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HomeMy WebLinkAboutJ.P. MORGAN CHASE BANK-2016INSURANCE ON FILE WORK MAY PROCEED A -2016 -366 UNTIL INS R NCE EXPIRES Banking Services Agreement CLERK OF COUNCIL ThiPA�anking Services Agreement (the "Agreement ") is made as of the 6th day of December, 2016 by and between JPMorgan Chase Bank, N.A. ( "BANKING SERVICES PROVIDER ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "CITY "). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: RECITALS A. The CITY desires to retain an official depository services (banking services) provider having special skill and knowledge in the field of banking services, banking technology, and related ancillary services to include but not be limited to: daily deposit processing, image cash letter (ICL) deposits, check clearing, wire services, automated clearing house (ACH) transactions, positive pay services, account reconciliation, direct deposit of accounts payables, account analysis services, client staff training, the latter, to the extent reasonably required for CITY to utilize the services provided. B. In undertaking the performance of this Agreement, BANKING SERVICES PROVIDER represents that it possesses the necessary licenses, capitalization, knowledge, qualifications, skills, personnel, and technology to provide such services. BANKING SERVICES PROVIDER warrants that any services performed by BANKING SERVICES PROVIDER under this Agreement will be performed in compliance with the standard of "ordinary care," as defined in the Uniform Commercial Code (California Commercial Code, Section 3103 (a)(7)). NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: CITY hereby retains BANKING SERVICES PROVIDER, and BANKING SERVICES PROVIDER hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that BANKING SERVICES PROVIDER accepts such assignment to perform those services, subject to those terms and conditions. I. Scope of Services BANKING SERVICES PROVIDER shall perform the following services as described in the CITY's Request for Proposal (RFP) No. 16- 111 ") and related addendums, as more particularly described in Section 3 -21 (the "RFP "), as clarified and /or modified by BANKING SERVICES PROVIDER'S proposal in response to such RFP, inclusive of all exhibits and attachments thereto and subsequent responses and clarifications" provided to the CITY, as more particularly described in Section 3 -21 (collectively, the "Proposal "): a. BANKING SERVICES PROVIDER will provide CITY with the services described in EXHIBIT A. and, if later elected by the CITY, EXHIBIT A -1 (subject to the notification requirements contained therein), each of which is attached hereto and incorporated by reference. BANKING SERVICES PROVIDER shall provide said services at the time, place, and in the manner specified in the RFP, as clarified and /or modified by the Proposal and, in the case of Services described in EXHIBIT A -1 ( "Optional Services "), as described in other agreements specifically related to such services and agreed to by the CITY. b. BANKING SERVICES PROVIDER shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Compensation a. Upon execution of this Agreement, CITY will pay BANKING SERVICES PROVIDER as outlined in EXHIBIT B, as applicable to the services selected, and /or EXHIBIT B -1, if Optional 1 Services are later selected by the CITY, each of such exhibits being incorporated and included herein. Payment by CITY shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, provided that proof of insurance coverage for the applicable timeframe has been provided or made available to the CITY, consistent with the requirements set forth in section 3 -9. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. The parties recognize and agree that earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER will be applied against fees otherwise payable by CITY and if the fees during any month exceed the earnings credit for CITY's balances during that month, the insufficiency will be carried over each succeeding month until such insufficiency plus subsequently incurred fees are paid in full, subject to settlement each six (6) months. BANKING SERVICES PROVIDER will provide to CITY an account analysis statement each month, depicting fees incurred and earnings credits earned for that month, and following each six month period, will prepare an invoice for fees incurred for the preceding six month period, and the earnings credits earned during that timeframe. If the aggregate earnings credits earned are insufficient to cover the aggregate of fees incurred during that timeframe, CITY shall pay the resulting deficiency to BANKING SERVICES PROVIDER within forty -five (45) days of its receipt of the semi - annual settlement invoice. b. Compensation directly payable by CITY to BANKING SERVICES PROVIDER, exclusive of earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER, shall not exceed $65,000 annually for the initial term of this Agreement. Any "not to exceed" amounts for any optional term shall be as agreed by the CITY and BANKING SERVICES PROVIDER. 3. General Provisions 3 -1. Term of the Agreement: Subject to the termination rights in Section 3 -2, the initial term for the provision of services for this Agreement shall be for a period of three (3) years (Initial Term) beginning January 1, 2017, with one two -year option to extend (Extension) exercisable in the sole discretion of the CITY, in a writing executed by the City Manager and the City Attorney so long as the pricing for the Extension remains the same as the Initial Term pricing or lower. Should the exercise of the Extension exceed the pricing of the Initial Term, such Extension shall be subject to City Council approval. The Extension, in any case, shall be subject to BANKING SERVICE PROVIDER's written concurrence to the same, which, among other provisions, may be conditioned upon adjustments in pricing. 3 -2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing ninety (90) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial ninety (90) days' notice. Notwithstanding the foregoing, either party may terminate the Agreement at any time and for any reason by providing thirty -days (30) written notice to the other party pursuant to Section 3 -5 of this Agreement; provided however, that if BANKING SERVICES PROVIDER has not breached the Agreement and has provided banking services identified in EXHIBIT A, and, if Optional Services are elected, EXHIBIT A -1, prior to the date of termination for which BANKING SERVICES PROVIDER has not been previously paid, BANKING SERVICES PROVIDER shall be entitled to payment as described in EXHIBIT(S) B and /or B -1, as applicable; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3 -3. Independent Contractor: It is understood that BANKING SERVICES PROVIDER and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that BANKING SERVICES PROVIDER may perform similar services for 2 others during the term of this Agreement and agrees that BANKING SERVICES PROVIDER representation of other government sector clients is not a conflict of interest. BANKING SERVICES PROVIDER shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and BANKING SERVICES PROVIDER hereby expressly waives any claim it may have to any such rights. 3 -4 Subcontractors: BANKING SERVICES PROVIDER shall have the right to hire subcontractors to provide the services described herein. BANKING SERVICES PROVIDER, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. BANKING SERVICES PROVIDER shall be solely responsible for and shall hold CITY harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman's compensation, withholding taxes or income taxes. For all purposes under this Agreement, inclusive of all attachments hereto, "subcontractor" and "subcontract" shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by BANKING SERVICES PROVIDER to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by BANKING SERVICES PROVIDER, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist BANKING SERVICES PROVIDER in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. BANKING SERVICES PROVIDER will obtain prior consent to its use of any "subcontractors" in the performance of services, if and to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from CITY or any other party to its engagement of Third Party Service Providers. 3 -5. Notice: Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first class mail, or by express mail courier (i.e. FedEx, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth below. All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent overnight delivery. IF TO CITY: City of Santa Ana Finance & Management Services Attn: Francisco Gutierrez Director of Finance 20 Civic Center Plaza (M -17) Santa Ana, CA 92701 Phone: (714) 647 -6960 Facsimile: (714) 647 -5414 IF TO BANKING SERVICES PROVIDER: JPMorgan Chase Bank, N.A. Kerwin Deese, Vice President 3 Park Plaza, Floor 09 Irvine, CA 92614 Phone: (949) 833 -4061 Email: kerwln.p.deeseQjpmorgan.com Representative or designees: BANKING SERVICES PROVIDER Primary Representative /Project Manager shall be: '41 Kerwin Deese, Vice President JPMORGAN CHASE BANK, N.A. 3 Park Plaza, Floor 09 Irvine, CA 92614 Phone: (949) 833 -4061 Email: kerwin.o.deesena iomorgan.com For the convenience of the CITY, a short list of helpful contacts is attached and incorporated herein as EXHIBIT C. Representative or designees: City of Santa Ana's Primary Representative /Project Manager shall be: Willard Holt Treasury and Customer Services Manager 20 Civic Center Plaza, Room 1105 Santa Ana, CA 92701 Phone: (714) 647 -5456 Email: wholt@santa- ana.orc 3 -6. Coordination Of Work: The Contract Officer shall be the person designated herein by CITY as Primary Representative /Project Manager. It shall be the BANKING SERVICE PROVIDER's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the CITY required hereunder to carry out the terms of this Agreement. 3 -7. Indemnity: BANKING SERVICES PROVIDER shall indemnify, defend, and hold harmless the CITY, its officers, agents, and employees, from and against any and all claims, liabilities, and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to extent caused by BANKING SERVICES PROVIDER'S negligent or unlawful performance of its obligations under or breach of the terms of this Agreement. For purposes of this Section 3 -7 "performance" includes action or inaction of BANKING SERVICES PROVIDER and /or officers, employees, agents and subcontractors. 3 -8. Limitation of Liability: In no event shall BANKING SERVICES PROVIDER, its employees, contractors, directors, affiliates and /or agents be liable for any special, incidental, p u n i t i v e, or consequential damages, such as, but not limited to, delay, lost data, disruption, and loss of anticipated profits or revenue arising from or related to the services, whether liability is asserted in contract or tort, and whether or not BANKING SERVICES PROVIDER has been advised of the possibility of any such loss or damage. In addition, BANKING SERVICES PROVIDER's total liability hereunder, including reasonable attorneys' fees and costs, shall in no event exceed an amount equal to the fees described in EXHIBIT B and /or B -1, as applicable. The foregoing sets forth the CITY's exclusive remedy for claims arising from or out of this Agreement. The provisions of this section allocate the risks between BANKING SERVICES PROVIDER and the CITY and BANKING SERVICES PROVIDER's pricing reflects the allocation of risk and limitation of liability specified herein. 3 -9. Insurance: BANKING SERVICES PROVIDER shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers' compensation insurance; employer's liability and commercial general liability insurance (CGL); comprehensive automobile liability insurance; banker's professional liability and 4 fidelity insurance. The insurance certificate shall list the City, its agents, officers, servants and employees as additional insureds under the CGL policy with respect to the operations and work performed by the named insured as required by written contract. The General Liability policy is Primary & Non- Contributory. Waiver of Subrogation applies under the General Liability and Workers' Compensation policies. The CGL insurance minimum coverage shall be at least $1,000,000 per incident, claim or occurrence and $2,000,000 aggregate. The Automobile Liability insurance minimum coverage shall be at least $1,000,000 covering all owned, non - owned, and hired vehicles. The certificate shall provide that should there be a cancellation, termination, or non - renewal of the insurance coverage, notice will be delivered in accordance with the policy provisions. BANKING SERVICES PROVIDER's certificate shall confirm Additional Insured status of the CITY, its officers, employees, and agents. 3 -10. Equal Opportunity to Draft: The parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives and assigns. BANKING SERVICES PROVIDER shall not assign this Agreement, or delegate its duties or obligations under this Agreement, without the prior written consent of CITY, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, BANKING SERVICES PROVIDER may assign this Agreement, in whole or in part, without the consent of CITY to any corporation or entity into which or with which BANKING SERVICES PROVIDER has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of BANKING SERVICES PROVIDER; or any corporation or entity which acquires all or substantially all of the assets of BANKING SERVICES PROVIDER, or of any particular business to which this Agreement relates. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. 3 -12. Delivery of Data: BANKING SERVICES PROVIDER shall provide data relative to City's accounts with and services provided to CITY by BANKING SERVICES PROVIDER under this Agreement to City and, upon termination of this Agreement to CITY's successor banking services provider as is necessary to successfully migrate such services to a successor provider. BANKING SERVICES PROVIDER shall be entitled to retain all data and transactional records relating to CITY's accounts in accordance with BANKING SERVICES PROVIDER's standard retention period for such records. BANKING SERVICES PROVIDER's entitlement to retain records under this Section shall survive the termination of this Agreement. 3 -13. Intellectual Property Rights: The entire right, title and interest in and to BANKING SERVICES PROVIDER'S database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created in the course of this Agreement (collectively, the "Work Product ") shall vest exclusively in BANKING SERVICES PROVIDER or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to BANKING SERVICES PROVIDER be deemed included within the Work Product subject to the provisions of Section 3 -12 above. 3 -14. Discrimination: BANKING SERVICES PROVIDER shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. BANKING SERVICES PROVIDER affirms that it is an equal opportunity employer and shall comply with all applicable federal and state laws and regulations binding upon it in the performance of services hereunder. 3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of 5 California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, except to the extent pre-empted by federal law, in which event, the latter shall govern. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3-16. Professional Licenses: BANKING SERVICES PROVIDER shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, a n d the State of California. BANKING SERVICES PROVIDER shall notify the CITY promptly and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 3-17. Public Release and Statements: Neither party or its representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities under this Agreement without the prior written approval of the other party. Neither party shall make any public release or statement concerning the subject matter of this Agreement without the express written consent and approval of the other party. No party or its agent will use the name, mark or logo of the other party in any advertisement or printed solicitation without first having prior written approval of the other party. The parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or written advertisement, endorsement or other marketing materials referencing or relating to the other party without that party's prior written approval. In addition, the parties agree that their contracts with all subcontractors will include appropriate provisions to ensure compliance with the restrictions of this Section. 3-18. Confidentiality: If BANKING SERVICES PROVIDER receives from the City information which, due to the nature of such information is reasonably understood to be confidential and/or proprietary, BANKING SERVICES PROVIDER agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the BANKING SERVICES PROVIDER disclosed in a publicly available source; (c) is in rightful possession of the BANKING SERVICES PROVIDER without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the BANKING SERVICES PROVIDER without reference to information disclosed by the City. 3-19. Force Maieure: BANKING SERVICES PROVIDER shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, weather, fire, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications. 3-20, Litigation Fees: If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including reasonable attorneys fees, to the prevailing party. In awarding attorneys fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid or incurred in good faith. 3-21. Entire Agreement: This executed Banking Services Agreement, inclusive of all exhibits attached hereto ("Agreement in Chief") and the following documents, which are incorporated herein 0 (collectively, with the Agreement in Chief, "Contract Documents ") constitutes the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained herein. In addition to the Agreement in Chief, the Contract Documents are comprised of: • The RFP • The Proposal In the event of any inconsistencies between the Contract Documents, the order of precedence shall be as described in Section 3 -26 subsection (f), below. Said Agreement shall not be amended, altered, or changed, except by a written amendment signed by both parties. 3 -22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request optional services of BANKING SERVICES PROVIDER at mutually agreed upon scope and fees. Change Order No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and /or the time to perform this Agreement, which said adjustments are subject to the written approval of the CONSULTANT. 3 -23. Invalidity: If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3 -24. Implementation: Implementation of services should begin as soon as possible from the effective date for the performance of services under the terms of this Agreement. 3 -25. Counterpart Signature and Delivery: This Agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. 3 -26. Miscellaneous Provisions: a. BANKING SERVICES PROVIDER shall perform all services with the necessary knowledge and skills required to perform the tasks. BANKING SERVICES PROVIDER or personnel of BANKING SERVICES PROVIDER engaged in the performance of such services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for any purpose whatsoever. b. CITY agrees that its employees will cooperate with and assist representatives of BANKING SERVICES PROVIDER in every reasonable way to enable BANKING SERVICES PROVIDER to secure all information and data required to perform the services herein provided for. BANKING SERVICES PROVIDER shall have no liability for defects in the services attributable to BANKING SERVICES PROVIDER' reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by CITY or third parties retained by CITY. c. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement. BANKING SERVICES PROVIDERS shall, subject to the limitations set forth in Section 3 -8, indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the VA signatory as of the date of execution of this Agreement in Chief by its representative. d. BANKING SERVICES PROVIDER agrees any alterations, variations, modifications, or waivers of the provisions of the Agreement, shall be valid only when reduced to writing, executed and attached to the original Agreement and approved by the required persons. e. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. In the event of any conflict between the provisions of this Agreement in Chief and any other Contract Document, the order of precedence shall be as follows with each listed document superseding the inconsistent provisions in each of the documents listed below it: 1. Agreement in Chief (inclusive of EXHIBITS A, A -1, B, B -1) 2. The exceptions, modifications, and clarifications to the RFP contained in the Proposal (the "Exceptions ") 3. The Request for Proposal (RFP) No. 16 -111, dated September 1, 2016, and Addendum #1, dated September 20, 2016, (collectively, the "RFP ") — attached hereto as EXHIBIT D and incorporated herein by reference. 4. BANKING SERVICES PROVIDER'S Proposal in response to CITY'S RFP, inclusive of all exhibits and attachments thereto and "J.P. Morgan's Response to Clarification Questions for the City of Santa Ana RFP No. 16 -111 Banking Services" provided to the CITY on or about November 3, 2016 together with the Potential Price Reductions to J.P. Morgan's Pricing Proposal letter and Revised Cost BID Form Attachment 6A -6B provided to the CITY on or about November 18, 2016 (collectively, the "Proposal ") - attached hereto as EXHIBIT E and incorporated herein by reference. 5. The Global Account Terms and, to the extent applicable to the services provided under this Agreement, the Consolidated Service Terms, referenced within the Proposal (collectively "Account and Service Terms ") — attached hereto as EXHIBIT F and incorporated herein by reference. (Signatures on following page} IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HU €ZAR Clerk of the Council SONIA R. CARVALHO City Attorney By: �& t-' . Lisa Storok Assistant City Attorney Francisco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS� City Manager y • L0 a�ei� /II Deese e, President Tax �ID #of Bank Services Provider: .L.5- _ 11 45-0 EXHIBIT A SCOPE OF SERVICES • Demand Deposit Accounts and Cash Concentration (ZBA) Services • Depository and Currency Services including Vault/Branch deposits and Cash Orders • Image Cash Letter • ACH Receiver Services (eLockbox) • J.P. Morgan ACCESS (Information Reporting) • ACH Disbursements (Portal and Direct Transmission) and Receipts • Account Transfers, Wire Transfers and Receipts • Positive Pay Services & ACH Debit Block Each of the above services shall be performed as described in the RFP, subject to Exceptions and descriptions contained within the Proposal. EXHIBIT A -1 SCOPE OF OPTIONAL SERVICES CITY may elect the following optional services and shall provide Banking Services Provider no less than 90 days advance notice of its intention to authorize such services. Additional product specific agreements may be required for these services to be implemented. • Commercial Card • Smart Safe with Advanced Credit Each of the above services shall be performed as described in the Proposal and subject to additional agreements to be entered into between the City and the Banking Services Provider. EXHIBIT B Pricing for the Selected Services J.P. Morgan City of Santa Ana - Revised Comprehensive Fee Sheet 11 -18 -16 Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price ACCOUNT SERVICES 250102 $0.0000 ACCOUNT MAINTENANCE 010000 $3.5000 ACCT MAINT - INT ADJ BAL 010010 $150.0000 STATEMENT CYCLES 010307 $2.5000 ACCOUNT STATEMENT - PAPER 010310 $10.0000 STATEMENT CYCLES - ENHANCED 010307 $3.7500 ACCT MAINT - LIQ MGMT 010010 $100.0000 DDA IMAGE STATEMENTS 010320 $0.0000 STATEMENT PHOTOCOPY 010320 $25.0000 AUDIT CONFIRMATIONS 010630 $0.0000 ARP PAID ITEM RETURN CREDIT 010101 $0.0000 ONLINE AUDIT CONFIRMATIONS 010630 $0.0000 CHECK IMAGE REQUEST 151352 $10.0000 CHECK IMAGES RETRIEVED 151352 $0.0500 OD NETTING MONTHLY MAINT FEE 600410 $50.0000 OVERDRAFT NSF ITEM RETURNED 150340 $38.0000 OVERDRAFT NSF ITEM PAID 150341 $38.0000 POST NO CHECKS MAINTENANCE 1500ZZ $3.0000 CASH CONCENTRATION MAINTMASTER 010020 $2.0000 CASH CONCENTRATION MAINT SUB 010021 $2.0000 CREDIT POSTED - ELECTRONIC 010101 $0.1500 DEBIT POSTED - ELECTRONIC 010100 $0.1500 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 250000 $12.0000 TRANS REVIEW FILTER EXCEPTION 250102 $0.0000 TRANS REVIEW REJECT - MANUAL 250302 $5.0000 PAYSOURCE ORIGINATED ITEM 250102 $0.1300 ACH MAINTENANCE 250000 $10.0000 CREDIT ORIGINATED 250101 $0.1300 DEBIT ORIGINATED 250100 $0.1300 DELETION /REVERSAL - MANUAL 250620 $30.0000 CREDIT RECEIVED 250201 $0.0000 DEBIT RECEIVED 250200 $0.0000 RETURN ITEM 250302 $4.0000 Page 1 NOTIFICATION OF CHANGE 251070 $4.0000 RETURN NOTIFICATION - ONLINE 250400 $1.0000 NOTIF OF CHANGE - ONLINE 250400 $0.0000 ELOCKBOX FILE PROCESSING 259925 $6.0000 CREDIT ORIGINATED - JPM ACCESS 250101 $0.0300 DEBIT ORIGINATED - JPM ACCESS 250100 $0.0300 JPM ACCESS ACH MAINTENANCE 250000 $10.0000 ELOCKBOXC RETURN - ELECTRONIC 250302 $2.5000 ELOCKBOX NOC - ELECTRONIC 251070 $2.5000 DELETION /REVERSAL - ELEC 250620 $5.0000 ACH BATCH /FILE PROCESSED 250501 $15.0000 ADDENDA RECORD ORIGINATED 250120 $0.0300 NOTIF OF CHANGE - EMAIL 251070 $1.5000 RETURN NOTIFICATION - EMAIL 250400 $1.5000 NOTIF OF CHANGE - FAX 251071 $5.0000 RETURN NOTIFICATION - FAX 250401 $5.0000 ELOCKBOX IMPLEMENATION 251000 $1,000.0000 DEBIT BLOCK MAINTENANCE 251050 $3.0000 ACH ADA AUTHORIZED ID 251051 $0.2000 ELOCKBOX MAINTENANCE 050300 $25.0000 ELOCKBOX TRANSACTION RECEIVED 050300 $0.0400 ELOCKBOX TRANSACTION REFORMAT 050311 $0.0200 ELOCKBOX RETURN - MANUAL 050530 $12.0000 ELOCKBOX ADDENDA RECEIVED 250220 $0.0200 ELOCKBOX TRN REPAIR MAINT 999999 $95.0000 ELOCKBOX TRN REPAIR ITEM EDIT 999999 $0.5000 ACH ORIGINATED SAME DAY CREDIT 250101 $0.5000 ACH ORIGINATED SAMY DAY DEBIT 250101 $0.5000 ACCESS ACH CREDIT - SAME DAY 250101 $0.7500 TRANSACTION SUMMARY REPORT 250702 $10.0000 UPIC (ACH) PER ITEM CHARGE 050300 $0.2500 UPIC (ACH) MONTHLY MAINTENANCE 050030 $28.0000 BRANCH CENTER SERVICES BRANCH CREDITS POSTED 100000 $0.7500 BRANCH DEPOSIT - IMMEDIATE VERIF 100000 $0.0030 BRANCH DEPOSIT - BAGGED COIN 100012 $7.5000 BRANCH ORDER - COIN ROLL 100044 $0.1000 BRANCH ORDER CURRENCY STRAP 10004A $0.2500 BRANCH DEPOSIT IN NON STD BAG 100099 $2.0000 BRANCH DEPOSIT - POST VERIF 100007 $0.0018 BRANCH DEPOSIT ADJUSTMENT 100500 $0.0000 BRANCH ORDER PROCESSED 100040 $2.0000 DEPOSITORY SERVICES CREDITS POSTED 010101 $0.4709 CHECKS DEPOSITED - ON US 100220 $0.0400 CHECKS DEPOSITED - TRANSIT 100224 $0.0600 IMAGE GROUP ONE 100214 $0.0300 ON US STANDARD 100210 $0.0300 IRD PERIOD ONE 100214 $0.5000 FILE TRANSMISSION REC. - VPN 100210 $150.0000 IMAGE GROUP TWO 100214 $0.0300 IMAGE GROUP TWO - TIER 2 100214 $0.0300 Page 2 DEPOSIT CORRECTION 100230 $7.5000 ON US PREMIUM 100210 $0.0400 IMAGE GROUP ONE - PERIOD TWO 100214 $0.0300 ICL DEPOSIT STANDARD 100200 $0.3000 IMAGE QUALITY SUSPECTS 999999 $0.2500 NON - CONFORMING IMAGE ITEMS 999999 $2.0000 ICL DEPOSIT EARLY 100200 $0.3000 RETURN ITEM 100400 $4.0000 RETURN MULTIPLE LOCATIONS 100430 $0.6000 RETURN ALTERNATE ADDRESS 100401 $2.0000 RETURN FAX COPY 100415 $2.0000 RETURN DETAIL REPORTING 100411 $0.3000 RETURN ITEM REDEPOSIT 100402 $8.0000 RETURN - EMAIL NOTIFICATION 100419 $1.0000 DISBURSEMENT SERVICES CHECK PHOTOCOPY RETRIEVAL 010610 $20.0000 CHECK CASHING NON -ACCT HOLDER 150501 $0.0000 CHECK / DEBIT POSTED 010100 $0.0300 PAPER CHECK RETURN 159999 $0.1500 STOP PAYMENT - MANUAL 150420 $35.0000 STOP PAYMENT- ONLINE 150410 $20.0000 OFFICIAL CHECKS 150511 $10.0000 STOP PAYMENT AUTOMATIC RENEWAL 150412 $2.0000 DELUXE 3RD PARTY PRINT SVCS 150810 PASS- THROUGH IMAGE TRANSMISSION PER ITEM 151351 $0.0300 IMAGE TRANSMISSION PER TRANS 151354 $100.0000 IMAGE STORAGE PER ITEM 151351 $0.0200 PAYABLES WEB SERVICE CHECK INQUIRY MAINTENANCE 151710 $0.0000 PWS RECON REPORT /STMT MAINT 200306 $0.0000 PWS IMAGING MAINTENANCE 151350 $0.0000 PWS EXCEPTION NOTIF -ACCT 150030 $0.0000 PWS RPP EXCEPT REVIEW MAINT 150031 $30.0000 PWS EXTENDED REPORT RETRIEVAL 999999 $0.0000 PWS REVERSE POSPAY EXCEPTIONS 999999 $0.0000 STOP PAYMENT - ELECTRONIC 150410 $2.0000 DATA DOWNLOAD 200306 $0.0000 IMAGE RETRIEVAL PER RETRIEVE 151352 $3.0000 PWS IMAGE RETRIEVAL >91 DAY 151352 $5.0000 CONTROLLED DISB ACCT MAINT 150000 $150.0000 CONTROLLED DISB CHECK POSTED 150110 $0.2500 CONTROLLED DISB FUNDING 010112 $0.4000 CHECK PRINT MAINTENANCE 150040 $50.0000 1 -1,000 - $0.5000 CHECK PRINT PER ITEM 151810 1,000 + - $0.3500 CHECK PRINTING NON JPM 151810 $1.0000 CHECK PRINTING STMT PRINT 151830 $1.0000 CHECK PRINTING ADDL PAGE 151830 $0.2000 PRINT OUTSOURCING ADVICE PRINT 151870 $1.0000 PWS CHECK PRINT CASHIER'S CHECK 151810 $4.0000 PWS CHECK PRINT DIRECT ENTRY 151810 $2.0000 CHECK PRINT ONLINE MAINT 150040 $75.0000 TS PRNT OUTSRCING SETUP 151880 $5,000.0000 Page 3 CHECK PRINT MANUAL PULL 151820 $35.0000 CHECK PRINT REGISTER FILE 151800 $10.0000 CHECK PRINT INSERT 151870 $0.0100 CHECK PRINT INPUT FILE 151800 $10.0000 CHECK PRINT FILE UPLOAD 151800 $10.0000 CHECK PRINT POSTAGE 151850 $0.4011 CHECK PRINT FOREIGN POSTAGE 151850 $0.8670 PRINT OUTSOURCING ENVELOPES 151870 $0.1300 PRINT OUTSOURCING SHIPPING BOX 151870 $2.3500 FUNDS TRANSFER SERVICES FW SURCHARGE POST 5PM RECEIPT 350599 $0.2600 FW SURCHARGE $10 MILLION + D/C 350599 $0.1400 ELECTRONIC BOOK DEBIT S/T 350124 $2.0000 ELECTRONIC FED DEBIT S/T 350100 $6.5000 ELECTRONIC FED DEBIT REPAIR 350102 $14.5000 ELECTRONIC CHIP DEBIT S/T 350110 $12.0000 BANK INITIATED FED DEBIT 350220 $200.0000 BANK INITIATED ACCOUNT DEBIT TRANSFER 350220 $200.0000 REPETITIVE INSTRUCTION STORAGE 350551 $0.0000 FED TRANSFER FEE 350599 $0.0000 CHIPS MESSAGE FEE 350599 $0.0000 BOOK CREDIT 350320 $3.0000 FED CREDIT S/T 350300 $7.0000 FED CREDIT REPAIR 350330 $14.5000 CHIPS CREDIT S/T 350300 $12.0000 MAIL DEBIT ADVICE 350412 $5.0000 MAIL CREDIT ADVICE 350412 $5.0000 DRAWDOWN FED DEBIT 350521 $16.2500 AUTOMATED PHONE INQUIRY 350560 $0.0000 INVESTIGATION ADVICE - ALL 350402 $0.0000 INV TRANSACTION - NOT CHARGED 359999 $0.0000 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 609999 $5.0000 FOREIGN CHECK DEPOSIT (GROUP 1) 609999 $15.0000 FOREIGN CHECK DEPOSIT (GROUP 2) 609999 $15.0000 FOREIGN CHECK RETURN (CAD) 609999 $25.0000 FOREIGN CHECK COLLECTION RETURN 609999 $20.0000 JPMORGAN ACCESS MONTHLY SERVICE 400610 $40.0000 ACCOUNT MAINTENANCE 40044Z $15.0000 TRANS REPORTED - 45 DAY 40066Z $0.0500 EXTENDED TRANSACTION DETAIL 40066Z $0.0000 ACCESS ACCOUNT TRANSFER MAINT 400699 $0.0000 ACCT TRANSFER MAINT 400699 $2.2500 JPMORGAN ACCESS MOBILE FREE RECONCILIATION SERVICES FULL RECONCILIATION - PER ITEM 200110 $0.0300 FULL RECONCILIATION - MAINT 200010 $20.0000 PARTIAL RECONCILIATION - MAINT 200020 $10.0000 PARTIAL RECONCILIATION - PER ITEM 200120 $0.0150 Page 4 PAYEE NAME VERIFICATION 150122 $0.0300 POSITIVE PAY MAINTENANCE 150030 $0.0000 EXCEPTION ITEM 150300 $2.0000 PP NON RECON MAINTENANCE 150030 $8.0000 ISSUE INPUT WITHOUT RECON 200201 $1.0000 POS PAY WITHOUT RECON ITEMS 150120 $0.0000 ISSUE INPUT FILE WITH RECON 200201 $3.0000 CHECK EXCEPTION RETURN 150320 $5.0000 OUTPUT FILE 200301 $0.0000 EXCESSIVE ARP REJECTS 200210 $0.1500 DATA ENTRY - MANUAL 200210 $2.0000 ARP CUSTOM REPORT 200324 $0.0000 CD ROM 151353 $10.0000 CD ROM MAINTENANCE 151353 $0.0000 DEPOSIT RECON MAINTENANCE 100600 $60.0000 DEPOSIT RECON ITEMS 100610 $0.1000 ARP SHIPPING PREP FEE 1512ZZ $25.0000 IMAGE CAPTURE PER ITEM 151351 $0.0500 CORPORATE QUICK PAY CORPORATE QUICK PAY PROGRAM MAINTENANCE 250000 $150.0000 CORPORATE QUICK PAY PAYMENTS $0.2000 DECLINED /EXPIRED 250101 CORPORATE QUICK PAY PAYMENTS ACCEPTED 250101 $0.7500 VAULT SERVICES VAULT DEPOSIT 100100 $0.5500 VAULT DEPOSIT PER $1,000 100112 $1.0000 VAULT DEPOSIT RECEIPT MAILERS 100154 $0.7500 VAULT EMAIL NOTIFICATION 100154 $0.5000 VAULT DEPOSIT ROLLED COIN 100110 $0.2000 VAULT ORDER COIN ROLLS 100144 $0.1200 VAULT ORDER - COIN ROLL BOX 100115 $0.0800 VAULT DEPOSIT STD STRAP - NOTE 100115 $0.0040 VAULT DEPOSIT NON STD STRAP - NOTE 100114 $0.0100 VAULT DEPOSIT IN NON STD BAG 100199 $1.0000 VAULT STANDARD ORDERS 100141 $2.0000 VAULT ORDER CURRENCY STD STRAP 10014A $0.2500 VAULT EXPEDITED SPECIAL ORDERS 100143 $25.0000 VAULT ORDER CURR NON STD STRAP 100148 $0.2500 VAULT DEP PARTIAL OR MIXED BAG 100111 $3.0000 VAULT DEPOSIT STD COIN BAG 100113 $1.0000 VAULT ENVELOPE DEPOSIT VERIF 100104 $1.0000 VAULT ACTIVITY REPORT FAXED 100199 $25.0000 VAULT ORDER SUPPLIES 1008ZZ PASSTHROUGH VAULT DEPOSIT ADJUSTMENT 100501 $5.0000 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 $5.0000 WEB CUR SVCS - DEPOSIT DETAILS 100199 $1.0000 WEB CUR SVCS - VAULT TREND REPORT 100199 $2.0000 BANKING SERVICES SUPPLIES PASSTHROUGH SCANNABLE LOCKBOX (SNLB) SNLB SCANNABLE ITEM 050101 $0.3000 SNLB OCR DOCUMENT 050122 $0.0200 Page 5 SNLB SORT MANUAL 050113 $0.2000 SNLB BALANCING 05011P $0.1000 SNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 WHOLESALE LOCKBOX (WNLB) LOCKBOX - MAINT 050001 $150.0000 WNLB ADDITIONAL DAILY DEPOSIT 050302 $25.0000 WEEKEND PROCESSING 050136 $50.0000 WHOLESALE ITEM 050100 $0.5000 UNPROCESSABLE ITEM 050530 $0.3000 NO CHECK ITEM 05011M $0.4000 CHECK CLEARING 100212 $0.1100 INCOMING COURIER PACKAGE 05011P $25.0000 CASH PROCESSING 05013B $10.0000 WNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 CHECK MICR CAPTURE 050121 $0.0250 DATA CAPTURE 050126 $0.0120 PAPER DELIVERY PREP 05011 L $0.3200 OUTGOING PACKAGE PREP 05041Z $25.0000 POSTAGE 050410 $0.4010 DOCUMENT IMAGE CAPTURE 05011R $0.1500 CUSTOMIZED PROGRAMMING FEE PER HOUR( /f 059999 $150.0000 applicable) 050137 $0.0200 WNLB SPECIAL PROCESSING MAINT 05011 P $100.0000 GROUPS /SORTS- SIMPLE 050112 $0.1000 WNLB GROUPS /SORTS - COMPLEX 050113 $0.2000 WNLB BALANCING 05011P $0.1500 SPECIAL HANDLING OTHER 05011P $0.3500 FOREIGN ITEMS SENT FOR COLL 050105 $10.0000 DEPOSIT PREPARATION 050301 $2.0000 LOCKBOX IMPLEMENTATION FEE $4,400.0000 RECEIVABLES EDGE IMAGE ARCHIVE & SERVICE CLOSED LBX IMAGE VIEWING 050005 $20.0000 DOCUMENT IMAGE CAPTURE 05011R $0.1500 SNLB OCR DOC IMAGE CAPTURE 05011 R $0.0800 SPECIAL IMAGE HANDLING 05011R $0.2000 VIRTUAL MONTHLY MAINT 101300 $100.0000 VIRTUAL REMIT ITEM 101320 $0.5000 VIRTUAL REJECT (AUTO) 050530 $0.1500 VIRTUAL REJECT (MANUAL) 050530 $1.0000 REC EDGE MAINT- CHK/DOC 050005 $150.0000 EXTENDED IMAGE STORAGE 050428 $0.0050 LONG TERM STORAGE - CHECK 050620 $0.0300 LONG TERM STORAGE - B &W DOC 050620 $0.0600 WNLB ALERTS 011021 $0.0000 REMITTER MGMT MAINT 059999 $25.0000 WNLB MICR ENHANCEMENT 050121 $0.0500 REC EDGE ADD'L REPORT 05031Z $25.0000 CLIENT SUPPLEMENTAL DATA ENTRY 059999 $0.0500 REMITTER RECORD STORG 059999 $0.0200 WNLB RETURN ITEM MAINTENANCE 100416 $25.0000 VIRTUAL REMIT OCR ITEM 101320 $0.3500 WNLB INBOUND TRANS MAINT 050400 $100.0000 Page 6 ONLINE DECISION MGR MAINT RECEIVABLES PRESENTMENT MAINT LONG TERM STORAGE NON -IMG PYMT DATA TRANS MAINTENANCE DATA TRANSMISSION ITEM IMAGE TRANSMISSION MAINTENANCE IMAGE TRANSMISSION PAGE Page 7 050006 $150.0000 409999 $60.0000 050620 $0.0300 050400 $100.0000 050401 $0.0300 050420 $100.0000 050420 $0.0300 EXHIBIT B -1 Pricing for Optional Services Smart Safe Services SMART SAFE MAINTENANCE SMART SAFE ADVANCE CREDIT Commercial Card Services 100199 $30.0000 100199 $2.2500 As negotiated between the parties following City's notification to Banking Services Provider of its interest in receiving such services from Banking Services Provider. EXHIBIT C Contact Information for Relationship Team Members and Other Useful Contacts for BANKING SERVICES PROVIDER Contact List Name Phone E-mail Number Relationship Manager & Government Kerwin Deese 949 - 833 -4061 kerwin.p.deeser?a ipmorgan.com Banker Executive Director & Government George Hausler 213 -621 -8174 george.v.hauslerC�ipmorgan.com Industry Executive Treasury Management Jason Johnson 949 - 833 -6637 iason.11.iohnsonaipmorgan.com Officer Treasury Sales Analyst Sigi Portillo 949 - 833 -4687 sigi.a.portillo(au)ipmorgan.com Client Service Professional Marilyn Hardney 602- 221 -1036 marilvn .k. hard nev(aipmorgan.com Alternate Client Service Contact Claudia Vickers 602- 221 -1209 claudia.vickers(aMpmorgan.com Access Online Technical 800 - 888 -8053 Solutions Group Commercial Banking Service 866- 954 -3718 Center EXHIBIT D rrOMO= City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division REQUEST FOR PROPOSALS RFP # 16 -111 Banking Services Issued: September 1, 2016 Due Date: October 14, 2016, 5:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 16 -111 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods, Buyer Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Minerva H. Mancha, Treasury Services Supervisor Rosie Perez, Treasury Services Specialist City of Santa Ana — Banking Services Page i TABLE OF CONTENTS SECTION I. INTRODUCTION [JT A. Purpose ................................................................. ............................... 1 B. Deadline ................................................................ ............................... 1 C. Background ............................................................ ............................... 1 11. SELECTION PROCESS A. Selection Process .................................................... ............................... 2 B. Evaluation Criteria ................................................... ............................... 2 1. Bank Qualifications ........................................ ............................... 3 2. Experience ................................................... ............................... 3 3. Client References .......................................... ............................... 4 4. Proposed Scope of Services and Time of Performance ....................... 4 5. Cost of Providing Services .............................. ............................... 4 C. Selection Schedule ........................................... ............................... 4 111. SCOPE OF SERVICES A. Collateralization ............................................ ............................... 5 B. Exemption .................................................... ............................... 5 C. Interest Earnings ........................................... ............................... 5 D. Deposit Activity ........................................... .............................. — 5 E. State Deposits .............................................. ............................... 6 F. Cash Management ......................................... ............................... 7 G. Full Account Reconciliation .............................. ............................... 7 H. Electronic Reporting ....................................... ............................... 8 I. Positive Pay .................................................. ............................... 8 J. Disbursements, Wires and Money Transfer Services .......................... 8 K. Electronic Payment / Deposits Services ........... ............................... 10 1. ACH Disbursements ............................ ............................... 10 2. Direct Deposit of Payroll ...................... ............................... 11 3. Electronic Payroll Tax Payments ........... ............................... 11 L. Information Reporting Services ...................... ............................... 12 M. Web -based Applications ................................ ............................... 12 N. Implementation and Training Services ............ ............................... 12 0. Audit Requirements ...................................... ............................... 13 City of Santa Ana — Banking Services Page ii P. Service Management .................................... ............................... 13 Q. Disaster Recovery ........................................ ............................... 13 R. Bank Liability ............................................... ............................... 13 S. Miscellaneous Questions ................................ ............................... 14 T. Desired Related Services Not Part of this RFP 1. Armored Car Services ......................... ............................... 14 2. Custodial Services .............................. ............................... 15 3. Merchant Card Services ...................... ............................... 15 4. Corporate / Purchase Credit Cards ........ ............................... 16 U. Additional and Other Services ........................ ............................... 16 IV. TIME OF PERFORMANCE .................................. ............................... 16 V. COST OF PROVIDING SERVICES ( Fees) ........... ............................... 17 VI. PROPOSAL FORMAT — DATA REQUIRED A. Letter of Transmittal ..................................... ............................... 18 B. Table of Contents ......................................... ............................... 18 C. Financial Banking Institution Profile ................ ............................... 19 i. Bank Overview ii. Relationship Management D. Allocation of Resources E. Bank Compensation (Fees) ............................ ............................... 19 F. Scope of Work and Time of Performance ......... ............................... 20 G. Client References ......................................... ............................... 20 H. Certification of Proposals ............................... ............................... 20 VII. COST /BID PROPOSAL FORM .............................. .............................20 VIII. CERTIFICATION OF PROPOSAL ......................... .............................20 IX. PROPOSAL SUBMITTAL REQUIREMENTS ........... .............................20 X. INSURANCE REQUIREMENTS ............................. .............................21 XI. ADDENDA AND SUPPLEMENTS TO REQUEST FOR PROPOSAL .......... 21 XII. MISCELLANEOUS ............................................... .............................22 ATTACHMENTS Attachment 1 ...... PROPOSER'S COVER SHEET ............... .............................23 Attachment 2 ...... PROPOSER'S SIGNATURE SHEET ........ .............................24 City of Santa Ana — Banking Services Page iii Attachment 3 ...... COMPANY INFORMATION .................. .............................25 39 Attachment 4 ...... SUMMARY SHEET ................... .. ............ .......................... 26 Attachment 5 ...... CLIENT REFERENCE FORM ............... ............................... 27 Attachment 6 ......COST /BID PROPOSAL FORM ............... .............................28 Attachment 6A .... CITY OF SANTA ANA BANK ANALYSIS STATISTICS ............. 30 Attachment 6B .... CITY OF SANTA ANA BANK ANALYSIS STATISTICS ............. 31 Attachment 7 ...... PROPOSER'S CERTIFICATION FORM .. ............................... 32 Attachment 8 ...... PROPOSAL SCHEDULE and PROCEDURE ........................... 33 ........ Modifications to the RFP ................... ............................... 34 ........ Cost of Preparation of Offering ......... ............................... 34 ........ Confidentiality of Documents ............ ............................... 34 ........ Notification of Withdrawal of Proposal ............................... 34 ........ Contractual Obligations ................... ............................... 35 ........ Errors and Omissions ...................... ............................... 37 ........ Rights to Pertinent Materials ............ ............................... 37 ........ News Releases / Publications ............ ............................... 37 ........ Right to Reject Offerings .................. ............................... 37 ........ Protests ......................................... ............................... 38 Attachment 9 ...... PROPOSAL EVALUATIONS ................ ............................... 39 Attachment 10 ........ PROPOSAL RATING FORM ................ ............................... 41 Attachment 11 ........ DATA REQUIRED ............................... .............................42 City of Santa Ana — Banking Services Page iv REQUEST FOR PROPOSALS Banking Services I. INTRODUCTION A. Purpose. The City of Santa Ana Finance & Management Services Agency, Treasury & Customer Service Division ( "City ") is soliciting proposals for banking services from qualified financial institutions with full service branches within the City of Santa Ana. It is the City's intent to maintain all commercial banking services with one financial institution to maximize cash flow and minimize administrative costs; however, the City reserves the right to award multiple banking services contracts if it is deemed in the best interest of the City to do so. The primary objective of requesting proposals is for the City to identify which financial banking institution (the "Bank" or the "Proposer ") can provide the highest quality of service at the most reasonable cost. This process also provides the City the opportunity to explore alternative procedural methods that could improve its banking, cash management, customer services capabilities, and take advantage of new technologies. The City intends to enter into a contract for a three (3) year term beginning from the commencement of depository banking services with an option to renew for an additional two one (1) year periods. The pricing of the proposal must remain fixed for a minimum contract term of three years. Any price changes for years four and five must be agreed upon by the both parties during the third year. All proposals shall be submitted in accordance with the format and information listed in Section VI, Proposal Format — Data Required. B. Deadline. Proposals are to be received by 5:00 p.m. (PST) on October 14. 2016, as described in Section IX, Proposal Submittal Requirements of this Request for Proposals (RFP). C. Background. The City of Santa Ana is a Charter City operating under a Council- Manager form of Government. Policy- making and legislative authority are vested in a City Council consisting of the mayor and seven council members. Santa Ana encompasses an area of 27 square miles and is the eleventh largest city in California with a diverse population of over 343,000. The City's fiscal year 2016 -17 operating budget is $513,887,000. The City's primary banking relationship is currently with JP Morgan Chase, N.A. The present Agreement will reach the end of its term on December 31, 2016. In the event that the City contracts with a new Banking Services Provider the existing contract will be extended a further six (6) months to allow for a smooth transition to a new Provider. Effective January 1, 2017, the City anticipates opening /maintaining four (4) open deposit acounts: 1. General Account 2. Housing Account (ZBA) 3. Commissary Account 4. Flex Benefit Spending Account City of Santa Ana — Banking Services Page 1 The General Account serves as the concentration account for disbursements and deposits. The City pools the Worker's Compensation, Payroll, Accounts Payable, and Housing Agency into one general account. However, separate independent prefix check numbers are maintained for each of the above. A separate account is required for the City's Housing Agency which is set up as a Zero Balance Account (ZBA) into the pooled account. A separate account is required for the City's Jail Commissary Account, with full services needed. A separate account is required for the City's Flex Benefit Spending Account with ACH services. Two separate accounts are currently required for the City's Successor Agency Tax Allocation Bonds with wire and book transfer services, but effective January 1, 2017, these funds will be fully transferred to fiscal agent(s). The City currently uses Lawson Financial Accounting software for its general ledger, accounts payable, budgeting and accounts receivable. The City utilizes System Innovators, Inc. software, iNovah Cashier, for its cash receipting throughout the City including City Hall, Police Department and the City's Zoo. Over - the - counter checks are scanned through iNovah to create a daily Image Cash Letter (ICL) file for bank transmission. All other checks are processed through remittance processor equipment using Aqurit software to create a daily ICL file for bank transmission. In addition, departments utilize specialized software for their department's functions which issue checks and create positive pay files for bank transmissions. Payroll uses Highl-ine ePersonality, Housing Authority uses Yardi, Personnel Service's Worker's Compensation Unit uses Ventiv Tech, and the City's Jail Commissary uses Aramark Core software. 11. SELECTION PROCESS A. Selection Process. After the submittal deadline has passed, a selected committee comprised of staff from pertinent City departments will review and rate each proposal received and make a selection according to which financial banking institution best meets the City of Santa Ana's requirements and needs. Interviews /demonstrations may or may not be conducted with the top ranked respondents and considered in the selection. The City will enter into a Banking Services Agreement with the top ranked financial banking institution after City Council authorization. The City of Santa Ana reserves the right to reject any and all proposals. The City also reserves the right to waive any minor irregularities or request any institution submitting a proposal to clarify its proposal or to supply additional material deemed necessary to assist in the selection of a banking institution, and to modify or alter any or all of the requirements herein. In the event that the proposal guidelines change materially, all respondents who submit a proposal will be given an opportunity to modify their proposal in the specific areas that are impacted. B. Evaluation Criteria. The proposals will be evaluated and ranked based upon the criteria provided in Attachment 10 — Proposal Rating Form which includes: (1) Qualifications, (2) Experience, (3) Client References; (4) Proposed Scope of Services and Time of Performance, and (5) Cost of Providing Services. The following criteria will be evaluated in in addition to data presented in response to the RFP: City of Santa Ana — Banking Services Page 2 1. BANK QUALIFICATIONS - In order to be considered in the selection process for core banking services, the proposing financial banking institution MUST have the following minimum qualifications: a. Qualified Depository. Bank must be a qualified State or National public depository, as defined in California Government Code Section 53630.5 and must perform its obligations under this proposal in compliance with all applicable federal and California state laws and regulations, statutes and policies. b. Federal Reserve Member. Bank must be a member of the Federal Reserve System and have access to all Federal Reserve System services (e.g. check processing including check 21, electronic funds transfer, safekeeping, delivery and custodial services, etc.) c. Federally Insured. Bank must be insured by the Federal Deposit Insurance Corporation and be in good standing. d. Capitalization. Bank must be adequately capitalized to accommodate the City's cash and investment management needs. e. Local Branch. Bank must have a full- service branch located within the City of Santa Ana. f. Ratings. Bank must provide their most current long -term debt rating (Moody's, Standard and Poor's, and /or Fitch). g. Community Reinvestment Act (CRA). Bank must be in compliance and in good standing with the Community Reinvestment Act. Provide the Bank's CRA rating. h. Involvement with City Sponsored Programs. Bank shall demonstrate that it meets, or its willingness to meet, council policy established in 1979, quoted as follows: "Council policy shall be to require banks to participate in, or to support City sponsored programs for community improvement in order to receive City demand deposit accounts and to remain on the City's depository list." Describe in detail, current or proposed participation on specific projects and community involvement activity in the City of Santa Ana. Other information concerning the qualifications of the bank may also be included at the bank's discretion and will be reviewed and considered during the selection process. 2. Experience. The Bank's related experience in providing services comparable to the City's needs. Does the Bank currently have active municipal government clients in Southern California? City of Santa Ana — Banking Services Page 3 3. Client References. The references obtained from current and past Bank's client cities. Please complete the Client Reference Form (Attachment 5) listing at least five (5) California public agency references that are most comparable to the City's size and financial needs, that we can contact to confirm customer satisfaction. Select both long- standing and recent customers. 4. Proposed Scope of Services and Time of Performance. Proposals must address all items set forth in Section III "Scope of Services and Time of Performance." S. Cost of Providing Services. The amount of the standard charges and the concession pricing structure proposed. Proposals must use the City's format set forth in Section V "Cost of Providing Services" to be considered in the selection process. The issuance of this RFP shall not be interpreted as, nor does it constitute, a representation by the City that any specific institution or institutions will be retained to perform any of the services described herein, and an institution shall not acquire any right or entitlement to be retained for such purpose by virtue of submitting a proposal in response to this RFP. The City is in no way obligated to pay the expenses of the proposing institution in connection with the preparation of submission of a proposal. The City reserves the right to issue additional RFP(s) for the performance of these services during the service period specified below. The City may select qualified institutions that submit proposals in response to this RFP and /or any subsequent RFP to perform all, or some, or any of the services required by the City. The City also reserves the option to cancel or modify this RFP and the selection process at any time. The City will administer the proposal process in accordance with the terms and dates outlined in this RFP; however, the award of any contract shall be contingent on the requisite staff and Council approvals. C. Selection Schedule. * (Note: This schedule is subject to change) Activity Estimated Date RFP Issue Date September 1, 2016 Deadline for Receipt of Written Questions September 14, 2016 @ 5:00 pm (PST) Mandatory Pre -Bid Conference (RSVP Required) September 15, 2016 (Time /Place TBD) RFP Addenda to be Issued Addressing Questions September 19, 2016 RFP Submissions Due October 14, 2016 - 5:00 pm (PST) Submitted Proposals Reviewed October 17 - October 31, 2016 Interviews / Demonstrations (optional - as required) November 1 - November 4, 2016 Evaluations, Selection / Negotiations Completed November 7, 2016 Council Approval December 6, 2016 Agreement Start January 1, 2017 City of Santa Ana - Banking Services Page 4 111. SCOPE OF SERVICES The following banking services will be required and the inability to provide these services, except when stated within the service description as desired rather than being required, will eliminate the proposal from consideration. A. Collateraliaation. All balances are to be fully collateralized through the pool collateral system required under the State of California Financial Code Section 53630 et seq. B. Exemption. Bank shall obtain exemption for the City from large cash transaction reporting requirements. C. Interest Earnings. Bank must be able to provide interest earnings on the Cash Balance in excess of required compensation balances. Please provide options for excess balances. As part of the proposal, the bank shall provide the proposed formula to calculate interest earnings. All interest earnings shall be credited to the Operating Account, D. Deposit Activity. The City currently utilizes a variety of methods to process daily deposits. Most all of the City's deposited funds are brought to City Hall and an armored car service is used for currency and coin deposits five days a week (Monday- Friday) with the exception of alternate Fridays when City Hall is closed. The City's parking meter coin deposits are counted, separated, and bagged by coin denomination. The City currently scans and electronically transmits most checks for deposit. The City also has third parties who make deposits on behalf of the City for collection of parking citations and paramedic billing. The armored car service is paid by the City on a monthly basis. The City would prefer this service be charged through Account Analysis. Total monthly deposits consist of approximately $14,000,000 in checks and $900,000 in currency and $105,000 in coin. The City requires the ability to use a local branch to make occasional deposits, get change, allow employees to cash payroll checks, and offer banking services to City employees, and for other miscellaneous activities. 1. Provide the location of the branch closest to Santa Ana City Hall (20 Civic Center Plaza, Santa Ana, CA 92701) that can be used for large dollar deposits that missed the courier, emergency cash withdrawals, supplies, etc. 2. What time is the same -day ledger credit cut -off for over -the counter deposits? Is there a later deadline at other branches or processing centers? Where is the Processing Center /Cash Vault located? Will the City deal directly with the Cash Vault on deposit adjustments or with a local representative? 3. Describe the Bank's deposit requirements, including coin, currency and check deposits. Who Is responsible for the cost of deposit supplies (bags, deposit slips, etc.)? City of Santa Ana — Banking Services Page 5 4. Does the financial institution support Check 21 Act procedures for electronic check clearing? Describe the financial institution's service including what forms of security will be employed to address this medium. 1. Describe the Bank's check truncation services, including estimated savings if used. 2. In connection with check truncation services: i. How does the City receive copies of paid items? ii. How long does it take to obtain a copy of a paid check? iii. Is this service available on -line? S. How is the daily float calculated? What ways can the Bank offer to maximize availability of funds? 6. Provide the location for your Cash Vault for armored car deliveries. The City requests the latest armored car pick -up time available to ensure same day credit, but no earlier than 12:00 p.m. What are the required delivery times to ensure same day credit? Are there extended hour charges? If so, what are the normal hours vs. extended hours? Can this service be paid with Account Analysis? 7. Describe the Bank's procedure for handling deposit adjustments. What documentation is provided on discrepancies? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How quickly would support documentation of a deposit discrepancy be provided? S. Describe the Bank's returned items handling and notification procedures. Are items automatically re- cleared? How quickly are the returned items sent to the City? Is this information available on -line? 9. Describe your change order service. How quickly can change orders be filled? 10. Can a miscellaneous change order for $1,000 or less be made available to City departments without advance notice? Is this service available at all local branches? E. State Deposits. Bank must be able to accept direct deposits to the City's account from the State of California for various subvention payments, including the Local Agency Investment Fund (LAIF), and guarantee immediate credit for such deposits. 1. Does the Bank have an office in Sacramento that maintains a direct Demand Deposit Account (DDA) banking relationship with the State Treasurer's Office and the State Controller's Office? City of Santa Ana — Banking Services Page 6 2. Describe the LAIF transfer process. Are the transfers done by telephone, fax, wire ACH, e -mail, etc.? 3. What is the charge per transfer to LAIF? From LAIF? 4. Is it possible to set up the transfers in advance? If so, how far in advance can a transfer be set up? 5. Describe the method used by the Bank for processing State of California apportionment payments. F. Cash Management. The Treasury & Customer Services Manager manages the City's $309 million dollar investment portfolio. The portfolio consists of mostly fixed income type securities, such as federal agency securities, certificates of deposits, etc. In the event the City releases wire transfers in amounts greater than the current Bank balance in anticipation of receiving funds either by a maturing investment or deposits, the City would have the need for a daylight overdraft to accommodate its cash management activities. The amount of the daylight overdraft may be as high as $5 million. The bank should have the capitalization necessary to accommodate the City's depository and cash flow needs. 1. What is the Bank's policy regarding Daylight Overdrafts (DOD)? If there is a charge for DOD, how is it calculated? 2. Will the Bank guarantee that all items drawn on City accounts be paid regardless of the balance in the funding account? Please be comprehensive in your response. G. Full Account Reconciliation. The City utilizes full account reconcilement services for the General Demand Deposit account and the Jail Commissary account. The City transmits "checks issued" information to the Bank daily utilizing its current banking system. The Bank provides a daily detailed report, by account, of checks paid, and a monthly detailed report of checks outstanding. A paid check file is transmitted to the City on a daily basis via secure transmission. Paid checks are also imaged and provided on a monthly compact disc (CD). The Bank must provide electronic monthly account reconcilement reports, bank statements, account analysis statements, confirmations, and other report related features. From the Pooled Account City currently issues approximately 1,570 checks monthly. In addition, City issues 130 checks monthly from the Commissary Account. In addition, the Bank must be able to provide full account reconciliation services and positive pay check protection services for both the City's pooled account and the Commissary account. 1. Describe the account reconciliation services offered by the Bank. 2. Describe when the Bank makes reports available after the last day of the month. City of Santa Ana — Banking Services Page 7 3. Describe how long electronic reports are available online. 4. Describe the Bank's method for providing paid check information electronically. 5. Describe the Bank's imaging service information. H. Electronic Reporting. Bank must have an on -line application to allow the City to receive previous day balances and transaction information for each account. The City currently uses its Bank's web application to obtain a balance and transaction report each morning for use in connection with its cash management functions. 1. Describe the balance reporting system offered by the Bank, it's features, including "user- friendliness ". What is the earliest time that the reports are available on -line? 2. Describe the Bank's on -line information reporting system. How long is data available? 3. Is current day information available? If so, how often is it updated? 4. Provide a sample of prior day and intra -day reports that would be the best example of the system's capabilities. S. Describe the level of detail available on the information reporting service for each type of wire transfer service offered. 6. Can reports be custom - tailored for the end -user? 7. What are the hardware and software specifications for the Bank's on -line system? S. Describe the security features of your on -line system, I. Positive Pay. The City currently utilizes Positive Pay on the General Demand Deposit and Commissary accounts. A daily positive pay file is generated and uploaded through our current bank's web portal. The City is currently expanding to include payee name verification to positive pay. The Bank must be able to provide this service. J. Disbursements, Wires and Money Transfer Services. Bank must have the capability to accommodate incoming and outgoing electronic money transfers. The Bank should also provide the City with a money transfer type service that allows the City to initiate on -line wire transfers and intra -book transfers among the City's accounts. The City of Santa Ana currently utilizes a ZBA for the housing account. A general account with positive pay service protection is used for disbursement of payroll, accounts payable, and workers compensation City of Santa Ana — Banking Services Page 8 payments. A separate checking account is also maintained with positive pay service protection for the City's Jail Commissary Account. Checks are not issued from the Flex Benefit Spending Account. The City initiates electronic payments using an on -line wire function that is part of its current electronic Banking Provider. 1. Does your system offer automated, repetitive and non- repetitive domestic wire transfer capabilities? Are there different controls for repetitive vs, non - repetitive? If so, please describe. 2. Describe your procedure for notifying us when a wire transfer fails. How soon is notification made? 3. Describe the security measures and safeguards offered by your service. Include any internet based account services here. 4. How are authorization levels established for transfers? S. The City currently transfers funds among its accounts electronically. Describe the availability of this service. 6. Describe the setup of a positive pay file transmission. What format does the Bank require? Is technical support assigned to the project? If so, is there an additional cost? 7. Describe the Bank's positive pay operation, including timelines for paying or returning exception items. Are images of the exceptions available on -line? S. Does the Bank offer paid -item truncation with CD imaging? If yes, are images available on -line and at what cost? 9. Does the Bank offer controlled disbursement services? If so, describe the controlled disbursement program offered by the Bank. What presentment locations are offered and what are the reporting times? 10. Are the presentment amounts available via the Bank's on -line system? 11. Is controlled disbursement compatible with account reconcilement and positive pay? 12. By what time each day would information on 100% of the City's clearings be available? 13. Provide a sample controlled disbursement report. 14. Detail all costs associated with controlled disbursements. 15. How are stale -dated (more than 6 months old) items handled? City of Santa Ana — Banking Services Page 9 16. Describe the process for placing a stop payment. Does the City have the option to determine the length of time for which the stop payment is in effect? How long does it take for a stop payment to become effective once it has been entered in your system? 17. Can a stop payment be cancelled on the same day as it was issued? 18. What is the Bank's policy regarding recourse on an item on which a stop payment has been placed, but was subsequently cashed? 19. What responsibility will the Bank assume in researching and correcting errors on paid items (i.e. encoding errors)? 20. Describe the Bank's documentation requirements for processing claims of forged items from the City. K. Electronic Payment /Deposit Services. Bank must have the capability to accommodate a range of electronic payment and deposit services currently used by the City in connection with accounts payables, payroll transactions (including direct deposit), and image check deposits. Describe capabilities regarding Federal and State transfers of funds to and from the City, (Note: the City not currently engage in Federal and State fund transfers but would like to evaluate future possibilities for doing so). 1. ACH Disbursements - The City currently pays some vendors via ACH from the General and Commissary Accounts. Vendor payments are made weekly, a. What are your cutoff times for delivery of a preauthorized credit or debit file? b. Are same day payments possible? c. Describe the acknowledgements you provide when you receive a file transmission including the level of detail, the information required and the reconciliation procedures involved. d. Detail all costs associated with ACH for vendor payment program. e. Describe costs for low vs. high volume. f. Distinguish what constitutes low vs. high volume, if applicable. 2. Direct Deposit of Payroll - The City currently offers direct deposit of payroll. The City has approximately 1,130 full -time employees and fluctuating part -time staff of up to 670. Payroll occurs on the 5th and the 20th of every month. a. Please describe the Bank's Direct Deposit service in detail. City of Santa Ana — Banking Services Page 10 b. What are the different file transmission options available, including backup plan? In the event there is a banking system failure and the direct deposit file cannot be transmitted, please explain what the bank's contingency plans are to ensure the City's employees are paid. c. What are your transmission deadlines for Direct Deposit ACH files? When (Day and time) does the Bank need the file from the City, and when specifically are funds debited from the City's Account? d. Do you require or recommend pre- notifications for every transaction prior to actual transfer? How are returned pre- notifications handled? e. When are direct deposited payroll funds available in an employee's account? i. Describe how returned direct deposits are handled. ii. Describe the acknowledgements you provide when you receive a file transmission, including the level of detail, the information required and the reconciliation procedures involved. iii. Would you provide personal banking incentives for City of Santa Ana employees? 3. Electronic Payroll Tax Payments - Currently, the City pays its payroll withholding taxes with an Electronic Funds Transfer and desires to be able to deposit various employee Federal and State payroll tax payments via secure internet access within the Bank. Please describe the Bank's payroll tax withholding service. a. Do you offer a special service for making State and Federal tax payments? Describe the process including any limitations and timelines. b. Can payments be made via the internet? Phone? Other? c. If a payment has been made by the City in a timely manner but delayed in the Bank's system, will you absorb any penalties and interest charged by the taxing authority? Describe your support services and response time for notifying the City of any problems the transmission files. d. What are the transmission deadlines for tax payments? When specifically are fund funds debited from the City's account? City of Santa Ana — Banking Services Page 11 L. Information Reporting Services. Bank must provide on -line monthly account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. The Bank must also be willing to customize such reports where feasible to accommodate the City's preferences. M. Web -based Applications. The City is interested in utilizing new applications and technology to increase the level of customer services available to the citizens of Santa Ana. The Bank must provide web based on -line services that provide added convenience and cost savings. These web based on -line services should include such services as: ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications. The Bank should have the ability to tailor web based banking applications to the needs of the City. N. Implementation and Training Services. As part of any conversion period and as necessary thereafter, the Bank must provide on -site training to City personnel for the operation and use of the Bank's services and automated systems for all areas of service. The training must be sufficient to ensure that City personnel are proficient with all systems and procedures prior to the conversion date, and anytime thereafter. Training, operating manuals, and on -going support are to be supplied by the Bank for all services provided. [Items 1. Through 7. — Respond Only as Applicable] 1. Describe the overall plan your Bank would coordinate to ensure a smooth and error -free transition from a current Banking Provider. 2. How long does a typical conversion to your Bank take? 3. Provide a detailed implementation schedule, including assigned responsibilities. 4. Provide all costs and the responsible party (Bank or City) that are involved in an implementation? 5. Do you have a user group? If so, how are they structured? What topics are they currently discussing? 6. Describe the Bank's hardware, software, and personnel utilized for technical applications of banking processes and procedures. Include a description of portals, transmissions and downloads of information, electronic funds transfers, and e- Banking. 7. Describe the Bank's technical personnel who will be available to support the City's technical staff in implementing new processes and procedures to perform the City's banking functions. Training, operating manuals, and City of Santa Ana — Banking Services Page 12 technical support shall be supplied by the Bank as appropriate for all services provided. O. Audit Requirements. Bank will be required to respond to audit confirmations and other requests for data at least annually or as needed from the City's outside auditors. Bank may be requested to permit the auditors to conduct on -site inspection of transactions or review the Bank's internal control system. Define the roles and responsibilities associated with these tasks. P. Service Management. The City of Santa Ana places a strong value on excellent customer service and requires a commitment from both its own staff and the companies with which it does business. Bank shall provide both proactive and responsive consulting services to the City. Bank shall immediately notify the City whenever the Bank becomes aware of potential problems that may occur to City accounts. For example, City staff should be informed of any new form of check fraud, which many affect the City as soon as possible after the Bank becomes aware of it. The Bank shall provide the City with information on what the Bank is doing to correct the problem and recommendations as to what the City may do to cause as little administrative and cost burden to the City as possible. In addition, the Bank shall provide the City with information concerning new and updated technology in the banking industry, which can improve the City's banking or business activities. Designated bank personnel shall be available by telephone at all times during the Bank's regular business hours to respond promptly to City questions. Q. Disaster Recovery. The Bank's disaster contingency plans, contact list and backup systems which would enable the City to continue operations and provide services to its citizens in the event of systems breakdowns or other emergencies are important to the City's ability to provide continuous services to its residents and local business community. 1. Describe the Bank's disaster recovery plan in detail. 2. Where are off -site facilities located? How quickly can this facility be activated in the event of an emergency? R. Bank Liability. The City will assess the degree to which the Bank will assume liability for injury or harm to the City, its officers, officials, employees, agents, vendors, customers, bondholders, and third parties in general. The City needs to clearly understand the extent to which the Bank is willing to assume liability if and when extraordinary events might occur. 1. Under what circumstances will the bank assume full liability for check fraud on the City's accounts? 2. Under what circumstances will the Bank assume liability for wire failure, any subsequent nonpayment to the City's bondholders or unauthorized wire transfers? City of Santa Ana — Banking Services Page 13 3. Under what circumstances will the Bank assume liability for damages to City employees in the event that Direct Deposit failed? 4. What assurances will the Bank make that no unapproved debits are made to the City account(s)? If an unauthorized debit occurred, what procedure does the Bank have for reversing it? S. Under what circumstances will the Bank be liable for missing deposits? What procedure, if any, does the Bank have for resolving disputes over deposits? 6. What protection does the Bank afford that all City issued checks will be honored? S. Miscellaneous Questions 1. Will the Bank assign a designated representative to the City's account for inquiries, day -to -day communications and problem resolution? If no, how will these items be handled? 2. Are there toll -free numbers for customer service and technical support? What hours is live phone assistance available? 3. Will the Bank cash payroll checks at no cost for City employees? 