HomeMy WebLinkAboutC-8609-1 - PSA for Banking Serviceso� PROFESSIONAL SERVICES AGREEMENT
WITH JPMORGAN CHASE BANK, N.A. FOR
1 BANKING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 8th day of October, 2019 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and JPMorgan Chase Bank, N.A., a national banking association ("Consultant"), whose
address is 3 Park Plaza, 9th Floor, Irvine, CA 92614, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant for Banking Services ("Project")
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on August 31, 2024 (the "Initial Term"), unless terminated earlier as set forth
herein. This Agreement may be extended by mutual agreement of City and Consultant
for ten, one-year periods after the Initial Term. The terms, conditions and pricing of any
extension shall be as mutually agreed upon for each such extension.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). The Services or Work will be performed in accordance with this Agreement
and Consultant's Account Terms, Addendum to Account Terms (United States of
America) and Consolidated Service Terms (collectively, the "Account and Service
Terms") attached hereto as Exhibit B and incorporated herein by reference. City may elect
to delete certain Services within the Scope of Services at its sole discretion. For the
avoidance of doubt, the Services or Work to be performed under this Agreement do not
include credit card processing or merchant card processing. The performance of credit
card processing or merchant card processing services will be subject to separate
agreements between City and Consultant or its affiliate.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services within the dates and times mutually agreed to
by the parties in writing. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) business days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) business
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit C and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Four Hundred Sixty -Six
Thousand Two Hundred Fifteen Dollars and 00/100 ($466,215.00), (the "Maximum
Compensation Amount") without prior written authorization from City. No billing rate
changes shall be made during the term of this Agreement without the prior written
approval of City. Notwithstanding the foregoing, Consultant is not obligated to perform
any Service and may discontinue performance under this Agreement if the expected fees
for such Service, together with fees previously paid by City during the applicable term
would exceed the Maximum Compensation Amount with respect to such term. Consultant
will resume performance under this Agreement once City authorizes an increase to the
Maximum Compensation Amount to a mutually agreeable amount to sufficiently
compensate Consultant. If the term of this Agreement is extended as specified elsewhere
JPMorgan Chase Bank, N.A. Page 2
herein, the Maximum Compensation Amount for Services performed during such
extension shall be as mutually agreed to by the parties at the time of such extension.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Invoices shall be in the form of account analysis
statements (a sample of which is attached to Consultant's proposal) made available to
City through Consultant's online portal for each monthly billing period. City authorizes
Consultant to (a) apply City's earnings credit allowance against the amounts reflected in
the account analysis statements and (b) automatically debit from City's accounts on the
fifteenth (15th) calendar day of each month (unless the parties agree otherwise) any
amounts that remain unpaid after Consultant applies the earnings credits allowance for
such billing period. Earnings credit allowance shall be calculated and applied on a
monthly basis and are not carried forward to future billing periods.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit C to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit C.
5. RELATIONSHIP MANAGER
5.1 Consultant shall designate a Relationship Manager, who shall coordinate
all phases of the Project. This Relationship Manager supervises the overall performance
of the Services and shall be available to City at all reasonable times during the Agreement
term. Consultant has designated Heather Usiski to be its Relationship Manager.
Consultant shall not remove or reassign the Relationship Manager or any personnel listed
in Exhibit A or assign any new or replacement personnel to the Project without the prior
written consent of City. City's approval shall not be unreasonably withheld with respect to
the removal or assignment of non -key personnel with prior written notice to City. If prior
notice is not practicable under the circumstances, Consultant shall promptly notify City as
soon as practicable.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Relationship
Manager and any other assigned staff shall be equipped with a cellular phone to
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communicate with City staff. The Relationship Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance Department. City's Finance
Director or designee shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards to the extent binding upon Consultant in its
performance of the Services.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to perform the Services. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents, and
employees (collectively, the "Indemnified Parties), from and against any and all claims
JPMorgan Chase Bank, N.A. Page 4
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim- collectively, "Claims"), to the extent the same are caused by the negligence,
recklessness, or willful misconduct of the Consultant or its principals, officers, agents,
employees, vendors, suppliers, subconsultants, subcontractors, anyone employed
directly or indirectly by any of them or for whose acts they may be liable, or any or all of
them, in the performance of the Services. Consultant's liability under this Section and
Section 25 shall not exceed, in the aggregate, One Million Dollars.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties or to be liable for any indirect,
incidental, consequential, exemplary, punitive or special damages, including lost profits,
regardless of the form of action or theory of recovery, even if Consultant has been advised
of the possibility of those damages or the same are reasonably foreseeable.. Nothing in
this indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely with, and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
JPMorgan Chase Bank, N.A. Page 5
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit D, and incorporated herein by reference, subject to mutually
agreeable modifications.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
Notwithstanding the foregoing, Consultant may, without prior written approval, assign this
Agreement to a successor in interest in connection with a merger, reorganization,
consolidation, or a disposition of a particular business to which this Agreement relates,
and may assign this Agreement to an affiliate or subsidiary. In the event of such an
assignment, Consultant shall notify City, and if City objects to such assignment, it shall
have the right to immediately terminate this Agreement.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
JPMorgan Chase Bank, N.A. Page 6
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City. For purposes of this
Agreement, references to "subcontractor" and "subcontract" shall refer to a third party or
an agreement with such third party, if any and as applicable, engaged by Consultant to
specifically aid in the performance of services under this Agreement, but shall not include
any third party engaged by Consultant, from time to time, in the performance of certain
operational, technological, incidental, or back office functions that assist Consultant 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. Nothing in this Agreement shall restrict Consultant from engaging any Third
Party Service Provider or require any approval in connection therewith.
17. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information or as otherwise
provided in this Agreement, Consultant may, without City's authorization, disclose
Documents and other information: (a) to regulatory authorities having jurisdiction over
Consultant or its affiliates, (b) to the extent required by applicable law or by any subpoena
or other legal process, provided that Consultant provides prompt written notice to City
thereof, unless notice is prohibited by the applicable law, subpoena or other legal process,
so that City may seek a protective order or other appropriate remedy, (c) to Consultant's
affiliates and its and its affiliates' employees, agents or subcontractors who need to know
the information in connection with the performance of the Services or (d) for internal audit,
compliance, operational, fraud prevention or risk management purposes. Consultant shall
be responsible for any breach of this provision by Consultant's affiliates and its and its
affiliates' employees, agents or subcontractors who receive Documents and other City
information from Consultant pursuant to this provision.
18. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement ("Intellectual
Property") to the extent such liability arises from City's use of Intellectual Property in a
manner permitted under this Agreement and any written instructions provided by
Consultant or its agents related to such usage ("Approved Use") and a third party claims
that such Approved Use infringes upon the third party's patent, trademark, or copyright
("Infringement Claim"). Consultant is not obligated to defend or indemnify City, its agents,
officers, representatives and employees against liability arising from any Infringement
Claim that (a) any such party agrees to settle without Consultant's prior written consent
or (b) is premised on: (i) any customization, integration, enhancement, modification or
add -on that is made to or used with the Intellectual Property at City's request or provided
by a party other than Consultant; (ii) use of a version of the Intellectual Property no longer
JPMorgan Chase Bank, N.A. Page 7
supported by Consultant, or (c) use of the Intellectual Property in combination with any
hardware, software or other materials and/or services not supplied by Consultant where,
absent such combination, the Intellectual Property would not be infringing. Consultant's
liability under this Section shall not exceed One Million Dollars in the aggregate.
19. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. in accordance with its record retention policies. Subject
to its record retention policies and retention periods established thereunder for each
category of records, Consultant shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any longer
period required by law, from the date of final payment to Consultant under this Agreement.
All such records and invoices shall be clearly identifiable. Consultant shall allow a
representative of City to examine, audit and make transcripts or copies of such records
and invoices during regular business hours. at mutually agreeable times. Subject to its
record retention policies and retention periods established thereunder for each category
of records, Consultant shall allow inspection of all Work, data, Documents, proceedings
and activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement. The scope of any examination, audit or
inspection shall exclude examination reports, internal audit reports, records relating to
Consultant's performance of services for other customers or other customer accounts, or
any records that Consultant is legally precluded from disclosing to third parties. Further,
each examination, audit or inspection is: (a) subject to Consultant's receipt of a written
request from City specifically describing the information required, (b) solely for the
purpose of verifying Consultant's compliance with this Agreement and (c) subject to
Consultant's security procedures and record retention policies. Consultant 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. City shall reimburse
Consultant for the reasonable cost of complying with any examination, audit or inspection.
20. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums. and
the City Manager or designee will notify Consultant of its appeal decision within thirty (30)
days of the appeal date. Consultant reserves the right to pursue legal remedies if it is not
reasonably satisfied with the appeal decision. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its investments
during the time period, from the date of withholding of any amounts found to have been
improperly withheld.
JPMorgan Chase Bank, N.A. Page 8
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense that City reasonably determines is
greater than what would have resulted if there were not errors or omissions in the Work
accomplished by Consultant, the additional design, construction and/or restoration
expense shall be borne by Consultant. Nothing in this Section is intended to limit City's
rights under the law or any other sections of this Agreement.
22. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
23.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Subject to the
limitation of liability in Section 9.1, Consultant shall indemnify and hold harmless City for
any and all claims for damages resulting from Consultant's violation of this Section.
24. NOTICES
24.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
24.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Finance Director
Finance Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
JPMorgan Chase Bank, N.A. Page 9
Attn: Heather Usiski or CB Gov't Industry Executive
JPMorgan Chase Bank, N.A.
3 Park Plaza, 9th Floor, CA2-4894
Irvine, CA 92614
25. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant and City
expressly agree that in addition to any claims filing requirements set forth in the
Agreement, Consultant shall be required to file any claim Consultant may have against
City in strict conformance with the Government Claims Act (Government Code sections
900 et seq.).
26. TERMINATION
26.1 In the event that either party fails or refuses to perform any of its material
obligations under this Agreement at the time and in the manner required, that party shall
be deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) business days, or if more than two (2) business days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) business days after receipt of written notice
of default, specifying the nature of such default and the steps necessary to cure such
default, and thereafter diligently take steps to cure the default, the non -defaulting party
may terminate the Agreement forthwith by giving to the defaulting party written notice
thereof.
26.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) business days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall, subject to its record retention policies and retention periods established thereunder
for each category of records, deliver to City all reports, Documents and other information
developed or accumulated in the performance of this Agreement, whether in draft or final
form, to the extent the same are deliverables under this Agreement and have not been
previously delivered or made available to City.
27. STANDARD PROVISIONS
27.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
27.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
JPMorgan Chase Bank, N.A. Page 10
enacted to the extent binding upon Consultant in its performance of the Services. In
addition, all Work prepared by Consultant shall conform to applicable City, county, state
and federal laws, rules, regulations and permit requirements and be subject to approval
of the Project Administrator and City. To the extent that City, county or other local laws,
rules, regulations and requirements currently, or in the future, impose obligations upon
City's consultants which are not expressly set forth in this Agreement, Consultant will, if
notified of such requirements, endeavor to comply with the same, except to the extent
that it reasonably concludes that compliance with such requirements subject it to
additional obligations, liability or expense or impose upon it reporting requirements of
confidential or non-public information or information that it does not currently monitor. If
Consultant makes such determination, and the parties are unable to resolve these issues
through mutually agreeable amendments to this Agreement, either party may terminate
this Agreement upon notice to the other, and such termination shall be deemed to be a
without cause termination.
