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SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this 17th day of July 2024 (“Effective Date ”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and JPMorgan Chase Bank, N.A., a national banking association, whose address is 560 Mission St., Fl 20, San Francisco, CA 94105-2907 (“Provider”), in reference to the following facts and circumstances:
RECITALS
A. The 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 the City.
B. The City is in need of and Provider has agreed to provide General Banking Services.
C. City staff issued a n RFP on February 13, 2023, and after a submittal period of 59 days received five (5) timely submitted proposals. Staff reviewed the proposals, interviewed qualified firms and selected the service provider that best meets the City’s needs.
D. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
E. The City and Provider desire to enter into an agreement for General Banking Services , upon the terms and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
This Agreement shall commence as of the Effective Date and continue for five years after the Effective Date (“Initial Term”). This Agreement may be renewed for one (1) additional five- year term after the Initial Term (“Renewal Term”), upon mutual written agreement of the City and the Bank. Notwithstanding the foregoing, this Agreement may be terminated during the Initial Term or the Renewal Term by either party upon not less than sixty (60) days’ prior written notice to the other party.
2. SERVICES TO BE PERFORMED:
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Subject to the terms of this Agreement, including the JPM Terms attached as Exhibit C and other exhibits to this Agreement, Provider agrees to perform commercial banking services (the “Services”) as further described in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein. To the extent there is an inconsistency between this Agreement and the JPM Terms, this Agreement shall prevail. “JPM Terms” means Provider’s account terms, service terms and other documents required for the administration, implementation or operation of the Services, together with any addenda, schedules, supplements, and other attachments.
3. COMPENSATION TO PROVIDER:
a. By the 7th business day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Unless the City selects another payment method acceptable to Provider, the City authorizes Provider to: (i) apply the City’s earnings credit allowance against the fees and other compensation amounts selected in the account analysis statement made available to the City for each monthly billing period and (ii) automatically debit from the City’s accounts on the fifteenth (15) calendar day of each month (for the next banking day if the fifteenth (15) calenda r day falls on a weekend or bank holiday) any fees and other compensation amounts that remain unpaid after Provider applies the earnings credits allowance for such billing period. The compensation described above is in addition to the City’s obligations to pay, reimburse, or indemnify the Provider under the JPM Terms.
b. The total compensation for the Services shall not exceed $85,000.00 for the Initial Term, provided that there are no material changes to any of the information provided by the City in the Request for Proposals (RFP) (number of accounts, transaction volume, types of services, etc.). Provider shall notify the City in writing during the first year of the Initial Term if it believes there is a material change in any such terms. The total compensation amount for the Services for the Renewal Term shall not exceed $100,000.00.
c. To the extent the City requests any functionality, feature or service that is not listed in Exhibit B, the implementation of such functionality, feature or service is subject to additional terms and fees to be mutually agreed upon, in writing, at the time of the City’s request and prior written authorization by the City.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. The City acknowledges and agrees that the City will need to provide information and instructions in order for Provider to process or execute transactions requested by the City. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, worke rs’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents by virtue of this Agreement. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities . Such non- discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City, its City Council, boards, commissions, officials, employees, agents, and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), to the extent caused by Provider’s negligence or willful misconduct in the performance of its obligations under this A greement.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City or from acts or omissions that are in accordance with reasonable commercial standards or instructions or information provided or confirmed by Indemnitees. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
b. N otwithstanding anything to the contrary in this Agreement, (i) Provider shall not 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 it has been advised of the possibility of those damages or the same are reasonably foreseeable; and (ii) Provider’s obligation to indemnify, defend and hold harmless Indemnities shall not exceed, in the aggregate, an amount equal to two (2) times the average annual fees paid or payable to Provider under this Agreement (exclusive of any earnings credits used to offset such fees).. c. Provider’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.
10. I NSURANCE :
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Provider , shall endeavor to send notice if limits fall below the minimum requirements of this agreement.
Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed or permitted to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A: VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. The provider shall deliver updated insurance certificates to the City at the address described in Section 17. f.
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Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California , as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Commercial General Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggreg ate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement including the City, its City Council, boards, commissions, officials, employees, agents, is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010. (3) Business Automobile Liability:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.
(4) Bankers Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the s ervices being provided are technology-based, in the following minimum limits:
$2,000,000 per wrongful act
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As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors.
d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is receive d that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, and agents shall be included as additional insured(s) under all insurance coverages, except workers’ compensation and bankers’ professional liability insurance. The inclusions of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof.
Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Additional Insured coverage under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s).
f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimu m coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be no less broad than the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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Agreement, including but not limited to, the additional insured and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a los s until all the primary and excess liability policies carried by or available to the Provider are exhausted.
11. CONFLICT OF INTEREST:
Provider warrants, based on information and due diligence that Provider deems reasonable and appropriate for the purposes hereof, that it is not a conflict of interest for Provider to perform the services required by this Agreement. The services to be provided by under this Agreement do not involve making or participating in government decisions and Provider shall not be deemed a “consultant” to the City for purposes of California Government Code.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent (when required) shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the foregoing, Provider may assign this Agreement without the prior written consent of the City Manager 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, Provider shall notify the City promptly after public disclosure of the assignment is permitted and the City shall have the right to immediately terminate this Agreement.
However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. If after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. For all purposes under this Agreement, inclusive of all attachments hereto, “sub-provider”, “subcontract” or “subcontractor” shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by Provider to specifically aid in the performance of its obligations under this Agreement, but shall not include JPM Suppliers.
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a.
b. Each sub -provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider : “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons or entities who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product or who are engaged by Provider, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist Provider in its performance of services, on a common basis, for all or most of its customers utilizing such services (collectively, “JPM Suppliers”). Provider shall not be required to notify or obtain written consent to engage any JPM Supplier.
14. P
ERMITS AND LICENSES :
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder , to the extent applicable to a national banking association.
15. REPORTS:
a. Provider shall provide reports as mutually agreed to in Exhibit A . Nothing in this Agreement is intended to grant or transfer any ownership or proprietary rights to intellectual property of Provider or its licensors, or to any user guides, instructions, training materials, marketing materials, service terms, forms, templa tes and documents that are provided to other parties.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall, except as otherwise provided in the JPM Terms, be made available to any individual or organization by Provider without prior approval of the City Manager or their designee.
c. Provider shall, at such time and in such form as City Manager or their designee may reasonably require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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of the services and tasks under this Agreement (collectively the “Records”), to the extent such Records are ordinarily maintained by commercial banks providing the same or similar services as those provided under this Agreement.
b. All Records shall be maintained in accordance with generally accepted accounting principles of Provider’s industry and shall be clearly identified and readily accessible. Provider shall provide reasonable access to the Records to the representatives of the City or its designees at mutually agreeable dates, times and locations. The City has the right, at mutually agreeable dates, times and locations and subject to Provider’s receipt of a written request from the City specifically describing the Records required, to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement for the sole purpose of determining Provider’s compliance with this Agreement.
Such Records, together with supporting documents, shall be kept in accordance with Provider’s record retention policies and, subject to the retention periods established under Provider’s record retention policy for each category of records , but at a minimum shall be maintained by Provider for a period of three (3) years after receipt of final payment. If the City requests access to Provider’s property, such access will be subject to Provider’s health, safety and security standards and Provider may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the areas accessed. c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to commercially reasonable standards , or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
d. Nothing in this Agreement shall require Provider to disclose or permit access to any confidential or proprietary records, examination reports, internal audit reports, records relating to personnel who are not responsible for managing Provider’s performance of this Agreement, or records relating to other parties.
17. NOTICES:
a. All notices required by this Agreement shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section. b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
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d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Finance Department
2263 Santa Clara Avenue, Room 220
Alameda, CA 94501
ATTENTION: Margaret L. O’Brien, Finance Director
Ph: (510) 747-4881
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
JPMorgan Chase Bank, N.A.
Commercial Bank
560 Mission St., Fl 20
[San Francisco, CA 94105-2907]
ATTENTION: Andrea Beard, Vice President or Gov’t Industry Manager Ph: (415) 772-3205
The City shall also email a duplicate copy to: [[email protected]]. The duplicate e-mail notice does not change the date that notice is deemed received under paragraph b. above.
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Finance Department
2263 Santa Clara Avenue, Room 220
Alameda, CA 94501
ATTENTION: Margaret L. O’Brien, Finance Director
Ph: (510) 747-4881
18.SAFETY: [Not applicable to banking services.]
19. TERMINATION:
a. In the event the Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default , the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein. In addition to the termination rights above, either party may close an DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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account and/or terminate a Service pursuant to the JPM Terms and may terminate this Agreement if it terminates all accounts and Services.
c. Termination of this Agreement either for cause or for convenience shall not affect the City’s obligation to (i) pay for Services or transactions performed in accordance with this Agreement or in the process of being performed that cannot reasonably be cancelled prior to termination and (ii) pay any amounts that may be due and owing under this Agreement. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs, except as provided in the JPM Terms. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail, except as provided in the JPM Terms.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees that, to the extent Provider’s employees perform the Services on the City’s premises, such employees will be required to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records reasonably required to demonstrate Provider’s compliance with this Section with respect to Provider’s employees who perform the Services on the City’s premises.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall, subject to the limitations below, comply with all applicable laws, state and federal, and all ordinances, rules, and regulations enacted or issued by the City. Notwithstanding any provision of this Agreement to the contrary, Provider’s obligation to comply with, and its representations, warranties, and certifications with respect to, any laws, statutes, codes, charters, ordinances, rules, regulations or policies (“Legal Requirements”) is limited to the extent that such Legal Requirements are binding on Provider in its performance of the Services or are relevant to Provider’s employees who are primarily responsible for managing its relationship with the City under this Agreement. To the extent that the Legal Requirements of the City in the future impose requirements upon its contractors or consultants that provide services contemplated in this Agreement, which requirements are not expressly set forth in this Agreement, Provider will, if notified of such requirements, endeavor to compl y with the same, except to the extent that it DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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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 the Provider makes such a determination, and the parties are unable to resolve these issues through mutually agreeable amendments to this Agreement, either party may terminate this Agreement for convenience upon notice to the other. Nothing in this Agreement shall be construed to require any party to: (a) violate any Legal Requirement binding upon such party, (b) comply with any Legal Requirement from which it is exempt, or (c) take or refrain from taking any action that would conflict with any request or demand of a regulatory authority, governing body or law enforcement agency. Provider shall defend, indemnify, and hold City ( including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising directly out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
23. CONFLICT OF LAW:
Except to the extent the laws of the State of California are preempted by federal law, in which case federal law shall govern, t his Agreement shall be interpreted under and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are , excepted as provided in Section 22, subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities ). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California , or, if federal jurisdiction is present, in the United States District Court with jurisdiction over matters arising in such county.