4. The Bank will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Will the Bank be able to comply with such requests? S. The Bank must identify the cost (if any) to the City for: depository bags including bulk coin deposit bags, endorsement stamps, deposit slips, standard commercial currency supplies such as currency wrappers, check stocks, deposit tickets, labels, and other necessary supplies. a. Can supplies be ordered on -line? b. Can the costs of these supplies be paid through Account Analysis? T. Desired Related Services Not Part of this RFP 1. Armored Car Services. The City desires the bank to bid and provide armored car service for two locations. 1) Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701 and 2) Santa Ana Zoo located 1801 E. Chestnut Ave, Santa Ana, CA 92701. Pick up services would be four to five times a week Monday through Friday after 12:00 p.m. City Hall is closed alternating Fridays. Armored car service company must ensure same day credit. a. Can this service by paid through account analysis? b. Describe the services and pick -up times available from armored car companies the Bank utilizes that can ensure same day credit. City of Santa Ana — Banking Services Page 14 2. Custodial Services — The City currently has a $309 million investment portfolio, approximately $245 million of which is in securities maintained by its current Custodian. Currently, Custodial Services are conducted under a separate contract with BNY Mellon and this relationship may be continued. The City requires the Custodian to be thoroughly familiar with the public sector and the investment of public funds. There is no guarantee that the City will use the depository bank for safekeeping but may exercise its option in this area. However, the Bank will be required to have book -entry safekeeping services through the bank. Correspondent processing is not acceptable. Delivery versus payment basis is required to clear securities and report investments to ensure the protection of its security interest in portfolio investments. a. Describe Custodial Services offered by the Bank including confirmation of maturities, expected interest payments, calls ad purchases. Provide samples of confirmation, expected interest payments, and call notices. b. Discuss timelines for receiving month -end reports, statements, and confirmation reports. Are these available on -line? c. Custodial statements must describe assets completely as cost, par and market value as of the end of the month. Please provide a sample. d. Describe the Bank's funds transfer procedures for transferring funds to the City on a same day basis. e. Can this service be paid through account analysis? f. Identify the advantages and disadvantages associated with having the custodial account reside at the Bank that is also the provider of the City's general Banking services. 3. Merchant Card Services. The City is hoping to potentially combine credit card merchant services (or some portion of merchant services) with banking services to streamline operations and cash flow as well as operational coordination but is not required to do so. The City currently accepts credit cards over the counter at four (4) locations utilizing its city -wide cashiering system, System Innovators Movah. The City also accepts credit card payments via the City's website for water utility, business license tax, dog licensing, and limited types of building permits. The City also accepts credit cards at its parking meters. The City desires that the Bank chosen for banking services will have a close working relationship and working history with one or more of the City's merchant services providers if the bank itself does not offer the services under a subsidiary or affiliate. a. How is the applicable interchange fee determined for each transaction? What does the Bank recommend to minimize interchange fees? City of Santa Ana — Banking Services Page 15 b. When and how are the discount rate and other fees charged to the City? Can this fee be paid (in whole or part) through Account Analysis? c. Describe the Bank's position on allowing service /convenience fees to be added to credit card transactions. d. Describe your reporting methodology and how adjustments and chargebacks are handled, Are chargebacks and other debit adjustments netted from daily proceeds or debited separately? What is the rebuttal process? e. Is the Bankcard relationship managed by a separate unit of the Bank, or by the Account Relationship Manager? Please briefly describe the structure of this area. 4. Corporate Credit / Purchase Cards - The City currently has from 8 to 10 corporate credit cards issued to select employees and averages approximately $500,000 in card transactions annually. a. Can the Bank provide the City with corporate / purchase credit cards? L What is the prevailing interest rate? ii. Is there a rebate program for early payment? iii. Is a 25 day grace period available on a non - premium basis? b. Does the Bank provide consolidated and individual monthly billing for all corporate cardholder's accounts? Please describe and provide a sample billing. Is this billing available on -line and is there an online monitoring tool? c. Please describe and provide details for the corporate / purchase credit card administration? U. Additional and Other Services. The Bank is encouraged to list additional services and the costs for those services that are customarily provided to governmental entities. In your Bank's proposal, describe alternate approaches to the requested services where feasible or additional services offered or recommended, which may not be specifically requested but of benefit to the City. Discuss any creative pricing or payment options the Bank can provide. IV. TIME OF PERFORMANCE The services described herein shall be provided for a three (3) year term beginning from the commencement of depository banking services (which shall begin not sooner than January 1, 2017 and not later than July 1, 2017 depending on replacement of the current banking services provider) with an option exercisable by the City for an additional two one 1 year extensions, unless either party provides written notice of its intention not to renew (120) days prior to the end of the then current term. All terms and conditions of the Agreement shall remain effective during any additional renewal term. City of Santa Ana — Banking Services Page 16 V. COST OF PROVIDING SERVICES (Fees) A. Proposals shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. A mandatory °COST /BID PROPOSAL FORM" along with supplemental attachments is included as part of this RFP to assist you in detailing the fees charged by your bank and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM and supplemental attachments will become an exhibit to the final contract for the selected bidder. B. The City has historically recouped the costs of banking services primarily with compensating balances and desires to settle Account Analysis deficiencies annually. 1. Can the City utilize compensating balances to cover or offset hard dollar fees in whole or in part? Are there price differences related to the methods of payment? Describe any policies or limitations related to the compensating balance method. Describe the Bank's calculation of collected balances, and calculation of charges for funds advanced. Also describe the methodology that would be used to give credit to the City for Bank balances. 2. Provide the Bank's Earnings Credit Rate (ECR) and how it is calculated and applied. Is it tied to an index? If so, which one? 3. List the Bank's actual ECR for the past twelve months. 4. Explain in detail how and when you charge the FDIC assessment. 5. What account analysis settlement periods are offered? (i.e. Monthly, Quarterly, Semi - annually, Annually)? 6. Are Account Analysis reports available on -line? How many days after month -end are the Bank analysis statements available? 7. If the City develops a need for additional accounts or services during the life of the depository agreement will the new accounts or services be provided with the same conditions as apply to the existing accounts at the time? S. Describe any charges for overdrafts and /or negative collected balances. Explain how the charge is computed. 9. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? 10. Detail what charges can be included on the account analysis statement, City of Santa Ana — Banking Services Page 17 11. Provide the following formulas: a. Daylight Overdraft b. Overnight Overdraft c. FDIC Insurance d. Service Charge Credit C. Once the contract has been awarded, the Bank will not be permitted to charge the City for any fees not listed on the Cost /Bid Form. The only exceptions to this limitation will be if the City specifically requests additional services not identified in the RFP or in Bank's proposal. The fees for new services will be negotiated and added to the contract as an amendment or through a change order process. However, if a regulatory agency imposes a fee to the Bank which is passed through to all Bank customers then all such fees shall be accommodated. D. It is understood that the dollar amounts and quantities specified hereafter are estimates based upon past experiences. However, the actual number of transactions will vary, and the City makes no guarantees regarding minimum or maximum volumes. The Bank should specify the variance allowed from the estimates without changing the bid amount. E. The City reserves the right to retain all proposals and prices shall remain firm for a period of at least one hundred and twenty (120) days for examination and comparison, The City reserves the right to waive non - substantial irregularities in any proposal, to reject any or all proposals, and to reject one service category of a proposal and accept another, except to the extent that proposals are qualified by specific limitations by the proposer. F. Proposers are encouraged to propose alternatives to the listed requirements that will reduce cost and enhance service. The City will evaluate these alternatives on an individual basis. Alternative services should be listed separately on the Cost /Bid Form. All services listed must be priced even though an alternative service has been proposed. G. Any successful proposer shall be required to post collateral and comply with depository regulations in accordance with the California Government Code, City of Santa Ana Charter and Municipal Code, and other applicable state and federal laws. VI. PROPOSAL FORMAT — DATA REQUIRED The content and sequence of the information contained in each copy of the proposal shall be as follows (see also Attachment 11 - Data Required): A. Letter of Transmittal Include your bank's understanding of the work to be performed. Additionally, state why your bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your financial banking institution) and the Project Manager (person responsible for the day -to -day management of the project). B. Table of Contents Include a clear identification of the material by section and by page number. City of Santa Ana — Banking Services Page 18 C. Financial Banking Institution Profile Bank Overview - General overview of Bank, customer service philosophy. Describe how you measure and evaluate the quality of your services. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. 2. Provide Bank's curent long -term debt rating (Moody's /S &P /Fitch) and current capitalization (defined as combined capital, less borrowed capital and surplus). 3. Provide a report /statement indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. S. Decribe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. Relationship Management - This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). 1. Provide names, titles, telephone numbers, fax numbers, and e-mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilites will be. 2. Provide resumes of the Management Contact with the City and the Project Manager. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to- day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. D. Allocation of Resources Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your firm and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. E. Bank Compensation (Fees) Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory °COST /BID PROPOSAL FORM" is shown in Attachment 6, 6A & 6B. City of Santa Ana — Banking Services Page 19 F. Scope of Work and Time of Performance Proposals must address all items set forth in Section III "Scope of Work and Time of Performance." Additional information that your firm wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section III of this RFP. G. Client References Each firm must include the following references: 1. Complete Client Reference Form (Attachment 5) listing five (5) client references. 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). H. Certification of Proposals Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). VII. COST /BID PROPOSAL FORM Proposers shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. A °COST /BID PROPOSAL FORM" is shown in Attachment 6 along with Mandatory Attachments 6A & 6B to assist you in detailing the fees charged by your institution and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM along with Attachments 6A & 6B will become an exhibit to the final contract for the selected bidder. Vlll. CERTIFICATION OF PROPOSAL Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). IX. PROPOSAL SUBMITTAL REQUIREMENTS Firms interested in submitting proposals for this service should respond to this RFP by submitting in writing a proposal providing all the information requested below. The RFP will be considered complete only if all the information listed below in this section is included in the submittal: City of Santa Ana — Banking Services Page 20 Proposal Submittal Requirements - • Six (6) bound copies of the submittal • Flash Drive with MS Word docx formatted documents and Adobe v. 10 compatible PDFs containing the following: • Proposer's Cover Sheet (Attachment 1) • Proposer's Signature Sheet (Attachment 2) • Company Information Form (Attachment 3) • Summary Sheet (Attachment 4) • Five (5) Client Reference Forms (Attachment 5) • Cost /Bid Proposal Forms (Attachments 6, 6A & 6B) - [Include Completed City Of Santa Ana Annual Bank Analysis Statistics (12 Month Totals Ending July 2016) Spreadsheet in MS Excel xlsx format)] • Proposer's Certification Form (Attachment 7) Proposals shall be submitted no later than 5:00 p.m. on October 14, 2016 to: City of Santa Ana Finance & Management Services Agency Purchasing Division 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods, Buyer RE: Banking Services - RFP # 16 -111 Submittals delivered verbally or via electronic means, such as facsimile and e-mail are not allowed, and will not be considered in this Process. X. INSURANCE REQUIREMENTS The selected firm will need to provide insurance certificate(s) for Commercial Liability, Automotive Liability, Workers' Compensation and Employer's Liability, and Professional Liability insurance for this project. Endorsement(s) signed by an authorized representative of the insurance carrier will also be needed for Commercial General Liability and Automotive Liability insurance, with language included in the endorsement(s) that the City, its officials, employees and volunteers shall be covered as additionally insured. XI. ADDENDA AND SUPPLEMENTS TO REQUEST FOR PROPOSAL The City of Santa Ana reserves the right to cancel, postpone, extend or revise this RFP or the RFP process at any time. If it becomes necessary to revise any part of this RFP, an Addendum to the RFP will be provided on the City's Bid Opportunity (Planet Bids) portal at http: / /www.planetbids.com /portal /porLai- cfm ?Comi)anyID= 20137. City of Santa Ana — Banking Services Page 21 XII. MISCELLANEOUS All materials submitted which have not been clearly designated as proprietary information become the property of the City and may be returned only at the City's option. Proposals submitted become the property of the City and may be reviewed and evaluated by any persons at the discretion of the City. City of Santa Ana — Banking Services Page 22 ATTACHMENT PROPOSER'S COVER SHEET For BANKING SERVICES REQUEST FOR PROPOSAL (RFP #16 -111) CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY TREASURY AND CUSTOMER SERVIES DIVISION * *Information Must Be Received Prior to 5:00 p.m. Pacific Standard Time on October 14, 2016 Submit Proposal Information To: City of Santa Ana Finance & Management Services Agency Purchasing Division RFP #16-22 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods NAME AND ADDRESS OF FINANCIAL BANKING INSTITUTION SUBMITTING THIS INFORMATION: Name of Financial Banking Institution: Contact Person: Title: Address: Phone Number: (Direct) (Cell) FAX: Email: City of Santa Ana — Banking Services Page 23 ATTACHMENT 2 PROPOSER'S SIGNATURE SHEET - RFP No. 16 -111 All Proposers must complete and sign this section. Failure to complete and sign this section will result in rejection of this submission. Name of Proposer: Address: Telephone: Type of Business: Fax: Email [ ] Corporation [ ] Limited Liability Company [ ] Partnership [ ] Co- Partnership (attach Co- Partnership Agreement) [ ] Individual doing business under own name [ ] Individual doing business using a firm name [ ] Joint Venture (attach Joint Venture Agreement) [ ] Other (describe) Tax E.D. Numbers - Federal To the City of Santa Ana: State The undersigned, as Proposer, certifies that the only persons or parties interested in this submission as principals are those named herein as Proposer; that this submission is made without collusion with any other person, firm or corporation; that the Proposer has examined all terms, conditions, and requirements set forth in the Request for Proposals; that the Proposer agrees that if this submission is accepted, the Proposer will execute and fully perform the Agreement for which submissions are called; that the Proposer will perform all the work and /or furnish all the materials specified in the Agreement, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the Proposer will take in full payments therefore, the prices set forth in the attached schedule. Please Print Name and Title Signature Address (if different from above): City of Santa Ana — Banking Services Page 24 COMPANY INFORMATION - RFP No. 16 -111 COMPANY ATTACHMENT 3 The Proposer will provide a profile of its organization, The Proposer may attach any additional literature and product brochures. At a minimum the Proposer shall provide the following information: 1. Year established: 2. Business Organization Name: 3. Parent Company: 4. Subsidiary Offering Service(s): 5. Office Locations: 6. Serving Office for this Project: 7. Services Available: 8. Total Number of Employees: 9. Product and Service History: 10. Number of Employees Focused on the Service Offering(s): 11. Number of Currently Active Signed Client Agreements: City of Santa Ana — Banking Services Page 25 ATTACHMENT 4 SUMMARY SHEET - RFP No. 16 -111 Firm Name: Firm Parent or Ownership: Firm Address: Firm Telephone Number: Firm Fax Num Number of Years in Existence: Management Contact (person responsible for direct contact with the City of Santa Ana and services required for this RFP): Name: Telephone Number: Fax: Email: Title: Project Manager (Person responsible for day -to -day servicing of the account): Name: Telephone Number: Fax: 4dItM. Title: City of Santa Ana — Banking Services Page 26 ATTACHMENTS CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. Name Contact Name: Name of Organization: Address: Agreement Manager: _ Service Dates: Email: CLIENT INFORMATION Summary of Work Organization Engaged In: Term of Agreement Number of Client Staff Engaged: Phone: Email: Number of Locations TYPES OF SERVICES PROVIDED Indicate services that were provided: City of Santa Ana — Banking Services Page 27 PROPOSER'S NAME: COST /BID PROPOSAL FORM - RFP No. 16 -111 Banking Services - Cost /Bid Proposal Complete Attachments 6A & 6B City of Santa Ana Bank Analysis Statistics (12 Month Totals Ending July 2016 ) ATTACHMENT 1. Enter Proposer's Annual Cost /Bid Unit Pricing by AFP Service Code (6A & 6B). 2. Compute and Enter Extended Unit Price Subtotals & Combined Total (6B). The Work is to be done in strict conformity with the Agreement Documents on file in the Finance & Management Services Agency, Treasury & Customer Service Division, for the following sum: Attach — Completed Mandatory ATTACHMENTS 6A & 6B showing Proposer's Cost /Bid Proposal Unit Pricing by AFP Service Code together with Extended Unit Price Subtotals & Combined Total based on City of Santa Ana Bank Analysis Statistics.* [Download, Complete and Return City of Santa Ana Annual Bank Analysis Statistics (12 Month Totals Ending July 2016) Spreadsheet.] * Mandatory Attachments 6A & 6B may be combined with a Proposer's supplemental Cost /Bid Proposal Statement addressing variable pricing factors and terms for requested or proposed ancillary services, etc. If awarded the Agreement, the undersigned agrees to sign said Agreement and furnish the necessary surety bonds and insurance certificates within thirty (30) days after receipt of the notice of award of Agreement, and to begin work when directed by the City. It is understood that this Cost /Bid Proposal is based upon completion of work commencing on the date set forth in the Agreement issued by the City to the Proposer. In determining the amount bid by each bidder, the City shall disregard mathematical errors in addition, subtraction, multiplication, and division that appear obvious on the face of the Proposal. When such a mathematical error appears on the face of the Proposal, the City shall have the right to correct such error and to compute the total amount bid by said bidder on the basis of the corrected figure or figures. When an item price is required to be set forth in the Proposal, and the total for the item set forth separately does not agree with a figure which is derived by multiplying the item price times the Project Coordinators' estimate of the quantity of work to be performed for said item, the item price shall prevail over the sum set forth as the total for the item unless, in the sole discretion of the City City of Santa Ana — Banking Services Page 28 such a procedure would be inconsistent with the policy of the bidding procedure. The total paid for each such item of work shall be based upon the item price and not the total price. Should the Proposal contain only total price for the item and the item price is omitted, the City shall determine the item price by dividing the total price for the item by the Project Coordinator's estimate of the estimated quantities of work to be performed as items of work. The undersigned has checked carefully all of the foregoing figures and understands that the City of Santa Ana will not be responsible for any errors or omissions on the part of the undersigned in making up this Cost /Bid Proposal. If the bidder is a corporation, the Cost /Bid Proposal must be executed in the name of the corporation and must be signed by a duly authorized officer of the corporation. If the bidder is a limited liability company, the Cost /Bid Proposal must be executed in the name of the company and must be signed by a duly authorized managing member of the company. If the bidder is a partnership or co- partnership, the Cost /Bid Proposal must be executed in the name of the partnership / co- partnership and one of the partners / co- partners must subscribe their signature thereto as the authorized representative of the partnership or co- partnership. If the bidder is a joint venture, the Cost /Bid Proposal must be executed in the name of the joint venture and must be signed by a duly authorized representative of the joint venture. PROPOSER: Signature Print Name Address Telephone Tax ID Numbers - Federal Date Title City State _ Zip Fax Email State City of Santa Ana Business License Tax Certificate Number [Business License Tax Certificate No. must be provided prior to final issuance of Banking Services Agreement] City of Santa Ana — Banking Services Page 29 ATTACHMENT 6A RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 MONTH TOTALS ENDING JULY 2016) ACCOUNT Lis 11 STATEMENT VAULT DEPOSIT DEPOSIT n ISRI IRAFMFNT AFPVICFC I11 DEPOSITORY CHECK IMAGE INO IMAGE ITEMS GF!`!1N!`11 1,\TI!\M CCO \ /1!`CC CHECK I DEBIT POSTED 010100 18,878 UNIT POSITIVE PAY MAINTENANCE 150030 24 UNIT PRODUCT LINE AND DESCRIPTION SERVICE VOLUME PRICE ($) PRODUCT LINE AND DESCRIPTION SERV CE VOLUME PRICE CHECK CASHING NON -ACCT HOLDER CODE 105 CHECK EXCEPTION RETURN CODE 6 ($) ACCOUNT Lis 11 STATEMENT VAULT DEPOSIT DEPOSIT n ISRI IRAFMFNT AFPVICFC I11 DEPOSITORY CHECK IMAGE INO IMAGE ITEMS GF!`!1N!`11 1,\TI!\M CCO \ /1!`CC CHECK I DEBIT POSTED 010100 18,878 POSITIVE PAY MAINTENANCE 150030 24 STOP PAYMENT- ELECTRONIC 150410 125 EXCEPTION ITEM 150300 36 CHECK CASHING NON -ACCT HOLDER 150501 105 CHECK EXCEPTION RETURN 150320 6 STOP PAYMENT AUTOMATIC RENEWAL 150510 249 IMAGE CAPTURE PER ITEM 151351 21,877 PWS EXCEPTION NOTIF -ACCT 150721 24 CD ROM 151353 12 DELUXE 3RD PARTY PRINT SVCS 150810 1 CD ROM MAINTENANCE 151353 12 IMAGE STORAGE PER ITEM 151300 21,877 FULL RECONCILEMENT- MAINT 200010 24 PWS CHECK INQUIRY MAINTENANCE 151710 24 FULL RECONCILEMENT - PER ITEM 200110 18,878 DATA DOWNLOAD 200201 36 DATA ENTRY - MANUAL 200210 27 PWS RECON REPORT /STMT MAINT 200306 24 OUTPUT FILE 200301 262 6A Extended Unit Price Subtotal 1 $ 6A Extended Unit Price Subtotal 2 $ City of Santa Ana — Banking Services Page 30 ATTACHMENT 6B RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 MONTH TOTALS ENDING JULY 2016) AUTOMATED CLEARING HOUSE FI INIIS TRANSGFR CFR \ /1r=Q ELOCKBOX MAINTENANCE AFP 12 ELECTRONIC FED DEBIT SIT .AFP 173 PRODUCT LINE AND DESCRIPTION CODE SERVICE VOLUME UNIT PRODUCT LINE AND DESCRIPTION SERVICE VOLUME UNIT ELOCKBOX TRANSACTION REFORMAT 050311 36,006 PRICE ($) FED CREDIT S/T CODE 194 PRICE ($} AUTOMATED CLEARING HOUSE FI INIIS TRANSGFR CFR \ /1r=Q ELOCKBOX MAINTENANCE 050030 12 ELECTRONIC FED DEBIT SIT 350104 173 ELOCKBOX TRANSACTION RECEIVED 050300 36,006 ELECTRONIC BOOK DEBIT S/T 350124 20 ELOCKBOX TRANSACTION REFORMAT 050311 36,006 FED CREDIT S/T 350300 194 TRANS REVIEW MAINTENANCE 250000 22 BOOK CREDIT 350320 4 ACH MAINTENANCE 250000 12 FW SURCHARGE $10 MILLION+ D/C 350531 8 ACH MAINTENANCE 250000 59 REPETITIVE INSTRUCTION STOR 350551 52 DEBIT ORIGINATED - SYSTEM 250100 212 ONLINE ACCOUNT MAINTENANCE CREDIT ORIGINATED - SYSTEM 250101 47,387 ADDENDA RECORD ORIGINATED 250120 354 CLIENT MAINTENANCE 409999 12 DEBIT RECEIVED 250200 3,220 ACCOUNT MAINTENANCE 409999 52 CREDIT RECEIVED 250201 5,690 TRANS REPORTED -45 DAY 409999 33,490 RETURN ITEM 250302 40 EXTENDED TRANSACTION DETAIL 409999 99,738 ELOCKBOX RETURN - ELECTRONIC 250302 28 PREMIUM ASSESSMENT FEE RETURN NOTIFICATION - ONLINE 250400 39 NOTIF OF CHANGE - ONLINE 250400 38 PREMIUM ASSESSMENT FEE 000230 254,344,230 DEBIT BLOCK MAINTENANCE 251050 26 ACH ADA AUTHORIZED ID 251051 245 NOTIFICATION OF CHANGE 251070 39 ELOCKBOX FILE PROCESSING 259925 250 6B Extended Unit Price Subtotal 3 $ 6B Extended Unit Price Subtotal 4 $ Compute Combined Extended Unit Price Total 6A Extended Unit Price Subtotal 1 $ 6A Extended Unit Price Subtotal 2 $ 6B Extended Unit Price Subtotal 3 $ 6B Extended Unit Price Subtotal 4 $ Combined Extended Unit Price Total $ City of Santa Ana — Banking Services Page 31 ATTACHMENT 7 PROPOSER'S CERTIFICATION FORM CERTIFICATION OF RESPONSE TO REQUEST FOR PROPOSALS TO THE CITY OF SANTA ANA RFP No. 16 -111 1. The undersigned hereby submits its Response to Request for Proposals quotation and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposals (RFP), dated September 1, 2016, and to be bound by the terms and conditions of the RFP and any subsequent Addenda to said RFP. 2. This firm has carefully reviewed its response and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them. 3. It is understood and agreed that the City reserves the right to accept or reject any or all responses and to waive any informality or irregularity in any quotation received by the City. 4. The response includes all of the commentary, figures and data required by the Request for Proposal, dated September 1, 2016, together with any Addenda subsequently issued thereto. 5. This firm has carefully read and fully understands all of the items contained in the Proposal Schedule (Attachment 8). This firm agrees to all of the general requirements except for those disclosed by the firm in its Response to Request for Proposals quotation(s) - RFP No. 16 -111. 6. The quotations shown on this firm's Cost /Bid Proposal Form(s) (Attachments 6, 6A & 6B) shall be valid for 120 days from October 14, 2016. Name of Firm: Bv: (Authorized Signature) Type Name: Title: Date: City of Santa Ana — Banking Services Page 32 ATTACHMENT 8 PROPOSAL SCHEDULE - RFP No. 16 -111 Responses to the Request for Proposals will be accepted until October 14, 2016 at 5:00 p.m. Oral presentation interviews / demonstrations are scheduled (as required) for (To Be Determined). Subsequently, negotiations are expected to be completed by November 7, 2016. The City intends to award a three (3) year agreement (with two one 1 year options to renew) to the bidder(s) selected as the most responsible and whose response adheres to the RFP and meets the City's requirements by December 6. 2016 *. * The City expects, but does not guarantee, that the decision on selection of a firm will be made by the City on the date indicated above. PROCEDURE FOR SUBMITTING PROJECT PROPOSALS All notifications, updates and addenda will be posted on the City's current RFP Bid webpage at http: / /santa- ana.ora /bids- rfps /. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. Proposals must be mailed, delivered by hand, or couriered to City Hall no later than 5:00 p.m. on the date indicated above. Proposals received after 5:00 p.m. on the date indicated above will be rejected, regardless of the date of their postmarks. It is the responsibility of the Proposer to ensure that any proposals submitted shall have sufficient time to be received by the City prior to the proposal due date and time. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE DO NOT FAX RFP RESPONSES / DO NOT E -MAIL RFP RESPONSES Financial Banking Institutions electing to submit a response to this RFP must prepare and submit an exhaustive response to all reauested information. By submitting a proposal, the Financial Banking Institution understands and agrees that the City of Santa Ana has the right to withhold all information regarding this procurement, including but not limited to: (1) the number of proposals received, (2) competitive technical information, (3) competing price information; and (4) City of Santa Ana evaluation concerns regarding competing proposals, until after the agreement is awarded. City of Santa Ana — Banking Services Page 33 Upon receipt of offerings by the City of Santa Ana, each responding Financial Banking Institution shall be presumed to be thoroughly familiar with all requirements of this offering. The failure or omission to examine any form, instrument or document shall in no way relieve financial banking institution from any obligation with respect to its offering. Modifications to the RFP 1. Changes to this RFP shall be made only by formal written amendment(s) issued by the City of Santa Ana which shall be labeled "Addenda" and which shall be numbered sequentially and dated. 2. Any and all addenda issued by the City shall be considered a part of the specifications submitted to the Financial Banking Institution for preparation of their proposals and should be addressed by the Financial Banking Institution in its response. Cost of Preparation of Offering This RFP does not commit the City to pay costs incurred in preparation of a response. All costs incurred in the preparation of the proposal, the submission of additional information, negotiations with City, and /or any other aspect of a proposal prior to award of a written agreement will be borne by the Proposer. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in the proposal. Confidentiality of Documents All documents submitted as part of the Financial Banking Institution's offering will be deemed confidential during the evaluation process. Financial Banking Institution offerings will not be available for review by anyone other than the assigned evaluators. Subsequent to the awarding of the agreement, all offerings become public documents and are available for public viewing upon written request. Notification of Withdrawal of Proposal Proposals may be modified or withdrawn prior to the date and time specified for proposal submission by an authorized representative of the Financial Banking Institution by formal written notice. Proposals submitted will become the property of the City after the proposal submission deadline. City of Santa Ana — Banking Services Page 34 Contractual Obligations The City of Santa Ana will require certain contractual obligations, regardless of any agreements between the Financial Banking Institution and the City of Santa Ana. These terms will include, but are not limited to: 1. Requirements to Meet All Provisions - Each Financial Banking Institution submitting an offer shall meet all the terms and conditions of the RFP. By virtue of its offering submittal, the Financial Banking Institution acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Inclusion of Offering - The offering submitted in response to this RFP will be required to be included as part of the final agreement with the selected Financial Banking Institution. 3. Accountability - The selected Financial Banking Institution will be required to provide status meetings and submit status reports covering such items as progress of work being performed, milestones attained, resources expended, problems encountered and corrective action taken. 4. Costs - All costs must be detailed specifically in the project cost planning section of the offering; no additional charges (i.e., for transportation, out -of- pocket expenses, etc.) will be allowed unless so specified in the offering. 5. Ability to Perform - The selected Financial Banking Institution warrants that it possesses, or has arranged through subcontractors, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, City, and special district laws, ordinances, and regulations. 6. Laws to be Observed - The selected Financial Banking Institution shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and City of Santa Ana ordinances, regulations, and adopted codes during its performance of the work. 7. Payment of Taxes - The offering costs shall include full compensation for all taxes which the selected Financial Banking Institution is required to pay, including City business license taxes (as may be applicable). City of Santa Ana — Banking Services Page 35 8. Permits and Licenses - The selected Financial Banking Institution shall procure all permits and licenses, pay all charges, fees, and taxes, and give all necessary notices. 9. Selection - The final award of an agreement or agreements is subject to approval by the elected officials governing the awarding body. 10. Subcontractors - The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractors shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). If the City approves, the primary Financial Banking Institution will be responsible for subcontractors and the City shall assume no liability of such subcontractors. 11. Rules for Proposals - The signer of the RFP must declare in writing that the only person, persons, company, or parties interested in the proposal as principals are named therein; the signer must also declare in writing that the proposal is made without colluding with any other person, persons, company, or parties submitting a proposal; lastly, the signer must declare in writing that it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the proposer. 12. Payment Schedules - The City of Santa Ana and the selected Financial Banking Institution will negotiate the payment schedule(s) based on defined and measurable milestones and deliverables. Under no circumstances will payments be made in advance of work performed. 13. Project completion Holdback — Where the City of Santa Ana and the selected Financial Banking Institution negotiate for the future completion and delivery of a specified project /response item, the City will require a 10% holdback of Agreement monies until project /response item completion, delivery, and project approval. City of Santa Ana — Banking Services Page 36 Errors and Omissions The Financial Banking Institutions shall notify the City, and not be allowed to take advantage of any obvious errors and /or omissions within this offering or the Financial Banking Institution's response. Rights to Pertinent Materials All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Financial Banking Institution that are submitted as part of the proposal shall become the property of the City upon receipt. Government Code Sections 6250 et. Seq., the "Public Records Act" defines public records as any writing containing information relating to the conduct of the public's business. The Public Records Act provides that public records shall be disclosed upon written request, and that any citizen has a right to inspect any public record, unless the document is exempted from the disclosure requirements. The City cannot assure that any information submitted in response to the RFP will be confidential. If the City receives a request for any document submitted in response to this RFP, it will not assert any privileges that may exist on behalf of the person or business submitting the proposal. It is the responsibility of the person or business entity submitting the proposal to assert any applicable privileges or reasons why the document should not be produced. News Releases / Publications News releases or publications by any selected Financial Banking Institution or any permitted subcontractors and all other related information (i.e., recommendations, etc.) pertaining to this engagement shall not be made available to anyone without prior approval by the City. Right to Reject Offerings The City of Santa Ana reserves the right to reject any and all offerings or any part of any offering, to waive minor defects or technicalities, or to solicit new offerings on the same project or on a modified project, which may include portions of the originally proposed project as the City may deem necessary in its interest. The City reserves the right to reject any or all proposals submitted and no assurance is made hereby that any Agreement will be awarded pursuant to this RFP. The City reserves the right to waive minor inconsistencies in submitted proposals. City of Santa Ana — Banking Services Page 37 Protests Proposers may file a "protest" to a Request for Proposal (RFP) with the City's Purchasing Department. In order for a protest to be considered valid it must: 1. Be filed in writing within five (5) business days of either the RFP issued date or before 5:00 p.m. of the 5th business day following the posting of RFP Results /Notice of Intent to Award Agreement on the City's website; 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager or designee will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision of the Purchasing Manager, or designee, is final and no further appeals will be considered. City of Santa Ana — Banking Services Page 38 ATTACHMENT 9 PROPOSAL EVALUATIONS - RFP No. 16 -111 Evaluations An evaluation team composed of representatives from pertinent agencies /departments of the City of Santa Ana will evaluate proposals on a variety of qualitative and quantitative criteria. The selected proposal (or proposals) will be one(s) that provide the most effective approach that best meets the City's requirements. The lowest price proposal(s) will not necessarily be selected. Selected Financial Banking Institution may be invited to interviews and to make oral presentations /demonstrations to City representatives. The Financial Banking Institution representative(s) attending the interview /oral presentation shall be technically qualified to respond to questions related to the proposed assessment and work plan. During the interview process, non - binding price proposals and costing data can be discussed. Once these interviews and discussions are completed, including the non - binding estimates of cost, the team will finalize the rankings. The evaluation criteria of the proposals will include, but are not limited to the following aspects: 1. Financial Banking Institution Qualifications 2. Financial Banking Institution (Team) Experience 3. Client References 4. Proposed Scope of Services and Time of Performance S. Cost of Providing Service Each proposal will be carefully reviewed by the evaluation team based on these criteria. A score will be assigned to each proposal based on a scale of 100 - see sample Proposal Rating Form (Attachment 10). The City reserves full discretion to determine the competence and responsibility, professionalism, technical expertise, and /or financial position of proposers. Proposers will provide, in a timely manner, any and all information which the City deems necessary to make such a decision. City of Santa Ana — Banking Services Page 39 Negotiations for a binding estimate of cost structure will begin with the recommended top - ranked firm(s). If an Agreement acceptable to the City cannot be negotiated at a price considered fair and reasonable, negotiations shall be terminated with the top- ranked firm(s) and negotiation will then proceed with the next highest ranked firm(s) until an Agreement is reached. The evaluation team will conduct all subsequent negotiations and will make a recommendation to the City. Exceptions to the RFP The format of the RFP must be followed and all requested information must be submitted as indicated for continued consideration. However, the City of Santa Ana is receptive to any additional information and /or suggestions pertaining to the required services and additional related capabilities of the proposer. Exceptions raised during Agreement negotiations that have not been previously declared in the proposal may be grounds for disqualification as deemed appropriate by the City of Santa Ana. Other General Conditions • Unavailability of Funds - If funds are not available to the City of Santa Ana, this award will be postponed, canceled, or phased. The City makes no guarantee by release of this RFP that any offering will be selected and /or funded. • Notice to Proceed - A Notice to Proceed will be issued after the City receives the fully executed Agreement. City of Santa Ana — Banking Services Page 40 ATTACHMENT I0 (SAMPLE) PROPOSAL RATING FORM - RFP No. 16 -111 Banking Services Proposer(s): Selection Committee Member: Name Title Member's Signature Date of Rating Review: Proposal Criteria Available Points Score 1. Financial Banking Institution Qualifications 20 2. Financial Banking Institution (Team) Experience 20 3. Client References 10 4. Proposed Scope of Services and Time of Performance 30 S. Cost of Providing Service 20 Total 100 City of Santa Ana — Banking Services Page 41 ATTACHMENT 11 DATA REQUIRED - RFP No. 16 -111 The Response to the City of Santa Ana's Request for Proposal The content and sequence of the information contained in each copy of the proposal shall be as follows: A. Letter of Transmittal Include your Bank's understanding of the work to be performed. Additionally, state why your Bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your bank) and the Project Manager (person responsible for the day -to -day management of the project). B. Table of Contents Include a clear identification of the material by section and by page number. C. Financial Banking Institution Profile Bank Overview - General overview of Bank, customer service philosophy: Describe how you measure and evaluate the quality of your services. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. 2. Provide the Bank's current long -term debt rating (Mood y's /S &P /Fitch) and current capitalization (defined as combined capital, exclusive of borrowed capital and surplus). 3. Provide a report /statement indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. 5. Describe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. City of Santa Ana — Banking Services Page 42 Relationship Management: This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). 1. Provide names, titles, telephone numbers, fax numbers, and e-mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilities will be. 2. Provide resumes of the Bank Management Contact with the City and the Project Manager. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to -day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. D. Allocation of Resources Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your Bank and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. E. Bank Compensation (Fees) Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory °COST /BID PROPOSAL FORM & ATTACHMENTS are shown in Attachments 6, 6A & 6B. F. Scope of Work and Time of Performance Proposals must address all items set forth in Section 111 "Scope of Work and Time of Performance." Additional information that your Bank wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section 111 of this RFP. G. Client References Each firm must include the following references: 1. Complete Client Reference Form (Attachment 5) listing five (5) client references. City of Santa Ana — Banking Services Page 43 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). H. Certification of Proposals Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). City of Santa Ana — Banking Services Page 44 City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division Banking Services - RFP # 16 -111 Addenda # 1 Issued: September 20, 2016 Due Date: October 14, 2016, 5:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 16 -111 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Minerva H. Mancha, Treasury Services Supervisor Rosie Perez, Treasury Services Specialist City of Santa Ana — Banking Services Page 1 Banking Services I. Q. Does the City current utilize a controlled disbursement account? If yes, how many? A. No II. Q. The City asks questions regarding "Custodial Services" but from the stated needs it appears as if only traditional "safekeeping" services are necessary. I.e., does the City have any analytical reporting requirements, or does it require more active portfolio management /direction (as is common with traditional custody services). A. Only custodial services III. Q. Is it possible to see copies of the City's most recent Account Analysis, Merchant Service and Custody statements? A. Sorry, CANNOT PROVIDE IV. Q. What is the City's Earnings Credit Rate? A. Sorry, CANNOT PROVIDE V Q. Statement Cycles - Enhanced ------ It appears that both are being billed for the What's the difference between the two? ICL Deposit Standard ICL Deposit Early a. What's the difference between Enhanced? Image Group One Image Group Two Image Group Two - Tier 2 Image Group One - Period Two b. Please explain the product descriptions FW Surcharge $10 Million+ D/C - Please Extended Transaction Detail transactions? ACH Disbursements number of accounts each month. Cycles an isted above. nt Cycles - Information gathered from current provider's Bank Analysis Report. Please provide information if applicable to your institution. If item is not applicable, please mark N/A this product description. the historical time frame for these I. Q. What's the highest dollar amount that you submitted at one time in the past year for your Direct Deposit /Payroll File? A. $3.2 Million II. Q. What's the highest dollar amount that you submitted at one time in the past year for your Vendor Payment File? A. $2.1 Million City of Santa Ana — Banking Services Page 2 III. Q. How do you submit your ACH File to the bank? Online or via Transmission through a secure FTP Mailbox? A. On -line. ACH File is imported into current banking system. Automated Clearing House I. Q. ELockbox Service - Is this service for processing home banking check payments via ACH? A. Yes, provided by current bank. Format of is in custom format City specific specs. This custom format is NOT in NACHA format. Custom specs will be provided to selected bank. Deposit Activity I. Q. What is the City's process for checks returned? Are they redeposited? A. Checks are presented once. B. Daily email is received with check images. II. Q. What are the City's average monthly collected balances? A. Page 5 Section D Deposit Activity omitted wires and ACH deposits. Currently monthly rolling average in deposits is $34 million. B. Daily Account balances average between $5 - $15 million III. Q. Do you deposit to a single account using Image Cash Letter? A. Yes IV. Q. How many Image Cash Letter transmissions are you sending each day? A. City submits up to eight (8) Daily Image Cash Letter transmissions i. BT - Business Tax ii. Dog - Dog Licensing iii. HVT - Hotel Visitor Tax iv. MUS - Municipal Utility Services v. UUT - Utility User Tax vi. LAR - Lawson Accounts Receivables vii. NP - No Post (Miscellaneous) viii. iNovah - Point of Sales Cashier System V. Q. Can the City give us a breakdown of the cash vault denominations? A. We order $1, $5, $10, and $20 also coin pennies, nickels, dimes, and quarters City of Santa Ana — Banking Services Page 3 VI. Q. Is the City able to provide an average breakdown of cash orders per month ($1, $5, $10, $20 etc) A. See page 30 of RFP VII. Q. How are change orders made today? Online or by phone? A. By phone VIII. Q. What is the average total deposit of the daily carrier pick -up at City Hall? A. City Hall - Average pickup $50,000 in cash including $5,000 in coin B. Santa Ana Zoo — Average pickup $2,500.00 cash /checks Custodial Services: I. Q. How many custody accounts are there and what is the approximate balance of each? A. One account with a balance of $230 million II. Q. What is the approximate activity level of the custody accounts (buys, sells, maturities, wires)? A. 20 transactions per month including interest received Corporate Credit /Purchase Cards I. Q. Can we get more information on the existing card program and spend levels? A. $500,000 spending level II. Is the City considering enlarging the program and open to ePayables? A. City is interested in moving from traditional credit card program to a purchase card program. General Ouestion(s) I. Q. Did the City select JP Morgan as its vendor after the last banking RFP in 2010? Or, did it select Bank of America to continue its contract and enter into its current relationship with IPM during that term? Or, how long has JPM been the City's bank? A. JP Morgan was selected thru RFP process in 2010. JP Morgan has been providing banking services to City since 2011. II. Q. Under Submittal Requirements on Page 21 of the RFP, it states "Flash Drive with MS Word docx..." Will the City accept a CD instead of a flash drive? A. No, please provide flash drives III. Q. Does the City want 6 flash drives (or CDs) with the 6 bound copies or only one? A. Six (6) bound copies City of Santa Ana — Banking Services Page 4 IV. Q. Does the City want bidders to include any exceptions to the Scope of Services and /or Terms and Conditions of the RFP in our response as a separate exhibit /attachment? A. Please provide on Separate exhibit /attachment V. Q. Attachment 6A - Please confirm that the Unit Price Subtotals for each section will be based on the bank's Unit Price and the Annual Volumes the city provided? A. Yes, Annual VI. Q. Does the City currently have current day reporting from the online banking platform? A. Yes. VII. Q. Statement Cycles A. Monthly VIII. Q. Is the City interested in using lockbox services for its remittance collections? A. No, currently checks are processed in- house. IX. The RFP states that funds in the two separate accounts for the City's Successor Agency Tax Allocation Bonds will be fully transferred to fiscal agent(s) effective January 1, 2017. Please provide an estimate of the City's total account balances that will remain after Jan 1 2017. A. $5 million - $15 million Parking Meter I. Q. What is the name of the software being used to process credit cards at the meters? A. Data Management System (DMS) provided by IPS Group Inc. The merchant processor is TSYS II. Q. What is the annual MC /Visa sales volume? A. $540,000 III. Q. What is the average transaction size? A. $2.09 City of Santa Ana — Banking Services Page 5 Merchant Processing I. Q. There are 4 locations (are they separate merchant ID's ?). A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division ii. City Hall Kiosk- Treasury Division iii. Police Department - Traffic Division iv. Police Department - Records Division v. Parks & Recreation - Santa Ana Zoo II. Q. Is System Innovators iNovah the name of the software that they use to actually process the credit cards or do they have physical machines? If machines, what at the model names? A. iNovah is our Point of Sale system to process credit cards. We use Verifone MX870 pin -pads, not Chip & Pin compatible. Payment Merchant is TransFirst using Transaction Central Payment Gateway. III. Q. Do any City departments currently apply a convenience fee or surcharge today? A. No IV. Q. What is the annual MC /Visa sales volume for each of the 4 locations? A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division $6.5 Million ii. City Hall Kiosk- Treasury Division $355,000 iii. Police Department - Traffic Division $44,000 iv. Police Department - Records Division $22,000 v. Parks & Recreation - Santa Ana Zoo $611,000 V. Q. What is the average transaction size at each of the 4 locations? A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division $350.00 ii. City Hall Kiosk- Treasury Division $200.00 iii. Police Department - Traffic Division $150.00 iv. Police Department - Records Division $25.00 v. Parks & Recreation - Santa Ana Zoo $23.00 City of Santa Ana - Banking Services Page 6 VI. Q. What services are being paid for at the counter? i. City Hall - Treasury Division: MUS, Business Tax, Dog License, Business Tax, Hotel Visitor Tax, Misc. Accounts Receivable, Parking Citations, Planning & Building Permits, and Public Works Permits ii. City Hall Kiosk- Treasury Division: MUS, Business Tax, Dog License, Parking Citations, Paramedic Subscription iii. Police Department - Traffic Division - Vehicle Releases, Miscellaneous Permits, etc. iv. Police Department - Records Division - Police Reports, etc. v. Parks & Recreation - Santa Ana Zoo: General Admission VII. Q. On -line processing payment gateway currently being used. A. We have third parties for online payments: i. Business Tax and Proactive Rental Enforcement Program (PREP) accounts use IP Morgan Paymentech Orbital Payment Gateway ii. Municipal Utility Services (MUS) and Dog Licensing use Electronic Payment Exchange (EPX) as our Payment Merchant; Gateway N /A. VIII. Q. What is the annual MC /Visa sales volume? A. On -line: MUS M/C and VISA: $6 Million and eCHECKS: $11 Million B. On -line: DOG M/C and VISA: $108,000 and eCHECKS: $37,000 C. On -line: Bus Tax M/C and VISA: $1.4 Million and eCHECKS: $800,000 IX. What is the average transaction size? A. On -line: MUS $250.00 B. On -line: DOG $27.00 C. On -line: Bus Tax $350.00 RFP Response /Format I. Can we use the City Logo when we are responding to the RFP A. Yes II. Q. Can we include our link to our Financial Statements instead of providing a paper copy (it's hundreds of pages). A. Yes City of Santa Ana — Banking Services Page 7 JPMorgan Chase Bank, N.A. Prepared by: Jason L. Johnson 3 Park Plaza, Floor 09 Irvine, CA 92614 (949) 833 -6637 jason.1l.johnson@jpmorgan.com Kerwin P. Deese 3 Park Plaza, Floor 9 Irvine, CA 92614 (949) 833 -4061 kerwin.p.deese @jpmorgan.com Disclosure Statement This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the "Organization ") in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan. Chase, J.P. Morgan and JPMorgan Chase are marketing names for certain businesses of JPMorgan Chase & Co. and its subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other J.P. Morgan affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker /dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services tinder applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. The information herein does not purport to set froth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. J.P. Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors . regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall J.P. Morgan nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. J.P, Morgan is not providing any such advice or acting as the Organization's agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act Of 1934, as amended. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P. Morgan, J.P. Morgan also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P. Morgan's "Know Your Customer' due diligence and meeting product requirements. These steps are included in S.P. Morgan's client onboarding process. 'Phis document may contain information that is confidential and /or proprietary to J.Y. Morgan. 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 authorized by J,P. Morgan. To help the United States government fight the funding of terrorism and money laundering activities, U.S, law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and /or documentation that will allow as to identify the account owner(s), as required by law. J.P. Morgan is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137. All trademarks, trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any J.P. Morgan entity to extend or arrange credit. © 2016 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. J.P. Morgan supports sustainable business practices and adheres to the principles of environmental * Iwo sustainability wherever possible. Page 1 JY Morgan Include your bank's understanding of the work to be performed. Additionally, state why your bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your financial banking institution) and the Project Manager (person responsible for the day -to -day management of the project). October 14, 2016 City of Santa Ana Purchasing Division Attn: Eva Goods, Buyer 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 RE: RFP# 16 -111 Dear Ms. Goods: On behalf of J.P. Morgan, we sincerely thank you for the opportunity to bid on the City of Santa Ana's Banking Services RFP. We view this proposal as an opportunity to reconfirm our understanding of Santa Ana's ( "City") objectives, as well as to reaffirm our banking services commitment to the City. As your incumbent banking partner, we have solid performance with the requirements outlined in the Scope of Work. Kerwin Deese, Jason Johnson and Marilyn Hardney will continue to serve as your dedicated relationship team, primarily based out of the firm's Southern California headquarters located in Irvine. J.P. Morgan's Government Banking teams currently support more than 2,350 active State, County and Municipal customer relationships in more than 28 states and your local banking team will continue to draw on personal and firm -wide knowledge to consultatively serve the City. We have updated our pricing to ensure that we remain as competitive as possible with reductions to key services provided by the bank. Increasing costs within the industry have necessitated increases to two line items involving nonstandard cash processing, however we believe these can be successfully mitigated so that the City may receive a reduction in overall fees. Additionally, J.P. Morgan is pleased to provide the City with a service fee credit of $10,000'to be applied to analysis for use over the initial (3) year contract period, as well as an enhanced managed earnings credit rate of o.6o %2, which is significantly higher than the bank's current Earnings Credit Rates. Page H J P. Morgan While price is always an important consideration for our clients, determining what constitutes the best value can sometimes be a challenging proposition. A botched implementation, inadequate service, inferior technology or a reactive relationship can easily eliminate any short-term savings provided by a low -cost provider. We are attuned to this challenge and believe that J.P. Morgan will continue to provide the City of Santa Ana with the best overall value. By remaining with J.P. Morgan, the City of Santa Ana is assured a stable, consistent and reliable business partner that will cost - effectively provide banking services and innovative technology solutions to the City, accompanied by an industry- leading focus on client service and support. We are excited at the opportunity to continue a long -term relationship with the City and are confident that we have provided a competitive proposal for your consideration. Should you have any questions about pricing or other information contained herein, please do not hesitate to contact us. Respectfully, Izerwin P. Deese Jason Johnson Marilyn Hardney Vice President Vice President Associate Relationship Manager Treasury Mgmt. Officer Client Service Professional Government Banking Government Banking Government Banking 1 - Additional details can be found in Section V. Cost of Providing Services (Fees) - A. on Page io8 2 — Please see Section V, Cost of Providing Services (Fees) — B. 2. on Page tog. Page ill J.P. Mor, an Executive Summary Strengthening our Partnership with the City of Santa Ain a We are honored to provide the City of Santa Ana ( "City ") with our proposal for banking services. For the past six (6) years, it has been our pleasure to serve as the City's primary banking provider and we look forward to continuing this valued relationship for many years to come. Our history and knowledge of the City's banking needs will help ensure an efficient and effective relationship that continues to provide exceptional service at the best value to the City and its constituents. We are excited at this opportunity to strengthen our relationship with the City of Santa Ana. Cure Ranking Solutions J.P. Morgan's Treasury Services line of business is a leading full - service provider of innovative payment, collection, commercial card, liquidity management and information channel solutions to governments and municipalities across the globe. The City fully subscribes to numerous J.P. Morgan treasury products in order to support your day -to- day banking requirements including: ACH for Payroll, Image Cash Letter, Cash Vault and Branch deposits, and fraud protection services such as Positive Pay and ACH Debit Block. You are provided with web -based decisioning tools and other electronic options to facilitate the Finance Department in carrying out the daily responsibilities of overseeing and managing cash for the City. As the City looks at the opportunity to centralize additional financial products with a single bank, we are pleased to provide information for the optional services listed within the RFP: r. Merchant Card Services — While our wholly owned subsidiary Commerce Solutions serves as the processor for a portion of the City's current merchant processing business, we stand ready to competitively process the remaining transaction volume not processed today. 2. Corporate Credit /Purchase Cards — We are providing our recommendation for moving your current program over to J.P. Morgan to benefit from increased efficiencies, immediate online reporting for transaction details and a generous rebate program to provide additional revenue to the City as the program grows. Additional and Other Services — J.P. Morgan proposes additional services that based on our understanding of your banking requirements may be a good fit in the future. We look forward to the opportunity to discuss these in further detail. Page iv JT Morgan Creating Cost Efficiencies Our relationship pricing is reflected in Attachment E, with reductions in certain cost categories, such as ACH debits and credits, eLockbox, and Image Cash Letter line items. The City will also note that due to increasing costs industry -wide associated with cash deposits through both vault and branch locations, we have adjusted a couple of line items upward. We provide details on pg. 24 on how the City can mitigate these increases as we work with you to improve your current bulk cash and coin deposit process. Overall, our proposal should provide the City with a net annual improvement in overall associated bank fees that will continue to be able to be offset by an enhanced ECR rate as outlined within the proposal. Technology Leadership J.P. Morgan continues to hire and invest in its Government business, including its people and processes. This commitment assures the City that J.P. Morgan will be here, in close relationship, as the City's needs evolve and grow over time. As the City conducts its analysis, it is important to note that our Chairman, Jamie Dimon, has made the commitment to invest more than $x billion in the bank's core Treasury Services. We continually leverage technology to enhance our products and services while keeping a keen eye on increased security measures and cyberfraud prevention. For the City, this means delivering new platforms, intensified security for your protection, J.P. Morgan ACCESS Online as well as other innovative products like mobile banking and card chip technology. • J.P. Morgan's treasury products and operations are wholly owned by the bank — a key differentiator. This translates into complementary, integrated solutions for the City that is designed for ease of use and a consistent look and feel. It also provides for cost efficiency and timely enhancements, as well as maintaining tight quality and security controls. As part of our commitment to help increase cybersecurity awareness and fraud prevention, we host webinars and offer guidelines, tools and services the City can use to help protect your organization. Additional details can be found by visiting https://wwwjpmorgan.com/pages/insights/governments Gage v JY MiJi`gan Comprehensive Solutions and Project Management Our proposed banking services and any new solutions offered are based upon our collective analyses, listening carefully to the City's feedback, asking questions, understanding your specific needs and requirements, and direct hands -on experience. Retaining J.P. Morgan as your banking provider means no disruption of services and a major cost avoidance associated with a significant and lengthy migration. For new add - on services, we assign an implementation project manager to serve as the primary lead throughout the project. Your local relationship team also remains actively involved as key participants every step of the way to assist in developing a Scope of Work and serve as a point of escalation. Experience in the Public Sector For more than three decades, J.P. Morgan Government Banking has maintained an unwavering commitment to empower public sector agencies with financial tools to help them control costs, optimize cash flow, manage resources and make informed decisions. Our commitment is rooted in a shared belief that efficient and responsive public administration is essential to serving the needs of individuals and communities. Nationally, our group serves 44% of the largest state and metro areas, and we are proud to include the City of Santa Ana in J.P. Morgan's family of top -tier Government clients. We are the only institution with a formal Government Industry Council of bankers and experts from across the country that collaborate to share best practices and identify trends at the local, state and national level. This knowledge then accrues to each of our clients via our local banking teams, client webinars and other channels. Conversely, the Council presents ideas directly from our clients to our product teams and senior management to encourage new product innovation. This collaboration helps ensure that our products remain aligned with your unique financial, operational and regulatory requirements. Financial Strength and Stability The City requires the highest degree of safety for financial assets entrusted to your banking services provider. Our financial strength allows us to invest in the people, processes and technology necessary to provide you with banking services that provide long -term, enduring value and meet the needs of the City and the citizens you serve. Page vi J T Morgan J.P. Morgan has developed and maintained strong financial discipline throughout fluctuating market conditions. We follow sound accounting standards, provide transparent public reporting, and offer first -rate information management systems. We have the financial stability to provide a broad, complete and high - quality set of products and services while leveraging the benefits and efficiencies that come with economies of scale. During the economic downturn, government clients sought J.P. Morgan as a safe harbor for funds, as evidenced by a steady increase in government deposits during that period. Conclusion J.P. Morgan's strong working relationship with the City of Santa Ana allows us to anticipate your needs and requirements as we continue to design and develop the products and services offered to you. We have thoroughly reviewed the City's RFP and are confident in our ability to meet and exceed your requirements as demonstrated throughout our response. You have our deep commitment that the City of Santa Ana will continue to receive our personal attention each and every day, and that we will continue to strive to exceed your expectations. We thank you for your consideration and the opportunity to continue as your full service relationship bank. Page Al J.P. Morgan Include a clear identification of the material by section and by page number. A. Letter of Transmittal ................................. ............................... ii ExecutiveSummary ................................................... ............................... iv B. Table of Contents ......... ............................... ...........................viii C. Financial Banking Institution Profile ......... ............................... 1 BankOverview, ......................................................................................... 1 Relationship Management ............................................ ..............................6 D. Allocation of Resources .......................... ............................... 15 E. Bank Compensation (Fees) ..................... ............................... 16 F. Scope of Work and Time of Performance . ............................... 33 III Scope of Services .................................................. .............................33 IV. Time of Performance ......................................... ............................... 108 V. Cost of Providing Services (Fees) ......................... ............................... 108 G. Client References .................................. ............................... 115 H. Certification of Proposals ...................... ............................... 122 LegalComments ....................................... ............................... 123 Other Required Attachments ..................... ............................... 127 Proposer's Cover Sheet (Attachment 1) ..................... ............................... 128 Proposer's Signature Sheet (Attachment 2) ............... ............................... 129 Company Information Form (Attachment 3) .............. ............................... 130 Page viii J P. Morgan Appendix 1. Bank Qualification Overview Appendix 2. Availability Schedules Appendix 3. J.P. Morgan ACCESS Online Sample Reports Appendix 4. ARP Input Output File Specifications Appendix S. ARP Sample Reports Appendix 6. CIB Resiliency Plan Overview Appendix 7. Financial Proposal Appendix S. Sample Billing Statement Page ix J.P. Morgan Bank Overview General overview of Bank, customer service philosophy. Describe how you measure and evaluate the quality of your services. J.P. Morgan is required to know its customers and adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness, to fight against the funding of terrorism, money laundering and sanction related activities, and to perform certain transaction screenings. This means J.P. Morgan will request information about the City and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with these policies and procedures. This is an ongoing requirement and the provision of services pursuant to this Proposal and any additional products or services that maybe requested is subject to and conditioned upon the ongoing satisfaction of these policies and procedures and compliance by the District with applicable law with respect to the services provided and with J.P. Morgan's policies of which the City is informed. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. JPMorgan Chase & Co. (JPMorgan Chase) is a financial holding company. Principal bank subsidiaries are JPMorgan Chase Bank, N.A., a national banking association with branches in 23 states, and Chase Bank USA, N.A., also a national association bank that is the firm's credit card issuing bank. JPMorgan Chase Bank, N.A. is wholly owned by JPMorgan Chase & Co. JPMorgan Chase is a leading global financial services firm with assets of more than $2.4 trillion. The firm is a leader in investment banking, financial services for consumers, small businesses, and commercial banking, financial transaction processing, asset management and private equity. A component of the Dow Jones industrial average, JPMorgan Chase & Co. has its corporate headquarters in New York. The firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under the J.P. Morgan and Chase brands. Information about the firm is available on the Internet at www.jpmorganchase.com. Our leadership position is illustrated by our top rankings in a number of transaction categories (Ernst & Young, 2015): Page I JT Morgan • Same -day transfer (Total) • Same -day transfer (CHIPS) • Wholesale /Wholetail Lockbox remittances • Check Clearing (Image cash letter check clearing) • ACH originations (Debit, Credit and Total) • Check clearing (deposited paper items, remote deposit items, remote deposit scanners) • Same -day transfer (Fedwire transactions, Book transfers) • Information reporting (2014 revenue, Total accounts, Internet accessed accounts) • Account reconciliation (checks reconciled) • Coin and Currency (2014 revenue) • Controlled disbursement (checks paid) As of June 30, 2o16, JPMorgan Chase & Co. has: • Headcount of 240,046 employees worldwide. • Market capitalization of $224.4 billion. • Deposits of $1.3 trillion. • Loans of $ 872.8 billion. • Total stockholder equity of $252.4 billion. • Tier 1 and total risk -based capital ratios 13.9% and 16.3 %, respectively. Ratios are calculated under the Basel III Standardized Transitional Approach and represent the Collins Floor. Both JPMorgan Chase & Co. and the bank are managed on a line of business basis. The business segments presented in the following figure reflect the current organization of the firm. There are four major business segments: • Consumer & Community Banking • Corporate & Investment Bank • Commercial Banking • Asset Management Page 2 JT Mor an The segments are based on the products and services provided or the type of client served. The services required to meet City of Santa Ana's requirements will be provided through our Commercial Banking line of business via our Government Banking group which is part of the Middle Market Specialized Industries vertical. The City's relationship will continue to be managed out of the firm's Southern California Commercial Banking headquarters located in Irvine, CA. JPMorgan Chase & Co. Lines of Business JP0.lor yan Chase • Middle Market • Global Banking Investment Management • Consumer 771 •Card Services • Invesben! •Fixed Income ' Carporale Banking/ Banking Markets Client Banking • Global Wealth Chase Wealth — Credit Card Management Management — Merchant • Treasury • Equity Markets • Commercial Services Serviced Term Lending • Business •Securities Banking a Auto and • Lending Services •Real Estate Student Banking • Credit ArttuslmeMs and Other Figure E a 1915 1947 1895 w+* Mw C+ so mW u 1955 1848 , Perpo+t MS zu J r`t. ,a 1799 Trx Wxiq"e•.a row*• :. Itvb uaa� »«; wra•na me ir. «,• a.u, Tra e,,. aeon•., Nae«avor Pawn. ROne mWar V,.I +usnrv- wacNrw vn dm<M,ev?+.an 1996 Tt»Mmmnm dmacrox J PJ ft WK:1 ai5ro mmwp.x «paw.mas riles ca*m,•y w�um canP «et4d?ar.w Monnaninea+N P xbdatb Cn. nrv�kv6rwxn ksm+ Fuano,sm Maahanan C+wm bt Jvaan 9aox kxacr kaEt a. xel ..� co+PUry' mn9 ara _ m4en aaw w rtre vaWot ttp.mK d Gas» -» rooae a 14 EtwM TPe Cnwnm'6aa - _ aee�aY.wru E.. 1824 1if it 1893 1908 1929 1968 1980 2008 ! P IVoW 4 poem J P bbrgar? a � T.0i*, tawdas Ewaa+a+. Mm PMy "Vanant fa SnaNt1.5. pMerexs,.ra neNNpne me,ge aeysan�mft reo.Mip nyrra4bcr�zb Qvu rc+er Mb�,q ,mwras aus sb tOE �a lam Cmp N,rtnma� KKMartm+i attun 4abOVG4+M.W mvwyu Va owx e•a,T4T 9•nkb Trvn?.a me+x tl'rsrv+v�<ex r+a!