27.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
27.4 Integrated Contract. This Agreement, including Exhibits A through D and
any other attachments attached hereto, represents the full and complete understanding
of every kind or nature whatsoever between the parties hereto, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
27.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other Exhibits
or attachments attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
27.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
27.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
27.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
JPMorgan Chase Bank, N.A. Page 11
27.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall make all reasonable efforts to not discriminate against
any subcontractor, employee or applicant for employment because race, religious creed,
color, national origin, ancestry, physical handicap, medical condition, marital status, sex,
sexual orientation, age or any other impermissible basis under law.
27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
27.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
JPMorgan Chase Bank, N.A. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTO NEY'S OFFICE
Date: 71 Z Zp 2
By: jy—"o,sr
Aaron C. Harp
City Attorney
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: (0
By: --
Scott Catlett
Director of Finance/Treasurer
ATTEST: 411 CONSULTANT: JPMorgan Chase Bank,
Date: 3•y, %23 N.A., a national banking association
Date:- - 2/
By: By:1 l Lu�� ILI
Leilani I. Brown Heather D. Usiski
City Clerk P®�,T Executive Director
t-
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P
[END OF SIGNATURES]
Attachments:
Exhibit A
- Scope of Services
Exhibit B
- Account and Service Terms
Exhibit C
- Schedule of Billing Rates
Exhibit D
- Insurance Requirements
Exhibit E
- Consultant's Response to City's Request for Proposals
JPMorgan Chase Bank, N.A. Page 13
EXHIBIT A
SCOPE OF SERVICES
JPMorgan Chase Bank, N.A. Page A-1
EXHIBIT A
SCOPE OF SERVICES
GENERAL BANKING SERVICES
1. General Requirements: The City has three (3) separate banking relationships that shall be
consolidated under this Agreement:
a. Relationship #1 represents the City's primary banking relationship with 12 demand deposit
accounts. There is one ZBA master and two ZBA subsidiary accounts.
A summary of the accounts under Relationship #1 is listed below:
1. Returned Items
2. General Account
3. Payroll Account
4. Asset Forfeiture (Needs to be interest bearing per Federal Guidelines)
5. External Withdrawal
6. Parking Meter Revenue — Third Party Administrator (TPA) Deposits
7. Property Evidence (Police Department Administered)
8. Warrant Account (Police Department Administered)
9. Restaurant Business Improvement District (TPA Managed)
10. Corona del Mar Business Improvement District (TPA Managed)
11. Workers' Comp (TPA) Disbursement Account
12. Parking Cites and Parking Pass Administration Deposits (TPA)
b. Relationship #2 represents accounts that required branch locations that were not available through
relationship #1 when the accounts were originally established. There are three accounts, all of which
are administered by different third party vendors of the City.
A summary of the accounts under Relationship #2 is listed below:
1. General Liability (TPA) Disbursement Account
2. Pet Licensing (TPA) Billing
3. Emergency Medical Services (TPA) Billing
c. Relationship #3 represents one account (Bill Pay Concentration Account) used for e-lockbox
processing services only.
Contractor shalt
1. Comply with all applicable federal and state regulations regarding the provision ofthe
proposed services,
2. Establish 18 or more demand deposit accounts to meet the banking requirementsand
maintain accurate records of activity in those accounts,
3. Offer ZBA services, and
4. Offer online banking services with mobile access.
2. Deposit Services: The City primarily makes coin and currency deposits using an armored car provider.
On average, the City makes 185 deposits per month. The City's armored car provider is Garda. The
City's parking vendor, AmeriPark, also makes bulk coin deposits via armored car. Parking deposits are
transported by AmeriPark's contracted provider. Dunbar, and deposited to City accounts at the bank.
Coins are sorted and counted by AmeriPark prior to deposit at the vault.
The City anticipates a minimal number of branch deposits, less than 5 per month on average. The City's
Police Department may need to occasionally utilize branch locations for deposits of confiscated cash.
The City collects approximately $151,232 each month in coin and currency that is deposited at the
branch and vault between the Garda and Dunbar deliveries. All deposits are made in tamper evident
bags.
The City orders approximately $1,817 in coin and currency per month for delivery through Garda.
The City deposits approximately 8,538 checks per month, most of which have been deposited using
remote deposit capture ("RDC") or image cash letter ("ICL") through the City's Iockbox operations.
The City's current Iockbox provider relies on the City's primary bank to process the ICL deposits. If the
vendor selected for Service Group 2 has the capability of processing ICL deposits, this volume level will
be handled by that firm. The City would like to deposit 100% of checks received outside of the Iockbox
using remote deposit capture in the future. The majority of the City's check scanning is done with a
Cannon CR-1901 i terminal. The City also maintains a Cannon CR-55 as a backup scanner for use only
as needed.
The City may expand the use of RDC or ICL to two of the City's third party administrators. The City's third
party administrators will require an alternative process for depositing checks unfit RDC or ICL has been
successfully set up.
Through this RFP, the City is interested in exploring the use of deposit reconciliation services to identify
and track deposits from individual locations. There are approximately 10 unique locations that will need to
be tracked.
The City has implemented an "e-Iockbox" solution to facilitate the electronic processing of payments
from consumer bill payer systems for both Utility and Business License streams of payments. There
are 2,111 items on average per month that go through the City's "e-Iockbox". The City receives separate
files with payment information for each of the two payment types accepted. The e-Iockbox activity may
be awarded to the vendor selected for Service Group 1 or 2.
Contractor shall:
1. Process an estimated 8,537 checks per month though remote deposit capture or image cash
letter,
2. Process the collection of an estimated $151,232 in coin and currency per month at a
local branch or vault location,
3. Fulfill orders for currency and coin through the City's armored car provider, and
4. Provide deposit reconciliation services for at least 10locations.
3. Disbursement Services: The City disburses approximately 1,412 checks per month for accounts
payable, payroll, and various other purposes. The City has third party ad min istrators that require check
writing capabilities for City accounts. The City uses Payee Positive Pay for fraud protection. A positive
pay disbursement file is being generated and delivered every Thursday by the City. The City's third
party administrators would like to implement automatic transmission of positive pay disbursement
files.
The City pays employees on a biweekly basis. The City makes approximately S2.5 million in
payments to employees. Nearly 100% of employees are on direct deposit.
Contractor shall:
1 Provide payee positive pay services with online transmission of check details.
2. Provide positive pay exception item review and correction online,
3. Provide online stop payment services,
4. Provide electronic archival of cleared checks (images of front and back).
5. Provide online access to cashed check images. and
6. Return of redemption date file.
4. Electronic Transfer of Funds: The City processes approximately 2,666 ACH Credits each
month, primarily for payroll purposes. Payroll ACH disbursements are sent with 2-day settlement:
the remaining ACH disbursements have 1-day settlement. The City has not utilized same day
settlement for ACH disbursements in the past. The City requires an ACH credit exposure limit of
$10 million.
The City initiates or receives on average 4 domestic wires per month. The City has not historically
sent or received international wires.
All payments processed by the City require dual authorization to be released.
Contractor shall:
1. Accept and send ACH transactions,
2. Provide ACH debit blocking and fraud filter services, and
3. Provide a secure electronic method for wiring funds and initiating intra-bank transfers.
5. Reporting: The City requires access to daily reports of balances and transaction information,
including current and prior day reporting of ledger balance, available balance, and summaryand
details of credits/debits posted. The City reconciles its accounts on a daily basis. The City
currently downloads electronic files in PDF and Excel formats from previous day reporting and
would be interested in automating this process through direct transmission.
The City utilizes the Tyler Munis ERP system and will be updating to the 2018 version in the near
future. The City is interested in leveraging the new ERP system by using more automated processes
and workflows and less manual intervention.
Approximately 10 City employees have access to the bank's online reporting system. The City
has 3 individuals identified as system administrators overseeing employee access.
Required services include:
1. Provide online balance reporting services,
2. Allow approximately 2D City employees with different levels of authorization to access
the bank's online reporting system,
3. Provide current day and prior day reporting with the ability to view activity online
and export to Excel for at least 180 days.
4. Provide account reconciliation services for disbursements and deposits (full,
partialor positive pay, depending on account),
5. Provide online monthly activity statements and reports for all accounts by the
third business day of the following month,
6. Provide details of all transactions from monthly statements in Excel format.
Details required include check number and merchant ID for merchant card
deposits,
7. Provide detailed event notifications (email preferred) regarding Returned Items
(including check image) and Debit/Credit Memos (with detailed explanation), and
8. Provide a detailed monthly account analysis statement for each individual account
anda consolidated statement showing charges for all account services.
6. Bank Balances: Over the last year, bank balances have fluctuated from $5.8 million to $11.6
million with an average of approximately $8.3 million. The City is willing to consider holding these
balances as compensating balances or using an automated sweep into a money market mutual
fund or repurchase agreement.
Contractor shall.-
1 - Provide a competitive earnings credit rate for uninvested balances.
2. Provide an overnight investment service (sweep) and/or interest bearing account
for excess cash balances in the demand deposit accounts. and
3. Collateralize uninsured collected balances in accordance with California
Government Code.
MERCHANT CARD SERVICES
1. General Information: The City processes approximately S22 million in merchant card volume
annually. The table below summarizes the annual dollar amount and annual transactions foreach
card type.
Card Type
Annual Sales
Annual Transactions
MasterCard
$5.96 million
196,872
Visa
$15.47 million
501,600
Discover
$0.14 million
7,668
American Express
$0.39 million
45,444
Total
$21.96 million
751,584
The City processes merchant card transactions using twenty-one (21) merchant identification
numbers. The City currently uses and owns eight (8) VERIFONE VX520 terminals for card present
transactions.
In addition to the eight (8) terminals mentioned above, various departments throughout the City are
using specialty third -party payment software/applications that meet their requirements. All of the
current third -party software applications and their corresponding gateways are listed below:
Department / Location
Software Application /
Vendor
Current Gateway
Internet - City Website
Whitman
TSYS
Internet - City Website
Quest
TSYS
Internet - onlinebiller.com
InfoSend
TSYS
Library - Print Stations
Millennium
TSYS
Library - Kiosks
Millennium
USA Technologies
Internet - Active.net
Active.net
Active.Net
Internet - MINDBODY
MINDBODY
TSYS
Internet - ParkMobile
ParkMobile
TSYS
Parking - Meters
IPS
IPS Group
Parking - Pay Stations
I T2
Chase Paymentech
Internet - pticket.com
Turbo Data Systems
Authorize.Net
Internet - iPERMIT
Accela
Elavon
Internet - mlflagnb.com
sportsengine
Sporting Edge
Internet - Marina Park/Harbor
MadnaWare
Stripe
Electric Vehicle Charging Stations
ChargePoint
EVGO
Internet - Catalina Flyer Parking
ParkMobile Reservation
Chase Paymentech
Internet - NBPD Alarms
CryWolf
12G
In addition to the third -party applications listed above, the City has several internally developed and
maintained web portals that accept payments online. The City's internal applications are able to
work with any processor.
The City is currently a Level 3 PCI entity. The City is completing a separate Self -Assessment
Questionnaire (SAQ) for each of its MIDs. The City would prefer to complete only one SAQ for all
MIDs. The City currently has quarterly security scans completed by ScanData.
2. Requirements: The City will require that Contractor provide services on a pass- through
basis (versus bundled pricing) and that all fees paid to card -issuing banks, card
associations, and the payment processors be disclosed. Monthly statements are needed
foreach individual merchant location and a consolidated statement showing charges for all
accounts. Merchant processing fees will be invoiced to the City and paid monthly
Contractor shall:
1. Provide Payment Card Industry Data Security Standard (PCI DSS) compliant
merchant card services or contract with a third party processor to doso.
