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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 a ccount 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 in itiated by Bank or Bank’s agent or affilia te to correct processing errors, effect ba ck 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 Blocki ng service, any transactions blocked and returned pursuant to that service.
5. Incorporation of Account Documentation. The provisions of the account documentat ion, including terms and conditions governing the operation of business accounts and services , are incorporated into these Service Te rms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Transacti on Blocking and/or Transaction Review Services, Customer agrees to these Service Terms.
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LOCKBOX SERVICE TERMS V1.5_05_20_21
JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. wi th limited liability (the "Bank"), will provide the Customer wi th the Lockbox Service (as defined below) in accordance with the terms and conditions set forth in these Lockbox Service Terms (“Service Terms”). The provisions of the Bank’s account documentation, including terms an d conditions governing the operation of bu siness accounts and services and other applicable service terms as may be amended from time to time (collectively, the “Account Documentation”) and the Statement of Work (as defined below) are incorporated into these Service Terms by reference and form a part thereof. 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. By acknowledging or signing the applicable Account Documentation or by using or continuing to use this Service, Customer agrees to these Service Terms.
1. Lockbox Service. The Bank shall provide the Customer remittance proce ssing and deposit services as descr ibed 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 s pecific codes or formats within its assigned addres s 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 (collectivel y, “checks”) eligible for this Service ( the “Items”) in accordance with the Customer’s instructions and the Statement of Work and/or Service Guide (as such terms are defined below), i f applicable.
Upon completion of the remittance processing work, Bank will image the eligible Item s and process them for credit to the Custom er 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 Cu stomer's special attention; (iii) Items for which the Customer is not the payee, unless (x) the Customer has instructed the Bank to accept all pay ees or (y) the Customer has provided proper authorization to p rocess for credit or collection of such Items; and (iv) any other matter or merc handise received (collectively, “Remittance Processing”). The Bank will not process such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, inclu ding 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 ordi nary care. The Customer irrevocably appoints the Bank (and all persons the Bank designates in connec tion with the Lockbox Service) to endorse 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 term s are used by the United States Postal S ervices (“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 t he 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 includi ng, without limitation, Decision Manager (as defined below), non-deposit remittance Items (i .e., the Bank will process and deposit only Items that meet the Customer directe d 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 spec ified by the Customer) and imaging and additional data capture requ irements of remittance data to create customized transmission files and reporting (collectively, the “Value Add Services”). The Customer shall submit to the Bank a completed implementation requirements document (the “Statement of Work”) instructing the Bank to perform the Value Add S ervices 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 an d agrees that Remittance Processing and, if appl icable, the provision of Value Add Servic es (collectively, “Pre-Deposit Processing”) may result in Items not being deposited until completion of such Pre-Deposit Processing in accordance with Cu stomer’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, incor rect payee name, incorrect amount, etc.) or reported as processing exceptio ns (“Exception Items”), the Bank will notify the Customer of such Exception Items by posting such Exception Items on a designated website or application. The Custom er must communicate its decision for Ex ception Items within the deadline indicated in the Statement of Work. T he Customer agrees that the Bank shall not deposit such Exceptio n Items until the Bank receives an instruction from the Customer. If the Custom er fails to provide an instruction within the timeline specifi ed, 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 requeste d, 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 fi gures. In the event the Bank processes the Item for the amount written in figur es, the Customer indemnifies t he Bank for any claim which may arise from that action.
(d) The Service is limited to Items drawn on domestic banks so to t he extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to the Customer as unpr ocessable; provided, however, upon Customer’s request, but at t he sole
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discretion of the Bank, the Bank may process or collect fore ign 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, regar dless of whether such debit causes an overdraft to the Custome r Account. If, however, the Bank has been instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so autom atically and without notice to the Customer, and the Bank reserv es 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 doc uments 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 provi de images of the Items ("Imaged Items") re ceived together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Medi a") at the intervals agreed upon between the Bank and the Customer. If the Customer elects storage of Imaged Do cuments, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per the Customer’s selection. If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer 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 t o any images or data which are not requested or accessed in accordance with the Se curity Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons havi ng access to the Customer's computers and image archives may have access to the Image d 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 a lso occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legi bility 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, a nd makes no representations or warranties, explicitly or implici tly, regarding same.
The Customer is responsible for ensuring that the processing and payment cut-off time s established by the Bank are in complianc e with the Disclosures and the Customer’s responsibilities under applicable laws and regulations.
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COIN AND CURRENCY SERV I C E T E R M S V1.6_12_06_19
I. SERVICE
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer with one or more of the coin and currency services listed below (each a "Service") in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, includ ing terms and conditions governing the operation of business accounts and services as well as ot her service guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Document ation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms.
II. CASH ORDERS
1. Cash Orders.
The Customer may issue written instructions to the Bank to release United States coin and currency (“Cash”) to an armored couri er service (the “Courier”) as designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The Customer acknowledges that Cash Orders can be transmitted to the Bank only during such time 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 of a Cash Order (the “Cash”). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of 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 authorize d to refuse the Cash Order, to fill a partial Cash Order, to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank.
2. Cash Limits.
The Bank and the Customer may agree to the amount of Cash that may be delivered pursuant to a Cash Order (“Cash Limit”).
3. Discrepancies for Cash Orders.
All Cash Orders must be validated by the Customer within 24 hour s of receipt. If a currency strap, coin bag or wrapped coin dis crepancy 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 ma rked 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 request or receive an adjustment after such time period.
4. Cancellations and Amendments.
A Cash Order may be cancelled by the Customer telephonically, el ectronically or in writing by a person the Bank reasonably beli eves to be authorized to act on behalf of the Customer and only if the cancellation is received within a reas onable 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 cha nge in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered.
5. Notice of Rejection.
If the Bank rejects a Cash Order, it will promptly notify the Customer of the reason.
6. Notice of Execution.
The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of n otification of the execution of a Cash Order, the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenfo rceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest.
7. Security Procedure.
The Customer must place a Cash Order using a touch-tone tel ephone, or other electronic communi cations device mutually agreed upon by the Customer and the Bank, based upon codes a ssigned by the Bank to the Customer which identify the Customer and the location (collectively, “Codes”). The Customer agrees that use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer (“Security Procedure. The Customer and Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detec ting any error in the transmission or cont ent 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.
8. Geographical Limitations for Cash Orders. 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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III. CASH DEPOSITS
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 ha s 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 requi red by law in addition to adequate insurance to cover its liabili ties in providing courier services. The Bank may refuse to per mit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to the Customer's couriers, the Customer is responsible for an y 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. Deposit Presentment and Processing for Standard Courier Service.
With regard to deposits delivered to one of the Bank’s vault areas, the Customer 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, coin and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Bank will open the bags and process the deposits.
a) Delivery to Vault. If the Bank agrees to acc ept 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 acknowle dgment of the contents of any bag, nor is any telephonic or oth er 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 your 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 the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag.
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 au thorized by the Bank, who will act solely as the Customer’s agen t. 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 courie r 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 provisional 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 provid e provisional credit to the Cu stomer’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.
4. Deposit Presentment and Processing Courier Service through the use of a Smart Safe or Recycler Machine.
The Customer agrees that once the Cash is in the Deposit Casse tte component of the machine, the Customer no longer has any owne rship, 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 trans mitted 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.
5. Revocation of Provisional Credit.
The Customer agrees that the courier will pick up the Cash from the Smart Safe, deliver it to the vault and complete the verifi cation process at least every seven (7) calendar days (or as otherwise agreed to by the Bank). In the event the courier does not retrieve the Cash from the Smart Safe for whatever reason, within such time frame, or othe rwise deliver the Cash to a vault location, Customer authorizes the Bank to revoke the provisional credit given to Customer’s designated account at the Bank’s discretion and without prior notice, even if doing so creates or increases an overdraft.
6. 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 Cust omer or its agent upon initial presentment or the transmission r eceived from the courier on the Customer’s behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the “Threshold” amount, the Customer’s representative designated in the service implementation questionnaire will be 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.
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7. Geographical Limitations for 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
8. Relationship upon Delivery of Bags.
Until the Bank counts or re-counts the contents of the bags and enter s a final credit to the Customer’s account. The Bank is not responsible any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag.
9. Deliveries to an Unattended Facility.
If the Bank agrees to allow the Customer to use one of our unattended facilities (including but not limited to a night deposito ry 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 the Bank’s 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 bags. While the Customer or the Customer’s designated courier agent 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.