^AM g4kc aM.a Vrapn tM yMrceuaaa ai rn Eurobhwe Kq?r40.md &mk O'b @qx S�6XlM Figure 2 Page 3 J.P. Morgan 3. Provide Bank's current long -term debt rating (Moody's /S&P /Fitch) and current capitalization (defined as combined capital, less borrowed capital and surplus). J.P. Morgan is routinely rated by industry experts Moody's, Standard & Poor's, and Fitch. Ratings are shown below. JPTMorgan Chase & Co. Credit Ratings — October 14, 2016 13.2% 13.4% Total Capital Ratio 14.4% " Tier 1 Leverage Ratio : •�� r's Fitch Long -term issuer rating A3 A- A+ Short -term issuer rating P -2 A -2 Ft Senior unsecured A3 A- A+ Subordinated debt Baal BBB+ A These credit ratings are provided for information purposes only. Credit ratings are solely the opinions of the rating agencies. J.P. Morgan does not endorse, and accepts no responsibility for, the credit ratings issued by the rating agencies. Credit ratings may be changed, superseded or withdrawn by the rating agencies at any time. The table below presents capital ratios for JPMorgan Chase Bank, N.A. as of June 30, 2o16 and December 31, 2015, under the Basel III Standardized Transitional Approach and represent the Collins Floor. Required Information Common Equity Tier One Capital Ratio June30,2o16 13.2% December31,2015 13,4% Tier 1 Capital Ratio 13.2% 13.4% Total Capital Ratio 14.4% Tier 1 Leverage Ratio 8.9% 8.9% As of June 30, 2o16 and December 31, 2015, JPMorgan Chase & Co. and all of its banking subsidiaries were well - capitalized and met all capital requirements to which each was subject. Please see Appendix 1 for bank qualifications response. Page 4 J. P 1V or an 3. Provide a report /statement Indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? The bank's client services and technical support teams monitor a number of indicators to measure network availability and response speeds. Statistics are gathered monthly and reported quarterly on both portal availability and application availability on the portal. Through June 2016, ACCESS Online uptime was 99.91 %. Calls to the help desk also are monitored and client - impacting events are identified and escalated as quickly as possible. Regularly scheduled maintenance windows are excluded from the availability calculation. Each weekend, maintenance on the portal may be conducted from 5:00 P.M. PT Saturday until 3:0o a.m. PT Sunday. During the maintenance window, users may not be able to access the portal. Data delivery goal times are monitored continuously to help achieve aggressive availability schedules. J.P. Morgan's client services and technical support teams are central information sources regarding delays and access difficulties. If a prolonged outage occurs, the J.P. Morgan ACCESS Online home page will provide a broadcast message on access and data availability. In addition, your dedicated client service professional may also notify the City regarding any delays. If the daily notification will be delayed, message banners will be broadcast on J.P. Morgan ACCESS Online. If a reporting delay occurs, your client service manager can report inclearing totals to you. 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. J.P. Morgan has four full service banking center locations within the City of Santa Ana. Santa Ana Main will be the closest location to the City, located at 130o N. Main Street, Santa Ana, CA 92701. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. Branch hours are subject to change and will be posted at each branch location. Page 5 JT Mor; an S. Describe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. J.P. Morgan's capital strength allows us to invest in technology to meet clients' changing needs. We continue to invest in enhancing our cash management and treasury liquidity capabilities, expand our global footprint and reinvest in technology solutions. The firm continually looks to technology to enhance the solutions we provide, as well as reduce processing costs and increase operating efficiency. While explicit research and development costs are not disclosed, J.P. Morgan's technology expense, which includes technology, communication and equipment costs, was $9.o billion in 2015, of which one -third of spend was on new investments Key areas of focus for the firm include electronic payments, efficiency and automation initiatives, global payments, and cybersecurity and fraud prevention. We will keep the City informed of these developments and look forward to discussing any new products and services that may benefit the City and its constituents. Relationship Management This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). 1. Provide names, titles, telephone numbers, fax numbers, and a -mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilities will be. The City will continue to benefit from the support of their current Relationship Team. Biographies for each of the relationship team members are included below. � r Responsibilities Role Relationship Manager Address 3 Park Plaza, Suite goo Irvine, CA 92614 Phone (949)$33 -4o6t Fax (949) 833 -4737 Email kerwin.p.deese @jpmorgan.com Kerwin will continue to lead the City's banking team focusing on the quality delivery of our services. He will continue to: • Serve as your primary point of contact for the bank's full capabilities • Recommend products and services that meet the City's needs and goals, including financing solutions, treasury management and other banking services • Oversee delivery of products and services including financing, treasury services and other financial services • Address your overall satisfaction with the J.P. Morgan banking relationship Kerwin's colleague, Heather Usiski, will serve as a back -up Relationship Manager to the City. She is also located in the Irvine office and can be reached at 949 -833 -4379 or heather.d.usiski @jpmorgan.com. Biography Kerwin P. Deese has over 13 years of banking and account management experience and is focused exclusively on public sector clients in Southern California. He primarily serves large municipalities, counties and water districts in the region, and provides financial consultation on financing solutions, treasury management and other banking services. Kerwin previously served as a banker and commercial credit officer to the middle market where he provided treasury and financing solutions to help his clients streamline their operations and grow their businesses. His cash management and credit underwriting experience allows him to be a valuable resource in helping his government clients with operational efficiency and risk management initiatives. A graduate of Florida State University, Kerwin holds a double major in Multinational Business Operations and Marketing. He is active with the California Municipal Treasurers Association, California Society of Municipal Finance Officers, California Association of County Treasurers & Tax Collectors and Association of California Water Agencies. 2014- Present Vice President, Relationship Manager, JPMorgan Chase Bank, N.A. • Government Banker and Relationship Manager to public sector clients in Southern California. Page 7 J.P. Morgan 2009 -2014 Vice President, Relationship Manager and Commercial Loan Officer, American Business Bank Commercial Banker focused on advising, banking and lending to middle market companies throughout Southern California. Served in an advisory capacity to C -level executives, taking a consultative approach to helping grow middle - market companies including discussions regarding operations, trend analysis, revenue forecasting, overhead, margins, and ROI analysis. Responsible for underwriting C &I and real estate loans, negotiation of legal documentation and performing due diligence on commercial credits. 2003 -2009 Vice President, Business Banking, Wachovia Bank N.A. Specialized in banking small to lower middle- market companies in the North FL /Greater Los Angeles markets. .._. ............ - - --- ..._.. 2000 -2003 Account Executive, Golin /Harris International Responsible for the development and implementation of branding, marketing and public relations strategies for a wide range of clients including state governmental agencies, large non- profit organizations and publicly -held companies. Page 8 JYMorgan Responsibilities Role Treasury Management Officer Address 3 Park Plaza, Floor 9 Irvine, CA 92614 Phone (949) 833 -6637 Email jason.11.johnson @jpmorgan.com Jason will continue to assist the City in resolving working capital and efficiency challenges by providing information and offering ideas from the J.P. Morgan's. Treasury Services team. He will continue to: • Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist the City in realizing day -to -day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends • Monitor the City's implementation for successful service delivery Biography Jason Johnson is the treasury management officer that supports public sector entities in Southern California. He has over 8 years of financial industry experience focusing on relationship, implementation and project management with enterprise level clients. Through a background that includes treasury and credit card processing, he has a deep understanding of the security and data protection requirements for the Government, Not - for -Profit and Healthcare space. Prior to joining JPMorgan Chase, Jason held positions including; Manager of Product and Implementation leading a team of 8 product and implementation managers, Implementation Manager, Mortgage Loan Officer, and has been a small business owner. 01/2016 — Present Vice President, Treasury Management Officer, JPMorgan Chase Bank, N.A. • Primarily responsible for strategic account and cash management planning for Government clients in Southern California • Work alongside state, county and municipalities to strategize short and long term solutions • Treasury product resource for clients, partners and associates 01/2013 - 01/2016 Sr. Implementation Project Manager; J.P. Morgan • Primarily responsible for the successful onboarding of new clients to the bank for all core treasury products and services in the Government, Healthcare, Not - for - Profit, and Higher Ed space • Ownership of the client experience to ensure a successful transition to ongoing support with Client Service • Experienced leading large, complex development projects with high visibility throughout the organization Page 9 J.P. Morgan 07 /2008 -01/2013 Manager, Product and Implementation; Trust Commerce • Led implementations of several large high revenue merchants with a focus in Healthcare and Non -Profit vertical markets • Assist clients with identifying and resolving all technical issues related to complex technical designs and implementations • Managed and created technical requirements and documentation for development and professional services projects • Subject Matter expert on all company and industry products including functional understanding of first -in -class API's, web and point -of -sale security tools, PCI requirements, and web based Vault product Page 10 J P. Morgan Responsibilities Role Senior Client Service Professional Address tot North Central Avenue, Floor 21 Phoenix, AZ 85004 Phone (602) 221 -1036 Fax (866) 917 -3954 Email marilyn.k.hardney @jpmorgan.com Marilyn will continue to serve as the primary point of contact and as a proactive resource for the City's banking services needs. With her understanding of all aspects of J.P. Morgan's Treasury Services' product functionality and technology, Marilyn will facilitate the timely resolution of all service issues. For day -to -day matters, she will continue to: • Resolve the City's inquiries including credit /debit confirmations, cancellations of payments, amendments of payment instructions, funds transfer inquiries and other treasury services matters • Identify and resolve operational issues in a timely manner • Share her specialized knowledge of fraud prevention tools and provide advice on asset and data protection strategies • Facilitate the opening of additional accounts Marilyn works with a team of client service professionals who will provide consistent, reliable and timely service support. Claudia Vickers will serve as the City's secondary client service contact and can be reached at 602 -221- 1209 or claudia.vickers @jpmorgan.com. Biography Marilyn Hardney has over 20 years of experience with J.P. Morgan and has held several positions across the organization. She is committed to providing value -added service and has effective problem - solving skills. Additionally, her knowledge of fraud prevention products will provide you with excellent direction on how best to protect your organization. is a graduate of LeTourneau University and holds a bachelor's degree in Business Management. 2000— Present Senior Client Service Professional, JPMorgan Chase Bank, N.A. • Respond to all routine and complex requests related to client's account and complex treasury products /services. • Identify fraud prevention products and services that benefits clients and inform them of these products and services. • Establish and maintain consistent interaction and communication with clients. Page 11 JY Morgan 2. Provide resumes of the Management Contact with the City and the Project Manager. Please see our response to question #i above for the detailed resumes of the City's relationship team. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to- day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. The City will continue to be offered a unique, coordinated approach to client support by being provided with a dedicated client service professional, access to our Technical Solutions Group, and an online through our Support and Community section within ACCESS Online. This unique, hybrid model is designed to provide you premier service through the ability to reach the right professional quickly. • Marilyn Hardney, the City's client service professional (CSP) is a member of the Client Service team dedicated to serving the bank's Government clients. Marilyn is an advocate for your organization who will work with you to handle complex issues and provide resolution on service- related inquiries. In addition to Marilyn and your back -up client service professional, Claudia Vickers, the Commercial Banking Service Center is staffed with CSPs who can help with routine requests from 5:0o a.m. to 5:00 p.m. PT Monday through Friday. The Technical Solutions Group supports routine transactional and technical issues, and will provide the City consistent, reliable access to service consultants who understand your organization. Our service centers are open to support your organization requirements during and after normal business hours, and are staffed with bilingual product experts. • The Support and Community tab in ACCESS Online provides real -time instructions, tutorials, and videos and acts as a self -serve knowledge resource for clients using our ACCESS Online banking platform. Page 12 J. C. MVrE'_ Kan J.F. Morgan Government Banking: J.P. Morgan's Government Banking practice is a group of over 450 professionals, including bankers, treasury service professionals, credit specialists, client service experts, and administrative and sales support personnel who are dedicated to serving the government sector. This team is part of our Commercial Bank's Middle Market & Specialized Industries group and supports more than 2,350 active State, County, and Municipal customer relationships in more than 28 states. As of June 30, 2015, these clients represent more than $45.9 billion in public funds on deposit. At the highest levels of our firm, J.P. Morgan views our work with governmental agencies as a core element of our long -term vision. Our experience in this sector provides us with a unique perspective that allows us to consistently find ways for our clients to achieve greater efficiency, reduce costs, and improve the experience for your constituency. JPMorgan Chase Bank, N.A. is a qualified depository for public funds in California, cementing our commitment to the State of California and to the unique needs of its counties, cities and other public agencies. And, through your relationship manager, IZerwin Deese, the City has access to J.P. Morgan's entire product offering including credit, asset management, purchasing card, investment banking and other financial services that can help you achieve a range of strategic objectives. Page 13 JY Mor an ATTACHMENT 4 SUMMARY SHEET - RFP No. 16 -111 Firm Name: J.P. Morgan Chase Bank N.A. Firm Parent or Ownership: J.P. Morgan Chase & Cc Firm Address: 1111 Polaris Parkway Columbus OH 43240 Firm Telephone Number: (949) 833 -4061 Firm Fax Number: (949) 833 -4737 Number of Years in Existence: 200+ Management Contact (person responsible for direct contact with the City of Santa Ana and services required for this RFP): Name: Kerwin P. Deese Telephone Number: (949) 833 -4061 Fax: (949) 833 -4737 Email: kerwin.o.deese(o).iomorgan.com Title: Vice President Project Manager (Person responsible for day -to -day servicing of the account): Name: Marlyn Hardney Title: Client Service Professional Telephone Number: (602) 221 -1036 Fax: (866) 917 -3954 Email: marilyn.k.hardneyp iomorgan.com City of Santa Ana — Banking Services Page 26 Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your firm and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. We value this opportunity to continue to work with City of Santa Ana. Your organization will continue to benefit from our commitment to foster a long - lasting client relationship. Our exceptional service and forward - thinking approach to product and service innovation anticipates your organization's future needs. The City can expect us to continue to leverage technology to serve and empower you with sophisticated and efficient services. A key benefit of retaining J.P. Morgan as the City's primary bank is that, as a current client, no implementation will be required. As such, we have not included a project schedule as part of our response. If the City chooses to implement any additional value - added services, the same project management approach that was executed when J.P. Morgan first won the initial bid will also be applied to any additional products or services implemented. Please refer to section U., Additional and Other Services, for detailed information on value -added services. J.P. Morgan applies a project management approach and discipline when implementing complex solutions to deliver your recommended solution swiftly and efficiently. For each new project, a detailed project schedule will be provided as part of the existing project methodology and an implementation project manager will be appointed as needed. They would be your primary point of contact and will have end -to -end ownership and accountability for your implementation. As a part of their overall responsibilities, a project charter will be developed to outline the scope of the implementation request, and a project plan will be created to manage the overall project within the bank on your behalf. The project plan will clearly define the tasks, roles and responsibilities, time frames and project status. Our team follows a proven, structured project management discipline in the execution of products and services, which includes five key phases: Initiation; Requirements and Planning; Documentation and Service Setup; Testing; Go Live and Closure. Additionally, every aspect of the implementation of any new products or services is closely documented to confirm that all pertinent information is effectively transferred over to the relevant service and support staff and to your dedicated client service professionals. Page 15 J.P. Morgan Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory "COST /BM PROPOSAL FORM "is shown in Attachment 6, 6A & 6B. In the attached pricing proposal, the City will notice that we have made an effort to remain as competitive as possible by reducing pricing where feasible. We have made pricing reductions to 13 line items including ACH, eLockbox, and Image Cash Letter products. With these adjustments, the City should see a noticeable reduction in these fees on an annual basis. Additionally, due to the increasing costs associated with the handling and depositing of cash through both Vault and Branch locations, we have adjusted two line items to account for these rising costs. These changes are made to account for the manual non- standard processing of both bulk coin and strapped currency deposits. As your solutions provider, we will work with the City to refine your current process for depositing bulk coin and strapped currency to ensure it follows the Fed's recommended guidelines for standard processing. (Please see page 39) By making a few simple changes, your deposits will follow the standard process for bulk cash and coin deposits which should reduce the costs for processing these deposits. We have provided two pricing scenarios below to assist the City in identifying impacted service codes. We provide additional details under the Vault Deposit section on page 39 on how the City can mitigate these costs as we work with you to improve your current bulk cash and coin deposit process. Finally, we have provided two attachments to the Cost /Bid Proposal for additional pricing details around treasury services and products: t. Comprehensive Fee Sheet — Inclusive of all line item pricing including the Additional Services we have provided in our response. 2. Annualized Proforma — This pricing sheet provides the new line item pricing along with the adjusted volumes for the depositing of bulk coin. The City will notice a savings associated with following Fed - standard processes. Page 16 J.P. Morgan Scenario dl: Current Process, New Pricing Service Description Quant. Current Fee Current Sub New Fee New Sub 7640 - Credit Posted- Elearcruc 5,943 50.2000 $1,188.60 $0.1500 $891.45 7641 -Debit Posted- Electronic 3,692 SO.2000 $738.40 SO.1500 5553.80 1014 - Account Statement -Paper 24 525.0000 $600.00 S10.ODW $240.00 2742 - ACH Credn Originated -ACCESS 47,387 $0.0400 $1,895.48 $0.0300 $1,421.61 2744 - ACH Debit Originated - ACCESS 212 $0.0400 $8.48 $0.0300 $6.36 2732 - elockbox File Prccesnng 250 $10.0000 $2,500.00 $6.WDO $1,500.00 5489 - eLockbox Maintenance 12 $50.WW $600.00 $25.0000 $300.00 5490 - eLockbox Transaction Received 36,006 $0.1000 53,600.60 $0.0400 $1,440,24 5491 - eLockbox Transaction Reformat 36,006 $0.0500 $1,800.30 $0.0200 $720.12 746 -ICL On Us Premium 21,209 50.0500 $1,060.45 $0.0400 $648.36 6041 - ACCESS Accounts Reported 52 $35.0000 $1,820.00 $15.0000 $780.00 1482 - Vault Deposii Sid S, rap - Note 98,100 50.0060 $588.60 $0.0040 $392.40 I436- Vault Dep NonStd Strap - Nate 170,853 $0.0016 $273.36 $0.0100 $1,708.53 1506 -Vault Dep Partial or Mixed Sag)Com) 4,038 $I.0000 $4,038.00 $3.0000 $12,114.00 1525 - Vault Deposit Sid Coin Bag 19 $1.0000 $19.00 $1.0000 $19.00 Total $20,73L27 $22,935.87_ -- fast D411wenre $2,204,60 Scenario 42: New Process, New Pricing Service Description Quantit Current Fee Current Sub New Fee New Sub 7640 -Credit Posted- Electronic 5,943 50.2000 $1,188.60 $0.150) $891.45 7641 -Debit Posted- Electronic 3,692 M200D $738.40 50.1500 S553.80 1014 - Account Statement -Paper 24 $25.0000 56MOO $10.0000 $240.00 2742 - ACH Credit Originated - ACCESS 47,387 $0.0400 $1,895.48 $0.0300 $1,421.61 2744 -ACH Debit Originated- ACCESS 212 $0.0400 $8.48 50.0300 $6.36 2732. eL0ckLOx File Processing 250 510.000D 52,500.00 $610000 $1.500.00 5489 - eLockbox Maintenance 12 $50.00W $60100 $25.00DO $300.00 5490 - eLockbox Transaction Received 36,006 $0.1000 53,600:60 $0,0400 S1,440.24 5491 - eLockbox Transaction Reformat 36,006 50 -M $118W.30 50.0200 $120.12 746 -ICLCm Us Premium 21.209 $0.05W $1,060.45 S0.04W $848.36 6041 - ACCESS Accounts Reported 52 535.00D0 $1,820.00 515.0000 $780.00 1482 - Vault Deposti Std Strap -Note 170,853 SO.WW $1,025.12 $0.0340 568141 2486 - Vault Dep NonStd St rap -Note 98,100 $0.0016 $156.96 50.0100 $981.00 1506 - Vault Dep Partial or Mixed Bag (Coin) 1,623 SL0000 51,623.00 $3.0000 $4,869.00 1525 - Vault Deposit Std Coin Bag 2,434 SI.OWO $2,434.00 $1.0000 $2,434.00 Total $21,051.39 $17,669.35 Cost Differenre ($3,382.04) Page 17 J.P. Morgan ATTACHMENT 6 COST /BID PROPOSAL FORM - RFP No. 16 -111 Banking Services - Cost /Bid Proposal PROPOSER'S NAME: J.P. Morgan Complete Attachments 6A & 6B City of Santa Ana Bank Analysis Statistics (12 Month Totals Ending July 2016 ) 1. Enter Proposer's Annual Cost /Bid Unit Pricing by AFP Service Code (6A & 6B). 2. Compute and Enter Extended Unit Price Subtotals & Combined Total (6B). The Work is to be done in strict conformity with the Agreement BeewReRts(as defined in Attachment 2, as modified by the Bank) f8F the feliew Rg sum amounts reflected in Attachments 6A and 6B. Attach — Completed Mandatory ATTACHMENTS 6A & 6B showing Proposer's Cost /Bid Proposal Unit Pricing by AFP Service Code together with Extended Unit Price Subtotals & Combined Total based on City of Santa Ana Bank Analysis Statistics.* [Download, Complete and Return City of Santa Ana Annual Bank Analysis Statistics (12 Month Totals Ending July 2016) Spreadsheet.] * Mandatory Attachments 6A & 6B may be combined with a Proposer's supplemental Cost /Bid Proposal Statement addressing variable pricing factors and terms for requested or proposed ancillary services, etc. If awarded the Agreement, the undersigned agrees to sign a contract that incorporates the documents that comprise said Agreement(as defined in Attachment 2, as modified by the Bank) and f^.n;^ti the ety bORdg RRd insurance certificates within thirty (30) days after receipt of the notice of award of Agreement, and to begin work when directed by the City. It is understood that this Cost /Bid Proposal is based upon completion of work commencing on the date set forth in the Agreement issued by the City to the Proposer. In determining the amount bid by each bidder, the City shall disregard mathematical errors in addition, subtraction, multiplication, and division that appear obvious on the face of the Proposal. When such a mathematical error appears on the face of the Proposal, the City shall have the right to correct such error and to compute the total amount bid by said bidder on the basis of the corrected figure or figures. When an item price is required to be set forth in the Proposal, and the total for the item set forth separately does not agree with a figure which is derived by multiplying the item price times the Project Coordinators' estimate of the quantity of work to be performed for said item, the item price shall prevail over the sum set forth as the total for the item unless, in the sole discretion of the City City of Santa Ana — Banking Services Page 28 such a procedure would be inconsistent with the policy of the bidding procedure. The total paid for each such item of work shall be based upon the item price and not the total price. Should the Proposal contain only total price for the item and the item price is omitted, the City shall determine the item price by dividing the total price for the item by the Project Coordinator's estimate of the estimated quantities of work to be performed as items of work. The undersigned has checked carefully all of the foregoing figures and understands that the City of Santa Ana will not be responsible for any errors or omissions on the part of the undersigned in making up this Cost /Bid Proposal. If the bidder is a corporation, the Cost /Bid Proposal must be executed in the name of the corporation and must be signed by a duly authorized officer of the corporation or a national bank. If the bidder is a limited liability company, the Cost /Bid Proposal must be executed in the name of the company and must be signed by a duly authorized managing member of the company. If the bidder is a partnership or co- partnership, the Cost /Bid Proposal must be executed in the name of the partnership / co- partnership and one of the partners / co- partners must subscribe their signature thereto as the authorized representative of the partnership or co- partnership. If the bidder is a joint venture, the Cost /Bid Proposal must be executed in the name of the joint venture and must be signed by a duly authorized representative of the joint venture. PROPOSER: J.P. Morgan Signature Print Name Kerwin P. Deese Address 3 Park Plaza, Floor 09 Telephone (949) 833 -4061 Tax ID Numbers - Federal Date Title Vice President City Irvine State CA Zip 92614 Fax (949) 833 -4737 Email Kerwin.P. Deese @jpmorgan.com 13- 4994650 13- 4994650 State City of Santa Ana Business License Tax Certificate Number [Business License Tax Certificate No. must be provided orior to final issuance of Banking Services Agreement] City of Santa Ana — Banking Services Page 29 RFP No. 16.111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) AFP p P PRODUCT LINE AND DESCRIPTION SERVICE VOLUME PRODUCT LINE AND DESCRIPTION SERVICE I VOLUME UNIT PRIDE I$) EXTENDEOUNn CODE P UNIT RICE ($ I EXTENDED UNIT PRICE]$) CODE PRICE (S) DISBURSEMENT SERVICES RECONCILIATION SERVICES CHECK /DEBIT POSTED 010100 KDOW $ 56634 POSITIVE PAY MAINTENANCE 150030 24$UBLINK STOP PAYMENT ELECTRONIC 150410 Xmwo $ 250.00 EXCEPTION ITEM 150300 36$10000 5 R00 CHECK CASHING NON-AGOT HOLDER 150501 40-0 $ CHECK EXCEPTION RETURN 150320 6$50000 $ 3000 STOP PAYMENT AUTOMATIC RENEWAL 150510 52000Q $ 498.00 IMAGE CAPTURE PER ITEM 151351 21,877$00500. $ 1,093.85 PWS EXCEPTION NOTIF -ACCT 150721 p24$Q.Qmm 10.0000 $ OD ROM 151353 12 NB 00 $ 11K DELUXE 3RD PARTY PRINT SAO$ 150810 h,PHK —h $ CD ROM MAINTENANCE 151353 12$00000 $ IMAGE STORAGE PER ITEM 151300 $0:0200° $ 43154 FULL RECONCILEMENT MAINT 200010 24520.OW 5 4GL.1 PWS CHECK INQUIRY MAINTENANCE 151710 ': $ FULL RECONCILEMENT PER ITEM 200110 18.878 GUDN9 DATA DOWNLOAD 200201 $0.0000 }$ OATAENTRY MANUAL 200210 275},OpOQ. 5 5400 PWS RENCH REPORT /STMT MAINT 200306 mim S OUTPUT FILE 200301 282$0:0000" 5 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,815.11 6A EXTENDED UNIT PRICE SUBTOTAL 2 $ 15,532.68 ATTACHMENT 68 RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) ELOCKBOX MAINTENANCE 050030 12 05£0000 $ 300.00 ELECTRONIC FED DEBIT S/T 350104 173 $6.5000 5 1124.50 ELOCKBOX TRANSACTION RECEIVED 050030 361006. $0.0400 $ 1,440.24 ELECTRONIC BOOK DEBIT S? 350124 20 F.00pO $ 1,358.00 ELOCKBOX TRANSACTION REFORMAT 050311 3606 50.020tl $ 720.12 FED CREDIT S7 350300 194 $].0000 $ 1,358.00 TRANS REVIEW MAINTENANCE 260000 22 .$110000 $ 26000 BOOK CREDIT 350320 4 $3.0000 $ 12A0 ACH MAINTENANCE 250000 12$10.0009$ 120.00 FW SURCHARGE $10 MILLION +D /C 360531 8r $0.140D5 1,12 ACH MAINTENANCE 250000 59:10A000 $ 590.00 REPETITIVE INSTRUCTION STOP $50551 62 $0,0000 $ DEBIT ORIGINATED SYSTEM 250100 212 $0.0300 $ 6.36 ONLINE ACCOUNT MAINTENANCE CREDIT ORIGINATED SYSTEM 250101 4],33] 1 $0A300 5 1,421.61 ADDENDA RECORD ORIGINATED 260120 354 $0.0300 $ 1052 CLIENT MAINTENANCE 409988 12 $00.0000 $ 480.00 DEBIT RECEIVED 250200 3,220 ,DODO 5 ACCOUNT MAINTENANCE 409999 52 ISIl000 $ 1,820.00 CREDIT RECEIVED 250201 5690 $0:0000 S TRANS REPORTED 45 DAY 408999 33,490 6160tl $ 1,674.50 RETURN ITEM 250302 40 54.0000 $ 160.00 EXTENDED TRANSACTION DETAIL 409999 89,]36 5 ©,0000 $ ELOCKBOX RETURN - ELECTRONIC 250302 28$Z.500$ 70,00 PREMIUM ASSESSMENT FEE RETURN NOTIFICATION ONLINE 250400 39 }100405 39,00 NOTIFOFCHANGE ONLINE 250400 38 $0.000 $ wrentlV PREMIUM ASSESSMENT FEE 1 000230 1 264,344,230 188uISROin[s $ 2],1]6.50 DEBIT BLOCK MAINTENANCE 251060 26 $MOD) ACH AOAAUTHORIZEO ID 251061 A ..$;2000$ 49,00 NOTIFICATION OF CHANGE 2510]0 38 .:.S4A0005 159.D0 ELOCKBOX FILE PROCESSING 269926 250 `. $60000 $ 1,500.00 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6,924.95 COMPUTE COMBINED EXTENDED UNIT PRICE TOTAL 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,815.11 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 35,004.62 6A EXTENDED UNIT PRICE SUBTOTAL 2 5 15,532.68 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6,924.95 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 55,DD4.62 COMBINED EXTENDED UNIT PRICE TOTAL $ 27,277.36 J.P. MORGAN SERVICE FEE CREDIT$ (3,333.33) (YEAR I OF 3 YEAR CREDIT) LUSIVE OF CREDIT TO BE APPLIED TO ANALYSIS $ 23,944.03 City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price ACCOUNT SERVICES 250102 $0.0000 ACCOUNT MAINTENANCE 010000 $3.5000 ACCT MAINT - INT ADJ BAL 010010 $150.0000 STATEMENT CYCLES 010307 $2.5000 ACCOUNT STATEMENT - PAPER 010310 $10.0000 STATEMENT CYCLES - ENHANCED 010307 $3.7500 ACCT MAINT - LIQ MGMT 010010 $100.0000 DDA IMAGE STATEMENTS 010320 $0.0000 STATEMENT PHOTOCOPY 010320 $25.0000 AUDIT CONFIRMATIONS 010630 $0.0000 ARP PAID ITEM RETURN CREDIT 010101 $0.0000 ONLINE AUDIT CONFIRMATIONS 010630 $0.0000 CHECK IMAGE REQUEST 151352 $10.0000 CHECK IMAGES RETRIEVED 151352 $0.0500 OD NETTING MONTHLY MAINT FEE 600410 $50.0000 OVERDRAFT NSF ITEM RETURNED 150340 $38.0000 OVERDRAFT NSF ITEM PAID 150341 $38.0000 POST NO CHECKS MAINTENANCE 1500ZZ $3.0000 CASH CONCENTRATION MAINTMASTER 010020 $2.0000 CASH CONCENTRATION MAINT SUB 010021 $2.0000 CREDIT POSTED - ELECTRONIC 010101 $0.1500 DEBIT POSTED - ELECTRONIC 010100 $0.1500 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 250000 $12.0000 TRANS REVIEW FILTER EXCEPTION 250102 $0.0000 TRANS REVIEW REJECT - MANUAL 250302 $5.0000 PAYSOURCE ORIGINATED ITEM 250102 $0.1300 ACH MAINTENANCE 250000 $10.0000 CREDIT ORIGINATED 250101 $0.1300 DEBIT ORIGINATED 250100 $0.1300 DELETION /REVERSAL - MANUAL 250620 $30.0000 CREDIT RECEIVED 250201 $0.0000 DEBIT RECEIVED 250200 $0.0000 RETURN ITEM 250302 $4.0000 NOTIFICATION OF CHANGE 251070 $4.0000 RETURN NOTIFICATION - ONLINE 250400 $1.0000 NOTIF OF CHANGE - ONLINE 250400 $0.0000 ELOCKBOX FILE PROCESSING 259925 $6.0000 CREDIT ORIGINATED - JPM ACCESS 250101 $0.0300 Page 1 of 8 J.P. Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price DEBIT ORIGINATED - JPM ACCESS 250100 $0.0300 JPM ACCESS ACH MAINTENANCE 250000 $10.0000 ELOCKBOXC RETURN - ELECTRONIC 250302 $2.5000 ELOCKBOX NOC - ELECTRONIC 251070 $2.5000 DELETION /REVERSAL - ELEC 250620 $5.0000 ACH BATCH /FILE PROCESSED 250501 $15.0000 ADDENDA RECORD ORIGINATED 250120 $0.0300 NOTIF OF CHANGE - EMAIL 251070 $1.5000 RETURN NOTIFICATION - EMAIL 250400 $1.5000 NOTIF OF CHANGE - FAX 251071 $5.0000 RETURN NOTIFICATION - FAX 250401 $5.0000 ELOCKBOX IMPLEMENATION 251000 $1,000.0000 DEBIT BLOCK MAINTENANCE 251050 $3.0000 ACH ADA AUTHORIZED ID 251051 $0.2000 ELOCKBOX MAINTENANCE 050300 $25.0000 ELOCKBOX TRANSACTION RECEIVED 050300 $0.0400 ELOCKBOX TRANSACTION REFORMAT 050311 $0.0200 ELOCKBOX RETURN - MANUAL 050530 $12.0000 ELOCKBOX ADDENDA RECEIVED 250220 $0.0200 ELOCKBOX TRN REPAIR MAINT 999999 $95.0000 ELOCKBOX TRN REPAIR ITEM EDIT 999999 $0.5000 ACH ORIGINATED SAME DAY CREDIT 250101 $0.5000 ACH ORIGINATED SAMY DAY DEBIT 250101 $0.5000 ACCESS ACH CREDIT - SAME DAY 250101 $0.7500 TRANSACTION SUMMARY REPORT 250702 $10.0000 UPIC (ACH) PER ITEM CHARGE 050300 $0.2500 UPIC (ACH) MONTHLY MAINTENANCE 050030 $28.0000 BRANCH CENTER SERVICES BRANCH CREDITS POSTED 100000 $0.7500 BRANCH DEPOSIT - IMMEDIATE VERIF 100000 $0.0030 BRANCH DEPOSIT - BAGGED COIN 100012 $7.5000 BRANCH ORDER - COIN ROLL 100044 $0.1000 BRANCH ORDER CURRENCY STRAP 10004A $0.2500 BRANCH DEPOSIT IN NON STD BAG 100099 $2.0000 BRANCH DEPOSIT - POST VERIF 100007 $0.0018 BRANCH DEPOSIT ADJUSTMENT 100500 $0.0000 BRANCH ORDER PROCESSED 100040 $2.0000 DEPOSITORY SERVICES CREDITS POSTED 010101 $0.4709 Page 2 of 8 J R Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price CHECKS DEPOSITED - ON US 100220 $0.0400 CHECKS DEPOSITED - TRANSIT 100224 $0.0600 IMAGE GROUP ONE 100214 $0.0300 ON US STANDARD 100210 $0.0300 IRD PERIOD ONE 100214 $0.5000 FILE TRANSMISSION REC. - VPN 100210 $150.0000 IMAGE GROUP TWO 100214 $0.0300 IMAGE GROUP TWO - TIER 2 100214 $0.0300 DEPOSIT CORRECTION 100230 $7.5000 ON US PREMIUM 100210 $0.0400 IMAGE GROUP ONE - PERIOD TWO 100214 $0.0300 ICL DEPOSIT STANDARD 100200 $0.3000 IMAGE QUALITY SUSPECTS 999999 $0.2500 NON - CONFORMING IMAGE ITEMS 999999 $2.0000 ICL DEPOSIT EARLY 100200 $0.3000 RETURN ITEM 100400 $4.0000 RETURN MULTIPLE LOCATIONS 100430 $0.6000 RETURN ALTERNATE ADDRESS 100401 $2.0000 RETURN FAX COPY 100415 $2.0000 RETURN DETAIL REPORTING 100411 $0.3000 RETURN ITEM REDEPOSIT 100402 $8.0000 RETURN - EMAIL NOTIFICATION 100419 $1.0000 DISBURSEMENT SERVICES CHECK PHOTOCOPY RETRIEVAL 010610 $20.0000 CHECK CASHING NON -ACCT HOLDER 150501 $0.0000 CHECK/ DEBIT POSTED 010100 $0.0300 PAPER CHECK RETURN 159999 $0.1500 STOP PAYMENT - MANUAL 150420 $35.0000 STOP PAYMENT- ONLINE 150410 $20.0000 OFFICIAL CHECKS 150511 $10.0000 STOP PAYMENT AUTOMATIC RENEWAL 150412 $2.0000 DELUXE 3RD PARTY PRINT SVCS 150810 Pass - through IMAGE TRANSMISSION PER ITEM 151351 $0.0300 IMAGE TRANSMISSION PER TRANS 151354 $100.0000 IMAGE STORAGE PER ITEM 151351 $0.0200 PAYABLES WEB SERVICE CHECK INQUIRY MAINTENANCE 151710 $0.0000 PWS RECON REPORT /STMT MAINT 200306 $0.0000 PWS IMAGING MAINTENANCE 151350 $0.0000 PWS EXCEPTION NOTIF -ACCT 150030 $0.0000 PWS RPP EXCEPT REVIEW MAINT 150031 $30.0000 Page 3 of 8 J P. Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template. Service Description AFP Unit Code Price PWS EXTENDED REPORT RETRIEVAL 999999 $0.0000 PWS REVERSE POSPAY EXCEPTIONS 999999 $0.0000 STOP PAYMENT - ELECTRONIC 150410 $2.0000 DATA DOWNLOAD 200306 $0.0000 IMAGE RETRIEVAL PER RETRIEVE 151352 $3.0000 PWS IMAGE RETRIEVAL >91 DAY 151352 $5.0000 CONTROLLED DISB ACCT MAINT 150000 $150.0000 CONTROLLED DISB CHECK POSTED 150110 $0.2500 CONTROLLED DISB FUNDING 010112 $0.4000 CHECK PRINT MAINTENANCE 150040 $50.0000 1 -1,000 - $0.5000 CHECK PRINT PER ITEM 151810 1,000 + - 0.3500 CHECK PRINTING NON JPM 151810 $1.0000 CHECK PRINTING STMT PRINT 151830 $1.0000 CHECK PRINTING ADDL PAGE 151830 $0.2000 PRINT OUTSOURCING ADVICE PRINT 151870 $1.0000 PWS CHECK PRNT CASHIER'S CHECK 151810 $4.0000 PWS CHECK PRINT DIRECT ENTRY 151810 $2.0000 CHECK PRINT ONLINE MAINT 150040 $75.0000 TS PRNT OUTSRCING SETUP 151880 $5,000.0000 CHECK PRINT MANUAL PULL 151820 $35.0000 CHECK PRINT REGISTER FILE 151800 $10.0000 CHECK PRINT INSERT 151870 $0.0100 CHECK PRINT INPUT FILE 151800 $10.0000 CHECK PRINT FILE UPLOAD 151800 $10.0000 CHECK PRINT POSTAGE 151850 $0.4011 CHECK PRINT FOREIGN POSTAGE 151850 $0.8670 PRINT OUTSOURCING ENVELOPES 151870 $0.1300 PRINT OUTSOURCING SHIPPING BOX 151870 $2.3500 FUNDS TRANSFER SERVICES FW SURCHARGE POST 5PM RECEIPT 350599 $0.2600 FW SURCHARGE $10 MILLION + D/C 350599 $0.1400 ELECTRONIC BOOK DEBIT S/T 350124 $2.0000 ELECTRONIC FED DEBIT S/T 350100 $6.5000 ELECTRONIC FED DEBIT REPAIR 350102 $14.5000 ELECTRONIC CHIP DEBIT SIT 350110 $12.0000 BANK INITIATED FED DEBIT 350220 $200.0000 BANK INITIATED ACCOUNT DEBIT TRANSFER 350220 $200.0000 REPETITIVE INSTRUCTION STORAGE 350551 $0.0000 FED TRANSFER FEE 350599 $0.0000 Page 4 of 8 J.P. Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price CHIPS MESSAGE FEE 350599 $0.0000 BOOK CREDIT 350320 $3.0000 FED CREDIT SIT 350300 $7.0000 FED CREDIT REPAIR 350330 $14.5000 CHIPS CREDIT SIT 350300 $12.0000 MAIL DEBIT ADVICE 350412 $5.0000 MAIL CREDIT ADVICE 350412 $5.0000 DRAWDOWN FED DEBIT 350521 $16.2500 AUTOMATED PHONE INQUIRY 350560 $0.0000 INVESTIGATION ADVICE - ALL 350402 $0.0000 INV TRANSACTION - NOT CHARGED 359999 $0.0000 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 609999 $5.0000 FOREIGN CHECK DEPOSIT (GROUP 1) 609999 $15.0000 FOREIGN CHECK DEPOSIT (GROUP 2) 609999 $15.0000 FOREIGN CHECK RETURN (CAD) 609999 $25.0000 FOREIGN CHECK COLLECTION RETURN 609999 $20.0000 JPMORGAN ACCESS MONTHLY SERVICE 400610 $40.0000 ACCOUNT MAINTENANCE 40044Z $15.0000 TRANS REPORTED - 45 DAY 40066Z $0.0500 EXTENDED TRANSACTION DETAIL 40066Z $0.0000 ACCESS ACCOUNT TRANSFER MAINT 400699 $0.0000 ACCT TRANSFER MAINT 400699 $2.2500 JPMORGAN ACCESS MOBILE 150300 FREE RECONCILIATION SERVICES FULL RECONCILIATION - PER ITEM 200110 $0.0300 FULL RECONCILIATION - MAINT 200010 $20.0000 PARTIAL RECONCILIATION - MAINT 200020 $10.0000 PARTIAL RECONCILIATION - PER ITEM 200120 $0.0150 PAYEE NAME VERIFICATION 150122 $0.0300 POSITIVE PAY MAINTENANCE 150030 $0.0000 EXCEPTION ITEM 150300 $2.0000 PP NON RECON MAINTENANCE 150030 $8.0000 ISSUE INPUT WITHOUT RECON 200201 $1.0000 POS PAY WITHOUT RECON ITEMS 150120 $0.0000 ISSUE INPUT FILE WITH RECON 200201 $3.0000 CHECK EXCEPTION RETURN 150320 $5.0000 Page 5 of 8 J.P. Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price OUTPUT FILE 200301 $0.0000 EXCESSIVE ARP REJECTS 200210 $0.1500 DATA ENTRY - MANUAL 200210 $2.0000 ARP CUSTOM REPORT 200324 $0.0000 CD ROM 151353 $10.0000 CD ROM MAINTENANCE 151353 $0.0000 DEPOSIT RECON MAINTENANCE 100600 $60.0000 DEPOSIT RECON ITEMS 100610 $0.1000 ARP SHIPPING PREP FEE 1512ZZ $25.0000 IMAGE CAPTURE PER ITEM 151351 $0.0500 CORPORATE QUICK PAY CORPORATE QUICK PAY PROGRAM MAINTENANCE 250000 $150.0000 CORPORATE QUICK PAY PAYMENTS DECLINED /EXPIRED 250101 $0.2000 CORPORATE QUICK PAY PAYMENTS ACCEPTED 250101 $0.7500 VAULT SERVICES VAULT DEPOSIT 100100 $0.5500 VAULT DEPOSIT PER $1,000 10011Z $1.0000 VAULT DEPOSIT RECEIPT MAILERS 100154 $0.7500 VAULT EMAIL NOTIFICATION 100154 $0.5000 VAULT DEPOSIT ROLLED COIN 100110 $0.2000 VAULT ORDER COIN ROLLS 100144 $0.1200 VAULT ORDER - COIN ROLL BOX 100115 $0.0800 VAULT DEPOSIT STD STRAP - NOTE 100115 $0.0040 VAULT DEPOSIT NON STD STRAP - NOTE 100114 $0.0100 VAULT DEPOSIT IN NON STD BAG 100199 $1.0000 VAULT STANDARD ORDERS 100141 $2.0000 VAULT ORDER CURRENCY STD STRAP 10014A $0.2500 VAULT EXPEDITED SPECIAL ORDERS 100143 $25.0000 VAULT ORDER CURR NON STD STRAP 100148 $0.2500 VAULT DEP PARTIAL OR MIXED BAG 100111 $3.0000 VAULT DEPOSIT STD COIN BAG 100113 $1.0000 VAULT ENVELOPE DEPOSIT VERIF 100104 $1.0000 VAULT ACTIVITY REPORT FAXED 100199 $25.0000 VAULT ORDER SUPPLIES 1008ZZ PASSTHROUGH VAULT DEPOSIT ADJUSTMENT 100501 $5.0000 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 $5.0000 WEB CUR SVCS - DEPOSIT DETAILS 100199 $1.0000 WEB CUR SVCS - VAULT TREND REPORT 100199 $2.0000 Page 6 of 8 J P.Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template. Service Description AFP Unit Code Price BANKING SERVICES SUPPLIES PASSTHROUGH SCANNABLE LOCKBOX (SNLB) SNLB SCANNABLE ITEM 050101 $0.3000 SNLB OCR DOCUMENT 050122 $0.0200 SNLB SORT MANUAL 050113 $0.2000 SNLB BALANCING 05011P $0.1000 SNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 WHOLESALE LOCKBOX (WNLB) LOCKBOX - MAINT 050001 $150.0000 WNLB ADDITIONAL DAILY DEPOSIT 050302 $25.0000 WEEKEND PROCESSING 050136 $50.0000 WHOLESALE ITEM 050100 $0.5000 UNPROCESSABLE ITEM 050530 $0.3000 NO CHECK ITEM 05011M $0.4000 CHECK CLEARING 10021Z $0.1100 INCOMING COURIER PACKAGE 05011P $25.0000 CASH PROCESSING 05013B $10.0000 WNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 CHECK MICR CAPTURE 050121 $0.0250 DATA CAPTURE 050126 $0.0120 PAPER DELIVERY PREP 05011L $0.3200 OUTGOING PACKAGE PREP 05041Z $25.0000 POSTAGE 050410 $0.4010 DOCUMENT IMAGE CAPTURE 05011R $0.1500 CUSTOMIZED PROGRAMMING FEE PER HOUR(Ifappicable) 050137 $150.0000 WNLB SPECIAL PROCESSING MAINT 05011P $100.0000 GROUPS /SORTS- SIMPLE 050112 $0.1000 WNLB GROUPS /SORTS - COMPLEX 050113 $0.2000 WNLB BALANCING 05011P $0.1500 SPECIAL HANDLING OTHER 05011 P $0.3500 FOREIGN ITEMS SENT FOR COLL 050105 $10.0000 DEPOSIT PREPARATION 050301 $2.0000 LOCKBOX IMPLEMENTATION FEE $4,400.0000 RECEIVABLES EDGE IMAGE ARCHIVE AND SERVICE CLOSED LBX IMAGE VIEWING 050005 $20.0000 DOCUMENT IMAGE CAPTURE 05011 R $0.1500 SNLB OCR DOC IMAGE CAPTURE 05011 R $0.0800 Page 7 of 8 J R Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template. Service Description AFP Unit Code Price SPECIAL IMAGE HANDLING 05011R $0.2000 VIRTUAL MONTHLY MAINT 101300 $100.0000 VIRTUAL REMIT ITEM 101320 $0.5000 VIRTUAL REJECT (AUTO) 050530 $0.1500 VIRTUAL REJECT (MANUAL) 050530 $1.0000 REC EDGE MAINT- CHK/DOC 050005 $150.0000 EXTENDED IMAGE STORAGE 050428 $0.0050 LONG TERM STORAGE - CHECK 050620 $0.0300 LONG TERM STORAGE - B &W DOC 050620 $0.0600 WNLB ALERTS 011021 $0.0000 REMITTER MGMT MAINT 059999 $25.0000 WNLB MICR ENHANCEMENT 050121 $0.0500 REC EDGE ADD'L REPORT 05031Z $25.0000 CLIENT SUPPLEMENTAL DATA ENTRY 059999 $0.0500 REMITTER RECORD STORG 059999 $0.0200 WNLB RETURN ITEM MAINTENANCE 100416 $25.0000 VIRTUAL REMIT OCR ITEM 101320 $0.3500 WNLB INBOUND TRANS MAINT 050400 $100.0000 ONLINE DECISION MGR MAINT 050006 $150.0000 RECEIVABLES PRESENTMENT MAINT 409999 $60.0000 LONG TERM STORAGE NON -IMG PYMT 050620 $0.0300 DATA TRANS MAINTENANCE 050400 $100.0000 DATA TRANSMISSION ITEM 050401 $0.0300 IMAGE TRANSMISSION MAINTENANCE 050420 $100.0000 IMAGE TRANSMISSION PAGE 050420 $0.0300 J.P. MORGAN SERVICE FEE CREDIT $10,000.0000 Page 8 of 8 Pro Forma Analysis RFP #16 -111 Banking Services Prepared for City of Santa Ana JYMorgan Service Analysis* Number of Unit Charge For Service Description Units Price Service ACCOUNT SERVICES 22 $12.0000 $264.00 ACCOUNT MAINTENANCE 52 $3.5000 $182.00 STATEMENT CYCLES 24 $2.5000 $60.00 ACCOUNT STATEMENT - PAPER 4 $10.0000 $40.00 STATEMENT CYCLES - ENHANCED 24 $3.7500 $90.00 ACCT MAINT -LIQ MGMT 12 $100.0000 $1,200.00 ARP PAID ITEM RETURN CREDIT 1 $0.0000 $0.00 POST NO CHECKS MAINTENANCE 16 $3.0000 $48.00 CREDIT POSTED- ELECTRONIC 5,943 $0.1500 $891.45 DEBIT POSTED - ELECTRONIC 3,692 $0.1500 $553.80 CASH CONCENTRATION MAINTMASTER 12 $2.0000 $24.00 CASH CONCENTRATION MAINT SUB 12 $2.0000 $24.00 Subtotal 28 $2.5000 $3,113.25 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 22 $12.0000 $264.00 ACH MAINTENANCE 12 $10.0000 $120.00 CREDIT RECEIVED 5,690 $0.0000 $0.00 DEBIT RECEIVED 3,220 $0.0000 $0.00 RETURN ITEM 40 $4.0000 $160.00 NOTIFICATION OF CHANGE 39 $4.0000 $156.00 RETURN NOTIFICATION - ONLINE 39 $1.0000 $39.00 NOTIF OF CHANGE - ONLINE 38 $0.0000 $0.00 ELOCKBOX FILE PROCESSING 250 $6.0000 $1,500.00 CREDIT ORIGINATED - JPM ACCESS 47,387 $0.0300 $1,421.61 DEBIT ORIGINATED - JPM ACCESS 212 $0.0300 $6.36 JPM ACCESS ACH MAINTENANCE 59 $10.0000 $590.00 ELOCKBOX RETURN - ELECTRONIC 28 $2.5000 $70.00 DELETION /REVERSAL - ELEC 1 $5.0000 $5.00 ADDENDA RECORD ORIGINATED 354 $0.0300 $10.62 DEBIT BLOCK MAINTENANCE 26 $3.0000 $78.00 ACH ADA AUTHORIZED ID 245 $0.2000 $49.00 ELOCKBOX MAINTENANCE 12 $25.0000 $300.00 ELOCKBOX TRANSACTION RECEIVED 36,006 $0.0400 $1,440.24 ELOCKBOX TRANSACTION REFORMAT 36,006 $0.0200 $720.12 Subtotal $6,929.95 BANKING CENTER SERVICES BRANCH CREDITS POSTED 470 $0.7500 $352.50 BRANCH ORDER - COIN ROLL 59 $0.1000 $5.90 BRANCH ORDER CURRENCY STRAP 166 $0.2500 $41.50 BRANCH DEPOSIT ADJUSTMENT 1 $0.0000 $0.00 BRANCH ORDER PROCESSED 43 $2.0000 $86.00 Subtotal $485.90 DEPOSITORY SERVICES CHECK DEPOSITED -ON US 3,070 $0.0400 $122.80 CHECK DEPOSITED- TRANSIT 18,480 $0.0600 $1,108.80 IMAGE GROUP ONE 69,562 $0.0300 $2,086.86 ON -US STANDARD 2,112 $0.0300 $63.36 IRD PERIOD ONE 0 $0.5000 $0.00 FILE TRANSMISSION REC.- VPN 1,547 $1,1635 $1,800.00 IMAGE GROUP TWO 25,422 $0.0300 $762.86 IMAGE GROUP TWO - TIER 2 11,172 $0.0300 $335.16 ON US PREMIUM 21,209 $0.0400 $848.36 IMAGE GROUP ONE - PERIOD TWO 40,792 $0.0300 $1,223.76 ICL DEPOSIT STANDARD 399 $0.3000 $119.70 IMAGE QUALITY SUSPECT ITEMS 163 $0.2500 $40.75 NON - CONFORMING IMAGE ITEMS 199 $2.0000 $398.00 ICL DEPOSIT EARLY 1,148 $0.3000 $344.40 CREDITS POSTED 1,980 $0.4709 $932.38 RETURN ITEM 445 $4.0000 $1,780.00 RETURN DETAIL REPORTING 445 $0.3000 $133.50 RETURN - EMAIL NOTIFICATION 535 $1.0000 $535.00 Subtotal 12 $0.0000 $12,635.49 DISBURSEMENT SERVICES 21,877 $0,0500 $1,093.85 CHECK CASHING NON -ACCT HOLDER 105 $0.0000 $0.00 STOP PAYMENT AUTOMATIC RENEWAL 249 $2.0000 $498.00 DELUXE 3RD PARTY PRINT SVCS 1 Pass- through $0.00 CHECK/ DEBIT POSTED 18,878 $0.0300 $566.34 IMAGE STORAGE PER ITEM 21,877 $0.0200 $437.54 PWS CHECK INQUIRY MAINTENANCE 24 $0.0000 $0.00 PWS RECON REPORT /STMT MAINT 24 $0.0000 $0.00 PWS EXCEPTION NOTIF -ACCT 24 $0.0000 $0.00 PWS EXTENDED REPORT RETRIEVAL 2 $0.0000 $0.00 STOP PAYMENT - ELECTRONIC 125 $2.0000 $250.00 DATA DOWNLOAD 36 $0.0000 $0.00 Subtotal $1,751,88 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 1 $5.0000 $5.00 Subtotal $5.00 JPMORGAN ACCESS MONTHLY SERVICE 12 $40.0000 $480.00 ACCOUNTS REPORTED 52 $15.0000 $780.00 TRANSACTIONS REPORTED - 45 DAY 33,490 $0.0500 $1,674.50 EXTENDED TRANSACTION DETAIL 99,738 $0.0000 $0.00 Subtotal $2,934.50 OTHER CHARGES AND CREDITS MISCELLANEOUS SERVICES 1 $0.0000 $0.00 RESEARCH ADJUSTMENT DEBIT 1 $0.0000 $0.00 Subtotal $0.00 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 1 $27,176.5000 $27,176.50 Subtotal $27,176.50 RECONCILIATION SERVICES FULL RECONCILEMENT - PER ITEM 18,878 $0.0300 $566.34 FULL RECONCILEMENT - MAINT 24 $20.0000 $480.00 POSITIVE PAY MAINTENANCE 24 $0.0000 $0.00 EXCEPTION ITEM 36 $2.0000 $72.00 CHECK EXCEPTION RETURN 6 $5.0000 $30.00 OUTPUT FILE 262 $0.0000 $0.00 DATA ENTRY - MANUAL 27 $2.0000 $54.00 CD ROM 12 $10.0000 $120.00 CD ROM MAINTENANCE 12 $0.0000 $0.00 IMAGE CAPTURE PER ITEM 21,877 $0,0500 $1,093.85 Subtotal $2,416.19 VAULT SERVICES VAULT DEPOSIT 1,982 $0.5500 $1,090.10 VAULT DEPOSIT ROLLED COIN 6 $0.2000 $1.20 VAULT ORDER - COIN ROLL BOX 1,800 $0.0800 $144.00 VAULT DEPOSIT STD STRAP - NOTE 98,100 $0.0040 $392.40 VAULT DER NON STD STRAP - NOTE 170,853 $0.0100 $1,708.53 VAULT STANDARD ORDERS 37 $2.0000 $74.00 VAULT ORDER CURRENCY STD STRAP 204 $0.2500 $51.00 VAULT ORDER CURB NON STD STRAP 1,630 $0.0250 $45.75 ** VAULT DEP PARTIAL OR MIXED BAG 1623 $3.0000 $4,869.00 ** VAULT DEPOSIT STD COIN BAG 2434 $1.0000 $2,434.00 VAULT DEPOSIT ADJUSTMENT 94 $5.0000 $470.00 VAULT DEPOSIT ADJUSTMENT NOTIF 8 $5.0000 $40.00 VAULT ORDER SUPPLIES 2 Pass - through $0.00 Subtotal 34 $0.0000 $11,319.98 WIRE - U.S FW SURCHARGE $10 MILLION+ D/C 8 $0.1400 $1.12 ELECTRONIC BOOK DEBIT S/T 20 $2.0000 $40.00 ELECTRONIC FED DEBIT S/T 173 $6.5000 $1,124.50 BANK INIT. ACC.DEBIT TRANSFER 1 $200.0000 $200.00 REPETITIVE INSTRUCTION STORAGE 52 $0.0000 $0.00 FED TRANSFER FEE 32 $0.0000 $0.00 BOOK CREDIT 4 $3.0000 $12.00 FED CREDIT S/T 194 $7.0000 $1,358.00 ADVICE - NOT CHARGE 34 $0.0000 $0.00 Subtotal $2,735.62 Ttlkal�l�15� 97Tp`�NItPG�S _.. $71eSIi�.�B * Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. * *Assumes an industry standard of 60% Partial or Mixed Bags and 40% Standard Coin Bags. J.P. Morgan will provide a retention credit of $10,000. Proposals must address all items set forth in Section III "Scope of Work and Time of Performance." Additional information that your firm wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section III of this RFP. III Scope of Services The following banking services will be required and the inability to provide these services, except when stated within the service description as desired rather than being required, will eliminate the proposal from consideration. A. Collateralization. All balances are to be fully collateralized through the pool collateral system required under the State of California Financial Code Section 53630 et seq. JPMorgan Chase Bank, N.A. ( "Bank "), through its National Collateral Management Group ( "NCMG "), employs a Bank developed Corporate Collateral Management System (Coast), which provides daily monitoring of deposit balances and security value for collateralization purposes. Coast is reviewed daily (business day) by dedicated Collateral Managers for customer's collateral requirements. Collateral requirements are based upon the end -of -day ledger, deposit account (checking, savings, depository CD's) information (plus accrued interest if any), less applicable FDIC coverage if coverage for insured balances is appropriately waived, plus applicable margin (uo %). The end of day deposits balances are uploaded into Coast the following business morning from the Bank's deposit system. NCMG monitors the market value securities pledged to our customers and compares to the collateral requirements. In the event a market value reduction creates an under - collateralized position, additional securities will be pledged promptly. Collateral is Pooled for all Local Agency Government Customers The Bank follows the collateralization processes established by California law and procedures of the Local Agency Security Program (LASP) Administrator. Page 33 J.P. Morgan Types of Securities Pledged The Bank is pledging U.S. Treasury securities to secure Local Agency Deposits. The amount and types of collateral pledged are subject to change, but will comply with California Government Code (for local agency deposits, California Government Code §§ 53651, 53651.2, 53651.6 describes eligible collateral) and rules established by the LASP Administrator. Custodian for the Collateral Securities The Bank currently employs MUFG Union Bank as third -parry custodian to hold collateral for the LASP. Collateral Priced /Marked to Market The Bank employs an independent, third -party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided by the pricing agent. Also, dependent upon the types of securities pledged as collateral, MUFG Union Bank prices pledged securities daily, weekly and monthly. Departments Responsible for Tracking Collateral and Reporting to the State The Bank has two groups for tracking collateral and reporting: The Firm wide Regulatory Reporting and Analysis (FRRA), which conducts all reporting to the LASP Administrator, and NCMG, which conducts security pledging (and other collateral transactions) with the LASP Administrator. Collateral Reporting The Bank is unable to provide collateral reporting for the California pool program customers because the collateral pledged covers all public fund pool participants and is not segregated to a specific customer. Request of proof of collateralization can be submitted to: Department of Business Oversight Division of Financial Institutions 1515 K Street STE Zoo Sacramento, CA 95814 Phone: (916) 322 -1547 Fax: (916) 323-3024 Karen Cunningham, karen.cunningham@dbo.ca.gov Page 34 .JY Morgan B. Exemption. J.P. Morgan recognizes that the City is an "exempt person" under the currency transaction reporting regulations, given the City's status as a political subdivision of a State, and, as a result, the Bank is not required to file currency transaction reports in connection with the City's currency transactions and no exemption designations are required under such regulations for such political subdivisions (31 CFR 1020.315 (a), (b) (2), and (c) (2)). C. Interest Earnings. Bank must be able to provide interest earnings on the Cash Balance in excess of required compensation balances. Please provide options for excess balances. As part of the proposal, the bank shall provide the proposed formula to calculate interest earnings. Ali interest earnings shall be credited to the Operating Account. In today's current rate environment, the City may consider using our Hybrid Demand Deposit account for excess cash balances. The Hybrid Demand Deposit account provides a combination of an earnings credit allowance on non - interest bearing balances to offset banking service fees and an interest rate on balances over a predefined target threshold. Interest accrues daily and is paid monthly. How It Works: Balances up to a predetermined threshold ( "the peg balance ") earn an earnings credit allowance at our enhanced managed earnings credit rate (currently 0.60%) to offset bank service fees. Please see Section V. B. 2. below for additional information on the bank's ECR. Excess balances above the threshold earn hard dollar interest at a proposed managed rate of 0.31% gross /o.189% net of PAF *. The interest rate paid on excess balances above the peg may fluctuate during the contract period as market conditions warrant. Interest accrues daily and is paid on the last business day of the month. The peg balance may be changed at any time prior to the next billing cycle (and will be applied on a go forward basis) to adjust for unplanned changes in transaction fees (e.g. significant volume changes, service additions /deletions, to compensate for periods in which minimum balance levels fall below the peg balance amount). Your relationship team will work with you to determine the appropriate peg balance, which is subject to the mutual agreement of the bank and City. *Please note that all balances held in Demand Deposit Accounts (DDAs), including Hybrid DDA's that exclusively receive ECR, are subject to the firm's Premium Assessment Fee (PAF). The PAF is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The current Premium Assessment Fee is 0.13%. Page 35 JYMorgan Earnings credit on the Hybrid Demand Deposit account balances up to the designated peg balance is calculated as follows: (Average Daily Positive Collected Balance X Earnings Credit Rate X Actual Number of Days in Month) Actual Number of Days in Year Interest on DDA balances in excess of the peg accrues daily based upon the calculation shown below and is paid on the last business day of each month: (Daily Collected Balance in Excess of Pee X Interest Rate) 365 Days D. Deposit Activity. The City currently utilizes a variety of methods to process daily deposits. Most all of the City's deposited funds are brought to City Hall and an armored car service is used for currency and coin deposits five days a week (Monday- Friday) with the exception of alternate Fridays when City Hall is closed. The City's parking meter coin deposits are counted, separated, and bagged by coin denomination. The City currently scans and electronically transmits most checks for deposit. The City also has third parties who make deposits on behalf of the City for collection of parking citations and paramedic billing. The armored car service is paid by the City on a monthly basis. The City would prefer this service be charged through Account Analysis. Total monthly deposits consist of approximately $14,000,000 in checks and $900,000 in currency and $105,000 in coin. The City requires the ability to use a local branch to make occasional deposits, get change, allow employees to cash payroll checks, and offer banking services to City employees, and for other miscellaneous activities. The City may continue to use Santa Ana Main or any of the other Santa Ana full - service banking centers for occasional banking services. 1. Provide the location of the branch closest to Santa Ana City Hall (20 Civic Center Plaza, Santa Ana, CA 92901) that can be used for large dollar deposits that missed the courier, emergency cash withdrawals, supplies, etc. J.P. Morgan offers a variety of check and cash deposit methods. For deposits of less than $to,000 in cash per day, the City will be able to make deposits at our local branches. J.P. Morgan offers four branches within the City of Santa Ana. For deposits over $to,000 in cash, the City will deposit through the Vault as is your current process today. Our four commercially enabled branches near the City's locations, along with hours of operation, are listed in the table below. The deposit cutoff time is the branch closing time Monday through Friday, 6: on p.m. local time for branches in the City's area. Page 36 J P Morgc%n Branch Name Address Hours of O, (Local Santa Ana Main 130o N Main Street Monday — Friday: 9:00 a.m. to 6:0o p.m. Santa Ana, CA 92701 Saturday: 9:0o a.m. to 4:00 p.m. MacArthur Fairview 2781 W Macarthur Blvd. Monday — Friday: 9:0o a.m. to 6:0o p.m. Santa Ana, CA 92704 Saturday: 9:0o a.m. to 4:00 p.m. South Bristol 2407 S Bristol Street Monday — Friday: 9:0o a.m. to 6:0o p.m. Santa Ana, CA 92704 Saturday: 9:0o a.m. to 4:00 p.m. South Coast 3600 S Bristol Street Monday — Friday: 9:0o a.m. to 6:0o p.m. Santa Ana, CA 92904 Saturday: 9:0o a.m. to 4:00 p.m. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. Branch hours are subject to change and will be posted at each branch location. J.P. Morgan will cash the City's payroll checks drawn on J.P. Morgan. J.P. Morgan may elect to have fees charged to the payees or to absorb fees on behalf of the payees. This applies only to payees without Chase accounts; Chase account holders will not incur fees. Reasonable thresholds will be established for the City based on the expected activity and risk for the account. The threshold represents a maximum per check limit. The standard maximum threshold is $5,000; any increase in that threshold requires additional reviews and approvals. Pricing for non - account holders is $8 per item and can be charged to the payee at the teller line or absorbed by the client via account analysis. 2. What time is the same -day ledger credit cut -off for over -the counter deposits? Is there a later deadline at other branches or processing centers? Where is the Processing CenterlCash Vault located? Will the City deal directly with the Cash Vault on deposit adjustments or with a local representative? i • ATM deposits: 8:0o p.m. PT. • Deposit cutoff times are clearly posted at each ATM. • J.P. Morgan has branches and ATMs in the following 23 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Izentucky, Louisiana, Michigan, Nevada, New Jersey, New York, Ohio, Oklahoma, Oregon, Texas, Utah, Washington, West Virginia and Wisconsin. • More than lo,000 ATMs are currently available for commercial deposits across the bank's 23 -state footprint. Branch deposits: Vary by location but typically are between 5: oo and 6:00 p.m. local time. Page 37 J.P. Morgan • Branch night drop deposits: 7:3o a.m. local time. Select branches offer a second opening in the early afternoon. Deposit cutoff times are clearly indicated on the face of each depository as required by law. • Virtual Remit and Virtual Remit Mobile: 7:00 p.m. PT, with same - day ledger and availability based on endpoint. • Virtual Remit With ACH: 7:00 p.m. PT for same -day ledger and availability based on endpoint. All transactions cleared as ACH debits are folly available the next business day. • Image Cash Letter (ICL) • Standard: 7:00 p.m. PT with availability based on endpoint. • With ACH: 6: oo p.m. PT for same business day credit. All transactions cleared as ACH debits are fully available the next business day. Nonconvertible items are available based on endpoint. Paper check — deposits must be received at the check processing facilities by 4: oo p.m. local time to receive same -day ledger credit. Availability is based on endpoint. Vault Deposits We suggest that the City continue having deposits delivered to our Los Angeles cash vault location. The City will also continue working with their dedicated client service professional, Marilyn Hardney on deposit adjustments or research requests. Page 38 JYMorgal 3. Describe the Bank's deposit requirements, including coin, currency and check deposits. Who is responsible for the cost of deposit supplies (bags, deposit slips, etc.)? The required deposit bag is a tamper - evident, two- pouch, "cash and check" plastic security bag. One pouch is resealable; the other is 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. J.P. Morgan also requires the City to use disposable plastic coin bags for coin deposits greater than $to. For bulk coin deposits sorted and bagged by denomination, the City should follow Fed guidelines for deposit based on the following Fed -ready denomination amounts: Deposit Guidefine Coin Deposits nrnominahnn Standard Und Standard ARA Dollar Arnount Color Code .Pennies $50 Red Nickela $200 Blue Dimes $1.000 Green Quarters $1,000 Orange Nalvet S1 ow Buff Dollars: Eisenhower Dollars S1.000 Gray ProGldentlal /Native $ZOOD Gray AmerlcanlSusan 8. Federal Rezerve ear �n to Cash Svnkec Manual a Proce4wt3 Edectnce January 4.2016 J.P. Morgan provides its clients with access to the deposit bag vendor at preferred prices. The bank has implemented a full- service program for ordering, billing and drop- shipping deposit bags to client locations. Order bags online at www.chasebags.com, or call the vendor directly at 866 -458 -BAGS (866-458 - 2247), from 8:oo a.m. to 4:00 p.m. PT. The City's treasury management officer or client services professional can answer any questions. J.P. Morgan does not require clients to use the bank's bags. If clients choose to provide their own bags, they must meet J.P. Morgan's deposit bag specifications and standards of security, strength and durability. Page 39 J.P. Morgan J.P. Morgan levies no fees above those charged by the vendor. The cost of bags to the City is the same as that paid by J.P. Morgan branches and vaults. Monthly billing can be itemized by location on the City's statement and billed directly to an account or charged to a 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. 4. Does the financial institution support Check 21 Act procedures for electronic check clearing? Describe the financial institutions service including what forms of security will be employed to address this medium. With the implementation of the Check Clearing for the 21st Century Act (Check 21), banks are sending electronic image files, not paper, to the Fed and J.P. Morgan. As of July 2014, more than 99% of the checks issued on J.P. Morgan accounts are processed as image exchange items. For checks processed as image exchange items, J.P. Morgan doesn't receive the original check. Therefore, those clients requesting their checks to be enclosed with their statements will see printed images of checks in place of the original checks. J.P. Morgan currently utilizes image exchange as a means of check clearing. The bank exchanges images through The Clearing House, Viewpointe, Endpointe Exchange, the Federal Reserve Bank and bilateral direct -send agreements with other financial institutions. J.P. Morgan is an owner /member of both The Clearing House and Viewpointe image exchange networks and uses those networks for image exchange services. J.P. Morgan is also a sponsoring member of Electronic Check Clearing House Organization (ECCHO), which supplies rules for image exchange. J.P. Morgan does not use third -party vendors for the delivery of Image Cash Letter. 1. Describe the Bank's check truncation services, including estimated savings if used. ACCESS Online provides online image history inquiry for seven years. This service includes an advanced upfront check search functionality that provides the City with the complete status of each check. The City can perform single and range -based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. ACCESS Online is more efficient than paper or even CD -ROMs, especially when retrieving information quickly. Check images are available the same day checks are presented. This browser -based solution enables the City to retrieve check images for all applicable accounts without waiting for a photocopy or CD -ROM to arrive. Page 40 JTMorgal ACCENS Online Checks Function - Sample Check Image cr�exarr�rs RiZ[A/�1 tA. H•Hff WT•lflY➢R � MR, D+AJ#12I. HU • , ° r"0WWrWDaYnabF"Ceft sx000; '° •° � aucaow •tmp •NOOtVtr 9OaL0000t8f•••tn aew.lrvnw+.IV MmnF. cNl"�C-0t4Y'! ♦nn i, �i pI Long -Term Online Check Image Retrieval The City's authorized users may access paid check images online for accounts to which they have the appropriate entitlements and initiate a search using: • Account number • Check number • Paid date • Dollar value • Payee name • Custom search fields chosen by the City, such as general ledger number or vendor number ACCESS Online displays search results online, allowing a user to select an individual item and view the corresponding image. Images are stored and available for online retrieval for a standard period of seven years, with the option of extending to ten years. Page 41 J.P. Morgan 2, In connection with check truncation services. How does the City receive copies of paid items? J.P. Morgan will continue to provide the City access to paid check images via ACCESS Online for seven years, even after an individual account has been closed. To maintain access to those archived images, the City is required to leave at least one account open for billing purposes. If a longer retention period is needed, the online check image archive can be expanded for up to ro years. The alternative for long -term storage of check images is establishing encrypted CD -ROM delivery. ii. How long does it take to obtain a copy of a paid check? With ACCESS Online, retrieval time is measured in seconds, compared with hours or even days for physical retrieval, and the quality of the reproduced image is extremely clear (see image example below) iii. Is this service available on -line? Yes, this service will continue to be provided via ACCESS Online, as described above. 5. How is the daily float calculated? What ways can the Bank offer to maximize availability of funds? The City will benefit from the same float availability schedule in use today for all accounts. The availability schedule determines availability for each item. Availability is based on the drawee bank routing /transit number, the time the deposit is processed, fractional float assignment and, in some instances, the dollar amount of the item. With one of the largest check - clearing networks in the country, the bank offers accelerated funds availability. J.P. Morgan clears more than 99% of all deposited checks as images through approximately 22,000 endpoints. Availability for on -us items and on -us controlled disbursement items vary by availability schedule. For specific details, please refer to Appendix 2 for the current availability schedules. Tage 42 J. 11 Mo r 6. Provide the location for your Cash Vault for armored car deliveries. The City requests the latest armored car pick -up time available to ensure same day credit, but no earlier than 12:00 p.m. What are the required delivery times to ensure same day credit? Are there extended hour charges? If so, what are the normal hours vs. extended hours? Can this service be paid with Account Analysis? The City will contract pick -up times with the armored courier. Same day deposit cut -off times are listed below. Cash Vault services are billable through Account Analysis, no extended hours fees are applicable. The City will need to continue to contract independently with an armored courier service provider and this service will need to be paid for directly by the City. J.P. Morgan can not process the charges for this service through Account Analysis. Any changes to the City's current armored courier service provider will need to be approved by the bank. The following are the cutoff times for the Los Angels vault: • Cash -Only Deposit Deadline for Same Day Credit: 8:0o p.m. • Mixed (Cash and Check) Deposit Deadline for Same Day Credit: 3:30 P.M. • Check -Only Deposit Deadline: 3:30 p.m. 7. Describe the Bank's procedure for handling deposit adjustments. What documentation is provided on discrepancies? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How quickly would support documentation of a deposit discrepancy be provided? As a current customer the City will continue to receive your deposit adjustment notifications in the same way you do today. Deposit adjustment notifications may be delivered via U.S. Mail or via email. If you wish to change or revisit the current process we would be happy to discuss with the City. 8. Describe the Bank's returned items handling and notification procedures. Are items automatically re- cleared? How quickly are the returned items sent to the City? Is this information available on -line? Deposit return notifications may be delivered via U.S. Mail, via email, or both. As a current customer the City will continue to receive your deposit return notifications in the same way you do today. If you wish to change or revisit the current process we would be happy to discuss with the City. 9. Describe your change order service. How quickly can change orders be filled? J.P. Morgan offers automated coin and currency ordering services. These options are available through all vaults and branches. The City may request change orders as the need for coin and currency arises, establish a standing order online or via telephone using the Interactive Voice Response (IVR) or through our Web Currency Services ordering platform. Page 43 J.I . Morgan • The bank can set up as- needed change orders 24 hours a day, seven days a week and up to six months in advance of the requested delivery date. Orders placed prior to i:oo p.m. local time will be available for armored courier pick up by the end of the business day in the vaults or ready for pick up the following morning at the specified branch. • A standing order is an established, repetitive order prepared for a predetermined amount and delivered on predetermined delivery days, e.g., every Monday and Thursday. Amounts may vary by delivery day. Orders can be delivered daily Sunday through Saturday, subject to armored courier service restrictions. • The City can use one or a combination of these types of orders. J.P. Morgan only releases change orders to an approved armored courier if they are picked up at one of the bank's vaults. The City must contract with a local armored courier to act as an agent to transport change orders. The City needs to notify J.P. Morgan of the specific armored courier for each location. Change - order delivery is based on armored courier commitments. It is typically scheduled for the following day or within two or three days from when the change order was picked up at the vault. Security begins when J.P. Morgan issues two unique, confidential system access numbers for each location to your organization. The City is responsible to keep access numbers in a secure place and reveal them only to authorized associates within the City. The City can change existing access numbers by contacting your client service professional. The bank also establishes daily order limits both at relationship and location levels based on the City's credit risk rating. Finally, J.P. Morgan's blind- order - filling procedures provide timeliness and accuracy in a highly controlled environment. The bank debits the total amount of the City's change order processed through the automated system from the account on the day the order is provided to the armored courier or the day before the scheduled branch pick up. J.P. Morgan bills all fees related to the change order through the account analysis system. I0, Can a miscellaneous change order for $1,000 or less be made available to City departments without advance notice? Is this service available at all local branches? A branch can immediately fill change order requests of $too or less. If the City places change order requests greater than $too on the prior day, they will be available at the start of the next business day. Note that the total order amount cannot exceed $5,000. Branches are typically able to fulfill emergency cash orders up to $5,000. Requests for amounts that exceed $5,00o require at least 24 hours notice although all efforts will be made to accommodate client requests. Page 44 i s E. State Deposits. Bank must be able to accept direct deposits to the City's account from the State of California for various subvention payments, including the Local Agency Investment Fund (LAIF), and guarantee immediate credit for such deposits. 1. Does the Bank have an office in Sacramento that maintains a direct Demand Deposit Account (DDA) banking relationship with the State Treasurer's Office and the State Controller's Office? Yes, J.P. Morgan has an office in Sacramento with a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office. 2. Describe the LAIF transfer process. Are the transfers done by telephone, fax, wire ACH, e-mail, etc.? Transfers to LAIF Investment transfers to the State will continue to be initiated by the City via ACCESS Online and posted to the State via wire transfer. J.P. Morgan works with government clients in the State of California to promote compliance with State procedures for LAIF investment transactions. Note that the following are general procedures, and that the City is encouraged to confirm with LAIF to be sure they are in receipt of contracted instructions specific to the City: • For same day transactions, LAIF must be contacted by 1woo a.m. PT. • 15 total transactions per month are allowed, which include both deposits and withdrawals. • Transaction amounts should be in thousand dollar increments with a minimum of $5,000. • Withdrawals of $10 million or more require at least a one -day advance notice to LAIF. • Future -dated transactions can be requested up to 10 calendar days in advance. • Verbal acknowledgment must be initiated by authorized City personnel prior to funds transfer. The City will continue to select a transfer bank other than J.P. Morgan to be used for remitting any withdrawals requested from the fund. The transfer bank that you select will be the bank FROM which your withdrawals will be wired. It is NOT the bank TO which your funds will be sent. Funds will be transferred to the City's designated account at J.P. Morgan. Page 4S JTITIorM J.P. Morgan is completing a new service where your withdrawal requests from LAIF will be made directly through J.P. Morgan into your designated account. There will no longer be a need for you to select a different transfer bank. This new service should be available later in 2o16. Please refer to the pricing section of the response for any applicable fees. 3. What is the charge per transfer to LAIF? From LAIF? The cost for Book Debits and Credits is $3.00 per debit /credit. 