24. WAIVER:
A waiver by the City or Provider 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.
25. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto with respect to the subject matter hereof, 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 hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES: [Not applicable to banking services.]
27. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
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28. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
29. SIGNATORY:
By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
30. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
JPMorgan Chase Bank, N.A. CITY OF ALAMEDA
a national banking association a municipal corporation
Andrea H. Beard Jennifer Ott
Vice President, City Manager
Commercial Bank
RECOMMENDED FOR APPROVAL
Alex Leonard
Industry Manager
Margaret L. O’Brien
Finance Director
APPROVED AS TO FORM:
City Attorney
Cara Silver
Special Counsel
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
Exhibit A
The proposed solution is comprised of both required and suggested services for comprehensive banking services. We are dedicated to ensuring our clients have the practical tools and resources to meet their budgetary, treasury, billing and collections, financing, and liquidity needs. The scope of services includes depository accounts with receivables, payables, reporting, liquidity management, cash vault services, fraud protection, and online access. Receivables consists of lockbox and remote deposit processing, electronic deposits via ACH and wire, local branch, and vault deposits. Payables consists of ACH and wire origination and check issuance. Reporting includes reconciliation reporting, transaction, and cash reports, in the following formats: BAI2; MT940/MT942; CSV; ISO; OFX. Fraud services included are related to check issuance and ACH origination. Transactions and reporting will be available by using secure file transfer protocol (SFTP) transmission and online banking portal.
The following pages outline proposed services and timeline associated with the setup, testing and production. Through the course of scoping discussions, this is subject to change and/or amendment.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA ID % Complete Task Name Resource Names Duration Start Finish Predecessors00%City of Alameda Implementation Plan196 daysMon 07/08/24Fri 04/11/2510%Initiation3 daysMon 07/08/24Wed 07/10/2420%Review initial project scopeJPMorgan1 dayMon 07/08/24Mon 07/08/2430%Schedule Kick-off CallJPMorgan2 daysTue 07/09/24Wed 07/10/24240%Planning6 daysThu 07/11/24Thu 07/18/2450%Conduct Project Kick-off Call1 dayThu 07/11/24Thu 07/11/2460%Define and confirm project scopeJPMorgan,City of Alameda1 dayThu 07/11/24Thu 07/11/24370%Review and confirm project timelineJPMorgan,City of Alameda1 dayThu 07/11/24Thu 07/11/24380%Review KYC requirementsJPMorgan,City of Alameda1 dayThu 07/11/24Thu 07/11/24390%Review documentation requirementsJPMorgan,City of Alameda1 dayThu 07/11/24Thu 07/11/243100%Gather Product Requirement Information5 daysFri 07/12/24Thu 07/18/24110%Provide/Review product requirementsJPMorgan1 dayFri 07/12/24Fri 07/12/246120%Complete/confirm detailed product requirementsJPMorgan,City of Alameda Primary Contact4 daysMon 07/15/24Thu 07/18/2411130%Execution184 daysMon 07/08/24Wed 03/26/25140%Account Opening14 daysFri 07/12/24Wed 07/31/241050%US Account Opening14 daysFri 07/12/24Wed 07/31/241200%Product & Service Setup184 daysMon 07/08/24Wed 03/26/251430%JPMorgan Access - New Profile Setup (Account Transfer, ACH, Reporting, Wires, Statements)17 daysWed 07/31/24Fri 08/23/243100%JPMorgan Access - Account Validation Service (AVS)20 daysWed 07/31/24Wed 08/28/243140%JPMorgan Access Checks105 daysMon 07/15/24Wed 12/11/243150%Add Checks product to accounts (Positive Pay, ACH Filter, Inquiry/Stop/Photo, etc.)JPMorgan3 daysWed 08/14/24Mon 08/19/24144,10,14,1153160%Entitle UsersCity of Alameda Security Administrators2 daysMon 08/19/24Wed 08/21/243153170%ACH Filter28 daysMon 07/15/24Wed 08/21/243210%ACH Transaction Blocking28 daysMon 07/15/24Wed 08/21/243240%Positive Pay18 daysWed 07/31/24Mon 08/26/243360%Check Print6 daysWed 07/31/24Thu 08/08/243480%Check Transmission Setup79 daysMon 08/19/24Wed 12/11/243740%JPMorgan Access Host-to-Host Online6 daysWed 08/14/24Thu 08/22/243770%JPMorgan Access Liquidity Solutions7 daysWed 08/14/24Fri 08/23/243830%ACH Debit Blocking- Full Debit Block1 dayWed 07/31/24Thu 08/01/243870%ACH Origination - Direct Send107 daysWed 07/31/24Thu 01/02/253990%ACH Receiver Services/eLockbox 123 daysWed 07/31/24Fri 01/24/255040%Business Deposit Express6 daysWed 07/31/24Thu 08/08/245130%Cash Concentration5 daysWed 07/31/24Wed 08/07/245150%Cash Vault Services6 daysWed 07/31/24Thu 08/08/245340%Check Return Service8 daysWed 07/31/24Mon 08/12/245360%Commercial Card113 daysMon 07/08/24Mon 12/16/245680%Controlled Disbursement14 daysWed 07/31/24Tue 08/20/246320%End of Day Investment Sweep5 daysWed 07/31/24Wed 08/07/248860%Host-to-Host Direct Transmission (Reporting)95 daysWed 07/31/24Mon 12/16/248960%Host-to-Host Payments (ACH, Check Print, GACH, Wires)111 daysWed 07/31/24Wed 01/08/259240%Intraday Sweep/Direct Investment5 daysWed 07/31/24Wed 08/07/249600%Lockbox184 daysMon 07/08/24Wed 03/26/259610%Wholesale Lockbox Setup with Receivables Online7 daysWed 08/14/24Fri 08/23/249660%eRemittance 14 daysWed 07/31/24Tue 08/20/249710%Consolidated Receivables5 daysThu 08/22/24Thu 08/29/249730%Scannable Lockbox106 daysMon 07/08/24Thu 12/05/249890%Setup Caller Box at USPS9 daysMon 08/19/24Fri 08/30/249940%Remote Lockbox Deposit11 daysFri 08/30/24Tue 09/17/249980%Remote Deposit Capture (RDC)36 daysMon 07/08/24Mon 08/26/2410040%Wholesale Transmission Setup103 daysTue 10/29/24Wed 03/26/25 201420242034204420542064207420842094210421142124213421441984203420842134
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA ID % Complete Task Name Resource Names Duration Start Finish Predecessors11460%Connectivity22 daysThu 10/31/24Wed 12/04/2411930%GTI22 daysThu 10/31/24Wed 12/04/2412190%Product Training13 daysWed 08/14/24Tue 09/03/2412200%Schedule training12 daysWed 08/14/24Fri 08/30/2412290%Complete Training11 daysFri 08/16/24Tue 09/03/2412380%Closure12 daysWed 03/26/25Fri 04/11/2512390%Monitor Services During Production Verification PeriodJPMorgan10 daysWed 03/26/25Wed 04/09/2512012400%Transition to Service/ Production HandoverJPMorgan1 dayWed 04/09/25Thu 04/10/25123912410%Complete ProjectJPMorgan1 dayThu 04/10/25Fri 04/11/251240201420242034204420542064207420842094210421142124213421441984203420842134
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA Cover Letter | 1 |
●
Cost Proposal | April 30, 2024
Comprehensive Banking Services
Proposal for
City of Alameda, California
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA Pro Forma Analysis
April 2024
Customer: City of Alameda
AFP Number of Units
Unit
Price
Charge For
Service
ACCOUNT SERVICES
1005 - ACCOUNT MAINTENANCE 010000 3 $5.0000 $15.00
1008 - ACCT MAINT-INT ADJ BAL 010010 0 $5.0000 $0.00
1014 - ACCOUNT STATEMENT - PAPER 010310 1 $5.0000 $5.00 7640 - CREDIT POSTED- ELECTRONIC 010101 334 $0.0200 $6.68 7641 - DEBIT POSTED - ELECTRONIC 010100 131 $0.0200 $2.62 8007 - VIRTUAL REFERENCE MAINTENANCE 010040 0 $1.5000 $0.00
AUTOMATED CLEARING HOUSE
2237 - TRANS REVIEW MAINTENANCE 250000 3 $5.0000 $15.00 2695 - ACH MAINTENANCE 250000 2 $5.0000 $10.00
2700 - CREDIT ORIGINATED 250101 2,675 $0.0200 $53.50
2705 - DEBIT ORIGINATED 250100 0 $0.0200 $0.00
2716 - CREDIT RECEIVED 250201 200 $0.0200 $4.00
2717 - DEBIT RECEIVED 250200 0 $0.0200 $0.00
2720 - RETURN ITEM 250302 5 $3.0000 $15.00
2722 - NOTIFICATION OF CHANGE 251070 0 $2.0000 $0.00
2729 - RETURN NOTIFICATION - ONLINE 250400 0 $1.0000 $0.00 2730 - NOTIF OF CHANGE - ONLINE 250400 0 $1.0000 $0.00