10. Liability at Unattended Facility.
The Customer assumes all risks of using any unattended facilit ies, including risks of theft, robbery and personal injury; the B ank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time
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POSITIVE PAY, REVERSE POSITIVE PAY AND V1.5_01_04_23
PAYEE VERIFICATION SERVICE 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 iss ued by Customer. The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business acc ounts and services as well as other servic e guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documen tation 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 Cu stomer information on Items that have been presented for payment. and the Customer does its own comparison. Payee Ve rification is an enhanced feature for Positive Pay whereby the Customer includes paye e name information, and the Bank compares such information against the payee names on Items that hav e 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 Posi tive 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 it ems (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 pa yment against the Account. If Customer has properly set up an issue date limitati on, then Bank will compare the date the Item has been paid with the issue date in the Issuance Information. For Reverse Positi ve 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 t he Item is presented to the Bank for payment. If Customer fai ls to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, th e 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 mutua lly agreed upon method by the designated time on that same Banking Day whether any suc h 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, th e Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitl ed 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 c hange 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 whic h have been converted to ACH transa ctions prior to being presented for payment will not be eligible for this service and the payee name informat ion 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 Verificati on service (the “Threshold Amount”). The Items below the Threshold Amount will be hand led 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 s tock 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 .
For any Item listed on Customer’s Issuance Information which Custom er decides it no longer wishes to pay: (a) if the Item is ph ysically 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 Acc ount Documentation. If the Customer does not place a stop payment re quest for an Item not physically in Customer’s possession as set forth in (b)
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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 term s, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account.
7. Over the Counter Presentment 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 Po sitive 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 B ank against any and all liability loss or cl aim relating to an Item being cashed or r eturned 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 th e Bank’s set-up requirements for Items to be eligible for the S ervices (including, without limitation, any Item printed without magnetic ink charac ter 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 dev ices 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 ac cepted for deposit at financial institutions, and the use of Non-Standard Items may lead to processing delays in the failure of such Non-S tandard 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 oper ate as designed such that Non-Standard Items may not b e 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 l imitation, 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 B ank’s Service(s) to operate as designed (systemic matching of t he 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 a ssumes the risk of loss to the ext ent 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 agai nst the Bank, and the Bank shall have no obligation or liability to Customer to re credit any such account for any such loss, and (c) the Bank wil l have exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspection 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 lim itation, Customer’s final activation of the Service [i.e., actioning “p ending 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.
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CONTROLLED DISBURSEMENTS SERVICE TERMS V1.4_10_25_13
1. Service.
JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the “Customer”) with controlled disbursement services (the “Service”) in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and other service terms (“Account Documentation”) are incorporated into these Service Terms by reference.
By signing the applicable Account Documentation (as may be amended, modified or supplemented from time to time) or by using or continuing to use the Service, the Customer agrees to these Service Terms. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
2. 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 maki ng of any unauthorized signature and Customer assumes the risk that checks or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services.
3. 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 settle ment arrangement.
Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately av ailable funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation.
4. 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.
5. Funding Account for Controlled Disbursement.
Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the fundi ng account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bri ng about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately avai lable funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Contro lled Disbursement Account, and th e 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. T he Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank s hall 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.
6. Media.
Bank will transmit to Customer, by the transmission method or media agreed to by Customer and Bank, information regarding Custo mer’s Controlled Disbursement Account.
7. 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.
8. Financial Condition.
In the event of the deterioration of the financial condition of t he 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.
9. 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 a ttorney’s fees and costs, resulting directly or indirectly from Customer’s breach of this Section 9. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 9, Bank may immediately terminate this Service or any Service feature upon notice to the Customer
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IMAGE CASH LETTER SERVICE TERMS V2.0_12_27_23
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 servi ces and the ACH Origination Service Terms as may be appl icable (“Account Documentation”) are incorporated into these Service Terms by refer ence. 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 th e 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 financia l institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and prov ided for in the ACH Origination Service Terms. Customer agree s that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any sou rce 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 Trans mission 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 origin als, 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 St ates (including Puerto Rico, Gu am and the US Virgin Islands), endorsed for deposit to Customer’s account at the Bank. For non-financial institutions the Checks must be made payable to the Customer unless the Bank has agreed to allow the deposit of third-party checks. If the Customer is approved by the Bank for Canadian transmission and proces sing, “Checks” also include original paper checks and drafts drawn in US dollars or Canadian dollars drawn on banks located in Canada.
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 received 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 as stated above. As a result, Customer will make every effort to send the Transmission f ile as early as possible. Files that are received after a de posit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met.
4. Customer Liability.
Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for depos it are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to fin al posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to pr ovide a legible copy of an image or the original Check if reques ted by the Bank within five (5) business days of such request. If Customer is una ble to provide the original or legible copy, Customer shall b e liable for any associated loss or claim involving the Check. Customer will not present an original Check more than once through this Service. If the Customer receives a return (substitute check) of the original deposited Check, Customer can deposit the substitute check through this Se rvice; provided however, Customer shall be responsible for any and all losses or claims resulting from the Customer presenting an original Chec k 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 a fter notice to Customer. Further, this Service will automatical ly terminate if the Customer’s account with the Bank is closed for any reason. Ei ther 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.
PN: 3160218 DOC ID: 3 Page 34 of 48
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 CIRCU LARS 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 EMPL OY 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 FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI-MONEY LAUNDERING PROGRAM IN
COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI-MONEY
LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (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 WARRANT IES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGE S THAT THERE ARE CERTAIN SECURITY, CORRUPTION,
TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSO CIATED 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 RESPO NSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS
RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AG REES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN
ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION.
8. INDEMNIFICATION.
IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATI ON) 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 Servic e 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) time s the average monthly transaction fee for the Service for the period of time the Servi ce was provided to Customer. Such termination fee shall be paid within thirty (30) days’ after the effective termination date.
10. Audit.
Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank.
11. 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.
PN: 3160218 DOC ID: 3 Page 35 of 48
(b) Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to comply 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. Financial Institution Customer.
If Customer is a financial institution and the Checks are drawn on Canadian banks Customer agrees that the Bank will be the bank of first deposit for returns and chargebacks and the Bank is authorized to charge Cu stomer’s Account for any such return or chargeback including any related fees.
13. Online Adjustments Services.
If Bank and Customer agree, Customer will submit its adjustment requests through the web-based SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms:
For Customers choosing the deposit account option where they settle for the Items through the Customer’s deposit account at Bank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electr onic Adjustment Exchange Rules, as may be amended from time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer’s Account for any adjustments and related fe es.
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.
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CHECK PRINT SERVICE TERMS V2.2_10_16_24
1. Check Print Services. The Bank will provide the Customer with check print services (the “Check Print Service”) in accordance with these Service Terms. The provisions of the Bank’s Account Terms governing the Customer’s deposit accounts, including any accounts used to fund the purchase of cashier’s checks created through the Check Print Service (“Funding Account”), are incorporated into these Service Terms by reference
2. 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”). Customer agrees that all Print Order requests are for payment of the Customer’s own payment obligations and not for any third party obligations unless explicitly approved by the Bank. Print Orde r 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, unless Customer has executed the required business associate agreement with the Bank. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms.
3. Receipt of Print Orders. The Customer shall transmit Print Orders to the Bank’s designated location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms.
4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be created; (b) cause a laser facsimile of the signature image provided by the Customer to be placed on the check; (c) if agreed upon, cause other do cuments to be completed and included with the check issuanc e (“Documents”); and (d) mail, send by courier or make available for download through the Bank’s internet based check solution along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances and agrees that the signature template that is provided to the Bank (even if provided in blank form) is the authorized signature of the Customer for the checks created under this Check Print Service.
5. Digital Check Delivery. The Bank reserves the right to provide a digital transmission of the check to the payee or payee’s designated agent as an alternative to physical check printing and delivery. This digital transmission may include, but is not limited to electronic checks, or other digital formats as determined by the Bank. The Bank shall not be liable for any issues arising from the digital transmission of checks, including but not limited to delays, errors, or non-receipt by the payee, provided that the Bank has taken reasonable steps to ensure the successful transmission
6. 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.
7. 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.
8. 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 it is agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change.
9. 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 relev ant provisions of any service levels or business requirements and the standard of r easonableness 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.
10. Cashier’s Checks. If the Bank agrees to create cashier’s checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer authorizes the Bank to debit the Customer’s Funding Account for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check, t he 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 Custom er is using one of the Bank’s online services, Customer wi ll be able to view information regarding the cashier’s checks wh ich were funded and created and those that were rejected; (g) any information from the File Information which cannot be used to create a cashier’s check will be communicated to the Customer for further research and reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures.
11. Limitations. Customer agrees that it will not include any requests for conditions or restriction in its Print Orders, and, if the Customer nonetheless adds a condition or restriction in its Print Order, the Bank is not required to comply with any such condition or restriction when paying the check.
The Bank may pay any check resulting from a Print Order as if the condition or restriction was not on such check, and the Bank shall not be liable to Customer or any third party for paying a check as if the condition or restriction was not on such check.