4. Is it possible to set up the transfers in advance? If so, how far in advance can a transfer be set up? Future -dated transactions can be requested up to ro calendar days in advance. S. Describe the method used by the Bank for processing State of California apportionment payments. Tax Apportionments typically originate from the State Controller's Office. We recommend that the City uses the EFT form located on the State Controllers "Apportionment" website tab to receive future payments via EFT. F. Cash Management. The Treasury & Customer Services Manager manages the City's $309 million dollar investment portfolio. The portfolio consists of mostly fixed income type securities, such as federal agency securities, certificates of deposits, etc. In the event the City releases wire transfers in amounts greater than the current Bank balance in anticipation of receiving funds either by a maturing investment or deposits, the City would have the need for a daylight overdraft to accommodate its cash management activities. The amount of the daylight overdraft may be as high as $s million. The bank should have the capitalization necessary to accommodate the City's depository and cash flow needs. S. What is the Bank's policy regarding Daylight Overdrafts (DOD)? If there is a charge for DOD, how is it calculated? Recognizing a client's credit standing and reputation, an appropriate intraday credit limit will continue to be made available to make sure your 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. Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to your funds control officer in the Transaction Approval Group (TAG) for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. Page 46 JYMorgal One important feature of our system is the ability to group designated accounts together into a single relationship for intraday credit purposes. This provides for the release of payments when the total balance and intraday limit in your grouped accounts is sufficient. The bank does not charge for intraday or "daylight" overdrafts. 2. Will the Bank guarantee that all items drawn on City accounts be paid regardless of the balance in the funding account? Please be comprehensive in your response. J.P. Morgan cannot guarantee that all items drawn on City account be paid regardless of the balance in the funding account. If an overdraft situation exists, then we will notify the City to fund the account as soon as possible. J.P. Morgan is willing to accommodate end of day items presented for payment on a case -by- case basis. We look forward to working with the City to further understand your needs. G. Full Account Reconciliation. The City utilizes full account reconcilement services for the General Demand Deposit account and the Jail Commissary account. The City transmits "checks Issued" information to the Bank daily utilizing its current banking system. The Bank provides a daily detailed report, by account, of checks paid, and a monthly detailed report of checks outstanding. A paid check File is transmitted to the City on a daily basis via secure transmission. Paid checks are also imaged and provided on a monthly compact disc (CD). The Bank must provide electronic monthly account reconcilement reports, bank statements, account analysis statements, confirmations, and other report related features. From the Pooled Account City currently issues approximately 1,570 checks monthly. In addition, City issues 130 checks monthly from the Commissary Account. In addition, the Bank must be able to provide full account reconciliation services and positive pay check protection services for both the City's pooled account and the Commissary account. 1. Describe the account reconciliation services offered by the Bank. J.P. Morgan will continue to offer the City a complete reconciliation of outstanding and paid checks with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to rg bytes). The City chooses how you wish to supply this data: in a file transmission or by upload or manual key entry to J.P. Morgan ACCESS Online (ACCESS Online), as warranted by the check activity in each account. Page 47 JYMorgan With check issued data, J.P. Morgan will perform a full reconciliation of activity in the account, delivering a reconciliation report package online via ACCESS Online or on CD -ROM. The standard full reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. 2. Describe when the Bank makes reports available after the last day of the month. The City's reconciliation report package will be available via ACCESS Online, our Internet -based reconciliation product, within five business days from the close of a cutoff cycle. 3. Describe how long electronic reports are available online. The City's authorized users will continue to have access to online history inquiry for seven years with ACCESS Online. 4. Describe the Bank's method for providing paid check information electronically. The cash reporting tools built -in to ACCESS Online let the City create, customize and run up -to- the - minute reports on your accounts, all from a single location. A checks paid report is one of the many reports available. Checks Paid Report • Detailed view of check transactions that have cleared through J.P. Morgan accounts. • Data is available for current -day, previous -day and date -range periods. • Also includes sorting options and drilldown capabilities to view check images and additional transaction details. 5. Describe the Bank's imaging service information. J.P. Morgan offers paid item images in different media to complement your image strategy. ACCESS Online provides the City with online image history inquiry for seven years (standard) with an option to extend retention up to ro years. Additionally, it provides an advanced upfront check search functionality, empowering you to perform single and range -based searches by account number, check number and amount, sequence number, paid and issue date and payee name. The City can provide additional characters of details, such as invoice number, vendor ID, etc., enabling the City to perform an inquiry on the data. The search results will tell you whether the check is still outstanding in your issue file, has an active or revoked stop, is canceled (voided), was paid or was returned Page 48 JYMorgan Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. Paid check images, in many instances, are available for viewing on the same day they are presented to the bank. At a minimum, images of these items are available on a next day basis. • Encrypted CD -ROM will continue to be provided for long -term historical storage. H. Electronic Reporting. Bank must have an on -line application to allow the City to receive previous day balances and transaction information for each account. The City currently uses its Bank's web application to obtain a balance and transaction report each morning for use in connection with its cash management functions. 1. Describe the balance reporting system offered by the Bank, its features, including "user- friendliness': What is the earliest time that the reports are available on -line? ACCESS Online allows the City to retrieve real -time and previous day posting of information each business day. The cash position of accounts held by us and other financial institutions worldwide in any currency can be viewed in an online, secure environment. Current day information is updated throughout the business day for designated accounts. It also provides access to useful information that can aid in planning handing and investment strategies, including top -line summaries, detailed transaction records and historical reports for up to two years. User entitlements can be managed to control access to accounts and reports. Reports include: • Balance and Transaction Report (accounts worldwide) • EDI Report (U.S. based accounts) • Returns and Exceptions Report • Payment and Template Reports • Wire Detail Report A variety of filters can be employed to pinpoint desired transactions for enhanced data management. An export feature offers a variety of formats to facilitate data integration with your accounting and decision support platforms. Page 49 l r 2. Describe the Bank's on -line information reporting system. How long is data available? ACCESS Online provides both prior -day and current -day information. Information sharing is critical in today's fast paced business environment. ACCESS Online provides a powerful tool that delivers timely, accurate data through reports that are easy to create and read — helping the City analyze and manage cash flow. The City's users can select the information needed in the way they want it presented and schedule reports from a single page. ACCESS Online Reports is customizable to fit the City's needs. The City can use ACCESS Online to consolidate information reporting for all company accounts either at J.P. Morgan or at any other bank across the globe. The online portal can receive current -day and prior -day information from U.S. domestic banks through a third -party provider and from global banks through the SWIFT Network. With this multibank service, you can manage all your bank account information through one application in one format at one time. The prior -day information reporting delivery goal is 7:oo a.m. local time, based on where each account is domiciled. Current -day information, which is the reporting of memo - posted transactions, is available throughout the day as the transactions complete on processing applications, such as Lockbox, Wire, ACH, Returns, and DDA. Current -day information generally is available within five minutes of receipt or completion. The Cash Position view displays current or prior day balances on the Home Page, and presents opening ledger, current ledger and current balances totals in an account or base currency. Cash reporting tools let the City create, customize and run up -to- the - minute reports on its accounts, all from a single location. With its flexibility and ease of use, ACCESS Online fits the way clients work to save time. ACCESS Online offers 45 calendar days of account balance and transaction data. Upon request, for report retention, the system can store go calendar days, one or two years of data. 3. Is current day information available? If so, how often is it updated? Current -day information, which is the reporting of memo - posted transactions, is available throughout the day as the transactions complete on processing applications, such as Lockbox, Wire, ACH, Returns, and DDA. Current -day information generally is available within five minutes of receipt or completion. 4. Provide a sample of prior day and intra -day reports that would be the best example of the system's capabilities. Please refer to Appendix 3 for sample reports. Page 0 JYMorgaj s. Describe the level of detail available on the information reporting service for each type of wire transfer service offered. The following information is provided on incoming and outgoing wire transfers on both a previous -day and current -day basis: • Dollar amount • Unique bank reference number • Client reference (the City's reference) number • FED /CHIPS reference number • Received from party (incoming) • By order party (outgoing) • Paid to party • Beneficiary information (if available) • Unique location identifier (ULID) (if available) • Date and time of receipt of wire instruction • Straight - through or repair indicator 6. Can reports be custom - tailored for the end -user? The City can create and save customized reports through a set of filter criteria, e.g., date range, accounts, reference numbers, check numbers, transaction types, etc. Users can: • Run, view and modify all customized reports quickly and easily • View reports online or export them to Adobe PDF or Microsoft Excel formats. Most reports can be exported into CSV, BAI2 or SWIFT MT942/MT940 files. • Schedule online reports for automatic generation. Once reports are run, users can retrieve them through their Report Inbox. • Allow users to share a customized report, where one user can run a copy according to their schedule. A copy of the shared report will appear in the recipient's Reports Inbox, with an icon indicating it has been shared with them. When the original report is modified, the recipient's report will reflect the same modifications. Page 51 JY M®rgan • Customize how to view or download reports with a set of interactive features. These intuitive features include the ability to move, show or hide columns within the report, sort columns on the fly, use J.P. Morgan's web search tool to filter data and add graphs or charts to quickly see trends. By letting the City view each change as it is made, the interactive report makes it easier to tailor to your specific needs. Once customized, the City can save the changes to pull the report again in the future. 7. What are the hardware and software specifications for the Bank's on -line system? As a current customer, the City currently uses our ACCESS Online banking system. Please be certain you continue to have the appropriate technology environment to support ACCESS Online. Use this checklist to validate your hardware and software. ACH File: Warehouse.:... ':. J ,.✓* v/ :_ v, ✓ v, J ACH Services U.S.* J J* J J J J ✓ Funds Transfer Admirtlstxatimi J J d 7 d ✓ : d ✓ eserve d IV J J J V, A/ G1oba1.ACH '. ✓ J d - J d J ✓ Global Trade Transactions J ✓ J Host -to -Host Onlne$ ? ✓ ✓t Liquidity Solutions & Administration$ v/ J$ J$ J J J Receivables Edge§ J - J§ /§ - ✓ J -. d Security Administration - J " J d d d J ✓ Supply Chain Financing^ d IV J J J J J Third -Party Screening Utility- -r v/ ' - J* d . V :: d ', .d V, * ACH Services U.S., & TPSU are also certified on Adobe Reader V12 and Firefox v39. ACH File Warehouse is also certified on Firefox v39. t Host -to -Host Online is also certified on Firefox v39. $ Liquidity Solutions &Administration is certified on Firefox v34, v43 & Chrome v39, v42, v47• § Receivables Edge is also certified on Firefox v37,v41 and Chrome v42, v45• Note: The browser must allow cookies to be created and retained on the workstation. Other • Adobe Flash Player: Version 21 is recommended. Versions 18 and 20 are also supported. Software • Adobe Reader: Acrobat Document Cloud (DC) 2oi.o16.2oo369 is recommended. Versions ro.3, i1.o and 2015.010.20056 are also supported. • Compression software (e.g. WmZip, SecurZIP for Windows) may be required to export reports and files. • Microsoft Excel 2o10 for export of reports data using "CSV Unicode" format is recommended. Microsoft Excel 2013 is also supported. • Note: Flash and Reader are available on the J.P. Morgan ACCESS download page. Workstation • Memory: 4 GB RAM or higher is recommended, 2 GB RANI minimum. • Disk Space: Recommended: toGB free space available. • Monitor: 1280x1024 resolution or higher, 16 -bit color or higher is recommended. 1024x768 resolution, 256 -color minimum. • Best Practices: Use a workstation dedicated to Internet banking (not for email or web browsing). DO NOT use a workstation shared by public, such as at a library or Internet caf6. • We strongly recommend that user workstations be regularly updated with operating system and browser security updates. Regular virus scans should be completed, as well J.P. Morgan Cash Reports, Checks, Payments (Account Transfer, Book, Wire) Approval & Release and /or Trade: ACCESS • Apple Whore, iPad and iPod touch mobile devices, iOS 7.o and greater. Mobile • Android smartphones and tablets, Android 4.4 and greater. Page 53 S . MOrgan Email J.P. Morgan email domains should not be blocked: @chase.com, @jpmchase.cmn, @jpmorgan.com, Filtering Network The following settings Typically apply to network -based proxy solutions and are not required to be Proxy configured on the user's browser settings. To enable connectivity to J.P. Morgan ACCESS, please configure your network proxy solution to allow access to the following domains: *.jpmorgan.com *.jpmorganaccess.com *.acctmanagenent.com S. Describe the security features of your on -line system. ACCESS Online's security features, the Administration functions and implementation options offer the City the ability to choose settings and features that help prevent fraud. • ACCESS Online uses multi - layered security designed to protect the City's data and transactions. • ACCESS Online automatically prevent a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. • For those functions that demand an extra level of security, ACCESS Online provides two - factor authentication via RSA .S'eCurlD® token technology. • PSTP or Portable Security Transaction Protocol, a patent pending technology developed by J.P. Morgan, uses SecurID devices to digitally sign transactions and provide a level of security formerly available only using digital certificates. • The City can setup ACCESS Online with strict controls over user access to functions and accounts. This also helps to enforce compliance with internal audit requirements while enhancing security. Some of the available fraud prevention options include: • Enabling IP filtering to restrict access by limiting authorized users' ability to log on from only IP addresses you designate. • Customizing the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, including separate approval rules for repetitive templates and free form wires, as well as the order in which that review must occur. Page 54 J Y Morgan. • Separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. • Limiting each ACCESS Online user to a single, designated computer. • Establishing transaction and daily aggregate limits at the account and user level. • Creating templates with payment details to prevent wires from being initiated and executed without prior approval of the recipient bank account numbers and template details. To help meet client audit controls, J.P. Morgan requires two security administrators to be involved in user setup and maintenance. Additionally, if security administrators are entitled to use product functions, such as cash reporting, wire initiation, etc., two other security administrators must prepare and approve the product function entitlements. Dual control is enforced as follows: • One security administrator establishes users for: • Accounts and services: ACH initiation, wire initiation, balance reporting, etc. • Functions: Transaction initiation, transaction approval, release, reporting, etc. • A different security administrator approves the users for the accounts, services and functions established by the first security administrator To provide a complete audit trail, the system date and time - stamps all actions executed within the portal and associates those to the user who performed them. After three tries to enter the correct password, the system disables /suspends the log -on ID. Users will need to call the help desk and answer questions to confirm their identity, such as ID and date of birth. The help desk will then enable the log- in ID. This can also be reactivated online if the user can successfully answer a previously stored set of challenge questions. ACCESS Online will allow a basic user to attempt to log on three times before disabling that login. If users have payment initiation entitlements and /or a SecurID device, they will be allowed five attempts to log on before disabling. The total count is cumulative per user, not based on dial -in or log -in. When the user does enter the correct password, the count is reset to zero. mm ACCESS Online logs off users after 15 minutes of inactivity. The user must log on again to continue. I. Positive Pay. The City currently utilizes Positive Pay on the General Demand Deposit and Commissary accounts. A daily positive pay file is generated and uploaded through our current bank's web portal. The City is currently expanding to include payee name verification to positive pay. The Bank must be able to provide this service. As a current customer, the City will continue to submit Positive Pay files as you do today. We will continue to work with you to increase fraud protection on your accounts by adding Payee Name Verification on additional accounts as requested by the City. The City may also want to take advantage of additional operational efficiencies by having the Positive Pay files sent via transmission to the bank to reduce manual efforts to upload. We look forward to working with the City on ways to streamline your current process. J. Disbursements, Wires and Money Transfer Services. Bank must have the capability to accommodate incoming and outgoing electronic money transfers. The Bank should also provide the City with a money transfer type service that allows the City to initiate on -line wire transfers and antra -book transfers among the City's accounts. The City of Santa Ana currently utilizes a ZBA for the housing account. A general account with positive pay service protection is used for disbursement of payroll, accounts payable, and workers compensation payments. A separate checking account is also maintained with positive pay service protection for the City's Jail Commissary Account. Checks are not issued from the Flex Benefit Spending Account, The City initiates electronic payments using an on- line wire function that is part of its current electronic Banking Provider. 1. Does your system offer automated, repetitive and non - repetitive domestic wire transfer capabilities? Are there different controls for repetitive vs. non - repetitive? If so, please describe. ACCESS Online offers the City a complete range of electronic money transfer services to initiate outgoing wires, including automated, repetitive and non - repetitive domestic wire transfers and ACH transfers as well as inter - account transfers. ACCESS Online offers two kinds of templates to support the setup of repetitive wires. Standard templates (the City - verified, repetitive instructions) are controlled by you. In addition to supporting locked fields for added security, they are immediately available for use once approved and activated. Enhanced Templates (a.k.a. bank - verified lines) are setup by the City but have the added feature of being verified by the bank prior to use. Bank activation of such templates is usually a 24 -48 hour turnaround, after which the template is available for use. Page 56 JYMorgan Within J.P. Morgan ACCESS Online, once a wire transfer payment is completed, the option to make the payment into a template via the "Make this a template" is available on the list views and transaction detail views. 2. Describe your procedure for notifying us when a wire transfer fails. How soon is notification made? ACCESS eServe provides a variety of reports to help with improving the payment process. The Straight- Through Analysis Report (STAR) is a high -level performance report that recaps account straight - through processing statistics. It provides an overview of your activity that will highlight potential areas for improvement. Service- related inquiries, including inquiries about failed wire transfers, have a SLA of 24 hours. 3. Describe the security measures and safeguards offered by your service. Include any internet based account services here. Our robust security protocol is designed to help protect your privacy, preserve data authenticity and maintain strong operational controls. Your security administrators can maximize productivity by making sure users are properly entitled and assigned to the right products. Users must enter a unique ID and password to access systems. Passwords expire after a specified number of days. The system encrypts passwords and forces users to change passwords when scheduled. Users must select passwords in compliance with defined standards. Passwords are masked to prevent viewing of passwords upon input. The system automatically locks out a user who enters an invalid password and generates an entry in the security log after a specified number of attempts. Security violations and unauthorized access attempts (for both clients and internal users) are logged by security software. JPMorgan Chase investigates all security violations and unauthorized access attempts to ensure that unauthorized persons cannot gain access to our systems or our client data. Staff members who are accessing systems remotely via the corporate VPN must further authenticate themselves using additional authentication factors. Additional security features are described in detail in Section H, question 8, Electronic Reporting. 4. How are authorization levels established for transfers? ACCESS Online allows complete flexibility for the City to designate the rights of each user on the platform, and provides comprehensive and configurable user entitlements, limits and approval workflow to provide optimal control. Available Page 57 1 s services accommodate a wide range of security options, including dual control among users and daily or transaction limits. By separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. Standard Security Administrator Alodel Standard Security Administrator Model • Two security administrators (SA) are required to add and change user entitlements. • Security administrators cannot make changes to their own profiles. �•� r case4l Need to add new user or update an existing end user's profile. Cam. mntanaa ® rows Wgnrt � Rpuest` Mark Chrs Mare SA SA SA and End User Additionally, ACCESS Online automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. At the point of release, the application requires that two unique users are involved in the payment life cycle, which includes the creation, approval and release of the payment, as well as the creation, approval and activation of any underlying template. Therefore, even if users have all three entitlements, they will still not be able to take all three actions on a payment on their own. 5. The City currently transfers funds among its accounts electronically. Describe ACCESS Online provides authorized users the ability to enter transfers to and from the City's own U.S. J.P. Morgan accounts in a secure online environment 24 hours a day, seven days a week. ACCESS Online allows your authorized users to: • Move funds quickly and easily between accounts. • Initiate free -form transfers. • Create, save and reuse templates with the multiple entry feature. • Access current -day and historical transactions. Transactions received after 8:oo p.m. PT are applied the following business day. Page 58 J.P. Morgan 6. Describe the setup of a positive pay file transmission. What format does the Bank require? Ts technical support assigned to the project? If so, is there an additional cost? The City will upload files containing positive pay issues, voids /cancels and stop payment requests into ACCESS Online in your current format that you use today. The City can also transmit the positive pay check issue files directly to J.P. Morgan. For ARP input file specifications, please see the ARP Issue File Layout sample in Appendix 4. For validation, the City may receive an automated acknowledgement of your check issuance file transmission within one hour of file receipt, via the Internet, fax or transmission. The City can receive direct transmissions of prior -day balance reporting in BAI2 format and direct transmissions of check paid detail for uploading into your accounting, ERP and /or treasury workstation. The City will continue to receive support with any ACCESS Online service via the ACCESS Online Technical Support Group at no additional charge. 7. Describe the Bank's positive pay operation, including timelines for paying or returning exception items. Are images of the exceptions available on -line? As part of a complete range of disbursement services available through ACCESS Online, J.P. Morgan will continue to offer Internet -based positive pay services to the City. Additionally, ACCESS Online will enable the City to use the Internet to review digital images of all exception items and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions so the City can easily employ the most up- to -date fraud protection services. Email notification offers a convenient way to know when exceptions are available for review. For the City's convenience, images of exception items are also available via mobile devices using ACCESS Mobile. With positive pay, the City provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data can be simply and flexibly supplied to the bank via file transmission, online upload, or manually keyed into ACCESS Online. Daily checks presented are then systematically compared against the City's positive pay check issue file. An exception report is generated the next business day identifying any mismatched or no -issue information on file items. The deadline for the City to submit manual entry or file upload via ACCESS Online is 7:30 p.m.PT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 7:45 p.m. PT. Page 59 JYMorgan J.P. Morgan first reviews and scrubs the exceptions to verify that there are no misencoded items. A notification is emailed based on the customer defined email groups at the beginning of the following business day. Authorized the City users are provided the report of exceptions upon log on for pay /return decisioning. The exception items report provides both a front and back image of each item. Authorized the City users simply click on the check number of each item to view front and back check images and can select the pay or return button for each item or select the pay all or return all button, and then electronically submit the decisions to the bank. The City receives an online confirmation indicating the submission was successful. The confirmation can be saved electronically or printed for future reference. No special software is needed for this functionality. To prevent check fraud, the City can view images of positive pay exception checks before authorizing payment. Positive Pay Exception Decision Entry mmw.. owwq , Rat iq H. Page 60 J.P. Morgan ow.uax VKW11�1� }�5 4Y 0) 16pF.f! Pp ypP 2CYtl1�'�' YYIL )d IbCR 1f Po UHMJt Intl MA flt3N 0i 16Cwf5 L+t 9r• RnTLt.�I♦ :CX I..R 54 Iwae[,. W �W S hKMll�ll .l%H G�OI� 16Cw :�. vH 4wrn Page 60 J.P. Morgan 8. Does the Bank offer paid -item truncation with CD imaging? If yes, are images available on -line and at what cost? Yes, J.P. Morgan will continue to provide the City with a CD -ROM of historical check and deposit slip images. CD -ROMs can also include check status and Reconciliation Report data, but only for monthly CD -ROMs going forward, not for historical projects. Historical check images and data will also continue to be available via ACCESS Online. Please refer to Attachment 6A and 613 for pricing information. 9. Does the Bank offer controlled disbursement services? If so, describe the controlled disbursement program offered by the Bank. What presentment locations are offered and what are the reporting times? We recommend the City continue to use the Zero balance account structure in place today as this provides the most flexibility at the lowest cost, however we have provided information on our controlled disbursement service below. J.P. Morgan's controlled disbursement services can help the City gain control over idle balances and optimize loan and investment opportunities. With early morning reporting and the knowledge of exact disbursement funding requirements, the City can maximize your working liquidity by taking advantage of intra -day investments or paying down debt early in the day. We provide the City with check specification sheets to follow when you print your checks. The specific routing number enables the checks to clear through our San Angelo, TX disbursement endpoint, which is dedicated to controlled disbursement processing. Each morning, we receive inputs to the controlled disbursement system. These inputs include files from the Federal Reserve (Fed) and other previously established bank trading partners. The early- morning controlled disbursement funding calculation includes totals from these files, as well as any prior -day account balance information and ACH transactions. Once final presentment is reported, J.P. Morgan will automatically transfer the funds from the linked bank account to your controlled disbursement account (CDA) to cover the total amount reported and maintain a daily zero balance. We also allow our clients to initiate wires and same -day ACH activity from your controlled disbursement account. In such instances, our "late -day" funding feature automatically funds those transactions for you at the end of each day, making sure the account balance remains at zero. Page 61 J. P Morgan The primary advantage of using a CDA is the prompt notification of your daily funding requirements. With the advent of Image Exchange and our advanced technology capabilities, J.P. Morgan now reports gg% of our clients' total funding requirement by 4:45 a.m. PT, accelerating your ability to make investment decisions earlier in the morning. Our national CDA endpoints can each be funded by an account anywhere within J.P. Morgan. f '' 1= Automated transfer approach: The exact amount needed to cover the day's clearings is automatically transferred from the City's funding account to your CDA. Zero balance account structures: ZBA structures simplify funding activities. They accommodate both organizational structure and business objectives while automatically moving money to the appropriate account for funding. Zero balance subaccounts are automatically funded from your master account with an automated same -day electronic transfer. There is no limit to the number of subaccounts within a tier, nor is there a limit to the number of account tiers. 10. Are the presentment amounts available via the Bank's on -line system? ACCESS Online provides controlled disbursement reports, current day only. The City will be provided with the below detailed information. • For U.S. accounts only, these reports show summary and detailed information on your payments and templates. • Provides interim and final presentments and funding across all sites, or selected disbursement sites that offer both. • Can include, for example, all detail payments sent, in- process or future - valued. • Template reporting includes summary and adjustments detail reports of templates active accounts presentment totals by location. • Within location, users can see location number, description, amount and number of items per location in- process. 11. Is controlled disbursement compatible with account reconcilement and positive pay? Yes, it is compatible. Positive pay, payee verification and teller line positive pay are standard fraud prevention measures made available to our controlled disbursement clients. Page 62 J•PMor an 12. By what time each day would information on 100% of the City's clearings be available? The primary advantage of using a CDA is the prompt notification of your daily funding requirements. With the advent of Image Exchange and our advanced technology capabilities, J.P. Morgan now reports 99.9% of our clients' total funding requirement by 4:4o a.m. PT, which accelerates your ability to make investment decisions earlier in the morning. Our national CDA endpoints can each be funded by an account anywhere within J.P. Morgan. 13. Provide a sample controlled disbursement report. Please see Appendix 3 for sample reports. 14. Detail all costs associated with controlled disbursements. Should the City choose move to a Controlled Disbursement Account structure, billing is based on the table below: ServIke Code 1005 Description DDA Account Maintenance 2205 Monthly Maintenance for each CDA account 2210 Charge per item for checks paid on CDA account 5234 Charge per transfer for transferring hinds from a master funding account to replenish the CDA account Please refer to Attachment 6A and 6B for specific pricing information. 15. How are stale -dated (more than 6 months old) items handled? The City can use J.P. Morgan's stale -date feature to return checks that are presented for payment past a client- determined number of days from the issue date. The City's account must be on full reconciliation and J.P. Morgan must receive the issue record in advance of the check being presented for payment. For positive pay accounts, these checks appear as exceptions on the daily positive pay exception report, allowing clients to decide whether each item should be paid or returned. Checks presented on a non - positive pay account that exceed the defined valid number of days will be automatically rejected and returned. 16. Describe the process for placing a stop payment. Does the City have the option to determine the length of time for which the stop payment is in effect? How long does it take for a stop payment to become effective once it has been entered in your system? To streamline the City's stop payment process, the bank offers the following options: Page 63 JYMorga2 • Internet: the City can place stop payments online via ACCESS Online, either directly from within the "Stops" function or more efficiently by using the "Inquiry" function where the check numbers are validated against the issued items. File Transmission: the City can send a stop (or revolve) payment transaction within your positive pay issue files, providing stops to be processed in batch. • Manual: Asa backup, the City may contact your designated client service professional to assist in placing a stop payment. When placing stops via ACCESS Online, the system will search go days transaction history to identify if the check has been paid (extended retention periods are available) for payment requests entered manually. If the record shows the check has been paid, the system will report the date the item was paid. The user can choose to continue to place the stop on the paid item. This could prevent a second item from paying with the same check information. Once the stop payment is submitted, the system can provide confirmation online of successful placement of the stop payment request. The City can print or download details as needed. Furthermore, a stop payment activity report is available through ACCESS Online. The status of the item at the time the stop was placed is available on the activity report. Stop payment requests remain in effect for one year and are renewable for an additional six years. The City also has a fallback option. Simply contact your dedicated client service professional to issue a stop payinent. For same -day action, stop payment requests via ACCESS Online must be received by 4:30 p.m. PT. 17, Can a stop payment be cancelled on the same day as it was issued? For same -day action, stop payment requests or cancellations via ACCESS Online must be received by 4:30 p.m. PT. The City can also call the dedicated client service professional, Marilyn Hardney, to assist with the cancellation. 18. What is the Bank's policy regarding recourse on an item on which a stop payment has been placed, but was subsequently cashed? Stop payments placed electronically via ACCESS Online are effective within Chase branches within one hour. If 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. Page 64 JT Morga.n 19. What responsibility will the Bank assume in researching and correcting errors on paid items (i.e. encoding errors)? Your CSP is the point of contact for all your research and adjustment requests. The client service professional will work with appropriate operational colleagues to make sure your request and any adjustment is handled in a timely and accurate manner. The client service professional has the authority to escalate whenever necessary to make sure that issues are resolved. J.P. Morgan also offers eServe, an online inquiry tool, available through ACCESS Online that allows clients to reverse incorrectly encoded entries and transmit correcting entries securely to the bank. 20. Describe the Bank's documentation requirements for processing claims of forged items from the City. J.P. Morgan has been an industry leader in offering a wide a variety of sophisticated fraud protection services, to protect our clients and the bank from financial loss due to payment fraud. The laws governing checks and negotiable instruments, primarily in Federal Regulation CC and the Uniform Commercial Code (UCC), and interpretation of those laws have been changing to reflect a shared responsibility and partnership between clients and their banks. Therefore, we strongly recommend that the City continue to use positive pay, payee name verification and other applicable fraud protection services, to prevent losses due to check fraud. Each situation is unique and will be examined and researched carefully by our Fraud Control team. The aspect of liability will then be determined on a case -by- case- basis, after all the supporting facts have been reviewed. J.P. Morgan and the banking industry standard operating procedure is to issue a credit to a client's account once the investigation has been completed and the reimbursement is received from the bank of first deposit. Breach of warranty resides with the bank of first deposit. On average, a claim may take 90 days to resolve. The credit usually takes place within three banking days after receiving the reimbursement check. There is no governing time frame for a response. If we receive a denial, no credit is issued. y K. Electronic PaymentjDeposit Services. Bank must have the capability to accommodate a range of electronic payment and deposit services currently used by the City in connection with accounts payables, payroll transactions (including direct deposit), and image check deposits. Describe capabilities regarding Federal and State transfers of funds to and from the City. (Note., the City not currently engage in Federal and State fund transfers but would like to evaluate future possibilities for doing so). Y. ACH Disbursements - The City currently pays some vendors via ACH from the General and Commissary Accounts. Vendor payments are made weekly. a. What are your cutoff times for delivery of a preauthoriaed credit or debit file? ISame -day settlement will occur if both the debit and credit accounts are held at I. P. Morgan. Next -day settlement will occur when an involved account is not held at I.P. Morgan. ACH PPDs must be received two business days in advance. b. Are same day payments possible? J.P. Morgan is highly engaged with NACHA and the ACH industry. Together with The Clearing House and other key NACHA members, J.P. Morgan worked to design, develop and champion the recently approved same -day ACH rule change. Same -day ACH will be implemented in a multi -year, phased approach over 18 months beginning in September 2o16. The rule change mandates same -day ACH for receiving financial institutions. Origination of same -day ACH transaction is optional. J.P. Morgan will support origination of same -day ACH for all clients at the time the new rule goes into effect. J.P. Morgan ACH originators will automatically be enabled to initiate same -day transactions by using the Effective Entry Date within the batch header record on the ACH Pile; an opt -out process will be available for clients who do not want same -day processing. C. Describe the acknowledgements you provide when you receive a file transmission including the level of detail, the information required and the reconciliation procedures involved. ACCESS Online, the City's current ACH solution, is a web -based platform, authorized users may view the transaction status, at any stage of the payment, up until the point it is successfully released and a client confirmation number is received (or rejected) from J.P. Morgan. Reporting is also available to the City providing summary -level information for all transactions and their statuses (Entered, Approved and Released) based on a specified date range. Page 66 J.1 Morgan ACCESS Online users may view the transaction status up until the point it is successfully released. For transactions initiated via the Payments function, once transactions are fully approved and released, each transaction is acknowledged e.g. accepted or rejected. For accepted transactions, a client confirmation number is returned as confirmation that J.P. Morgan has accepted the transaction. In addition to ACCESS Online, J.P. Morgan can also provide clients who implement the ACH Transmission solution a variety of methods to receive receipt of the City's direct transmission files, the City may choose to receive any of the following confirmation files: • ACH File Receipt Notification Service is available to clients that provide J.P. Morgan with Direct Send ACH files and sends the City an email notification that their submitted ACH file was either successfully received by the ACH back office and validated, or rejected for further processing. Email notifications can be sent to a maximum of to corporate email addresses (personal email addresses are not supported) and does not include notification of successful ACH processing of client files. • The ACH Acknowledgement File automatically transmits a copy of the City's original File Header (r) record and File Control (9) record, allowing the City to reconcile back to their original ACH file processing records. • The ACH Companion (Mirror) File provides a complete copy of the original incoming ACH NACHA detail payment file received by J.P. Morgan. This re- confirms the individual payment instructions that will be processed and is often used as a reconcilement file. Any ACH rejects or returns will be reported back to the City within 1 -3 business days. • The ACH Transaction Summary Report (Journal) is created post - processing and summarizes the settlement results and totals for either an individual file or for the entire business day. The report is sent to the City via secure email or direct transmission delivery and is provided within 90 minutes of receipt of the ACH initiation file. Item count and dollar amount are included in the acknowledgement. • Using ACH InfoDex, the City can securely verify and release their ACH files by reviewing that the total dollar amount and number of items on the file conforms to the City's own records. Page 67 J P Mo gan ACH reconcilement services facilitates automatic reconcilement of U.S. domestic ACH payments initiated through various J.P. Morgan channels against corresponding transactions posted to client DDAs. Replacing single, generic offsets, this solution delivers BAI2- formatted information about originated batches or items directly to treasury software systems. This information is also available on ACCESS Online. d. Detail all costs associated with ACH for vendor payment program. ACH vendor payments will be billed on a per transaction basis for ACH Credits originated out of ACCESS Online. Please see Attachment 6A & 613 for pricing details. e. Describe costs for low vs. high volume. There will be no difference for low vs. high volume transactions, ACH payments will be billed on a per transaction basis for ACH Credit or Debits originated out of ACCESS Online. Please see Attachment 6A & 613 for pricing details. f. Distinguish what constitutes low vs. high volume, if applicable. There will be no difference for low volume vs. high volume for the City. 2. Direct Deposit of Payroll - The City currently offers direct deposit of payroll. The City has approximately 1,130 full-time employees and fluctuating part - time staff of up to 670. Payroll occurs on the sth and the 20th of every month. a. Please describe the Bank's Direct Deposit service in detail. As is currently done today, one or two days in advance of the designated payday, the City will send the bank a file containing the total amount to be paid electronically to your employees' designated accounts. The offsetting amount will be charged to your designated account at J.P. Morgan on the day of settlement (payday). The City can supply prearranged payment and deposit (PPD) files for -next day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to J.P. Morgan by 7:00 p.m. PT two business days prior to the settlement date. The file can then be processed in the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees' accounts by open of business on payday. Page 68 JYMorgan b. What are the different file transmission options available, including backup plan? In the event there is a banking system failure and the direct deposit file cannot be transmitted, please explain what the banks contingency plans are to ensure the City's employees are paid. Based on the City's operational requirements, J.P. Morgan recommends: • Uploading of payroll NACHA files through ACCESS Online for lower volume transaction files this is the process used by the City today. • To improve efficiencies and reduce manual effort, the City may use the secure file transfer protocol (SFTP) transmission method for sending payroll files to the bank.. ACH Initiation via ACCESS Online Today, the City uploads payroll files and submits one -off ACH payments through ACCESS Online. The City can continue to create templates to support a complete menu of U.S. ACH transactions, with all template information stored securely with J.P. Morgan: • Consumer payments • Consumer collections • Payroll payments • Corporate /vendor payments • Corporate /vendor collections • Cash concentration • Cash disbursement • Federal, state and municipal tax payments • Child support payments • Fund other J.P. Morgan accounts on a same day basis Transactions based on templates or entered in free -form mode are created by the City, then batched, approved and released for processing. ACH files generated through ACCESS Online are retrieved and processed several times each business day for next -day processing. For non - repetitive payment, the City can create free- form ACH payments without the need to establish a stored template. ACH files generated through ACCESS Online are delivered for processing nine times each business day, Monday through Friday. ACH NACIIA File huya •t This automated interface for easy upload of NACHA- formatted files offers the City: • Future -dated warehousing of up to 6o calendar days. • Ability to create settlement offset at transaction level or batch level. T mm • Next -Day Settlement option for transfers to /from J.P. Morgan accounts. • Option to create addendum record for all payments. Originating Transactions through Batch File Transmissions • Using any one of industry standard NACHA file formats (e.g., ARC, CCD or PPD), the City sends the file to J.P. Morgan through a common protocol, such as secure file transfer protocol (SFTP). • The transmission is encrypted and sent to J.P. Morgan for final ACH processing. • Regular commercial payments to vendors can be submitted on the business day prior to the value date. The City can also warehouse ACH payments for up to go days in advance of the value date for direct. • Once received, J.P. Morgan's ACH system helps bolster data integrity and file edit checks to identify potential duplicate files. • The bank provides a transaction journal within two hours of receipt of ACH file initiation transmission, including item count and dollar amount. • J.P. Morgan will maintain an Internet - facing SFTP server and will create a "drop box" directory on the server for the City. The server will be mirrored for disaster recovery. • The City will be issued a logon and password, giving the City access to the directory. • For inbound data, the City can push files to the directory. The City is responsible for initiating the SFTP session to push and pull data files. • J.P. Morgan offers a file delivery solution allowing the City to send and receive ACH files using SSL session encryption, browser -based file exchange (HTTPS), SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). • These delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation. • Additional file transfer solutions, such as VAN (virtual area network) and VPN (virtual private network), are supported. The bank recommends that large batch files containing any consumer credits be submitted at least two business days prior to the settlement date. Page 70 JTMorgm J.P. Morgan recommends implementing auto - acknowledgements for receipts of the transmission. If the City fails to receive an acknowledgement within 15 minutes of the transmission, you should contact the bank's Transmission Services Group for status and next steps. If the transmission fails, we will work with you to have the ACH or wire released in a timely manner, malting sure adjustments will not need to be made to the account. The City should contact their assigned CSP, Marilyn Hardney, if they are unable to transmit data to the bank. She may be able to provide the City a solution on a case by case basis. You may also contact the ACH Transmission Services Group by phone at (813) 432 -3800. C. What are your transmission deadlines for Direct Deposit ACH fifes? When (Day and time) does the Bank need the file from the City, and - when specifically are funds debited from the City's Account? Direct Transmission ,� 7:00 p.m. PT ACH Payments via J.P. Morgan ACCESS Online' 7:00 p.m. PT ISame -day settlement will occur if both the debit and credit accounts are held at J.P. Morgan Next -day settlement will occur when an involved account Is not held at J.P. Morgan. ACH PPOs must be received two business days In advance. 2 If later deadlines are required, this should be discussed with your relationship team. d. Do you require or recommend pre - notifications for every transaction prior to actual transfer? How are returned pre - notifications handled? Although it is not required by NACHA, J.P. Morgan recommends pre - notifications if the City has the time to respond to corrections or returns generated by a notification of change and correct the information prior to the first payment. While J.P. Morgan recommends pre -notes at least three banking days prior to live - dollar origination, the bank can accommodate most timing scenarios. e. When are direct deposited payroll funds available in an employee's account? For ACH credits, the City will receive availability (memo post) for ACH collections upon opening of the business day on the settlement date. A hard post of the funds will occur at the end of the business day. Page 71 a Describe how returned direct deposits are handled. J.P. Morgan provides the City a detailed view of return items, including check returns, Automated Clearing House (ACH) returns and ACH notification of changes (NOC) via ACCESS Online. Run the report using the default date, account and transaction settings — or customize it by choosing desired criteria and settings. ii. Describe the acknowledgements you provide when you receive a file transmission, including the level of detail, the information required and the reconciliation procedures involved. File transmission acknowledgement options are described in detail in section K, question c. iii. Would you provide personal banking incentives for City of Santa Ana employees? The City's employees may be eligible to open a variety of Chase checking and savings accounts. Information regarding our consumer banking products and retail branch locations can be found at www.chase.com or by visiting any Chase retail branch. 3. Electronic Payroll Tax Payments - Currently, the City pays its payroll withholding taxes with an Electronic Funds Transfer and desires to be able to deposit various employee Federal and State payroll tax payments via secure internet access within the Bank. Please describe the Bank's payroll tax withholding service. a. Do you offer a special service for making State and Federal tax payments? Describe the process including any limitations and timelines. J.P. Morgan supports the ability to originate a full range of U.S. ACH transactions and related remittance data including the TXP- formatted CCD+ transaction for tax payments. J.P. Morgan also offers repetitive and free -form funds transfer (wire) payments that may be used to create federal and state tax payment transactions. In addition, J.P. Morgan provides payment initiation services through ACCESS Online, our browser -based application. ACCESS Online contains ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions and /or formatting changes are made by the taxing authority. b. Can payments be made via the internet? Phone? Other? Yes, the City can pay federal, state and municipal business taxes electronically via the Internet or phone. The City can streamline tax payment initiation activities and remain fully compliant with mandates for electronic filing. Page 72 J P. Morgan C. If a payment has been made by the City in a timely manner but delayed in the Bank's system, will you absorb any penalties and interest charged by the taxing authority? Describe your support services and response time for notifying the City of any problems the transmission files. J.P. Morgan will compensate the City for the full amount of any penalty or interest expense resulting from any bank error, subject to our Account Terms and Conditions and the applicable Product Service Agreements. d. What are the transmission deadlines for tax payments? When specifically are fund funds debited from the City's account? Below are the transmission deadlines. Funding for ACH credits is required by 1: oo p.m. PT on the date of settlement, which is the Federal Reserve deadline for receipt of domestic wires. In its discretion, J.P. Morgan may require a customer to prefund the amount of ACH credit entries on the transmission date, or otherwise, prior to the settlement date. L. Information Reporting Services, Bank must provide on -line monthly account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. The Bank must also be willing to customize such reports where feasible to accommodate the City's preferences. J.P. Morgan will continue to provide on -line access to account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. J.P. Morgan will continue to accommodate the City's needs for customized reporting when necessary. Available partial and full reconciliation reports are listed below Please see Appendix 5 for sample ARP reports. Reconciliation Report,Name Full Partial Report Description Bank Statement Yes Yes Provides a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. Consolidated Diagnostic Yes No Provides an itemized listing of all issued and paid checks Summary Report exception items during the reconciliation period. Consolidated Yes No Lists both unpaid and paid checks for the reconciliation Reconciliation Report period. Full and range reconciliation clients may receive this report in addition to or in lieu of the Paid and Unpaid Reports. This report reflects the status of every check written whether paid, outstanding or assigned a special status such as cancel or stop payment. The standard report is printed in serial number sequence. Serial numbers are sequenced vertically. Coversheet Yes Yes Summary page. Current Stop Yes Yes Lists all stops on file for an account as of the reconciliation Reconciliation Report period date. DDA Paid File Yes Yes Provides an itemized listing of all paid checks during the period. Daily Paid File Yes Yes Provides an itemized listing of all paid checks during the previous business day. Miscellaneous Credit Yes Yes Lists all credit transactions posted during the reconciliation Reconciliation Report period. Miscellaneous credits include deposits, electronic credits or credit adjustments processed by the bank. Descriptive information relative to the item is provided where applicable. Miscellaneous Debit Yes Yes Lists all debit transactions, other than checks, posted during Reconciliation Report the reconciliation period. Outstanding Settlement Yes No Provides the balances pertaining to the issue information Report submitted during the reconcilement period. Paid No Issue Report Yes Yes Lists separately all the current- and prior - period paid items with no corresponding issue information on file. Items will remain on the report until issue information is submitted. The bank can generate a Paid -No -Issue Report upon request. Paid Only Diagnostic Yes No Provides an itemized listing of all issued and paid checks Summary Report during the reconciliation period. Paid Only Reconciliation Yes Yes Lists all checks paid during the reconciliation period. The Report standard Paid Only Report is printed in serial number sequence. Serial numbers are sequenced vertically. A grand total of paid items is printed at the end of the report. ,i Reconciliation Reports Package Report Name Full Partial Report Description Recap of Posted Items Yes Yes Provides a daily recap of all items posted during the reconciliation period. It also summarizes, per day, the number and amount of issues, stops placed, stops removed and canceled items. The report is printed in sequence vertically by day. Recon Data File Yes Yes Text file containing issues, stops placed, stops removed, canceled items and outstanding checks. Stop Reconciliation Yes Yes Lists all stops on file for an account as of the reconciliation Report period date. Unmatched Report Yes No Lists all unmatched paid and issued items (outstanding checks and paid -no- issues) as of the reconciliation period date in amount sequence. Unpaid Only Diagnostic Yes No Summary of outstanding check and exception items. Summary Report Unpaid Only Yes No Lists all outstanding checks and exception items, including Reconciliation Report stops and cancels, as of the end of the reconciliation period. The total of outstanding items is printed at the end of the report. The City will receive account bank statements for each account from the bank. These reports provide a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. J.P. Morgan's account bank statements are available via secure Internet delivery with ACCESS Online, thereby providing the City with comprehensive reporting in the most timely and efficient manner. Our electronic account bank statements are identical to the paper statements mailed to clients and are available within two to three business days after the statement cutoff date. The account bank statements include all transactions posted to the account including all checks paid by check number with paid amount. Electronic account bank statements also include images of checks paid during the statement cycle. Correction entries made by the bank will be included on the statement as well. J.P. Morgan's electronic account bank statements provide the City with the following benefits: • Security measures include machine registration and the convenience of using a single sign -on to retrieve statements and perform entitlement via ACCESS Online. • Email alerts are sent to notify authorized the City users when the account bank statements are available for download. Page 75 JYMorgal • The City will be able to print and view a statement as it would be presented in its original paper form. • The City can search for transactions by opening the statement as well as clicking on the image icon next to the statement name to see an image of the front and back of the cancelled check. • In addition, the City can save and print the statement in PDF format as well as export data to a Microsoft Excel spreadsheet or in CSV format. The Excel and CSV formats are available 24 hours before the PDF. The City will receive an account analysis statement each month identifying all services provided, product volumes and the resulting service charge incurred. The statement captures a monthly summary of the City's balances and service charges. Analysis statements are provided for each account and on a group summary basis. The City can retrieve electronic account analysis statements via ACCESS Online on the sixth business day after month end and up to 13 months of statements are available. All sections of your account analysis statement maybe viewed, printed, and exported through ACCESS Online. Analysis statements will be available in PDF, Excel and CSV formats. The City can 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. The City will benefit from online access with: • Faster delivery: The PDF version is available on the sixth business day. • Robust encryption technology: Allows you to export billing statement data into Excel format or text (CSV) for further analysis purposes. • Grouping of multiple billing accounts: Allows you to group specific accounts and billing relationships together for online analysis purposes. • Control over user administration: Security administration allows you to create user profiles giving access to specific accounts or billing relationships as required. It also allows you to reset user passwords. The City can also create and save customized ACCESS Online reports through a set of filter criteria, e.g., date range, accounts, reference numbers, check numbers, transaction types, etc. Users can: • Run, view and modify all customized reports quickly and easily • View reports online or export them to Adobe PDF or Microsoft Excel formats. Most reports can be exported into CSV, BAI2 or SWIFT MT942/MT940 files. • Schedule online reports for automatic generation. Once reports are run, users can retrieve them through their Report Inbox. [,age 76 J.PMOPI Allow users to share a customized report, where one user can run a copy according to their schedule. A copy of the shared report will appear in the recipient's Reports Inbox, with an icon indicating it has been shared with them. When the original report is modified, the recipient's report will reflect the same modifications. Customize how to view or download reports with a set of interactive features. These intuitive features include the ability to move, show or hide columns within the report, sort columns on the fly, use J.P. Morgan's web search tool to filter data and add graphs or charts to quickly see trends. By letting the City view each change as it is made, the interactive report makes it easier to tailor to your specific needs. Once customized, the City can save the changes to pull the report again in the future. J.P. Morgan offers several master reports to assist the City with tracking the status of transfers. M. Web -based Applications. The City is interested in utilizing new applications and technology to increase the level of customer services available to the citizens of Santa Ana, The Bank must provide web based on -line services that provide added convenience and cost savings. These web based on -line services should include such services as., ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications. The Bank should have the ability to tailor web based banking applications to the needs of the City. The City will continue to use our electronic banking portal, ACCESS Online for ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications. ACCESS Online is a highly intuitive and easy to use, cash management solution that seamlessly integrates all treasury activities through a secure portal using a single authentication process. Page 77 J.F. Morgaln N. Implementation and Training Services. As part of any conversion period and as necessary thereafter, the Bank must provide on -site training to City personnel for the operation and use of the Bank's services and automated systems for all areas of service. The training must be sufficient to ensure that City personnel are proficient with all systems and procedures prior to the conversion date, and anytime thereafter. Training, operating manuals, and on- going support are to be supplied by the Bank for all services provided. [Items I. Through 7. - Respond Only as Applicable] 1. Describe the overall plan your Bank would coordinate to ensure a smooth and error -free transition from a current Banking Provider. As a current customer, the City will not have to go through the challenges of a full bank migration and implementation. As we identify new solutions that can improve the overall efficiency of the City, J.P. Morgan will support you through the implementation of any new services using our standard implementation project methodology 2. Now long does a typical conversion to your Bank take? As stated above, should the City select J.P. Morgan, the City will not be required to go through a bank change conversion. -3. - Provide a detailed implementation schedule, including assigned responsibilities. Maintaining the City's relationship with J.P. Morgan allows you to continue your current treasury services without disruption. You will avoid a time - consuming and costly conversion process by choosing to retain us as your banking services provider. The City's employees can focus their valuable resources on other projects, which ultimately saves you significant work, time and money. Some of the advantages for the City are that accounts and processes will not change and there will not be a need to assemble a transition team or train employees on a new service. Another benefit of renewing the contract with J.P. Morgan is that the City will avoid many of the burdensome procedures and costs associated with switching financial service providers. In addition, your previously established Client Service and Implementation teams will continue to support you. They are already knowledgeable about your accounts and operations and will not require the learning curve of a new provider. If you do decide to implement any new, complex services, J.P. Morgan will work with the City to implement those services 4. Provide all costs and the responsible party (Bank or City) that are involved in an implementation? Should the City retain J.P. Morgan as your provider, there would not be any implementation costs. Page 78 JTMorgal s. Do you have a user group? If so, how are they structured? What topics are they currently discussing? J.P. Morgan is constantly working to improve the implementation experience by obtaining and reacting to client feedback. In 2015, 91% of our clients responding to a post - implementation survey rated their overall experience as very good to exceptional. Information is gathered through post - implementation email surveys, checkpoint calls between clients and implementation managers, in -depth debriefs with clients and on -site client visits. Implementation personnel performance is monitored on an individual basis with a monthly scorecard that tracks client feedback and a variety of other internal quality metrics. 6. Describe the Bank's hardware, software, and personnel utilized for technical applications of banking processes and procedures. Include a description of portals, transmissions and downloads of information, electronic funds transfers, and e- Banking. Please refer to Section H, Electronic Reporting, question 7 for the bank's hardware and software requirements. 7. Describe the Bank's technical personnel who will be available to support the City's technical staff in implementing new processes and procedures to perform the City's banking functions. Training, operating manuals, and technical support shall be supplied by the Bank as appropriate for all services provided. Should the City decide to implement any new services, the City's dedicated implementation project manager would act as the primary point of contact between all levels of the City (e.g., management, users, technical staff and external partners) and your J.P. Morgan relationship team and staff. Your implementation project manager is responsible for securing the appropriate technical resources to assist the City with any required file testing and the setup and testing of any transmissions. The implementation project manager would schedule a kickoff meeting for large or complex implementations. Key tasks, personal responsibilities and time frames are documented and shared with all project team members. Subsequent meetings will be held to track and support the progress of the implementation. The City, in conjunction with the implementation project manager, would decide how often these meetings will be held. Support during implementation would include training, technical assistance, user manuals and on -site visits. In addition, the Client Service and Technical Support teams provide ongoing support. These teams also provide training, usage and technical assistance via telephone. Page 79 aJ. T-.1Y organ O. Audit Requirements. Bank will be required to respond to audit confirmations and other requests for data at least annually or as needed from the City's outside auditors. Bank may be requested to permit the auditors to conduct on -site inspection of transactions or review the Bank's internal control system. Define the roles and responsibilities associated with these tasks. The bank will allow, at the City's expense, the City's auditors and independent public accountants, including where state or federal assistance is involved, state and federal auditors identified by the City, reasonable access during normal working hours to the City's bank records as is reasonably required in connection with their examination specifically pertaining to the City's accounts, and use of funds and services provided by the Bank to the City. Any access or examination will be: requested in writing; specifically describe the scope and records required; mutually agreed upon as to time and scope; and subject to J.P. Morgan's security procedures and record retention policies. J.P. Morgan may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the scope of the records made available. The City shall reimburse J.P. Morgan for the reasonable cost of copying, collating, researching and producing archived information. P. Service Management. The City of Santa Ana places a strong value on excellent customer service and requires a commitment from both its own staff and the companies with which it does business. Bank shall endeavor to Promptly ftmnedfetely notify the City whenever the Bank becomes aware of significant security. fraud, and other issues that are likely to City accounts with the Bank, such as, For emempie, Gty steffi should he imAqrme of any new form of check fraud that may not be addressed by existing security implemented by the City. whieh n9any effeet the City as seen as Vessibie after the Bank _...___ To the extent that these issues have impacted the City's accounts at the Bank. The the Bank she will Promptly provide the City with information on what the Bank is doing to correct the problem and recommendations as to what the City may do to cause as little administrative and cost burden to the City as possible. In addition, from time to time, the Bank shalt will endeavor to provide the City with information concerning new and updated technology in the banking industry, which can improve the City's banking or business activities. Designated bank personnel shall be available by telephone t� .;,es during the Bank's regular business hours to respond promptly to City questions J.P. Morgan shares the City's emphasis on the need for excellent customer service. The City will continue to be supported by your existing relationship team: Jason Johnson, Kerwin Deese and Marilyn Hardney. We will continue to be proactive and will provide regular relationship reviews, training opportunities and client discussions to make certain that City staff stays up -to -date on the latest in banking technology, operational best practices and other related topics of interest. Page 80 JY Morgan Q. Disaster Recovery. The Bank's disaster contingency plans, contact list and backup systems which would enable the City to continue operations and provide services to its citizens in the event of systems breakdowns or other emergencies are important to the City's ability to provide continuous services to its residents and local business community. Describe the Banks disaster recovery plan in detail. As an integral part of normal business operations within J.P. Morgan, every manager in the firm is responsible for developing and maintaining resiliency plans as part of the firm wide Resiliency Management Program, part of the firm's Global Resiliency and Information Technology Risk Management department. Resiliency activities of J.P. Morgan must comply with and are governed by several agencies that have laws, rules and regulations. Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the Office of the Comptroller of the Currency, the Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System and regulatory agencies within the different geographic regions. Resiliency planning is also commonly referred to by terms within the industry as business continuity, disaster recovery and contingency planning; they all represent the process whereby financial institutions ensure the maintenance or recovery of operations and service to their clients. Resiliency plans must explicitly address the business, operations and technology components of a business process, including those critical processes and functions provided by outside service providers and industry utilities. Contingency locations are an integral part of resiliency planning. In combination with the firm's testing program the locations ensure that the business resiliency plans remain accurate, relevant and operable to minimize disruption to our clients. Critical resiliency plans are tested annually, at a minimum, to verify the effectiveness of alternate locations and to demonstrate that the plans remain accurate and executable. J.P. Morgan's 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. The firm's Board of Directors reviews the status of the overall resiliency program on an annual basis. J.P. Morgan's exercises commercially reasonable efforts to ensure that the firm meets our obligations to you and to all of our clients. The firm's resiliency program provides comprehensive business impact analysis, risk assessment, Page ga resiliency planning and testing to ensure we can manage our risk and our clients risk within a reasonable time period. A summary overview of J.P. Morgan's CIB business resiliency planning is provided for your review in Appendix 6. If you require more detail regarding our business resiliency planning methodology, we will be pleased to arrange a meeting for you with members of our business resiliency staff. 