2732 - ELOCKBOX FILE PROCESSING 250501 0 $5.0000 $0.00
2746 - JPM ACCESS ACH MAINTENANCE 250000 1 $5.0000 $5.00 2751 - ELOCKBOX RETURN - ELECTRONIC 250302 0 $0.5000 $0.00 2752 - ELOCKBOX NOC - ELECTRONIC 251070 0 $0.5000 $0.00 2753 - DELETION / REVERSAL - ELEC 250620 0 $1.0000 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 15 $2.5000 $37.50 2780 - ACH INQ-REQ FOR ADDL COPIES 251010 2 $5.0000 $10.00 2809 - NOTIF OF CHANGE - EMAIL 251070 0 $1.0000 $0.00
2810 - RETURN NOTIFICATION - EMAIL 250400 0 $1.0000 $0.00 2860 - TRANSACTION BLOCK MAINTENANCE 251050 1 $5.0000 $5.00 3175 - TAX PAYMENT ORIGINATED 25010B 0 $6.0000 $0.00
3181 - TAX PAYMENT SUMMARY REPORT 250720 0 $10.0000 $0.00 3183 - TAX PAYMENT CONFIRMATION 250720 0 $2.0000 $0.00
** 5488 - ELOCKBOX IMPLEMENTATION 251000 0 $1,000.0000 $0.00 5489 - ELOCKBOX MAINTENANCE 250000 0 $5.0000 $0.00
5490 - ELOCKBOX TRANSACTION RECEIVED 050300 0 $5.0000 $0.00 5493 - ELOCKBOX ADDENDA RECEIVED 250220 161 $0.0100 $1.61 5497 - ELOCKBOX TRN REPAIR MAINT 250000 0 $25.0000 $0.00 5498 - ELOCKBOX TRN REPAIR ITEM EDIT 359999 0 $0.1000 $0.00 ** 7616 - ACH SOFTWARE CUSTOMIZATION 251001 1 $0.0000 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0 $0.0200 $0.00 8020 - ACH ORIGINATED SAME DAY DEBIT 250100 0 $0.0200 $0.00 8021 - ACH ONLINE SAME DAY CREDIT 250101 0 $0.0200 $0.00 8022 - ACH ONLINE SAME DAY DEBIT 250100 0 $0.0200 $0.00
BAI/SWIFT/ISO REPORTING
6085 - H2H ACCOUNTS REPORTED 4004ZZ 3 $5.0000 $15.00
6093 - H2H CHECK ITEMS REPORTED 400632 1,233 $0.0200 $24.66
BANKING CENTER SERVICES
1306 - BRANCH CREDITS POSTED 100000 13 $2.0000 $26.00
1316 - BRANCH DEPOSIT-BAGGED COIN 100012 0 $7.5000 $0.00 1317 - BRANCH COIN DEPOSIT FULL BAG 100014 0 $2.0000 $0.00 1318 - BRANCH ORDER - COIN ROLL 100044 0 $0.2500 $0.00
1319 - BRANCH ORDER CURRENCY STRAP 10004A 0 $0.7500 $0.00 1320 - BRANCH DEPOSIT IN NON STD BAG 100012 0 $2.0000 $0.00 1332 - BRANCH DEPOSIT ADJUSTMENT 100500 1 $5.0000 $5.00 1333 - BRANCH ORDER PROCESSED 100040 0 $6.0000 $0.00
7173 - NIGHT DROP CASH VERIFICATION 100000 0 $0.0030 $0.00 7174 - TELLER LINE CASH VERIFICATION 100000 0 $0.0042 $0.00
DEPOSITORY SERVICES
501 - CHECK DEPOSITED-ON US 100220 89 $0.1000 $8.90
513 - CHECK DEPOSITED-TRANSIT 100224 266 $0.1500 $39.90 541 - REMOTE DEPOSIT CAPTURE ITEM 101310 437 $0.1500 $65.55 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 1 $5.0000 $5.00 1390 - REMOTE DEPOSIT CAPTURE MOBILE 101300 0 $1.0000 $0.00 Service Analysis*
Service Description
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA 1400 - CREDITS POSTED 010101 43 $1.0000 $43.00
1435 - RETURN ITEM 100400 2 $3.0000 $6.00
1450 - RETURN ITEM REDEPOSIT 100402 0 $2.0000 $0.00
DISBURSEMENT SERVICES
1321 - CHECK CASHING NON-ACCT HOLDER 150501 0 $0.0000 $0.00 2370 - CHECK / DEBIT POSTED 010100 647 $0.0200 $12.94
6639 - STOP PAYMENT - ELECTRONIC 150410 14 $5.0000 $70.00 6645 - IMAGE RETRIEVAL PER RETRIEVE 151352 25 $1.5000 $37.50 6646 - IMAGE RETRIEVAL >91DAY 151352 36 $2.0000 $72.00
INT REC & PAY - RECONCILE
6193 - REMITTER MGMT MAINT 050400 0 $25.0000 $0.00
6194 - MICR ENHANCEMENT 050121 0 $0.0500 $0.00
6200 - REMITTANCE ENTRY - ONLINE 059999 0 $0.0500 $0.00 6201 - REMITTER RECORD STORG 059999 0 $0.0200 $0.00
6810 - REMITTANCE ASSOCIATION MAINT 059999 0 $150.0000 $0.00 6858 - REMITTANCE AUTO-ASSOCIATION 059999 0 $0.1000 $0.00 6859 - REMITTANCE CAPTURED - EMAIL 059999 0 $0.0500 $0.00
INT REC & PAY - REPORT
6179 - RECEIVABLES MAINT - ONLINE 050005 0 $150.0000 $0.00 6187 - LONG TERM STORAGE - CHECK 050620 18 $0.0200 $0.36 6188 - LONG TERM STORAGE - DOCUMENT 050620 18 $0.0200 $0.36 6191 - ALERTS - PER ALERT 011021 0 $1.0000 $0.00
6198 - RECEIVABLES MAIN - REPORTS 05031Z 6 $10.0000 $60.00 6280 - RECEIVABLES MAINT - RETURNS 100416 1 $20.0000 $20.00 6800 - TRANSMISSION MAINT - INBOUND 050400 0 $35.0000 $0.00 6844 - RECEIVABLES PRESENTMENT MAINT 409999 0 $60.0000 $0.00 6846 - LONG TERM STORAGE - PAYMENT 050620 0 $0.0200 $0.00 6852 - TRANSMISSION MAINT - DATA 050400 1 $35.0000 $35.00 6853 - TRANSMISSION PER ITEM - DATA 050401 0 $0.0500 $0.00 6854 - RECEIVABLES MAINT - DOWNLOADS 050406 0 $25.0000 $0.00 6855 - TRANSMISSION MAINT - IMAGE 050420 0 $100.0000 $0.00 6856 - TRANSMISSION PER ITEM - IMAGE 050420 0 $0.0300 $0.00
JPMORGAN ACCESS
6040 - MONTHLY SERVICE 401000 1 $20.0000 $20.00
6041 - ACCOUNTS REPORTED 40044Z 2 $15.0000 $30.00
6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 1,128 $0.0200 $22.56
LIQUIDITY SERVICES
5741 - GLASS IN-CNTRY SWEEP MASTER 010020 1 $10.0000 $10.00 5742 - GLASS IN-CNTRY SWEEP PARTICIP 010021 1 $5.0000 $5.00 7848 - MONEY MKT FUND EOD SWEEP-MAINT 450020 0 $30.0000 $0.00
RECEIPTSTREAM/ENH REC SVCS
2642 - EDI ACCOUNT FEE 300010 0 $50.0000 $0.00
RECONCILIATION SERVICES
3205 - FULL RECONCILEMENT - PER ITEM 200110 689 $0.0200 $13.78 3207 - FULL RECONCILEMENT - MAINT 200010 2 $40.0000 $80.00 3228 - PAYEE NAME VERIFICATION 150122 634 $0.0100 $6.34 3262 - POSITIVE PAY MAINTENANCE 150030 2 $0.0000 $0.00
3263 - EXCEPTION ITEM 150300 14 $1.0000 $14.00
3291 - OUTPUT FILE 200301 3 $10.0000 $30.00
3376 - ARP CUSTOM REPORT 200324 3 $15.0000 $45.00
SCANNABLE LOCKBOX
6107 - SNLB SCANNABLE ITEM 050101 0 $0.3000 $0.00
6108 - SNLB OCR DOCUMENT 050122 0 $0.0300 $0.00
6141 - SNLB OCR DOC IMAGE CAPTURE 05011R 0 $0.0900 $0.00 6209 - SNLB SORT - MANUAL 050113 0 $0.3000 $0.00
6210 - SNLB BALANCING 05011P 0 $0.1000 $0.00
6255 - SNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00
VAULT SERVICES
1310 - VAULT DEPOSIT 100100 56 $1.7500 $98.00
1459 - VAULT DEPOSIT PER $1,000 10011Z 33 $0.5000 $16.50 1475 - VAULT DEPOSIT ROLLED COIN 100110 0 $0.2000 $0.00 1476 - VAULT ORDER COIN ROLLS 100144 0 $0.1400 $0.00
1477 - VAULT ORDER - COIN ROLL BOX 100146 0 $0.1200 $0.00 1479 - VAULT ORDER COIN BAG LOOSE 100147 0 $3.7500 $0.00 1495 - VAULT STANDARD ORDERS 100141 0 $7.0000 $0.00
1497 - VAULT ORDER CURRENCY STD STRAP 10014A 0 $0.6000 $0.00 1498 - VAULT EXPEDITED SPECIAL ORDERS 100143 0 $20.0000 $0.00 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA 1499 - VAULT ORDER CURR NON STD STRAP 100148 0 $0.0500 $0.00 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 16 $4.0000 $64.00 1525 - VAULT DEPOSIT STD COIN BAG 100113 0 $2.0000 $0.00 1535 - VAULT ENVELOPE DEPOSIT VERIF 100104 0 $2.0000 $0.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 2 $4.0000 $8.00
1623 - REMOTE CASH CAPTR DEP PER $1K 100100 0 $0.5000 $0.00 1641 - REMOTE CASH CAPTR PER LOC FEE 100100 0 $50.0000 $0.00
WHOLESALE LOCKBOX
6101 - LOCKBOX - MAINT 050001 2 $125.0000 $250.00
6102 - WNLB ADDITIONAL DAILY DEPOSIT 050302 0 $25.0000 $0.00 6103 - WEEKEND PROCESSING 050136 0 $50.0000 $0.00
6106 - WHOLESALE ITEM 050100 4 $0.2000 $0.80
6114 - UNPROCESSABLE ITEM 050530 0 $0.6000 $0.00
6115 - NO CHECK ITEM 05011M 1 $0.5000 $0.50
6116 - CHECK CLEARING 10021Z 4 $0.0500 $0.20
6117 - INCOMING COURIER PACKAGE 05011P 2 $20.0000 $40.00 6120 - CASH PROCESSING 05013B 0 $11.0000 $0.00
6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 6126 - CHECK MICR CAPTURE 050121 0 $0.0250 $0.00
6127 - DATA CAPTURE 050126 105 $0.0100 $1.05
6133 - PAPER CHECK COPY 05011A 2 $3.5000 $7.00
6134 - REASSOCIATE CHECK TO DOC 050115 4 $1.0000 $4.00
6135 - PAPER DELIVERY PREP 05011L 7 $0.2500 $1.75
6137 - COURIER DELIVERY SERVICE 050413 0 $4.0000 $0.00
6138 - POSTAGE 050410 14 $0.5319 $7.45
6139 - CLOSED LBX IMAGE VIEWING 050005 0 $20.0000 $0.00 6140 - DOCUMENT IMAGE CAPTURE 05011R 18 $0.0500 $0.90
** 6154 - ADDITIONAL PROGRAMMING 050137 0 $75.0000 $0.00 6167 - WNLB >10 ACCEP PAY > 5 UNACCE 050131 0 $1.0000 $0.00 6168 - WNLB 25+ ACCEP PAY 10+ UNACCEP 050131 0 $3.5000 $0.00 6171 - WNLB BALANCING 05011P 0 $0.1500 $0.00
6245 - DEPOSIT PREPARATION 050301 0 $2.2500 $0.00
6805 - ONLINE DECISION MGR MAINT 050006 0 $75.0000 $0.00 WIRE - U.S.