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ACH TAX PAYMENT SERVICE TERMS V1.2_04_30_25
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 canc ellations 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 cancellati on instructions, not later than 6:00 p.m. ET (or such other time as Bank specifi es) on the Business Day prior to the day on which the tax payment is due. For purpos es of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received afte r 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 paym ent. 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 at tempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation , legal fees and expenses, resulting directly or i ndirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT.
3. Tax Payment Security Procedures .
(a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”) is required to access the Servic e. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unaut horized use of a Security Device or any other breach of securi ty. 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 s afeguard 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 des ignated internet platform, but does not apply to touchtone telep hone access.
Customer shall designate an administrator (the “Administrator”) who shall have authority in acco rdance with the operational ins tructions 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 dist ributing materials, notices, doc uments and correspondence relating t o the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrato r 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 se curity, 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 sele ction and use by it of any third party security and co mmunications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications so ftware 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 ban k 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 out standing files of tax payments that Bank will release on customer’s behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority.
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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 dat a Bank transmits to the file specifications contained in the NACHA Rules.
Customer further represents and warrants to Bank that: (i) Custom er 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 transacti ons 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 within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.
9. Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or intere st actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. Customer will be responsible for monitoring and adhering to Internal Revenue Service or Elec tronic Federal Tax Payment Service requi rements and timeframes applicable to its sp ecific tax payments and Bank will have no liability or responsibility for any penalties or losses incurred by Customer resulting from Customer’s non-compliance with such requirements.
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 ad dition 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.
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REMOTE CAPTURE SERVICE TERMS V1.4_07_21_23
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 JPMorgan Chase Bank, N.A. (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 solely 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, cashier’s checks, traveler’s checks, if the scan of the check or item (i) originated within U.S. borders, (ii) is payable in U.S. Dollars, and (iii) is drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Cust omer) by using a capture device, including a desktop scanner or m obile device (hereinafter referred to as a “Scanner”), to create an electroni c image of an original paper check or item and other paper sour ce documents (collectively, “Item”) and transmitting the image of the Item (“Item Image”) and related data within the U.S. to Bank. The provisions of the Lockbox Service Terms, Account Terms, J.P. Morgan Treasury Services Electronic Channels Servic e Terms (“the “Channels Terms”) , and a ny other applicable Service Terms as may be amended from time to time (colle ctively, 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 agr ees 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 otherwis e transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieva l and destruction. Customer must have in place policies and pro cedures 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 th e 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 Ba nk. Funds from deposits made via this Service will be available in accordanc e with the availability schedule for the Service. However, B ank 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 approv ed devices, including a desktop scanner or m obile device, the Item Images in the form at and specifications and in accordance with the pr ocedures required by the Bank. The Bank ma y 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 proce ssing 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 Custom er 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. Ac cess to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Channels 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 by the Bank.
Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and s tate or federal holidays (“Business Day”), Bank will consider that Business Day to be the day of deposit ( i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non-Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be deter mined by the time displayed on t he 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, whose image originates within U.S. borders.
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 t ime 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;
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No person will receive a transfer, presentment, or return of, or otherwise be charge d 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 originate any use of the Service for any pur pose outside the U.S. borders. Such origination includes, but is not limited to, the capture and transmission of check images from outside of the U.S. 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, t he Customer also represents and warrants to the Bank that with respect to each Item deposited through the Service, the owner of the It em 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, m onitoring of transactions for suspicious activities and reporting of suspic ious activities, which Customer believes effect ively prevents the use of Customer’s operation s, personnel or facilities for money laundering purposes.
6. New Features. Bank may, from time to time, introduce new features to the Se rvice 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 modifi ed 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 r egarding 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 Lo ckbox Service Terms; any claim pertaining to any warranty or indemnity that Bank make s with respect to an Item under the Check Cl earing for the 21st Century Act, Federal Re serve Board Regulations CC and J and all other laws, r egulations and industry and clearing house rule s 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 cr edit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Cu stomer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data re ported under these Service Terms: (a) may be received prior to final posting and confirmation and are subj ect to correction and (b) are for inform ational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of paym ent-related information as receiv ed 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 termi nate the Service, in whole or in part if Bank believes Customer is in breach of thes e 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 afte r notice to Customer. Further, this Service will automaticall y terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party.
11. Intellectual Property Ownership.
Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors.
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 must originate within the United States.
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J.P. MORGAN TREASURY SERVICES ELECTRONIC CHANNELS V4.4_01_24_25
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 Serv ice 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 A ccount Terms or other account terms applicable to the Customer . 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 s ubsequent modification to the procedures and re quirements that are designed to strengthen th e 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 Author ized User (as defined in Section 2.6 below), validation of a token code generated by a Bank issued or approv ed security device (which, for the avoid ance of doubt, includes software and hardware used to generate “soft tokens” on a mobile 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 (i) validation of the registration with the Bank of the mobile device used in t he transaction, biometric identity verificati on of the Authorized User by a Bank-issued or approved method, entry of an accompanying PIN of an Authorized User (as defined in Section
2.6 below) and transaction review as specified in Section 2.5; (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 a Security Device assigned to that Authorized User and transaction review as specified in Section 2.5 or a combination of three or more factors in (i) and (ii).
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 pol icies and procedures (collectivel y, “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 control s described in 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”.
2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not lim ited to Certificate validity per iod, key strength and cryptogr aphic specifications, as amended from time to time. Any request to t he Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representat ion of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The B ank 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 Certifi cate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or lo sses) arising from the Customer's failure to timely update its Certificate. To allow
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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 est ablish 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 Administrato r 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 Procedur es described above, the applicable Secu rity 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 Securi ty 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 Acces s Online and Mobile, only by individuals designated as us ers 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 securi ty. 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, dissemi nating, 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 Toke ns and any credentials used for the validation of t he API Token with respect to the Host-to-Host/managed file transfer and API channel s, as applicable; (v) receiving and distributing materials, notices, documents and correspondenc e 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 Docu mentation.
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 Administrato r, the Bank may deliver Security Device s, API Tokens (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 MERCHANTABILI TY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WA RRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE . TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT
OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED.
The Customer is responsible for, at its sole expense, obtaini ng, 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 othe r security software and shall ta ke all reasonable measures to maintain the security of its System. The Customer acknowledges that there are cert ain security, corruption, transmission error, and access availability risks associat ed with using open networks such as the Interne t. The Customer further acknowledges that it has made an
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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 softwa re 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 i nformation 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 Instruction s given to the Bank’s in the Customer’s name and verified through the applicable Security Procedure.
4.2. The Customer acknowledges that Data may not have been re viewed by the Bank, may be inaccurate, and may be periodically upd ated 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 des ignated 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 ena ble the Bank to process the data set out therein for the purposes of providing t he Service; (ii) the Customer has accurately designated in writ ing or electronically the geographic location of its Authorized Users and shall provide all updates to such in formation; (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or w here the Customer has knowledge t hat the Service is not authorize d; and (iv) the Security Procedures offered to the Customer conform to the Cust omer’s wishes and needs and the Cu stomer has not requested Secur ity Procedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenan ts 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 Exhibi t 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 a ccordance 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 conne ction with these Service Terms solely aris ing outside the United States shall be final ly 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 w here the dispute arises solely in Asia and (ii) London where the dispute arises el sewhere (other than the United States) and the arbitration shall be conducted in E nglish, except that (a) disputes solely between a Customer d omiciled 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 ar bitration being conducted in English; and (b ) disputes involving a Customer domiciled 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 pr oceedings arising in the United S tates relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City.
7. Mobile
7.1. Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes the Customer’s authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both 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 Cu stomer 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 deli vered via any mobile device.
PN: 3160218 DOC ID: 3 Page 44 of 48
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 taxabl e supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxabl e supply. Customer must pay the increased amount at the same time and in the same manner as t he original amount.
B. People’s Republic of China (PRC)
The Customer can access the Access Online channel via the URL: https://access.jpmorgan.com/. In terms of emergency or any other questions in relation to its access or use of the website or the Service, t he Customer may refer to the contact information on the website o r contact its representative of the Bank.
C. Indonesia
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, proc edures and operation of any applicable law to the ex tent a court order is required for the ter mination 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 negligen ce or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Da ta, message notification or alert delivered via any mobile device.”
D. 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 B ank, N.A., Labuan Branch. The Service provided by J.P.
Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website.
E. Republic of China (Taiwan)
The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service.
F. European Union .
The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementi ng the ECD. For further information on the Bank, please see " Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com.
The Bank will collect information about the Customer and the Cu stomer’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 b y or on behalf of the Bank in a number of ways (the “Collection Methods“), including via documentation relating to t he 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.
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 underlying data subjects.
The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will prov ide 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 a nd for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comp ly with its respective obligations under ap plicable data protection and privacy laws.