2. Where are off -site facilities located? How quickly can this facility be activated in the event of an emergency? Due to the sensitive nature of this information, J.P. Morgan does not release specific details on the location of primary and backup data centers and processing sites. All backup sites and hot -site locations are in a separate zone or region depending on the product and regulatory requirements of the country in which we are operating. J.P. Morgan's corporate policies use the zone designation to measure and depict local diversification of infrastructure and access. To address wide -scale disruption, the term region, as a designation, is used to measure and depict the susceptibility of multiple locations to the same wide -scale disruption. An analysis to determine zone and region designation is performed by our Corporate Real Estate /Corporate Security /Global Life Safety business units with input from Corporate Technology and Corporate Resiliency Risk Management. Each J.P. Morgan business unit performs a formal Business Impact Analysis (BIA) to assess the operational, financial and reputational impact of a service disruption on clients and the firm. The results of the business impact analysis are used to determine the criticality of the function and the corresponding recovery time objective. Recovery time objectives and service levels vary based on criticality of the specific business function. For our most critical functions, we apply a 2 -hour recovery time objective for full resumption of normal operations. For other functions, we apply recovery time objectives ranging from 4 -72 hours. For the least critical functions, we apply a recovery time objective of 73 +, which results in those business functions deferred and /or suspended. Business and support group areas must identify their requirements based on their process capacity needs to address a loss of an entire zone for a minimum of 3o days. This enables businesses and support groups to stage their recoverability over that time period. Page 82 JYMorgal R. Bank Liability. The City will assess the degree to which the Bank will assume liability for injury or harm to the City, its officers, officials, employees, agents, vendors, customers, bondholders, and third parties in general. The City needs to clearly understand the extent to which the Bank is willing to assume liability if and when extraordinary events might occur. The bank's acceptance of liability for damages to the City and /or its employees (in connection with failure to process payroll payments) will, in each case be dependent upon facts and circumstances of the particular situation, and any contributory fault or negligence of the City or third parties not controlled by the Bank, as well as timeliness in the City's notification to the Bank of any issues with respect to altered checks, non - receipt of electronic transfers, and the like. The bank generally does not accept liability for indirect, consequential, or punitive damages. 1. Under what circumstances will the bank assume full liability for check fraud on the City's accounts? J.P. Morgan has been an industry leader in offering a wide a variety of sophisticated fraud protection services, to protect our clients and the bank from financial loss due to payment fraud. The laws governing checks and negotiable instruments, primarily in Federal Regulation CC and the UCC, and interpretation of those laws have been changing to reflect a shared responsibility and partnership between clients and their banks. Therefore, we strongly recommend the usage of positive pay, Payee Name Verification and other applicable fraud protection services, to prevent any and all losses due to check fraud. Each situation is unique and will be examined and researched carefully by our Fraud Control team. The aspect of liability will then be determined on a case by case basis, after all the supporting facts have been reviewed. Currently in most states, the UCC provides for defenses that can be raised to a claim of loss due to check fraud based on the following principles: • Ordinary Care — the observance of reasonable commercial standards that prevail in the area in which the person is located and with respect to the business in which the person is engaged. • Comparative Negligence — in situations where there is loss due to fraud, a court would compare the client's negligence against the banks negligence to determine who should be liable. • Contributory Negligence —the client could be found to have contributed to the loss if, for example, they fail to safeguard checks from forgery or alteration by a "reasonable commercial standard," and that failure to safeguard contributes to the forgery or alteration. � TMi Reasonable Promptness — Clients must exercise reasonable promptness in examining statements or items to determine if any payment was not authorized and to notify the bank. The UCC allows for certain terms to be modified by agreement and most banks, through their account terms, require clients to review their statements within 30 or 6o days and to report any errors. 2. Under what circumstances will the Bank assume liability for wire failure, any subsequent nonpayment to the City's bondholders or unauthorized wire transfers? In general, J.P. Morgan accepts a wire transfer by executing the order. J.P. Morgan is authorized to execute payment instructions that it has received and accepted prior to the cutoff times. In the unlikely event that we cannot complete the execution of a transaction released to us in time, and confirmed to you as accepted, our service staff will notify you of the circumstances and discuss with you alternative courses of action. In the event that there are problems with a wire transfer, legal liability will be determined based on applicable law and the particular facts at issue. 3. Under what circumstances will the Bank assume liability for damages to City employees in the event that Direct Deposit failed? ACCESS Online is a web -based platform, therefore, authorized users may view the transaction status, at any stage of the payment, up until the point it is successfully released and a client confirmation number is received (or rejected) from J.P. Morgan. Rejected items will appear on ACCESS Online, allowing the City to make any adjustments required. Additionally, J.P. Morgan offers eServe, an online inquiry tool that allows ACH clients to reverse incorrectly encoded entries and transmit correcting entries. Your Relationship Team can request additional research for any items that fail that the City is not notified of via ACCESS Online or eServe. We will work with the City to find a resolution for each failed payment. 4. What assurances will the Bank make that no unapproved debits are made to the City account(s)? If an unauthorized debit occurred, what procedure does the Bank have for reversing it? J.P. Morgan will continue to provide ACH Debit Block and Transaction Review to the City to assist with preventing unauthorized debits. The City should reach out to their dedicated CSP, Marilyn Hardney, to dispute any unauthorized debit that should hit their accounts. Page 84 JYMorgal ACH debit block enables the City to specify which companies are authorized to post ACH debits to its accounts, blocking unauthorized use. The system's "block all" option prevents all ACH debits from posting. The City may also set dollar limit ceilings. With the ACH debit block transaction report, the City receives a daily report that provides a listing of all transactions that are blocked. Data is transmitted via Voltage secure email to identify blocked transactions or optionally to indicate that no transactions were blocked. ACH Transaction Review ACH transaction review, available through ACCESS Online, enables the City to review and confirm ACH debit and credit transactions online, as well as return unauthorized transactions on a case -by -case basis. How it works Page 85 JYMorgal ACH Debit Block ACH Transaction Review Transaction Types Debit Debit and Credit Criteria Block all: Review all or subset transactions by • By Company ID filtering: • By maximum dollar amount DR /CR transactions • Company ID • Dollar amount /dollar range • Transaction type Returns Returned automatically Client return decision required Timing Presentment day Day after presentment Notes: Blocked Transaction Report Transactions blocked by ACH Debit Blocking will not be presented for review Page 85 JYMorgal Debits notAffectedIrkACHDebitBlock1 )- ansaction Review In accordance with customary practices, as well as applicable law and rules, the following types of ACH - related debits will not be blocked: • ACH debits to the City's account to offset ACH credit entries originated by the City through J.P. Morgan • Reversals of previously received ACH credits • Reclamation entries, as defined in the NACHA operating rules • Debits to the City's account initiated by J.P. Morgan to correct processing errors, effect back - valuations or make other adjustments • Returns or reversals of ACH debits originated by the City • Fees or charges owed for services provide by J.P. Morgan S. Under what circumstances will the Bank be liable for missing deposits? What procedure, if any, does the Bank have for resolving disputes over deposits? The City's client service professional (CSP), Marilyn Hardney, will continue to be your point of contact for all your research requests. Marilyn will work with the appropriate operational colleagues to make sure your request and /or adjustment is handled in a timely and accurate manner. In addition, Marilyn has the authority to escalate whenever necessary to make sure that issues are resolved. 6. What protection does the Bank afford that all City issued checks will be honored? Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to your funds control officer in the Transaction Approval Group (TAG) for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. S. Miscellaneous Questions 1. Will the Bank assign a designated representative to the City's account for inquiries, day -to -day communications and problem resolution? If no, how will these items be handled? Yes, Marilyn Hardney will continue to serve as the City's dedicated client service professional (CSP) for account inquiries, day -to -day communications and problem resolution. In addition, you may also reach out to the other members of the City's relationship team. gE 2. Are there toll -free numbers for customer service and technical support? What hours is live phone assistance available? In addition to your primary and back -up client service professionals, the Commercial Banking Service Center is staffed with CSPs who can help with routine requests from 5:00 a.m. to 5:00 p.m. PT Monday through Friday. Our Technical Solutions Group (TSG) provides support to the City for ACCESS Online and Virtual Remit related inquiries, which includes troubleshooting browser, software and scanner issues. They will also assist you with MICR correction, multifactor authentication, Internet troubleshooting, password resets /unlocks, resolving error messages, etc. The Technical Solutions Group offers extended hours of operation, from r: oo p.m. PT on Sunday through 5:00 p.m. PT on Friday. Additionally, our Transmissions team provides support for clients initiating file transfer or receiving reporting via Direct Transmissions to J.P. Morgan. Staff is available to assist Transmissions clients from 12:00 P.M. PT on Sunday through 11:00 a.m. PT on Saturday. During all other hours, staff is available on call. Technical Solutions Group — (800) 888 -8053 Customer Service Center — (866) 954-3718 3. Will the Bank cash payroll checks at no cost for City employees? J.P. Morgan will continue to cash the City's payroll checks drawn on J.P. Morgan. The City may elect to have fees charged to the payees or to absorb fees on behalf of the payees. This applies only to payees without Chase accounts; Chase account holders will not incur fees. Reasonable thresholds will be established for the City based on the expected activity and risk for the account. The threshold represents a maximum per check limit. The standard maximum threshold is $5,000; any increase in that threshold requires additional reviews and approvals. Pricing for non - account holders is $8 per item and can be charged to the payee at the teller line or absorbed by the client via account analysis. J.P. Morgan offers on us check cashing which does not require a check cashing agreement. 4. The Bank will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Will the Bank be able to comply with such requests? The City has two options for requesting an audit confirmation from J.P. Morgan: • Confirmation.com allows the City to request audit confirmations electronically. Your requests will typically be completed within two business days for most account types when using the website. Page 87 JYMorgan Faxing the request is also an option. Responses to faxed requests could take up to io business days. Confirmation.com is an independent provider of electronic confirmation processing. To begin using this service, your audit firm must first register at w .confirmation.com. Once your registration has been submitted and validated, you can begin submitting your audit confirmation requests online. 5. The Bank must identify the cost (if any) to the City for: depository bags including bulk coin deposit bags, endorsement stamps, deposit slips, standard commercial currency supplies such as currency wrappers, check stocks, deposit tickets, labels, and other necessary supplies. a. Can supplies be ordered on -line? Our client service professionals are available to assist the City's authorized personnel with detailed instructions as needed. The City orders deposit tickets and other supplies directly from J.P. Morgan. b. Can the costs of these supplies be paid through Account Analysis? The bank debits deposit tickets, endorsement stamps and depository bag fees directly to the City's account. Other depository supplies may be charged through account analysis T. Desired Related Services Not Part of this RFP 1. Armored Car Services. The City desires the bank to bid and provide armored car service for two locations. 1) Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701 and 2) Santa Ana Zoo located 1801 E. Chestnut Ave, Santa Ana, CA 92701. Pick up services would be four to five times a week Monday through Friday after 12:00 p.m. City Hall is closed alternating Fridays. Armored car Service Company must ensure same day credit. a. Can this service by paid through account analysis? J.P. Morgan does not provide ground -based courier services for the pick up and delivery of domestic paper check or cash deposits. The City will need to continue to contract independently with an armored courier service provider and this service will need to be paid for directly by the City. J.P. Morgan can not process the charges for this service through Account Analysis. The bank does not endorse any specific third -party couriers. However, based upon the processing site, J.P. Morgan can provide details of the existing couriers in those markets. Any changes to the City's current armored courier service provider will need to be approved by the bank. b. Describe the services and pick -up times available from armored car companies the Bank utilizes that can ensure same day credit. We suggest that the City continue having deposits delivered to our Los Angeles cash vault location. The City will also continue working with their Page 88 JTMoraan dedicated client service professional, Marilyn Hardney on deposit adjustments or research requests. • Cash -Only Deposit Deadline for Same Day Credit: 8:0o p.m. • Mixed (Cash and Check) Deposit Deadline for Same Day Credit: 3:30 p.m. • Check -Only Deposit Deadline: 3:30 P.M. 2. Custodial Services - The City currently has a $309 million investment portfolio, approximately $245 million of which is in securities maintained by its current Custodian. Currently, Custodial Services are conducted under a separate contract with BNY Mellon and this relationship may be continued. The City requires the Custodian to be thoroughly familiar with the public sector and the investment of public funds. There is no guarantee that the City will use the depository bank for safekeeping but may exercise its option in this area. However, the Bank will be required to have book -entry safekeeping services through the bank. Correspondent processing is not acceptable. Delivery versus payment basis is required to clear securities and report investments to ensure the protection of its security interest in portfolio investments. a. Describe Custodial Services offered by the Bank including confirmation of maturities, expected interest payments, calls ad purchases. Provide samples of confirmation, expected interest payments, and call notices. b. Discuss timelines for receiving month -end reports, statements, and confirmation reports. Are these available on -line? C. Custodial statements must describe assets completely as cost, par and market value as of the end of the month. Please provide a sample. d. Describe the Bank's funds transfer procedures for transferring funds to the City on a same day basis. e. Can this service be paid through account analysis? F. Identify the advantages and disadvantages associated with having the custodial account reside at the Bank that is also the provider of the City's general Banking services. J.P. Morgan respectfully declines to bid on Custodial Services for the City. Page 89 )i s 3. Merchant Card Services. The City is hoping to potentially combine credit card merchant services (or some portion of merchant services) with banking services to streamline operations and cash flow as well as operational coordination but is not required to do so. The City currently accepts credit cards over the counter at four (4) locations utilizing its city -wide cashiering system, System Innovators iNovah. The City also accepts credit card payments via the City's website for water utility, business license tax, dog licensing, and limited types of building permits. The City also accepts credit cards at its parking meters. The City desires that the Bank chosen for banking services will have a close working relationship and working history with one or more of the City's merchant services providers if the bank itself does not offer the services under a subsidiary or affiliate. a. How is the applicable interchange fee determined for each transaction? What does the Bank recommend to minimize interchange fees? The interchange fees charged are set by the card brands and determined by several factors. Some of these factors include the type of organization accepting payments (i.e. utility, government services, higher education, coffee shop, etc.) and how the card is accepted (i.e. swiped in person or keyed in over the phone in a card not present environment). We work consistently to help the City qualify for the lowest interchange rates available. The following business practices and system features illustrate our continuous effort: • Our automated interchange management and monitoring process provides you the benefit of an optimal fee structure and minimizes the overall interchange clearing expense. • Our extensive edit process helps ensure that non - qualifying transactions are successively cleared at the optimal rates for which they can qualify. • Our system - generated exception reporting capability monitors, reports and reviews downgrades at a certain threshold or higher. • We provide ongoing communication and support to promote interchange best practices. b. When and how are the discount rate and other fees charged to the City? Can this fee be paid (in whole or part) through Account Analysis? We are pleased to offer the City the ability to offset Chase Commerce Solution credit card interchange and merchant processing fees against qualifying deposits. The City will benefit from a managed earnings credit rate of .31% towards the offsetting of these fees. Please note that no floor rate applies to this special purpose account. Page 90 JYMorgal, Balances used to offset merchant processing related fees must be kept in a separate DDA as the offered ECR for traditional Treasury Services in the primary depository accounts are at a different rate. Your relationship team will work with you to discuss the City's different account options and determine the most efficient account structure that meets the City's needs. Please note that the ability to offset merchant related fees via account analysis is limited to those incurred through a merchant processing relationship with Chase Commerce Solutions and the City must receive a billing statement directly from Chase Commerce Solutions for the services provided. C. Describe the Bank's position on allowing servicefconvenience fees to be added to credit card transactions. We support the allowance of service /convenience fees that comply with Card Associations roles and regulations. d. Describe your reporting methodology and how adjustments and chargebacks are handled. Are chargebacks and other debit adjustments netted from daily proceeds or debited separately? What is the rebuttal process? We offer the City a full array of processing reports through Resource Online, our proprietary suite of innovative Web -based tools that enables you to quickly and easily access your payment processing data. Resource Online provides access to front -end point -of -sale data, back -end reconciliation data, and more. Access is modular, so we can tailor the reporting tools to meet your needs and to make the most sense for your organization. We debit credit card chargebacks and other debit adjustments during the daily settlement process. We usually debit chargebacks from the client's main operating account and can debit them separately from your daily funding credits. The information can be tied back later using our Resource Online reporting tool. In addition, you can configure the Funds Transfer Instructions (FTI) for chargebacks and adjustments to provide detail for reconciliation. e. Is the Bankcard relationship managed by a separate unit of the Bank, or by the Account Relationship Manager? Please briefly describe the structure of this area. Payments processing and merchant acquiring services are provided through Commerce Solutions within J.P. Morgan's Consumer and Community Banking group. The City's dedicated Client Service Professional will also assist in issues related to merchant card services. Rage 91 J P organ 4. Corporate Credit / Purchase Cards - The City currently has from 8 to 10 corporate credit cards issued to select employees and averages approximately $500,000 in card transactions annually. a. Can the Bank provide the City with corporate / purchase credit cards? Yes, J.P. Morgan can provide the City with commercial cards. Based on the City's objectives, we recommend the One Card for your commercial card program. The J.P. Morgan One Card is a powerful way to combine all of your purchase and travel expenditures into a single card program. From office supplies and equipment to airfare, hotel, and restaurants, the One Card is the only card you need. This versatile solution also empowers the City to: • Identify process efficiencies and potential savings through robust, web -based reporting • Pay vendors faster while optimizing cash flow • Customize cardholder controls • Earn an annual rebate by charging qualified purchase or travel expenses to the card • Leverage support for your employees as well as for your program administrator � x J.P. Morgan works with MasterCard to provide our clients with the smartdata.gen2 (smartdata) system which simplifies reporting, data management, and approvals for all card charges, including out -of- pocket cash transactions such as cab fares. Smartdata further supports your program administrator, managers, and cardholders by delivering daily transaction updates, line -item detail, and the following advantages: • Comprehensive reports— Dozens of reports can be viewed 24/7/365, supplying a full overview of where and how your employees are spending across your entire organization. Default transaction coding — General ledger codes can be linked to a merchant category code, specific merchant, or card account. Our electronic coding allows you to automatically assign general ledger codes to transactions without manually entering every expense. Page 92 JTMorga)Z Integrated transaction data —The City can integrate card transaction information into your ERP system without the need for manual data entry; Microsoft Excel files can also be generated for custom data analysis by your finance, audit, or managerial staff. • Simplified program administration— Smartdata makes program management easier through the Smart Data Real -Time Account Manager (SDRAM) for your administrator, managers, and cardholders with online transaction review and email approval notification. Administration functions such as new card requests, address changes, and spend limit adjustments can be completed online and in real time. Faster Vendor Payment with Optimized Cash Flow The One Card can help the City limit costs by replacing requisition, purchase order, and reconciliation processes with intelligent card controls and reporting. Operations are streamlined by eliminating steps such as purchase order data entry and vendor setup. You can also reduce check writing by consolidating all purchases into a single monthly payment. Customized Cardholder Controls Each card can be customized with restrictions based on single transaction limits, daily or monthly velocity limits, merchant category codes, and ATM access. These controls support the budget parameters and spend policies your organization establishes without restricting your employees' job effectiveness. e We offer our clients competitive incentives based on charge volume. Detailed information is provided separately in our financial offering in Appendix 7. Comprehensive .Program Support Our experienced team offers support at all levels of your organization. We provide assistance for implementation and daily program administration to help ensure the success of each program with the following support resources: Page 93 JYMorgal Implementation support—An implementation Associate works with your program administrator throughout program launch. You can expect your administrator to receive guidance in card industry best practices along with access to helpful resources that allow you to leverage our experience, such as sample policy manuals and cardholder agreements. • Technical support— Smartdata training and program setup assistance are provided for your program administrator. Ongoing support for system functionality and data integration questions is also available through our technical help desk. • Cardholder support—The City's cardholders receive 24/7/365 toll -free assistance with account - related questions. What is the prevailing interest rate? J.P. Morgan does not charge interest on our commercial cards. However, we do assess late fees if payment in full is not received on or before the payment due date. Please refer to our financial proposal in Appendix 7 for comprehensive information about potential program fees. ii. Is there a rebate program for early payment? Yes, early payment may result in a higher rebate. Please refer to the financial proposal for the payment options that are available to City of Santa Ana. Early payment rebates are listed in the File Turn Incentive section of our financial proposal. iii. Is a 25 day grace period available on a non - premium basis? Yes, our standard settlement terms are 30/25. The first number (30) is the number of days in the billing cycle and the second number (25) is the number of days after the end of the cycle before payment is due. The 25 days are generally referred to as the "grace period." Please see our financial proposal in Appendix 7 for further details. Other settlement terms are available, depending on payment arrangements. The settlement term must be selected prior to contract creation. b. Does the Bank provide consolidated and individual monthly billing for all corporate cardholder's accounts? Please describe and provide a sample billing. Is this billing available on -line and is there an online monitoring tool? Yes, J.P. Morgan offers the following convenient billing statement options: Page 94 JYMorgalT • Account Statement —This detailed report lists the transactions charged to an account during a specified reporting period. The summary page provides report totals by account. • Hardcopy summary and memo statements —Upon request, your accounting department and cardholders can automatically receive hardcopy statements detailing all transactions to be paid for the billing period. For centrally paid accounts, each cardholder can also receive a zero - balance memo statement to assist in reconciliation. Electronic summary and memo statements —The City can access electronic versions of statements (summary and memo) through smartdata. The account statement report can be run individually, by hierarchy, by account group, or for the entire program. Sample .Billing Statement Please refer to Appendix 8— Sample Billing Statement. Online Statements Yes, as mentioned above, smartdata can be configured to provide an Account Statement report to match the City's billing cycles. This allows you to log into the system two days after cycle close to view and /or print statements. Cardholders will receive email notification that they can access statements in their smartdata inbox. Online Monitoring Yes, the smartdata system enables the City to monitor your account online as well as generate multiple standard reports online at any time. Leveraging smartdata's web -based capabilities, these standard reports cover all major aspects of commercial card programs, including transaction details, supplier information, and travel- specific data. The reports most frequently run by our clients include the following: Transaction reporting —Line Item Detail, Daily Transaction Summary, Cash Transaction Detail, Spend Analysis by Transaction Category Cardholder /hierarchy reporting— Account Spending Analysis Detail, Account Statement, Account Status Page 95 JYMorgan • Supplier reporting— Merchant Summary Detail, Merchant Related Spending Alerts, Spend Analysis by Merchant, Spend Analysis by Merchant Category Users can generate reports as often as needed and export the data in a variety of formats, such as PDF, for easy printing and archiving. Reports can also be scheduled to run automatically by billing cycle or on a daily, weekly, or monthly basis, according to a City - determined schedule. An email alert can be set up to notify users when their scheduled reports are available. The flexibility of smartciata's on- demand and scheduled reporting will allow your organization to closely monitor your card program. Full hierarchy support provides reporting rights at cardholder, department, and organization -wide levels. C. Please describe and provide details for the corporate / purchase credit card administration? The MasterCard smartdata.gen2 (smartdata) system is entirely browser based and includes functionality for information reporting, real -time account management, and reconciliation. Information Cation Reprorting in Smartdata With smartdata, the City can access multiple standard reports that cover key program aspects such as transactions, hierarchy, cardholders, and suppliers. System users can view information at a unit- and card - summary level, and they can also drill down to transaction details. Available filters include hierarchy level, date range, review status, post or transaction date, and reporting currency (for select reports). Program administrators have the additional advantage of being able to prepare detail, summary, and exception reports on demand. These reports can easily be saved and distributed through email. Reports can be scheduled to coincide with your billing cycle, or they can be scheduled to run on a daily, weekly, or monthly basis. Users can receive alerts when their scheduled reports are available in their smartdata inboxes. User - defined reports are also available on an on- demand basis, or they can be run on a pre -set schedule for compilation and distribution according to your needs. Flexible output options include Adobe PDF, Microsoft Excel, text files, data interchange files, and email messages. Page 96 • Program administrators can manage accounts in real time using the Smart Data Real -Time Account Manager (SDRAM) feature of smartdata. With SDRAM, administrators have the ability to easily create accounts, view account status, close cardholder accounts, request replacement cards, view cardholder account information, review recent transaction activity, and change cardholder credit limits. Reconciliation With smartdata, users can filter transactions to display by merchant, merchant postal code, merchant category code (MCC), transaction amount range, and /or transaction type (e.g., airline or hotel charges). Receipts can also be appended to individual transactions and downloaded in masse. To further support your reconciliation requirements, transactions can be split up to 250 times, and account values are editable according to the City's specific rules. Online Maintenance With Smart Data Real -Time Account Manager (SDRAM) your program administrator can quickly and easily manage your organization's accounts in real time. Features include the following: • Access up -to -date account status and details • Request new accounts • Close cardholder accounts • View and update cardholder contact information • Request replacement plastic for existing damaged cards • Change cardholder account credit, velocity, and dollar limits • View and update credit, velocity, and dollar limits specific to MCC groups • Review recent transaction activity, including the reason for any declined transactions • View and print account maintenance summary and detail reports as well as audit logs Program administrators can also contact J.P. Morgan's program coordinator group for assistance with any of these tasks, or for help with functions that cannot be completed online. Page 97 JYMorgan Number of Administrators There is no limit to the number of administrators or users the City can give access to use smartdata. There is also no cost associated with setting up new users in the system. U. Additional and Other Services. The Bank is encouraged to list additional services and the costs for those services that are customarily provided to governmental entities. In your Bank's proposal, describe alternate approaches to the requested services where feasible or additional services offered or recommended, which may not be specifically requested but of benefit to the City. Discuss any creative pricing or payment options the Bank can provide. We make it our business to anticipate how to serve the City better. Your relationship team will deliver on this commitment. The following solutions are considered to be of value to the City. Your Relationship Team looks forward to providing additional details should the City be interested. • Corporate Quick Pay • Check Print • Lockbox Services • Transmission Services • Single -Use Account Program 33MEMBLEUMMIM Corporate Quick Pay (CQP) is an innovative payment solution built for mobile and online interactions and designed to reduce the costs associated with processing paper checks for small payments, while accelerating the availability of these funds to the City's consumers. Accepted payments are processed as quickly as the next business day. Advantages for the City's constituents to use Corporate Quick Pay include: • CQP offers a faster way to send payments to the City consumers via email. • Online and mobile portals are secure and have strong password requirements. • CQP offers payment notification to your consumers including what the payment is for and any supplemental information provided by the City. • While J.P. Morgan provides payment processing, your consumers are not required to have a J.P. Morgan account, so your payment can be sent to an account your consumer maintains at any financial institution in the United States. Page 98 JYMorgal • Your consumer's bank account information is securely stored and encrypted in Corporate Quick Pay and is not shared with the City. J.P. Morgan's offers two different methods for Check Print service, one via direct transmission and one via upload from ACCESS Online. Both are described below in detail. Check Print via Direct Transinissi0n J.P. Morgan's Check Print service provides the City with a comprehensive print -to -mail solution for processing large volumes of checks. We have offered check print and dispatch services for more than 20 years. Designed to help you lower operating costs, our service removes the City's need to maintain printing equipment and unnecessary overhead associated with printing checks or remittances advices. Our services help to: • Reduce costs associated with maintaining in -house print operations. • Free up the City resources to focus on core competencies. • Eliminate capital investments in machinery and technology. • Rely on tested and proven disaster recovery capabilities. • Reduce the risk of fraud through advanced fraud prevention technology. The City can submit check print instruction files via: • Direct transmission • Single mixed payment file via Host -to -Host Payments We send automatic file confirmations to authenticate each transaction, and alert you to any issues. Validated files are routed to one of our two advanced print facilities where we then print, insert, and forward checks and remittance details to you or your payees via the U.S. or Canadian mail or courier by the following business day. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent for print. Checks that are flagged as suspect after the initial review are not printed until a pass status is received. Any check that may be delayed for print is listed on a report sent to you daily at 11:00 p.m. ET. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your client service professional will contact you. Once the check passes screening, it is sent for printing and mailing, and the status is updated on the daily report. Payables fraud protection services are required for check printing. Check issue information is automatically generated and then sent to our account reconciliation processing (ARP) platform. Check issues are sent to all Chase teller systems across the country, to offer positive pay fraud protection and payee name match service at the teller window. Upon presentment by the payee, the item would be immediately scanned by the teller and then matched to the authorized check issuance details on file, provided by the City. If there are any variations to the payee name details or the item was not found on our records, the encashment request would be denied and the payee would be advised to contact the City. This level of protection is just one of the many benefits you may realize in choosing J.P. Morgan as your check print outsourcing provider. Checks deposited at a Chase ATM are also screened against the positive pay records. Checks not matching your issue records will have a fund availability hold placed against the check amount, allowing for your positive pay exception review and a pay or return decision before the check amount is available to the depositor. Payee name verification is not part of the ATM positive pay review. Through significant infrastructure and technology investment in our U.S. printing facilities, we can offer the City a low -cost, high - quality printing solution that is designed specifically for you and that can be adapted as your needs change. The City may send a single file to J.P. Morgan with instructions for U.S. ACH, global ACH, domestic and international wires, Corporate Quick Pay, single -use accounts, check, and FX payments. Additionally, file mapping from ERP and treasury systems provides for efficient interfaces. We accept multiple file formats, including ASC ANSI X12. J.P. Morgan's check printing platform features include • Both standard and customized templates for accounts payable and payroll checks. Use of our standard templates will offer a quicker and lower implementation costs. A postal net barcode provides for processing efficiencies with the U.S. Postal Service, which translates into postal discounts that leverage not only your own volumes, but those of our other clients as well. New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage. Check Print via ACCESS Online J.P. Morgan's Check Print service provides the City with a comprehensive print -to -mail solution for processing large volumes of checks. We have offered check print and dispatch services for more than 20 years. Designed to help you lower operating costs, our service removes the City's need to maintain printing equipment and unnecessary overhead associated with printing checks or remittances advices. Our services help to: Page 100 JYMoraan • Reduce costs associated with maintaining in -house print operations. • Free the City resources to focus on core competencies. • Eliminate capital investments in machinery and technology. • Rely on tested and proven disaster recovery capabilities. • Reduce the risk of fraud through advanced fraud prevention technology. The City can submit check print instruction files via: • Direct transmission • Web file upload or check direct entry through ACCESS Online We generate online file confirmations to authenticate each transaction and alert the City to any issues. Validated files are routed to one of our two advanced print facilities, and printed and mailed by the following business day. Then we print, insert and forward the checks and remittance details to you or your payees via U.S. or Canadian mail or courier. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent downstream for print. Checks that are flagged as suspect, after the initial review, are not printed until a pass status is received. Any check that may be delayed for print is listed with a status of "pending investigation" in the online reports. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your client service professional will contact you. Once the check passes screening, it is sent for printing and mailing, and the online status is updated. Payables fraud protection services are required for check printing. Check issue information is automatically generated and sent to our account reconciliation processing (ARP) platform. Check issues are sent to all Chase teller systems across the country, to offer positive pay fraud protection and payee name match service at the teller window. Upon presentment by the payee, the item would be immediately scanned by the teller and then matched to the authorized check issuance details provided by the City. If there are any variations to the payee name details or the item was not found on our records, the encashment request would be denied and the payee would be advised to contact the City. This level of protection is just one of the many benefits you may realize in choosing J.P. Morgan as your check print outsourcing provider. Checks deposited at a Chase ATM are also screened against the positive pay records. Checks not matching your issue records will have a fund availability hold placed against the check amount, allowing for your positive pay exception review and a pay or return decision before the check amount is available to the depositor. Payee name verification is not part of the ATM positive pay review. Page 101 JYMorgan Through significant infrastructure and technology investment in our U.S. printing facilities, we can offer the City a low -cost, high - quality printing solution that is designed specifically for you and can be adapted as your needs change. J.P. Morgan's check printing platform features include: • Standard templates for accounts payable, payroll, claims, and dividend checks. • A postal net barcode provides for processing efficiencies with the U.S. Postal Service, which translates into postal discounts that leverage not only your own volumes, but those of our other clients as well. New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark, micro printing, control numbers and security alert verbiage. Check Print Services — Process Flow �O —'� • Submit check print information and all necessary instructions. Q0 Dedicated operations and client service support available. I I 1— File totals and error reporting, 4 • U.S. PostalService • Overnight courier • Canada Postal Service M • Check issuance data sent to ARP fortimely reconciliation and positive pay fraud controls. • Receipt of file totals and errorrepordng. M =7 E5W • Checks and remittances printed. • Printed documents inserted into envelopes. • 100.000sq.ft. processing sites. supporting over 50 million checks annually. • Locations are fully redundant and can redirect printing within hours. Page 102 J.P. Morgan Our quality controls throughout the bank are an area of continual focus and improvement for us. With check print, as with all services, we will not sacrifice the accuracy of our work for any other consideration. For purposes of audit control and security, J.P. Morgan's standard check print process uses blank roll feed stock, with digitized logos and signatures applied electronically to each item as it is printed. We recognize the importance of printing high quality checks to maintain low check reject rates. As such, samples of checks are requested periodically throughout the day by the Quality Control area. Sample checks get tested for both MICR quality and conformity to the established check specifications. Should the checks not pass the MICR quality test, the checks are not permitted to be mailed. They are securely shredded, reprinted and quality checked again for proper adherence. If the issue is determined to be file - based, internal J.P. Morgan technology contacts are engaged to troubleshoot and resolve the issue. Duplicate file checking is performed prior to any document being printed. Additionally, we have an Automated Document Factory (ADF), a workflow solution used in our Ohio and Texas facilities. The ADF serves as a job and piece -level tracking solution for the entire document workflow from print through dispatch. As each separate print job gets processed, ADF allows operators to match file item counts to actual page counts upon completion of each job. Should a discrepancy occur, ADF can be used to identify the exact page where the count became out of synch, to quickly troubleshoot and resolve the issue. The results are then logged and validated by a supervisor, before the printing process is restarted. The final production output is then recorded. We have reviewed the business case for lockbox services with the City in the past. We are including this service in our proposal in the event that there are circumstances that change in the future, which would necessitate a change in the City's current receivables process. J.P. Morgan offers a full range of lockbox services that will allow the City to streamline your remittance processing and accelerate your revenue stream with a fast, cost - efficient, around - the -clock lockbox solution. We own and operate our own nationwide wholesale lockbox network of processing sites to offer the City fully automated wholesale and scannable wholesale lockbox services. Our centers are full - service processing facilities operated solely by the bank. Page 103 JYMorgan We offer optimal availability, funds concentration and full information reporting. A specific lockbox location that will best suit the City's needs will he recommended by your Relationship Team should the City decide to implement. Our wholesale lockbox service allows the City to eliminate costly, labor- intensive, and paper -based receivables processes. Our services will help you to reduce costs and expedite the crediting of deposits to your accounts, thereby improving your bottom line. The City will authorize us to collect, process, deposit and report remittances mailed to a U.S. post office box in the City's name. Our collection service improves funds availability, reduces costs associated with processing payments, and reduces fraud risk by redirecting mailed payments to the bank. Payments are processed according to the City's specifications on the same day as they are received. Using a lockbox also accelerates posting of payment detail, which allows you to update account records faster and with greater accuracy. The City can receive posting information via a website or delivery of electronic files via transmission. Additionally, you will have a full suite of imaging products available to you for efficient handling of exception cash posting, credit /collection and client service. Summary of Processing Workflow The City's customers will send their remittance checks to unique ZIP codes used exclusively for our lockbox mail. We pick the mail up directly from the post office multiple times during the day, beginning early in the morning. We bring the mail to our selected processing facilities where high -speed machines sort it by lockbox number and separate it into batches. In a matter of minutes, your receivables are ready for our highly trained lockbox associates to process the City's payments according to your specific instructions. We work with you to develop tailored, the City- specific instructions so our associates can process your remittances according to your requirements. Our associates extract the contents of the envelopes and separate checks from other materials. Images of checks and remittance documents are captured and linked with unique tracking barcodes. An associate reviews and verifies each check per your instructions and then enters the dollar amount into the system. The original check is scanned on advanced equipment that captures images of both sides of your invoices and remittance coupons. Once scanned, our high -speed recognition software reads the numeric and written amounts on the check images and compares them to the amounts keyed. Discrepancies are routed to a special team for final verification. Page 104 J,P Morgan When data entry is complete, the City's checks are encoded and funds availability is assigned. Data files are prepared according to your specifications and uploaded to your accounts receivables system. Checks are expedited to maximize the amount of same -day deposit into your account. The City can access your images and data directly from your desktop, in real time via the Internet through our advanced Receivables Edge browser. We can also alert you via Receivables Edge the moment an important transaction is posted. Key Features and Benefits • Eliminate paper -based processing from the accounts receivables function and the associated costs and risk with dependency on paper. • Receive electronic alerts on check returns and important payments. • Save time and money with more efficient, standardized remittance processing through our nationwide network of lockbox facilities. • View remittance information and images online shortly after a deposit is processed. • Access banks and clearing networks across the country to allow you to gain optimal availability for your funds and reduce clearing float. • Rely on uninterrupted processing workflow and disaster recovery with our fully redundant locations and around- the -clock monitoring. We offer two lockbox imaging services for wholesale lockbox clients. Image Transmission: An image file that can be imported into an in -house image system a Receivables Edge: An Internet -based online service Most of our image clients have not invested in an in -house image application and, therefore, have elected to use the online service. For those clients with an in -house image system, receiving a daily file of images and an associated index file that is then incorporated into their internal system has made the image transmission method a better alternative. As part of our development roadmap, J.P. Morgan is in the process of developing single use account (SUA) capability on the smartdata platform. This product has been designed to provide virtual card issuing capability for the U.S, and Canada and is expected to roll out by late 2o 16. Page 105 s The J.P. Morgan Single -Use Account (Virtual Card) solution is an electronic, credit card - based payment method that can help the City more efficiently manage your payment process as well as help reduce costs and transform traditional areas of expense into potential revenue generators. Benefits of our solution include the following: • Replacement of less efficient payment methods, such as checks • The flexibility, float, and rebate of a purchasing card coupled with powerful payment control, anti - fraud, and reconciliation features • Increased payment processing efficiency through automation and integration, improving record accuracy and shortening reconciliation periods while providing security and visibility throughout the payment cycle • Financial returns in the form of a rebate • An efficient way to hold on to cash longer while paying suppliers sooner As part of our single -use account solution, the City will have access to the smartdata system, the engine that interfaces with MasterCard to create your accounts. lJill e t it J.P. Morgan offers flexible single -use account setup options to meet our clients' virtual payment needs. The batch option that we are proposing for the City will allow you to utilize your current ERP system to manage your accounts payable expenses. N f Batch single -use accounts support payments made within a set terms schedule (e.g., 30- day payments). This payment option is ideal for accounts payable and claims type transactions, and is designed to be integrated with the City's internal ERP system, allowing you to utilize the resources you have in place today. During implementation, we will work with your organization to set up your system's output and input file formats to support single -use accounts. To streamline and enhance accounts payable activities, single -use accounts automatically match transactions to unique identifiers, such as purchase orders or invoice numbers, in your internal system. Once you receive an order or invoice, you can enter it into your ERP system, helping to ensure that the payment meets all internal approval points. The City can load approved payments into your system throughout the day. Your system will then create a file of payments to be sent to J.P. Morgan for single -use account creation. Our clients typically batch payment files once per day (often at the end of the workday) and send them to J.P. Morgan for overnight processing. Page 106 a.D.I.li o as n In After creating your single -use account payments, J.P. Morgan will send the City a confirmation file within four hours (we regularly beat this goal). We will also send payment notifications to your suppliers via email; if desired, your organization can request to send these notifications yourself. Notification emails include details such as line items, payment amounts, validity dates, and remittance information to support reconciliation within your internal system. Emails also include the first nine digits of single -use account numbers; your suppliers will combine these digits with the seven digits they will be provided during enrollment to create a unique virtual credit card number. Suppliers process single -use accounts the same way they would any other credit card payment —by keying information in their point -of -sale terminals. Single -use account reconciliation is based on matching four key elements of purchase orders or invoices to transactions: account number, validity dates, dollar value (including tolerances), and MCC. When these items match, reconciliation occurs automatically. A reconciliation file will be delivered to the City's ERP system. Single Use Account Process Flow: Batch io Our batch process allows users to create single -use accounts from within their ERP systems. Once a payment is created, the single -use account is approved via web service message within seconds, and the account number will be immediately available for payment. Supplier payment and remittance work the same way for one -off single -use accounts as they do for the batch process. Page 107 J.P. Morgan 3 f Our batch process allows users to create single -use accounts from within their ERP systems. Once a payment is created, the single -use account is approved via web service message within seconds, and the account number will be immediately available for payment. Supplier payment and remittance work the same way for one -off single -use accounts as they do for the batch process. Page 107 J.P. Morgan IV. Time of Performance The services described herein shall be provided for a three (3) year term beginning from the commencement of depository banking services (which shall begin not sooner than January 1, 2017 and not later than July 1, 2017 depending on replacement of the current banking services provider) with an option exercisable by the City for an additional two one (1) year extensions, unless either party provides written notice of its intention not to renew (120) days prior to the end of the then current term. All terms and conditions of the Agreement shall remain effective during any additional renewal term. J.P. Morgan will honor the treasury services pricing submitted in this response for the initial three -year contract term. Any changes to the fee schedule for the remaining two additional one -year periods will be subject to the mutual agreement of the bank and the City and negotiation of mutually acceptable revised pricing terms. V. Cost of Providing Services (Fees) A. Proposals shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. Please refer to Attachment 6A & 6B for all pricing information. As indicated in Section A. Letter of Transmittal, J.P. Morgan is pleased to provide the City with a service fee credit of up to $ro,000 to be applied to analysis for use over the initial (3) year contract period. This waiver is valid to offset traditional Treasury Service fees that are incurred by the City and billed to analysis (not including merchant services fees). The credit may be used in whole or in part over the initial 3Yr contract period. For illustrative proposes, we have included this credit as a line item at the bottom of the City's "Cost /Bid Proposal Form" and have assumed utilization over the 3Yr contract. A mandatory "COST /BID PROPOSAL FORM" along with supplemental attachments is included as part of this RFP to assist you in detailing the fees charged by your bank and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM and supplemental attachments will become an exhibit to the final contract for the selected bidder. J.P. Morgan acknowledges the requirement. B. The City has historically recouped the costs of banking services primarily with compensating balances and desires to settle Account Analysis deficiencies annually. Settlement schedules maybe negotiated to include monthly, quarterly, semi- annual and annual settlement periods. • Earnings credit is calculated and applied within the billing cycle and any excess credit amounts can not be carried forward outside of the settlement period. 1. Can the City utilize compensating balances to cover or offset hard dollar fees in whole or in part? Are there price differences related to the methods of payment? Describe any policies or limitations related to the compensating balance method. Describe the Bank's calculation of collected balances, and calculation of charges for funds advanced. Also describe the methodology that would be used to give credit to the City for Bank balances. J.P. Morgan accepts compensation based on fees and /or balances, with no difference in unit prices. Fee Compensation: If the City chooses a fee compensation plan, you would manage your accounts to minimize collected balances and would not use balances to offset any service charges. Total service charges are debited from designated accounts, generally monthly. • Balance Compensation: To offset service charges, the City may choose to leave balances in your accounts and receive an earnings credit allowance. If the average available balances are sufficient, the earnings credit allowance offsets the service charge. Should the level of balances not fully cover the fees, any remaining service charges are debited from designated accounts at the end of the settlement period. Monthly fees include maintenance and transaction fees quoted for banking and cash management services. Net earnings credit rate is the variable rate ECR in effect minus the premium assessment fee that is charged. 2. Provide the Bank's Earnings Credit Rate (ECR) and how it is calculated and applied. Ts it tied to an index? If so, which one? We are offering the City an enhanced managed earnings credit rate to float with an ECR floor of o.6o %, for a current ECR of o.6o% to offset traditional Treasury Services fees (does not include Merchant Service related fees) on your primary depository accounts. The floor only applies to these primary depository accounts and will remain in place for the initial three -year period of the contract (January r, 2020). In addition, we are offering a managed ECR (currently 0.31 %) on balances held in a separate demand deposit account for the purpose of offsetting credit card interchange and merchant processing fees (no floor applies to this special purpose account). Please refer to Section T. #3b above for ECR related to merchant services fees. The ECRs we are offering are bank managed rates which are reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment and our demand for funds. Using a Page 109 JYMorgan managed rate helps to maintain pricing flexibility while helping to protect clients from the short -term rate volatility that could result from using an indexed rate. In calculating the earnings credit rate (ECR), J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October 1, 2008, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to clients by basing the earnings credit on 100% of the eligible balance of non- interest bearing demand deposit accounts. Any cash remaining uninvested in a non - interest bearing demand deposit account at the end of the day (as well as cash held in a Hybrid demand deposit account that is at or below the designated peg balance) is used to determine an earnings credit value on account balances. This credit is calculated by J.P. Morgan, and the total credit accrued for the month is reflected on the monthly account analysis statement and is applied to reduce the invoiced amount due for banking service fees. J.P. Morgan uses the following formula to calculate the monthly earnings credit allowance: (Average Positive Collected Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year 3. List the Bank's actual ECR for the past twelve months. The bank's ECR for the past twelve months is shown in the chart below. Standard/Premium ECR for October, 2015 the most recent twelve 0.20 %/0.30% months April, 2o16 0.25 %/0.35% November, 2015 0.20 %/0.30% May, 2o16 0.25 %/0.35% December, 2015 0.20 % /0.30% June, 2016 0.25% /0.35% January, 2o16 0.25 %/0.35% July, 2o16 0.25 %/0.35% February, 2o16 0.25 %/0.35% August, 2016 0.25 %/0.35% March, 2016 0.25 %/0.35% September, 2or6 0.25 %/0,35% 4. Explain in detail how and when you charge the FDZC assessment. J.P. Morgan charges a Premium Assessment Fee (PAF) on all Demand Deposit Accounts (DDAs) including Hybrid DDA's that exclusively receive ECR. The PAF is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The current Premium Assessment Fee is 0.13 %. The following formula is used to calculate the PAF: 5. What account analysis settlement periods are offered? (Le. Monthly, Quarterly, Semi - annually, Annually)? Settlement schedules may be negotiated to include monthly, quarterly, semi- annual and annual settlement periods. Earnings credit is calculated and applied within the billing cycle and excess credit amounts can not be carried forward outside of the settlement period. 6. Are Account Analysis reports available on -line? How many days after month - end are the Sank analysis statements available? The City can retrieve electronic account analysis statements via ACCESS Online on the sixth business day after month end; up to 13 months of statements are available. All sections of your account analysis statement may be viewed, printed, and exported through ACCESS Online. Analysis statements will be available in PDF, Excel and CSV formats. The City can 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. The City will benefit from online access with: • Faster Delivery: The PDF version is available on the sixth business day. • Robust Encryption Technology: Allows you to export billing statement data into Excel format or text (CSV) for further analysis purposes. • Grouping of Multiple Billing Accounts: Allows you to group specific accounts and billing relationships together for online analysis purposes. • Control Over User Administration: Security administration allows you to create user profiles giving access to specific accounts or billing relationships, as required. It also allows you to reset user passwords. 7, if the City develops a need for additional accounts or services during the life of the depository agreement will the new accounts or services be provided with the same conditions as apply to the existing accounts at the time? Yes. Your dedicated client service professional, Marilyn Hardney, will assist the City with any additional accounts needed in the future. Page 111 JT Morga n 8. Describe any charges for overdrafts and /or negative collected balances. Explain how the charge is computed. J.P. Morgan charges for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual demand deposit accounts (DDAs). Overdraft fees can be offset by an earnings credit allowance and may be assessed on a per- occurrence basis. The formula for Negative Collected Balance Fee is as follows: (Negative Collected Balance x OD Rate) 36o days The bank does not charge for intraday or "daylight' overdrafts. 9. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? Adjustments for prior periods are applied in the current billing cycle and details are provided in separate sections of the account analysis statement. The City should notify J.P. Morgan in writing of any errors or not receiving an account analysis statement within 6o calendar days after the statement is mailed, transmitted or made available online. 10. Detail what charges can be included on the account analysis statement. Traditional banking services fees accumulated by the City can be offset using the provided ECR through analysis. As mentioned in this response, the bank does not have the ability to offset armored couriers fees through analysis, however we have approved merchant services fees as detailed in Section T. 3b.. We are happy to discuss this item in further detail with the City 11. Provide the following formulas. a. Daylight Overdraft The bank does not charge for intraday or "daylight' overdrafts. b. Overnight Overdraft J.P. Morgan charges for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual Demand Deposit Accounts (DDAs). A fee for overdrafts, which can be offset by an earnings credit allowance, may be assessed on a per- occurrence basis. The formula for negative collected balance fee is as follows: (Negative Collected Balance x OD Rate) 36o days Page 112 ,. T Morgan C. FDIC Insurance J.P. Morgan charges a Premium Assessment Fee (PAF), which is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. In calculating the earnings credit rate (ECR), J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October 1, 2oo8, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to clients by basing the earnings credit on i00% of the eligible balance of non - interest bearing demand deposit accounts. The following formula is used to calculate the PAF: Rate x Average Daily Positive Ledger Balance x (Actual Days in Month / Actual Days in Year) d. Service Charge Credit Any cash remaining in a non - interest bearing demand deposit account uninvested at the end of the day is used to determine an earnings credit value on account balances. This credit is calculated by J.P. Morgan, and the total credit accrued for the month is reflected on the monthly account analysis statement and is applied to reduce the invoiced amount due for banking service fees. J.P. Morgan uses the following formula to calculate the monthly earnings credit allowance: (Average Daily Positive Ledger Balance x ECR x Actual Number Of Days in Month) / Actual Number of Days in Year C. Once the contract has been awarded, the Bank will not be permitted to charge the City for any fees not listed on the Cost /Bid Form. The only exceptions to this limitation will be if the City specifically requests additional services not identified In the RFP or in Bank's proposal. The fees for new services will be negotiated and added to the contract as an amendment or through a change order process. However, if a regulatory agency imposes a fee to the Bank which is passed through to all Bank customers then all such fees shall be accommodated. J.P. Morgan acknowledges the requirement. Page 113 JTMorgan D. It is understood that the dollar amounts and quantities specified hereafter are estimates based upon past experiences. However, the actual number of transactions will vary, and the City makes no guarantees regarding minimum or maximum volumes. The Bank should specify the variance allowed from the estimates without changing the bid amount. J.P. Morgan acknowledges the above - mentioned statement. E. The City reserves the right to retain all proposals and prices shall remain firm for a period of at least one hundred and twenty (120) days for examination and comparison. The City reserves the right to waive non - substantial irregularities in any proposal, to reject any or all proposals, and to reject one service category of a proposal and accept another, except to the extent that proposals are qualified by specific limitations by the proposer. J.P. Morgan acknowledges the above - mentioned statement. F. Proposers are encouraged to propose alternatives to the listed requirements that will reduce cost and enhance service. The City will evaluate these alternatives on an individual basis. Alternative services should be listed separately on the Cost /Bid Form. All services listed must be priced even though an alternative service has been proposed. We have provided additional option services as requested in Section 3T: Desired Related Services Not Part of this RFP. Pricing for products and services included in this proposal, including optional services, are included in the attached Comprehensive Fee Sheet. G. Any successful proposer shall be required to pest pledge eligible collateral as required under the California Government Code to Government Code as they relate to depositories of Public funds. 64), of Santa and other applicable state and federal laws binding upon the Bank in the Performance of services under the resulting contract arising from this RFP, J.P. Morgan acknowledges the above - mentioned statement. Page 114 J P. Morgan Each firm must include the following references, Complete Client Reference Form (Attachment 5) listing five (5) client references. We have included 5 California Government Agencies as references as well as an out of state reference. Please refer to Attachment 5 for the completed Client Reference Form. 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. As previously mentioned, J.P. Morgan's Government Banking teams currently support more than 2,35o active State, County and Municipal customer relationships in more than 28 states. Please refer to Attachment 5 for references utilizing similar services. We are happy to provide additional references as needed. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). J.P. Morgan does not share information regarding client exits. Page 115 ,J,P. Morgan ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. INSTITUTION FINANCIAL BANKING •• Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(g�jpmorgan.com CLIENT INFORMATION Name of Organization: City of Sacramento Phone: _(916) 808 -2675 Address: 915 1 St., 3rd Flr., Sacramento, CA 95814 -2604 Agreement Manager: Kimberly Gladden Email: kgladden @cityofsacramento.org Service Dates: December 2015 —Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts, cash concentration, vault services image cash letter, remote deposit capture elockbox, electronic disbursements (wire ACH) check disbursements account reconciliation transmission services, investment sweeps online banking product training. City of Santa Ana — Banking Services Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. PINANGIAL BANKING INSTITUTION INFORMATION Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(@'pmorgan.com CLIENT INFORMATION Name of Organization: City of Phoenix Phone: (602) 256 -3402 Address: 251 W. Washington St. Fir. 9 Phoenix AZ 85003 Agreement Manager: Kim Grant Email: kim.grant @phoenix.gov Service Dates: March 2013 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts, vault services, lockbox elockbox remote deposit capture electronic disbursements (wire, ACH) check disbursements account reconciliation transmission services, online banking product training. City of Santa Ana - Banking Services Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. �a�ere�cd. rre��: r_ �ci: ��currctiyuwru�eneizn ,am►erru�e- Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(o)ipmorgan.com CLIENT INFOR14ATION Name of Organization: City of Costa Mesa Phone: (714) 754 -5064 Address: 77 Fair Dr., Costa Mesa, CA 92626 Agreement Manager: Jennifer King Email: lennifer.king @costamesaca.gg Service Dates: June 2016 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: NSA Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts, vault services electronic disbursements (wire ACH) check disbursements online banking, product training. City of Santa Ana - Banking Services Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. I d7t[Mrew: 'IF _ \CIY9P[fli1CF'I!! -11 1 ,�pIl�flau►��!I I Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(o)ipmorgan.com CLIENT INFORMATION Name of Organization: San Diego Unified School District Phone: (619) 260 -5443 Address: 4100 Normal St., Rm. 3150 San Diego CA 92103 Agreement Manager: Jenny Salkeld Email: jsalkeld @sandi.net Service Dates: April 2015 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement Number of Client Staff Engaged: 5-5 Number of Locations See Below TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts vault services electronic disbursements (wire ACH) check disbursements account reconciliation, online banking training at each campus. No. of Locations: 1 Fiscal office 200 campuses City of Santa Ana — Banking Services Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. - i1C1!1ClM R1�YlhI:QC(efICI�'lwll l,llU]C�1�17U:7u /!i li {•L`- Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese @Ipmorgan.com CLIENT INFORMATION Name of Organization: City of Pleasanton Phone: (925) 931 -5417 Address: 123 Main St., Pleasanton, CA 94566 Agreement Manager: CharlyYang Email: cyang @cityofpleasantonca.g(WW Service Dates: November 2015-Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts vault services electronic disbursements (wire ACH) check disbursements lockbox el-ockbox,transmission account reconciliation, online banking product training City of Santa Ana - Banking Services Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. �aeer III Icr« rein: eereri r yrue e 1 111111 Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(@ pmorgan.com INFORMATION Name of Organization: City of Oakland Phone: (510) 238 -2829 Address: 150 Frank H. Ogawa Piz. Ste. 5330 Oakland CA 94612 Agreement Manager: Katano Kasain Email: kkasaine@oaklandnet.com Service Dates: March 2014 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 3 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts, vault services lockbox image cash letter, electronic disbursements (wire, ACH), check disbursements, account reconciliation online banking. product training City of Santa Ana — Banking Services Page 27 ATTACHMENT 7 PROPOSER'S CERTIFICATION FORM CERTIFICATION OF RESPONSE TO REQUEST FOR PROPOSALS TO THE CITY OF SANTA ANA RFP No. 16 -111 1. The undersigned hereby submits its Response to Request for Proposals quotation and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposals (RFP), dated September 1, 2016, and to be bound by the terms and conditions of the RFP and any subsequent Addenda to said RFP in each case, as modified by the undersigned responses to the RFP. 2. This firm has carefully reviewed its response and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them. 3. It is understood and agreed that the City reserves the right to accept or reject any or all responses and to waive any informality or irregularity in any quotation received by the City. 4. The response includes all of the commentary, figures and data required by the Request for Proposal, dated September 1, 2016, together with any Addenda subsequently issued thereto. 