2. Process credit card payments (MasterCard, Visa. and Discover),
3. Process payments initiated from the City's gateway providers,
4. Process online payments,
5. Process debit card transactions via swipe and PIN -based methods,
6. Transfer funds to a designated City bank account,
7. Provide robust online reporting tools and option of downloading transaction / report
data,
8. Provide a detailed online monthly invoices for each individual merchant location
and consolidated statement showing charges for all account services.
9 Clearly split out interchange and assessment fees on monthly invoices through a
pass- through pricing model. and
10. Provide reliable technical support for PCI DSS compliance efforts (ad hoc service.
service provider relationship support) and provide detailed online compliance
reporting tools.
EXHIBIT B
ACCOUNT AND SERVICE TERMS
JPMorgan Chase Bank, N.A. Page B-1
ACCOUNT TERMS
V1.5_09_16_17
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 and supersedes all previous drafts, discussions and negotiations, whether oral or written, between them in connection with
the opening of Accounts and receipt of Services. 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 fortes (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 or termination of Services.
The Account Terns, 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.
1. 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 forth 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, drafts, 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: (i) 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: such revocation shall be effective when the Bank has received such
notice and has had a reasonable opportunity to act upon it
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
Page 1 of 37
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 as that of the Customer, whether or not authorized.
An authenticated SWIFT or host-tahost (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 For SWIFT, the security procedure shall be the authentication
procedures established by SWIFT.
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.
22 Confirmations. If the Customer, other than with respect to security procedures, chooses to confine 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 jurisdictions in which the Items are handled for collection. 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: (i) in contemplation of receiving funds for the Customer's credit and those funds are
not actually received by the Bank. or (ii) in reliance on a transaction which is subsequently returned, reversed. set aside or revoked, or if the Bank
does not receive funds for the Customer's 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 to the relevant Account until
it has received final, non -reversible, payment in accordance with applicable law and market practice.
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.
Page 2 of 37
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 dearly 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.
52 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 d identifies a person
different from the beneficiary, the beneficiary's bank or intermediary bank identified by name.
&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. Further, (i) the Bank may execute such foreign exchange
transactions in such manner as the Bank determines in its sole discretion: and (ii) the Bank may manage the associated risks of the Bank's own
position in the market in a manner it deems appropriate without regard to the impact of such activities on the Customer. The Bank may also earn
a profit which may be imbedded in the applicable rate and/or spread. 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 recredit 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. Follovnng 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, including without limitation the Foreign Account Tax Compliance Act ("FATCA") and is authorized
to perform any other function (including debiting, blocking or suspending the Accounts) as required by applicable law or practice of any relevant
government. regulatory, judicial or 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
62 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 pursuant to the Account Terms. the Service Terms
and any Account Documentation shall be in full without set-off or counterclaim. and free of any withholding or deduction (collectively a
Page 3 of 37
'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:
(i) ensure that the Deduction is made.
(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.
fi.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 advises ("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 parry to the Bank. Internet Account
Statements or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when
the Account Statements are posted on the internet and the Bank sends an electronic mail notification of availability to the Customer, or when the
Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer, an image of
an Item or information identifying the Item (i.e. Item number, amount and date of payment) is a sufficient substitute for the actual Item
Overdrafts.
M Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. 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 or to provide notice of any
refusal to permit an overdraft. in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and
payable by the Customer to the Bank, unless otherwise agreed in writing. 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 speck 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.
&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
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. and their respective agents. employees. officers and directors 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
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compliance with legal, tax and regulatory requirements, including without limitation FATCA, and for the Bank's operational purposes, risk
management and compliance with internal policies: (i) 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 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, or satisfy the legal obligations, 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 Affshoring. Subject to applicable laws, including without limitation FATCA, 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, and
customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), 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, loss of business or loss of goodwill), in each
case, 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, expense or liability of any nature to the other for its
failure to perform or delay in the performance of its obligations resulting from an act of God, act of govemmental or other authority. de jure or de
facto, legal constraint, civil or labour disturbance, fraud or forgery (other than on the part of the other party or its employees), war, terrorism,
catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure or malfunction, including inability to obtain or interruption
of communications facilities. or failure of any agent or corespondent, or unavailability or failure of or the effect of rules or operations of a payment
or funds transfer system, including non -availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable
control.
12. Indemnity.
The Customer indemnifies and holds 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 attomeys' fees) (collectively, 'Losses") arising out of or resulting
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; or (ii) the Bank's payment of any taxes. interest or penalty otherwise due from the Customer paid
on the Customer's behalf, or forwhich the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation.
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 emails). through intemet 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 noted 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: (i) a breach of the Account Terms, Account Documentation or Service Terms
by the other party: (ii) the other parry's inability to meet its debts as they become due. receivership. administration, liquidation. or voluntary or
Page 5 of 37
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 legal, tax or regulatory requirements, 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 parry'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 dosing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed
to by the parties) and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination shall
not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect.
In the absence of Instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account, or issue a cashier's check,
sending it to the address of the Customer 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.
15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts in certain circumstances, including where: (i) there appears to be a dispute
relating to an Account, including disputes regarding the persons authorized to issue Instructions: (iQ legal process affecting the Account is received
by the Bank, including a levy, restraining notice or, order of a court or other competent authority; (iii) the Account is being used as collateral to
secure indebtedness to the Bank or its affiliates; (iv) documentation requested by the Bank 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 field; 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.
1& 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.
1&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 in the Account Terms, the Service Terms and any Account Documentation shall include any successors of the
Bank, including assignees or successors of JPMorgan Chase Bank. N.A. or its affiliates or any person who under the laws of its jurisdiction of
incorporation or domicile, has assumed the rights and obligations of the Bank or its affiliates hereunder or to which the same has been transferred.
The Bank may. at any time. assign or transfer all or any of its rights and obligations hereunder to an affiliate of JPMorgan Chase Bank. N.A..
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
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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. the Service
Terns and any Account Documentation. References to Schedules. Sections. Subsections and Clauses are to Schedules. Sections, Subsections
and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa
If any provision of the Account Terris, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable
the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation 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 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 Banks 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 rase 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 (a) 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. and (b) not to use the Accounts to send payments
with certain characteristics. 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. The rights and remedies in the Account Terms. the Service Terms and any Account Documentation
are cumulative and are not exclusive of any other rights or remedies provided by applicable law.
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 any
judgment 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 forth 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 hereon. 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
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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 natural persons), 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
Authorized Person or signatory on an Account.
Information. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to time,
inter alia, regarding the Customer's organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial
owner(s) of the Customer, the Customer's customers, and their beneficial owners, including relevant natural or legal persons, and the Customer
shall procure and fumish the same to the Bank in a timely manner. 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. The Customer will notify the
Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer
in a capacity other than previously disclosed to the Bank, including but not limited to monies being held for the benefit of third parties, whether as
fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from
undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further conditions as it may impose, including,
without limitation, execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits
or receipt of funds. 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.
If the Customer faits to provide or consent to the provision of any information required by this Section, the Bank may dose any Account or suspend
or discontinue providing any Service without further notice.
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 an Authorized
Person 'dick" 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; Reimbursement.
If the Bank determines that 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 incurred in connection with the resolution of such
disputes or in connection with the Bank's response to, any legal process, including subpoenas, interrogatories and other written questions,
garnishments, attachments, levies, writs, restraining notices. court orders. civil investigative demands, requests or demands from regulators or
law enforcement, or summonses, complaints or petitions relating to an Account.
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 recredit to the
Account, even if that reversal results in an overdraft.
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ADDENDUM TO ACCOUNT TERMS
United States of America
V1.8 06_29_18
Accounts maintained by the Customer with the Bank are subject to the Bank's Account Terms. This addendum ("Addendum") amends or supplements
the Account Terms with respect 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 provided. Capitalized terms used in this Addendum, and not otherwise defined, have the
meanings set forth in the Account Terms. By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be
bound by. the Account Terms which includes this Addendum, each as may be amended or supplemented from time to time.
Section 2 of the Account Terms (Instructions; Security Procedures) is amended by adding the following provision:
2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those
expressly agreed by the Customer and the Bank.
Section 3 of the Account Terms (Deposits) is amended by adding the following provisions:
3.4 Verification: Adiustments. Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket. Credits for
Items received for deposit or collection (whether or not accompanied by a deposit ticket) are subject to verification and the Bank's receipt of
final payment of deposited Items. The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occurring
during processing or otherwise, but the Bank has no obligation to do so for de rrinimis 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 in 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. Endorsement must be placed on the back of Items 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 losses related to encoding errors, including any loss due to delay
in processing caused by an encoding error.
3.8 Return or Chame Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or
return cash letters. The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized
signatures, endorsements or alterations.
3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means. The Bank has
no duty to inspect such Item during the 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 laws, and rules, policies, operations and practices of the applicable
clearing or settlement systems or payment networks (collectively "Rules & Regulations")_
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 absence of the Bank's express agreement, the Customer will be solely responsible for any loss or claim
in connection with its use of substitute checks.
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 written acknowledgement of 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 that may be incurred 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.
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3.14 Electronically -Created Items. The Customer should not deposit electronically -created items (ECIs) to its account, as such tern is defined in
Federal Reserve Regulation CC. ECIs are included in the definition of an Item. If the Customer does deposit an ECI, the Customer authorizes
the Bank to debit the Customer's account for any claim, return or adjustment related to the ECI, 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 the Customer's deposit of the ECI.
3.15 ATM Cards. The Bank may issue one or more automated teller machine ("ATM") cards ("Cards") and personal identification 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 that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and
fees resulfing from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be
limited by the Bank, in its sole discrefion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such
cancellation. The Customer agrees to obtain possession of 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. 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.
3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account that are directly or indirectly related to unlawful
Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. The term "unlawful Internet gambling,"
as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb).
Section 4 of the Account Terms (Payment of Items) is hereby amended by adding 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 holder 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
holder a fee for cashing the Item.
4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or
(ii) limits the amount for which an Item can be issued, the Customer acknowledges that any such requirements are solely for the Customer's
own intemal control purposes. The Customer agrees that, provided that the Bank follows its usual and customary procedures for processing
and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding
the applicable limit.
4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as Positive Pay and Reverse Positive Pay, which
are reasonably designed to prevent payment of unauthorized or altered Items. Customer agrees that failure to use such Services will
constitute Customer negligence contributing to the making of an unauthorized signature or the alteration of an Item, and the Customer will
assume the risk that Items paid against its Account may be unauthorized or altered. In that event, the Customer will be precluded from
asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items The Bank shall not be
required to re -credit Customer's Account or otherwise have any liability for paying such Items to the extent such Services would likely have
prevented such loss.
4.8 Obscured Endorsements. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of
processing delays caused by the Customer's: (i) issuance of an Item in such a manner that information, marks or bands on the back of the
Item obscure endorsements: or (ii) placement of an endorsement on the back of the Item which obscures other endorsements.
4.9 Negotiation Outside of U.S. If an Item 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
Rules & Regulations, 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 with respect to an Item if: (i) the Bank has a reasonable
opportunity to act on such Instruction prior to its payment or encashment, which shall be at least one (1) full Business Day following the
Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is
complete and is delivered to the location designated by the Bank. 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, unless otherwise
provided. will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank receives Customer's
revocation of a stop payment Instruction The Customer may request. through the Bank's call center or other authorized representative, a
non-renewable stop payment, which will be effective for a 1 B0-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 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.
Page 10 of 37
4A 1 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 caused by the alteration or unauthorized
signature or endorsement 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 the extent to which their respective
failures to exercise ordinary care contributed to the loss. The Bank may process any Item by electronic means and is not required to inspect
the Item payed by automated payment processing.
Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions:
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 issue a check as agent for the Customer
in accordance with the Instruction. 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
presented for payment 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 Credit Entries Received Through Automated Clearing House EACH) System 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 PriorityMmed. 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 execute 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.
5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company
LLC ("RTP System") will be processed pursuant to the RTP Operating Rules and any other applicable Rules & Regulations. to which the
Customer agrees to be bound. If the Customer receives a payment through the RTP System on behalf of another person or entity. such
other person or entity must be a resident of, or otherwise domiciled in the United States. In the further transmission of any such payments.
the Customer agrees to comply with all applicable US laws and regulations, including, without limitation. those administered by the US Office
of Foreign Assets Control.
5.11 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law
set forth in Section 16.1, the goveming law set forth in Section 16.1 will govern.
Section 7 of the Account Terms (Account Statements) is amended by adding the following provisions:
7.2 Images 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 examinations 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 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) any errors. unauthorized payments. charges.
alterations. discrepancies or irregularities reported on the Account Statement ("Errors-). 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 the Item was
reported to have been paid. 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 with 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 fads 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
Customer shall be barred from bringing any action against the Bank
Page I 1 of 37
7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six (6) or more
months, the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Account has no activity
other than charges assessed or interest credited by the Bank for a period of twelve (12) or more months, the Customer may be unable to
access the Account until the Customer contacts the Bank.
7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account -related 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, telephone, through intemet sites, or as
otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of
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 Account Terms (Account Disclosures) is amended by adding 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 telephonictelectronic 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 exceed 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 Designation. 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 Account Terms (Goveming Law) is amended by replacing Section 16.1 with the following provision:
16.1 Except as otherwise agreed in writing by the Bank and the Customer. 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). Each of the Customer and the Bank irrevocably and unconditionally submits to the exclusive jurisdiction
and venue of any State or Federal court sitting in the City of New York, New York over any action, suit, proceeding, claim or controversy
arising out of or relating to the Account Terms which includes this Addendum. 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.
Section 16 of the Account Terms (Goveming Law) is amended by adding the following provision:
Page 12 of 37
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.
Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions:
17.15 When the Customer provides the Bank any information requested by the Bank under its 'Know Your Customer" or Anti -Money Laundering
or other compliance polices pertaining to any natural or other persons, the Customer represents and warrants to the Bank that the Customer
has obtained that person's consent that the Bank may make continued use of that person's information in order for the Bank to discharge
any of its responsibilities in connection with "Know Your Customer" or Anti -Money Laundering, or other compliance purposes
1716 Beneficial Ownership. Customer agrees to adhere to the FinCEN Customer Due Diligence final rule which requires certain entities to provide
and certify beneficial ownership information to the Bank at 10% and provide information on a controller when opening a new USD account.
The Bank is required to collect and validate certain information (e.g. Name. Address, DOB. SSN or Passport # for non US individuals) for
new accounts impacted by the rule. If an entity is exempt from rule, the Bank may require documentation to support the exemption.
17.17 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 Customers Account, and shall not provide its customers with
check stock, drafts, wire transfer capabilities or any other means which would enable its customers to draw on the Customers 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 prohibited without the express written approval of the Bank.
17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not provide any investment, tax or accounting
advice or recommendation in relation to the Accounts or any investments made under any Service.
17.19 ERISA Status. The Customer will notify the Bank in writing, reasonably in advance of the Account opening, if any Accounts or monies it
holds or places with the Bank are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA'). together with
all the rules promulgated thereunder, or Section 4975 of the Internal Revenue Code. together with all the rules promulgated thereunder The
Bank may, in its sole discretion and subject to such further conditions as it may impose. including, without limitation, execution of further
documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds.
17.20 Additional Representation for ERISA Benefit Plans.
(i) If the Customer is or represents a "benefit plan,' as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regulations Section
2510.3-101, as modified by Section 3(42) of ERISA (together, the "Plan Asset Rules" and each such benefit plan investor, a "Benefit Plan'),
or is acting on behalf of one or more Benefit Plans. the Customer represents and warrants that:
(1) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan.
(2) the Benefit Plan fiduciary (the "Plan Fiduciary") is independent of the Bank, and is not an individual acting for his or her own Individual
Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940
(the "Advisers Act"), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal
agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing,
acquiring or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the Advisers Act or. if not registered
as an investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as
an investment adviser under the laws of the state in which a maintains its principal office and place of business: (d) a broker -dealer
registered under the Securities Exchange Act of 1934. as amended: or (e) has, and will at all times have, total assets of at least U.S.
550,000.000 under its management or control.
(3) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and
Services:
(4) the Plan Fiduciary is a "fiduciary" with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the
Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan.
(5) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms. and
(6) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide impartial investment advice or to give advice in
a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of the Bank. as
disclosed in the Account Terms and Service Terms.
(ii) The representations and covenants in the above clauses are intended to comply with the U S Department of Labor's Reg. Sections 29
C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8. 2016 (81 Fed Reg 20,997) If these regulations are revoked or repealed, these
representations shall be deemed no longer in effect.
Page 13 of 37
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 deterruned 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
retumed 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:
• 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.
Page 14 of 37
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 payable to the Customer will be available on the first business day after the day of deposit. The excess
over S5,000 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 S5,000 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 Fifteenth business day after the day of deposit.
G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward process any Item over S99,999,999.99 and considers such Items
as "non -cash items." Such Items should not be deposited in the Account. If Customer does deposit such an Item, the Bank may refuse to
process such Item or handle it as a collection Item. If handled as a collection Item. Customer credit and availability will be deferred
accordingly.
This Availability Policy and availability schedules may be changed without notice.
m 2018 JPMorgan Chase & Co. All rights reserved.
JPMorgan Chase Bank. N.A. Member FDIC.
Page 15 of 37
Consolidated
Service Terms
J P Morgan Chase provides an array of treasury services to meet your business needs This booklet
contains important information about J P Morgan Chase solutions that we provide If you would like
to add a service that is covered in this booklet. please contact your Commercial Banking
Representative
TREASURY SERVICES (United States)
Commercial Bank
V4.9_1 31_19
Page 16 of 37
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 Terns. 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 CUSTOMERS
A. ACH Origination
B. ACH Transaction Blocking & ACH Transaction Review
C. Lockbox
D. Coin & Currency
E. Positive Pay, Reverse Positive Pay and Payee Verification
F. Controlled Disbursements
G. Image Cash Letter
H. Check Print
I. ACH Tax Payment
J. Virtual Remit Service Terms
K. Electronic Channels
Page 17 of 37
Service Perms — ConsoGdeftd Service Tears Booklet
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
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.
f . 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
• any returned or reversed Credit Entries
Page 18 of 37
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.
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.
S. 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.
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 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
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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, () 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).
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.
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 TRANSACTION BLOCKING & ACH TRANSACTION REVIEW
ACH Transaction Blocking is a Service that allows a Customer to block and return ACH debit and credit 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.
1. ACH Transaction Blocking:
(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 or that the ACH credit was refused.
(b) Company IDs. If the Customer elects an option that blocks or allows ACH debits or credits from specified companies, the Customer must
supply the Bank with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The Company
ID will be the sole criterion for blocking debit and credit 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 for each such Originator.
The Customer understands that Company IDs are not unique and that a Company ID may identify more than one Originator. and one Originator
may have multiple Company IDs. The Customer understands that Company IDs are not a perfect filler and that transactions from Originators
may be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies. The Bank will not be responsible for
transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID.
(c) Transactions Not Affected by Blocking. ACH debit and credit blocks do not apply to certain transactions. The following types of ACH-
related transactions will not be blocked:
• debits or credits to the Customer's account to offset any ACH credit or debit Entries originated by the Customer through Bank :
• reversals of previously received ACH credit or debit Entries.
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• returns or reversals by the RDFI of ACH debit or credit Entries originated by the Customer through the Bank;
• Reclamation Entries (debits);
• debits or credits to the Customer's account initiated by the Bank or Bank's agent or affiliate to correct processing errors, effect back
valuations, make other adjustments or, with respect to debits. for fees, charges or other amounts the Customer owes the Bank or Bank's
affiliates; and
• 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.
2. ACH Transaction Review:
(a) Service. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit
transactions it wishes to review or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below.
(b) Review and Return Process. 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 cut-off time on
the same day as transaction infomtation is made available of those transactions, if any, that are unauthorized and that the Customer wishes
to return. The Bank is entitled to rely on any instructions which it receives and which 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 instruction from the Customer will remain posted or be
returned based on the Transaction Review profile default decision setting established by the Customer.
(d) ACH Transactions Not Subject to Review. The following types of ACH transactions will not be made available for the Customers 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 or affiliate 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 or Bank's
affiliates; and
• if the Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that
service.
(e) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. 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 Customers account that the Bank posts pursuant to its internal
procedures in order to comply with applicable law, regulations or payment system rules or guidance.
C. LOCKBOX
Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the
Customers remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting
to the Customers deposit account.
1. Service. The Bank will maintain the Post Office Box for the Customers 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
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failure to pay the USPS for such services or any other action taken or not taken by LISPS. 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 property addressed in order to prevent delays in processing.
Deposit; Endorsement The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks
eligible for this service (the "Items") and credit the funds to the Customer account or process for collection the Items received, except: i) Items
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 hems; 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 calts 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 change 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
lckbox 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 onginal 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 Tenn 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 Customers 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.
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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.
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 seated 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
Page 23 of 37
(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 Customers 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 or Recycler Machine. 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. 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 receive Advance Credit only for Cash placed in Deposit Cassette (as
defined below) component of the machine. The Customer's courier is authorized to transmit the Cash information only with regard to the
Deposit Cassette component of the machine 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 at the Customer's expense. For purpose of these Service Terms, "Deposit Cassette" is the component of the machine
whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit
Cassette.
2.4. Deposit Presentment and Processing through the use of a Smart Safe or Recycler Machine. The Customer agrees that once the
Cash is in the Deposit Cassette component of the machine, 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 Deposit Cassette component of the machine 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, the receipt provided to the Customer or its agent upon initial presentment or the
transmission received from the courier on the Customer's behalf, the currency will be re-counted for discrepancies over the minimum amount
specified in the Cash Vault Services Product Guide. the "Threshold" amount, the Customer's representative designated in the service
implementation questionnaire will be noted of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold
amount or less, the Bank will not adjust the Customer's account, the Bank will retain the discrepancy amount, and no adjustment fee will be
charged_ 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.
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 ii 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.
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
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer. in accordance with the provisions set forth in these Service Terms, with one or more
of the services listed below (each a "Service") that help prevent check fraud on deposit accounts by identifying discrepancies between checks ("Items")
presented to the Bank for payment from the Customer's demand deposit account associated with the Service (the 'Account") and those Items that are
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issued by Customer. The provisions of the Bank's account documentation, including terms and conditions governing the operation of business accounts
and services as well as other service guides or material (the "Account Documentation") are incorporated into these Service Terms by reference. By
signing the applicable Account Documentation or by using or continuing to use any of these Services. the Customer agrees to these Service Terms.
1. Services.
With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented
for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items 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 Items being presented. As a condition precedent for receiving Payee Verification.
the Customer must be receiving Positive Pay in connection with the same Account.
2. Issuance Information.
The following information is defined as "Issuance Information" for each Item: i) Account number on which the Item is drawn: ii) Item serial number,
iii) dollar amount; iv) issue date, (not as part of Reverse Positive Pay); and v) for Payee Verification only, the payee name. 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 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 Items they have issued.
3. Discrepancies.
For Positive Pay and Payee Verification, if an Item is 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 to the Bank 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 ("Presentment Decision'). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision
is requested, 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 not 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 by the Customer which it receives and which it 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.