5822 - ELECTRONIC BOOK DEBIT S/T 350120 0 $3.0000 $0.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0 $5.0000 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 17 $4.0000 $68.00 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0 $5.0000 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0 $4.0000 $0.00 5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0 $5.0000 $0.00 5842 - BANK INITIATED FED DEBIT 350220 0 $500.0000 $0.00 5886 - BOOK CREDIT 350320 0 $3.0000 $0.00
5887 - FED CREDIT S/T 350300 6 $4.0000 $24.00
5888 - FED CREDIT REPAIR 350330 0 $5.0000 $0.00
5889 - CHIPS CREDIT S/T 350300 0 $4.0000 $0.00
5890 - CHIPS CREDIT REPAIR 350330 0 $5.0000 $0.00
Proforma Notes, Assumptions & Disclaimers
* Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.
*** Pricing provided is a guarantee of the five (5) year contract period, any additional years thereafter may be subject to a price adjustment upon mutual agreement.
**** Please note that while every attempt is made to identify each applicable service code between the incumbent bank and J.P. Morgan, the line items listed in this pricing may entail additional and optional line items denoted at zero (0) volume that were not listed.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
PN: 2826086
Document Checklist l JPMORGAN CHASE BANK, N.A.
03 June 2024
CITY OF ALAMEDA
2263 SANTA CLARA AVE RM 220
ALAMEDA, CA 945014482
USA
Thank you for choosing JPMorgan Chase for your banking needs. Below is a list of documents contained in this package that pertain to the products and/or services you have requested, with instructions for each document.
In striving to deliver best-in-class service, we encourage you to complete and return any of the attached documentation requiring signature within 5 business days from the day you receive this package. Please let us know if there is any way we can assist you. We understand that on occasion this timeline cannot be met due to other priorities, the complexity of requirements, and/or the availability of authorized signatories. In such cases we kindly ask that you advise us when we can anticipate receipt of the documentation or if there is any additional support we can provide. Timely receipt of the documents enables us to better complete your request in the desired timeframe.
For your protection, where documents in this package are being sent as e-mail attachments and have been pre-filled, the account and/or SSN/TIN number has been truncated to the last 4 digits, or the documents have been encrypted and may require a password to open.
We at JPMorgan Chase are fully committed to meeting your banking needs. We are happy to answer any questions you may have regarding the attached documents. If you need assistance, please do not hesitate to call.
Kind regards,
John Wacaster
+19498336637
[email protected]
3 Park Plz
Irvine, CA 92614-8505
Document Name ID Instructions
Global Account Terms 1 For Reference Only
Consolidated Service Terms for
Commercial Bank and Dealer
Commercial Services
2 For Reference Only
Global Account Terms - US
Addendum
3 For Reference Only
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
PN: 2826086 DOC ID: 1 Page 2 of 42
ACCOUNT TERMS V1.7_02_03_21
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. All accounts subject to the Account Terms are, regardless of their location, referred to as “ Accounts”. 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. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account-related documentation, including signature cards and application forms (the “Account Documentation”).
The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank’s prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services.
The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms.
The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein.
1. Authorized Persons.
1.1 Authorized Persons. The Bank is authorized to rely on any document or designation 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 Authorized Persons in the manner requested by the Bank.
1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, 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; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction.
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 init iate 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 message, 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 suc h notice and has had a reasonable opportunity to act upon it.
2. Security Procedures; Confirmations.
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 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized.
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.
Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank’s electronic channels , the Customer’s SWIFT BIC codes , or other electronic channels through which the Bank has notified Customer that it will accept Instructions, then Bank may rely on authentication procedures established by such electronic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions.
Security Procedure for 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 aut henticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deem ed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party.
2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the In struction 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 subject to receipt of 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 market 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 market 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 ef forts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank’s possession. For purposes of determining when an Item is sent to the Customer, the provision of an image of the Item or inform ation identifying the Item (e.g., Item number, amount, date of Item) is a sufficient substitute for the actual Item.
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 credi t 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.
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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.
5. Funds Transfer Instructions.
5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank’s funds transfer business days, and within the Bank’s establi shed cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary’s bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing.
The Bank shall not be required to inquire into the circumstances of any transaction.
5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of execut ing the funds transfer Instruction that the Bank deems reasonable in the circumstances.
5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary’s bank, may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name.
5.4 Foreign Exchange.
(a) 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 receives a 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.
(b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relev ant date.
The Bank may generate additional profit or loss in connection with the Bank’s execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. 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. Any such foreign exc hange 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. (c) 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 sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft.
6. Interest; Fees; Taxes.
6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion, subject to any withholding or deduction for tax as required by applicable law (including the Foreign Account Tax Compliance Act (“ FATCA”)). The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). If the rate applied by the Bank is negative, the Customer may be required to make a negative rate pay ment, including on non-interest bearing Accounts, which the Bank shall be entitled to collect by debiting the Account.
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6.2 Fees and Taxes.
(a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance-deficiency, and service fees and other charges (collectively “Fees”). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to “Taxes” shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other dut ies 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 “Deduction”) related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by appli cable 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.
6.3 Tax 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.
7. Account Statements.
The Bank will issue Account statements, confirmations, or advices (“ Account Statements”) at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer’s reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (including by posting such Account Statement on a Bank website).
8. Overdrafts.
8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, 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 permit s an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice.
8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion.
9. Set Off; Security Interest.
9.1 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 pay ment, 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.
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9.2 Security Interest. 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. Confidential Information; Agents; Consents.
10.1 Confidential Information. “Confidential Information” means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank’s breach of this section, information the Bank develops independently without the use of Confidential Information, or information the Bank obtains from a third-party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information. (b) The Customer authorizes the Bank and its agents, employees, officers and directors and affiliate s to use Confidential Information (i) to provide services to and administer the relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v) to improve and develop products or s ervices, including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory or tax requirements or tax reporting or any industry standard, code of practice, or internal policies or (vii) with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection (b), the Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii) to the Bank’s professional advisors, auditors or public accountants; (iii) the Bank’s subsidiaries, affiliates and branches and their relevant parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank’s rights under the Account Documentation; and (v) with the consent of the Customer. (d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank’s or Customer’s businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligations of the Bank. (e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service providers to process or store Confidential Information on its behalf, both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United St ates of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business.
10.2 Agents. The Bank may appoint or retain any agent (who may be any affiliate of the Bank or any unaffiliated third party) either at the Account location or outside, to perform data processing, collection and/or any other services in connection with the Accounts and Services.
10.3 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 Accounts or 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 losses or expenses directly 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 b y 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 governmental or other authority, de jure or de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of the other party or its em ployees), 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 correspondent, 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.
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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 attorneys’ 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 S ervice 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 for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation.
Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud.
13. Notices.
13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documents may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time.
13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by or dinary 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.
Either the Bank or the Customer may close an Account and/or terminate a Service:
(a) by giving the other party not less than thirty (30) calendar days’ prior written notice of intent to close or terminate, or (b) immediately 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 party’s inability to meet its debts as they become due, receivership, administr ation, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party’s creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determinat ion 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 party’s policies, provided however, that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice.
The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service, but shall not be precluded from co mpleting a request or Instruction received by it prior to the date of the closure or termination. 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. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated, the Bank may issue a cashier’s check and send it to the address of the Customer on the Bank’s record.
15. Account Disclosures.
15.1 Rejection of Funds; Reversal of Erroneous Postings. (a) 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. (b) The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted.
15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function 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; (ii) as required by applicable law, legal process affecting the Account, or order of any relevant government regulatory, judicial or tax authority, including a levy or restraining notice; (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 when due.
15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross-border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank.
15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties.
