b) Master Foreign EzchIngo Agreements. If the Customer and the Bank have entered or hereafter enter into any master agreement relating to foreign exchange contracts, Trader Contracts shall be subject to the cancellation and Closeout provisions of any such agreement providing for liquidation of foreign exchange contracts upon the occurrence of specified events (including those provisions relating to closeout netting), but shall not be subject to the other provisions of such agreement such as those relating to the creation of foreign exchange contracts and (unless otherwise agreed) payment netting. PN: 350914 DOC !D: 4 Pa,; e 45 of 51 I I hwli lill? Part III: Uquidity Solutions Servicelerms — consolidated service Terms Booklet A. US Cash Concentration Service Terms (Single Entity) 1. Service. JPMorgan Chase Bank, N.A. (lire "Bank ") will provide the customer (the "Customer') with its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit accounts maintained at the Bank in the U.S and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are incorporated into these Service Terns by reference. Capitalized terms used in these Service Temis, unless otherwise defined in these Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or by using of continuing to use the Service the Customer agrees to these Service Terms. 2. balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. 3. Representations, The Customer represents and warrants: (i) that each Customer Account is not restricted in any way, and is owned and held outright by the Customer, and (if) its obligations under these Service Terns are legal, valid and binding, and enforceable in accordance with their terns 4. Authorized Changes. The Customer may, upon reasonable notice to lire Bank, and consented to by the Bank, authorize additions, deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and terms of this Service Terms to such changes. G. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco Feature "), that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Interco Feature, the Bank will provide the Customer with reports, for the Customer Accounts, detailing: (1) a tracking of accumulated inter - account balance transfers: and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the Interco Feature, will provide the Customer with automated posting, to the affected Customer Accounts, . of applicable intracompany earnings and borrowing charges. 6. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part cis Service will be considered deposits of the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 7. Tenn; Termination, These Service Terms shall be in effect as of the dale of the applicable Schedule A, and shall remain in effect unless and until terminated. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank, effective immediately upon the sending Of written notice to the Customer. tI. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. cJo JPMorgan Treasury Technologies Corporation — Liquidity Management Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 33610. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 9. Governing Law, These Service Terms shall be governed by and construed in accordance Willi the laws of the California, without reference to the conflict of laws provisions thereof. B. US Cash Concentration Service Terris (Multi Entity) 1. Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customers (each a "Customer' or collectively the *Customers') with its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and/or front the U.S. dollar demand deposit accounts maintained at the Bank, in the U.S., and listed on Schedule A ("Customer Accounts "). The provisions of the Bank's account documentation, including terns and conditions governing the operation of accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise defined in these Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. PA'. 350914 POC ID: 4 Page 46 of 51 2. Balances. The Customers shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdrart to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. 3. Representations. Each Customer represents and warrants, with respect to itself: 6) that each of its Customer Accounts is not restricted In any way, and is owned and held outright by the Customer, and (it) that its obligations under these Service Terns are legal, valid and binding, and enforceable in accordance with their terms. 4. Service Requirements. (a) The Bank will provide the Service to the Customers, only If each Customer is an affiliate of the other Customers (an "Affiliate "). "Affiliate" means an entity controlling, controlled by, or under common control with each Customer. (b) Each Customer appoints the Affiliate Identified in Schedule A as Its agent (the "Agent") for the purpose of (i) representing it with respect to any matter arising under these Service Terms, and (ii) executing and signing any agreements, documents or amendments on its behalf (x) in order to effect the transaction or actions contemplated by or (y) related to any matter arising under the Service Terms. 6. Authorized Changes. The Agent with respect to any Customer, may, upon reasonable notice to the Bank and consented to by the Bank, authorize additions, deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and terms of these Service Terms, to such changes for the affected Customer. 6. Intercompany Reports, If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco Feature ") provided by the Bank, that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the InterCo Feature, ilia Bank will provide the affected Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter- account balance transfers; and (it) a calculation of intercompany or intracompany, earnings and borrowing charges. In addition, the Bank, through the InterCo Feature, will provide the Customer with automated posting, to the affected Custorner Accounts, of applicable Intercompany and intracompany earnings and borrowing charges. 7. Indemnity. Each Customer, jointly and severally, shall indemnify and hold the Bank harmless from and against any and all claims, damages, demands, liabilities, lasses, costs and expenses (including reasonable attorneys' fees and claims caused by overdrafts in Customer Accounts), arising under these Service Terms, except and to the extent directly caused by the negligence or willful misconduct of the Bank, R. Set Off. Each Customer agrees that the Bank shall have the unrestricted right, at any time, without notice, to (i) set off, in whole or in pad, any funds in any Customer Account, against any overdraft in any other Customer Account; and (ii) transfer or otherwise apply, in whole or in part, any overdraft in any Customer Account, to any other Customer Account, even if so doing places such other Customer Account into or further Into an overdraft. 9. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit insurance Corporation under its applicable insurance rules and limits. 