4. Payee Verification Additional Terms.
For Payee Verification. Customer acknowledges that Items which 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 Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be
liable for failing to detecting any discrepancy between the Item and the Issuance Infornation or for processing and payment of 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 Customers Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected
under this Service. With regard to Payee Verification, 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 set-up requirements) and will otherwise
be limited to those parameters specifically agreed to by the Customer and Bank.
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
decides to stop pay an Item that it has already issued, the Customer is required to place a 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 Item 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 temms, in lieu of signature examination, will constitute the
exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account.
7. 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 and the account is under the Positive Pay or Payee Verification Service.
the Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller line. If an Item is presented for encashment at
one of the Bank's branch locations at the teller line and the account is under the Reverse Positive Pay Service. (i) the Customer authorizes the Bank to
pay such Item pursuant to the Bank's policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented
through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnity and hold harmless the
Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the-counter. The Bank may charge a person who cashes
an Item drawn on the Customer's Account a fee at the time of encashment.
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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 indemnity 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.
G. IMAGE CASH LETTER
1. Service.
These terms govem 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
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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.
S. 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.
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 ANTI -MONEY LAUNDERING LAWS AND
REGULATIONS APPLICABLE TO IT AND SUCH ANTI -MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND
CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING 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
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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,
NOTHWITHSTANDING 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 (I)
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 shalt 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:
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. 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.
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 forth ("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.
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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.
S. 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 Terns 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 terns 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's; (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 cashiers check, the Bank is authorized to reject the creation of such cashiers check; (e)
fully funded cashiers 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 cashiers 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 cashiers check will be communicated to the Customer for further research and reconciliation; (h) if
any cashiers check is returned as undeliverable. the cashiers check will remain outstanding in the Bank's cashiers check account and escheated
according to applicable laws and regulations. If the payee of a cashiers check claims that the cashiers check was lost, stolen or destroyed before
the funds are escheated, such claim will be handled in accordance with the Bank's procedures.
I. ACH TAX PAYMENT
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 Gearing 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 Customers account in accordance with any instructions issued in Customers 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, 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).
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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 anytime 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 intemet 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.
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 intemet, and the Customer assumes all such risks. The Customer shall make an independent
assessment of the adequacy of the intemet 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.
S. 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 files 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: (i) 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.
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 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.
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
specked 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
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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.
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.
J. VIRTUAL REMIT SERVICE TERMS
Virtual Remit is a remote scanning service that processes remittances and promotes Customers' efficiency in their businesses. Through this service.
the Customer's remittance deposits can be imaged and transferred to the Bank via a Bank supplied data platform for further processing and posting to
the Customer's deposit account.
1. Service
The Bank, which may include designated agents of the Bank, will provide Customer with Virtual Remit services for domestic transactions (the
"Service") in accordance with the provisions set forth in this document (the "Service Terms"). 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 U.S. 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 ("Item Image") and related data
to Bank. The provisions of the Lockbox Service Terms. Account Terms, Client Access Service Terms, and any other applicable Service Terms as
may be amended from time to time (collectively, the "Account Documentation") are incorporated into these Service Terms by reference. By signing
the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent
there is a conflict between the Account Documentation and these Service Terns, the provisions of these Service Terms will prevail.
Customer agrees that after the Item Image 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 for the
secure storage and destruction of the original Items.
Customer agrees that a copy made from the Item 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.
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.
2. Processing
Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and
specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute checks, electronic
images or photos -in -lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve Bank.
Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet
the Bank's or any transferee's standard processing requirements, in processing such Items. Customer assumes all risk of loss or delay and
authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer. (c)
process the Items as photos —in -lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images
and the use of a mobile device in conjunction with the Service are governed by the Client Access Service Terns. as may be amended from time to
time.
3. Deposit Time
Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank's system and validated by the Bank.
Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion
of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank's designated cut 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 (i.e.. the date deposit is credited). If Bank receives and
validates 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
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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.
4. Foreign Items
The Service only accepts and processes Items drawn on U.S. chartered banks.
S. Warranties.
5.1 Customer represents and warrants to Bank that:
• Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service's function;
• Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the
Item was truncated;
• The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICRdine information required
for a substitute check and the accurate amount of the Item;
• The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating
Circular 3. and for a substitute check set forth in Regulation CC:
• 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;
• Customer will not redeposit through this Service any Item previously deposited and returned to Customer;
• Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthorized access
or duplicate presentment;
• Customer will only transmit Items that originated as paper checks:
• Customer will comply with all applicable laws and regulations;
• Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty,
statute, regulation or authority; and
• If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that with respect
to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees
all prior endorsements; Customer has established an anti -money laundering program in compliance with anti -money laundering laws
and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect
and prevent money laundering, including "know -your -customer" policies and procedures, monitoring of transactions for suspicious
activities and reporting of suspicious activities. which Customer believes effectively prevents the use of Customer's operations.
personnel or facilities for money laundering purposes.
6. 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.
7. Disclaimer.
Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices
or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties
of merchantability and fitness for a particular purpose and non -infringement. Bank and its subcontractors also do not guarantee that Customer's
access to the Services will be uninterrupted, error free or secure.
8. Indemnification.
Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney's fees and expenses of litigation) resulting
from: breach of any of the warranties made by Customer pursuant to these Service Terms or the Lockbox Service Terms; any claim pertaining to
any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Ad, Federal Reserve Board
Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit,
truncating or reconverting bank.
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9. Customer Liability.
Customer shall be solely responsible if any item 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, warranty claims or return. Information and data reported under these Service Terms' (a) may be received prior to
final posting and confirmation and are subject to correction and (b) are 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 Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original
Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim
involving the Item.
10. 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.
11. 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.
12. Audits. Customer agrees that the Bank shall have the right to audit Customer's books, records. processes and procedures for managing and
maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer's and Customer's agents.
if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service.. Customer
agrees that the use of scanners, including mobile devices, in conjunction with this Service is limited to the United States.
K. ELECTRONIC CHANNELS
1. Service and Service Terms.
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 J.P. Morgan Access® Onlines", J.P. Morgan Accesse Mobiles", J.P. Morgan Host-
to-Hostimanaged file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products
available via the Service. The Service is governed by these terms (the "Service Terms"), which incorporate the Bank's terns governing the business
accounts and services, including service terns that govern the Bank's processing of Instructions transmitted via the Service (collectively, the
"Account Documentation"), 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. Capitalized terms used in these Service Terns. and
not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer.
2. Security Procedures and Other Controls
2.1. General. The security procedures for each channel are 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. Controls
unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such
in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided
to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security
Procedures.
2.2. Security Procedures for Access Online and Mobile Channels.
2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Online channel
is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.5 below), a token code generated
by a Bank issued or approved security device ("Security Device") assigned to that Authorized User and Bank transaction review as
specified in Section 2.4
2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer's name via the Access Mobile channel
is either (i) validation of the registration with the Bank of the mobile device, a biometric identifier, and the private swipe key of an
Authorized User (as defined in Section 2.5 below) and transaction review as specified in Section 2.4 or (ii) validation of a user ID and
confidential password of an Authorized User (as defined in Section 2.5 below), a token code generated by Security Device assigned
to that Authorized User and transaction review as specified in Section 2.4
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2.2.3. Controls Offered to Customer. For Access Online and Mobile. the Customer may choose to apply certain controls offered by the
Bank to the Customer from time to time designed to reduce the Customer's risk of erroneous or unauthorized transactions. The
Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature
and scale of the Customer's business, including the size, type and frequency of payment orders normally issued to the Bank, and the
nature of its technical environment. internal accounting controls and information security policies and procedures (collectively,
"Customer Internal Controls"). The Security Procedure that is established by agreement of the Customer and the Bank herein is
established in view of the Customer Internal Controls applied by the Customer.
2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer and API Channels. The Security Procedure
for verifying payment Instructions given in the Customer's name via the Host-to-Host/managed file transfer and API channels is authentication
of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the "Signature
Certificate") and transaction review as provided in Section 2.4. 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 a corresponding security key
(the "Transport Certificate") and 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".
2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates
and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic
specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the
applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information
in the manner and form designated by the Bank. 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 ("Security Administrator"), notwithstanding that such Security
Administrator may be a third party agent acting on behalf of the Customer.
2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer 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 aflow 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.
2.4. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also
includes transaction review based on various risk characteristics. The transaction review shall 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.
225. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures and Security
Devices are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security
Administrators ("Authorized Users"), or, (ii) in the case of the Host-to-Host/managed file transfer and API channels, only by the Security
Administrators. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure
or a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device or any aspect of the Security
Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own
physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used
in the transaction process from unauthorized access and use.
2.6. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in
Section 2.7 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank
of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time
as the Bank has received such notice and has had a reasonable opportunity to act upon it.
2.7. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i)
designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service
that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect
to the Access Online and Mobile channels; (iv) managing the Customer's Certificates and corresponding Security Keys with respect to the
Host-to-Host/managed file transfer and API channels: (v) receiving and distributing materials, notices. documents and correspondence
relating to the Security Procedures; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable
Account Documentation. The Security Administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users for the
Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after
reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices and materials and
deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts.
2.8. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the
Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction.
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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, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT
ANY PART OF THE SERVICE WILL BE ERROR -FREE, WITHOUT DELAY 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 Customerto access and use the Service in accordance
with the Bank's recommended system configuration. 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. The Customer shall at
all times maintain current and effective anti -virus, anti-spyware or other security 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
and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or
use of Customer's or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons
outside of the Bank's control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program
that harms the Bank. 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 arising, directly or indirectly, from the Customer's
use of Customer's or third -party software or program. The Bank may in its discretion provide training or information on best practices to the
Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.
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 given to the
Bank's in the Customer's name and verified through the applicable Security Procedure.
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, warrants and covenants to the Bank that: (i) 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; (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; and (iv) the
Security Procedures offered to the Customer conform to the Customers wishes and needs and the Customer has not requested Security
Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants 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 spec 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
set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users.
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 relating to or in connection with these Service Terms solely arising outside the United States 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 (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other
than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in
the People's Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic
and Trade Arbitration Commission ("CIETAC") for arbitration in accordance with its rules in effect at the time an application is made, with the
place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan
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shall be irrevocably submitted to the exclusive jurisdiction of the courts of the Stale of New York and the United States District Court located
in the borough of Manhattan in New York City. 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 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
7.1. Accepting use of the Bank's SMS text notification service and/or Access Mobile channel constitutes the Customer's authorization for the Bank
to send Data, message notifications and alerts through any communication service providers, including both Intemet 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 Access Mobile, 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.
Exhibit A - Jurisdiction Specific Provisions
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. 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 4.2 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."
C. Malaysia/Labuan
In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references
in the Service Terms to "Bank," shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service
is provided in Labuan. references in the Service Terms to "Bank," shall mean J.P Morgan Chase Bank, NA.. Labuan Branch. The Service
provided by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes
not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website.
D. Republic of China (Taiwan)
Section 4.2 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.
E. European Union.
The Customer acknowledges that it is not a "consumer" for the purpose of the European Unions 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 e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com.
Details of the Bank's processing activities of personal data can be found in its EMEA Privacy Policy. which is available on the Bank's
website at www jpmorgan com/privacy/EMEA. The Bank's EMEA Privacy Policy may be updated or revised from time to time without
prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customers
underlying data subjects.
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(ii) The Customer agrees that it has established rights necessary to provide personal data to the Bank and that the Customer will provide
any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described
in and for the purposes detailed in the Bank's EMEA Privacy Policy. Both the Customer and the Bank will comply with as respective
obligations under applicable privacy laws.