16. Governing Law and Procedure.
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 jurisdiction in which the branc h holding the relevant Account is located.
16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a 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.
16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch or affiliate 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 and waive any objection to venue or their convenience as a forum. 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, state or province with jurisdiction including, to the extent allowed by law, concurrently in any number of countries, states or provinces.
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 and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties’ successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under t he Account Terms, Service Terms or Account Documentation without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring involving the Bank or its business; upon notice to the Customer, and the Customer hereby consents to the same.
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 Document ation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer.
17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms 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 Terms, 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 m ean 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, l icense, 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 with the Bank’s policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohi bited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank’s opinion, conflict with applicable law or market 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.
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17.6 Amendments; Supplements; Waivers. All amendments must be in writing. 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 ti me 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.
The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver s hall 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 suffici ent 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) for itself or its assets from jurisdiction of any court, suit or legal process (whether from service of notice, inj unction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity 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 Int ernet in the countries identified by the Bank; and (ii) t o 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. To the extent permitted by applicable law, the Customer acknowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the purposes of ensuring compliance with the Bank’s legal and regulatory obligations and the Bank’s internal policies. The Customer shall notify and obtain their employee’s consent to such recording and monitoring where required by applicable law.
17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and market practices of the applicable clearing or settlement systems or payment networks.
17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank’s role or acquiescence in the destruction of the originals.
17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (including interviews) or publish any promotional or marketing materials, publicity or press releases, customer listings, testimonials or advertising in relation to the Accounts or Services or the s ubject matter of these terms and conditions without obtaining the prior written approval of Bank.
17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer:
when the Customer opens an Account, the Bank may ask for the Customer’s name, address, date of birth (for 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 furnish the same to the Bank in a timely manner. The Bank may als o request further information and/or documentation in connection with the provision of the Accounts or 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 s uch information and/or documentation is true, correc t 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 receiv ed by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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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 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 disclos e to the Bank activity in the Customer’s Accounts that is suspicious or violates applicable laws or sanctions.
If the Customer fails to provide or consent to the provision of any information required by this Section, the Bank may close any Account or suspend or discontinue providing any Service without further notice.
17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account Document ation available to the Customer via electronic means (including by posting on a Bank website or electronic signature platform). The Bank may request that an Authorized Person “click” or electronically sign to indicate the Customer’s approval of such terms. The Customer agrees that the act of “clicking” its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer’s acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation.
18. Interpleader; Reimbursement.
18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer’s Accounts, including any dispute: (i) regarding the ownership of or entitlement to the funds; (ii) regarding the persons authorized to issue Instructi ons or act on behalf of the Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute.
18.2 Reimbursement. The Customer agrees to reimburse the Bank for any expenses, including its attorneys’ fees and costs incurred in connection with the resolution of disputes (including interpleader proceedings) or in connection with the Bank’s response to, any legal or regulatory process relating to an Account or the Services.
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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V5.5_07_28_23
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
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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 m anagement services (“Service Terms”) J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Rega rding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable.
This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank’s Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
We look forward to serving your business needs and thank you again for choosing Chase.
SERVICES FOR CUSTOMERS
A. ACH Origination Service Terms V2.2_10_28_22
B. ACH Transaction Blocking ACH Transaction Blocking with Positive Pay and ACH Transaction Review Service Terms V1.3_07_28_23 C. Lockbox Service Terms V1.5_05_20_21
D. Coin and Currency Service Terms V1.6_12_06_19
E. Positive Pay Reverse Positive Pay and Payee Verification Terms V1.5_01_04_23 F. Controlled Disbursement Service Terms V1.4_10_25_13
G. Image Cash Letter Service Terms V1.10_05_24_21
H. Check Print Service Terms V2.0_07_17_20
I. ACH Tax Payment Service Terms V1.1_11_26_13
J. Remote Capture Services Terms V1.3_10_16_19
K. JP Morgan TS Electronic Channels Service Terms V4.2_02_12_20 L. Healthcare Link Processing Service Terms V1.3_08_25_22
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SERVICE TERMS – CONSOLIDATED SERVICE TERMS 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 SERVICE TERMS
The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules.
Customer and JPMorgan Chase Bank, N.A. (the “Bank) agree to comply with and be bound by the Rules as in effect from time to time.
1. 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. Further, the Customer’s origination of WEB, TEL and IAT Entries r equires additional pre- approval by the Bank; if the Customer attempts to originate such Entries without first obtaining such approval, the Entries may be suspended, delayed or rejected pending completion by the Bank of product due diligence, know-your-customer and/or other review as the Bank determines to be necessary in its discretion. 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 s pecifies 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 commerciall y 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.
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 C redit 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.
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Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that.
4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file spec ifications 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 acknowl edges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank’s express consent to do so.
Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof.
Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry.
5. Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in acc ordance 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 s hall 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 otherwis e originate an RCC or paper draft.
6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and Customer is responsible for all costs and expenses of Customer’s provider.
7. Notification to Bank if Customer is or Becomes a Third Party Sender . Customer will not initiate Entries as a Third Party Sender or otherwise originate Debit Entries or Credit Entries on behalf or for the benefit of other persons or entities witho ut prior notification to, and approval of, the Bank. Accordingly, Customer will notify Bank if Customer at any time intends to become a Third Party Sender and will not commence such activity unless and until Bank approval is obtained.
8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply wit h 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 syst em 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 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made availabl e no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date.
9. Same Day Entries. The terms set forth in this Section 9 apply to any Same Day Entry, as such term is defined in the Rules, originated by the Customer. From and after the effective date specified under the Rules for Same Day Credit Entries and Same Day Debit Entries (or such other dates as may be communicated to the Customer by the Bank), subject to the conditions set forth in this Section 9, any Credit Entry or Debit Entry submitted to the Bank that meets the criteria set forth in the Rules for a Same Day Entry (“Same Day Criteria”) may be processed and released by the Bank in such time and manner as to enable same day processing and settlement by the applicable ACH Operator and RDFI.
The Bank may, in its sole discretion, provide the Same Day ACH Service to its customer segments on either an opt-out basis or an opt-in basis. If the Service is provided to the Customer on an opt-out basis, any Credit Entry or Debit Entry transmitted to the Bank in the name of the Customer that meets the Same Day Criteria may be processed as a Same Day Entry (from and after the Respective Implementation Date), and the Customer will be charged applicable fees for such processing. The Customer may elect to exclude transactions from Same Day ACH processing by notifying the Bank in writing (or by such other means as the Bank may specify) of specified Company IDs that the Customer wants to excl ude from Same Day ACH processing even if the Same Day Criteria ar e met. In such case, the Bank will exclude files/Entries with such Company IDs from the Service. If the Service is provided to the Customer on an opt-in basis, the Customer may request that its originated Entries meeting the Same Day Criteria be processed on a same day basis; otherwise, such Entries will not be processed on a same day basis. As a result of the implementation of the Same Day ACH processing, there may be changes to the posting times for Entries; Same Day ACH Entries as well as Entries originated to accounts of Receivers at the Bank may be posted to Receivers’ accounts earlier than posting was occurring prior to implementation of Same Day ACH processing. Notwithstanding anything to the contrary contained in these Service Terms, certain Bank transmission channels will not provide capability for origination of Same Day ACH Entries or will provide such capability at a later time than other channels.
10. 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 BLOCKING WITH POSITIVE PAY
AND ACH TRANSACTION REVIEW SERVICE TERMS
1. ACH Transaction Blocking
(a) Service. JPMorgan Chase Bank, N.A. (“Bank”) provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer’s account with Bank. Customer can select from a variety of authorization or blocking criteria and advi se Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.
(b) ACH Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct ACH Company ID for each such Originator. Customer must supply the Bank, through the designated user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The ACH Company ID will be the sole criterion for blocking debit and credit entries (unless Customer has also set maxi mum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator Customer understands that ACH Company IDs are not unique and that an ACH Company ID may identify more than one Originator, and one Originator may have multiple ACH Company IDs. Customer understands that ACH Company IDs are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses an ACH Company ID other than the one Customer identifies.
Bank will not be responsible for transactions blocked or allowed in accordance with the instructions Customer provides for the ACH Company ID.
2. ACH Transaction Blocking with Positive Pay
(a) Service. Bank also provides a service that allows Customers who are currently setup on ACH Transaction Blocking to elect an optional billable feature which provides notification to Customers prior to posting or return of any ACH debit entries and/or credit entri es identified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer. (b) Bank will provide such notification to Customer by a method prescribed by Bank, and Customer shall have an opportunity to provide instructions to Bank prior to a designated cut -off time (“Cut-Off Time”)s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer’s Block rule specifies return of such Entry), or (b) return the debit Entries and/or credit Entries instead of allowing them to be processed (where the Customer’s Block rule specifies processing of such transactions). If the Customer does not provide such instructions prior to such designated cut-off time or if an Entry with a same day effective date is received after such designated cut -off time, Bank will disposition such Entries in accordance with the Customer’s established ACH Transaction Block rules for that account.
(c) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut-off time, and in a manner and form acceptable to the Bank to add allowable or non- allowable IDs to their ACH Transaction Blocking profile rule directly from transaction s details presented for decisioning.
(d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut-Off Time.
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3. ACH Transaction Review
(a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer’s account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available thr ough the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or 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 Customer to review not later than a designated time on the banking day following the day on which the transacti ons are posted to the Customer’s account. The details provided by Bank for each entry will include account number, dollar amount, ACH Company ID , receiver’s name, standard entry class code and settlement date. (c) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank’s designated cut-off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wishes to return. Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. 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 Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) 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 Customer’s ac count to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance.
4. ACH Transactions Not Subject to ACH Transaction Blocking, ACH Transaction Blocking with Positive Pay or ACH Transaction Review.
Notwithstanding anything to the contrary in these Service terms, the following types of ACH transactions will not be made available for Customer’s review and decisioning:
• debits or credits to Customer’s account to offset any ACH entries originated by Customer through Bank ; • reversals of previously received ACH entries.