10. Term; Termination. These Service Terns 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 maybe terminated by anyone Customer with respect to itself, or by the Agent with respect to any one Customer, by sending written notice to the Bank. These Service Terms may be terminated by the Agent on behalf of all of the Customers by the sending of written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable lime to act on such notice. These Service Terms may be terminated by the Bank, with respect to any one Customer, or with respect to all Customers, effective immediately upon the sending of written notice to the affected Customer or the Agent. _ it. Notices. All notices to the Bank, pertaining to the Service, shall be sent lo: JPMorgan Chase Bank, N.A. c/o JPMorgan Treasury Technologies Corporation — Liquidity Management Operations, 14420 Highland Manor Drive — 2nd Floor, Tampa, FL 33616. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 12. Governing Law, These Service Terms, shall be governed by and construed in accordance with the laws of the California, without reference to the conflict of laws provisions thereof. PiV., 350914 DOC 11): 4 Page 47 of 51 I1 ulV"illl' CONSOLIDATED SERVICE TERMS SIGNATURE PAGE )PMORGAN CHASE BANK N A CITY OF SANTA ANA: Print Name: Manish Patel Print Title: J /lee 1`1'r51(7'./"/ Title: Date: e: FRANCISCO GUTIERREZ EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT SERVICES AGENCY Date: 4.4 [ (second authorized signer if required) Signature: t tti Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER Date: 1� PiV. 350914 DOC ID: 4 Page 48 oj'51 Business Sicinature Card 111 111111 V1.7 05 25 10 CHECK Signatures for New Accounts) I El Additional Signatures for I © Replace ll^Siqualures on Card loft ONE: � —_ __.. _ E -MAIL ADDRESS Accounts FGUTIERREZ @SANTA- ANA.ORG Account s __PRIN_TNAME_ ___ _ Client NamelAccrunt Holder: CITY OF SANTA ANA (For Sole Proprietor or Disregarded Entity, dFacsimile indicate the name of the owner E MAIL ADDRESS FCUfIERRFZrh15AN� Account Title: CITY OF SANTA ANA Address: 20 CIVIC PL7 City, State, Zip SANTAANA, CA 02701.4010 USA Account ®Manual CHRISTINE C. DUAR "FE TREASURY MANAGER Numbar(s): 935309500, 935309377,935309427 Telephone Number: (714)647.5420 CU A T F @$ t fA ANA OR(j _ --__._ _ PRINT NA___ Tax ID Number: SIGNATURE _. I []Manual (Far Sole Proprietor or !]Facsimile _ Disregarded Entity, indicate TIN PHONE NUMBER ofowner.) 956000785 INSTRUCTIONS: Use BLACK OR BLUE ink. Place the Manual or Facsimile signature within the box boundaries only, Do Not overlap signatures. Indicate if the signature is Manual or a Facsimile In —the PRINT NAME' box. When providing a Facsimile Signature, provide a Manual Signature too For your security, cross out all unused signature boxes before signing the signature card below. _._ PRINT NAME u,_ _ ,__ TITLE SIGNATURE ®Manna) FRANCISCO GUt'IERREI EXECUTIVE DIRECTOR, PINANCS & >� pFacsinue MANAGEMENTAGENCY _ -_ � —_ __.. _ E -MAIL ADDRESS _— __.. —__I PHONE NUMBER 1 FGUTIERREZ @SANTA- ANA.ORG 714-647-5420 __PRIN_TNAME_ ___ _ TITLE SIGNATURE ❑Manual FRANCISCO GUftERREZ CXECUTIVE DIRECTOR, FINANCES dFacsimile MANAGEMENT AGENCY i�nrrrrr fr rnalrr e+li +�r r -` -..�.. E MAIL ADDRESS FCUfIERRFZrh15AN� PHONE NUMBER PRINT NAME I TITLE ®Manual CHRISTINE C. DUAR "FE TREASURY MANAGER ElFacerme E-MAIL ADDRESS _ PHONE NUMBER i 714-647-5335 CU A T F @$ t fA ANA OR(j _ --__._ _ PRINT NA___ TITLE SIGNATURE _. I []Manual 1.._ !]Facsimile _ ___ E-MAIL ADDRESS PHONE NUMBER � The undersigned, an authorized representative of the Account Holder, Certifies that hershe has reviewed the information contained in this Signature Card, the Certificate Regarding Accounts, antler any other account authorization document, and finds it accurate on this here. The Account Holder has received and agrees to be bound by the terms and conditions governing the