G. Abu Dhabi Global Market
The Bank may 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 applicable data protection laws, including the ADGM Data Protection Regulations 2021. Such personal data will be processed in accordance wi th the Bank’s EMEA Privacy Policy, accessible through www.jpmorgan.com/privacy/EMEA. The Bank will only process the personal data as descri bed in and for the purposes detailed in su ch EMEA Privacy Policy. The 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 underlying data subjects.
PN: 3160218 DOC ID: 3 Page 45 of 48
The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will prov ide 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 a nd for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comp ly with its respective obligations under ap plicable data protection and privacy laws, including the ADGM Data Protection Regulations 2021.
PN: 3160218 DOC ID: 3 Page 46 of 48
HEALTHCARE LINK SERVICE TERMS V1.3_08_25_22
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 serv ice. The services are gover ned 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 acknowl edging 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 organi zed 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 agr eed to by Bank. The following shall be perf ormed by Bank in accordance with its stan dard 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, Ex planations of Benefits or “EOBs” and Electronic Remittance Advices or “ERAs”). Remittance 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 m anagement of denials, reconciliation and/or se condary 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 res ponsible for all actions taken or not taken by Customer’s Agent and Customer is responsible for all costs and ex penses of Customer’s Agent; (b) Customer agrees to cooperate w ith 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 Customer ’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 su spects 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.
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 inform ation 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 liab ility to Customer as a consequence of incomplete, inaccurate and/or untimely information provided to Bank.
PN: 3160218 DOC ID: 4 Page 47 of 48
ELECTRONIC SIGNATURES SERVICE TERMS V1.4_11_17_20 These Service Terms set forth the terms and conditions upon which t he Bank will accept documents and Instructions related to the Account and Services (including commercial card serv ices, if applicable) signed by any person authorized to sign such documents on behalf o f the Customer (“Authorized Signer”) using an el ectronic signature (“E-Signed Document”). The prov isions of the account documentation, includi ng terms and conditions governing the operation of Accounts and Services (“Account Documentation ”) are incorporated into these Service Terms by reference.
Capitalized terms used in these Service Terms, unless otherwise defined herein shall have the meanings set forth in the Account Documentation.
Neither the Customer nor the Bank are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signat ure. The Bank may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer’s authority to execute such document or instruction.
1. Eligible Platforms. By using an eligible e-signature platform (“Platform”) to send an E-Signed Document to the Bank, the Customer shall be deemed to accept these Service Terms and provide consent to use the below Platforms to send and receive any document and information related to the Account and Services (incl uding commercial card services, if applicable) to and from the Bank, which for the avo idance of doubt shall be binding on the Customer (to the exclusion of any terms and conditions provided by the Cust omer). The Bank only accepts E-Signed Documents signed through Platforms acceptable to the Bank on the terms set forth herein. The Bank may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by the Bank or internally by the Customer. A list of Pla tforms is available from JPMorgan upon request. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer’s email address and timestamp (“Completion Document”).
2. Configuration of Platforms. The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additi onal authentication requirements or features designed to prevent a document from being reassigned to another individual for signature) are included on the Pl atform for the benefit of the Customer (including, withou t limitation, to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. The Bank is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures . The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misd irected, the recipient should contact the Bank or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Service Terms will in no way be affected by a Customer’s choice not to use a security feature.
3. Authority Documents; Personal Data. The Customer has separately provided the Bank with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers (“Personal Data”) for each Authorized Signer (“Authority Documents”). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify the Bank if there are any changes to the Authority Documents, including if an Authorized Sig ner’s authority is modified or revoked. The Bank is authorized to rely on the information set forth in the Authority Documents until it rece ives and has had a reasonable time to act on such notice. In ins tances where the Bank initiates the signing event, the Bank w ill share Personal Data with the Platform for the sole purpose of facilitating the e-Signing process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such informatio n and waives (to the extent permissible) any restrictions on sharing such information under applicable law, including banking secrecy , if applicable.
Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of two years.
4. Bank’s Review of E-Signed Documents. Upon receiving an E-Signed Document, the Bank will review the applicable Completion Document and current Authority Documents to (i) to verify that the signer of the E-Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E-Signed Document is the email address of an Authorized Signer. The Bank will not verify whether the electronic signature in an E-Signed Do cument matches the specimen si gnature held by the Bank. The C ustomer agrees that verification of each E-Signed Document in accordanc e with this paragraph shall be deemed as prima-facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon.
5. Customer Representations and Warranties; Acknowledgements. The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer’s place of incorporation and, to the ext ent relevant, the Customer’s c onstitutional documents; and (ii) eac h E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that the Bank has relied on the foregoing representations and warranties when accepting E-Signed Documents. The Customer confirms that each E-Signed Doc ument constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form.
The Customer represents and warrants that it has commercia lly reasonable policies and procedures intended to prevent unauthoriz ed access to email messages delivered to any Authorized Signer at the Au thorized Signer’s business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer’s access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of the log-in password and other security used to access the business email account and not to reveal them to any other person.
6. Limitation of Liability; Indemnification. Bank assumes no responsibility or liability aris ing from operation of a Platform or the transmission, treatment or storage of any data by a Platform, in cluding, without limitation, any Personal Data. In considerati on of the Bank accepting E-Signed Documents, the Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from
PN: 3160218 DOC ID: 4 Page 48 of 48
and against any and all claims, damages, demands, judgments, liabilit ies, losses, costs and expenses (including attorneys’ fees) arising out of or resulting from the Bank’s reliance on these Service Terms or on an E-Signed Document executed on behalf of the Customer.
7. Governing Law. Without prejudice to any other provision in the E-signed Do cuments relating to governing law, these Service Terms and any non-contractual obligations arising out of or in relation to its terms shall be (i) with respect to Accounts located in Nor th America, Central America, South America, Asia (exc ept the People’s Republic of China (“PRC”), India and Vietnam), Australia and New Zealand, governed by and construed in accordance with the laws of New York (except as set forth herein), (ii) with respect to Accounts located in Europe, the Middle East and Africa, governed by and construed in accordance with the laws of England, (iii) with respect to Accounts located in India, governed by and construed in accordance with the laws of India, (iv) with respect to Accounts located in the PRC, governed by and construed in accordance with the laws of the PRC, (v) with respect to Accounts located in Vietnam, governed by and construed in accordance with the laws of Vietnam, and (vi) with respect to commercial card services, governed and co nstrued in accordance with the laws of New York. Any dispute s arising out of or relating to its terms or any non-contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of the country or state at which the relevant Account is located, without reference to the conflicts of laws provisions thereof, provided, however, for Accounts loca ted in the PRC, any such disputes will be submitted for resolution to the China In ternational Economic and Trade Arbitration Commission ("CIETAC") for arbitration which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration and the hearing place shall be Beijing. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform’s databases are located and to the Platform’s data retention policy.
8. Entire Agreement. These Service Terms shall constitute the entire agreement between Bank and Customer with respect to the use and acceptance of electronic signatures related to the services provided under the Account Documentation. Therefore, any terms and conditions displayed through a Platform, on the Platform’s website, or on t he Customer website, or any other Customer terms and conditions , related to the use and acceptance of electronic signatures shall not be binding on Bank or the Customer.
Docusign Envelope ID: A4FB2E76-1O5B-4C3C-BC08-8A6A5D0788CD
BANKING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
JPMorgan Chase Bank, N.A.
(this "Agreement")
THIS AGREEMENT is made by and between the City of South San Francisco ("City") and JPMorgan Chase Bank, N.A. ("Consultant") (together sometimes referred to as the "Parties") as of September 1, 2024 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work described in Exhibit A (the "Services")� attached hereto and incorporated herein, and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement, Exhibit A, and any other documents comprising the Agreement, the order of precedence shall be as stated in Section 10.11. It is expressly recognized and agreed that merchant processing services component of the services requested under City's Request for Proposals - Banking Service and Merchant Services distributed September 21, 2023 (the "RFP") are not included within the Scope of Work or the Services governed by this Agreement. Rather, to the extent such services have been awarded to Consultant or any of its affiliates by City, such services shall be governed by separate agreements. Any reference herein to the RFP or Consultant's response to the RFP will refer only to the terms of those documents that are applicable to the Services.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on August 31, 2029, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in accordance with the standard of "ordinary care," as such term is defined in the Uniform Commercial Code as in effect from time to time in the State of California.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to serve as members of its Relationship Team assigned to manage the performance of the Services under this Agreement. In the event that City, in its reasonable discretion, objects to any person assigned to such Relationship Team serving in such capacity at any time during the term of this Agreement, it may provide written notice of its concerns to Consultant and the latter shall promptly endeavor to correct any performance deficiencies noted with such person to City's reasonable satisfaction or otherwise endeavor to replace such person with a replacement who is reasonably satisfactory to the City, provided that Consultant shall not be required to comply with any request or take any action that would violate applicable law or Consultant's personnel policies.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1J and 11 above and to satisfy Consultant's obligations hereunder.