• returns or reversals by the RDFI of ACH entries originated by Customer through Bank; • reclamation entries;
• debits or credits to Customer’s account initiated by 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 Customer owes Bank or Bank’s affiliates; and • if Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that service.
5. Incorporation of Account Documentation. 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 Transaction Blocking and/or Transaction Review Services, Customer agrees to these Service Terms.
C. LOCKBOX SERVICE TERMS
Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer’s remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer’s deposit account.
1. Lockbox Service. The Bank shall provide the Customer remittance processing and deposit services as described in these Service Terms (the “Service” or “Lockbox Service”) to support its accounts receivables business needs. Through this Service, the Customer’s remittances are sent to a designated post office box (“Post Office Box”) and/or delivered to or via courier to the designated Bank location by the Customer. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. The Bank may direct the Customer to include specific codes or formats within its assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring its customers’ payments to Customer are properly addressed in order to prevent delays in processing. Customer agrees not to send cash to the Bank in connection with the Lockbox Service.
The Bank will collect all mail from the designated Post Office Box and deliver it to the Bank’s lockbox processing site(s) . The Bank will open the mail, process the remittance information and process the checks or cheques (collectively, “checks”) eligible for this S ervice (the “Items”) in accordance with the Customer’s instructions and the Statement of Work and/or Service Guide (as such terms are defined below), if applicable.
Upon completion of the remittance processing work, Bank will image the eligible Items and process them for credit 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 (x) the Customer has instructed the Bank to accept all payees or (y) the Customer has provided proper authorization to process for credit or collection of such Items; and (iv) any other matter or merchandise received (collectively, “Remittance Processing”). The Bank will not process DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, inc luding 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 irrevocably appoints the Bank (and all persons the Bank designates in connection with the Lockbox Service) to endors e Items with the Customer’s name. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank and shall be deemed to make all of the warranties of a transferor of such Item under applicable law.
(a) The Customers requiring “Caller Service” or “Business Reply Mail Service” (as such terms are used by the United States Postal Services (“USPS”)) or any similar service at the USPS or Canada Post Corporation (“CPC”) for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the USPS or the CPC, as the case may be, and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS or the CPC, as the case may be, for such services or any other action taken or not taken by the USPS or the CPC, as the case may be.
(b) The Bank may, at its sole discretion, provide the Customer additional optional Services including, without limitation, Decisi on Manager (as defined below), non-deposit remittance Items (i.e., the Bank will process and deposit only Items that meet the Customer directed rules for deposit), early transmission of remittance data, customized grouping and sorting of Items (i.e,, the Customer instructs the Bank to further group and sort the contents of its mail according to criteria specified by the Customer) and imaging and additional data capture requirements of remittance data to create customized transmission files and reporting (collectively, the “Value Add Services”). The Custom er shall submit to the Bank a completed implementation requirements document (the “Statement of Work”) instructing the Bank to perform the Value Add Services agreed to by the Customer and the Bank. The Customer may receive user guides and other materials (“Service Guides”) setting forth the terms and conditions upon which such Value Added Services shall be provided to the Customer by the Bank. The Customer acknowledges and agrees that Remittance Processing and, if applicable, the provision of Value Add Services (collectively, “Pre- Deposit Processing”) may result in Items not being deposited until completion of such Pre- Deposit Processing in acc ordance with Customer’s instructions. Decision manager (“Decision Manager”) is an exception workflow tool to which clients can subscribe. Upon the Bank’s review of the mail and remittance information for Items that do not meet a Customer’s specified requirements for deposit (e.g., check and invoice amounts do not match, incorrect payee name, incorrect amount, etc.) or reported as processing exceptions (“Exception Items”) , the Bank will notify the Customer of such Exception Items by posting such Exception Items on a designated website or application. The Customer must communicate i ts decision for Exception Items within the deadline indicated in the Statement of Work. The Customer agrees that the Bank shall not deposit such Exception Items until the Bank receives an instruction from the Customer. If the Customer fails to provide an instruction within the timeline specified, the Bank will either return the Item unprocessed to the Customer or follow the default instruction specified in the Statement of Work.
(c) 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.
(d) The 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 the Customer as unprocessable; provided, however, upon Customer’s request, but at the sole discretion of the Bank, the Bank may process or collect foreign checks on behalf of Customer subject to terms and conditions in the Account Documentation.
2. Availability Schedule. The Bank will deposit eligible Items to the Customer’s designated deposit account in accordance with the Bank’s Availability Schedule provided to the Customer. The Customer agrees that Items that require special handling may receive delayed availability.
3. Returned Items; Re-presentment. If any Item is rejected, reversed, or returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Acc ount. 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.
4. 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 fourteen (14) days. All original documents will be destroyed fourteen (14) days after processing. 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, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Media") at the intervals agreed upon between the Bank and the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per t he 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 through the Delivery Media.
5. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to t he Imaged Items, Imaged Documents and lockbox transaction data.
6. 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.
7. Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same.
The Customer is responsible for ensuring that the processing and payment cut -off times established by the Bank are in compliance with the Disclosures and the Customer’s responsibilities under applicable laws and regulations.
D. COIN AND CURRENCY SERVICE TERMS
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 O rder”). 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 withi n 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 an d 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 w ill 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.
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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 c ourier 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 sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank’s guidelines and contain only Cash and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Bank will open the bags and process the deposits.
(a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag.
2.3. Courier Service through the use of a Smart Safe 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 deposit/adjustment 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 th e 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 represent ative designated in the service implementation questionnaire will be notified 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 inc luded in a bag...
2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank’s unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number (“PIN”). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer’s Courier is physically present at one of the Bank’s unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility.
2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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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 TERMS JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Positive Pay, Reverse Positive Pay and Payee Verification Service Terms (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 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 serv ice 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 that have been 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 that have been presented for payment. 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 must 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. With Positive Pay, the Bank will compare items (i), (ii) and (iii) (and, in the case of Payee Verification, item (v)) of the Issuance Information with the applicable information from the Items presented to the Bank for payment against the Account. If Customer has properly set up an issue date limitation, then Bank will compare the date the Item has been paid with the iss ue date in the Issuance Information. For Reverse Positive Pay, the Bank will provide the Customer access to the Issuance Information, and the Customer will compare such information with the Items Customer has 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. If Customer fails to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the Issuance Information or for processing and payment of such Item. 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 s uch 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 access to the 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, t he 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. “Banking Day” means any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be open for business.
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. 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 It ems below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer’s 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. Customer understands that Bank will not be liable to Customer (i) for any discrepancy in the payee name if the discrepancy was not detected due to the check stock or the print format of the Item not passing the Bank’s testing (including, without limitation, with respect to the payee name placement) or (ii) for any discrepancy in the payee name if the payee name was handwritten on the Item.
5. Voided Items and Stop Payments.
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For any Item listed on Customer’s Issuance Information which Customer decides it no longer wishes to pay: (a) if the Item is physically in the Customer’s possession, Customer may place a void notice in the Issuance Information for such Item, or (b) if the Item is no longer physically in its possession, the Customer must place a stop payment request with the Bank in accordance with the Bank’s requirements and the Account Documentation. If the Customer does not place a stop payment request for an Item not phy sically in Customer’s possession as set forth in (b) above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer’s account for the payment of such Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer’s failure to place a stop payment on such Item.
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 terms, in lieu of signature examination, wil l 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 and Encashment.
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 or deposit 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 at the teller line based upon the Issuance Information . 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, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over -the- counter. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment.
8. Non-Standard Items.
The Service(s) shall not apply to any Item that does not meet the Bank’s set -up requirements for Items to be eligible for the Services (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary) (“Non- Standard Items”). Customer acknowledges that (i) the use of Non- Standard Items may increase the likelihood of fraud, such Non- Standard Items may not be accepted for deposit at financial institutions, and the use of Non- Standard Items may lead to processing delays in the failure of such Non- Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non-Standard Items may result in the Bank’s fraud protection services not being able to operate as designed such that Non- Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non-Standard Items may be treated as non-cash items for purposes of Regulation CC.
Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non-Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank’s branch locations. Customer agrees that Customer’s decision to use Non-Standard Items which result in the inability to meet the formatting standards required by the Bank’s Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively “Unauthorized Item”) in situations where a Non-Standard Item is paid against the Customer’s account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank’s formatting requirements, (b) Customer shall not claim against the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will hav e exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspec tion of any such Item, even if it is an Unauthorized Item.
9. Incomplete Activations and Service Suspensions.
Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer’s final activation of the Service [i.e., actioning “pending positive pay”] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services.
F. CONTROLLED DISBURSEMENTS SERVICE TERMS
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 wil l have no liability for any loss related to an Item presented against the Contr olled Disbursement Account which would otherwise generally have been returned under such positive pay services.
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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 s hould 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 instit ution (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 Disbursem ent Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Accoun t shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account.
5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer’s Controlled Disbursement Account.
6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer.
7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank’s sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer.
8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting direct ly 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 SERVICE TERMS
1. Service.
JPMorgan Chase Bank, N.A. (the “Bank”) which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the “Service”) in accordance with the provisions set forth in this document (the “ Service Terms”). The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and ser vices and the ACH Origination Service Terms as may be applicable (“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.
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 c onvert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, “Checks” shall mean original paper 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 the Bank prior to the deposit deadline. Any Transmission will be deemed to have been recei ved by the Bank when the entire file has been written onto the Bank’s system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer a s 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 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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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 prov isional, 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 Cust omer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method.
5. Suspension/Cancellation of Service.
Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatic ally 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 TRUNCATE AND CREATE TRANSMISSIONS FO R 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; (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE.
7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY
DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION
ERROR AND ACCE SS 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 ACCO RDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION.
8. INDEMNIFICATION.
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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) A BREACH OF ANY
WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION.
9. Pricing Schedule/Volume/Termination Penalties.
Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer.
Such termination fee shall be paid within thirty (30) days’ after the effective termination date.
10. Audit.
Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the T ransmissions are processed under this Service upon reasonable prior written notice from the Bank.