operation of amounts and services provided by JPMorgan Chase Bank, National Association, ('1he Bank'), Including the Account Terms and Service Term, as they may be amended or supplemented from time to time. The undersigned is authorized to certify the names, titles, and signatures of authorized signers on thisAhese account(s) pursuant to the Certificate Regarding Accounts or, It applicable, another amount authorization document (e.g , a corporate resolution, partnership letter & security agreement, or a limited liability company letter & security agreemerl). The undersigned certifies that (tie (Nis) 2 signatures presented oil these pages are the signatures of persons authodzed to sign and otherwise act on behalf of the Account I(older with respect to life account and Seeking transactions or services. The Bank is entitled to rely on the authority of the named Persorus until the Bank receives written revocation of such authority Tax ID Number Certification - Under penalties of peQury, I certify that: 1. The number Shawn on this form is my correct taxpayer identification number (or I ac wailing for a number to be issued to rue), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the intern) Revenue Service (IRS) first I am subject to backup withholding as a result of a failure to report all interest or dividends. or (e) the IRS his notified me Vial I am longer subject to backup withholding, and 9, 1 am a U.S. cilizen or other U.S. person (as defined 7n the IRS Form W -g instructions). Ce riffles inch Instructiorls. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup vnihhokting because YOU have failed to report all interest and dividends on your tax return. See the IRS Form W9Iretare ions for additional Information. ❑ The Account Holder is a nonresident often or foreign entity, and therefore the certification above does not apply, The Account Holder's foreign status has been certified to the Bank on the appropriate Form W -8. The IRS does not require your consent to any felon offlus document other than the carYfftcalfons required to avoid backup whi holdhtg. Authorize h Title'. Ym .r v7r vA' +4'Ga•PZ?r4' bele:a\ Authorized Sinnature' Li^C '.�� -/' ,u.,..c 'Dine 'i X44' Setfo trvjtk- ptd,p„,,. Date: /! g fp INTERNAL USE ONLY THE ABOVE INFORMATION AND SIGNATURE(S) WERE VERIFIED BY: Print Name Indials Bept NoABr, Nt Core tenon Qate __ Entdy;Type:Select EnlityType _ _ PN: 350914 OOC 11): 5 Page 49 of 51 II�I�bNliIIll Client Name /Account Holder; AcCOUnt Title: Tax ID Number, Card of Account Number(s): Telephone Number: Date: I I /1 81201 0 ADDITIONAL SIGNATURES AV: 350974 00C' M: 5 Page 50 of 51 PRINT NAME TITLE SIGNATURE b. Manual E-MAIL --- -------- -- --- 'PHONE -NUMBER PRINT NAME I TITLE SIGNATURE []Manual E]Facsunlle EMAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE ❑wnual ❑ 1'acsimllo E- MAIL ADDRESS I PHONE NUMBER _6 PRINT NAME TITLE SIGNATURE ElFacsimilp 1:4AII- PRINT NAME TITLE SIGNATURE UManual []Facsimile PHONE NUMBER E-MAIL ADDRESS -[]Manual PRINT NAME TITLE 1 SIGNATURE []Facsimile PHONE NUMBER E-MAIL A- DDRESS — - ----- — -- - ------- - ------ PRINT NAME TITLE SIGNATURE . .... ...... ....... ----- P'HI)I-IE--NUMBER E-MAIL ADDRESS PRINTNAME TITLE SIGNATURE Manual []Facsimile - - - - E -M All- A DURESS PRONE NUMBER PRINT NAME TITLE SIGNATURE Manual DFaciumfle PHONE NUMBER - --------- E-MAIL ADDRESS AV: 350974 00C' M: 5 Page 50 of 51 Certificate Of 111CUmbettcy I JPMorgan Chase Bank, N.A. _ Vi.2_02_9g_ 1p ❑ Check if below signatures are applicable to a Lender or Secured Party of a Multi -Party Blocked Agreement The undersigned certifies that: I am an