(D201 B 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.
Page 37 of 37
EXHIBIT C
SCHEDULE OF BILLING RATES
JPMorgan Chase Bank, N.A. Page C-1
EXHIBIT C
SCHEDULE OF BILLING RATES
GEAEML
Service Average Proposed
Description Monthly Volume Unit Cost
GENERAL ACCOUNT SERVICES
Account Maintenance
171
55.0000
Z13A Master Account
1
1 55.0000
ZBA Sub Account
21
55.0000
DEPOSITORY SERVICES
Branch Deposits
6
$2.5000
Deposits - Electronic Web
141
$0.0200
Deposit Correction
3
NO CHARGE
Deposited Items - On Us / Remole Deposit Capture
178
50.0500
Deposited Items - Transit ! Remote, Deposit Capture
8.360
$0.0500
Currency Deposited (per S1)
151,232
50.7000 Per
51,000
deposited
Return Item Redeposit
6
53.0000
ACH Return Item
1
$2.0000
Return Item
15
$4.0000
Deposit Reconciliation Service
I
560.0000
Deposit Reconciliation Service (Per Deposit)
332
$0.1000 per item
Remote Deposit Capture Maintenance (Relationship)
1
NO CHARGE
Remote Deposit Capture Maintenance (Terminal)
6
$5,0000
Remote Deposit Capture - Deposit Item
7,OT5
$0.0700
Return Item Special Handling
3
$3.0000
VAULT SERVICES
Cash Vault Deposit
185
51.5000
Cash Vault Deposit Surcharge - Mixed
58
N/A
Cash Vault Deposit - Coin Bag - Loose - Standard
17
51.5000
Cash Vault Deposit - Coin Bag - Loose - Non -Standard
18
51.0000
Cash Vault Deposit - Coin - Mixed - Non -Standard
86
$3,7500
50.0100charge
per loose bill
ordered in a non
Fed standard
Cash Vault Currency Furnished - Non -Standard (per S1)
1.817
strap
Change Order- Standing/Telephone
2
52.0000
50,100 per
Charge for a
rolled coin order
that is less than
a full box of 50
Cash BranchNault Rolled Coin Furnished
I
rolls.
PAPER DISBURSEMENT SERVICES
Chocks Paid
1.388
$0.0500
Image Items Check Images
1,388
50.0200 per
image capture
Image Items and Statement Check Images
1.388
50,01500 per
image storage
Check Image CD-ROM - Item Maintenance
1
530.0000
Check Image CD-ROM - hem and Statement Maintenance
2
N/A
Exception Item Monitoring Maintenance
I
N/A
PositivePay- ReturnedCheck
1
$5.0000
Positive Pay - Maintenance
2
NO CHARGE
Positive Pay Items
1.388
$0.0150
Positive Pay Exceptions
n"
51.0000
Payee Positive Pay -Maintenance (Per Account)
2
NO CHARGE
Check Block - Maintenance per Account
TBD
NO CHARGE
ACCOUNT RECONCILIATION SERVICES
ARP Monthly Base - Full Reconciliation 2 1 520.0000
EXHIBIT C
SCHEDULE OF BILLING RATES
ARP Full Recon - Item
1 388
50.0200
Online ARP Statements & Reports - Monthly Base per account
2
NO CHARGE
ARP Statements & Reports (ExceUCSV) - Monthly Base per Relationship
t
N/A
ARP Statements & Reports (ExceUCSV) - Per Item
1.388
N/A
ARP Correction - Rejected Issues/Voids
23
52.5000
ACH SERVICES
ACH Item Received - Credit
804
50.0300
ACH Item Received - Debit
89
5O.0300
ACH Notification of Change
I
54.0000
ACH Fraud Protection Maintenance
I
53.0000
ACH Fitter Authorizations
6
50.5000
ACH DDA Blocks
2
50.0500
ACH File Input
19
NO CHARGE
VIA ONLINE
PORTAL
ACH Originated Credit (Transmitted via Online Platform NACHA File)
2.666
50.0500
ACH Originated Credit (Transmitted via FTP)
TBD
50.0200
ACH Originated Debit (Transmitted via Online Platform NACHA File)
37
SO.0500
ACH Originated Debit (Transmitted via FTP)
TBD
50.0200
ACH Deleted Item
I
S2.0000
ACH Reversal hem
t
52.0000
ACH Online Return Subscription - Account
2
NIA
ACH Online Return Subscription - Item
I
52.0000
ACH Monthly Maintenance
2
N/A
Online Access to ACH Module (Account)
1
50.0000
ACH Online Fraud Fitter Review - Monthly Base
2
53.0000
ACH Online Fraud F81er Review - Per Item
I I
50.2500
WIRE TRANSFER SERVICES
Incoming Wire - Domestic
5
54.0000
Wire Notification - Phone
5
NO CHARGE
Online Book Transfer - Debit
I
53.0000
Online Automated Non -Repetitive Wire - Domestic
4
54.0000
Online Wire Notification
9
NO CHARGE
Online Wire Maintenance - Integrated
1
N/A
Online Token Monthly Maintenance (per user)
TBD
NO CHARGE
INFORMATION REPORTING SERVICES
Previous Day Reporting - Maintenance (Per Relationship)
t
525.0000
Previous Day Reporting - Maintenance (Per Account)
17
512.5000
Previous Day Transaction Detail - Item-
2.727
50.0700
Current Day Reporting - Maintenance IPer Relationship)
1
N/A
Current Day Reporting - Maintenance (Per Account)
17
N/A
Current Day Transaction Detail - Item-
2.727
N/A
Stop Payment -Automated
4
52.0000
Online Image View < 90 Days - Item
5
N/A
Online Image View > 90 Days - Item
TBD
N/A
Intine Image View - 1 year
TBD
5.0400
Online Positive Pay Exception - Integrated
1
$1.0000
Online Positive Pay File Import
I 1
51.0000
Online Positive Pay Images
16
N/A
E-mad Notification (Volume Estimated)
50 1
NO CHARGE
INVESTMENT SERVICES
Monthly Investment Sweep (Monthly Maintenance) 1 50.0000
E-LOCKBOX SERVICE
Online Account Maintenance
TBD
N/A
E-Lockbox Base Fee
TEID
520.0000
Transmission
TBD
50.0000
E-Lockbox Item
TBD
50.0300
Electronic Credit
TBD
50.0300
Electronic Debit
TBD
50.0300
Online Bank Statement
T30
NO CHARGE
EXHIBIT C
SCHEDULE OF BILLING RATES
POTENTIAL NEW SERVICES
Remote Cash Safe - Monthly Maintenance Per Location
TBO
530.0000
50 2000 Per
51.000
Remote Cash Safe - Per S I Deposited
TBO
deposited
Remote Cash Safe - Per Deposit
TBD
S2.5000
ADDITIONAL REQUIRED SERVICES'
ADO ADDITIONAL SERVICES BELOW AS NEEDED -
TOTAL ANNUAL COST
'Refer to the attached Pro Forma and Comprehensive Fee Sheet for accurate inclusive line -gems.
"Annualized estimated costs vary based upon different line -gems and volumes between the incumbent banks and J.P
Morgan. The line -items listed in this pricing matrix may entail additional line -items and volumes not listed. Please refer to the
attached Pro Formas and Fee Sheets for accurate estimated costs.
—J.P. Morgan does not charge per pull of reponed items. intra-day. or current day reporting. Reporting is charged per
transaction loaded to J.P. Morgan ACCESS Cash Balances and Transactions Reporting with a 4519011 yr/2yr history
(retention can be changed). Please refer to attached Pro Forma for accurate pricing for reporting.
City of Newport Beach Pro Forma Analysis J.P.Morgan
Updated Prfeing Daft: August 1g, 2019
Request for Proposals NO 19.55
Comprehensive Banking Services
Service Analysis*
F.CR Rate: 1.8500..
Service Description AFP Number of Units Unit Price Charoe for Service
ACCOUNT SERVICES
105 - DAILY OVERDRAFT OCCURRENCE FEE
000212
0
S0.0000
S0.00
1005 -.ACCOUNT MAINTENANCE
010000
17
350000
$85.00
1006 -.ACCT MAINT-INT
010010
0
550000
SO.00
1008 - ACCT MAINT4NT ADJ BAL
010010
0
S5 0000
S0.00
1010 - STATEMENT CYCLES
010307
0
$0 0000
$0.00
1014 - ACCOUNT STATEMENT - PAPER
010310
17
35,0000
$85.00
2315.OVERDRAFT NSF ITEM RETURNED
150340
0
$5 0000
S0.00
2316 -OVERDRAFT NSF ITEM PAID
150341
0
S5.0000
SO.00
3499 - POST NO CHECKS MAINTENANCE
1500ZZ
0
S0.0000
SO.00
7640 . CREDIT POSTED- ELECTRONIC
010101
971
SO.0200
S 19A2
7641 - DEBIT POSTED - ELECTRONIC
010100
94
$0.0200
S1.88
7856 - CASH CONCENTRATION MAINTMASTER
010020
1
$5 0000
S5.00
7857 - CASH CONCENTRATION NIAINT SUB
010021
2
S5.0000
510.00
Subtotal
5206.30
ACH PAYMENTS
5149 - COP ZELLE TRANSACTION
250101
0
50.4000
SO.00
Subtotal
SO.00
AUTOMATED CLEARING HOUSE
2237 - TRANS REVIEW MAINTENANCE
250000
2
S3 0000
$6.00
2238 -TRANS REVIEW FILTER EXCEPTION
250102
1
S0.2500
SO.25
2239 -TRANS REVIEW REJECT -MANUAL
250302
0
S0.2500
SO.00
2268 - PAYSOURCE ORIGINATED ITEM
250102
0
50 1400
SO.00
2695 -ACH MAINTENANCE
250000
0
$10.0000
SO.00
2700 - CREDIT ORIGINATED
250101
0
500200
SOAO
2705 - DEBIT ORIGINATED
250100
0
SO.0200
S0.00
2710 - DELETION / REVERSAL - MANUAL
250620
0
S10 0000
SO.00
2716 - CREDIT RECEIVED
250201
825
S00300
32475
2717 - DEBIT RECEIVED
250200
89
SO.0300
32.67
2720 - RETURN ITEM
250302
1
52.00GO
S2.00
2722 - NOTIFICATION OF CHANGE
251070
1
$4,0000
S4.00
2729 - RETURN NOTIFICATION - ONLINE
250,100
1
S 1.0000
S1.00
2730 - NOTIF OF CHANGE - ONLINE
250400
I
S1.0000
S1.00