Consulting Services Agreement between [Rev: 11.14.2016] City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Exhibit C - City of South San Francisco Geneneral Services Agreement dated as of September 1, 2024
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Section 2. COMPENSATION. City hereby agrees to pay Consultant service fees at the rates specified in Exhibit B, provided there are no material changes to any of the information provided by City (number of accounts, transaction volume, types of services, etc.)· upon which pricing is based and notwithstanding any contrary indications that may be contained in Consultant's proposal in response to the RFP (the "Proposal"). In the event of a conflict between this Agreement and the Proposal, the rates set forth in Exhibit B shall prevail. If City requests any service or feature for which pricing is not listed in Exhibit B, the implementation of such service or feature is subject to additional terms and fees to be mutually agreed upon at the time of City's request and execution of an amendment to this Agreement. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein.
The payments specified in Exhibit B shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including overhead and salaries and benefits of employees and subcontractors of Consultant.
Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, in the form of an account analysis statement in the format of the sample account analysis statement set forth in Tab X of the Proposal, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred, net of the application of any Earned Credit Rate (the "ECR") against deposited balances, as described in the Proposal. Absent its receipt of written notice of any discrepancies in the services listed, fees charged and ECR earned for such period, Consultant shall auto debit any fees not otherwise covered by the ECR against City's designated account on the fifteenth (15th) day of the following month, and, in the event of insufficiencies therein, City shall pay the balance within thirty (30) day ECR's shall be applied to the period in which they are earned and will not carry over for subsequent periods. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost.
2.3 Intentionally omitted.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever Consulting Services Agreement between [Rev:11.14.2016]
City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or-additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Intentionally omitted.
2.6 Reimbursable Expenses. Reimbursable expenses of Consultant are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded.
2.7 Payment of Taxes, Tax Withholding. As between Consultant and City, Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes for persons employed by Consultant. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 ("Form 590"), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors.
Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for work performed or in the process of being performed that cannot reasonably be cancelled prior to the effective date of termination, at the rates set forth in Exhibit B.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
2.10 Obligations under JPM Terms. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, City's obligations to pay for Services performed in accordance with this Agreement in Chief are in addition to City's obligations to indemnify, pay or reimburse Consultant under the account terms, service terms and other documents required by Consultant for the administration, implementation or operation of the Services (together with any addenda, schedules, supplements, and other attachments, the "JPM Terms," as shown in Exhibit E).
Consulting Services Agreement between [Rev: 11.14.2016] City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to enable it to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section.
Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).
4.1 4.2
Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.
Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general ("CGL") and business automobile liability ("AL") insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence on the CGL and combined single limit coverage on the AL with coverage for risks associated with the work contemplated by this Consulting Services Agreement between [Rev:11.14.2016] September 11, 2024
Docusign Envelope ID: A4FB2E76-1O5B-4C3C-BC08-8A6A5O0788CD Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 00 01. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90).
4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy for coverages listed in this Section 4.2:
a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement banker's professional liability insurance for professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the professionals' errors and omissions.
4.3.2 Claims-made limitations. The following provisions shall apply if the banker's professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
Consulting Services Agreement between [Rev:11. 14.2016] City of South San Francisco and JPMorgan Chase Bank, NA September 11, 2024
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A- (minus): VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with a certificate of insurance.
4.4.3 Additional insured: primary insurance. The Commercial General Liability and Business Auto Liability policies shall list City and its officers, employees, and volunteers as additional insureds as their interests may appear with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of- Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement.
The Commercial General Liability and Business Auto Liability policies shall be primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.
4.4.4 Wasting Policy. The Commercial General Liability policy shall not include a "wasting" policy limit.
4.4.5 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
a. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or b. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected who is not reasonably objectionable to the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action ("Claims") arising out of any personal injury, bodily injury, loss of life, or damage to physical property, Consulting Services Agreement between [Rev:11.14.2016]
City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD or any violation of any federal, state, or municipal law or ordinance, to the extent directly caused by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents in the performance of the Services. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code, subject to the limitations of this Section 5. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages, as described herein, whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Notwithstanding the foregoing, (a) neither party shall be liable to the other 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 that party has been advised of the possibility of those damages or the same are reasonably foreseeable; and (b) Consultant shall not be liable for any Claims arising from acts or omissions that are in accordance with commercially reasonable standards or instructions or information provided or confirmed by City, its officials, officers, employees, agents, volunteers or representatives. Consultant's obligation to indemnify City against Claims brought by third parties shall not exceed, in the aggregate, an amount equal to two (2) times the average annual fees paid or payable to Consultant under the Agreement (exclusive of any earnings credits used to offset such fees).
Section 6.
6.1 6.2
Section 7.
STATUS OF CONSULTANT.
Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits, as a consequence of performing services under this Agreement.
Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever, except as necessary to process or execute any request, instruction or direction from City.
LEGAL REQUIREMENTS.
Consulting Services Agreement between [Rev: 11.14.2016] September 11, 2024
Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD
7.1 Governing Law. The laws of the State of California shall govern this Agreement, except to the extent pre-empted by federal law, in which case the latter shall control. 7 .2 Compliance with Applicable Laws. Consultant and any subco ntractors shall comply with all laws bind ing upon Consul tant in the performance of the work hereunder.
Notwithstanding any provision of this Agreement to the contrary, Consul tant's obligation to comply with, and Consu ltant's representations, warranties and certifications with respect to, any charters, codes, laws, orders, ordinances, policies, rules, regu lations, standards or statutes ("Legal Requirements") is limi ted to the extent that such Legal Requir ements are bindin g on Consultant in its performance of the Services or are relevant to Consultant's employees who are primarily responsible for managing Consu ltant's relationship with City under this Agreement. To the extent that the Legal Requir ements of City currently, or in the future, im pose requir emen ts upon its contractors or consu ltants that provide services contempla ted in this Agreement, which requir ements are not expressly set forth in this Agreement, Consultant will, if notified of such requir ements, endeavor to comply with the same, except to the extent that it reasonably concludes that compliance with such requirements subject it to additional obl igations, liabili ty or expense or impose upon it reporting requir ements of confidential or non-public infor mation or information that it does not currently monitor. If Consul tant makes such determination, and the parties are unable to resolve these issues through mutually agreeable amendm ents to this Agreement, either party may termin ate this Agreement for convenience upon notice to the other. Nothing in this Agreement shall be construed to requir e any party to: (a) viol ate any Legal Requir ement binding upon such party, (b) comply with any Legal Requir ement 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.
7.3 Licenses and Permits. Consul tant represents and warrants to City that Consul tant and its empl oyees, agents, and any subcon tractors have all licenses, permits, quali fications, and approvals, including from City, of what-so-ever nature that are legally requir ed to perform the services under this Agreement as a national banking association . Consu ltant and any subcontractors it engages in the performance of services hereunder, shall, at their sole cost and expense, keep in effect at all times dur ing the term of this Agreement any licenses, permits, and approvals that are legally required in order to perform such services.
7.4 Nondiscrimination and Equal Opportunity. Consultant shall not discrimina te, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disabili ty, medical condition, marital status, sex, or sexual orientation, agains t any employee, applicant for emplo yment, subcontr actor, bidder for a subco ntract, or participant in, recipient of, or app licant for any services or programs provided by Consul tant under this Agreement. Consu ltant shall comply with all applicable federal and state laws related to equal opportun ity and nond iscrimina tion in emp loyment, contracting, and the provision of any services that are the subject of this Agreement, including but not limi ted to the satisfaction of any positive obl igations requ ired of Consul tant thereby.
Consulting Services Agreement between [Rev: 11. 14 .2016 ] City of South San Francisco and JPM organ Chase Bank, N. A.
September 11, 2024
Docusign Envelope ID: A4FB2 E76-1D58-4C3C-BC 08-8A6A5D0788CD Section 8.
8.1 Consu ltant shall include the provisions of this Subsection in any subco ntract approved by the Contract Admini strator or this Agreement.
TERMINATION AND MODIF ICATION.
Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
Consu ltant may cancel this Agreement for cause upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In addition to the foregoing, either party may close an account and/or terminate a Service pursuant to the JPM Terms and may termina te this Agreement if it termin ates all accounts and Services.
Termin ation or cancellation by either party for any reason shall not constitute a waiver of any claims or remaining rights either party may have against the other party hereunder.
8.2 Extension. City may, in its sole and exclu sive discretion and subject to the concur rence of Consu ltant, which may be cond itioned upon adjustments in pricing and other terms and conditions, extend the end date of this Agreement beyond that provided for in Subsection
1.1 for two (2) renewal period of five (5) years' duration.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates banking services by Consu ltant and is based upon a determination of Consultant's competence, experience, and banking knowledge .
Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and com petence of Consu ltant. Consu ltant may not assign this Agreement or any interest therein without the prior written approval of the Contract Admin istrator. Consu ltant shall not assign or subcontract any portion of the performance contemp lated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contr act Admin istrator. Notwithstanding the foregoing, Consul tant may assig n this Agreement without the prior written consent of City to a successor in interest in conn ection with a merger, reorgan ization, consolidation, or a disposition of a particular busi ness to which this Agreement relates, and may as sig n this Agreement to an affiliate or subsidiary. In the event of such an assignment, Consu ltant shall notify City and, if City objects to such assignment, it shall have the right to immedia tely terminate this Agreement. For all purposes under this Agreement, inclu sive of all attachme nts hereto, "subcontr actor'' and "subco ntract" shall refer to a thir d party or an agreement with such third party, if any and as applicable, engaged by Consu ltant to specifically aid in the performance of its obliga tions under this Agreement, but shall not include any third party engaged by Consultant, from time to time, in the performance of certain operational, technol ogica l, incidental, or back office functions that assist Consu ltant Consulting Services Agreement between [Rev: 11. 14.201 6] City of South San Francis co and JPMorgan Chase Bank, N.A.
Septem ber 11, 2024
Docusign Envelope ID: A4FB2E76-10 58-4C3C-BC08-8A6A5O0788CD in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as JPM Suppl iers.
Consu ltant will obtain prior consent to its use of any "su bcontractors" in the performanc e of services, to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from City or any other party to its engagement of JPM Suppl iers.
8.5 Survival. Sections 2.8, 5, 9.2, 9.3, 9.4, 10 .1, 10 .2, 10 .5, and 10 .14 shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consul tant materia lly breaches any of the terms of this Agreement, Ci ty's remedies shall include, but not be lim ited to, the following:
Section 9.
9.1 9.2
9.3 8.6.1 Im medi ately termina te the Agreement;
8.6.3 Retain a different consultant to comp lete the work described in Exhibit A not finished by Consu ltant; or
8.6.4 Exercise its remedies at law for breach of contract, subject to the limi tations of Section 5.
KEEPING AND STATUS OF RECORDS.
Intentionally omitted.
Consultant's Books and Records. Consul tant shall main tain any and all ledger s, books of account, invoices, vouchers, canceled checks, and other records or documen ts evidencing or relating to charges for services or expenditur es and disbur sements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period requir ed by law, from the date of final payment to the Consul tant to this Agreement; provided that no records shall be required to be retained for a period longer than Consul tant's standard record retention period for such category of records.
Inspection and Audit of Records. Any records or docu ments that Section 9.2 of this Agreement requires Consul tant to main tain shall be made available for inspection, audit, and/or copying at any time dur ing regular busi ness hours, upon oral or written request of the City. Under Cal ifornia Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THO USAND DOLLARS ($1 0,000.00), the Agreement shall be subject to the examina tion and audi t of the State Auditor, at the request of City or as par t of any audit of the City, for a period of three (3) years after final payment under the Agreement, subject to the following. Contractor will allow, at City's expense, City's aud itors and independent publi c accountants, including where state or federal assistance is involved, state and federal aud itors identified by City, reasonable access du ring normal working hours to City's bank records as is reasonably required in connection with their examination specifically pertaining to the City's accounts, and use of Consulting Services Agreement between [Rev: 11. 14 .201 6] September 11, 2024
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C -BC08-8A6A5D0788CD funds and services provided by Consultant to City. Any access or examination will be:
requested in writing; specifically describe the scope and records required; mutually agreed upon as to time and scope; and subject to Consultant's security procedures and record retention policies. Consultant may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the scope of the records made available. City shall reimburse Consultant for the reasonable cost of copying, collating, researching and producing archived information.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as "Confidential," "Business Secret" or "Trade Secret." For the avoidance of doubt, nothing in this Agreement is intended to grant or transfer any ownership or proprietary rights to intellectual property of Consultant or its licensors, or to any user guides, instructions, training materials, marketing materials, service terms, forms, templates and documents that are provided to other parties.
The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents.
Section 10 MISCELL ANEOUS PROVISIONS.
10 .1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees (as determined by a court of competent jurisdiction in a final judgment not subject to further appeal or for which the time for appeal has expired) in addition to any other relief to which that party may be entitled.
The court may set such fees in the same action or in a separate action brought for that purpose.
Consulting Services Agreement between [Rev:11.14.2016]
City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD 10 .2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California.
10 .3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect to the extent consistent with effectuating the Parties' intentions. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10 .4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10 .5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the permitted successors and assigns of the parties. 10 .6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent Consultant does so in the ordinary course of its business and such paper available at equal or less cost than virgin paper.
10 .7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Notwithstanding the foregoing, City acknowledges that Consultant provides financial services to numerous customers throughout the globe, some of which may be located within the City and whose interests may be adverse to those of City and that providing financial services to such other persons does not constitute a "conflict of interest under the California Government Code nor the terms of this Agreement. Further, City acknowledges that Consultant is a wholly owned subsidiary of a publicly traded entity, JPMorgan Chase & Co., and City officers or other public officials of California or its political subdivisions and agencies may be shareholders of Consultant's parent.
Consultant shall not employ any City official as a Relationship T earn member assigned to oversee the services provided for the City under this Agreement. Subject to the foregoing disclosure relative to indirect ownership interests in Consultant's parent, no officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
10 .8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials; provided Consulting Services Agreement between [Rev: 11.14.2016] City of South San Francisco and JPMorgan Chase Bank, N.A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD that nothing herein shall prohibit Consultant from providing information and/or materials to the City or its desig nee , relative to additional produc ts or services that Consu ltant offers which may be benef icial to the City, provided that, in the event that the City has released a solicitation for competi tive bidding on any services, Consu ltant will not violate any resultant cone of sile nce relative to the offering of such services. 10 .9 Contract Administration. This Agreement shall be admin istered, on the City's behalf, by the Director of Finance ("Co ntract Admin istrator"). All correspondence shall be directed to or through the Contract Admin istrator or his or her desig nee. 10 .1 0 Notices. All notices and other commun ications ( other than those provided in the ordinar y course of performing the Services which may be provided electroni cally, including posting on an online banking portal) which are required or may be given under this Agreement shall be in writing and shall be deemed to have been dul y given (i) when received if personall y de livered; (ii) when received if transm itted electroni cally, if received dur ing normal busi ness hour s on a business day (or if not, the next business day after deliv ery) provided that such transmission is legible and that at the time such transmission is sent the sending Party receives written confirmation of recei pt; (iii ) upon receipt, if sent for next day del ivery to a domes tic add ress by recognized overnight deliv ery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows:
Consu ltant:
City:
JPM organ Chase Bank, N.A.
560 Mission Street, 20th Floor
Mail Code: CAD-000 1
San Francisco, CA 9410 5
Attn: Andrea Beard or Gov't Industry Manager
City Clerk
City of South San Francis co
400 Grand Avenue
South San Francisco, CA 94080
10 .11 Integration. This Agreement is comprised of this executed document ("Agreement in Chief') together with the JPM Terms and the other exhi bits attached hereto. In the event of inconsis tencies between the docume nts comprising this Agreement, the following order of preceden ce shall apply, in which each listed document super sedes and replaces inconsis tent provisions of the document that follows it in the listing below:
a. Agreement in Chief
b. Exhibit B - Pricing Schedule
c. Exhibit A - Statement of Work
Consulting Ser vices Agreement between [Rev:1 1. 14.2 016 ) City of South San Francis co and JPM organ Chase Bank, N. A.
September 11, 2024
Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD d. Exhibit C - Insurance Certificates
e. Exhibit E- JPM Terms
f. Exhibit D - Form 590
These documents represent the entire and integ rated agreement between City and Consul tant and supersedes all prior negotia tions, representations, or agreements, either written or oral pertaining to the matters herein.
10 .12 Counterparts. This Agreement may be executed in counterparts and/or by other electroni c means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties ..
10 .1 3 Construction. The headings in this Agreement are for the purpose of reference only and shall not li mit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportuni ty to participa te in the drafting of this Agreement; therefore any construction as against the drafting par ty shall not apply to this Agreement. 10 .1 4 Use of term "Consultant." The use of the term "Consu ltant" in referencing JPM organ Chase Bank, N.A., in no manner whatsoever shall be construed as any admission by the latter that it is a "consu ltant" as such term is used under the California Government Code, including, without lim itation, provisions relative to consultant's adher ence to conflicts of interest requirements applicable to government or public officials. No advisory services are to be provided under this Agreement and none of the obli gations of or services provided by JP Morgan Chase Bank, N. A. under this Agreement would result in the latter exercising the governmental functions of a publi c official or influencing any public official's exercise of its governmental functio ns.
The Parties have executed this Agreement as of the Effective Date.