5. This firm has carefully read and fully understands all of the items contained in the Proposal Schedule (Attachment 8). This firm agrees to all of the general requirements except for those disclosed by the firm in its Response to Request for Proposals quotation(s) - RFP No. 16 -111. 6. The quotations shown on this firm's Cost /Bid Proposal Form(s) (Attachments 6, 6A & 6B) shall be valid for 120 days from October 14, 2016. Name of Firm: J.P. Morgan By: Kerwin P, Deese (Authorized Signature) Type Name: Kerwin P. Deese Title: Vice President Date: October 14,2016 City of Santa Ana — Banking Services Page 32 J.P. Morgan has identified below the terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms. The proposed changes are indicated by additions in italic, underlined, tent and deletions by strikethrough, red text. RFP, Number 11, P. 36 3]��....:... R.,...:......... «..,...t .,1..,..1..,.1..re in . ,.AC].... that the p......, sal is made without lasdy, the signef must Eleelafe in wfifing that it is in a4l Fespeets faif and in good faith ..:tl.....t ,.,.11....:.... of f......,1 and that the s:......« of the proposal has C.,il ....thE)Aty 1.' ,1 tE) the prepesef. -`The signer of the RFP must declare in writing those matters certi ed in Attachment 2." RFP, Sec. I.A, p.1 last paragraph, first sentence. The City intends to enter into a contract for a three (3) year term beginning from the commencement of depository banking services with an option to renew for an additional two one (1) year periods, upon mutual agreement of the City and the Bank. RFP, Sec. I.C., p.1 -2 references to Housing Account. In light of HUD requirements the City may wish to reconsider pooling of the Housing Agency funds within the general account." RFP, paragraph 1.e. Local Branch. P. 3 "As a business practice the Proposer regularly reviews branch and ATM activity which mau result in branch openings and closings ATM placement or removal or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time." RFP, Attachment 8, P. 33- 38 Responses to the Request for Proposals will be accepted until October 14. 2016 at 5:00 p.m. Oral presentation interviews / demonstrations are scheduled (as required) for To Be Determined). Subsequently, negotiations are expected to be completed by November 7, 2016. The City intends to award a three (3) year agreement (with two one wear options to renew upon mutual consent of the Bank) to the bidder(s) selected as Page 123 J.P. Morgan the most responsible and whose response adheres to the RFP and meets the City's requirements by December 6.2o16 *. RFP, Attachment 8, P. 34. Confidentiality of Documents All documents submitted as part of the Financial Banking Institution's offering will be deemed confidential during the evaluation process. Financial Banking Institution offerings will not be available for review by anyone other than the assigned evaluators. Subsequent to the awarding of the agreement, all offerings become public documents and are available for public viewing upon written request except for those matters that the Bank has asserted in its response are confidential and /or proprietary. RFP, Attachment 8, P.35. Contractual Obligations, #3 Accountability - The selected Financial Banking Institution will be required to won City's reasonable request, provide status meetings and submit status reports covering such items as progress ,.Fwe k being ...._r .,_,,,a Fnil ,,..,.nes attained-, expended, problems encountered and corrective action taken with respect to the performance of services under the Agreement. RFP, Attachment 8, P.35. Contractual Obligations, #6 The selected Financial Banking Institution shall keep itself fully informed of and shall observe and comply with all applicable state and federal , and if not pre- empted by federal law, state laws and Gity of Saffta Ana ardifianees, regulations, and adopted codes, in each case, binding upon such Financial Banking Institution during its performance of the work. (Note, if the City has enacted or elects to enact ordinances in the future that impact the Bank's performance of services by imposing additional liability, additional or different operational requirements not specifically described in the RFP or other requirements that require the Bank to incur additional ex ease operational changes, or risk. the Bank will consider an amendment to the contract to specifically include such ordinances upon mutually agreed upon terms and conditions Barring such amendment either party may terminate this agreement upon notice to the other. RFP, Attachment 8, p.35• Contractual Obligations, #7 Payment of Taxes - The offering costs shall include full compensation for all taxes which the selected Financial Banking Institution is required to pay, ...lath,.. Gity business The Bank is not obligated to pay such taxes under Cal. Rev. & Tax. Cd. § 2,W82 - Tax imposed on banks in lieu of other taxes (as may be applicable). RFP, Attachment 8, P.36. #10 Subcontractors Subcontractors - The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractors shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). If the City approves, the primary Page 124 ,JY Morgan Financial Banking Institution will be responsible for subcontractors and the City shall assume no liability of such subcontractors. For all purposes under this Agreement, inclusive of all attachments hereto. "subcontractor" and "subcontract" shall refer to a third party or an agreement with such third party, if any and as applicable engaged by the Bank to specifically aid in the performance of its obligations under this Agreement but shall not include any third party engaged by the Bank, from time to time in the performance of certain operational technological incidental or back office functions that assist the Bank, in its performance ofservices on a common basis, for all or most of its customers utilizing such services such latter category of third parties being referred to as Third Party Service Providers. The Bank will obtain prior consent to its use of any "subcontractors" in the performance of services to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from Board or any other party to its engagement of Third Party Service Providers. RFP, Attachment 8, P.36. #11 Rules for Proposal signer Role= f n C^ D . als The signer of the non ff.ust a Eleelare in sffiting h h 7 persens, eempany, or paffies interested in the proposal as pfifleipals are flamed f the t 1 l fi fi g thfft . a Y Y i ffiade i�itheiA n a• bar with any other pef!safi, i3efsens, eempa", or- paMes submitting a proposal; lastly, the signer . The signer of the RFP must declare in writing those matters certified in Attachment 2 RFP, Attachment 8, P.36. #12 Payment Schedules The City of Santa Ana and the selected Financial Banking Institution will negotiate the payment schedule based upon defined a measurable Fnilestenes and deliverables not more than io days following the City's receipt of an account analysis statement except to the extent amounts are disputed therein. Under no circumstances will payments be made in advance of work performed. RFP, Attachment 8, P.36. #13 Project completion Holdback i3. Pre}eet esmpletien H-eldbaek Where the Gitfy of SeHtaAna afid the seleete d speeifiedprojeet/pespense item, the Ot-g will require a 0 approval. RFP, Attachment 8, p.37. Rights to Pertinent Materials All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Financial Banking Institution that are submitted as part of the proposal shall become the property of the City upon receipt. The City will notify the Proposer of any requests for production of Pro op ser's proposal as soon as reasonably practicable to enable Proposer to seek Page 125 J.P. Morgan protective orders enioining the production of those portions of its proposal that it has indicated are confidential and /or proprietary RFP, Attachment 11, P.43 Section C #4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. As a business practice the Proposer regularly reviews branch and ATM activity which may result in branch openings and closings ATM placement or removal or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. J.P. Morgan has provided a links (below) to our sample version of our standard form of Account Terms and representative Service Terms for the services that are the subject of the terms of this RFP. Account Sample Terms https:/ /www.chase.com/ content /dam /chasecom /en /commercial- bank /documents /account terms ghhn.pdf Service Terms http: //www.chase.com/ content /dam /chasecom /en /commercial- bank /documents /us account opening package.pdf Page 126 JY Morgan Page 127 J.P.Morgan ATTACHMENT PROPOSER'S COVER SHEET For BANKING SERVICES REQUEST FOR PROPOSAL (RFP #16 -111) CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY TREASURY AND CUSTOMER SERVIES DIVISION * *Information Must Be Received Prior to 5 :00 p.m. Pacific Standard Time on October 14, 2016 Submit Proposal Information To: City of Santa Ana Finance & Management Services Agency Purchasing Division RFP #16 -22 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods NAME AND ADDRESS OF FINANCIAL BANKING INSTITUTION SUBMITTING THIS INFORMATION: Name of Financial Banking Institution: J.P. Morgan Chase Bank N.A. Contact Person: Kerwin P. Deese Title: Vice President Address: 1111 Polaris Parkway Columbus, 01-143240 Phone Number: (Direct) (949) 833 -4061 (Cell) (949) 833 -4737 FAX: (949) 833 -4737 Email: kerwin.p.deese(@'pmorgan.com City of Santa Ana - Banking Services Page 23 ATTACHMENT 2 PROPOSER'S SIGNATURE SHEET - RFP No. 16 -111 All Proposers must complete and sign this section. Failure to complete and sign this section will result in rejection of this submission. Name of Proposer: J.P. Morgan Chase Bank N.A. Address: 1111 Polaris Parkway Columbus, OH 43240 Telephone: (949) 833 - 4061 Fax: (949) 833 - 4737 Email kerwin.o.deese anipmorgan.com Type of Business: Corporation Limited Liability Company Partnership Co- Partnership (attach Co- Partnership Agreement) Individual doing business under own name Individual doing business using a firm name Joint Venture (attach Joint Venture Agreement) Other (describe) National Bank Tax I.O. Numbers - Federal 13- 4994650 State 13- 4994650 To the City of Santa Ana: The undersigned, as Proposer, certifies, goon information and belief on due inquiry, that the only persons or parties interested in this submission as principals are those named herein as Proposer; that this submission is made without collusion with any other person, firm or corporation; that the Proposer has examined all terms, conditions, and requirements set forth in the Request for Proposals; that the Proposer agrees that if this submission is accepted, the Proposer will execute and fully perform the Agreement for which submissions are called (which Agreement shall be comprised of (1) the RFP, as modified by the exceptions and /or modifications contained in Proposer's Proposal as the latter may be further negotiated and agreed to between the parties (2) the remainder of such Proposal, including all attachments other than the Account and Service Terms, and (3) the Account and Services Terms, where inconsistencies between such documents shall be subiect to the preceding order of Preference); that the Proposer will perform all the work and /or furnish all the materials specified in the Agreement, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the Proposer will take in full payments therefor t"_-_fc- =, the prices set forth in the attached schedule. The undersigned representative of Proposer certifies that it has full authority to bind the Proposer to this Proposal and the certifications provided herein. Please Print Name and Title Kerwin P. Deese Vice President Signature Address (if different from above): 3 Park Plaza, Floor 09 Irvine, CA 92614 City of Santa Ana - Banking Services Page 24 ATTACHMENT 3 COMPANY INFORMATION - RFP No. 16 -111 COMPANY J.P. Morgan Chase Bank N.A. The Proposer will provide a profile of its organization. The Proposer may attach any additional literature and product brochures. At a minimum the Proposer shall provide the following information: 1. Year established: 1799 2. Business Organization Name: J.P. Morgan 3. Parent Company: J.P. Morgan Chase & Co 4. Subsidiary Offering Service(s): Consumer, Community, Investment , Corporate and Investment Banking 5. Office Locations: 118 U.S. cities and 14 international locations 6. Serving Office for this Project: Irvine, California 7. Services Available: Commercial Banking provides comprehensive financial solutions to meet our client's domestic and international financial needs, including lending, treasury services investment banking and asset management. 8. Total Number of Employees: 240,046 9. Product and Service History: For more than three decades, J.P. Morgan Government Banking has maintained an unwavering commitment to empower all governments with financial tools to help them control costs, optimize cash flow,manage resources and make informed decisions. Our commitment is rooted in a shared belief that efficient and responsive public administration is essential to serving the needs of individuals and communities. 10. Number of Employees Focused on the Service Offering(s): 4 11. Number of Currently Active Signed Client Agreements: 3,700 Public Sector Clients City of Santa Ana - Banking Services Page 25 Appendix 1. Appendix 2. Appendix 3. Appendix 4. Appendix S. Appendix 6. Appendix 7. Appendix S. Bank Qualification Overview Availability Schedules J.P. Morgan ACCESS Online Sample Reports ARP Input Output File Specifications ARP Sample Reports CIB Resiliency Plan Overview Financial Proposal Sample Billing Statement Page 131 J.P. Morgan BANK QUALIFICATIONS a. Qualified Depository. Bank must be a qualified State or National public depository, as defined in California Government Code Section 53630.5 and must perform its obligations under this proposal in compliance with all applicable federal and California state laws and regulations, statutes and policies. 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. b. _Federal Reserve Member. Bank must be a member of the Federal Reserve System and have access to all Federal Reserve System services (e.g. check processing including check 21, electronic funds transfer, safekeeping, delivery and custodial services, etc.) JPMorgan Chase Bank, N.A. is member of the Federal Reserve System. c. Federally Insured. Bank must be insured by the Federal Deposit Insurance Corporation and be in good standing. Deposits in JPMorgan Chase are insured by the FDIC as provided by law and regulation. d. Capitalization. Bank must be adequately capitalized to accommodate the City's cash and investment management needs. JPMorgan Chase & Co. is a leading global financial services firm with assets of $2.4 trillion and operations worldwide. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, and asset management. We serve millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients. JPMorgan Chase & Co. has a rock -solid foundation. As of June 30, 2o16, we have: • Market capitalization of more than $224.4 billion. • Total equity of $252.4 billion. • Deposits of more than $1.3 trillion. • Loans of more than $872.8 billion. • Tier 1 Capital and Total Capital ratios 13.6% (est) and 15.2% (est), respectively. Ratios are calculated under the Basel III Standardized Transitional Approach and represent the Collins Floor. The latest JPMorgan Chase & Co. Annual Report is available at: http:/ / investor. shareholder .com /jpmorganchase /annual.cfm J.P. Morgan Additional information about JPMorgan Chase & Co, is available at www.jpmorganchase.com. e. Local Branch. Bank must have a full- service branch located within the City of Santa Ana. For the City's convenience J.P. Morgan has four full service banking center locations within the City of Santa Ana. Santa Ana Main will be the closest location to the City, located at 13oo N. Main Street, Santa Ana, CA 92701. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. f. Ratings. Bank must provide their most current long -term debt rating (Moody's, Standard and Poor's, and /or Pitch). J.P. Morgan is routinely rated by industry experts Moody's, Standard & Poor's, and Fitch. Ratings are shown below. These credit ratings are provided for information purposes only. Credit ratings are solely the opinions of the rating agencies, J.P, Morgan does not endorse, and accepts no responsibility for, the credit ratings issued by the rating agencies. Credit ratings may be changed, superseded or withdrawn by the rating agencies at any time, The table below presents capital ratios for JPMorgan Chase Bank, N.A. as of June 30, 2016 and December 31, 2015, under the Basel III Standardized Transitional Approach and represent the Collins Floor. JY Morgan As of June 30, 2016 and December 31, 2015, JPMorgan Chase & Co. and all of its banking subsidiaries were well - capitalized and met all capital requirements to which each was subject. g. Community Reinvestment Act (CRA). Bank must be in compliance and in good standing with the Community Reinvestment Act. Provide the Bank's CRA rating. As a leader in financial services, J.P. Morgan Chase, N.A. has always viewed corporate responsibility as a key component of our culture, and we take our role in leading the way forward seriously. JPMorgan Chase Bank, N.A. receives a rating from the CRA Examinations once every three to four years. The most recent CRA examination completed by the Office of the Comptroller of the Currency (OCC), as of December 31, 2010, resulted in an overall Satisfactory rating. In addition to the overall bank rating, each state receives a separate rating. JPMC was rated Outstanding for its CRA activities in the State of California. The most recent examination is available at: http: / /wNnv.occ.gov /static /cra /craeval/ju112 /8.pdf Additionally, our philanthropic efforts further multiply the impact to our communities. We recognize the overall importance of managing our business responsibly and have built a culture around "doing the right thing" in our dealings with clients and communities. h. Involvement with City Sponsored Programs. Bank shall demonstrate that it meets, or its willingness to meet, council policy established in 1979, quoted as fol lows: "Council policy shall be to require banks to participate in, or to support City sponsored programs for community improvement in order to receive City demand deposit accounts and to remain on the City's depository list. " Describe in detail, current or proposed participation on specific projects and community involvement activity in the City of Santa Ana. Since our founding more than 200 years ago, JPMorgan Chase has been a leader in our communities and we continue to deploy our resources at a local level. We have provided the following overview of our activities that support the community of Santa Ana and its constituents. • As of September 2o16, JPMorgan Chase & Co. employed 72 employees in Santa Ana and we have 137 employees living in the City. We serve approximately 72,887 consumers and more than 4,429 small businesses in Santa Ana through 4 banking centers and 19 ATMs. • In 2014 and 2015, 27 Santa Ana -based JPMC employees volunteered 167.5 hours of their time in the community. JY Morgan • One of our JPMC employees, Paula Garcia - Young, currently serves as the Chairwoman and Executive Committee member of the Santa Ana Chamber of Commerce. JPMorgan Chase 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. During the 2014 -2015 period, JPMorgan Chase provided more than $400,000 in grants to nonprofit, civic, and philanthropic organizations located in Santa Ana for community development purposes. JPMC's Community Development Banking (CDB) is an active and national leader in community development finance that promotes the growth of affordable housing, economic development and the revitalization of low- and moderate - income communities across America. Through their unmatched resources, they offer comprehensive financing products for projects of any size and complexity, including construction financing, bridge loans, acquisition loans, letters of credit to support bond transactions and long -term permanent financing for Low Income Housing Tax Credit developments and bond purchases. During the 2014 -2015 period, the bank originated or purchased more than $8o million in community development loans or letters of credit in the city of Santa Ana. Drawing on its Zoo -year legacy of integrity, strength and financial resources, JPMC helps families achieve and sustain homeownership. Chase offers purchase and refinance home loans to first -time and experienced homebuyers, services residential mortgage loans, and provides affordable housing solutions to customers struggling with their mortgage payments. During the 2014 -2015 period, the bank originated approximately 645 mortgage loans for more than $380 million in Santa Ana, of which 20% were made to low- or moderate - income borrowers and 49% 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. During the 2014- 2015 period, the bank originated approximately 1,400 small business loans totaling more than $33 million in Santa Ana, of which 57% of the loans were made to businesses located in low- or moderate - income communities. r �r� J.P.Morgan Availability Schedule January -16 J.P.Morgan Availability Schedule Policy Paper Deposits The funds availability of checks deposited is based on the financial institution where the check is drawn. The cutoff for same day ledger credit for deposits delivered directly to a regional processing center is 4:00 p.m. local time. Deposits received after deadline will be posted on the next business day. The Federal Reserve banking system will not forward process any item over $99,999,999.99. J.P.Morgan may refu such item or handle any such item as a collection item, with customer credit and availability deferred accordingly. Thrift and S &L routing transit numbers (RTs) receive the same availability as the corresponding RT range as listed in the schedule. Federal Reserve Bank and Federal Home Loan Bank RTs are assigned one day float. Availability schedules may be changed without notification. The information furnished herein by J.P.Morgan is CONFIDENTIAL and is distributed for the exclusive use in evalu J.P.Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P.Morgan. PAPER CHECK AVAILABILITY SCHEDULE 301 See "On -Us" Tab See "On -Us" Tab 0000 - 0020,0119,0800 0000 - 0050,0051 0000 -9000 At l Others Nationwide On Us RTs 0210 -0002 0440 -0003 0210 -0012 0519 -0036 0211 -0036 0610 -9238 0212 -0233 0654 -0013 0212 -0271 0710 -0001 0212 -7272 0710 -0077 0213 -0046 0710 -7452 0214 -1063 0711 -0026 0223 -0017 0720 -0032 0280 -0012 0740 -0001 Nationwide CD RTs 0750 -0001 0830 -0013 1020 -0101 1030 -0064 1070 -8955 1110 -0061 1110 -0115 1119 -2186 1119 -9377 1130 -0060 On Us On Us Controlled Disbursement Postal Money Orders U.S. Treasury Warrants Savings Bonds ..Domestic Institutions 1130 -0767 1221 -0002 1232 -7197 1240 -0154 2631 -8986 2670 -8413 3222 -7162 3250 -7076 0213 -0937 0311 -0026 0719 -2322 1020 -0097 0220 -0084 0441 -1544 0724 -1292 1070 -0109 0311 -0023 0652 -0475 0759 -0272 1113 -0088 0 -. 100% 1..._ 100% 1 100% 1 100% 1 100% 1/2 70 %/30% J P. Morgan Availability Schedule october -I6 J.P.Morgan Image Cash Letter (ICL) Availability Schedule Policy The funds availability of checks deposited is based on the financial institution where the check is drawn. Deadlines in this schedule apply to image cash letter deposits that are transmitted directly to J.P.Morgan. The Federal Reserve banking system will not forward process any item over $99,999,999.99. J.P.Morgan may refuse to process such item or handle any such item as a collection item, with customer credit and availability deferred accordingly. Availability schedules may be changed without notification. Thrift and S &L routing transit numbers (RTs) receive the same availability as the corresponding RT range as listed in the schedule. Federal Reserve Bank and Federal Home Loan Bank RTs are assigned one day float. The weekend deadline for file transmissions is 5:00 PM Sunday. The stated availability on the attached schedule also applies to weekend transmissions. The information furnished herein by J.P.Morgan is CONFIDENTIAL and is distributed for the exclusive use in evaluating J.P.Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P.Morgan. CorporatelCL 301 JPMC 10:00 PM 0 Chase CDs 5:30 AM 0 Group 1 12:00 AM 0/1 Group 2 Tier 1 12:00 AM 0/1 Group 2 Tier 2 12:00 AM 011 0000 -0020, 0119, 0800 6:00 AM 0/1 0000 -0051 6:00 AM 0/1 1214, 3214 2:00 AM 2 All others 12:00 AM 1/2 *Deadlines are Eastern Standard Time CONFIDENTIAL © 2016 J.P. Morgan, All rights reserved. 100% 100% 95 %/5% 95 %/5% 95 %/5% 95 %/5% 95 %/5% 100% 95 %/5% Nationwide On Us RTs 0210 -0002 0440 -0003 0750 -0001 1130 -0767 0210 -0012 0519 -0036 0830 -0013 1221 -0002 0211 -0036 0610 -9238 1020 -0101 1232 -7197 0212 -0233 0654 -0013 1030 -0064 1240 -0154 0212 -0271 0710 -0001 1070 -8955 2631 -8986 0212 -7272 0710 -0077 1110 -0061 2670 -8413 0213 -0046 0710 -7452 1110 -0115 3222 -7162 0214 -1063 0711 -0026 1119 -2186 3250 -7076 0223 -0017 0720 -0032 1119 -9377 0280 -0012 0740 -0001 1130 -0060 Nationwide CD RTs 0213 -0937 0441 -1544 0724 -1292 1070 -0109 0220 -0084 0652 -0475 0759 -0272 1113 -0088 0311 -0026 0719 -2322 1020 -0097 TREASURY SERVICES J.P. Morgan ACCESS° Sample Reports Guide March 2016 JT Morgan J.P. Morgan ACCESS® Reports Reporting made easy The ability to share information quickly is critical in today's fast -paced business environment. J.P. Morgan ACCESS' provides a powerful reporting tool —one that delivers timely, accurate data through reports that are easy to create and review. You can analyze and manage cash flow, select the information you need and present and schedule reports from a single screen: J.P. Morgan ACCESS Reports are customizable to fit your needs. Manage reports quickly and easily to save time I.P. Morgan ACCESS provides a simple way to manage reports. With just a few clicks, you can see a high-IMI snapshot of your balances or a comprehensive transaction history. Design reports to deliver information you need when you need it, enabling you to save time and make more informed cash management decisions. Designed to work the way you do view balances and transactions yourway through J.P. Morgan ACCESS Reports' comprehensive and customizable capability Wexible features and functions. You can now customize and schedule reports from a single screen. view your check and deposit images with corresponding transactions, and organize accounts into groups. Customized to fit your needs Select a standard master format to run a report or tailor the report criteria to view the exact accounts, transactions and balances that you need. You can then share your customized report with recipients of your choice or schedule reports to run on a recurring basis. Nine master formatsform the foundation of the J.P. Morgan ACCESS centralized reporting capability- Balance and Transaction. Checks Paid, Controlled Disbursement, EDi, Regional, Returns and Exceptions, Wire Detail. Payment, and Template. Each can be customized to create reports tailored to your specific criteria. 4 � .. Tr •.toss .. �, a... _. Examp3es of reports using these standard formats and also customized reports that have been tailored to show more specific information are provided on the pages that follow. 1.P. MorganACCFSSSample Reports Guide Table of Contents A Quick Tour of Reports Nine master formats form the foundation of the J.P. Morgan ACCESS reporting capability. Each format can be customized to create reports tailored to your specific needs. Balance and Transaction Includes top-line balance and transaction summaries, detailed transaction records and time - specific data. Available for current -day, previous -day and date -range periods. Balance and Transaction Account Report Balance and Transaction Summary and Detail Report ..................................................................... ..............................6 Balance and Transaction Summary and Detail Report with originated ACH Item Reconciliat ion ... ..............................7 Balance and Transaction Summary Report ....................................................................................... ..............................8 Balance and Transaction Detail Report Balance and Transaction Location Report ........................................................................................ .............................10 checks Paid Includes detailed information about checks paid by date. Checks Paid Report Date controlled Disbursements Provides interim and final presentments and funding across all or selected disbursement sites, offering summary and detailed Information. Controlled Disbursement Summary and Detail Report .................................................................... .............................12 Controlled Disbursement Summary Report ..................................... .. .................................. ....................... ................. 13 controlled Disbursement Detail Report _ ......................................................................................... .............................1a EDI Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe$ PDF or ANSI X12 820 formats. EDI Payments with Invoices Report EDI Payments Report ...................... J.P. Morgan ACCESS' Sample Reports Guide 15 Regional Reports designed for specific regional branches and their unique information needs. Only available for Asia based and other select accounts, CheckStatus Report ...........................„...........,........,.....,.,..,........,....,...,,..,.....,.,........,,,.,.....,..,.......... .........,....,......,.......17 cheekDraft Collections Report ............................................................................. ............................... ...........1s Post Dated Check Report. .......... ............................ ......... .:..........:20 standard Collection Report ......... ........... ....... ...... ..:..,........ . .... , .......21 withholdingTax Report... ......... ..... ... :... ..... ....... ...................,....,..........,..:......,.,...:........... ,,.............:....:.,...,..22 Returns and Exceptions Provides a detailed view of your return items, Including check returns, ACH returns and ACHNOC. Returnsand Exceptions: Report ......... ........................„,.,.,,......,..,....,....................,,...,...,................. ...,............,.,..........23 VAre Detail Provides incoming and outgoing wire transaction information for Fedwire, CHIPS, SWIFT and Book Transfer, with complete advice- level detait. This report is also available by account. WireDetail Report by Date ..... ».. ..............................:............. ....:..:.....................24 Payment Provides payment transaction (wire, ACH and account transfer) information for current, pending and completed transactions. Payment Summary Report ................ »...,.»,...,...,.....,.....,.., .........................,.,.25 PaymentDetail Report....................... «,, ......,.,,,,.,..,.,....... --- ....... .. ............ ....... ..:.,.:,.....26 Template Provides payment template information for all payment types by account. Transactions are displayed for each account separately. Templatesummary Report ................. ............................... ............ ---- ...... _ ,.. .......,.. »....,........,....27 Templatecetall Report...., .......... ........ :.............. ..... ...................,.......... ,..........:28 J.P. Morgan ACCESS' Sample Reports Guide Provides a detailed view of balance and transactions by account. ABCC6np" 11'.R9organ tRnn Acm.m I 4pa11 An Da: OR t m.a tm OaA OYllbZOtt iWnh.�Il Ol11 Y. 1Npr1 S.Yrp AMOn+V\NS4Cr1on...nw. � MA Yw+e rAG CdAPANY 9yA Jlyyly. b....l.N. Y♦ Ktl HUm DUkfOff]3.1:] p+^.�t IbD 11561.. Yan VW.�d2)aLI1. Mf.lV _ R46M YYO.Y �An Oew1YI �AIIM Otl Alw! O.YIA.INM YM N.MUpII fpnN Awme Mt,\MM `. 9YAi11 dl"IMl. ".Aplt_�_ p_I{M ,.... _ ?!YL (N t•VtTi b)6S1]21 G0 ova AMMWAV) ' p)JlWll q.a901. /ilpfM�1 CL4 A9 A9BANx eBl6NJtIAd IM.fIIA \ilYi slaVton s�w1w.. '1wMt0®1\ kU9AiM Inms+x4r #MAO aM.�.Yn MQVLpn df(�l\ PaMI[�It G01ANS V614N1'tEr 3tfRM fRIMM DAi\I2011 MM10�1. Yp1lM1�MIMMO®N MfilMl. jgf4V1 ^ICO j�pruR �.(YJYU A" 2$4.TIY 'A00%" j tw"MM, Sa +4a axanev arsto* a Alk a CbM*A l\t 4A v low' "a IM Gwftt so End of Report 9u..eant�ACOn. GYA.em Mn)rMIIL S.w Ff\1GArt as mi igef+ei J. P. M o rga n ACC EST Sam pl e Reports G u ide 5 Provides a summary and detailed view of balance and transactions by date. ABC CoMSny rtnar+M Tl.,.,ftA,l Sum .M Oebd R. fl Mll�npgleaa+r M1YIrpOeienflfb MMTS6P b \.f�4nle� I.l.pers am..y .1.P.Mof gan T.srnsteundMe- OiRERLEI l+nOnW.yM W�ds�l+n — 4ANert ABG.Oaiplf FIV+ +TNYWnCNW Bwi N• AaANwn tltcdOb1b551A M`ermW.WDUS Or ldl UlAeMtl OW>2041 IAN AN wjei9p 1.+pN .f qa. wwaf IOttASNbw Wswd aro.>sN a u® Om 111" GWFAI BSSff\1M .`2R B11M 8m Daft (11 l+lXw—q- 9Q0 NOD 9m I.Np Ip 04ry 1AMWl; 1Tyy;5+lJ 909 1K R411MV' 0! O1Ke eI+/f 1040 AW GOSt4 AK BAL WCV UN\rl 1. WMA AYGMO AVAI WMO 1, 0,10 NVG 610504 /rVAYABIF ML Yin !,.'"{S.y9 4 TdTK awl e06 An ON nnwtAO s"W-Ni CAG C1AW0sAl.e[.E 3."13fly ObID dfETfufr.Ox O1TFR011 lAlOW u MTKMECMpGNp1EYTR Wps Z.SMfi`Qp 4 KQ100MO AgNfv 111 Dnn` 14IIAM1" Credits ilpwbsls. �: NIYBW ;. C+rnp+rM b W. OYMwn fie M3UYTR+ efMRb11 ®i10Y.TMNSfEA CREg1 A9(; OG I \TY25 107} 1N M?.r IT IpIpAI SR Y01M WAX 1 pEf ABC6 1.OUT5 �CFeON OOPl00VS4OC\Z1tS OlMIFNANYSpgI{IiiYOgJpKJ AWN! AIGN4 REOItl Np1fYNEt1 MOIRE GtltOFl1E 195tAND• BI/GIIOL EWii IIi ApC0A5WV' S\ eO WSfYFYR ILDMiSiiS$19lIQSnTtlUl11A1T LlCeIACI; SOpU EANONOFNNIMN NOT \tiN dYRMOMGOLf RROV vmuAmromlmm\as W A�lOnSUtIJOF1/AISOUm IG, xHfw aT]aYr _..,.. _ NOND" 94NJfE@91 Edq{TpIWN(ptgEpl 1n61\ASVE5 g6TNF1$A00 #]M� #EBt M! txf+eaa+ #NITlY fEtSW EST WtlT•Ydpl M /Mb J.P. Morgan ACCESS' Sample Reports Guide 6 Provides batch and detail level information for originated ACH transactions (Please contact your J.P.Morgan representative to learn more and to be setup on this service. Provided this service is setup for your account, user will need to select "Include ACH originated Items" in Additional Criteria tab in Customize Format /Modify Run). ABC COMPANY A:. Values ace aub.F_!o verFralion rrc sq�RCnex4. BaancFand T�CDOnRapO,t- CnrmirvaM DWiI A:iir+t Ela _: ABC ACC -0- r ±?smr¢Idu!- Mbb21:3Lc7EP '^ 4 UEC - vs Do Birk 12345.769 - 3P14Wyn Crane Raw. NA PW 090 Dw r2 C Cn :1!7! 5,820,57-:0 Delia. ti; 5.0'.579Q C" E CT AuYYARrda» �s AVGC_OVIO AY_2ALPAEVWNh- 1',C- - C.iNGA%*AJW1`OALV0 AVGC_GS'NG AVW.ApLESAL 1TD 'CrrA` FLCAT A30RE --ATE FLCATAD2il3 n` CL W ° � ?.14N;E • 3+ i 1R: r 5 R' C*gt4 N: -1, 036' 7014 ACH SETTLEWENTCREDt'S FOR'W,C'y.!W 12545E AS C'' =A ''1DT'A_ MC.MIC %0DNEMTR&YS'RS A KSEMLEWENToerrs MrA_ ZERD SAL ACCOUNT OEErS C r e C1I same Day _-� 5.V-0579 6C 5.630579.60 9W TW-DM VaAaam D-"*- CU W W H/. Bask Rat 0}06+2014 :ACV SETTLENENTCIREDI 1254W719 1CFA56763i i'r =57W CRiG CO NN£: ABC C ,MAN' T- ncca+Dse 0205RDEA Lass CiAdueO: 7062014 al12AA4 CDT .Ne,a Lay 2CxMmDaA C0: 0.20 OW 090 090 0.90 PW 090 VW 41W AM DZ �D:.W DOC 9IT 4;971,62 E' '.522;875 5 225,711 90 ;C27 5E X97; 2k Pa Tare Oedr.An l (ET1 1 ?6E!CK is 0242 AN ).P. Morgan ACCESS' Sample Reports Guide 7 �ORIdG ❑ P= !;5679.0 ', DEKDA- : CFfS€T EYRYDESCR FL.EL MN SCR; C.ASS Cm TRACE W- 04234557&° *8;456 E -W GATE 140305 MID No 12345EM WE, N41E E7T -,LE Mm E. AbMIA CD11PAWOLTA. 123456AKt2A FEMAK E7404 CREATED OFFSET FOR'W,C'y.!W 12545E AS C'' =A DA-E t4413A05 CAA1POW 83-r Erat7 Bata C=^F>ns •Acne Conpwy IC 2 tj CLS Dasfiow DM 1407dW Batch M1rcve4 A5C C'?11 =Atli t_uS ?83 C -D FUEL 1W Al +)62014 =NC 1.39S 05Z, 91 DF1 Saar* DR k.- MOW !® Nalm Ttace Nr rWW tb hnsse4 1C346ET6 ."bbz.ySWE7 121;576 ARM CORP LID 126 541 all t9 87654321 Xbb- %87123 876.532' FOOD SEV CCPP. M43Ci63L 125 222,82756 <.'. IU 0:tib22123+'87 0127654 E.154 m 125 •923457653000124 165.W10 022."4;78 212bbILS34769 1:512312 2SKS NE ERMG CO. iMk%7890000173 76 6X7.73 ).P. Morgan ACCESS' Sample Reports Guide 7 Provides a summary view of balances by date. ABC Company JUNNIor trail M,Om, W Tw"lOO n[Otll TIONO OO ON[. 0I 01i •• [w wunWa papr�wy " I4NIl[rp I.MGM W[IIO�MO�w MdMww. NCaOq' � >IIPar Y4MA nlr, Ntl7Ma OWWOIY>•12J OwmwW�DUE.DIw L[p9bJ![OaQ7i11MMM' w�' tM)v Ow�Op.. 1MITGg 30r"wO� '. Oin1 6".FMM 6R[t[# of i OOMP, 101~ ]$06.T11M am fm L�PI 'Id #OOIO3f 4;I1UIOlr am am on 1titfNR kW,Wa 6+C 9b sa7u"[amlawluns MIJlIAY"Ml W AEV �IItM IMIAGIN K q AalaN Iftwm I.m1K/.0 #YOCLGLIm I1WYA Aftvm 127451," WtYnwt am A:V�GlE0.M[Mil[IIBR ON RO116MlNIOL }AOWSW to 01Ba160nam91n 1.36WI V WL#t O10o1"NOIOIEVfxw![gt t$ar11" Wnu:pnow"wry laalsnl t,�la."7r End of Report e�..a Tmlommaecc.s„nww,y c,nw� aannwi tz»waaT�wn ms's�u x�ay.l+[I J.P. MorganACCESS'Sample Reports Guide 8 Provides a detailed view of transactions by date. ... ... ........ .. .... J.P. Morgan ACCESS' Sample Reports Guide •• hwaneenpysr•mry •• Am Tromp' Ae[fapw2 IIw1.JPihpenheeaew. Hr Cledils M1.111 manta im V"ft, AOCOFI,AIRS DWW 2 IZM 9lUC MOW= YOM llpMarempmpmppplPMS iscWr arnam WWIIeaw "INNIPW q4moa mm" NW iV1YETYUOAi ¢Cp1e0iABr1AAD1fAIilUrl1101R warren "Yv6Tak4R eA NrArm "DoeNM me RYM fID 14 is NFL C2A 01211YT ... ... ........ .. .... J.P. Morgan ACCESS' Sample Reports Guide Provides a detailed view of balance and transactions by location. 0=00 orr IPMorgan enamr "*Clair —ORTP-W ---- --------- - T.e CNlh,m i ------ --------- -- -- — ------- --- ---- — — — -------------- - - -- --- ---- ---- Criodit, 1101"M VOID" logo" N&W. arm enamr "*Clair —ORTP-W ---- --------- - . ... .... ------ --------- -- -- — ------- --- ---- — — — -------------- - - -- --- ---- ---- J.R Morgan ACCESS' Sample Reports Guide 10 Provides a detailed view of checks paid by date. ABC COWANY AWorgan CTIeda Pad Rabat - 080 iwM.WOn Ore UUW11 -fv rtr �eve a cam, — Reaer Seae�r sm O%Mr . r ects.,^a Y�CSp Gr.+ uro +�R'n�s�`<rO QIO11! t o JN1rM1 Ome am*, rA W A=ftC OWWW1 V : C" : cti AR.6M :rae• CNN* Pho'bu ::�xiLL•. am* ar.%.w C=4-477.: .' i.a. zhxz"R L6M}.4: Sur Tma Wepryea e* x$RaO%+.e 3AL N Or• Tow" TOW ororeee °= LISC _ .. TOW +` Ma O NI la 6,SC. End Of Report r'asWY� %a.°N:Aaf G3�rd Ci'° Oza >I J.P. Morgan ACCESS' Sample Reports Guide 11 Provides a funding summary and details for controlled disbursement accounts. nW CQMWy \ f 1 u'",in .f.I' csum.. o.ema.m.M suffum.q.ne ow ftap� +' K w.e� eo " ',".t 5'. �er�aa�.rv! D•.C+'R� ++� frw•vstiwn OaM u..`i:et 1 .ar Db lMn�T6✓Wfm Ml4 " * O'dw, NOW& MRkmmrwNt ' AYtWMs Wr Wr{7�1r'w "Mtrve AWCOMPAW fyUPIMMMOWMI 1919AM A w ww 9bb"InNM7 iCr ubn u S tMr 1r111r61Ya�1 wM YJ111�A1 i wlli�w�lY�Uww f!M M.wf.fsq � Awwt%Y�lftiw�l i dfYM 1�1�tYlwoun, f ra qtr +%w Oft 4 W.M.wwk�.in R+w A- �&VMtitiwlwwwa AldldN 46 "::>MMIA tIt i ,titl1Mtt Aamw+ PIiMM St:40441" - }Appi 6Amw*U 11 �ftlwlll � ®��t1f f tA1 /AY /d IWO 1.10,40416 ' ItlM11M IAMIO s6 M O 9"Aw p )04wt1 W+r.3t ` 1011046 74MFMii ;Nttwee -now" cwltaet INUMM 14""10 j id=4M 110lNl0 NSM17 WAWA !17!1!1 so 6" A 71non 041110 newt 1411191 ' gpitn rartat�+ j #1wYlti fUN.M 9MI�u wlwa ♦14riAC '., 1MYnt fd D1Y a1 M111 t7�t�o t►�a w arlweglr - 1Rt+aaltbs�wr W1:,e Se J.P. MorganACCESS' Sample Reports Guide 12 Provides a funding summary for controlled disbursement accounts. ^w0"" ! *Now Oxfort.itr Gdit w CAEU .b nl Sumn ry Ropoat 82098 n is ..a Ir ft lSuPl .., a0 9W OPlkNW CN.e B ,,b A A on taw 00 wJa900 Ali M1 Ai1L CLltltdYr 4M4A7MiAtl 8 ' %it #1'• VCiP±fY A4 AWP Dob04o1C9 IMS Cm Vw #o -0" UWAW Amok" am 44113/ARb no rwa.l'aaaw - "Wt3ftos pwoawpIXwrrt d Aaw9A W*AtwINE*A9 w $ Wpl M0/allw>� 0laD Qppp% 1p 01X9 �p0i"XI� 0!B PMala iiKlaM awl A06 ARwpy1MMMM4d /O No" _.. ". A&MANN A"rW�M4Ai�A7Mli.11l �'AW.NIIIK>lI�XB,M4laMM 1is #aX ww 711iWL11W►�MawY Mo 4MMA M "0006*46rwrN !!1 "W "WO Lear tlN" *A +gdwI I acw. ! ON 9iowM ifwra.ar+ 449 .ipMy"W OR %MFFIW~ too IawO� trJrpa.nanXaw ♦afar i t•.�+�+a.amr�r .IIdeXl�XHlX!_XXaaX?�'i - arra =s " S1! �� $aA �MpfgBi�lpPrlM AWaA�Nafai /f19'�n �Yyid4Y me onion rti.a�laufYrvs swrn�w.9ar�.w usma9�ir lft i *Now 82098 n is Ow a0 on 00 wJa900 #t* €ai97�!R t ?338tH f16T #Gk1T ,�,{pY PMWI it1 J.P. Morgan ACCFST Sample Reports Guide 13 Provides paid check details for controlled disbursement accounts. a.e... M.. AbNwiMVri. el• 9tl!FLIIl7[YyF!'r elw+ 71Di: �A1A7 4Q+N&e1 MKw ODP1009l7+17if/ y$ti Wew bKIeN!!1! N11911YrM 7wru YMN1e Memo$ 1MM4 lam# 7Memo/ 22MM aeNmo 7mowo ?awl 7aNN MAW 72UM 8!"714 •IMIOe .4003Vr IMeIN it 1MeMw t N/Me�7 INe lee V lase"" �fesmo7M wNN>u v7sern wewM emo7Nw IAarM ile /RM 7NfMA tNee� e1 +mtww 06 Sell 104"A ♦1 ttl w mo1MM AfNM ""M wawmo *MV "404D "Memo sMemo 00040 "Old" 40=140 "'Ma MAiA e"616 WIN "771 M UJUM "NOW MAO" Owes ONOW 401410 006" wws OwrYW�Fmvm bi 0i 6, OFIeW1 N 3SOW41M OW AMA hlglrt i ffi8P l.R Morgan ACCESS' Sample Reports Guide 14 Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobes PDF or ANSI X12 820 (text) formats. Cash Aepwlin0 -° EDIDeuN etwowssoate: 2SM913 f PVT TEST tM?M3PAtiY 2 14WO Mab"61 Purpo9ies Only °^ Accown Numbea 0000012bb00 Bank: IPMOryan Cbase Bank. N.A.(IL.I Account Name: EDi SPECIAL. REPCIAT5 Saepl• CoapanF• • CRF_7IT AMOlMT: $4.600.93 HATE: 09/25/2013 MITEOD: ACE CM • RECEI'.ER- ABA 123456789 • SEN7 *R NAn Sample ACCT: 00000121200 ID: 3456789123 ` ABA'. 123456789 ,ACCT: 0000012bb00 e PAYMENT LEVEL INFORMATION • NOTE' IEE•ACE TRACE tl01BER 11100002518ax= • NOTE 'a1E•ACE COMPANY ENTRY DESCRIPTIOK:CRED CARD NOTE: ZEL•00015658axxxxID: 9340000500$a NAME: SA1@IJI CO 000000000000 + ` TRACE 1.934000050Caaax7.623114axxx• 110CC0000000000000 + • REFERENCE' ST•888SOIS REPEP"CE TN•III003025Ixxxza +TRACE NUMBER FROM TEE ACE PAY70YN7 • DATE /TIME: 009+20130924 • NANZ 00:'Eample Conpa y. +92- 62111: NAME: R•Eaeple Camp" NMOOfSSiE*9i•la40000f00fntaa lwola IKPzmkn E • CEBIT AST: $1.901_94 EATS: 09/25/2030 WE"man: Am CCD • RECE::ER- AM: 123456789 ACCT: 0000012bb00 • SE\7ER- NAME'. SAW%j1 V1=F1 -71D: 3456789123 • ABA' 123456789 ACCT: 0000012bb00 •_-- ___ - -_ = PAYMENT LEVEL INRRKATI® N3TE. SLE•ACH TRACE hUMBZR.0913l052000zzzz NOTE: ZII•ACH COMPANY ENTRY DESCRIPTIONXI AIN FUND • TRACE 1.09131052000as '190055xxu•SAKPLES SAHPLE TRWS ' ' REFER—ENCE BT•8808048 • REFERENCE. T11- 09131052000xxxx• TRACE NUMBER FROM THE ACP. PAYMMEN' ' O:.TE /TIME: 009'20190924 NAM? PR-SAMPLE 911INEPI.91•190005aax "__•_•. = = =ffi :R��a :.s := INVOICE INFORMATION :�•�_�•- __�__________-___ ENTITY 1 • NW.-PE•3•cAMPLE COMPANY NC'•••.91•HHI38083xxxx - NAME PE-SAMPLE COMPANY EC•91•AMI38083 ::x: WKIorCE' $0.00 DISCOUNT, 50.00 NET $0 00 " • REMIT IN •0*13L0S2000=zz J.P. Morgan ACCESS °Sample Reports Guide 15 Provides summary remittance information for electronic receivables or payments for a specific settlement date in Adobe@ PDF format. "fia. rna,labsl w1z�0a: cxp••• Ax..'t Nrti ABC Corpoation *--I, h� 0000012bb00 6rr8 07100001 - JPMoMan Chase Bank ABC CORPORATION „t! ?141 7 ?- 4aw717' 3 1W Lydsbz ,?%C, X.7 I .A!= -i1HST A.M.'#r3'e ET. 3Li.3E ffi� Tll''i'f3[?.i li'i�fie 1a:$ � - "'�'•3T:BF 1811. Lao 0'$ A T utl I1 ST.I t6- ?.0 +C WRFOR2TICV ID: 745n78Y123- ' 7,s 4s21 ACCT: 0J0001 ,:n0o _ ., .....�...�z .. * WrPVVMM4 7&r8100CC@1rJ06CW000B43 r • Ta1T:: Trs1s: ptTr�o1311::: w MPIRTIM, Tn XY2 INCORFORAI'ED �MZV SDOC -C8 �' -TEiC CORPORATION 1e1C4'ar'I': W-TRM6. Arm [T'K r` �= 'W"XYT INCORFOPATED 12395676 a' ' PZVE : ' "':Y° INCORFCRnIED IC: !40'01091'_. IC: ° 1-- '4s' -16 ' 0=-r Ski; r1. 2v. S3 A.a r_^ �1W-"'TV R-1iG1 12'- -45573 S'CT: - st:s= car- taooe}nns ` - XM4 AEC CCRPCF,"T IO'4 ID: s ' 1� 516543 ?1 - ;.CT: CCO301:::. * mw><laxwc uvsa xatsy-a�eiW9 - • ®t_ 3�aoucr:oamtiac:i?7�6lotc� amu- ,... .:'.0. �� Ti1Ts: 11 r;'t r'ic:' le'r%x- ACTT =x r Et-,Mrtr.- __ •_ .ACCT: OOOCC12D6Q9 re arm, 017J18' , ID: 3955769123 �` 45 676 ACCT: cOn0012bcii0 ` t'T31CS_ S`4{18f�YCf ri00TB:B3d%1 !+ °$ITEl!'7g: 047- 201:1=3 MM' TEa'XY2: INCORPORAIEC w MPIRTIM, Tn XY2 INCORFORAI'ED �MZV SDOC -C8 • CTWDIT. ALA-=: fz" $xt T.*7`£: 1e1C4'ar'I': W-TRM6. Arm [T'K e.V'' -ThMn- M' 12395676 000076111 0 rtr�rob NMW IC: !40'01091'_. IC: ° 1-- '4s' -16 s• aCCI: C0000I lDbGO R414$if Lrw� Til'f-mQSi{ti - '�" $` 0312L212r100TF38B94 - st:s= car- taooe}nns + `a1:�S4 r ^�; 04T +2n93i721 s ' - %" XtiL INCORPORF,TFb 'tE�GStlSCii '� MorACla .^_'XY? IVCCRFOFkSECi illi"i1G�289FR^ + B.Y� ?'s.:6�r�,XCAad2S5W1tl��'Trf91� Tiy�l af8e I.P. Morgan ACCESS'SampleReportSGuide 16 Provides the status and other information for issued checks and drafts. only available for Asia based and other select accounts. AWComp'' ,t pmorpn M. pak M Btbyw.l llaprq•U.#iSwa Irt1.aM9a 14p:0Ul.�lt•I1�V CMaT/M A4Sw o.w.6w G+i :aww ben hawlww. M lwi�eOp' N Awflyl/: if.J.Mrlswa. a<M a..rw�y.w •r.r [n.s+ t..+r.eww..c.iw.. iwYN. •w.anw 4...wb�r. iania..a wwraay.b. r.flnuuf xi+o+f.xw h CM54.r1.A.r L+.NM Mire i111w.tw..nllw Iiwa.iAw M...tir.�Y. 0..1'h. iwbea ti0 f'RTH ti[. M. iCSTVn w�' Mr. btlflWgYM 111rCr iiOrtl �dwr W..W.. /.. '. n.w�.nr ?Kf1i01HM1Yt [IrrOr NNal !Wt>r. a../! owytw Mora aieow.v Wl..+.r.� crow mtrax O�T/le i.+dW 4S9b #jam! .I�fitYJ Owlr E�Wbry yYlb... MOtIe YwYr 1iin.# 1w1Vt A2 Ta..w. M tw.�n 08bBtlYWNi1H Yia� Nw# W.Irw! BN.rl.rin ' Lr..il/. �W9INHIIt10V AU.La 14aw# AM.�Iw. ti/w..1ev db.tlw V:w# Oel.t(/a 4rCI.. KO {iPm �)rw Beat ait P+�fw Or..ri 9rMa. 9tl11i YrDa. fiP..4H ry�ti. J14Y GM.r w 3w� H1CL�Ow^e7M N..Or A.ei.9 mYY.�rlaai Wa.w.M� • _ 11# rt81.IWHlNYI i1a..taY 1A.18.4t iYw /! OW�Lr l/brR� i�lb.lr! '. bY/.Y.Y�e diO.t #TJi.N mt . ... er Ei.r�}t Iawdt @bLe^�if EC yyeizr fib J.P. Morgan ACCESS Sample Reports Guide 17 Provides the status and other information for issued checks and drafts. Only available for Asia based and other select accounts. RYCRCUSI W=1 •4 J.P. Morgan ACCESS' Sample Reports Guide 18 Provides information about direct debit transactions and the status of the transaction. only available for Asia based and other select accounts. aacc.. .J.T'.iv or n 'M wlw N wa.,aww.eMaasN eaa..e.w NyYW /Rwa. DwtwDM A�an.fa� f k ta�l/ewY, �Gw..si....«� Ls Oaad wr•..w.w... r....,+I.A.sa. yad! ` la.w. aNaasaLLwar.fLRpafa NrYaa Y/aL/eN awwwaar.ww aw.a.l.... a.,.w+r... yraa..war w+!!ma � do Raralagw M 6MtUYf.lwy ^O�wt 6wYt��s irrM Vila Nw Gw ^iaweYA w'f � /RANI / /Nw -Lw. Nw.r.+. 1LlNitn /!/ fafeewlWaf aaaaawmwwwauwl WYMMtaCs2T!gaaa: or��M.wa alORmi !Vw ;Nw.. 1 /Rl /w / /fYl V� tLRitw /L/ Raswwr pit 0 nwnaw,u + Mf tae.. !lrawpeq 4a Leeawrw. f.Ra.lww.af. 6�r/n.fNe www,wana Y.AIIws MDO Leap pwa �e fwwalY///aaaaw Vwer tlSA�! plYe.! fOfa :1fl.Ae >.�� atev 1`rw.yw OtLa.0 NYt a.�y�! � lwfJ�lbaM 'tiw}IyYS MSaaii vw o.aa.n RR.m+ faint -Arum tld6 Awewa�. as.a -w �./r.w .o�L►n Gw ^iaweYA 1. P . Morgan ACCESS' Sample Reports GUide 19 Provides the status of future dated checks that are warehoused by J.P. Morgan. only available for Asia based and other select accounts. Esc coYP>oy J.! ?:�lUr�an Feyw!Rper.- ocnDSa R «t ` mrLT��u- fh...0 «a Nest'{ 'Egea 3u v.x{a LsWW/ O.I%ae %acs. Ka.yPga lnw./tng '. {yp sir .:. 1<u r,�vawti..n.a aa„ 1..aien%r� YC8�8 amv.%wr r.w.w.. Gra CHNAM.JM7fr GUa O+V.MTwMT VMOW ifA1�e1 Mrrt DYw. \w! .A,rr,QwlM Wnee.w 0./NYS.e. C1rq.lww OlM:iw. $881Y WNrO• PMr7/ /rrra S�ewwlLNna 81181 �.YA1w.6 \. i�YOM�6a,.1A %�tiYy DYSNC�' rli.w.l. syrrr. r,{ha, CYS14+r. kNC!! .saw ti• y83ep,8 lum Knart.tsx 6.b �ilT1"„ M4rnn OY:A6'. Owe 1n' END OF REPORT 1.R Morgan ACCESS' Sample Reports Guide 20 Provides the details of a variety of incoming transactions posted to your J.P. Morgan account. Only available for Asia based and other select accounts. .W compazy �h0.aiwt rt n0wf �..1101M.K Y.T�a flyMY. P.100n.' AsNaVI CAWP3 W!9✓00 h.14/Q $A Q�T.p�f JTINIolym VI Da PS WY U -X4WO 1 y mw. -u asnsnr.sx :s'..q''e �• 1nm w,re 1nm ut tn+.�ryR tT1t114ue.. ' M.yu M *a.tEO law e.,aaea'. Ate' 1.R Morgan ACCESS' Sample Reports Guide 21 _.... c.nv..+r..w,RCe.. e.+r...n... *w Tfm eyr w _ 2w LY�e At9W iu�rMwa 1f.4Vr fA1ROAi41 i,n.enw i.. L+net C.pw V/s Lv. 4ms,..e+ ter !1i L4 V s. 1AV I't6K41'33} CwnslMw�e M.w Il�pay7Q`y','1y VM.1y. C!Yq,rt, Ryr Gw .T'ibTSt )v. R.9eI.4YV �.w 11.Yep. W'd1E4bYftT�Mp W!9✓00 h.14/Q $A Q�T.p�f JTINIolym VI Da PS WY U -X4WO 1 y mw. -u asnsnr.sx :s'..q''e �• 1nm w,re 1nm ut tn+.�ryR tT1t114ue.. ' M.yu M *a.tEO law e.,aaea'. Ate' 1.R Morgan ACCESS' Sample Reports Guide 21 Provides the details of a variety of incoming transactions posted to your J.P. Morgan account. only available for Asia based and other select accounts. Repona'Remn- 1MMioginp Tmc .Lt'Afolf;iln ilga.r- M1lo aue. 11 JK BR'.�C[I 5' �LWIyL' Ai11R]ItYNLYM'(Y1iii911R�LVOfdP 43 iLL`uLL�Rl�I�) a�if✓fi��.W m :Snv'ai\C.o:.loa`vETruv� wnilKnnSvn L.�� ar.T.'6 aNx:'ByiN.sn^I�Yry%bvb' f's.➢FOY M. +.xG A I'i �A` �YI�iYLy11 +3�4nLR114tlMt{Rlplli'�f trah•."GiJ'.AiiYllMlli. Mm sw.1:.l+y iiFLw�..x'r�xx,.e.'..v ivW�VLI l+iR�i+ry nitlnlwbL [.n hvTo'saui 3xvY 1 iirlir�xRnoii SixD�pri (ev.nnFLwn Fd Ilm.nwu: .iFFfi 11b.0 - asrliR{xiu� iw�viL.sYr mlw 1 iCaa¢iplwegtro lrtn rt .:[CUwrw ¢amuann LtRL� S`, �R'ICe GS ppmnnuw "3i >ir� •. lussRiluim ml,uaeR,N xnl e:r.cReF [Burp R pi E1MQi MRn YDLLIIHi IiJQIIaYYm 4NIII11n1 \II Di(P.�E SkE9JR'F �Z Lg11111HN11 N?IiJ 9 Rlf.�.lYKRri1n14MiDry ilu(.N[ 9 IAIIn HMILR+oI vnlnlnnnl a.rxR.�.inp.iaa..e.RCRrwnuwRw LYA.25 i C19: LDflI \Illilin S 1 TuURD .[c 3[Rwu31i*n.w�Yro 33mn+Rawuuxar La.\un +nnl A%Ragc i!:iBaIKE 9eq 3,mmm�lm C1plNpE n.D[R.winD.3Yw.anwlrxlmlcwRDR rwcaRD _ mc3[LVZC3�n.:. -z;3m li[n rt :tl^lYRtwR axinnlxlla tA>i6[p�F Ae'90 minlxianry 3dlMpb t iCYfRJYRD YYW LJRIR:1t x11rL:R:Atpt }N11lMD FC QR:tt[Hivarm¢D fanrtee. ^LIR:nu NnlOnman [�' pID6 p!14� 1p4> iD]lnnnuni .lifM4! i RiC[11iYUM 3YCV, hN]R.n nf11 C41.tiACn rR:xsRD J.P. Morgan ACCESS` Sample Reports Guide 22 5' �LWIyL' Ai11R]ItYNLYM'(Y1iii911R�LVOfdP 43 iLL`uLL�Rl�I�) a�if✓fi��.W m :Snv'ai\C.o:.loa`vETruv� Y` I'i �A` �YI�iYLy11 +3�4nLR114tlMt{Rlplli'�f x�1LyI.:tiY11}OKR]tJwxYN':NII!N ST' X. LtR41MFA{ TIRY11' 9;%1 11RA5WOiT .1nIRLBRRiiYFii.'A"i11R3{ q'ry�i i _ tni'w^.iTV»R� ittSati. JgDL rvm_ 1 iirlir�xRnoii SixD�pri - VnnBrc nmre �'4o3abRIRnnCr - ACMRRRAIIL 11b.0 - asrliR{xiu� rwsy ara uw.umaan.an +iwnL�� J.P. Morgan ACCESS` Sample Reports Guide 22 Provides a detailed view of return and exception items, including check returns, ACH returns and ACH Notification of Change (NOC). Asia based accounts will only have electronic transactions based return information. Inwnnatlonal Global, Inc. a.. ardor ..ronc+m.rn.Y..uoow..a.YrY. Ywwmmwr..w YwYrea rrrwrr Py��A.mre apmotgan ti,aw0+�. trrrorir iwyyr..oOlwlrnwRr Yla'adr Maor..waw,►n Onq uOYYr ,a>a.wr aarra rr.rmm.�rY.r•a.�rupd Ia+Yr mar/ar cwpw w a.Y r.layYar arwr W/rr mr+ppRra aflYlPr rYwrm YM• elN�n Mw+px UParrolocne GrLtiM 461•ao a.rYO +mwrma sxr, +um s*�rcvrno wrYr a.. n.. +YCa.r.. ®a+rea.rn mrr u�nr omwawm a.rryrr.. wwoeYr. rraaolrm trrauw �rgprra grpY.r a.rwrm KAgwrVr acute �WOnrrrrw orYOrr �Yr wirUro aYY.r 4R.Mrrrrb WM W MO w y y +eacr � wWYYa.a -rnrtr drrw. Y 4..Ww rir rwror mwnr•nsn t+�ttraro i+ mu9arr +ii!eYItYY Imeo�euwt roaorrn noaurY XM +rrrwwCnWY.Y.prn _ a.r.a �zyrsrrrmrr� aYaa� J.P. Morgan ACCESS Sample Reports Guide 23 Provides incoming and outgoing wire transaction information by date for Fedwire, CHIPS, SWIFT and Book Transfer with complete advice -level detail. This report is also available by account. ABC Company ° ➢> hPw,WHHI Pyp.ly C *N Wn DPww K.W-DFr n O. TruvPNi OW OT.ZNA12 l'mr�dT.a NIRASr PPGMIA A4IyTTMrr MARI CONUMTPATNN3 4mfa NCNw 1 "PK6 >81vl. bra Ct20Ya2- JM9r}a CKa9 ErArA. M. `- +`NrE1 ESC LIE OPA,r MnvS .WlirL�' CwklrFPn CPO" Bhi0DD L980 T�OPPrTP. CM=2015-MEOT DR9(TTIAMM EeNP'IU9Big LET VAiPDA.ITPA 0TS9O091NxAM EDT PNPPNNTM iPA.MP.rMU tPP2Y'diEr&i ImEPPTnu,P 131981989/9LD 0RPSN.a OFPRPra./ C9:?Y5P! U.IN9PN P¢, [ARMAAYFAESD:IND gNAN� 4 fFPV U3 tICAC[T /98990!!8 CDtP011AR 51519eONMTDNW wlLSM1 UPAAtJAAP PrNr TONPRBDi85Y+t9RPANK NYCPEVARR PADV SR.OJ 2S II TfFPMNt GM ANrRa ...9.f1$F11F0.'a ,...... .. r,MPe.,Dr9iTwP 0:1>2C1113l AM (DT OMNI * CWSCIEDP Nrr O.rt.. Orr=,2Nx"GD? PpPPNT. O..Nr.i.FP..a. AAAAMA MS? {NR P.b.a. P99991999989A7 TPFPP9IFwN OM fP CT2>0FN DPP 9p9,d 99511919 9 9 9 9.9 SAN PPM.s FTm TDURSNA NA X. WALL STPZt NEW TORE 0 IOOOC -1131 a PPrCriw INL"T10N 9999' ANMI I-, WE �9Dr•81.8 EEK6ryG8ANI"4 DDODC FLANK FURT EEKMANT WU l PM�MU TDA NEF 0290J19KNK NIW PEMARK PAD YMOT 2512 TO PMN7..0CUNTENT SSSSS5555S5 rrrr"TTTTT TTrtTTtTTt In L DENT PEI SOODDOpp00 ..1101 C]MY 4A.PE 10006U� TPT.PEw 0.9F lT.w DF47=17RU MEDT DPIV►9w 00S CAEDR riSAaAP rTn. 07¢T0 09111w®T PYwn w. CN1Nnr 9MP.r,P 4$MW4U4P4 \O9 PVYwv1 5M111/1/ff/)0 yFP PP1.n� 6FI PN[w1 C%ulmme Cr.P SPSSw 95595"5999999 6F1N P9cU,d P� "OVIVANI, N A WAIL STFETT NEW TDAE NT 10S -i 111 lvoPNP wM JAPP3ICADON 9994 ANDDs FAYAELE l90TPr1PN SENMNGOMK UD- DCDCZ-- `,IFUFTE Aw EERWNT PAPPPP TDUI I" DA T008ANA NTLPEMAIK P A PP 07 IS II TOPNNT [wYPP�F9 .....SS.NO N USO T�Omft,P VT2 .202U'PMEDT -.... Om-#w FED WRE CPED' YPNPD.M. 0>.: T.:TI N7LIW E4i Cwwr PINIPPEP AMYAMAUA Br. Rr.v,�P 1$9999119919:0 "on 9r1 0" 0PP1Yw,P GFF P.f C.iTTe KNOE l.vd 999195909499/ swrvF, -.o u'¢9cs1F RPElTN PqN t01Xf5AN1 NA OODNFKES"Wffl N Toot% WY_ 111 'Tn.P ytr 1041p0s21P99F98Ei3T Pa99 aP•2i J.P. Morgan ACCESS Sample Reports Guide 24 Payment Summary Report Provides origimated payment transaction information at a summary level, art Company 3oridit Paymaim Report - Summary ww o..cMa: iaatmre • swmzwa vaxa+xw am «trrw.,xyn�+ exw*.Mx*.x�.aamree .axmyw. vw.>� rxrltq '.. r�rx -stem. xa�mnt�m�. axxaiwroNawcawgrem.T . nca+. x� P: >W1n+Yx:GOSlmpetaaW ga,MMWaMMNeMi W�ea LXmn -Y✓ +aze.wru� ABC tampanY:. cz vcnus �swrE�ia�w -- OfA8DiE8dd0 ?841kS � ;7klcaitiisnuator3+€ru#4°efa*IUn bwmor:- "�rw^z+xe. ore'. -w+Ean Mxnex :. syv,.bo sy..weR.eewe ter owl m '. ,araofa -0Nhd8laaa$81881aa nYZrwKt: t.IX9Gt ficUt iNa9tl i5r efMNtyM trtaNtaN.NAUt �ryTww y3PAW woe. p.,at tA�axw�yniw sxi�wwmcs raPaw..wR. ?AV.s4 tsro Y�gE6.YUt °a.iRSxrr+mx T+r+x +x�rmwm �x owtaiw�ns cci '. w rtmoa €�w sata>a. ar+ro GYeB� YGIl,A;t¢4:1d1^MNT Rip 1ad8 J.P. Morgan ACCESS' Sample Reports Guide 25 Provides originated payment transaction information at a detail level. ABC Company - Far Wmnannn pwn sOnh ` Payment Report - Detail Gala ONpUV C +�'aYa� a:suns.lniitle�+l�t9l�lt.tsetle camera -�rslm Aaxe� sox vaba deMsuaaPel Faymem5yaq Sau ,P n MAlaams, Palregaaae.Ryasa ^aea CM:anw. GovaV ReaaleG BY Bag EM:H4 aMsNecfeaUa,a aa. niT[x -Ai Payment MefhcOS+JescnpSOns H Paymantcunencws .& eIP.MQrpn Vawe Da#Rage IMVZn2- 1M1TY2012 Paymm: Ca Manwtl flee =ami.tm([LteE,'Fm TemOaE A¢nwx Nam ABC Company Attroam NVn1 1 4c46IL14123454 Bank. 1240td5s- 3PMpRGM CNVSE S".tM jUT1 Caln:my UioUsDOW calm Meawa stws Roo Fmm PeMep Reh a PAYMENT eFORMATION M mwoasa"w Val" Data PaYmen: Amo:wt A A 't15MM12 'W USC ACA -OtWSW an Payment 0 Desv"w Oa# Bach Oesaphan S' - S"J'3m12355a FPM AccwM Amwni Name ABC Company Bank CMMY Nan# Cmpany 10 nkc1?25 ABC Con on 12A1557&4123 f Mprpan cnaw Bay+ N A Lr BENEFICIARIES Su# Aaawnl NWAa Acwm11 TM eaNABA Yan. Abanl Pantm Last Nam Faet Name SSN 'alga Oa# rWAMO Go Aewla Oak Tan NO-004 6t10090mtx 2243211 21 CR rov"Ono {RECnG`+"F iJ ibT;8i4kiffr`iDMab`6 ..'.fiP .Ttir *fWWA- J.P. MorganACCESS' Sample Reports Guide 26 Provides summary template information for all payment types by account. Templates are displayed for each account separately. ABC Company 3t'iLr3% i '. <.xaxwwusvrr. Template Report -. Summary vwanf✓ +rMLaa k+o9e:99N51iM4. +0nr�r5u '. DRWlbt+[tMb V y '', EaMNeYK1aMRMkaUwc µLAY -timid ',. uemmttamr ABC Company ou�•^a-usatis. oar xtmamFkmhr fi�3338y691t5 8ri�'x. ^q@a9a =:IC.1M6rk i`wA3E 8.eiat NAW" /.wow RRWNNMN Yljmrtl{ANxry :OMbiM.tuwn'r taNMWMd BnxRYty.... OW AX�`Iblluw� 3mM: IU2iMrcdM9 ACMCttn} wry MYt+$ WSYWCVi \'�M CaM 6&XCRIS WmlY9naL4W idm WM yjjj5ffi].30tjj. Yt1Yg8tl A mNWfar YAYSd09Zi1003 AM5� cF^s:oeS 4[MhRY5aea aCr .revue. aeecravrnk: tYiiS9Pffi9125 F`"iq °� 194+NSiER i�arCdFtw pLid9Ci28R�JW E�> 1. p. Morgan ACCESS! Sample Reports Guide 27 Provides detail template information for all payment types. Templates are displayed for each account separately. ABC Company - Template Repott -Detail DM DSOya Fayrar Mai + oa1Ga2 -aTnsns SwyV_ �Y VS.rc MweeTlTais Doris Ims N 9sePhs`GatrA E, NlllilV EsiaON Ulas V °¢ a -U .i PMnrpn - rr�Paas:AS; uua Dea MAlya aolrml: -aoamz 'e�tba SaMq -3 ABC Company ^+�a+� ibbi5E744112: A &NW54 -.PMORGAN cwsm w.r..NA..`�, t'.eentr aGOti.i .wtx TagYr fia-.e Saba VWMATEFOP A._T TPA•.¢ Tt !'.c 4AT1A OWPORMAMN tgfews YAl!gi Oab4:ATan'«A+w+t 1!nimw" *r>Y N+w>.s Fnm -ASaxa 9't %S 1bbt5ETE 81127 __-Z Company Baal 21"&2^.2„_ AM EDT A141131M (20sAilB.IY11 UT iiaepA[v�ka b Atm[ � A¢aut Nana 31�t6Et857887 ��' =�''� WA 12aE17"Mab F�aaraCAs� BeiKA UT OM /Tan M11TDA1 Ewe par, Tom 4orri81 Wrr7 clot 21"&2^.2„_ AM EDT Ksw. iiaepA[v�ka AN1vx Marnrx SJSr!1ra 4a. wxT Ewe OM /Tan Anw"I, 1AW Q mp 6E25UDS21122 AM EDT AA* —W'- En'i Dww,Tw Ac` 41, Use 10 a{nxcs: 91299 ISM I t EDT ANG 3yMr Ea DMITaw Am yr Use a, sg^. a MM214n MEOT ANG priapn.x Ewe DMtTS Aef 2y Use tD wssx M21=12 Ma EDT M11 nrca�3.•_ 7<a 's -LeAa 601�iQ� 00ft RG17Cb1?iG'?a PM EDT T>3S1 MiT 1.R Morgan ACCESS' Sample Reports Guide 28 Last modified. March 2016 This guide is confidential and proprietary to J.F. Morgan and Is provided for your general information only. It is subject to change without notice and is not Intended to be legally bkrdtng. All services described in this guide are subject to applicable laws and regulations and service terms. Not all products and services are available in alf locations. Eligibility for particular products and services will be determined by JPMo€gan Chase Dank, NA, or its affiliates. J.P. Morgan makes no representation as to the legal, regulatory or tax implications of the matters referred to in this guide. J.P. Morgan Is a marketing name for the Treasury Services businesses of 7PMorgan Chase Bank. N.A., member FDIC, and is affiliates worldwide. 020161PMorgan Chase 0 Co. All rights reserved. J.R Morgan ACCESS! 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The business resiliency plans of JPMorgan Chase Fc 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. 2016 JPMorgan Chase & Co. All rights reserved. J a F z w 0 z 0 u 0 z a w a a r J V K H 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 resiliency 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 third parties. 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, recovery time objectives, test dates and results 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 Corporate 8 Investment Bank line of business. J.P. Morgan uses an integrated Business Resiliency strategy that addresses both the technology recovery (IT Resiliency) and business continuity planning (Business Resiliency) required to resume operations from a disruption and provide for continuing operations over the course of a business interruption. J.P. Morgan's Firm -wide Business Resiliency Program is designed to comply 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. Additionally, there are approximately 100 guidelines worldwide for resiliency. As there is no universally accepted global resiliency regulation, the Firm views the guidelines as requirements to create Firm - wide standards as opposed to adopting a single regulation or standard as the Firm standard. Our corporate policies and line of business guidelines are documented to account for the various global regulations. The Firm's Corporate Et Investment Bank line of business business resiliency plans are subject to audits by various regulatory agencies, including the U.S. Federal Reserve, the U.S. OCC, the U.K. Prudential Regulatory Authority and the Financial Conduct Authority, Asia - Pacific monetary authorities and others. Recovery strategies and plans are documented to account for both the typical planning scenario and the worst -case scenario, involving loss of life and widespread geographic interruption. The corporate planning standard requires that the recovery strategies are sustainable for 30 days. J.P. Morgan's Global Business Resiliency group is responsible for leading the Firm -wide Business Resiliency Program. This Program includes corporate governance, awareness and training as well as strategic and tactical initiatives to ensure that risks are identified, assessed, and managed through a cycle of risk assessment, planning, testing and reporting. Program governance utilizes a hierarchy of oversight committees to ensure visibility of the Firm's resiliency capabilities and requirements. The Business Resiliency Program and related governance structure is ultimately accountable to the Board of Directors of J.P. Morgan and reports into the Board of Directors through its Audit, Operating and Management Committees. The Firm's Corporate 8 Investment Bank line of business maintains both a dedicated staff responsible for providing Business Resiliency services to all of its sub - business units and a JP.Morgan J a F z w 0 w Z 0 V 0 z a w a s d r J H V K F- N dedicated IT Resiliency team focused on technology resiliency. These professionals provide governance, oversight and compliance functions for business and technology personnel. The combined team is responsible to ensure that corporate, regulatory and country- specific requirements are met. IT recovery strategies and plans (also known as 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. J.P. Morgan data centers support a wide range of technology to provide high availability environments and alternate site recovery capabilities, including disk mirroring, clustering, geographically dispersed systems, and offsite tape backups, depending on the criticality and recovery time objective 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. Plan Development The services J.P. Morgan provides to our clients involve multiple systems and services that, when combined, deliver a best in class product to you. A part of our resiliency process is to analyze that stream of systems and services to ensure they have adequate recovery time objectives and supporting resiliency plans to meet our client and J.P. Morgan needs should any one of those systems or services be interrupted. Our global resiliency effort is comprised of over 1,000 active business resiliency plans, each managed by a J.P. Morgan Business Resiliency Manager. J.P. Morgan's Risk Analysis considers numerous specific threats which include the following: • Economic Risk (e.g. economic developments in one country may negatively impact international transactions) • Natural Disaster Risk (e.g. likelihood of earthquakes, floods, fire, tsunamis, tornadoes and other natural hazards) • Operational Risk (e.g. the influence of societal and structural factors on business activity in a country, and the likelihood of state and non -state actors either facilitating or impeding efficient business operations) • Political Risk (e.g. likelihood of state or non -state political actors negatively affecting business operations in a country through regime instability or direct /indirect interference) • Security Risk (e.g. likelihood of state or non -state actors engaging in actions that harm the financial, physical and human assets of a company, and the extent to which the state is willing and able to protect those assets) • Terrorism Risk (e.g. likelihood that acts of terrorism directly or indirectly affect business operations in a country. Terrorist acts may include bombings, murder, hostage - taking, attacks using chemical, biological or radioactive agents, and use of non - conventional weapons, or threats of attacks) J P.Morgan J a z w 0 Z 0 u 0 Z a w F a a J h V K I- N ■ Travel Risk (e.g. the threat posed to travelers and expatriates by political violence (including terrorism, insurgency, politically motivated unrest and war), social unrest (including sectarian, communal and ethnic violence) as well as violent and petty crime. J.P. Morgan uses a formal Business Impact Analysis (BIA) process and a standard tool to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Manager 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 time objective for processes and supporting infrastructure. The recovery time objective range begins with intraday recovery (either 2 hours or 4 hours) and extends out based on the criticality and time - sensitivity of the process (either 24, 48, 72 or 73+ hours). Our BIA process is conducted and completed annually on the nearly 3,000 business processes managed by J.P. Morgan. Output from the BIA is used to define and develop a preferred recovery strategy consistent with the specified recovery time objective. 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 our Corporate policies and line of business guidelines. All business resiliency plans are required to incorporate and satisfy specific critical elements, including: • Recovery Strategy . Employee Call Tree • Customers /Third Parties • Recovery Time Objective . Damage Assessment • Equipment/ Software • Emergency Notification • Recovery Procedures . Telecommunications • Work -in- process Assessment Risk assessment and 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. Enhancements to J.P. Morgan business resiliency plans are on- going. Specifically, J.P. Morgan continues to increase operational resiliency through greater use of production location diversification. Technology improvements have been implemented within our world -class data centers further improving the resiliency and robustness of our technology environment. J.P.Morpn a z w 0 LL Z 0 u v z a a LL r J u Testing, Training and Education All plans must comply with the Firms' Corporate Testing policy and test cycle. Each resiliency plan is tested annually, at a minimum. Exercises can include: • Notification Testing: Assure the accuracy and completeness of call tree information is maintained through organizational changes. • Walkthrough: Familiarize the business unit or support group staff with the plan and their role in its execution. This validates that the resiliency plan incorporates all critical processes and helps to identify gaps or other weaknesses requiring remediation. • Simulation Testing: Validate and share assumptions, including those related to dependencies, and the ability of support groups, third parties, and other vendors to provide support. A scenario -based exercise, simulation testing is an interactive session where participants are presented with a disruption and must react to one or more impacts and make critical decisions. ■ Full Physical: Validate the ability to recover business units, processes, applications, and infrastructure within the established recovery time objective without dependency on the primary location. Business management is aware of all activity leading up to the execution of the test. Post -test reports are reviewed with business management upon completion of the event. A central log is maintained of significant issues encountered during a test. Each month the list of issues, if any, is updated to reflect the current status, including actions taken, reviewed with business management and escalated as appropriate. Issues that arise during testing are retested within an appropriate timeframe. Resiliency plans supporting critical business processes are reviewed and updated annually or more frequently when there are significant changes in the environment. Plan maintenance sessions are typically comprised of a formal review of all aspects of the applicable resiliency plan and updates are contemporaeneously made, as necessary. Every J.P. Morgan employee is required to complete Business Resiliency training annually. The objective of this training is to provide an overview of the key components of business resiliency and illustrate how each individual employee can support and play a role in Business Resiliency. Core resiliency skills training is also available for Business Resiliency Professionals and Coordinators. In addition, J.P. Morgan has a formal, centrally managed, assessment process to evaluate the adequacy of security, disaster recovery and business continuity controls in place at critical third parties. A critical third party is an external entity, which provides a product or service that has client, revenue, regulatory or reputational impact to J.P. Morgan. Business Resiliency plans are subject to reviews by J.P. Morgan's Global Business Resiliency 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. Additionally, the Corporate ft Investment Bank line of business Quality Planning Program has been designed to assess, challenge and enhance all Corporate ft Investment Bank Business Impact Analysis and Business Resiliency Plans to ensure businesses develop recovery solutions that are specific to their needs taking into consideration the business model, location strategy, operating assumptions and key dependencies. The program stress tests existing J P.Morgan J a r z 0 LL Z O Q a s a strategies and plans by focusing on several key areas that will drive a more comprehensive and granular planning strategy to ensure businesses are well prepared for disruptions affecting operations for the short and long term. The goal of the program is to enhance the quality, drive consistency and ensure sustainability. Event Management, Escalation and Response J.P. Morgan maintains regional crisis management teams and site incident management teams to address emerging risks and respond to actual recovery issues. Within the Corporate and Investment Bank, a crisis management framework manages business units and customers through a potential or actual business interruption event. This patented 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: • 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. Automated notification tools, e-mail, instant messaging, and teleconference bridge lines are used to communicate and coordinate activities across all 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 Global Real Estate 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. Within each line 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 Crisis 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 Real Estate, 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 JP.Morgan J Q H z w 0 0 V 0 Z Q Q a r J V 5 F- 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 and to eliminate single points of failure, as described below. • Data centers have on -site backup processing resources to address local equipment issues. • Data centers and major operations facilities are designed to receive electrical power from dual utility feeds, multiple redundant Uninterruptible Power Supply (UPS) protection, and redundant on -site generators. 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, the voice service is delivered over the data network (Voice Over IP), leveraging the diverse routing of the corporate network. Elsewhere, voice services are sourced from two separate switching stations (or exchanges) and delivered to the building so that an interruption to one of the switching stations (exchange) 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 utilize additional options in the event of a provider outage. 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 our customers. J EMorgan Prepared for CITY OF SANTA ANA FINANCIAL PROPOSAL October 12, 2016 J.P or n DISCLAIMER This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (including such party's subsidiaries, the "Organization ") in order to assist the Organization in evaluating certain products or services that may be provided by JPMorgan Chase Bank, N.A. ( "J.P. Morgan "). This document contains information that is confidential and proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. In preparing this document, J.P. Morgan has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Organization or which was otherwise reviewed by J.P. Morgan. Neither this document nor any of its contents may be used for any other purpose without the prior written consent of J.P. Morgan. J.P. Morgan makes no representations as to the legal, regulatory, tax, or accounting implications of the matters referred to in this document. Notwithstanding anything in this document to the contrary, the statements in this document are not intended to be Legally binding. Any products, services, terms, or other matters described in this document (other than in respect of confidentiality) are subject to the terms of separate legally binding documentation and are subject to change without notice. Neither J.P. Morgan nor any of its directors, officers, employees, or agents shall incur any responsibility or liability whatsoever to the Organization or any other party in respect of the contents of this document or any matters referred to in, or discussed as a result of, this document. J.P. Morgan and Chase are marketing names for certain businesses of JPMorgan Chase Bank, N.A., and its subsidiaries worldwide. JPMorgan Chase Bank is licensed under U.S. Pat. Nos. 5,910,988 and 6,032,137. The financial proposal is valid for 30 days. J.P. Morgan reserves the right to amend this proposal thereafter or upon any requested changes. Any requested changes may result in a new financial proposal. © JPMorgan Chase Bank, N.A. All Rights Reserved. Definitions "Net Charge Volume" means total U.S. dollar charges made on a J.P. Morgan Commercial Card, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association rules. U.S. Net Charge Volume does not include Large Ticket Transaction Volume. "Large Ticket Transaction" means a Transaction that the Associations have determined qualifies as a large ticket transaction. "Large Ticket Transaction Volume" means total Large Ticket Transactions made on a J.P. Morgan Commercial Card, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association rules. "Total Charge Volume" means the sum of Net Charge Volume and Large Ticket Transaction Volume. "Credit Losses" means all amounts due to J.P. Morgan in connection with any card that has been written off as uncollectible, excluding amounts due in respect of Fraudulent Charges. "Fraudulent Charges" are charges made on a J.P. Morgan Commercial Card that did not directly or indirectly benefit Organization or the cardholder and were incurred by someone other than the Organization or the cardholder, where such person does not have actual, implied, or apparent authority to use the card. "Gross Rebate" means the rebate amount prior to reduction by Credit Losses and /or Excess Rewards Redemption Expenses (as defined in the Fees section). JAWorgan W L-- DISCLAIMER "Settlement Terms" means the combination of the number of calendar days in a billing cycle and the number of calendar days following the end of a billing cycle to the date the payment is due. Settlement Terms are expressed as X 8 Y, where X is the number of calendar days in the billing cycle and Y is the number of calendar days following the end of a billing cycle to the date the payment is due. Pricing Assumptions — U.S. Program J.P. Morgan has based the proposed pricing for your requested card program on the following assumptions: JTMorovran Financial Incentives — U.S. Program Annual Volume Incentive J.P. Morgan is pleased to offer a volume Gross Rebate based on annual Total Charge Volume and Settlement Terms for your U.S. One Card program. The Gross Rebate is calculated by multiplying the annual Net Charge Volume by the Rebate Rate (as determined according to the following chart) and is paid annually for the prior contract year's annual Net Charge Volume, as illustrated in the following chart: The following volume incentive is based on the annual charge volume of your spend. • Should the Organization achieve the minimum annual Total Charge Volume required to earn an annual Volume Incentive as stated above, J.P. Morgan will pay the Organization a rebate based on annual Large Ticket Transaction Volume associated with all programs. The rebate will be calculated as 0.50% ( "Large Ticket Rebate Rate ") multiplied by the annual Large Ticket Transaction Volume associated with all programs. • The rebate applied to Charge Volume will be determined by the specific contracted settlement terms of each individual program's Charge Volume. • Settlement options other than 30/25 are not available for individually billed programs. .iTMorcyan Terms and Conditions • The U.S. One Card program will be established on the MasterCard platform. • Should your organization qualify to earn a rebate payment during a contract year, the minimum Gross Rebate payable will be $50. If your organization does not qualify for a rebate (e.g., does not meet the Settlement Terms), your organization will not receive the minimum Gross Rebate of $50. • Credit Losses and any Rewards Redemption Expenses exceeding the redemption pool will be deducted from the Gross Rebate. In cases where Gross Rebate is insufficient to cover these deductions, your organization will be invoiced for the difference. o For example, if the actual Gross Rebate is $45, and the net Credit Loss is $55, then the Gross Rebate will increase to $50, offset by the $55 Credit Loss, so making the net rebate ( -$5). • Fraud Losses will not be deducted from rebate. • To qualify for rebates at the time that the rebate is to be paid, your organization must meet certain criteria described in the Definitive Agreement, which include the following: o meet Settlement Terms, and o not be in default under the contract. • Rebates will be calculated annually in arrears for the previous contract year based on the signing date and paid within 90 days following the end of the contract year via wire transfer to an account designated by your organization. • Settlement of any centrally billed account must be made by automatic debit. Payments not received by J.P. Morgan in accordance with the Settlement Terms shall be subject to a finance charge. • In the event that the association lowers its interchange rates, J.P. Morgan reserves the right to adjust rebates accordingly. • All clients are subject to prior credit approval before a firm commitment will be issued from J.P. Morgan. J YMUT'g'clll UNITED STATES The following are the fees associated with U.S. One Card program: Late payment charge Central bill: 1 % of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter Individual Bill: 1% of full amount past due assessed 28 days after end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through J.P. Morgan. If processed through the Credit Card Network, the Organization shall pay any fees charged by the Credit Card Network. .._---- ....