2732 - ELOCKBOX FILE PROCESSING
259925
23
SO.0000
SO.00
2740 -RETURN ITEM REDEPOSIT
250310
0
S10000
S000
2742 - CREDIT ORIGINATED - JPM ACCESS
250101
2.666
50.0500
5133.30
2744 - DEBIT ORIGINATED - JPM ACCESS
250100
37
50.0500
SL85
2746- JPM ACCESS ACH MAINTENANCE
250000
1
S00000
SO.00
2751 - ELOCKBOX RETURN - ELECTRONIC
250302
0
52 50DO
SO 00
2752 - ELOCKBOX NOC - ELECTRONIC
251070
0
S2 5000
SO 00
2753 - DELETION / REVERSAL - ELEC
250620
2
520000
S4 00
2765 - ACH BATCHIFILE PROCESSED
250501
0
54 0000
SO 00
2796 - ADDENDA RECORD ORIGINATED
250120
0
500300
S0.00
2809 - NOTIF OF CHANGE - EMAIL
251070
0
S 1 0000
SO.00
2810 - RETURN NOTIFICATION - EMAIL
250400
0
510000
SO.00
2812 - NOTIF OF CHANGE - FAX
251071
0
52.0000
$0.00
2814 - NOTIF OF CHANGE - TRANSM
251070
0
517500
SO.00
2818 - RETURN NOTIFICATION - TRANS(s1
250400
0
310000
30.00
28EO -TRANSACTION BLOCK MAINTENANCE
251050
1
530000
S3.00
2861 - ACH TRANS BLOCK AUTHORIZED ID
251051
8
305000
$4.00
5159 - COP CLIENT PROGRAM MAINTENANCE
250000
0
S 150 G000
SO.00
5160 - COP TRANS DECLINE,'EXPIRE
250101
0
SO 2000
3000
5161 -COP TRANS ACCEPTED
250101
0
506500
50.00
" 5488 - ELOCKBOX IMPLEMENTATION FEE WANED
251000
0
50 OGOO
S0.00
5489 - ELOCKBOX MAINTENANCE
050030
1
S20 0000
520.00
5490 - ELOCKBOX TRANSACTION RECEIVED
050300
2.111
SO.0300
S63.33
5491 - ELOCKBOX TRANSACTION REFORMAT
050311
0
50,0000
$0.00
5,192 - ELOCKBOX RETURN - MANUAL
050530
0
512,0000
$0.00
5493 - ELOCKBOX ADDENDA RECEIVED
250220
0
$0.0200
50.00
5497 - ELOCKBOX TRN REPAIR MAINT
999999
0
30,0000
S0.00
5498 - ELOCKBOX TRN REPAIR ITEM EDIT
999999
0
50.0400
SO.00
8019 - ACH ORIGINATED SAME DAY CREDIT
250101
0
50 50DO
3000
8020 - ACH ORIGINATED SAME DAY DEBIT
250100
0
S0 5000
50.00
8021 - ACCESS ACH CREDIT - SAME DAY
250101
]
507500
S0 00
8022 -ACCESS ACH DEBIT -SAME DAY
250100
0
SO.7500
S000
Subtotal
5271 15
BAIlSWIFTASO REPORTING
" 3645 - DT FILE IMPLEMENTATION FEE WANED
4004Z7-
0
S0.0000
50.00
3653 - H2H FILES TRANSMITTED OVER 67
4004Z7
0
SO 0000
5000
3654 - H2H FILES TRANSMITTED OVER 5MB
4004ZZ
0
$5,0000
50.00
6080 - H2H CURRENT DAY MONTHLY SVC
•1004ZZ
0
SO 0000
$0.00
6085 - H2H ACCOUNTS REPORTED
•1004ZZ
0
30.0000
50.00
6093 - H2H CHECK ITEMS REPORTED
400110
0
50.1500
$0.00
6094 - H2H TRANS DETAIL REPORTED
-100110
0
$0. I500
S0.00
6095 - H2H NON -CHECK ITEMS REPORTED
.100110
0
SO 1500
SO.00
Subtotal
50.00
BANKING CENTER SERVICES
1306 - BRANCH CREDITS POSTED
100000
6
32.5000
515.00
1311 - ATM CHECK DEPOSIT - IMAGE
100000
0
300000
30.00
1312 - ATLI CASH DEPOSIT - IMAGE
100000
0
50.0000
50.00
1316 - BRANCH DEPOSIT -BAGGED COIN
100012
0
S7 5000
$0.00
1317 - BRANCH COIN DEPOSIT FULL BAG
100014
0
52-0000
50.00
13IS - BRANCH ORDER - COIN ROLL
100044
0
SO.0500
$0.00
1319 - BRANCH ORDER CURRENCY STRAP
IOD04A
0
SO.2000
$0.00
1320 - BRANCH DEPOSIT IN NON STD BAG
100099
0
S2,0000
$0.00
1332 - BRANCH DEPOSIT ADJUSTMENT
100500
3
50.0000
50.00
1333 - BRANCH ORDER PROCESSED
100040
0
S3.0000
SOAG
7173 - NIGHT DROP CASH VERIFICATION
100000
0
S0.0015
$0.00
7174 -TELLER LINE CASH VERIFICATION
100000
0
50.0035
50.00
Subtotal
$15.00
DEPOSITORY SERVICES
501 - CHECK DEPOSITED -ON US
100220
0
50.0500
50.00
513 - CHECK DEPOSITED -TRANSIT
100224
0
$0.0500
$0.00
519 - IMAGE GROUP ONE
100214
1.244
$0.0370
S46.03
520.ON-US STANDARD
100210
390
SO.0250
S9.75
521 - IRD PERIOD ONE
100214
0
50.1000
SO.00
524 - FILE TRANSMISSION REC.- VPN
21
(FLAT) S150.0000
5150.00
526 - IMAGE GROUP TWO
100214
1.726
SO.0270
$46.60
528 - IMAGE GROUP TWO • TIER 2
100214
1.290
30,0300
$38.70
541 - REMOTE DEPOSIT CAPTURE ITEM
101320
3.238
S0.0500
S161.90
548 - REMOTE DEPOSIT CAPTURE MAINT
101300
6
S5.0000
330.00
704 - DEPOSIT CORRECTION
100230
0
S5.0000
SO.00
746 - ON US PREMIUM
100210
300
50.0500
315.00
748 - ICL DEPOSIT LATE
100200
0
52 0000
SO 00
751 - IMAGE GROUP ONE - PERIOD TWO
100214
311
S0.0550
S 17 11
752 - IMAGE GROUP ONE - PERIOD THREE
100214
0
S0 1200
50.00
756 - ICL DEPOSIT STANDARD
100200
0
31.Sam
$0.00
757. IMAGE QUALITY SUSPECT ITEMS
999999
27
S0.2500
S6.75
158 - NON -CONFORMING IMAGE ITEMS
999999
1
S5.0000
S5.00
759 - ICL DEPOSIT EARLY
100200
0
$1.0000
$0.00
1390 - REMOTE DEPOSIT CAPTURE MOBILE
101300
0
S1.0000
$0.00
1.100 - CREDITS POSTED
010101
0
$0.3000
$0.00
1435 -RETURN ITEM
100,100
15
S4 0000
360.00
1437 -RETURN MULTIPLE LOCATIONS
100430
0
50.6000
$0.00
1438 - RETURN ALTERNATE ADDRESS
100401
0
51 0000
50.00
1439 - RETURN EXPEDITED DELIVERY
100403
0
51 0000
50.00
1446 - RETURN IMAGE
100415
0
SO 2500
50.00
1448 - RETURN DETAIL REPORTING
100411
0
SO 5000
50.00
1450 - RETURN ITEM REDEPOSIT
I G0402
6
330000
S18.00
Subtotal
S604.84
DISBURSEMENT SERVICES
1321 - CHECK CASHING NON-ACCT HOLDER
150501
0
$8 0000
$0.00
2320 - STOP PAYMENT - MANUAL
150,120
0
S15.0000
$0.00
2321 -RANGE STOP PAYMENT -ELECTRONIC
150410
0
S50 0000
30.00
2322 - RANGE STOP PAYMENT -MANUAL
150421
0
$150 0000
SO 00
2338 - STOP PAYMENT AUTOMATIC RENEWAL
150412
0
S1 0000
SO 00
2370 - CHECK / DEBIT POSTED
010100
1 388
SO 0500
569.40
3495 - IMAGE STORAGE PER ITEM
151351
1.388
$0 0150
520,82
6618 - CHECK INQUIRY MAINTENANCE
1
3350000
$70 00
6620 - RECON REPORT / STATEMENT MAINT
200306
2
$0 0000
30.00
6625 - EXCEPTION NOTIFICATION - ACCT
150030
2
550000
51000
6639 - STOP PAYMENT - ELECTRONIC
150410
1
52 0001)
58.00
6641 - DATA DOWNLOAD
200306
2
$$20 0000
540.00
6644 - ISSUE INPUT UPLOAD
200201
0
S1 0000
SO.00
6645 - IMAGE RETRIEVAL PER RETRIEVE
151352
0
S 1 0000
S0 00
6646 - IMAGE RETRIEVAL 91DAY
151352
0
$2.0000
$0.00
Subtotal
5218.22
HOST TO HOST
" 3606 - PAYSOURCE TEST FILE FEE WANED
300440
0
SO UGCO
S0.00
3608 - PAYSOURCE IIdTHLY MAINT (PER 10)
30007%
0
S 150 C000
SO.00
-- 3609 - PAYSOURCE IMPLEMENT BASIC FEE
300400
0
300000
SO.00
3622 - PAYSOURCE TRANSACTION FEE
300112
0
SO 1500
$0.00
3629 - PAYSOURCE SPLIT REMIT EMAIL
300105
0
52,5000
S0.00
3630 - PAYSOURCE FILE TRANSMISSION
300500
0
S 10-0000
SO.00
Subtotal
50.00
INT REC & PAY - COLLECT
6158 - REMOTE LOCKBOX CAPTURE MAINT
101300
0
S20 0000
50.00
6159 - REMOTE LOCKBOX CAPTURE ITEM
101320
0
SO -1000
S0.00
6161 -REMOTE LOCKBOX CAPTURE REJECT
050530
0
51.0000
SO.00
6872 - REMOTE LOCKBOX CAPTURE MOBILE
101300
U
51.000U
SO.00
Subtotal
$0.00
INT REC & PAY -CONNECT
5586 - MAINTENANCE - ONLINE
999999
1
5100 0000
3100,00
5588 - IVR MINUTE
269999
0
SO 1300
30.00
5590 - TRANSACTION INITIATED
310200
3,672
50.3000
5110160
5597 - STATEMENT/ BILL IMAGE STORED
310200
0
50.0500
SO.00
5672 - IMPLEMENTATION & DEVELOPMENT
269999
1
$0.0000
SO.00
5730 - MAINTENANCE - MULTI -CHANNEL
999999
0
500000
SO.00
5731 - MAINTENANCE - ACCOUNT STORAGE
999999
0
50.0000
SO.00
Subtotal
$1.201.60
INT REC & PAY - REPORT
6179 - RECEIVABLES MAINT - ONLINE
050005
11
5250000
S275.00
6187 - LONG TERM STORAGE - CHECK
050620
8.500
50-0150
5127.50
6188 - LONG TERM STORAGE - DOCUMENT
050620
5.290
SO.0150
S79.35
6191 - ALERTS - PER ALERT
011021
0
S0.0000
$0.00
6198 - RECEIVABLES MAIN - REPORTS
05031Z
0
525,0000
50.00
6280 - RECEIVABLES MAINT - RETURNS
100416
0
325 0000
50.00
6800 - TRANSMISSION MAINT - INBOUND
050400
0
S 100 0000
SO.00
6846 - LONG TERM STORAGE - PAYMENT
050620
2.111
500200
$42.22
6852 - TRANSMISSION MAINT - DATA
050400
10
520.0000
S200.00
6853 -TRANSMISSION PER ITEM - DATA
050401
10.611
S0.0100
S106.11
6854 - RECEIVABLES MAINT - DOWNLOADS
050406
0
S25.0000
$0.00
6855 -TRANSMISSION MAINT - IMAGE
050420
0
$100.0000
SO.00
6856 -TRANSMISSION PER ITEM - IMAGE
050420
0
$0.0300
$0.00
Subtotal
5830.18
JPMORGAN ACCESS
90:0 - MONTHLY SERVICE
.100610
1
S25 0000
525.00
6041 -ACCOUNTS REPORTED
40044Z
17
S12.5000
$212.50
6043 - TRANSACTIONS REPORTED - 45 DAY
10066Z
0
500300
SO 00
6044 - TRANSACTIONS REPORTED - 90 DAY
.10066Z
0
S0.0300
SO.00
6045 - TRANSACTIONS REPORTED - 1 YEAR
40066Z
2.748
$0.0400
S109.92
6051 - TRANSACTIONS REPORTED - 2 YEAR
40066Z
0
50.1000
SO.00
6053 - EXTENDED TRANSACTION DETAIL