authorized official of (LenderlSecured Party), and that 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; and each are authorized to act on behalf of the LenderlSecured Party. The undersigned certifies that I am an authorized official of City of Santa Ana, duly organized and existing under the laws of the State of California, ( "Organization "): that the Information presented below Is correct and the persons named below are presently holding the offices set forth opposite their respective signatures below; and each such signature is his or her genuine signature: In Witness Whereof, I halve hereunto subscribed my name and affixed the seal of the Organization, if applicable, this .rxl)ay of t✓ "4'?m. -+'.,- Signature MARIA D. HU17AR Print Name Title By: Signature Print Name Title FORM 11N.,350914DOC/D:6 1/ Laura Stiff Shcedy � Page 51gf51 ,As9isknnl City Attorn y, 500000000 WZtMtcu0 Ill II II III 1 11 ll 1111 II II Q Z Q Z Q O 0 C) r U o � � o OMro Q Y rn Z Q� V N .= m zZom w n 6 K m N O F O F = M~ n p m U __ o Z U Z !.i n cgJUZ a�o� MXH = U UQ CO /. pm¢ P4 °'a0 = n UC7 c°�UU m n N V M O M O n U U J a N W r O F- C) Q-1 ti Y C m d J A R C O r C d C d A IL N L N 0 0 N m 0 m M O O O O O O 0 0 o 000 � r M O M O O N r�� W F- a aW ZQ O❑ ❑ Q �- W U� Q �o or-w zm OUDOV OQOw r r O O O ¢ajw WZM KKK ❑ J U m m m N ¢ ao� a c7 a0 LLwa OY F- Owl F- Z W W � N U� W W m > w H 6 w Z K ZO O U U a N F z 7 0 U a 0 O a U) N Z ¢ z a m aO K U K OMm S Q v Zza Qow° Z Ua Z U �aUZ C) } ¢ p F Z U Z U W.< M000000zozmuoom I II II III II III IIII I ro N o v �n m m 00 M M In N rnm 0 0 0 0 00 00 0 0 °0 0 00 00 N N m ro r� W m N N 0 0 0 0 0 0 o O a o 0 0 00 0 0 0 0 M M O O rr LL O w a 00 00 0000 0000 O O O O m N m r m a N N r r O O Z 00 0000 O O m m N m m O 0 20 Lq Cl umi_ w ' a Q F O N N m z w 0t a 211, Q Z U- Z N O 1fl N O YJ O O O O O O O O .0 M O O O fmp UH M °m humi 11 m w ga mLn mm m M m � c6 m ro of o n m m° Z UZ w J W ❑ ° wW 3g� = m 1 ° a a Zz Qa❑ U ¢ J o � g mma W w J ¢ LL FK rc g ❑ w ❑F oN o Z- N m H K N W Z O w W ~ U w w w W -0 U ❑ U iZY L O ¢ C7 L U W O Z Z ¢�¢ 0 W Q ❑ � m Z 'o Q U Q W OW z O Q O _ O U Q F H C7 W Q W Q Z LL z LL ❑ W N ❑ Q Z� Z> m w J 7 W ° ¢ W w a W O K K 2 U w w w- Q m O H z O U U aU Q O a m a w N z U w > CL m W N m W U w W U K J w U w U ¢ F- w U CC Or Q J Q Q J Z W W m W W W 0 W 0 O 00 000 O O O N d' (p V O O o o C o a N M N N N N C1 C 00 00 0000 0000 o O O O O O O O O O O O O O o O O O LL 00 0000 O O O O O O O O O a ro N o v �n m m 00 M M In N rnm 0 0 0 0 00 00 0 0 °0 0 00 00 N N m ro r� W m N N 0 0 0 0 0 0 o O a o 0 0 00 0 0 0 0 M M O O rr LL O w a m r N M r U J N M1 0 O m M M 0 O O O N coo Oo N N r M O M O O N w zoo U o Ow N djw J 0 0 0o Of of d (Dm W F Z w w O CO Cl) W m Jw H aw F- cC Z Q O U Q F 7 o Q U Q � LL O N } H Q > U U) Q 3 ¢ ¢ �] Q O M ^�^ O ti U N O W Q a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O O O O O O O O o O o O O O 0 0 0 0 0 0 0 0 0 0.000000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .00 0 0 0 0 0 0 0 0 0 0.00000. 0 � WN Q W m wa W S LL V M l0 cp 4 M 0 0 M M1 M1�4 M1 M O �- 0 y N M M M t - -MONO O nM01�� NOMO N M M IS - W W o( N 01MN M M� W N Ma 400 N M V M1 LO (O COLO �(M O LON ML6 MMm W a M M M M N a M M m m O M M W M N O 0' M 4 M V 4LO OJ f O N M 0 M M M N M� m�NM1 U 10 z J W 5a mCY w 00000. 0 00 O O O W N O O O O mm. 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N W rno N M N M r N MM M N rn rn rn rn .r M N M M h M (V O IN W � (p �- (V O a W Ln LN th N M r N N Oi n (C tD W F M N M M -0 i f l N M M ro M V t N N N o O O U Z Z w M M J a> ma w o 0 0 0 o 0 i 0 0 0 0 0- M M o o o o o 0 o M 0 0 0 0 o rn w 0 00 Un c- o�000MOMM M90o0O00 r o OM0 M o O W v N M � N O M Ol rn U W W Q Nu U N N N M d M M M V N M N W M J 7 000 o00 000000000000000000 000000000000000000 0000 O000 0 0 000 000 o ooO 0.