___T Standard card $0.00 Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) Executive card $75 annual fee per card Corporate card rewards $75 annual fee per card. A rewards program annual fee of $75 will be assessed to each Cardholder's travel card account. The annual fee will be divided as follows: $35 dollars will cover J.P. Morgan's administrative costs and the remaining $40 will be put into the Organization's redemption pool. J.P. Morgan may at any time change the amount of the annual fee and /or the allocation of this amount without notice. If the rewards program redemption expenses incurred each calendar year (regardless of when points are earned) exceed the amount of funds available in the redemption pool (the "excess redemption expenses "), the excess redemption expenses will be deducted from any rebate. If the rebate earned is not sufficient to cover the excess redemption expenses, J.P. Morgan will invoice the Organization for the excess redemption expenses. The Organization shall pay such invoice within 14 days of receipt. If the Organization requests services not listed in this table, the Organization agrees to pay the fees associated with such services. J.p fli'm TSYS Statement Sample (Individual Account/ Corp Bill) rr� °s .JPMorgar%Cnase 4i JPMORGAN CtiASE BANK NA PO BOX Isola MAIL SUITE DE1 -1404 WIL"WolON DE 19650 MEMO STATEMENT TR S IS NOT A BILL ACCDUNT NUM ER__. STATEMENT DATE ns 1 a -11 0642 FOR RECONCILIAT10h PURPOSES ONLY - DO NOT SEND PAYMENT, NAME: - ACCOUNTING CODE: 5300330 14040 CYCLE LIMIT: $5.000 STATEMENT PAESSACES fJ�dt -older AppromllC]a�e Rutr!�vi see .4lp�ralflsare .- -- FOR CUSTOMER SERVICE CALL: 1- 800 -316 -6056 FOR LOSTISTOLEN CARDS CALL STATEMENT DATE. 1 -800 -316 -6056 05118111 SEND BILLING INQUIRIES TO: JPMORGAN CHASE BANK NA COMMERCIAL CARD SOLUTIONS P.O. BOX 2015 MAIL SUITE IL1 -6225 ELCI N. IL 60121 DISPUTE AMOUNT .Do i CARDHOLDER ACTIVITY. - - - Purchasing Activity Post Tan Date Date Reference Nlanoer Tranisaction Description ^ma t 04 25 04 -24 25140611115000027170268 SPECIALTY'S CAFE S OAK SAN FRANCISCO CA 92.82 65 -c I -30 2518 61 11210DM773rd3ea SPECIALTY'S CAFE & OAK SAN FRANCISCO CA 28,28 05-16 05-15 251406111360000278565D8 SPECIALTY'S CAFE 6 DAK SAN FRANCISCO CA 89.46 TOW Ptnsirasirg A rfvFty 210.56 FOR CUSTOMER SERVICE CALL: 1- 800 -316 -6056 FOR LOSTISTOLEN CARDS CALL STATEMENT DATE. 1 -800 -316 -6056 05118111 SEND BILLING INQUIRIES TO: JPMORGAN CHASE BANK NA COMMERCIAL CARD SOLUTIONS P.O. BOX 2015 MAIL SUITE IL1 -6225 ELCI N. IL 60121 DISPUTE AMOUNT .Do i TSYS Statement Sample (Individual Bill / Combined Corp) JPMOrganChase 0 JPMORGAN CHASE BANK NA PO BOX 15918 MAIL SUITE 0E7 -14041 WILMINGTON DE 19850 n...a T. JPNORG HANK NA OX 94016 P,O_ PALATINE, 94016 , IL 60094 -4016 ce.,o..t.t w.n...u..w "' Attention "' Your amount Is in dispute for minimum payment calculation. ACCOUNT NUMBER CLOSING DATE 11 -24 -11 CURRENT BALANCE $8.112,294 -64 MO $666.43. This amount has not been Included In the finance charge or COMBINED CORPORATE ACCOUNT NUMBER COMBINED C RPORATE GROUPING NUMBER 03596 CLOSING DATE 11 -24-11 CREDIT LIMIT 24,500,000 AVAILABLE CREDIT 16.387,705 CALL 1- 800-318 -6056 10 INQUIRIES TO,. JPMORGAN CHASE BANK NA COMMERCIAL CARD SOLUTIONS P.O. BOK 4016 MAIL SUITE ILI 4EM ELGIN, IL 60121 IP or (yell TSYS Statement Sample (Individual Bill / Individual Account) Y. s J#�'N{organCMase �j fPMORGAN CHASE SANK NA PO BOX 15910 MAIL SUITE DE1 -1404 WILMINGTON DL 19B50 Ill1i1gL�11. I.. Hlry�. d144e 'hnl.l.11l.l...11llfq.prl.i� JPMORGAN CHASE BANK NA PO BOX 4473 CAROL STREAM IL 60197 -4473 ACCOUNT NUMBER AMOUNT OUE CURRENT BALANCE. AMOUNT ENCLOSED 5 Pnn..M/ra. i.f.'b MME l C`w..� Miami r 11 1 • 1 • < . r• u• -• . IIl1 • I .�I�.�IIiIII� cin •� r,. '•M0012@YC �k ft TEW.:bk.G/Iifl J THE.F@w.awAF.OM /•SY'LNGr t]R6 /fa= ACCxxj NTING coca: 91• STATEMENT MESSAGES .�I.Y. V -'R. yS �IINS Slat! ^Sri IS S. f��1N114. (ai!.Y1(f.1.. Pili}! fpii.YC[ W +. ", .I, tllpi,, W.ISF Y.!( Qi. >41inM I•Ybl it Daft Daft "oft a ftwmb r TtaelY San DR'•�Cfio -M!ig -7k-t .I cce P.O.S.: FOR CUSTOMER SERVICE CALL: 1 -888- 297 -0781 .1V 0- .+....n -, SALES -AX: ZC,"j FOR LOSTFSTOLEN CARDS CALL: 3TaTZ EMT Oate PA4'M[Yl uur It 1- 888 - 297 -0782 11122f 1I I 12f 21f11 SEND BILLING INQUIRIES TO: JPMOIRGAN CHASE BANK NA COMMERCIAL CARD SOLUTIONS P.O. BOX 2015 MAIL SUITE IL1 -6225 ELGIN. IL 60"21 PA T CUE :. TSYS Statement Sample (Corp Bill / Corp account) a 5 °a S JPMorganChase Cj JPMORGAN CHASE BANK NA PO BOX 15918 MAIL SUITE DE1 -1404 WILMINGTON DE 19850 111111111 "' 111'11'111111'11111111 "11111.11" 111'11111'll'11111' A.. TP JPMORGAN CHASE BANK MA PO BOX 4473 CAROL STREAM IL 60197 -4473 ACCOUNT NUMBER AMOUNT DUE $199,01723 CURRENT BALANCE $198.01723 nlpllhnal, p., 1„ rldPl '1'111111hP'P11IPv'I'r'rIRI ON 012419801723198017239 pg. ... � .e .4 V.. .'e Your account is pact duo SS8,550.78. Please rornit the total amount duo. CORPORATE ACCOUNT NUMBER ACCOUNTING CODE: AGENCY NAME: CLOSING DATE 11 -15-11 CREDIT LIMIT 325,000 AVAILABLE CREDIT 126,983 FOR CUSTOMER SERVICE CALL: 1- 888 - 297 -0781 SEND BILUNO INQUIRIES TO: JPMOROAN CHASE BANK NA P.O. BOX 2MS MAIL SUITE ILI 6225 ELGIN, IL 8(H71 AMOUNT ENCLOSED $ INVOICE NUMBER 1115110OXXXXX) )DC0124 AGENCY /ORG ID: J.P. Morgan's Response to Clarification Questions for the City of Santa Ana RFP No. 16 -111 Banking Services 1. In terms of Internal Audit Controls, do you have Audit and Event Log reports available on your system? If, so please provide a copy of a report sample and include in demonstration. J.P. Morgan ACCESS does provide an Audit and Event Log under the Tools menu available from any screen within the system. Our Audit and Control Logs allow you to perform searches based on individual or a group of users by a specific date range with a variety of filters including product type (Checks, Reports, Payments, etc.), detail type (Imported File, Report Type, etc.), and event /activity type (File Format, Report Name, etc.). Results can be viewed online or downloaded PDF, Excel and CSV format This process will be reviewed during the demonstration; we have also attached a screenshot in the appendix of this document for your reference. 2. Describe how your system safeguards against an individual user, including an administrator, from being able to initiate and release an electronic payment. J.P. Morgan ACCESS automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. For those functions that demand an extra level of security, ACCESS provides two - factor authentication via RSA SecurlD® token technology. The City can setup ACCESS with strict controls over user access to functions and accounts. This also helps to enforce compliance with internal audit requirements while enhancing security. Some of the available fraud prevention options include: • Enabling IP filtering to restrict access by limiting authorized users' ability to log on from only IP addresses you designate. • Customizing the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, including separate approval rules for repetitive templates and free form wires, as well as the order in which that review must occur. • Separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. • Limiting each ACCESS user to a single, designated computer. • Establishing transaction and daily aggregate limits at the account and user level. • Creating templates with payment details to prevent wires from being initiated and executed without prior approval of the recipient bank account numbers and template details. We will address the process of entitling users for electronic payments during the demonstration. 3. Describe the process on the processing of Tax payments (EDI and Federal Withholdings) via your banking system and please demonstrate. J.P. Morgan supports the ability to originate a full range of U.S. ACH transactions and related remittance data including the TXP- formatted CCD +transaction for tax payments. J.P. Morgan also offers repetitive and free -form funds transfer (wire) payments that may be used to create federal and state tax payment transactions. In addition, J.P. Morgan provides payment initiation services through ACCESS Online, our browser -based application. ACCESS Online contains ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions. We will address the process of sending Tax payments during the demonstration. 4. Describe the check conversion process for ACH transactions. Specifically, how are the transactions reflected on the daily and monthly statement(s) along with the paid check file? Please explain how the reconciliation would be affected if applicable. The conversion of online paid checks to electronic ACH transactions is part of our eLockbox product which the City currently uses today. ACH eLockbox is an electronic payments collection product for bill payments generated by online banking and other online bill payment services. Payments may be made by consumers, corporations and government entities to the City (the Biller). Bill payments are consolidated and credited as a single deposit to the City's account, with the payment data provided in a transmission that can be integrated into the City's ERP or accounts receivable system. ACH eLockbox can accept incoming CIE, CCD, CCD +, CTX, WEB, TEL, PPD and PPD +transactions. Note that ACH debit entries may also be accepted by an eLockbox setup, resulting in an aggregate debit posting to your J.P. Morgan account. We will review online reporting and reconciliation during the demonstration as requested by the City. S. Describe how a Smart Safe works? Is there a minimum or maximum on deposits in order to establish service? Do they accept coin? Are credits received on same day? What is the cut off for same day credit? How often are deposits picked up? The City may consider using Smart Safe with Advanced Credit for depositing currency into "remote cash safes." J.P. Morgan's Smart Safe with Advanced Credit provides clients with daily credit on cash that is deposited into a leased Smart Safe from Brinks, Garda or Loomis. Additionally, advanced credit may allow the City to reduce the armored services schedule with your vendor to reduce costs. Smart Safe with Advanced Credit is designed to help improve daily cash flows, incorporate U.S. dollar validation, counterfeit detection, secured storage and detailed reporting. These and other efficiencies will allow the City to eliminate time - consuming deposit preparation of cash, freeing staff to spend more time on value- added, customer focused tasks. There is no minimum required for Smart Safe, however too little cash collected at one location may not make sense for Smart Safe. Typically, cash deposit volume greater than $500 per location, per day is recommended. J.P. Morgan recommends the City meets with its armored courier vendor to understand which Smart Safe solution is right for your operations. Availability of specific cassette sizes and safe models vary depending on the vendor, but our contacts have indicated that the largest cassettes available can hold up to 2200 -2250 bills and the largest models can hold two cassettes, so potentially up to 4400 -4500 bills in one safe. Your armored courier vendor will review with you the equipment options, placement, capacity and related pricing to help determine the optimal solution. J.P. Morgan charges the following for this service: SERVICE DESCRIPTION AFP SERVICE CODE UNIT PRICE Smart Safe Monthly Maintenance 100199 $30.00 Smart Safe Advance Credit 100199 How it Works • Place cash in the Smart Safe secure bill validator throughout the day. At the end of the day, the balance is validated and transmitted electronically from the Smart Safes to the City's armored vendor. • The armored vendor will electronically transmit the value of cash deposited through the bill validators for all of the City's locations. • J.P. Morgan will credit your account for the amount transmitted by the vendor, which the City can view the following morning via ACCESS Online or by BAI reporting file. Armored car pick -ups are typically scheduled once a week at a minimum to empty the SmartSafe. Note: While checks and coin may be placed in the machine's secured compartment; however, neither check nor coin deposits will be included in the advanced credit amount. 6. Please describe any additional services the City may benefit from, in order to maximize efficiency related to its banking relationship We have included in our proposal additional Value -Add services that may be of benefit to the City. The products included are: • Direct Transmission— While the City maintains direct transmission to the bank today for your daily ICL files, you may see increased efficiencies by adding additional direct file feeds from your ERP system for ACH (Payroll, Vendor Payments), Positive Pay, and daily BAI files. • Check Print — The cost of producing manual checks is rising, industry wide we are seeing an average cost of $3 per check. By outsourcing your check printing, the City may reduce the overall costs associated with your check payment process while gaining efficiencies by having a single payments file sent to the bank. Additionally, this service may be considered under the City's business continuity plan as the service would rely on JPMorgan's tested and proven disaster recovery capabilities. For all check payments sent to J.P. Morgan through Check Print, the bank manages the Positive Pay files for those items reducing additional steps for the City. • Corporate Quick Pay - Corporate Quick Pay (CQP) is an innovative payment solution built for mobile and online interactions and designed to reduce the costs associated with processing paper checks for small payments, while accelerating the availability of these funds to the City's consumers. Accepted payments are processed as quickly as the next business day. CC P is designed for non - recurring payments to your constituents that could be used for refund /reimbursement payments and could be expanded for other payment types as well. Lockbox— While we have discussed Lockbox with the City in the past, we have included this service as a value -add in the event that City's business processes and needs change in the future. Currently, the City has an efficient process for managing its receivables streams and sends the daily ICL files to the bank for deposit. We are prepared to revisit the cost benefit analysis of your current process compared to outsourcing in the future should the City decide to consider alternatives. We will dedicate a little time during our meeting reviewing these value -add services at a high level and look forward to working with the City to schedule more detailed follow -up discussions as needed. As requested, items to be addressed through demo: a. Money transfer services, Accounts Payable ACH, and Wire disbursements initiation process b. Reconciliation reports c. Checks overview APPENDIX Event and Audit Log Screenshots vu. ow.wl.w.y NmpAUM Orwm, ACCBSblyil MLW Plglu A11.1I C..,, 9An60 OP inglw w CYPMLNW CPrronl Avu ONCCY <MN -- - -Ltdu — tD, ] Oryf ❑1 lua,ury 1 P."w ❑ 1 caNabns 11 Ac<.n%Pry i� 1 InwNmenb r I �wMbSge.bY.li µt Mbgp J6y1.16N 16wx EDi p"pij l ,J T P ..a«N_;, ,-.:: r :J• C® d ❑ O.N Mq TIme . Mwa . omnwNn o CruoPY '0." . SYen p 27tf 1612.XMnn B.1'i'IM SlgijahN pw -Wbfi •:i C&Jtl i�AbZWn CN QV! CTCbN6 ^ [j 21.Q:.1612?3yln imo-meu DSmaneN M.nwl i:_'. Mem WY 'Can CH.e CmNKK v,a11mVIR.aYlfemUl .wA:�. .... �SYJbbP'Cw.{4 v �I G !1- OW Aq CvH A<V U. Ctlepwy TM ENPIIAfONy 1WIQQ,E01.12M1 fJiYIK SAXi.L YY PW MIL VW Sfi[tn LWW �.. 11Y lwl 0711tl CRr Ci WOAAH{ PPSYPtnz rsygq. Xa'im tpntp�t .. i' s$2kQ0k 6T:t5 AN dtt Cf fiAYiA AlU Rmx MC pryTSras Kcns PM'RYN Ctlt&Y IF#St�J64JW PM C .11'(s SWTAAIU MINEMPMAYLnA Reoa`:sp R+:n gttat ylpp de3 t! p.. M!iMXoTwAN UtY!#YANIA NU UN A'FhU R p Rin PMy1 (.dluh) 'iP]SpDid8J 0t AM dh CGY YNIERVA WVC�+A itryetp Run R4MN INtGMirvU ! ".. hYA TA4U Clfl'CPS AMA tkM P.w� (y ¢y (pq f�.,qt hgy pyhryl . 07N:W rmuNne OJ.{N FSI dWOF tOAAN{ Raze MSx Rp.Kabq Ru+RSp'rt iNe aual APgHip5807 M1 RAM RBWI IpP y! _. 9J02 AM al 6MQFS TAAWa 'COr QF R. Mat Has A;<pyp Wmeppg MYYN]0ti0J0i.Ua WAA FM i}ir CR $41JA YN Fqs iYee: CM i. H- t¢a&CuKbCMffia p0iR0rP 03 p1 MA A. gwePgre: 4naataxFpe tU'4Y1.X11i Q] ©I NA dir Cf 9AMAANA OWOF6 Row Me: Pxa^N2S Atwia ptp^eN Cmb r FllK JY Morgan Kerwin Deese Vice President & Relationship Manager Government Banking November 18, 2016 City of Santa Ana Evaluation Committee - Banking Services RFP #16 -111 Attn: Will Holt, Treasury & Customer Services Manager 20 Civic Center Plaza Santa Ana, CA 92701 RE: Potential Price Reductions to J.P. Morgan's Pricing Proposal Dear Mr. Holt: Pursuant to our conversation regarding J.P. Morgan's Proposal in Response to the City's Banking Services RFP #16 -111, we would like to answer questions surrounding our ECR and highlight several opportunities for the City to reduce the Combined Extended Unit Price Total of $77,277.36 found on Attachment 6B on J.P. Morgan's Cost/Bid Proposal Form. We provide details on each of these items below and have attached a proforma to illustrate these potential savings. We would also like to reiterate that we have not passed along any pricing increases to the City over the past 6 years and we provided additional pricing reductions to 13 line items in our current proposal to ensure we remain as competitive as possible. This is during a time when the financial industry has faced increased regulatory and capital costs and the firm has increased its investments in technology and innovation including cybersecurity and fraud prevention. We believe these efforts, along with the potential savings outlined below, reinforces our commitment to the City and the importance of the City's relationship to J.P. Morgan. Opportunities for Additional Price Reductions: 1) Service Fee Credit: a. As outlined in our Letter of Transmittal and in Section V. Cost of Providing Services (Fees) — A. on pg. 108 of our proposal, J.P. Morgan is pleased to offer the City a service fee credit of up to $10,000 to be applied to analysis for use over the initial (3) year contract period. This waiver is valid to offset traditional Treasury Service fees that are incurred by the City and billed to analysis (not including merchant services fees). Assuming the credit is used evenly over the initial 3yr contract period, this will reduce fees by $3333.33/yr. 2) Fed -Ready Bulk Coin /Strap Deposits: a. In reviewing the City's bulk coin deposit activity, we noticed that 99% of those deposits were processed as Partial /Mixed Bags which incurs a higher fee due to the manual, non - standard nature of handling those deposits. We tend to see a 60% standard /40% non - standard split in bulk coin and strap deposit volumes. We believe this is an opportunity for the City to further reduce its fees and we will work with the City to refine its current process (please see Figure 4 on pg. 39 of our proposal for Fed -ready denomination amounts). We have assumed the City can achieve a 60/40 standard /non- standard split in these deposit volumes in the 3 Park Plaza, Suite 900, Irvine. CA 9214 T T_ 949 333 1001 F 949 264 1093 C: '10 734 9395 kervin.adeese(oZlomoruan.com JPP.lorgan Chase Bank M a. J.P.Morgan Kerwin Deese Vice President & Relationship Manager Government Banking attached proforma. This should further reduce the City's pricing by approximately $6070.28/yr. 3) Optimizing Compensating Balances: a. The City has indicated its desire to reduce excess balances held at the bank. By optimizing the City's compensating balances, the City will realize additional savings via a reduced Premium Assessment Fee (PAF). The PAF line item found on Attachment 6B of the Cost/Bid Proposal Form ($27,176.50) was calculated on the average 12mo. Collected Balance of $21,195,352.50 provided by the City. By calculating the City's optimal compensating balance (see Section V. Cost of Providing Services (Fees) — B1. on pg. 109 of our proposal), the City would need to keep approximately $8,157,287.23 after accounting for the service fee credit and reduction in bulk coin /strap pricing as outlined above. This would result in a PAF reduction of approximately $16,572.03/yr. Total Potential Savings: $25,975.64/yr.* * Please see the summary below and the attached proforma. Please note that volumes and balances are estimated and actual volumes and balances may be different, which will result in different charges and resulting savings. Additionally, we found two line items (Online Account Maintenance & Electronic Book Debit SIT) that had incorrect totals on our original Cost/Bid Proposal Form submitted in our proposal. We have corrected these line items in the attached revised Cost/Bid Proposal Form, which results in an additional $2358.00 reduction in annual fees not included in this total of potential savings. Price Reduction Summary: Combined Extended Unit Price Total $ 77,277.36 Incorrect Line Item Totals $ < 2,358.00> Revised Combined Extended Unite Price Total $ 74,919.36 Premium Assessment Fee 4 $ <27,176.50> Service Fee Credit $ <3,333.33> Fed -Ready Bulk Coin /Strap Deposits $ <6,070.28> Revised Annual Banking Services Fees net of PAF $ 38, 339.25 Revised Premium Assessment Fee $ 10,604.47 Revised Combined Extended Unit Price Totalo $ 48,943.72 ' Attachment. 6B —J.P. Morgan's Cost/Bid Proposal Form 3 Incorrect line item totals of Online Account Maintenance & Electronic Book Debit Srr 5, Revised Total from Revised Cost/Bid Proposal Form Attachment 6A &B ° Remove PAF based on bid sheet balances of $21,195,352.50 $10,000.00 Service fee credit applied to analysis evenly over Syr contract term 8. Assumes an industry standard of 60% Standard Coin Bags /Currency Straps and 40% Partial /Mixed Bags /Straps 7� Revised PAF is calculated on the City's estimated compensating balance requirement to offset service fees of $8,157,287.23. Required compensating balances and PAF will vary depending on actual service volumes and changes in balance levels. s. Please see attached proforma based off of volumes included on Attachment 6A & B of the City's Banking Services RFP. These volumes and balances are estimated and actual volumes and balances may be different, which will result in different charges. 3 Park Plaza. Sj,a 800. Irvine. CA 92511 T [ T' 919 833 5061 1 F. 949 254 1093 C_ 310 7309355 kerwin.o.deesemiomoraan.com J PPdorgan Chase Bank \1 A. J.P. Morgan Kerwin Deese Vice President & Relationship Manager Government Banking Earnings Credit Rate As described in Section V. Cost of Providing Services (Fees) — B. on pgs. 108 -110 of our proposal, we are pleased to offer the City an enhanced managed earnings credit rate to float with an ECR floor of 0.60 %, for a current ECR of 0.60% to offset traditional Treasury Services fees on the City's primary depository accounts. This rate is significantly above our current standard (0.25 %) and premium (0.35 %) managed rates (see Pg. 110) and reflects the value we place on the City's relationship. The ECR floor of 0.60% only applies to the City's primary depository accounts and will remain in place for the initial three -year period of the contract (January 1, 2020). The ECRs we offer are bank managed rates which are reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment and our demand for funds. As market rates increase and once our premium managed rates move above the City's floor rate, the City can then expect to see an increase in its ECR along with the premium managed rate at that time. Additionally, the FDIC has increased its surcharge on large institutions (Assets > $10B) by 4.5bps, which we have elected not to pass on to our clients. We are absorbing this increase and as such there will be no increase to our Premium Assessment Fee related to this surcharge. Should the City have any additional questions regarding this matter or the mechanics of our ECR, etc., we will be happy to schedule a call with our Liquidity Solutions partner to discuss these items further. In addition to the proforma described above, we have also included a revised Comprehensive Fee Schedule to incorporate the City's request for Smart Safe pricing which was not included in the RFP. We hope this information will provide the evaluation committee with additional clarity around our pricing proposal and highlight the potential for the City to achieve significant savings by maintaining its banking services contract with J.P. Morgan. We believe that J.P. Morgan will continue to provide the City of Santa Ana with the best overall value and we look forward to our continued relationship. Should you have any questions about pricing or other information contained herein, please do not hesitate to contact me directly. Respe tfully, erwin P. Deese Vice President & Relationship Manager Government Banking JP Morgan Chase Bank, N.A. Encl: Proforma, Revised Cost/Bid Proposal Form Attachment 6A/68, Revised Comprehensive Fee Schedule Cc: Eva Goods, Buyer 3 Park Plaza_ Swte 900. Irvine, CA.92> 14 T_ T- 949 833 4061 F_ 949 264 1093 1 C. 310.73 »_9393 kerwln.o.deesea, ymoroan.com J ?Morgan Chase Bank N A- ATTACHMENT 6A RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) PRODUCT LINE AND DESCRIPTION AFP SERVIC E CODE VOLUM _ E UNIT PRICE I$)' EXTENDED UNIT.PRICE 1FI PRODUCT LINE AND DESCRIPTION APP BERVIC E CODE VOLUME UNIT PRICE I$) EXTENDED UNIT PRICE:: ($) ACCOUNT SERVICES BANKING CENTER SERVICES ACCOUNT MAINTENANCE 010000 52 .$9,5000$ 18200 BRANCH CREDITS POST ED 100000 410 351.50 CASH CONCENTRATION MAINTMASTER 2 ' $2.0000 $ 24.00 BRANCH ORDERCURRENCY STRAP 10004A 166 :- $0: 2500 $ 41.CASH CONCENTRATION MAINT SUB 2 ? "OOn0 $ 2400 BRANCH ORDER PROCESSED 100040 43 : 2;0000 $ DEBIT- POSTED ELECTRONIC ,692 ';$0.1500 $ 553,80 BRANCH DEPOSIT ADJUSTMENT 1DO50D 1 CREDIT POSTED- ELECTRONIC W1211.�w ,943 _ ❑.1500 $ 89145 DEPOSITORY SERVICES STATEMENT CYCLES 4 .::.2;5000 $ 6000 STATEMENT CYCLES- ENHANCED 4 <$$"o0 $ 9000 CREDITS POSTED 010101 1,980 '.'$0.4309 $ 932.38 ACCOUNT STATEMENT -PAPER $10. ©000 $ 4000 ICL DEPOSIT STANDARD 0 399 $03000 $ 119.70 POST NO CHECKS MAINTENANCE 6 $3:00 0 5 48,00 ICL DEPOSIT EARLY 00 1,148 $ 0;30091 5 34440 VAULT SERVICES CHECK DEPOSITED -ON US 20 3,070 ':.010840 $ 122.00 CHECK DEPOSITED�TRANSIT 24 18,480 '$0:0500 $ I,10B.BO VAULT DEPOSIT 100100 1,982 `$0,4500 $ 109019 RETURN ITEM 00 445 r' 4;0000 $ 118000 VAULT DEPOSIT ROLLED COIN 100110 6 0.2000 $ 1,20 RETURN DETAIL REPORTING 11 445 !'$0,3000 $ 133.50 VAULT DEP PARTIAL OR MIXED BAG 100111 4,036 '.. $3:000➢ $ 12,114.00 RETURN - EMAIL NOTIFICATION 19 IOD 535 :1$10000 $ 535.00 VAULT DEPOSIT STD COIN BAG 100113 19 $1:0000 $ 1900 , IMAGE GROUP ONE 99 69,562 j $0,0300. $ 2,096.86 VAULT DEP NON STD STRAP - NOTE 100114 110,853 $0..1100 $ 1,708.53 ON -US STANDARD 99 2,112 ;.;$0,0800 $ 63.36 VAULT DEPOSIT STD STRAP - NOTE 100115 98,100 0:00405 392,40 IRD PERIOD ONE 99 2 `$05000$ 100 VAULT O RDER CURRENCY STD STRAP 10014A 204 $0.2500 $ 51,00 FILE TRANSMISSIO N REC: VPN 99 1,547 Sa6351 $ 1,90D.00 VAULT STAN CARD O RIDERS 100141 37 $10000 $ 74.00 IMAGE GROUP TWO 99 25,422 $0,0300 5 762.66 VAULT ORDER - COIN ROLL BOX 100146 1,800 S0P080$ 144.00 IMAGE GROUP TWO - TIER 2 99 11,172 ;: MG08005 335.16 VAULT ORDER CURR NON STD STRAP tOD148 1,830 - 0.0250 $ 4575 ON US PREMIUM 99 21,209 - -00400 5 84836 VAULT DEPOSIT ADJUSTMENT 100501 94 5.00005 470,00 IMAGE GROUP ONE - PERIOD TWO 1999999 40,792 5p 0300$ 1,22376 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 B ':..:$5,0000 $ 40,00 IMAGE QUALITY SUSPECT ITEMS 999999 163 :50:2300 $ 40.75 VAULT ORDER SUPPLIES 1008ZZ2 's {houpfi NON- CONFORMING IMAGE ITEMS 998999199 $U0001 S 398.00 DISBURSEMENT SERVICES RECONCILIATION SERVICES CHECK/ DEBIT POSTED 010100 18,878 $0.0300 $ 566.34 1 POSITIVE PAY MAINTENANCE 1500301 24 $000061 $ STOP PAYMENT - ELECTRONIC 150410 125 $G40001 $ 250.00 EXCEPTION ITEM 150300 36 h,$2;0000': $ 7200 CHECK CASHING NON -ACCT HOLDER 150501 105 - ;$0.0005 CHECK EXCEPTION RETURN 150320 6:`-5 -0004$ 30.00 STOP PAYMENT AUTOMATIC RENEWAL 150510 249 .$2;0000 $ 498.00 IMAGE CAPTURE PER ITEM 151351 21,8115:50:0500' $ 1,093,85 PINS EXCEPTION NOTIF -ACCT 150721 24.::40;11000 $ CD ROM 151363 12.$1Ut1 m 120.00 DELUXE 3RD PARTY PRINT SVCS 15D810 115- Gimogh - CD ROM MAINTENANCE 151353 12'- $0.0000$ IMAGE STORAGE PER ITEM 151300 21,811 - OA1Dp $ 437.54 FULL RECONCILEMENT -MAINT 200010 24 a$20:000D $ 480.00 PWS CHECK INQUIRY MAINTENANCE 151710 24 $000005 FULL RECONCILEMENT - PER ITEM 200110 18078 500300'$ 566.34 DATA DOWNLOAD 200201 366.$bIDQW 5 DATA ENTRY - MANUAL 200210 272: 2,0009 $ 54.00 PWS RECON REPORT /STMT MAINT 200306 24 SD:000D 5 OUTPUT FILE 200301 262'. $000 .10 $ 6A EXTENDED DNST PRTCE SIIBLUEAL 1 $ 19,815.11 6A 5 15.532.66 ATTACHMENT 66 RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) ELOCKBOX MAINTENANCE 1 50030 1 121 $25,00001 $ 300.00 1 ELECTRONIC FED DEBIT SR 1 350104 173 36.5000 S 1124-50 ELOCKBOX TRANSACTION RECEIVED 50300 36,006. $a 0400 $ 1,44024 ELECTRON ICBOOK DEBIT SR 350124 20 $2.0000 $ 40.00 ELOCKBOX TRANSACTION REFORMAT 050311 36,006 $0.0200 $ 720.12 FED CREOIT 5/T 350300 1941 $7;0000.5 1,358.00 TRANS REVIEW MAINTENANCE 250000 2.0000 5 2fi4.00 BOOK CREDIT 350320 41 88515 $ 12.00 ACH MAINTENANCE 1 2600001 121 510,00001 120.00 IFW SURCHARGE $10 MILLION +DIC 350531 B $0.14001 $ 112 ACH MAINTENANCE 1 2500001 59:' 10,0000 $ 590.00 REPETITIVE INSTRUCTION STOR 1 350551 1 52'- $0: ➢000 $ Ut611 tlWGK MHINI t: NUG Lb1U5U LU 53.0000 5 J0.00 ACH ADA AUTHORRED ID 251051 1 2456. a2000 $ 49.00 NOTIFICATION OF CHANGE 1 251070 1 39!:$40000 $ 156.00 ELOCKBOX FILE PROCESSING 259925 250'..Ss 0000 $ 1,500.00 6B EXTENDED UNIT PRI--------- ,.6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 32,646.62 COMPUTE COMBINED EXTENDED UNIT PRICE TOTAL 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,015.11 6A EXTENDED UNIT PRICE SUBTOTAL 2 $ 15,531.60 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6,924.95 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ cwont' COMBINED EXTENDED UNIT PRICE TOTAL $ 74,919.36 I.P. MORGAN SERVICE FEE CREDIT $ j INCLUSIVE OF CREDIT TO BE APPLIED TO ANALYSIS —$ 71,506.03 13 88515 NOTIF OF CHANGE - ONLINE 250400 ;ESSMENT FEE 000230 254,344,230 - P©Ints $ 2],ll650 Ut611 tlWGK MHINI t: NUG Lb1U5U LU 53.0000 5 J0.00 ACH ADA AUTHORRED ID 251051 1 2456. a2000 $ 49.00 NOTIFICATION OF CHANGE 1 251070 1 39!:$40000 $ 156.00 ELOCKBOX FILE PROCESSING 259925 250'..Ss 0000 $ 1,500.00 6B EXTENDED UNIT PRI--------- ,.6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 32,646.62 COMPUTE COMBINED EXTENDED UNIT PRICE TOTAL 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,015.11 6A EXTENDED UNIT PRICE SUBTOTAL 2 $ 15,531.60 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6,924.95 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 32,646.62 COMBINED EXTENDED UNIT PRICE TOTAL $ 74,919.36 I.P. MORGAN SERVICE FEE CREDIT $ 13,333.331 INCLUSIVE OF CREDIT TO BE APPLIED TO ANALYSIS —$ 71,506.03 EXHIBIT F Account and Service Terms � V1.4_02_24_15 INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terms ") contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer. References to "the Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the "Customer" shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services, including any entity that is bound by a Subsidiary Election Agreement (not applicable in all jurisdictions), as may be amended from time to time. All accounts subject to the Account Terms are, regardless of their location, referred to as "Accounts ". The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein. References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to "Service Terms' shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account - related documentation, including signature cards and application forms (the "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 in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely upon any document that identifies a person authorized to act on behalf of the Customer ( "Authorized Person') with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for each Authorized Person in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank, and, subject to any written limitation provided by the Customer and 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 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, draffs, bills of exchange, notes and other financial instruments ( "Items "); receive materials related to security procedures; and give instructions ( "Instructions'), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (1) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; or (iv) any other transaction of the Customer with the Bank. 1.3 Facsimile Signatures. 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 computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an "Access Request ", and the third party designated in such form will be referred to as a "Third Party "). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, Including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party's completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation. 2. Instructions; Security Procedures 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the 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 the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective PN: 1298505 DOC ID: 1 Page 1 of 39 I Mil III as that of the Customer, whether or not authorized. An authenticated SWIFT or host -to -host (secure communications channel for data transfer) message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call -back to an Authorized Person, The Customer agrees that this security procedure is commercially reasonable for such Instructions. Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a 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. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only, and are received subject to final payment. 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 or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available In accordance with the Bank's availability policy and applicable law. 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 (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by 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. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including 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 when 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 No Inquiry. 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 the signer's or Authorized Person's obligations. 4.3 Limitations. 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 allow any third party to issue Items against or otherwise use the Accounts 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 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any 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 direct result of the Bank's gross negligence or willful misconduct. PN: 1298505 DOC ID: 1 Page 2 of 39 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut -off hours on such days. Communications requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. 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 Acting on Instructions. 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 that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary's bank or intermediary bank identified by name. 5.4 Foreign Exchange. If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency (the "Non - Account Currency ") other than the currency of the Account (the "Account Currency "), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non - Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non - Account Currency. If the Bank accepts a funds transfer Instruction for payment to the Account in a Non - Account Currency, the Bank is authorized to purchase the Non - Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the Non - Account Currency. The purchase price for the foregoing transactions shall be at a rate and spread as the Bank determines in its discretion and may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. Foreign Exchange Cancellations, Reversals and Buybacks. Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non - Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredtt the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. 6. Interest; Fees; Taxes. 6.1 Interest. The Bank may pay interest on balances in interest - bearing Accounts at rates determined by the Bank, subject to any withholding or deduction for tax as required by applicable law, and is authorized to perform any other function (including blocking or suspending the Accounts) as required by applicable law or practice of any relevant tax authority or in accordance with the Bank's usual business practice. The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). To the extent market interest rates are negative, the rate applied by the Bank to interest - bearing Accounts may be negative, in which case the Customer may be required to make a negative rate payment, which the Bank shall also be entitled to collect by debiting the Account. 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance - deficiency, and service fees and other charges (collectively "Fees "). The Bank may debit any Account for Fees and /or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes" shall mean any taxes (including value added taxes, sales taxes and similar 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 Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank shall be in full, without set -off or counterclaim, and free of any withholding or deduction (collectively, a "Deduction ") related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (1) ensure that the Deduction is made; PN: 1298505 DOC ID: 1 Page 3 of 39 M11 I I R, I (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes, In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. Account Statements. 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 that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of 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 (Le. Item number, amount and date of payment) is a sufficient substitute for the actual Item. 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause 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 a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and /or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. Unless otherwise 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 Order of Payment. 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 the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Set Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Agents; Information. 10.1 Confidential Information. The Bank agrees to take customary and reasonable measures to maintain the confidentiality of Customer confidential information. The Customer authorizes the Bank and its affiliates to disclose Account opening documentation, information with respect to any Account or Service, any banking transaction, and the Customer itself, including Customer confidential information, in order to provide the services under the Account Terms, Account Documentation and Service Terms, for compliance with legal and regulatory requirements, and for the Bank's operational purposes, risk management and compliance with internal policies:. (1) to unaffiliated third parties, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties, and to agents of the Bank, (ii) to a proposed assignee of the rights of the Bank; (iii) to branches and affiliates of the Bank; (iv) to the auditors, legal advisers and consultants of the Bank, its branches and affiliates; (v) to the auditors of the Customer; (vi) to the Bank's or its affiliates' or the PN: 1298505 DOC ID: 1 Page 4 of 39 19,15191 I! Customer's examiners or other regulators, including tax authorities, law enforcement agencies, courts of competent jurisdiction or other official bodies, anywhere in the world, and (vii) pursuant to subpoena or other court process, or to establish, exercise or defend the legal rights of the Bank and its affiliates. 10.2 Agents. The Bank may retain agents to perform data processing, collection and other services in connection with the Accounts and Services 10.3 Offshoring. Subject to applicable laws, processing of Customer confidential information may be performed by any Bank affiliate, including affiliates, branches and units located in any country in which we conduct business or have a service provider. The Customer authorizes the Bank to transfer Customer Information to such affiliates, branches and units at such locations as the Bank deems appropriate. 10.4 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners, customers or other personnel), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. 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 resulting from 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 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. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. 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 obligations resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or unavailability of a payment system, or any cause beyond its reasonable control. 12. 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) (collectively, "Losses') resulting directly or indirectly from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions (a) issued by an Authorized Person, (b) issued in accordance with the agreed upon security procedures or (c) on which the Bank is otherwise permitted to rely; 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. Notwithstanding the foregoing, the Bank shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud, 13. Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission (including SWIFT communication and smalls), through internet sites, or by such other means as the Customer and the Bank may agree upon from time to time, at the address of the Customer provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, 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. 14. 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 terminate an Account or a Service upon written notice to the other party in the event of: (1) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) 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 applicable law, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank shall not be precluded from completing a request or Instruction received by it prior to a termination request based on receipt of such termination request. 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 PN: 1298505 DOC ID: 1 Page 5 of 39 I nlil all 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 provided to the Bank. 15. Account Disclosures. 15.1 Rejection of Funds. 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. 15.2 Withdrawal. The Bank may refuse to allow withdrawals from any Account in certain cases, including cases where: (i) there is a dispute about the Account, including any dispute over which persons are authorized to represent or act for the Customer (unless a court or other competent authority has ordered the Bank to allow the withdrawal); provided that the Bank is not required to determine whether a dispute has merit in order to refuse to allow withdrawal of funds; (ii) a legal garnishment or attachment is served, including a levy, restraining notice, court order, or order of a judicial authority or enforcement agency; (iii) the Account is being used as collateral to secure a debt; (iv) documentation related to the Account has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates on time. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. 16. Governing Law. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. 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, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim, except as prohibited by applicable law. 16.3 Venue. In relation to each Account, the courts of the country or state in which the branch of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and /or the Account and the Customer agrees to submit to the jurisdiction of such courts. 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. 17. Miscellaneous. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors. The term Bank shall include any successors of the Bank, including assignees or successors of JPMorgan Chase Bank, N.A. or its affiliates or any person who has assumed the rights and obligations of the Bank or its affiliates hereunder or to which the same has been transferred. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection 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, invalid, or unenforceable the validity of the remaining portions of the Account Terms shall not be affected. The term "including" shall in all cases mean "including without limitation" unless otherwise indicated. The term "affiliates" shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that PN: 1298505 DOC ID: 1 Page 6 of 39 101 oil entity. The term "applicable laws" or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and the Bank's policies notified to the Customer, The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, In the Bank's opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays In the posting of transactions and /or funds availability. The Bank may direct the Customer to make changes to the activity in the Customer's Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time. The Customer agrees to comply with such directions. 17.6 Amendments; Supplements; Waivers. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account 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, the Account Documentation, Service Terms and any amendments or supplements, as applicable. All amendments must be in writing. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service 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, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. 17.7 Waiver of Immunity. 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 anyjudgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity as against the Bank or its affiliates. 17.8 Internet Services; Notice of Claims. 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, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. The Bank or the Customer, at its sole discretion, may make and retain recordings of telephone conversations between the Customer and the Bank. 17.10 Instructions. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. 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 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 objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All 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. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law 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 Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, 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. PN: 1298505 DOC ID: 1 Page 7 of 39 Information. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to time regarding the Customer's organization, business and, to the extent applicable, persons or entities maintaining bank accounts with the Customer. The Bank may also request further information and /or documentation in connection with the provision of the Services. Any information and /or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and /or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information and /or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions. 17.14 Click -Thru. 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 by posting such terms on a Bank website). The Bank may request that the Customer "click" its approval of such terms. Subject to applicable law, the Customer agrees that the act of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer's acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. 18. Interpleader. If there is a dispute regarding the ownership of or entitlement to funds held by the Bank for the account of the Customer, the Bank may apply to an appropriate court for resolution of the dispute and may pay the funds into the court pending resolution. The Customer agrees to reimburse the Bank for any related expenses, including its attorneys' fees and costs. 19. Provisional Recredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredlt to the Account, even if that reversal results in an overdraft. PN: 1298505 DOC ID: 1 Page 8 of 39 i ADDENDUM TO GLOBAL ACCOUNT TERMS I United States of America v1.s o2 19 16 This addendum ( "Addendum ") supplements the Bank's Account Terms and applies solely to Accounts maintained in the United States of America ( "U.S. ") and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are executed or performed. Capitalized terms used in the Addendum, and not otherwise defined, have the meanings set forth in the Global Account Terms (as defined below). By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by the Account Terms and this Addendum, each as may be amended or supplemented from time to time. For purposes of this Addendum, references to the "Global Account Terms" means the Account Terms excluding any account addenda for each other country in which the Accounts are held. The INTRODUCTION to the Global Account Terms is hereby supplemented with the following provision: The Bank performs Account functions and Service activities in various locations, by various methods Including electronic or automated means, and through various interbank and third party collection, payment and data arrangements, including those provided by the U.S. Federal Reserve Bank System, check truncation and image exchange systems, and collection /payment clearinghouses. These functions, services, arrangements and systems are subject to laws, federal regulations, banking system practices and procedures, operating circulars, interbank agreements, and clearinghouse and association rules (collectively, "Rules & Regulations' ) and the Uniform Commercial Code Official Text and Comments applicable to funds transfers and the bank deposit, collection or payment of negotiable instruments and other items (such text and comments, excluding the choice of law rules, the "UCC "). Section 3 of the Global Account Terms (Deposits) Is hereby supplemented with the following provisions: 3.4 Verificatlow Adjustments. The Bank may provide or make available upon request a receipt or similar document for certain deposits to the Customer's 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. Items deposited into an Account, handled for collection or exchanged for currency are received by the Bank as the Customer's collection agent, and are for collection only, subject to the Bank's collection of final payment thereon. The Bank reserves the right to make adjustments to the Account for any errors, including any errors appearing on the deposit ticket or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle 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 received the Items as part of a deposit. The Customer may not receive provisional credit for such Items, or if provisional credit has been given the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dollars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. 3.6 Endorsements. The Customer must place its endorsement on the back of an Item only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left -hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding, If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for any loss related to any encoding error, including any loss due to delay in processing caused by the encoding error, 3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high -speed forward or return cash letters. The Customer shall be solely responsible for any delays, losses or claims resulting from its use of carrier documents in high -speed forward or return cash letters. If the payor bank, drawer or payee on any Item that was deposited to Customer's Account returns the Item to the Bank, or makes a claim based on an asserted unauthorized signature or endorsement or an asserted alteration, the Bank may accept that return or pay that claim and charge any Customer Account for all or any part of the amount of the Item, even if the claim is made after final payment of the Item. If the Customer deposits or cashes an Item drawn on or by 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 final payment of the Item, or creates an Account overdraft. 3.9 Electronic Collection. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means, in which case the Bank has no duty to inspect such Item during the automated deposit and collection process. 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable Rules & Regulations, state law or banking practice. 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the event the Bank processes any substitute check deposits in the absence of such express agreement, the Customer agrees that such processing shall not be deemed to be the Bank's agreement to accept any substitute checks for deposit and Customer will be solely responsible for any loss or claim in connection with that deposit. PN: 1298505 DOC ID: 2 Page 9 of 39 1911101 3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a deposit ticket or other receipt acknowledging the deposit. The Bank's count of the amount deposited in a night depository 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. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check ( "RCC "), as such term is defined in 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 issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. All other Account and Service Terms governing an Item will apply to an RCC. 3.14 ATM Cards. The Bank may issue one or more automated teller machine ( "ATM ") cards ( "Cards ") and personally identifiable numbers ( "PINs ") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, 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 for each Card and liable for any transactions and related fees initiated or charged upon using such Card. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its 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. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is 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 shall immediately contact the Bank's ATM call center. 3.15 Internet Gamblino. The Bank strictly prohibits the use of any Account or Card to conduct transactions (including 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 233.2(bb). The Customer agrees not to conduct any transactions through the Account that directly or indirectly involve or are related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. Section 4 of the Global Account Terms (Payment of Items) is hereby supplemented with the following provisions: 4.5 Cashing Items, The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a payee who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the payee a fee if the Bank does cash the Item. 4.6 Sionatures. Requirements for two or more signatures on Items drawn on the Account or limits on the amount for which any an Item can be drawn are solely for the Customer's own internal control purposes and the Bank will not be liable for paying any Item (1) lacking the required number of signatures, or (ii) drawn in an amount exceeding the maximum limit assigned to the signer, provided the Bank followed its customary procedures when paying the Items. 4.7 Fraudulent Items. The Bank offers the Customer Services reasonably designed to detect and /or deter check fraud and reduce the likelihood that a fraudulent, unauthorized, counterfeit or altered Item will be paid. Customer agrees that If it fails to use such Services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature or payment of an altered Item, and the Customer will assume the risk that Items presented for payment against its Account may be forged or altered. In that event, Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items that such Service was designed to detect or deter, and the Bank shall not be required to re- credit Customer's Account or otherwise have any liability for paying such Items to the extent the Service would likely have prevented such loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other, the Bank may return one or more of such Items. 4.8 Obscured Endorsements, The Customer assumes all responsibility and liability for any claims or losses that the Customer or the Bank may suffer as a result of the Customer's: (1) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscures endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements; and which thereby causes a delay in the forward and /or return processing of the Item. The Bank retains the right to refuse to accept an Item for deposit if the back of the Item is obscured. 4.9 Negotiation Outside of U.S. If an Item issued by the Customer is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the UCC, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective on an Item if: (1) the Bank receives the stop payment Instruction with a reasonable opportunity to act on such Instruction, which shall be at least one (1) full Business Day following the Business Day of the Bank's confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction is in the form required by the Bank and the information is complete; and (iii) the Item is not yet paid or cashed. For purposes of this Section, "Business Day' means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions on Items, unless otherwise provided, will be valid for one (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 PN: 1298505 DOC ID: 2 Page 10 of 39 I V111111 ll 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 time of a stop payment request. The Bank may properly return any item which is the subject of a stop payment request. However, the Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss arising from any such endorsed or deposited Item, or for the loss caused by the alteration or unauthorized signature on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon their respective failure to exercise ordinary care which contributed to the loss. For purposes of this section, "employee" shall include Customer and its independent contractors and third parties, and their respective employees, delivery agents, officers, directors, attorneys, fiduciaries, administrators, service providers, and other agents. 4.12 Electronic Processina. The Bank may process any Item for payment from a Customer Account by electronic means, in which case, the Bank's exercise of ordinary care in payment of that item does not obligate the Bank to inspect the Item during the automated payment process. Section 5 of the Global Account Terms (Funds Transfer Instructions) is hereby supplemented with the following provision: 5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to create and issue a check to the name and address provided in the Instruction, signed by the Bank as agent for the Customer as drawer. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not negotiated within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 ACH. Automated Clearing House ( "ACH ") entries will be subject to the rules of the National Automated Clearing House Association and any other applicable Rules & Regulations, to which the Customer agrees to be bound. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED" in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For "TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank's acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. Section 7 of the Global Account Terms (Account Statements) is hereby supplemented with the following provisions 7.2 Imaoes Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all inspections and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement, 7.3 Obligation to Inspect. The Customer shall inspect each Account Statement and all payments and charges reported thereon, promptly upon receipt. The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which that item was reported to have been paid. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) of any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement ( "Errors "). The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error, and must provide all supporting evidence that the Bank requests. Failure to comply within the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the PN: 1298505 DOC ID: 2 Page 11 of 39 10111111 I Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) months, the Bank is not required to provide an Account statement until the Account has additional activity. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least twelve (12) months, the Customer may be unable to access the Account until appropriate contact is made between the Customer and the Bank. 7.5 Advice Services. 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 information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, phone, through internet sites, 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 the address, telephone and /or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 15 of the Global Account Terms (Account Disclosures) is hereby supplemented with the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre- authorized or automatic transfers or withdrawals or telephonic /eiectronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub - account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions, Exceeding these withdrawal limits may result in the Bank converting the savings account into 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 reserve the right to require at least seven (7) days notice prior to a withdrawal from a savings account (including a savings sub - account) or an interest - bearing negotiable order of withdrawal account ( "NOW Account "). 15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub - account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non - interest bearing demand deposit sub - account and a non - interest bearing savings sub - account; (ii) in the case of a NOW Account, into an interest bearing NOW sub - account and an interest bearing savings sub - account, and, in both cases, to transfer funds on a daily basis 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, except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand deposit or NOW sub - account, which it may change at any time. To the extent funds in the demand deposit or NOW sub- account exceed the target balance, the excess will be transferred to the Customer's savings sub - account, unless the maximum number of transfers from the savings sub - account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub - account exceeds the available balance in the demand deposit or NOW sub - account, funds from the Customer's savings sub - account will be transferred to the demand deposit or NOW sub - account up to the entire balance of available funds in the savings sub - account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub- account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer's savings sub - account, and such funds will remain in the demand deposit or NOW sub- account for the remainder of the calendar month or statement cycle. 15.9 Branch Desianation. 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. 15.10 No Fiduciary Relationship. Bank's relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi - fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Global Account Terms (Governing Law) is hereby supplemented with the following provisions: 16.1 Section 16.1 is replaced with the following provision: Subject to the UCC as modified by the Rules & Regulations, which shall control, and unless otherwise specifically provided in any Service Terms, the Global Account Terms, the Account Documentation, Service Terms and the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S, shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules), incorporating general commercial bank practices applicable to the type of Account and Services provided to the Customer. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank. 16.4 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 PN: 1298505 DOC ID: 2 Page 12 of 39 M1611 refundable. Section 17 of the Global Account Terms (Miscellaneous) is hereby supplemented with the following provision: 17.15 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. 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 are able to draw on the 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. 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), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines (ATMs) the cutoff time is 11 p.m. 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 $200 from a day's total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $200 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; PN: 1298505 DOC ID: 2 Page 13 of 39 • Deposited checks for all of the Customer's accounts total more than $5,000 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that day's total deposits of 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 $5,000 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,000 may not be made available until the second business day after the day of deposit; and • Funds from all other check deposits will be made available no later than the fifteen business day after the day of deposit. This Availability Policy and availability schedules may be changed without notice. © 2015 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. PN: 1298505 DOC ID: 2 Page 14 of 39 I pill, Nil V4.4 10 13 18 J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank PN: 1298505 DOC ID: 3 Page 15 of 39 I Pill, Mil 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. This booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. 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. Lockbox D. Coin & Currency E. Positive Pay, Reverse Positive Pay & Payee Verification F. Controlled Disbursement G. Image Cash Letter H. Image Deposit Direct I. Check Print J. ACH Tax Payment Service Terms K. Client Access PN: 1298505 DOC ID: 3 Page 16 of 39 10111 VI The services described herein (each a "Service ") are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms Service Terms - Consolidated Service Terms Booklet A. ACH Origination The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the "Rules ") of the National Automated Clearing House Association. Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry. I . Service. Bank provides automated clearing house ( "ACH ") origination services that will enable Customer to do one or more of the following: • originate ACH Debit Entries; • originate ACH Credit Entries; and • instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer's responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer's requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. 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 Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank's established cut -off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut -off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re- process those transactions or transmissions, Customer must correct them and re- submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank's auditors and other personnel 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 auditing Customer's compliance with these Service Terms and the Rules. 2. Security and Data Protection Procedures. All instructions received by Bank in Customer's name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or Information in Customer's name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and /or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank's security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer's name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and /or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer's data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver's account number or routing number to any third party for such third party's use, directly or indirectly, in initiating a separate Debit. 3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer's account with Bank that Customer specifies for the total of: Customer's Debit Entries that Bank processed for settlement that day; • RCCs issued for deposit to Customer's account on that day; and PN: 1298505 DOC ID: 3 Page 17 of 39 I pilII any returned or reversed Credit Entries. Bank may delay the availability of funds deposited into Customer's account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer's account with Bank that Customer specifies for the total of Credit Entries processed in Customer's name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 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 RCCs that Bank will release on Customer's behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. 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 Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC 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, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined In Section 7) and obtained Bank's express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (Including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank's express consent to do so. Customer agrees to indemnify Bank and 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 (a) Customer's breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. 5. Stop Payments; Reversals and Recalls; Rejections. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a "Non -ACH Eligible Account "), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank's prior consent, pursuant to which Bank will process each such Debit Entry to a Non -ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an "RCC "), on the Customer's behalf. The RCC will be drawn in the amount and on the Non - Eligible ACH Account of the individual or entity specified as the receiver in the Customer's instructions and will be deposited to the Customer's designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non - ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft. 6. Third Party Service Providers. 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 Customer's behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer's provider and Customer is responsible for all costs and expenses of Customer's provider. 7. Third Party Sender. If Customer is a Third Party Sender, as such term is hereafter defined, (a) 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, Customer shall indemnify, defend and hold 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) Customer agrees to cooperate with Bank regarding any request for information concerning the identity of any Originator; and (d) 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 PN: 1298505 DOC ID: 3 Page 18 of 39 1 §111 Nil agreement, understanding or arrangement between Customer and the Originator. Further, Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions originated by Customer and for ensuring that instructions do not involve illegal activities. Customer must notify Bank immediately if Customer suspects or become aware of any activity or transaction of an Originator that 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. Bank will be entitled at any time upon notice to Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf are originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. As used herein, "Third Party Sender" means an entity that is not an Originator, that has authorized an ODFI or another Third Party Sender to transmit, for the account of the Third Party Sender or another Third Party Sender, (1) a credit entry to the account of a Receiver in order to effect a payment from the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry) to the Receiver, or (ii) a debit entry to the account of a Receiver in order to effect a payment from the Receiver to the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limitation of the foregoing, Third Party Senders include U.S. regulated financial institutions, brokers and other financial intermediaries as well as any other regulated or unregulated payment processors that are customers of the Bank and use their accounts to process payments for third parties (including affiliates of the Customer). 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and /or reversed, returned or recalled. Any payment returns and /or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date. 9. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank's termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer's breach of the Rules. B. ACH Debit Block & ACH Transaction Review ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted to the Customer's account with the Bank and to instruct the Bank to return some or all of these transactions. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company /Batch Header Record. The Company ID Number will be the sole criterion for blocking Debit Entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The Customer understands that Company ID Numbers are not unique and that a Company ID Number may identify more than one Originator and one Originator may have multiple Company ID Numbers, The Customer understands that Company ID Numbers are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number other than the PN: 1298505 DOC ID: 3 Page 19 of 39 I K, I Wil I one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID Number. (c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions, The following types of ACH - related debits will not be blocked: • debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank; • reversals of previously received ACH credit Entries; • returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank; • Reclamation Entries; • debits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments or for fees, charges or other amounts the Customer owes the Bank; and • debits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 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 date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that the Customer wishes to return. The Bank is entitled to rely on any instructions that it receives and that it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted. (d) The following types of ACH transactions will not be made available for the Customer's review and decisioning: • debits or credits to the Customer's account to offset any ACH Entries originated by the Customer through the Bank; • reversals of previously received ACH Entries; • returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; • Reclamation Entries; • debits or credits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank; and • if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. (e) Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customers account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. Lem —WO Ri1! • Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. 