100667
8,181
$0.0000
$0.00
6076 -ACCT TRANSFER ITEM
-100699
0
S 1.0000
$0.00
Subtotal
5347 42
LIQUIDITY SERVICES
7849 - INVESTMENT SWEEP -MAINT
.150020
0
SO.0000
SO 00
Subtotal
50.00
RECEIPTSTREAM/ENH REC SVCS
2629 - EDI SUMMARY REPORT JPMACCESS
300524
0
S2.0000
SO.00
2631 - EDI DETAIL REPORT JPMACCESS
300524
0
$2,0000
SO.00
'- 2639 - EDI FORMAT IMPLEMENTATION FEE WANED
300320
0
SO.0000
$0.00
2642 - EDI ACCOUNT FEE
300010
0
5500000
$0.00
3614 - ENHANCED REC SVCS MTHLY MAINT
300010
0
$50 0000
SO.00
Subtotal
$0.00
RECONCILIATION SERVICES
3205 - FULL RECONCILEMENT - PER ITEM
200110
1 388
500200
52776
3207 - FULL RECONCILEMENT - MAINT
200010
2
3200000
54000
3209 - PARTIAL RECONCILEMENT - MAINT
200020
0
SIO 0000
50.00
3210 - PARTIAL RECONCILIATION -PER ITM
200120
0
SO O 150
5000
3228 - PAYEE NAME VERIFICATION
150122
1388
300150
520.82
3262 - POSITIVE PAY MAINTENANCE
150030
2
500000
SO.00
3263 - EXCEPTION ITEM
150300
7
S 1 0000
$7 00
3268 - PP NON RECON MAINTENANCE
150030
0
35.0000
SO.00
3269 - ISSUE INPUT WITHOUT RECON
200201
0
$1 0000
SO.00
3271 - ISSUE INPUT FILE WITH RECON
200201
1
$1 0000
S t 00
3272 - CHECK EXCEPTION RETURN
150320
1
550000
$5.00
3291 -OUTPUT FILE
200301
0
500000
SO.00
3293 - EXCESSIVE ARP REJECTS
200210
0
SO 1500
SO.00
3294 - DATA ENTRY - MANUAL
200210
23
525000
S57 50
3322 - DEPOSIT RECON MAINTENANCE
100600
0
560 0000
30.00
3325 - DEPOSIT RECON ITEMS
100610
0
s0 1000
$0 00
3376 - ARP CUSTOM REPORT
200324
0
500000
3000
3351 - CD ROM - PER CD
151353
0
550.0000
$0.00
3385 - CD ROM MAINTENANCE
151353
0
530.0000
50.00
3386 - IMAGE CAPTURE PER ITEM
151351
1,388
50,0200
$27.76
Subtotal
S 186.84
SCANNABLE LOCKBOX
6107 - SNLB SCANNABLE ITEM
050101
5.262
$0 2000
51,05240
6108 - SNLB OCR DOCUMENT
050122
5.262
50.0100
552.62
61,11 - SNLB OCR DOC IMAGE CAPTURE
05011R
5.262
50.0400
5210.48
6142 - SPECIAL IMAGE HANDLING
05011R
0
502000
50.00
6209 - SNLB SORT - MANUAL
050113
0
50 1000
s0.00
6210 -SNLB BALANCING
05011P
0
s0.0800
s0.00
6807 - SNLB MULTI ITEM (CHECK)
050202
0
30.2800
$0.00
Subtotal
51.315.50
VAULT SERVICES
1310 - VAULT DEPOSIT
100100
185
51 5000
5277.50
1459 - VAULT DEPOSIT PER 51,000
100112
151
50 7000
5105.70
1468 - VAULT EMAIL NOTIFICATION
100154
0
305000
50.00
1475 - VAULT DEPOSIT ROLLED COIN
100110
0
50.2000
50.00
1476 - VAULT ORDER COIN ROLLS
100144
1
30.1000
$0.10
1477 - VAULT ORDER - COIN ROLL BOX
1001,16
0
50.0800
50.00
1479 - VAULT ORDER COIN BAG LOOSE
IG0147
0
53.0000
$0.00
1482 - VAULT DEPOSIT STD STRAP - NOTE
100115
7.908
s0.0000
30.00
1485 -VAULT NOTE -SPECIALIZED
100115
0
50.0025
50.00
1.186 - VAULT DEP NON STD STRAP - NOTE
100114
1,977
50.0000
$0.00
1493 - VAULT DEPOSIT IN NON STD BAG
100199
18
51.0000
518.00
1495 -VAULT STANDARD ORDERS
100141
2
$2.0000
S4.00
1497 - VAULT ORDER CURRENCY STD STRAP
10014A
0
50.4000
50.00
1498 - VAULT EXPEDITED SPECIAL ORDERS
100143
0
5250000
50.00
1499 - VAULT ORDER CURR NON STO STRAP
100148
260
50.0100
S2.60
1506 - VAULT DEP PARTIAL OR MIXED BAG
100111
86
537500
5322.50
1525 - VAULT DEPOSIT STD COIN BAG
100113
17
51 5000
$25.50
1535 - VAULT ENVELOPE DEPOSIT VERIF
100104
0
S 1.0000
$0.00
1617 -VAULT DEPOSIT ADJUSTMENT
100501
0
35.0000
50.00
1620 - SMART SAFE MAINTENANCE
100199
0
S30-0000
50.00
1621 - SMART SAFE ADVANCE CREDIT
100199
0
52.5000
s0.00
1624 - WES CUR SVCS-DEPOSIT DETAILS
100199
0
s1 0000
50.00
1627 - WEB CUR SVC-VAULT TREND REPORT
100199
0
S2.0000
50.00
Subtotal
5755.90
WHOLESALE LOCKBOX
6101- LOCKBOX -MAINT
050001
i
375.0000
5300.00
6102 - WNLB ADDITIONAL DAILY DEPOSIT
050302
0
525.0000
s0.00
6103 - WEEKEND PROCESSING
050136
0
330.0000
s0.00
6106 - WHOLESALE ITEM
050100
0
$0.4000
$0.00
6114-UNPROCESSABLEITEM
050530
25
$0.4000
510.00
6115 - NO CHECK ITEM
05011 M
28
50.4000
s 11.20
6116-CHECK CLEARING
1CO21Z
5.262
500650
$342.03
6117- INCOMING COURIER PACKAGE
(15011P
0
525,0000
5000
6120 - CASH PROCESSING
05013E
0
S6 0000
s0.00
6126 - CHECK MICR CAPTURE
050121
5.262
SU.0200
$105.24
6127 - DATA CAPTURE
090126
110.502
SU.0100
51105.02
6135-PAPER DELIVERY PREP
05011L
25
$02500
56.25
6136 -OUTGOING PACKAGE PREP
05041Z
1
$10.0000
31000
61.10 - DOCUMENT IMAGE CAPTURE
0501 IR
0
s0 1000
s0.00
' 6154 -ADDITIONAL PROGRAMMING FIE WANED
050137
40
3100 C000
50.00
6167 - WNLB > 10 ACCEP PAY > 5 UNACCE
050131
0
302000
50.00
6168 - WNLB 25+ ACCEP PAY 10 P UNACCEP
050131
0
$0.3000
$0.00
6171- WNLBBALANCING
05011P
0
S0.0500
s0.00
6173 - FORGN ITEMS SENT FOR COLL
050105
0
510.0000
50.00
6245 - DEPOSIT PREPARATION
050301
0
307500
$0.00
6805 -ONLINE DECISION %IGR %IAlt•IT
050006
•1
575.0000
5300.00
Subtotal
52.189.74
WIRE - U.S.
5822 - ELECTRONIC BOOK DEBIT SIT
350I24
1
330000
53.00
5823 - ELECTRONIC BOOK DEBIT REPAIR
350122
0
$4 0000
5000
582•: - ELECTRONIC FED DEBIT SIT
350100
54 0000
51600
5825 -ELECTRONIC FED DEBIT REPAIR
350102
0
55 0000
5000
5826 - ELECTRONIC CHIP DEBIT SIT
350110
0
S4 0000
s0.00
5827 - ELECTRONIC CHIP DEBIT REPAIR
3505,11
0
$5 0000
50.00
5886 -BOCK CREDIT
350320
0
530000
s0 00
5887 - FED CREDIT SIT
350300
5
54 0000
32000
5888 - FED CREDIT REPAIR
350330
0
550000
$0 00
5889 - CHIPS CREDIT St r
350300
0
3-1 0000
3000
5890 -CHIPS CREDIT REPAIR
350330
0
55.0000
$0,00
Subtotal
33900
Sti.'
Pro forma Notes. Assumptions & Disclaimers
Volumes and Balances on this Pm Forma are estimated Actual volumes and balances ma•r be 01cront..vnicn aill result , -I different cnarges man are speel.ed above
" Denotes Service ,s a one-time Charge and wit not appear on customer statement an a monthly basis.
Additional Pricing Detail
TRANSACTION INITIATED 5590
Unit Price 0.0000
Ranged
Volume
Price
1-10.000
0.3000
10,001.25.000
0.2700
25.001-50.000
0 2500
50.001-75.000
0.2200
75.001+
02000
MAINTENANCE - MULTI -CHANNEL 5730
Unit Price
0.0000
TF1100.0000
Flat Charge
MAINTENANCE -ACCOUNT STORAGE 5731
Unit Price
0.0000
Flat Charqe
500.0000
ALERTS - PER ALERT 6191
Unit Price 0.0000
T:ered
Volume
Price
t t *
1.0000
EXHIBIT D
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
JPMorgan Chase Bank, N.A. Page D-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance
with limits of not less than one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) annual aggregate covering (1) network
security and privacy risks, including but not limited to unauthorized access,
failure of security breach of privacy perils, wrongful disclosure, collection, or
negligence in handling of confidential information, privacy perils, including
coverage for related regulatory defense and penalties. (2) data breach
expenses payable whether incurred by City or Consultant, including but not
limited to consumer notification, whether or not required by law, computer
forensic investigations, public relations and crisis management firm fees,
credit file or identity monitoring or remediation services in the performance
of services for the City or on behalf of the City hereunder.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
JPMorgan Chase Bank, N.A. Page D-2
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
JPMorgan Chase Bank, N.A. Page D-3
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
JPMorgan Chase Bank, N.A. Page D-4
EXHIBIT E
CONSULTANT'S RESPONSE TO CITY'S
REQUEST FOR PROPOSALS
Incorporated herein by reference.
JPMorgan Chase Bank, N.A. Page E-1
Q 2 159 P+ 21 ® U
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�& Insured
Name: JPMORGAN CHASE BANK, N.A.
•
n
Account Number: FV00000595
Address: 3 PARK PLAZA, IRVINE, CA,
USA, 92614
Status: Currently in Compliance.
Insured
Business Units) Print Insured Info
Account Information
Account Number: FV00000595
Risk Type: Professional
Services
Agreement
Do Not Call:
Address Information
Mailing Address
Insured: JPMORGAN
CHASE
BANK, N.A.
Address 1: 3 PARK
PLAZA
Address 2
City:
IRVINE
State:
CA
Zip:
92614
Country:
USA
Address Updated:
Physical Address