- 000OOOOOOOOOONOO o o�. o000 0 0 �^ Nr0 OOONOOOOOOOCh e-OM Oa O a MOO M ZU d W U W V O r O 0 zz 0 0 0 0 0 0 N 0 0 0 O M . rn rn W O d % N 0 N o M M O M O O O O O M O o 0 M V V O O O m M M M M M M W M M N 0 0 N N M 0 0 0 0 0 0 a o o a o N Y N f N K 1 m m rn rn O O O O o O N M M M O O O N N N N N N N N N N N a a a a O W U W N n N 0-MM N Z % 0 Q 0 W.M rn V OMNN r rr W 0000 O m W U O N N E O O Z n O N O N N N N N N N N N N O O O O O O o O O O O O O O O O O O O O O O N ❑~ CD Z W'WO Q O K W0 W O a H in to w W W U Z U N ? 0 KKZ W K Z M �wzzQ W Q�Z OZO W N >O w M W O ZQOKO�W I ZzZOZ ZQ ' E W OW UZNO LL � U UOOZ Q,oO WO Z ' OOFS UQV � W 0O � Z ZZ Z F- a Zzz�z U W UwLd 7QOO W Q0O w wzHz 2m Q a ZU W> Ez2m W W aa U W Mt � QO J Z UI -Q�CL W U_ 2thl- W u, Z(j W HQY'r-Z_ ]ZO> OXXXWH W F= K�UWF_ZU UO QOX QQ�W❑ WQ K~ m M M Z Z J Q Z K 0 J ¢ J H Uj CL a V O�❑ K� O m 0 U m Q UU W UUUZ 2i Q F- FD W O j�LLH Q liU H C ZOZ W ~ O� o m 0000�¢aoc�i Wo� °¢o�z�ZO¢z� m 0c"'1 C) m wa m a O ¢ m 1 w a 0 W O 0 W Q a F Z W 2� W F N N N W m W H Q W ZU OLL U °o N 000 o�c� M O M CON ww 0oo ozz UO_Z a~� U W J�- Kew (7a U) 3 u a a bA a O m S o 0, Q M U1 7 H Q °w N W m U W K W = LLU 000w Uz o Z W o 5� ms 0 W mono O � O W U W L6 � w¢ NS U W J 7 w_ Z W z a W o0 o 0 �n U W <n o LL 0 M. M a Q W U °o oO °O oO N .000 W ago M W U N z w (D O O aU S U W U w N �OO> W w > 0 K X5 0 0 omwF- Q m O W w m a m J S m W r =wa> U U LL 2 O DO JJOO O a F J J z ooaa m �mm M00000m �ZW900 L III II IIII IIIII IIII m n pN O M O n U U J V N W n 0 LL O W C9 Q a z Cd Fi QI Y C A m d J m C O C v a C d tm 0 IL N t H m pN CJ O M O U U J W O m E LL C N C 0 �C 0 N .T N a C 0 V Q @ E LL @ N O w C m YJ U Z m `m Q C m m N 9 J Z N N a' U @ m O N a U N m N O J Z N a N UE U N a O N E c E O °m U N m U U Z N c E L_ N C m O N L IM O E L d s J J NE O U U U @ N C T O @ r C C @ J d O L � C t LL � O L_ O N O d U O a 3 3 m E U U @ E) @ U 2 N c E N .L- C m 0 L L E +L+ L s J U O E N @ 0 rN C « � C O O U E @ o� LL c Sb0000000ZLZi bZOL00l III II II I I VIII VIII I m `m U V Z N m n N O 6 U U @ m N O N } � C a y {cp T U ❑ U \ L L 3 0 O - C d N d T N O T x C d m _ E D O d a C N � 01 C @ E E w N x U N C U @ N n m O m N � �a � N m > H a 0 N « C O E `o_ E 0 m O @ U d U N E N E 0 O 0 E L_ N C N d N L_ SQ c E L L . o� O T U U U � T N @ E c m @ Y+ O N « @ C @ L c .3O .@ D C d p7 � U � U E O V LL @ n 3 L U L 3 m r N @ E U N c E N N U O O E E L_ N C N d d L_ T L E L L 0 U U C C d O E E m y C @ O c « O O N O U � `6 'E O �p LL U 01 L U 2 (n O N c E U U G W m L SU « y 9 U c 2 @ m v m c N @ b O N a� n m E C p -c U W O N +L+ o @ C m NZ 0 U N c n E U 0 c Q N C D E @@ � w N E' L U U 2 O m N a@ w E U m N O 6 N @ C N U U m @ .. U � N U o Z O N m h N � O U � C j m@ � W N @ v U C O N N@ m m C C C E� d @ N m @a N c c U O N fJ D Q oa N C U �a m; �r m 0 O) C E W C N N L @ v U U O D m � U C @ C @ m ❑ E o d U @ v � C E @ m m m 3 0 a O OI c C N @ � W o r, 9 E � c T Ep {Cp X @ O a o d H C 00 Q Et @ U 2 2 N 0 O U a LL Q N W Q a N N OI m U LL Q O LL N > Q d C @ U 00l Z N > Q C N N Z N > Q N E) NO Z N > Q U m U m j Q O rn L c O U C @ m L U Q1 N c @ m LL E N of L U LL Y N m L U C ] @ V m ❑ ❑ C O OI c N W C O OI c N W @ O D N x W Y D N % W m U W N N X W C N NN X W U m @ N > J E 2 C 00 Q Et @ U 2 2 N 0 O U a LL Q N W Q a Y C R m O J A C O C c m a� R a Ifi L F z Cd N LL O N W U' a "v °® CERTIFICATE OF LIABILITY INSURANCE °AT M212� 6 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not Confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office 