11. Customer Offering Mobile Check Delivery Application.
If Customer offers its own customers (“Customer’s Client”) a mobile deposit solution through the Customer’s (or its vendor’s) mobile check delivery application (“Application”), allowing the Customer’s customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following:
A. Customer will only send images of Checks that are made payable to Customer.
B. Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to compl y with the requirements of these Service Terms.
C. Customer’s Clients are required to enter into the Customer’s Application service terms and conditions or a similar agreement setting forth the Customer’s Client’s obligations and limiting the use of the Application for only original paper checks that are made payable to the name of the Customer. Such terms shall include the Customer Client’s agreement that use of the Application constitutes their issuance and delivery of the Check to the Customer, and the Customer is a holder of the Check.
D. Customer prohibits use of the Application from OFAC prohibited countries.
12. 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 B ank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended fr om time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designat e 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 SERVICE TERMS
The Check Print Service enables the Customer instruct the Bank to create and mail checks and/or documents on behalf of the Customer.
1. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print Order”). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms.
2. Check Pull Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank’s manual check pull request form (“Check Pull Request”); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted.
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.
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4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance (“Documents”); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances.
5. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission.
6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein.
7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change.
8. Limitation of Liability.
The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful.
9. Cashier’s Checks. If the Bank creates cashier’s checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Da y One”); (b) the Customer authorizes the Bank to debit the Customer’s designated account (“Funding Account”) for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being process ed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check, the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, Customer will be able to view information regarding the cashier’s checks which were funded and created and those that were rejected; (g) any information from the File Information which can not be used to create a cashier’s check will be communicated to the Customer for fur ther research and reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures.
I. ACH TAX PAYMENT SERVICE TERMS
1. Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay:
• any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time;
• certain state taxes; and
• certain municipal taxes.
Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”).
2. Receipt of Instructions and Cancellations . Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined).
The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitati on, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Cu stomer 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. T he Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone tel ephone access.
Customer shall designate an administrator (the “Administrator”) who shall have authority in accordance with the oper ational 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 A uthorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s request, a list of Authorized Users.
4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service prov iders is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank’s recommended system configuration.
5. Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer’s applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on custom er’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 N ACHA 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.
7. Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’ s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified.
8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority withi n a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to gi ve prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.
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9. Limitation of Liability . Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months.
10. Incorporation of Account Documentation; Termination . The Bank’s terms governing the operation of business accounts and services (“Account Documentation”) are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer’s breach of the NACHA Rules.
J. REMOTE CAPTURE SERVICE TERMS
Remote Capture 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 Remote Capture 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 Terms, the provisions of these Service Terms will prevail.
(a) Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherw ise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Custom er 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.
(b) 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.
(c) 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. H owever, 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 Cust omer 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 Terms, 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 b y 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 wil l be determined by the time displayed on the Bank’s internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time.
4. Foreign Items
The Service only accepts and processes Items drawn on U.S. chartered banks.
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5. 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 MICR-line 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 discreti on. 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 T erms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, 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.
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) ar e 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.
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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. J.P.MORGAN TREASURY SERVICES ELECTRONIC CHANNELS SERVICE TERMS
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® Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to- Host/managed 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 terms governing the business accounts and services, including service terms 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 Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Custom er. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
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 and Other Controls 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 2.6 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 2.5.
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 2.6 below) and transaction review as specified in Section 2.5 or (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by S ecurity Device assigned to that Authorized User and transaction review as specified in Section 2.5.
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 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. For the avoidance of doubt, none of the controls described i n this Section are part of the Security Procedures for the channels.
2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Host-to-Host/managed file transfer channel 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 2.5. 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”.
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specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include t he 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 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 expirati on date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration.
2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5.
2.4.1. Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank-generated token (“API Token”).
2.4.2. Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API channel.
2.4.3. API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Security Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any request to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank.
2.5. 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.
2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Acc ess 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, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any credentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token 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.
2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 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.
2.8. 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 or API Tokens and any credentials used for the validation of the API Token with respect to the Host -to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; 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, API Tok ens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts.
2.9. 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.
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 WARRANT IES 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 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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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 Customer to 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 g iven 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 wr iting or electronically the geographic location of its Authorized Users and shall provide all updat es 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 authori zed; and (iv) the Security Procedures offered to the Custom er conform to the Customer’s 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 specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction 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 domi ciled in Taiwan shall be irrevocably submitted 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. 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.
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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 Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications.
7.2. Authorized Users may be required to accept an application agreement or license in order to download 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 deliver ed via any mobile device.
L. HEALTHCARE LINK SERVICE TERMS
J.P. Morgan Chase Bank, N.A., which may include its designated affiliates and agents (the "Bank"), will provide to Customer the services (as elected by and applicable to Customer) described below as part of Bank’s Healthcare LinkSM Service. The Bank reserves the right to modify the applications and products available via the s ervice. The services are governed by these terms (the “ Service Terms”), which incorporate the Bank’s standard account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, service guides or materials (the “Account Documentation”), as the same may be amended or otherwise modified from time to time . By acknowledging or signing the Account Documentation or by using or continuing to use the Services described herein, Customer agrees to these Service Terms. Capitalized terms used herein and not otherwise defined shall have the meaning specified in the Account Documentation. J.P. Morgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
1. Service. Bank will provide to Customer some or all of the services generally described below in connection with Bank’s Healthcare Link SM Service, all as elected by Customer and agreed to by Bank. The following shall be performed by Bank in accordance with its st andard operating procedures applicable to the service(s) elected:
A. Remittance Data. Bank may receive and process remittance information and related correspondence, both paper and electronic, for health care claims payments (by way of example, Explanations of Benefits or “EOBs” and Electronic Remittance Advices or “ERAs”). Rem ittance information for healthcare claim payments, whether received electronically or in paper format, may be referred to herein as “Remittance Data”.
B. Payment Data. Bank may re-associate payment data made to Customer by third party payers (“Payment Data”) with Remittance Data.
C. Data Delivery. Remittance Data and Payment Data (as applicable) may be made available electronically to Customer following processing by Bank. The format and timing of transmissions of Remittance Data and Payment Data will be as mutually agreed by Bank and Customer.
D. Web Presentment. Bank may make Remittance Data and Payment Data available to Customer via a web interface.
E. Workflow Services. Bank may make additional services available through a web interface that will allow Customer to perform certain agreed online remittance management activities or other workflow -related tasks such as management of denials, reconciliation and/or secondary claim submission.
2. Data Retention. Images of checks and documents will be retained for the period of time mutually agreed to by Bank and Customer; provided, that in no event shall such time period exceed Bank’s then-current standards for data retention.
3. Security. Bank will specify security procedures ("Security Procedures") for receiving and accessing Remittance Data and Payment Data and for accessing online services. Customer will comply with the Security Procedures, as the Bank may revise the same from time to time.
4. Third Party Provider of Customer. In situations where Customer has requested that Bank work with Customer’s third party provider (“Customer’s Agent”) in connection with the services elected by Customer: (a) Customer is responsible for all actions taken or not taken by Customer’s Agent and Customer is responsible for all costs and expenses of Customer’s Agent; (b) Customer agrees to cooperate with Bank regarding any request for information concerning Customer’s Agent, though Customer also agrees that Bank has no responsibility or obligation to inquire as to the authority of Customer’s Agent or with regard to any action taken or not taken by Customer’s Agent on Custom er’s behalf; (c) Customer hereby authorizes Bank to communicate directly with and provide information and data directly to and to receive information and data directly from Customer’s Agent on any and all matters related to the services provided on behalf of or for the benefit of Customer; and (d) Customer shall notify Bank immediately if Customer suspects or becomes aware of any activity or transaction of Customer’s Agent that Customer believes may be of an illegal or illegitimate nature.
5. Other Service Providers. Nothing express or implied in these Service Terms prohibits Bank from performing the services itself, through an affiliate or by contracting with a third-party contractor to assist Bank in the performance of the services hereunder including, without limitation, an affiliate or third-party contractor located outside of the United States of America. Bank may add or change subcontractors at any time without notice.
Bank may terminate the services, including the ability of Customer to access images of checks and documents as provided herein, if any third-party processing agent ceases to provide some or all of the processing or performance of the services being provided under these Service Terms.
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6. Accuracy; Legibility. Customer will provide and ensure that Customer’s Agents provide the information determined by Bank to be necessary to satisfy its responsibilities under these Service Terms in a format required by Bank. All information shall be provided to Bank in the time and in the method required by Bank. Bank shall assume that all such information provided to Bank by Customer, Customer’s Agent(s), another processing area of Bank (for example, Bank’s lockbox processing area) or any other third party (for example, an insurance company or other payer) is complete and accurate, and Bank is under no duty to question the completeness or accuracy of such information. Customer acknowledges that Bank cannot perform its duties under these Service Terms without complete, accurate and timely information and that Bank shall have no li ability to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank.
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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 Australi an 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 t ermination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms.
Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or will ful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or al ert 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, N.A., Labuan Branch. The Service pro vided 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 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or will ful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or al ert 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 Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementing the ECD. For further informat ion on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com.
A. The Bank will collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods“), including via documentation relating to the provision to or use by the Customer of electronic banking services or via the Customer’s use of such electronic banking services and via other correspondence or communications between the Customer and the Bank.
B. 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 Customer’s underlyi ng data subjects.
C. The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will pr ovide 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 its respective obligations under applicable data protection and privacy laws.
©2018 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.
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ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.13_06_23_23
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; Adjustments. 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 minimis discrepancies.
3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items in a deposit. The Customer may not receive provisional credit for su ch 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 Charge 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 t o 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, authorize d 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.
3.14 Electronically Created Items. The Customer should not deposit electronically created items (“ECIs”) to its account, as such term 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 dir ectly or indirectly from the Customer’s deposit of the ECI.
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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 resulting from the use of such Cards. The Customer agrees that the types of transactions offered through t he use of any Card may be limited by the Bank, in its sole discretion. 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 internal 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, “B usiness 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 period of time agreed to by the Bank. 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 lim it or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it.