Consulting Services Agreement between [Rev: 11. 14 .201 6] City of South San Francisco and JPMor gan Chase Bank, N. A.
Septemb er 11, 2024
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD
CITY OF SOUTH SAN FRANCISCO
[sft6� "'rii.MiS
e,,,,eeen 11FEJ.◄B,',; ..
City Manager
tsigned by:
City Clerk
Approved as to Form:
City Attorney
2729962.1
OS
NAME:
JPMORGAN CHASE BANK, N.A.
TITLE: Authori zed offi cer
Consulting Services Agreement between [Rev:11.14.2016] September 11, 2024
Docusign Envelope ID: A4FB2E76-10 5B-4C3C-BC08-8A6A5O0788CD
EXHIBIT A
SCOPE OF SERVICES
[See attached Exhibit A which includes TABS D -T and V-Y]
Docusign Envelope ID: A4FB2E76-10 5B-4C3C-BC08-8A6A5O0788CD
EXHIBIT B
COMPENSATION SCHEDULE
[See Attached final fee schedule for banking services; exclusive of Merchant Processing Services]
Docusign Envelope ID: A4FB2E76-1O5B-4C3C-BC08-8A6A5D0788CD
EXHIBIT C
INSURANCE CERTIFICATES
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD
EXHIBIT D
FORM 590
[JPMC to insert J
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD
EXHIBIT E
JPM TERMS
[to be attached by JPM deal team]
Docusign Envelo pe ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b D - Demand Depos it Acco un ts
The City curren tly uses five (5) accou nts. The accou nts are described below. The payroll and disb ursement accou nts have checks issued.
Please desc ribe in detail the abi lity of the bank to provide the services for the account s named below:
1. Ci ty of So uth San Francisco- General Deposit Accoun t (Main Account that transfers funds to and from ZBA Accou nts}. Th is accoun t sweeps nightly. Out going wire transfers are recorded in this accou nt.
2. Ci ty of So uth San Franc isco-Payroll (ZBA Accou nt) (che cks and direct deposit/po sitive pay)
3. City of So uth San Francisc o-AP Disbur sement Acco unt (ZBA Account) (c hecks and EF T/positive pay)
4. Ci ty of So uth San Francisc o-Credit Card Accou nts to track bank card activities (ZBA Accoun t) Bank car d trans actions are in person, onli ne, and over the phon e) (Terminal ID for each settlement transact ion to help recon cil e credit card transac tion and settlement)
5. City of So uth San Franc isco -Amb ulance Lockbox Accoun t (ZBA Accou nt) Acknowledged. The City can continue to use the accounts and solutions you enjoy today. Solutions and offerings for the following are described throughout this proposal:
• J.P. Morgan Access
• Account transfers
• Wire transfer origination
• ACH origination
• Positive pay and fraud solutions
• Chase Merchant Services
• Lockbox and Remote Deposit Capture
In addition we describe our zero balance and commercial checking accounts below:
Zero bal anc e acco un ts
Continue to conce ntrate physical cash using our zero and target balanc e accounts. · Sweeping between single -entity owned accounts as well as multi-e ntity owned accounts using our fully automated sweep service. Accounts can be set to concen trate at either a zero or target balance level.
Concentration can be set up with two primar y options:
• Zero/target balance : On a daily basis, automated cash concentration transfers occur to bring participating accounts to a zero or target balance at end-of-day.
• Customized transfers : Options include one-way transfers, intraday concentration and date specific transfers.
We also offer fixed and percentage-driven instructions.
Through J.P. Morgan's abi lity to provide a completely automated end -of-day concentration process, late-posted or back-valued items are included in the zero balance or target balance transfer.
Tab D - Demand Deposit Accounts I 15 I
Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD Commercial Che cking accou nts
The City can continue to use either Commercial Checking or Commer cial Che cking with Interest accounts, also known as a demand deposit account (ODA). The Commercial Checking DOA will conti nue to provide the option of paying an earnings credit rate (ECR), a "soft dol lar" interest on balances which are applied against bank fees. The Commer cial Checking with Interest DOA pays a "hard dollar " interest. Both accounts are fully liquid with no restrictions on withdrawals.
The offered rates-on the standalone interest-bearing DOA and Hybrid DOA-are bank managed rates which are reviewed and up dated periodically by J.P. Morgan after considering a range of factors, including the market rate environment. Using a ma naged rate helps to main tain pricing flexibili ty while helping to protect you from the short term rate volatil ity that could result from using an indexed rate.
The earnings credit rate is a bank managed rate which is reviewed and updated periodically by J.P . Morgan after considering a range of factors, including the market rate environment. Using a managed rate helps to maintain pricing flexibili ty while helping to protect you from the short-term rate volatility that could result from using an inde xed rate.
Tab D - Demand Deposit Accounts I 16 I
Docusign Envelope ID: A4FB2E76-1058-4C3C-BC08-8A6A5O0788CD Ta b E - Dep osit Co mp ensation
The City compens ates for ba nk ser vice s primar ily with co mpensati ng balan ces and is char ged for any deficienci es based on mo nthly account an alysis.
1. List the bank's Earnings Credit Rate (E CR), and how it is calcul ated and applied.
The earnings credit rate is a bank managed rate that we review and update periodically after considering a range of factors, including the market rate environment. Usin g a managed rate help s to main tain pricin g flexibility while helping to protect you from the sh ort-term rate volatil ity that could result from us ing an inde xed rate.
The earnings credit allowance is calculated based on the average daily positive collec ted balances in the non interest bearing accounts less the reserve requirem ent (currently 0%) using the following calculation:
Monthly earnings credit allowance calcul ation
(Average monthly investable balance x ECR x actual number of days in month) Actual number of days in year
We will continue to accept compen sation based on fees and/or balances, with no diff erence in uni t prices. • Fee Compen sation : If you choose a fee compen sation plan, balances are not used to offset any service charges. Total service charges are debited from a des ignated account, generally monthly. • Balance Compensat ion : If you choose a balance compensation plan, elig ible balanc es are used to calculate an earnings credit allo wance to offset service charges.
If elig ible balances are sufficient, the earnings credit allowance offsets the service charge. Should the level of eligible balances not fully cover the fees, remaining service charges are deb ited from a desig nated account, usuall y on a monthly basis.
2. List the bank's actual ECR for the past 12 months (August 2022 to July 2023) , on compensating balances , net of any mana gement spr ead , if any .
Historical ECR rates
Month and year Rate Month and year Rate Month and year Rate August 2022 0.45% September 2022 0.75% October 2022 0.75% November 2022 1. 05% December 2022 1. 35% Januar y 2023 1.3 5% Feb ruary 2023 1. 55% March 2023 1. 65% April 2023 1. 65% May 2023 1. 70% June 2023 1. 75% Jul y 2023 1.7 5%
Tab E - Deposit Compensation I 17 I
Docusign Envelope ID: A4FB2E76--10 5B-4C3C-BC08-8A6A5D0788CD
3. Explai n, in detail , how and when the FDIC assessment is comp uted and ch arged.
We charge a balance based charge (BBC), which is a monthly admini strative fee assessed to address various regulatory and other charges affecting the bank. The rate is set by the bank and subject to periodic review and adjustment.
The following formula is used to calculate the BBC:
Balance- based charge calcul ation (monthly)
Averaae oositive ledger balance x charge rate x number of calendar days in the month Actual number of days in the year
Since Janu ary 2, 2010 , our BBC rate has been 0.1 3%.
As with other eligible fees, the monthly Balance Based Ch arge may be offset by earnings credit provided by J.P. Morgan. This charge is included in the monthly account analysis statements.
4. Detail exactly which types of items and services can be applied against the City's account anal ysis in addition to stan dard bank services, i.e., merchant bank card processing , armored car service, bank courier service , etc.
Please see Tabs V and W- Banking Services Fee Form for a customized price schedule and our pricing pro forma analysis included in Tab W which includes any one-time or set up charges, research fees and all other fees that may be charged.
Merchant processing and armored car service fees will not be assessed to the City's account analysis.
5. Does the City have the option of compensating on a fees or balances basis or, a combina tion of both? Describe any differences in related costs to the City with either option .
Yes, J.P. Morgan offers a demand deposit account (DOA) with the option of either paying a "hard dollar" interest or an earnings credit allowance ("soft dollar"). Pricing information is available in Tabs V and W.
J.P. Morgan offers an earnings credit-a soft dollar value calculation -on cash balanc es in non-interest bearing accounts. This earnings credit can be used to offset certain banking service fees and may enable the City to realize greater value for your cash compared to other alternatives. The account analysis statement automa tically applies the earnings credit to offset service fees for an analysis period.