199 Water Street New York NY 10038 -3551 USA CONTACT NAME' PHONE (,C. (866) 283 -7122 FAX 800- 363 -0105 (C. No. Ext): EMAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC$ INSURED INSURER A: National Union Fire Ins Co of Pittsburgh 19445 JPMorgan Chase & CO. and subsidiary, affiliated, and associated companies therof INSURERS: New Hampshire Ins Co 23841 INSURER C: Commerce & Industry Ins Co 19410 270 Park Avenue New York NY 10017 -2070 USA INSURER D: INSURER E: DAMAG RENT PREMISES S ( Ea occurrence INSURER F. X COVERAGES CERTIFICATE NUMBER: 570062235566 RFVIRION NIIMFI THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested HINER LTR TYPE OF INSURANCE DD INSD B SR WVD POLICY NUMBER POLICY WD,vYYY POLICY DIY YY LIMITS A X COMMERCIAL GENERAL LIABILITY GL 7 270 Park Avenue EACH OCCURRENCE $2,000,000 Q eYJ"cm ✓�aa CLAIMS MADE OCCUR .N` DAMAG RENT PREMISES S ( Ea occurrence $1,000,000 X MED EXP(Any one person) EXCluded Blanket Contractual Lleblllty X Host Liquor Lleblllty Included PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRD JECT X LOC PRODUCTS - COMPIOP AGO $2,000,000 OTHER: A AUTOMOBILE LIABILITY CA 7742129 All other States 06/01/201606/01 /2017 COMBINED SINGLE LIMIT Ea accident $5,000,000 BODILY INJURY( Per person) • X ANY AUTO CA 7742125 06/01/201606/01 /2017 • OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY MA CA 7742126 VA 06/01/2016 06/01/2017 BODILY INJURY(Pereccident) PROPERTY DAMAGE Per accident A X UMBRELLA LIAR X OCCUR BE19086930 06/01/2016 06/01/2017 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $10,000,000 DED I X RETENTION $10,000 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ EXCLUDED? (Mandatory In NH) (f yea,d.rlb NH) If OF OPERATIONS below NIA N/A WCO20681807 All other States WCO20681808 ME 06/01/2016 06/01/2016 06/01/2017 06/01/2017 I PER X STATUTE GTH- Eft E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT 1 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and /or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non - contributory where required. Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, waiver of sub rogat3 on is included where required. The Landlord, Landlords Ag Ent (s), Landlords Len de r(s), Ground Les so r(s), Ve ndo r(s), Clients and any other party as required by the signed contract, lease and /or agreement are listed as additional insured as their interests may appear and when applicable. CERTIFICATE HOLDER Evidence Evidence of Insurance for JPMorgan Chase & Co. Jet C, /7 .✓`- w 11 VIL &4a ZU� t, /j Cj SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE and subsidiary, affiliated and J( associated companies therof ,{� Q C_ - yrte�eetf'/7 7ZlrjDic 270 Park Avenue Q eYJ"cm ✓�aa New New York NY 10017 -2070 USA .N` ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD D .0 v 'O V L•' O 2 d u N U AGENCY CUSTOMER ID: 10243827 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY ACT Ri Sk services Northeast, Inc. NAMEDINSURED 7PMorgan Chase & Co. POLICY NUMBER see Certificate Number: 570062235566 CARRIER See Certificate Number: 570062235566 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD BURR WVD POLICY NUMBER POLICY EFFECTIVE DATE MM/OD/1'Y1'Y POLICY EXPIRATION DATE N[M/DD/YYYY LIMITS WORKERS COMPENSATION A N/A WCO20681809 CA 06/01/2016 06/01/2017 B N/A WC20681810 AZ IL N] NY TX 06/01/2016 06/01/2017 C N/A wc020681811 FL 06/01/2016 06/01/2017 B N/A WCO20681812 MA ND OH WA WI WY 06/01/2016 06/01/2017 B N/A WCO20681813 MN 06/01/2016 06/01/2017 /(' ACORD 101 2008101 i ©2008 ACORD CORPORATI hls The ACORD name and logo are registered marks of ACORD tu