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 "USPS ") and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS for such services or any other action taken or not taken by USPS. The Bank may direct clients to include specific codes or formats within their assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring their customers' remittances are properly addressed in order to prevent delays in processing. PN: 1298505 DOC ID: 3 Page 20 of 39 11111 Wil 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 "Items ") and credit the funds to the Customer account or process for collection the Items received, except: i) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; ii) Items which the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank. 3. Differing Amounts. If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may 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 which may arise from that action. 4. Foreign Items. This Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to Customer as unprocessable. 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 which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re- presentment. 6. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents 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 which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once a CD -ROM is received, or it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 7. Image Option. If the Customer elects and this image option is available at the designated Bank processing location, the Bank will provide images of the Items ( "Imaged Items ") received together with images of related documents ( "Imaged Documents "), 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 Imaged Items 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 Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction., per the Customer's selection If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission. 9. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 10. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cut -off 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 cut -off times established by the Bank are in compliance with the Disclosures and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customer's clients. PN: 1298505 DOC ID: 3 Page 21 of 39 I pill, MilII D. Coin & Currency Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options. 1. Cash Orders 1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency ( "Cash ") to an armored courier service (the "Courier') as designated by the Customer in accordance with the Bank's guidelines ( "Cash Order "). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank's branch locations by issuing a check to debit the Customer's account at the Bank or as a "cash for cash" exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order ( "Cash Limit "). 1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888 - 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period. 1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the 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 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. 1.5. Notice Of Rejection /Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 1.6. 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 use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer ( "Security Procedure ")... 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. 1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer's store /office locations in the United States. 2. Cash Deposits 2.1. Standard 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 to the Customer. 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. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier If the Bank has followed its customary procedures for identifying the individual. PIN: 1298505 DOC ID: 3 Page 22 of 39 I pill, Wil 2.2. Deposit Presentment and Processing for Standard Courier Service. with regard to deposits delivered to one of the Bank's vault locations, the Customer's Courier must deliver deposits in sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only Cash 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 of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer's deposit slip. This receipt is not an acknowledgment of the contents of any bag. 2.3. Courier Service through the use Of a Smart Safe. The Customer may use the services of a Courier that has been authorized by the Bank, who will act solely as the Customer's agent with regard to machines that will hold Cash that are physically located in the Customer's locations ( "smart safes'). 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. The Customer will place only Cash in the smart safes which will be maintained by the Customer's Courier. The Customer's Courier is authorized to transmit the Cash information to the Bank on the Customer's behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer's designated account. The Courier will deliver the Cash to the Bank as directed by the Bank at the Customer's expense, The Customer authorizes the Bank to instruct the Courier to pick up any Cash for which the Bank has given provisional credit at any time and at the Customer's expense. 2.4. Deposit Presentment and Processing through the use of a Smart Safe. The Customer agrees that once the Cash is in the smart safe, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer's Courier with regard to deposits or adjustments to the Customer's deposit account with the Bank. Once the Customer's Courier has completed the verification of the Cash from the smart safe and has transmitted the deposittadjustment information to the Bank, the Cash is then placed into the Bank's inventory at the Courier's location. In the event of a dispute related to the amount credited to the Customer's deposit account, the Customer will initiate its claim and request for an investigation with its Courier. 2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer or the receipt provided to the Customer or its Courier upon initial presentment, the count will be recounted. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer, and the Bank may correct any credit made to the Customer's account. The Bank will notify the Customer's representative designated in the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin difference is identified, contact Cash Services Customer Support at 888- 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be postmarked within 48 hours of receipt of 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. 2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag... 2.7. 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. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. 2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele -entry or online system is closed or otherwise unavailable for use at any time. PN: 1298505 DOC ID: 3 Page 23 of 39 I Pill, Mil 2.9. Geographical Limitations Of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer's courier and from Customer's physical store /office locations in the United States. Cross - border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited E. 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: i) Account number; ii) Item serial number; iii) dollar amount; iv) issue date [for Positive Pay and Payee Verification only]; and v) the payee name [for Payee Verification only]. For Positive Pay and Payee Verification, the Customer will provide the Bank the Issuance Information by the banking day on which the Customer issues Items, by means of a mutually agreed upon transmission method the Issuance Information, The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the checks they have issued. 2. Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance Information or that contains 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 Daywhether any such Item is authorized for payment ( "Presentment Decision'). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, as required above, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such 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. If a Customer attempts to change an instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. 3. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. If the Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be liable for not detecting any discrepancy between the Item and the Issuance Information or for processing such Item. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (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 contained 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. Reverse Positive Pay Additional Terms. For Reverse Positive Pay, Customer acknowledges that Items presented for encashment at any of the Bank's branch locations will be refused unless Customer has requested that Bank allow encashment of such Items. If Customer authorizes Bank to pay Items presented for encashment at the Bank's branch locations, Bank shall follow its usual and customary over -the- counter encashment procedures (as may be in effect from time to time) and Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services. Customer acknowledges that the Bank may charge a person who cashes an Item drawn on the Customer's Account a fee if that person is not a customer of the Bank. Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over -the- counter. 5. 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 relevant terms of the Account Documentation, outside of these services. 6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lieu of PN: 1298505 DOC ID: 3 Page 24 of 39 1 §191111111 signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. 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. F. 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. 1. Controlled Disbursement Account. Each controlled disbursement account ( "Controlled Disbursement Account "), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. 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 Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts ( "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. Bank, on each banking day, will advise 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. Bank will honor Items which 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 the Account Documentation. 3. Over - the - Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with 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 "). Customer authorizes 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, Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account, 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer's Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. 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 deterioration of the financial condition of the Customer, as determined in the Bank's sole discretion, the Bank may immediately terminate the Service, any Service feature, and /or may convert any Controlled Disbursement Account to a stand -alone demand deposit account without prior notice to the Customer. 8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer's Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney's fees and costs, resulting directly or indirectly from Customer's breach of this Section 8. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature upon notice to the Customer. PN: 1298505 DOC ID: 3 Page 25 of 39 I pill 111111 G. Image Cash Letter Service. These terms govern the image cash letter service (the "Service') which allows image - enabled check customers to prepare and transmit electronic deposit information and check images instead of preparing and physically depositing paper cash letters and associated original check. 2. Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, 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 cut -off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank's or any transferee's standard requirements for processing, 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 Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, "Checks" shall mean checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer's account at the Bank. 3. Image Cash Letter File Deposit Time. The Transmissions must be sent to Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by Bank when the entire file has been written onto Bank's system and made available for 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, 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. 4. Customer Liability. Customer shall be solely responsible If any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. 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. Customer agrees that Bank shall have no liability for the content of payment - related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. 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 Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method. 5. Suspension /Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if 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, use or access is not cured within three business days after notice to Customer. 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 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. 7. WARRANTIES AND DISCLAIMERS. PN: 1298505 DOC ID: 3 Page 26 of 39 10111 Ril I 7.1. CUSTOMER WARRANTY. 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 MICR -LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN 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) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI -MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTkMONEY 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 WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER'S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; AND (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2. DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND /OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK'S PROCEDURES. 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 CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTAN DING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND /OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK'S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK'S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY'S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (1) CUSTOMER'S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW OR REGULATION. 9. Pricing Schedule /Volume /Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges /fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days' after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web -based SVPCO Online Adjustment Service ( "Online Adjustment ") based on the following terms: PN: 1298505 DOC ID: 3 Page 27 of 39 I pill, Nil For Customers choosing the deposit account option where they settle for the Items through the Customer's deposit account at Bank ( "Deposit Account ") option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time ( "SVPCO Rules "). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments ( "Form "). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment, Customer agrees that Bank may charge Customer's Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. H. Image Deposit Direct Service Terms. JPMorgan Chase Bank, N.A. ( "Bank ") will provide Customer the Image Deposit Direct (IDD) Service (the "Service ") in accordance with the provisions set forth in these Image Deposit Direct Service Terms (the "Service Terms'). The provisions of the Bank's account documentation, including the account terms governing the operation of business accounts and services and any applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation ") are incorporated herein. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. Capitalized terms used in these Service Terms and not defined herein have the meanings set forth in the Account Documentation. 2. The Service. The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler's checks payable in U.S. Dollars and drawn on U.S. banks or US Postal Service Money Orders, payable to the Customer, by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a "Scanner "), to create an electronic image of an original paper check or item and other paper source documents (collectively, "Item ") and transmitting the image of the Item ( "Image ") and related data to Bank. As part of the Service Customer must use software and hardware provided by or acceptable to Bank. Customer is solely responsible for the Image and any information or data transmitted, supplied or key- entered by Customer employees or its agent. Before any Image of an Item is transmitted to the Bank, the Item shall be endorsed with the legend "For Deposit Only" and the Customer's name or account number unless otherwise provided for by the Bank. (a) Customer agrees that after the Image of the Item has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures forthe secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) If Bank receives the submitted deposit transmission no later than the Bank's designated out off time (the "Cutoff Time ") on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays ( "Business Day "), Bank will consider that Business Day to be the day of deposit. If Bank receives the submitted deposit transmission after the Cutoff Time or on a non - Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank's internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer's computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. (d) The term of the Service is two (2) years. After the expiration of the initial two year term, the Service shall continue on a month to month basis. (e) Customer is responsible for making certain that only Images of eligible Items are sent to Bank through this Service. Any Image of an Item sent through this Service that is not eligible as set forth in Section 2 above will be handled at Customer's sole risk and liability. (f) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank's sole discretion. (g) Customer agrees that Scanners used as a part of this Service are only to be used at locations within the United States. Item Processing, If the submitted deposit transmission with respect to any Item does not comply with the Bank's or its processor's requirements for item type submitted, content, batch size and /or format, Customer shall be responsible for any loss related to the processing of such Item, including if the Bank, in its sole discretion: (a) further transmits the Item or data in the form received from Customer; PN: 1298505 DOC ID: 3 Page 28 of 39 pill, (b) repairs or attempts to repair the Item or data and then further transmits it; (c) processes the Item as a photocopy in lieu of the original; or (d) returns the Item or data to Customer unprocessed and charges back Customer's account. 4. Warranties. Customer represents and warrants to Bank that: (a) any Image Bank receives accurately and legibly represents all of the information on the front and back of the original Item as of the time the original Item is truncated; (b) the information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR -Iine information required for a substitute check and the accurate amount of the Item; (c) the Image conforms to the technical standards for an Electronic Item set forth in Regulation J and Federal Reserve Bank operating circulars and for a substitute check set forth in Regulation CC; (d) no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; (e) Customer will not redeposit through this Service any Item previously deposited and returned to Customer unless Bank advises Customer othervvise; (f) Customer will employ commercially reasonable security measures and firewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment; (g) Customer will only transmit Images created from original paper Items; and (h) Customer will comply with all laws and regulations applicable to Customer in its use of the Service and not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority. 5. Computer Equipment; Browser Access and Internet Services. Customer is responsible for obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System ") necessary for Customer to access and use the Service in accordance with the Bank's recommended system configuration.. This responsibility includes, without limitation, Customer's utilizing up -to -date web- browsers and the best commercially available encryption, antivirus, anti - spyware, and internet security software. Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks, including, but not limited to those Bank may disclose in its educational materials. Customer acknowledges that Customer is responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. Customer acknowledges that it has made an independent assessment of the adequacy of the Internet and Systems in connection with the use of the Service and that Customer is satisfied with that assessment. Customer agrees that the presence of any malware, including, without limitation, any keystroke logger type of malware, on any of Customer's computers shall be presumed, unless proven otherwise by clear and convincing evidence by Customer, to constitute the failure by Customer to fulfill its duty at all times to maintain the proper functioning, maintenance and security of its own systems, services, software and other equipment, and to be the cause of any damage, loss, expense or liability which may be suffered or incurred by Customer. 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 Customer is responsible for all fees associated therewith. Bank disclaims all risks related thereto and makes no endorsement thereof, notwithstanding that the Bank may recommend certain security and /or communications software and services or provide a link to a third party site where Customer may download software. 6. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or effect transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication and /or encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a "Security Device" and collectively the "Security Devices') to be issued or approved by Bank from time to time. To prevent unauthorized access to Customer's accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the Security Devices used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has used the Service without Customer's permission, or that any other unauthorized use or security breach has occurred, Customer agrees to immediately notify Customer's relationship officer. 7. Product Rights (a) Grant of License. To the extent Bank or its licensors make any software available to Customer via download on its website or by any other means for use in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service Terms, a non - exclusive, non - assignable, non - transferable, limited right and license to use the proprietary computer software products in object code and any associated documentation ( "Products ") for use only directly in conjunction with its permitted use of the Service. PN: 1298505 DOC ID: 3 Page 29 of 39 I pill, Wil (b) Title. Except for the license granted to Customer hereunder, all rights and title in and to the Products, including any improvements, modifications, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products. (c) Use of Products. 1) Customer agrees that the Products will be used only by Customer and Customer's Affiliates, provided that each Affiliate agrees to be bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in connection with the Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity. ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in this Agreement or the Products to any third party. iii) Customer will not, and will not permit others to, reverse engineer, reverse - compile, or reverse - assemble the Products or otherwise attempt to obtain source code for the Products, iv) Customer shall use the Products solely for Customer's internal business purposes. For purposes of this clause, the expression "Internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing or (except as otherwise expressly provided herein) commercial exploitation of the Products. v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to Customer, vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in protecting Customer's own most valuable confidential and proprietary information. Customer will not remove or alter any copyright or other proprietary legends contained on the Products. vii) Customer obligations under this Section survive termination of these Service Terms. (d) Installation, Training and Maintenance. Customer will be solely responsible for the installation, training, maintenance and use of the Products. It is Customer's (and expressly not Bank's) responsibility to establish reasonable backups, accuracy checks and security precautions to guard against possible malfunctions, loss of data and unauthorized access. (e) Patent Infringement. In the event the Products become, or in Bank's opinion are reasonably likely to become, the subject of a claim of Infringement, Customer will allow Bank, at its option and expense, to replace the Products with a non - infringing alternative, modify the Products so that they become non - infringing or terminate the license. (f) Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect. 8. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 9. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit Customer's physical locations where the scanners are used and original items are stored as well as Customer's processes for secure destruction of the original Items. 10. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with: (a) Customer's breach of any of the warranties made by Customer pursuant to these Service Terms, (b) Customer's use of the Service or the use of the Service by anyone using Customer's Security Device in breach of its obligations to any third party or applicable law, or PN: 1298505 DOC ID: 3 Page 30 of 39 W I'l (c) Customer's violation of these Service Terms or the rights of any third party (including, but not limited to, privacy rights) 11. Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE ". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICES ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON - INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICES THE BANK AND ANY THIRD PARTY VENDOR DO NOT WARRANT OR GUARANTY THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED. 12. Limitation of Liability. (a) In no event will Bank's liability under these Service Terms for any damages of any kind exceed an amount equal to the fees the Customer paid Bank for the Service during the twelve (12) months preceding the date on which Customer made the corresponding claim. If Customer makes a claim during the first twelve (12) months of service, Bank's liability will be limited to the average monthly fee Customer paid during that time multiplied by twelve. (b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND /OR THE INSTALLATION OR MAINTENENACE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE, THE INTERNET, OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY DAMAGE SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL. 13. Miscellaneous. (a) If Customer cancels the Service before the expiration of two (2) years, Customer shall pay an early cancellation fee of $500.00 for each scanner not paid for in full at the time the Service is implemented. (b) In addition to other termination rights set forth in the Account Documentation, Bank may terminate the Service immediately if Customer breaches any warranty set forth in these Service Terms. (c) If the Service is cancelled or terminated for any reason, Customer shall uninstall any software or hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any loss that could have been prevented by Customer's compliance with this provision. (d) The provisions of sections 2, 4, 7, 10, 11 and 12 shall survive termination of these Service Terms. Check Print The Check Print Service enables the Customer instruct the Bank to create and mail checks and /or documents on behalf of the Customer. 1. Print Orders. The Bank will execute each print order requested 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 "Print Order'). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders, Print Orders may include printing of non - payment documents ( "Documents ") if agreed to by the Bank based upon these Service Terms. 2. Check Pull Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank's manual check pull request form ( "Check Pull Request "); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted. PN: 1298505 DOC ID: 3 Page 31 of 39 I Pill, Wil 3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms. 4. Issuance of Checks /Documents. For each Print 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 included with the check issuance ( "Documents "); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the "Issuance "). The Customer expressly grants the Bank the authority to create and process such Issuances. 5. Notice of Rejection. The Bank will promptly notify the Customer if a Print 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 Check Print Service or given electronically, orally, by telephone or facsimile transmission. 6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that 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 the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank's acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change. 8. Limitation of Liability. The Bank's liability shall be limited to direct damages caused by the Bank's failure to use reasonable care. Reasonable care in providing the Check Print Service 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 honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 9. Cashier's Checks. If the Bank creates cashier's checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier's check print file information ( "File Information ") to the Bank by the Bank's cut off time on a given day ( "Day One "); (b) the Customer authorizes the Bank to debit the Customer's designated account ( "Funding Account ") for the amounts shown on the File Information on Day One; (c) as the cashier's checks from the File Information are being processed, the account reconciliation issue file ( "ARP File ") must match the date of funding found in the File Information of the next banking day ( "Day Two "); (d) for any cashier's check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier's check, the Bank is authorized to reject the creation of such cashier's check; (e) fully funded cashier's checks will be printed on Day Two; (f) if the Customer is using one of the Bank's online services, Customer will be able to view information regarding the cashier's checks which were funded and created and those that were rejected; (g) any information from the File Information which can not be used to create a cashier's check will be communicated to the Customer for further research and reconciliation; (h) if any cashier's check is returned as undeliverable, the cashier's check will remain outstanding in the Bank's cashier's check account and escheated according to applicable laws and regulations. If the payee of a cashier's check claims that the cashier's check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank's procedures. J. ACH Tax Payment 1. Service. Bank will provide a service (the "Service ") whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: • any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; • certain state taxes; and • certain municipal taxes. Bank may pay taxes from Customer's account in accordance with any instructions issued in Customer's name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association ( "NACHA Rules "). 2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, PN: 1298505 DOC ID: 3 Page 32 of 39 I K, I Will including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, "Business Day" means a day on which the Bank Is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an "International ACH Transaction" (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an "International ACH Transaction' (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT. 3. Tax Payment Security Procedures. (a) A Bank - issued or approved access code and PIN and /or other security device ( "Security Device') is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other 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 (the "User Guide "). 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 below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access. Customer shall designate an administrator (the "Administrator ") who shall have authority in accordance with the operational Instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users ( "Authorized Users'); (ii) identifying the functions of the Service; (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 Authorized User of his /her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank's request, a list of Authorized Users. 4. Open Network Access. 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 to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 5. Funding. Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer's applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer, Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding fifes of tax payments that Bank will release on customer's behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority. 6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules. Customer further represents and warrants to Bank that: (1) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and 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 attorney's fees and costs) resulting directly or Indirectly from (a) Customer's breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7. Stop Payments; Reversals and Recalls. Customer's instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's PN: 1298505 DOC ID: 3 Page 33 of 39 I Ipi�RNJiIIII procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24 -hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9. Limitation of Liability. Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. 10. Incorporation of Account Documentation; Termination, The Bank's terms governing the operation of business accounts and services ( "Account Documentation ") are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank's termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer's breach of the NACHA Rules. K. Client Access 1. Service The Bank will provide a service (the "Service ") 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 non - payment instructions (each an "Instruction ") and from the Bank of messages, notifications and alerts, via the online (including mobile) and host-to-host/file transfer channels. The Bank reserves the right to modify the applications and products (each an "Application ") available via the Service, upon notice to the Customer. 2. Security Procedures and Other Controls 2.1. Security Procedures. The security procedures for each channel are as set forth below, as may be modified on notice to the Customer through any medium (each, a "Security Procedure'). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Administrative Procedures (as defined in Section 2.2 below) and unilateral Bank controls shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. a. Online Channel. The Security Procedure for verifying payment Instructions issued (released) via the online channel is validation of an identification code and confidential password of an Authorized User (as defined in Section 2.4 below) and a token code generated by a Bank issued or approved security device ( "Security Device') assigned to that Authorized User; provided that the Security Procedure for verifying payment Instructions issued (released) via the mobile application is validation of the registration of the mobile device, a biometric identifier and the private swipe key of an Authorized User. b. Host- to- Host/File Transfer Channel. The Security Procedure for verifying payment Instructions issued (released) via the host -to- host/file transfer channel is authentication of a digital signature using a Signature Certificate, as set forth in Section 8 below. In addition to the Security Procedures described above, the applicable Security Procedure also includes transaction review based on various risk characteristics. The transaction reviews will be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call -back verification, may be required to complete certain transactions identified by the Bank through transaction review. 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, including the compromise of a Certificate (as defined below). The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. 2.2. Administrative Procedures. The Bank offers numerous controls that the Customer may implement to reduce the risk of erroneous or unauthorized transactions ( "Administrative Procedures "), These procedures, which may include account and transaction limits, single machine registration and IP filtering, among others, may be supplemented and modified by the Bank from time to time. 2.3. Security Administrator Designation. The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application and /or the authority to add, update or delete security keys in connection with the host -to- host /file transfer channels. The Customer agrees to notify the Bank of any change in security administrators in the manner and form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. PN: 1298505 DOC ID: 3 Page 34 of 39 I R ill I ffil 2.4. Security Administrator Responsibilities. The security administrators shall be responsible for (i) designating individuals as users ( "Authorized Users'); (ii) identifying the functions of the Service, including the Mobile Application (as defined in Section 7 below), 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 6 below). The security administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users. In the absence of a valid designation of a security administrator at any time, the Bank may deliver Security Devices and materials to any person authorized to act on behalf of the Customer with respect to the accounts. 2.5. Processing. The application of the Security Procedures and any unilateral controls implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE ". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON - INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE, THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR -FREE OR UNINTERRUPTED. The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System ") necessary for the Customer to access and use the Service in accordance with the Bank's recommended system configuration. The Customer shall at all times maintain current and effective anti -virus and anti - spyware software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks associated with the operation, performance and security of its System and the use of open networks, and the Bank disclaims all such risks. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. 4. Instructions; Data 4.1. 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. 4.2. 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 email addresses, fax and telephone number(s). 5. Customer Warranties The Customer represents and warrants to the Bank that: (1) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction 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 or electronically the geographic location of its Authorized Users and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any jurisdiction which 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. 6. Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit 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 Authorized 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 Authorized Users. The Bank's terms governing the business accounts and services, including service terms that govern the Bank's processing of Instructions transmitted via the Service ( "Account Documentation "), are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. PN: 1298505 DOC ID: 3 Page 35 of 39 110111 ffil 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof). 6.3. All disputes arising outside the United States relating to or in connection with these Service Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (1) Singapore where the dispute arises in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the non - exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. 7. Mobile Application The Service is available via a Bank mobile application (any such application, including released modifications, updates, upgrades, successor and substitute software programs as may have been provided by the Bank to the Customer, a "Mobile Application'). 7.1. Accepting use of the Bank's SMS Text Notification Service and /or the Mobile Application service constitutes the Customer's authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer's agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download the Mobile Application. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device. 8. Host -to- Host /File Transfer Services The Service is available via host -to- host /file transfer Services. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of the corresponding security key (the "Transport Certificate "), and a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the "Signature Certificate'). Each of the Signature Certificate and the Transport Certificate are referred to herein as a "Certificate" and the corresponding security key as a "Security Key'. 8.1. Customer Requests. The Customer shall comply with the Bank's procedures notified to the Customer for any request that the Bank add, update or delete a Security Key. The Customer may contact the Customer's customer service office (or other designated Bank representative as the Bank may direct) for assistance with any such request. Any request to add or update a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and the requested date and time for the action to be taken, which shall be no earlier than two U.S. banking days after the Bank's receipt of the request. 8.2. Security Key Updates. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator, notwithstanding that such security administrator may be a third party agent acting on behalf of the Customer. Upon successful validation of a Customer's request, the Bank will reply confirming receipt of the Security Key file and the scheduled date and time for the action to take place. Requests for security key additions, updates or deletions will be actioned during the course of normal business hours, Monday through Friday, 8:30 AM — 5:30 PM Eastern Time (United States). 8.3. Administrative Procedures: Certificate Requirements. The Customer agrees to comply with Bank's Administrative Procedures for Certificates, including the following: (1) Certificates must have a finite validity period, the maximum length of which is determined by the combined use of a Transport Certificate and a Signature Certificate. • If digital- signature is applied to the file /payload, then the following applies: o The Signature Certificate validity period is limited to five years, provided that the Transport Certificate validity period is two years or less; OR o The Transport Certificate validity period is limited to five years, provided that the Signature Certificate validity period is three years or less. • If no digital- signature is used, then the Transport Certificate validity period is limited to two years. (ii) No Certificate shall be accepted unless it adheres to the following cryptographic specification: PN: 1298505 DOC ID: 3 Page 36 of 39 I pill, Will Message digest: SHA -1, SHA -2, AES256 Asymmetric algorithm: RSA, DSS Asymmetric algorithm key length: 2048 bits or more 8.4. Certificate Expiration. Notwithstanding any courtesy notifications from the Bank regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. PN: 1298505 DOC ID: 3 Page 37 of 39 I pill, Wil Jurisdiction Specific Provisions Exhibit A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, ( "GST "), the fees payable in respect of that taxable supply ( "original amount ") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. Peoples Republic of China Any dispute arising from or in connection with these Service Terms shall be submitted to the China International Economic and Trade Arbitration Commission ( "CIETAC ") for arbitration which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration. The hearing place shall be Beijing. The arbitral award is final and binding upon both parties. C. Indonesia 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. Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." D. Malaysia /Labuan -. (1) The following terms shall apply in relation to the Service where it is provided in relation to accounts in Malaysia /Labuan and /or where the Service is provided in Malaysia /Labuan: (a) Any references in the Service Terms to the term "Bank," shall mean J.P. Morgan Chase Bank Berhad (for Malaysia) and J.P. Morgan Chase Bank, N.A., Labuan Branch (for Labuan), (b) 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. (ii) If the Service is to be accessed by a Customer (1) who is domiciled or incorporated in Malaysia (other than Labuan), or (2) in Malaysia (other than Labuan), that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P. Morgan Chase Bank Berhad through any JPMorgan website other than http : / /www.jpmorganaccess.com.my. E. Republic of China (Taiwan) Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the Bank shall have the right to proceed against the Customer in any other competent court in any other jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any legal action arising out of or relating to these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive. PN: 1298505 DOC ID: 3 Page 38 of 39 ME, F. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ( "ECD ") (i.e. that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non - consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU ii- commerce information" in the Terms & Conditions on http: / /www.jpmorgan.com. (1) The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) which 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. (ii) 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 which 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. (iii) The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods which 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. ©2011 JPMorgan Chase & Co. All Rights Reserved, JPMorgan Chase Bank, N.A. Member FDIC. Eligibility for particular products and services is subject to final determination by J.P, Morgan and/or its affiliates. PN: 1298505 DOC ID: 3 Page 39 of 39 Ahi °0 CERTIFICATE OF LIABILITY INSURANCE °ATE`MMID° " 05/27/2015 " 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 CONTACT NAME: PHONE (866) 283 -7122 AIC.NO.: 800- 363 -0105 199 water Street New York NY 10038 -3551 USA E -MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIL # 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 INSURER D: 270 Park Avenue New York NY 10017 -2070 USA NSURER E: PREMISES (Ed osmurapren INSURER F: X MED EXP(Any one person) COVERAGES CERTIFICATE NUMBER: 570062235566 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD N1V0 POLICY NUMBER MMIDDl1'1'YY MMIDDrYi LIMITS AUTHORIZED REPRESENTATIVE X COMMERCIAL GENERAL LIABILITY GL C% A(_ EACH OCCURRENCE $2,000,000 Ve190s% G LD//4/'p eYIn faufdG a./ma CLAIMS -MADE X❑OCCUR PREMISES (Ed osmurapren $1,000,000 X MED EXP(Any one person) EXCluded Blanket Contractual Llabillty X Host Liquor Liability Included PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO JECT E] LOC PRODUCTS - COMPIOP AGO $2,000,000 OTHER: A AUTOMOBILE LIABILITY CA 7742129 All Other States 06/01/201606/01 /2017 COMBINED SINGLE LIMIT Eaaccident $5,000,000 BODILY INJURY(Perpemmm A X ANYAUTO CA 7742125 06/01/2016 06/01 /2017 OWNED SCHEDULED MA BODILY INJURY (Per accident) A AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY CA 7742126 VA 06/01/2016 06/01/2017 PROPERTY DAMAGE Per accident A X UMBRELLA LIAB I X I OCCUR BE19086930 06/01/2016 06/01/2017 EACH OCCURRENCE $1570,506 EXCEBS LIAB EX SIX CLAIMS -MADE AGGREGATE $10,000,000 OED RETENTION$10,000 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR I PARTNER I EXECUTIVE OFFICERIMEMSER EXCLUDED? (Mandatory in NH) NIA WCO20681807 All other States WCD206$1$O$ ME 06/01/2016 06/01/2016 06/01/2017 06/01/2017 X PER 01 STATUTE E E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is redound) The insurance maintained by JPMorgan Chase & Co. provides for the following covesge enhancements in keeping with the terms of the signed contracts, leases and /or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non - contributory where required. Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, waiver of subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessoi(W , vendor(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. `m Ir= .0 m 'O 'e0 0 S O 2 W N U e U CERTIFICATE HOLDER CANCELLATION 0. ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE rn �G _e EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ( �G 2 V AUTHORIZED REPRESENTATIVE Evidence of xnsurance for JPMorgan Chase & Co. and subsidiary, affiliated and associated companies therof C% A(_ 270 Park Avenue Ve190s% G LD//4/'p eYIn faufdG a./ma New York NV 10017 -2070 USA ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC #: °%. % ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Northeast, Inc. NAMEDINSURED 7PMorgan chase & co. POLICY NUMBER see certificate Number: 570062235566 CARRIER see certificate Number: 570062235566 NAIC CODE EFFECTNE 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. IVSR L'PR TYPE OF WgERANCE ADDL INSD SURE WVD POLICY NUMBER EFFECTIVE EFFECTIVE DATE MM /DDIYYYY POLICY EXPIRATION DATE MM/OD/YYYY LIMITS WORKERS COMPENSATION A N/A wc020681809 CA 06/01/2016 06/01/2017 B N/A wc20681810 AZ IL N7 NV TX 06/01/2016 06/01/2017 C N/A wc020681811 FL 06/01/2016 06/01/2017 06/01/2016 0 06/01/2017 B N/A wc020691812 MA ND OH WA WI WV 06 O1 2016 06/01/2017 B N/A wc02o6818 ACORD 181 (2808101) © 2888 ACORD CORPORATION. All rights reserv ed. The ACORD name and logo are registered marks of ACORD 13 0 06/01/2016 0 06/01/2017 ed. The ACORD name and logo are registered marks of ACORD .4coRa t� CERTIFICATE OF LIABILITY INSURANCE OATE(M712016 Y, 05/27/2016 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 CONTACT NAME: PHNE (AIC.No. Eat): (866) 283 -7122 (aC No.): 800- 363 -0105 E -MAIL ADDRESS: 199 Water street New York NY 10038-3$51 USA INSURER(S) AFFORDING COVERAGE SAID# New York NV 10017 -2070 USA INSURED INSURERA: National Union Fire Ins Co of Pittsburgh 19445 JPMorgan Chase & Co. and subsidiary, affiliated, and associated companies therof INSURER B: New Hampshire Ins Co 23841 INSURER c Commerce & Industry ins Co 19410 INSURER D: 270 Park Avenue New York NY 10017 -2070 USA INSURER E: REM I`dENE PISES Ea occurrence INSURER F: X MED EXP(Any one parson) COVERAGES CERTIFICATE NUMBER: 570062235566 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MM'ODIYVVY My IDDNYYY1 LIMITS A X COMMERCIAL GENERAL LIABILITY 9 1911 eJ6Caos i/Ll,4ifc cllGtC6C9c// .�/pa4 New York NV 10017 -2070 USA GL 7 EACH OCCURRENCE $2,000,000 CLAIM &MADE ❑X OCCUR REM I`dENE PISES Ea occurrence $1,000,000 X MED EXP(Any one parson) Excluded Blanket Contractual Llebllity X Host Liquor Uabillly Included PERSONAL B ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY 1:1 PR0. JECT R❑ LOC PRODUCTS - CONNOR AGO $2,000,000 OTHER: A AUTOMOBILE LIABILITY CA 7742129 All other States 06/01/201606/01 /2017 COMBINED SINGLE LIMIT Ea accdent $5,000,000 BODILY INJURY( Per person) A X ANYAUTO CA 7742125 06/01/ 201606 /01/2017 OWNED SCHEDULED MA BODILY INJURY (Par accident) A AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY CA 7742126 VA 06/01/2016 06/01/2017 PRCPERTV DAMAGE Per accident A X UMBRELLA LIAB X OCCUR BE19086930 06/01/2016 06/01/2017 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED I X RETENTION$10,000 e B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICEWMEMBER E %CLUDEO9 � (Mandatory in NH) NIA WCO20681807 All Other States WCO20681808 ME 06/01/2016 06/01/2016 06/01/2017 06/01/2017 X STATUTE EH. E.L. EACH ACCIDENT $1,000,000 E.L. DISEAS &EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be aaached if more space is required) The insurance maintained by 3PMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and /or agreements in place: Blanket Additional insured where required. coverages are Primary and Non- contributory where required. Blanket contractual Liability, Host Liquor Liability is included in the General Liability policy, Waiver of subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s) , Ground Lessor(s), vendor(s)I Clients and any other party as required by the signed contract, lease and /or agreement are listed as additional insured as their interests ma appear )no when pplicable. r Z-1 2- Z-0/ O 2 d) N lU to d U CERTIFICATE HOLDER ! ✓I ®11RKIIVE11 CANCELLATION 0 ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE Evidence of Insurance for ) t9" Y /�. POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE JPMorgan Chase & Co. and subsidiary, affiliated and associated companies therof �, ry ' (Ti 270 Park Avenue 9 1911 eJ6Caos i/Ll,4ifc cllGtC6C9c// .�/pa4 New York NV 10017 -2070 USA ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY ADD Risk Services Northeast, Inc. NAMED INSURED IPMorgan 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 I NAIC # INSURER NSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. WSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EEFECTWE DATE M.WDD /YYYY POLICY EXPIRATION DATE MMIDD /YYYY LBYIIT9 WORKERS COMPENSATION A N/A wc020681809 CA 06/01/2016 06/01/2017 g N/A WC20681810 AZ IL NJ NY TX 06/01/2016 06/01/2017 C N/A wc02O681811 FL 06/01/2016 06/01/2017 g N/A WCO20681812 MA No ON WA WI WY 06/0172016 06/01/2017 g N/A WCO20681813 MN 06/01/2016 06/01/2017 ACORD 101 (2008101) © 5008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD < IWOxc.RAN CHASE&CO. Pe: Liability Insurance maintained by JPMorgan Chase & Co. To whom it may concern: Under service, lease or customer agreements, 7PMorgan Chase may be required to maintain liability Insurance coverage which is extended to the interest of these third parties as required by a signed agreement. To fully represent the existence and currency of JPMC's Insurance, we have arranged for our insurance broker to provide you with an Evidence of Coverage (EOC), which can be viewed and printed from the following website: https: itaon line,aon.com using log in User Name EOCJPMC -Liab and Password Jpmc2279 (please note the password is case sensitive). As you will note, the EOC confirms that the following provisions are part of JPMC's Commercial General Liability insurance policy and that our service, lease or customer agreement obligations extend coverage to protect other interests have been satisfied: A. Blanket Additional Insured where required B. Coverages are primary and non - contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is included in the General Liability policy E. Waiver of subrogation is Included where required F. The Clients, Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party as required by the signed service, lease, or customer agreement are listed as additional insured as their interests may appear and when applicable. The existence of more than one Insured or other interests shall not serve to increase the limits of liability of the policy. Thank you. JPMorgan. Chase & Co. FAQs Regarding Evidence of Coverage for JPMorgan Chase & Co. 1. What is an Evidence of Coverage (EOC)? An EOC is an ACORD certificate of insurance that is available on the internet. The certificate is issued to the Named Insured rather than to a Certificate Holder, 2. What are the key benefits of an EOC document? 0 It is available 24 hours a day, 7 days a week (subject to web site maintenance and updates). 0 No waiting for verification of coverage. jj The online process simplifies the generally paper - intensive Certificate process, although a recipient can print a hard copy EOC if desired. 0 Neither our client nor Aon need to track or respond to requests. 3. How long will the EOC be available for access? For the duration of the policy, unless otherwise requested by JPMorgan Chase & Co. or Aon. 4. What happens at renewal time when coverage expires? Based on instructions to the Aon service learn by JPMorgan Chase & Co., Aon will post a new EOC when coverage renews. The policies stated in the EOC are in force as of the date printed on the EOC. The username and password will remain unchanged unless our client has requested this and you are thus provided with a new one. 5 What if the EOC does not meet my needs and I require a certificate to be issued with my firm as the certificate holder? Contact information is provided on the EOC page for each client. Please contact those listed to discuss your needs. 6. Can the EOC document be printed? Yes. Click on the Printer iron from the Adobe menu bar and the page is formatted to print on 8 %" x 11" paper. 7. When was the standard ACORD form Introduced for EOC? Beginning in January 2012, EOCs are produced in the format of a standard ACORD certificate form. 8. How do I know if I have Additional Insured status if my company's name does not appear on the EOC? If Additional Insured status is granted, it is granted by a blanket Additional Insured Endorsement to the policy. Insurance maintained by JPMorgan Chase & Co. provides Additional Insured status where required, per the terms of signed contracts, leases and /or agreements. The EOC indicates that the insurance policies have been extended to provide Additional Insured status to those entities with whom JPMorgan Chase & Co. has a written contract in place. Please review the Description of Operations section of the EOC carefully as it lists a number of specific policy provisions provided to those parties that have a written contract in place with JPMorgan Chase & Co., including: A. Blanket Additional Insured where required B. Coverages are primary and non-contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is Included in the General Liability policy E. Waiver of Subrogation is included where required F. The Landlord, Landlords Agent(s), Landlords Londer(s), Ground Lessor(s), Vendors, Clients, and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable. 9. What are the financial ratings of the carriers listed on the EOC? Ratings are available through A.M. Best Company at 4"__. mbest.com. The financial ratings of the carriers are not guaranteed. /-"I ® DATE(MM/DD/YYYY) 14� CERTIFICATE OF LIABILITY INSURANCE 06/16/2025 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 CONTACT 13 NAME: Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 FAX 800-363-0105 8 New York NY Office (A/C.No.Ext): A/C.No. One Liberty Plaza E-MAIL 0 165 Broadway, suite 3201 ADDRESS: _ New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: National Union Fire Ins Co of Pittsburgh 19445 JPMorgan Chase & Co. INSURER B: AIU Insurance Company 19399 and subsidiary, affiliated, and associated companies thereof INSURER C: 383 Madison Ave INSURER D: New York NY 10179-0001 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570114953940 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $5,000,000 CLAIMS-MADE �OCCUR PREMISES Ea occurrence) $1,000,000 X Blanket Contractual Liability MED EXP(Any one person) EXC1 uded PERSONAL&ADV INJURY $5,000,000 CtD GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $50,000,000 co POLICY ❑JE ❑X LOC PRODUCTS-COMP/OP AGG $5,000,000 v OTHER: ^o A 013593978 06/01/2025 06/01/2026 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY - - $5,000,000 ADS Ea accident A X ANYAUTO 013-59-3977 06/01/2025 06/01/2026 BODILY INJURY(Per person) 0 Z SCHEDULED MA OWNED BODILY INJURY(Per accident) 0 AUTOS ONLY AUTOS R HIRED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident A X UMBRELLA LAB H OCCUR 33576381 06/01/2025 06/01/2026 EACHOCCURRENCE $10,000,000 U EXCESS LAB CLAIMS-MADE SIR applies per policy terns & condi ions AGGREGATE $10,000,000 DED I X RETENTION B WORKERS COMPENSATION AND 013626322 06/01/2025 06/01/2026 X PER STATUTE OTH- EMPLOYERS'LIABILITY Y/N ADS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 B OFFICER/MEMBER EXCLUDED? N N/A 013626323 06/01/2025 06/01/2026 (Mandatory in NH) MN E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I I I E.L.DISEASE-POLICY LIMIT $1,000,000- DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana, its officers, officials, employees and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' Compensation policies. Tu Tran °�Tranllysigned en Date:2025.10.03 APPROVED Nguyen 10:55:33-07'00' By Tu Tran Nguyen at 10:54 am, Oct 03,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE r Ris Management Division 20 Civic Center Plaza e9a JL Santa Ana CA 92702 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE W(MMIDDIYY) A�" CERTIFICATE OF LIABILITY INSURANCE 02/15/2024 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 CONTACT NAME: DIRECT PLACEMENT PHONE FAX JAI., IC No Ext: A/C,No): E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Park Assurance Company 11923 INSURED INSURER B JPMorgan Chase&Co.and all of its subsidiaries INSURER C: 383 Madison Avenue INSURER D: New York,NY 10179 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDD/POLICY EFF POLICY EXP LTR YYYY MM DDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- ❑ LOG PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MFMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Bankers Professional Liability Each Wrongful Act $25,000,000 A Insurance 144 02/15/2024 02/15/2027 and in the aggregate DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Errors and Omissions Insurance. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:55 am,Oct 03,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE DocuSigned by: 20 Civic Center Plaza Santa Ana,CA 927025"', p ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE OS/28/2025 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 CONTACT NAME: DIRECT PLACEMENT PHONE FAX AIC No Ext: (A/C,No E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Park Assurance Company 11923 INSURED INSURER 6 JPMorgan Chase&Co. INSURERC: and subsidiary,affiliated,and associated companies thereof INSURER D 383 Madison Avenue INSURER E New York, NY 10179 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICYNUMBER MM/DDIYYYY MM/DDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Cyber Liability Insurance Each loss and $25,000,000 A 160 07/01/2025 07/01/2026 in the aggregate DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:55 am,Oct 03,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Clty of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE DocuSigned by: 20 Civic Center Plaza Santa Ana,CA 92702 ©1988-2015 AC O ATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. JPMorgan chase & Co. POLICY NUMBER see certificate Number: 570114953940 CARRIER NAIC CODE see certificate Number: 570114953940 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 ADDL SUBR POLICY NUMBER POLICY POLICY LIMITS LTR TYPE OF INSURANCE EFFECTIVE EXPIRATION INSD WVD DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) WORKERS COMPENSATION B N/A 013626321 06/01/2025 06/01/2026 WI ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 01 3-62-6320 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to agreement, the insurance afforded to such include as an additional insured the person(s) or additional insured will not be broader than organization(s) shown in the Schedule, but only that which you are required by the contract with respect to liability for "bodily injury", or agreement to provide for such additional "property damage" or "personal and advertising insured. injury" caused, in whole or in part, by your acts B. With respect to the insurance afforded to these or omissions or the acts or omissions of those additional insureds, the following is added to acting on your behalf: Section III — Limits Of Insurance: 1. In the performance of your ongoing If coverage provided to the additional insured is operations; or required by a contract or agreement, the most 2. In connection with your premises owned by we will pay on behalf of the additional insured or rented to you. is the amount of insurance: However: 1. Required by the contract or agreement; or 1. The insurance afforded to such additional 2. Available under the applicable limits of insured only applies to the extent permitted insurance; by law; and whichever is less. 2. If coverage provided to the additional This endorsement shall not increase the insured is required by a contract or applicable limits of insurance. CG 20 26 12 19 O Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 013-62-6320 COMMERCIAL GENERAL LIABILITY CG24041219 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 Q Insurance Services Office, Inc., 2018 Page 1 of 1 ENDORSEMENT This endorsement, effective 1 2:01 A.M. 06/01/2025 forms a part of Policy No. 013-59-3977 issued to JPMORGAN CHASE & CO. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. 4. AUTHORIZED REPRESENTATIVE 62897 (6/95) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 06/01/2025 forms a part of Policy No. WC 013-62-6322 Issued to JPMORGAN CHASE & CO. By A I U INSURANCE COMPANY We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1. PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2. BECAUSE OF INJURY OCCURRING BEFORE YOU ENTERED INTO SUCH A CONTRACT. This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A 16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. WC 00 03 13 Countersigned by (Ed. 04/84) Authorized Representative WC 00 03 13 (Ed. 04/84) Authorized Representative ACORO® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/29/2026 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 w� p y, 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 CONTACT 'a NAME: Aon Risk Services Northeast, Inc. PHONE FAX N New York NY Office (A/C.No.Ezt): (866) 283-7122 (A/C.No,): 800-363-0105 'a One Liberty Plaza E-MAIL 2 165 Broadway, suite 3201 ADDRESS: New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: National Union Fire Ins Co Of Pittsburgh 19445 7PMorgan Chase & Co. and subsidiary, INSURER B: AIU Insurance Company 19399 affiliated, and associated companies thereof INSURER C: 270 Park Avenue New York NY 10017 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570121449030 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 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 INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 024575545 06/01/2026 06 O1 2027 EACHOCCURRENCE $5,000,000 A 024575546 06/01/2026 06/01/2027 DAMAULIONIENILL) CLAIMS-MADE PREMISES(Ea occurrence)OCCUR $1,000,000 X Blanket Contractual Liability MED EXP(Any one person) Excluded PERSONAL&ADV INJURY $5,000,000 p P'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $50,000,000 POLICY ❑PRO ECT X❑LOC PRODUCTS-COMP/OPAGG $5,000,000 N OTHER: o r A 024575547 06/01/2026 06/01/2027 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $5,000,OOO ADS (Ea accident) A X ANYAUTO 024-57-5549 06/01/2026 06/01/2027 BODILY INJURY(Per person) O X OWNED SCHEDULED MA BODILY INJURY(Per accident) Z AUTOS ONLY AUTOS N HIREDAUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY (Per accident) U N UMBRELLA LAB OCCUR EACH OCCURRENCE U EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION B WORKERS COMPENSATION AND 024575543 06/01/2026 06/01/2027 X PER STATUTE ORTH- EMPLOYERS'LIABILITY v/N A05 $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT B OFFICER/MEMBER EXCLUDED? N N/A 024575552 06/01/2026 06/01/2027 (Mandatory in NH) MN E.L.DISEASE-EA EMPLOYEE $1,000,000 ID SCdescribender $1,000,000 ESC RIPTION U OPERATIONS below E.L.DISEASE-POLICY LIMIT oft DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ME Named Insured Includes: 7PMorgan Chase Bank, National Association. RE: A-2021-285, Work or operations performed by or on �N'y behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. The Cit of Santa Ana, its officers, officials= employees and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of City of Santa Ana in accordance with the policy provisions of the General Liability, Automobile Liability and Workers' Compensation policies. Should General Liability, Automobile Liability and r CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE all� 20 Civic Center Plaza �y Santa Ana CA 92701 USA V. �,� la �L APPROVED By Tu Tran Nguyen at 12:15 pm,Jun 29,2026 ©1988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Northeast, Inc. JPMorgan chase & Co. and subsidiary, POLICY NUMBER See Certificate Number: 570121449030 CARRIER I NAIC CODE See Certificate Number: 570121449030 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. POLICY POLICY FsSR ADDL SUBR POLICY NUNIBER LIMITS LTR TYPE OF FNSURANCE L\SD R'{'D EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) MM/DD/YYYY WORKERS COMPENSATION B N/A 024575544 06/01/2026 06/01/2027 WI ACORD 101(2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC#: A o ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Northeast, Inc. JPMorgan chase & Co. and subsidiary, POLICY NUMBER see certificate Number: 570121449030 CARRIER NAIC CODE see certificate Number: 570121449030 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations/Locations/Vehicles: workers' compensation policies be cancelled before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be delivered to certificate holders in accordance with the policy provisions of each policy. ACORD 101(2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT This endorsement, effective 12:01 A.M. 06/01/2026 forms a part of Policy No. 024-57-5545 issued to JPMORGAN CHASE & CO. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. kW4J2'1-*0-&4 Authorized Representative or Countersignature (in States Where Applicable 74434 (10/99) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. This endorsement, effective 12:01 AM 06/01/2026 forms a part of Policy No. WCO24575543 Issued to JPMORGAN CHASE & CO. By A I U INSURANCE COMPANY We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE ENTERED INTO A CONTRACT, A CONDITION OF WHICH REQUIRES YOU TO OBTAIN THIS WAIVER FROM US. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED: 1 .PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2.13ECAUSE OF INJURY OCCURRING BEFORE YOU ENTERED INTO SUCH A CONTRACT. This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A 16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by statute or other applicable law, such as for use in wrap-up insurance programs. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah. y WC 00 03 13 (Ed. 04/84) Countersigned by Authorized Representative POLICY NUMBER: 024-57-5545 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 2 ❑ A. Section II - Who Is An Insured is amended to maintenance or repairs) to be performed by include as an additional insured the person(s) or or on behalf of the additional insured(s) at organization(s) shown in the Schedule, but only the location of the covered operations has with respect to liability for "bodily injury", been completed; or "property damage" or "personal and advertising 2. That portion of "your work" out of which injury" caused, in whole or in part, by: the injury or damage arises has been put to 1. Your acts or omissions; or its intended use by any person or 2. The acts or omissions of those acting on organization other than another contractor or your behalf; subcontractor engaged in performing in the performance of your ongoing operations operations for a principal as a part of the for the additional insured(s) at the location(s) same project. designated above. C. With respect to the insurance afforded to these additional insureds, the following is added to However: Section III - Limits Of Insurance: 1. The insurance afforded to such additional If coverage provided to the additional insured is insured only applies to the extent permitted required by a contract or agreement, the most by law; and we will pay on behalf of the additional insured 2. If coverage provided to the additional is the amount of insurance: insured is required by a contract or 1. Required by the contract or agreement; or agreement, the insurance afforded to such additional insured will not be broader than 2. Available under the applicable limits of that which you are required by the contract insurance; or agreement to provide for such additional whichever is less. insured. This endorsement shall not increase the B. With respect to the insurance afforded to these applicable limits of insurance. additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: 024-57-5545 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to agreement, the insurance afforded to such include as an additional insured the person(s) or additional insured will not be broader than organization(s) shown in the Schedule, but only that which you are required by the contract with respect to liability for "bodily injury", or agreement to provide for such additional "property damage" or "personal and advertising insured. injury" caused, in whole or in part, by your acts B. With respect to the insurance afforded to these or omissions or the acts or omissions of those additional insureds, the following is added to acting on your behalf: Section III - Limits Of Insurance: 1. In the performance of your ongoing If coverage provided to the additional insured is operations; or required by a contract or agreement, the most 2. In connection with your premises owned by we will pay on behalf of the additional insured or rented to you. is the amount of insurance: However: 1. Required by the contract or agreement; or 1. The insurance afforded to such additional 2. Available under the applicable limits of insured only applies to the extent permitted insurance; by law; and whichever is less. 2. If coverage provided to the additional This endorsement shall not increase the insured is required by a contract or applicable limits of insurance. CG 20 26 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 024-57-5545 COMMERCIAL GENERAL LIABILITY CG20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM PER THE WRITTEN CONTRACT YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or B. With respect to the insurance afforded to organization(s) shown in the Schedule, but only these additional insureds, the following is with respect to liability for "bodily injury" or added to Section III — Limits Of Insurance: "property damage" caused, in whole or in part, If coverage provided to the additional insured is by "your work" at the location designated and required by a contract or agreement, the most described in the Schedule of this endorsement we will pay on behalf of the additional insured performed for that additional insured and is the amount of insurance: included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional insured only applies to the extent permitted whichever is less. by law; and This endorsement shall not increase the 2. If coverage provided to the additional applicable limits of insurance. insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 0 Insurance Services Office, Inc., 2018 Pagel of 1 POLICY NUMBER: 024-57-5545 COMMERCIAL GENERAL LIABILITY CG24531219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. CG 24 53 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 06/01 /2026 forms a part of Policy No. 024-57-5547 issued to JPMORGAN CHASE & CO. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or"loss" if: (1) The "accident' or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident'or"loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE 62897 (6/95) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 POLICY NUMBER: 024-57-5547 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Co- verage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: JPMORGAN CHASE & CO. Endorsement Effective Date: 06/01/2026 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU HAVE AGREED IN WRITING TO ADD AS AN ADDITIONAL INSURED, BUT ONLY TO COVERAGE AND MINIMUM LIMITS OF INSURANCE REQUIRED BY THE WRITTEN AGREEMENT, AND IN NO EVENT TO EXCEED EITHER THE SCOPE OF COVERAGE OR THE LIMITS OF INSURANCE PROVIDED IN THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule of Section II - Covered Autos Liability Coverage in is an "insured" for Covered Autos Liability Cover- the Business Auto and Motor Carrier Coverage age, but only to the extent that person or organ- Forms and Paragraph D.2. of Section I - Covered ization qualifies as an "insured" under the Who Is Autos Coverages of the Auto Dealers Coverage An Insured provision contained in Paragraph A.1. Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 ENDORSEMENT This endorsement, effective 12:01 A.M. 06/01 /2026 forms a part of Policy No. 024-57-5547 issued to JPMORGAN CHASE & CO. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident We will not ask any insurer that has issued other insurance to such additionalinsured to contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. J&4J2'1-*0-&4 Authorized Representative or Countersignature (in States Where Applicable) 74445 (10/99) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1