4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fi ctitious 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 establishe s 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.
4.12 Non-Standard Items. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of Customer issuing Items that do not meet industry standards for Items (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MICR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary).
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Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions:
5.4 Foreign Exchange.
(d) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non-Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a) above.
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 pa yment 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 (ACH) 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 t o notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account.
5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders.
All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer.
5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to 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 spec ifies, 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 Off ice 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 governing law set forth in Section 16.1 will govern.
Section 6 of the Account Terms (Interest; Fees; Taxes) is amended by adding the following provisions:
6.4 Earnings Credit Account Analysis.
(1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the “ ECR Service”) on eligible Accounts. The Bank will calculate a credit (the “Earnings Credit”) by applying an earnings credit rate (the “ECR”) to all or a portion of the balances held in the eligible Account (the “ECR Balance”).
(2) The Bank will apply the Earnings Credit calculated for each billing period as an offset (an “ECR Application”) against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank’s products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the “Charges”). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remaining after an E CR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application.
(3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest and, unlike interest, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affiliates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subs idiaries, or related entities who are participating in the ECR Service.
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(4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose.
(5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that t he Bank shall have a reasonable opportunity to act upon any termination request.
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 Sta tements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed loss and t he Customer shall be barred from bringing any action against the Bank.
7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of 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 internet 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 10 of the Account Terms (Agents; Information) is amended by adding the following provision:
10.4 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affiliates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided.
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 telephonic/electronic 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 t imes 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.
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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 (Governing 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 j urisdiction 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 (Governing Law) is amended by adding the following provision:
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 r emitting 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.
17.16 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 US D 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 Customer’s 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 Customer’s Account. These types of arrangements are typically called “payable through accounts” and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is 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 wi th 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, includi ng, 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:
(6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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(7) 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 Adviser s 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 it 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. $50,000,000 under its management or control;
(8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services;
(9) 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;
(10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and
(11) 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. S ections 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.
17.21 FDIC Part 370 Disclosure. If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each A ccount, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format specified by the FDIC (see:
www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed.
The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds.
Notwithstanding other provisions in this Agreement, this section survives after the FDIC is appointed as the Bank’s receiver, and the FDIC is considered a third party beneficiary of this section.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
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AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S.
The Bank’s policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available.
A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank’s cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays.
Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received.
For deposits made at the Bank’s automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen.
B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made:
• Cash;
• Wire transfers; and
• Electronic direct deposits to an account.
C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made:
• U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $225 from a day’s total deposits.
If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made:
• State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used;
• Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and
• Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer.
If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below.
D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed.
E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $225 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 t ake 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 $5,525 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment.
In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service.
F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open:
• Funds from deposits of the first $5,525 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 $5,525 DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
PN: 2826086 DOC ID: 3 Page 42 of 42
will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank’s employees, the first $5,525 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 $99,999,999.99 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 t o 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. © 2021 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA Holder Identifier : 7777777707070700077763616065553330763617457315446607543026663417311073751476157220120772405557067455207526011336274112075662731724767300772261117661675607366015572076130077727252025773110777777707000707007 6666666606060600062606466204446200620200426224022006222006260262002062022242622602000620200626004000206202004042260020062200042600622020620020626024000006220024042220422066646062240664440666666606000606006Certificate No : 570106324217 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/13/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.PRODUCERAon Risk Services Northeast, Inc.New York NY OfficeOne Liberty Plaza165 Broadway, Suite 3201New York NY 10006 USA PHONE(A/C. No. Ext):E-MAILADDRESS:INSURER(S) AFFORDING COVERAGENAIC #(866) 283-7122INSURED 19445National Union Fire Ins Co of PittsburghINSURER A: 19399AIU Insurance CompanyINSURER B:INSURER C:INSURER D:INSURER E:INSURER F:
FAX(A/C. No.):800-363-0105CONTACTNAME:JPMorgan Chase & Co.and subsidiary, affiliated, andassociated companies therof480 Washington Blvd, Floor 10MAIL CODE- NY1-F014Jersey City NJ 07310-1616 USA COVERAGESCERTIFICATE NUMBER:570106324217REVISION NUMBER:THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requestedPOLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTRADDL INSDPOLICY NUMBER TYPE OF INSURANCELIMITSCOMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURPOLICYLOC EACH OCCURRENCEDAMAGE TO RENTED PREMISES (Ea occurrence)MED EXP (Any one person)PERSONAL & ADV INJURYGENERAL AGGREGATEPRODUCTS - COMP/OP AGGXXXXGEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000$1,000,000Excluded$5,000,000$50,000,000$5,000,000Blanket Contractual LiabilityA 06/01/202406/01/20259952721PRO-JECTOTHER:AUTOMOBILE LIABILITYANY AUTOOWNED AUTOS ONLYSCHEDULED AUTOSHIRED AUTOS ONLYNON-OWNED AUTOS ONLYBODILY INJURY ( Per person)PROPERTY DAMAGE(Per accident)X BODILY INJURY (Per accident)$5,000,000A 06/01/202406/01/2025All Other States981-27-62A 06/01/202406/01/2025MACOMBINED SINGLE LIMIT(Ea accident)981-27-61EXCESS LIABOCCUR CLAIMS-MADEAGGREGATEEACH OCCURRENCEDED UMBRELLA LIABRETENTIONE.L. DISEASE-EA EMPLOYEEE.L. DISEASE-POLICY LIMITE.L. EACH ACCIDENT$1,000,000XOTH-ERPER STATUTEB 06/01/202406/01/2025All Other StatesWC020396124B 06/01/202406/01/2025$1,000,000Y / N(Mandatory in NH)ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / ANCAWORKERS COMPENSATION AND EMPLOYERS' LIABILITYIf yes, describe under DESCRIPTION OF OPERATIONS below$1,000,000WC020396123DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)City of Alameda is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies.CANCELLATIONCERTIFICATE HOLDERAUTHORIZED REPRESENTATIVE City of Alameda2263 Santa Clara Ave.Alameda CA 94501 USA ACORD 25 (2016/03)©1988-2015 ACORD CORPORATION. All rights reservedThe ACORD name and logo are registered marks of ACOSHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA AGENCY CUSTOMER ID:ADDITIONAL REMARKS SCHEDULELOC #: ADDITIONAL REMARKSTHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,FORM NUMBER:ACORD 25FORM TITLE:Certificate of Liability InsuranceEFFECTIVE DATE:CARRIERNAIC CODEPOLICY NUMBERNAMED INSUREDAGENCYSee Certificate NumbeSee Certificate Numbe 570106324217 570106324217 Aon Risk Services Northeast, Inc. 10243827 ADDITIONAL POLICIESIf a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.INSURERINSURERINSURERINSURERINSURER(S) AFFORDING COVERAGEPage _ of _ NAIC #JPMorgan Chase & Co.
TYPE OF INSURANCEPOLICY NUMBERLIMITSWORKERS COMPENSATIONB WC02039612706/01/202406/01/2025B WC02039612506/01/202406/01/2025B WC02039612606/01/202406/01/2025B WC02039612806/01/202406/01/2025AZ IL NJ TXWIMNNYN/AN/AN/AN/A
ADDL INSDINSR LTRSUBR WVDPOLICY EFFECTIVE DATE (MM/DD/YYYY)POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved.The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA POLICY NUMBER: 995-27-21
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations
COMMERCIAL GENERAL LIABILITY
CG 20 37 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
CG 20 37 04 13 Page 1 of 1Insurance Services Office, Inc., 2012 A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part,
by "your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products-completed operations
hazard".
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
2. If coverage provided to the additional
insured is required by a contract or agree-
ment, the insurance afforded to such addi-
tional insured will not be broader than that
which you are required by the contract or
agreement to provide for such additional
insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insu-
rance shown in the Declarations;
whichever is less.
This endorsement shall not increase the appli-
cable Limits of Insurance shown in the Decla-
rations.
ANY PERSON OR ORGANIZATION WHOM YOU
BECOME OBLIGATED TO INCLUDE AS AN
ADDITIONAL INSURED AS A RESULT OF ANY
CONTRACT OR AGREEMENT YOU HAVE
ENTERED INTO.
PER THE WRITTEN CONTRACT
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA POLICY NUMBER: 995-27-21
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations
COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Insurance Services Office, Inc., 2012 CG 20 10 04 13 Page 1 of 2 A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury",
"property damage" or "personal and advertising
injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on
your behalf;
in the performance of your ongoing operations
for the additional insured(s) at the location(s)
designated above.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily injury"
or "property damage" occurring after:
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at
the location of the covered operations has
been completed; or
2. That portion of "your work" out of which
the injury or damage arises has been put to
its intended use by any person or
organization other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.
ANY PERSON OR ORGANIZATION WHOM YOU
BECOME OBLIGATED TO INCLUDE AS AN
ADDITIONAL INSURED AS A RESULT OF ANY
CONTRACT OR AGREEMENT YOU HAVE
ENTERED INTO.
PER THE CONTRACT OR AGREEMENT
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA Insurance Services Office, Inc., 2012 Page 2 of 2 CG 20 10 04 13 C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If
coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:
1. Required by the contract or agreement; or
2. Available
under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This
endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA
ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
SCHEDULE
AUTHORIZED REPRESENTATIVE
I. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add:
d. Any person or organization, shown in the schedule
above, to whom you become obligated
to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of:
(1) The coverage and/or limits of this policy, or
(2) The coverage and/or limits required by said contract or agreement. 87950 (9/14) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 issued to
by
ENDORSEMENT
This endorsement, effective 12:01 A.M. 06/01/2024
forms a part of Policy No. 981-27-61
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
JPMORGANCHASE & CO.
ADDITIONAL INSURED:
Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person’s or organizations liability arising out of the use of a covered "auto”.
DocuSign Envelope ID: D3DF437C-9A5F-4BB0-9580-88B9ECB7E7FA