To the extent that earnings credits are not sufficient to offset all service charges, the City will pay hard dollars for the balance. J.P . Mor gan will debit your account of choice monthly for this payment. Balances required to offset service charges will vary based on fluctuations in the earnings credit rate and account activity. The earnings credit allowance is automatically credited to your monthly billing statement.
6. What proced ure is used to make any adjustme nts to Account Analysis statements and how long does it take for adjustments to take effect?
Details of adjustments to prior periods are provided in separate sections of the current analysis statement and labeled as such in the Financial Recap section.
The City should notify J.P. Morgan in writing of any errors or not receiving an account analysis statement within 60 calendar days after the statement is made available.
Errors are researched thoroughly so appropriate adjustments can be applied to the account.
Should there be a billing error and adjustments not completed prior to the direct debit, J.P. Morgan will post the difference between the original and corrected service charge as a separate transaction.
Tab E - Deposit Compensation I 18 I
Docusign Envelope ID: A4FB2E76-105 8-4C3C-BC08-8A6A5O0788CD Tab F - ACH, Wi re an d Other Tran sfers
Describe the bank 's onl ine transfer serv ice capab ility and what specifically is recom men ded for the City's use an d con sideration.
1. Indic ate what the funding requ irement is for ACH payme nts and whether same-day payme nts are possible. In addition, indica te if it is poss ibl e to schedul e payment s in advanc e. In clude deadlines for same and next day payments. Describe the ackno wledgement you provide and timeline when (a) you receive file transmission , an d (b) when a file tr ansm ission fail s. Is the re support available to assist if an electr onic transfer fails? What are the customer service hour s? Funding for ACH credits is requi red by 1 :00 p.m. PT on the date of settlement. In its dis cretio n, J. P. Morgan may require a customer to prefund the amount of ACH credit entries on the transmission date or prior to the settlement date. ACH items can be future dated. ACH payments through J.P. Morgan Access are warehoused for up to 60 days in advance of the value date.
Sam e-day paym ents
We offer same -day ACH. We worked together with the Clearing House and other key Nacha me mbers to design, develop and champion the same-day ACH rule change.
Deadline s for next- an d same-day payme nts
Below are the bank's cutoff times (in PT), relative to settlement date, for customer initiation of ACH transactions.
There are no exceptions based on file type.
Initiation method Next-day ACH
Direct transmission (1 ,2) 7:0 0 p.m.
Online banking portal (1) 7:00 p.m.
(1) ACH PPDs must be received two business days in advance of settlement. (2) If you requir e later deadlines, discuss with your relationship team.
Ac knowledgement and cu stomer service
Same day ACH
12:15 p.m.
12 :00 p.m.
We provide file receipt acknowledgements. To confirm the receipt of your direct transmission files, you may choose to receive any of the following acknowledgement files:
• ACH File Receipt Notification Service : Available to clients who provide us with Di rect Send ACH files. You will get an email notification that your subm itted ACH file was either su ccessfully received by the ACH back office and valida ted or rejected for further process ing. We can send email notifications to a maximum of 10 corporate email addresses (personal email addresses are not su pported), and do not in clude notification of successful ACH processing of client files.
• ACH Ack nowledgement File : Automatically transm its a copy of your original File Header (1 ) record and File Control (9) record allowing you to reconcile back to your original ACH file processing records. • ACH Comp ani on (Mi rror) File : Provides a comp lete copy of the original incoming ACH Nacha detail payment file received by us. This re-confirms the individual payment in structions being processed and is often used as a reconcilement file. The file reports any ACH rejects or returns back to you within one to three business days. • ACH Tran saction Summ ary Report (Jour nal ) : Created post-proces sing and summ arizes the settlement results and totals for either an individual file or for the entir e business day. We sent the repor t to you through secure email or direct transmission del ivery within 90 minutes of receipt of the ACH initiation file. The acknowledgement includes item count and dollar amount.
Tab F - ACH, Wire and Other Transfers I 19 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD We provide back up to help you feel more confiden t
We help you implement auto-acknowledgements for receipts of the transmission. If you fail to receive an acknowledgement within 15 minutes of the transmission, contact our Transmission Services Group for status and next steps. If the transmission fails, we work with you to have the ACH or wire released in a timely manner, making sure adjustments will not need to be made to the account.
Contact you r assigned CSA if you'r e unable to transmit data to us. He may be able to provide you a solution on a case-by-case basis. You may also contact the ACH Transmission Services Group by phone at (81 3) 432-3800.
Operating hours for ACH processing
Monday-Friday Saturday Sun day
Customer Service 4:00 a.m. to 4:00 p.m. PT Closed
4:00 a.m. PT Monday to 11 :00 p.m. PT Friday 1 :00 p.m. Sunday to ACH Operations Center 10 :00 a.m. PT
Sun day
ACH Transm ission Services Group 12 :00 p.m. PT Sunday to 12 :00 a.m. PT Saturday ACH file inputs accepted 24/7/365
2. Confirm if the City has the abi lity to change, add or delete an item after transmitting ACH files. If yes, describe the proc edur e and cut-off times .
Yes. You can continue to modify a transaction before it's released it to the ACH operator. You have the ability to make modifications to transactions that have been sent to the bank but not released to the ACH operator using our ACH File Warehouse service. ACH File Warehouse provides you with a full, secure online access to delete and mod ify transactions- including dollar amount, account and routing numb ers and a deadline of 1 :00 p.m. PT, the day prior to settlement.
Reque st deletion, reversal or reclamation of ACH items through Access Transaction Services. Keep in mind requ ests may be made only by individuals authorized by your company and secu rity is provided through technologies, depending on the method of transmission, such as HTTPS and secure file transfer protocol (SFTP).
A Deletion (Stop Payment), Reversal and Reclaim Guide will be provided when you get started that explains the procedures
3. Describe the bank 's online wire transfer capabilit ies and process for creating and approvi ng new wire templates, mod ifying existi ng templ ates, an d ap proving wire transfers. Indi cate cut-off time (Pacif ic Standar d Time ) for in itiati ng wire transfers to ensur e same-day execution .
J.P. Morgan Access offers a complete range of funds transfer services supp orting U.S. dollar and multicu rrency payments, using both predefined (repetitive) templa tes and free-form formats. The City can easily create beneficiary templates with lockable and editable fields to set up recurring/repetitive payments. • The City establishes user entitlement s: The City's security adminis trators can author ize users to add, modify, delete, appr ove and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates.
• A J.P. Morgan client confirmation numb er is provided imme diately upon release to the funds transfer processing platform and confirmation codes are accessible using cash reporting features.
Payme nVreceipt processing operates from 6:00 p.m. PT each Sunday through 4:00 p.m. PT each Friday, excluding U.S. Federal holidays. By actively participating in the extended CHIPS and Fedwir e operating hours, J. P. Morgan provides clients with generous cutoff times to enable same-day execution of their payment instructi ons.
Tab F - ACH , Wire and Other Transfers I 20 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C -BC08-8A6A5D0788CD US O clearing opens on Saturdays at 7:00 p.m. PT for Monday value date processing of book transfers in itiated through the weekend and Monday, if also a holiday. Clients will have the abi lity to process their U.S. dollar book transfer straight through payments during these additional hours; however, repaired payments are delayed until the normal operating hours of the FED and CHIPS.
The cutoff time for Fedwire transfers origina ted via our online portal is 3:15 p.m. PT, book or internal transfers in itiated via the portal offer a cutoff time of 4: 15 p.m. PT.
4. Desc ribe the financi al in stituti on's incoming and outgoing electronic mone y transfer services.
Include saf eguards and secu rity measur es offered by your service.
With just a few clicks, you can continue to initiate key transactions (wire transfers, ACH and account transfers) from a single page . It is fully customizable which means you can create your own filters or templates with locked fields for added security. Payment Tracking allows you to track and trace their payments via the search feature for all your payme nts initiated via the online portal.
Please see Appendix 5 for detailed information on J. P. Morgan Access' security features.
5. Provide a description or samp le of the bank 's fund s transfer agreement How are aut horization levels establi shed for transfers?
Please see Tab Y for sample account service terms.
The City establishes user entitlements. The City's security adminis trators can authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates.
6. Is your bank both a sen ding and receiving bank of the National Automated Clearing House Associ ation (NACH A)?
The City can be confident that J. P. Morgan, both a sending and receivi ng bank, is experienced and capable in processing all of your ACH needs. J.P. Morgan has provided ACH solutions to clie nts and has ranked consistently as a top origina tor of ACH transactions since the founding of the ACH network in 19 72.
7. Describe your file tr ansmissi on options for electronic transfers. Ind icate if there any restricti ons on the software we sh ould know about in order to prepare our payroll and vendor payment s to be comp atible with your direct deposit service. Co nfirm if tran smi ssion s can be initiat ed and mon itored onli ne.
For the City's large ACH batch originations, J.P. Morgan recommends secure file transfer protocol (SFTP) transmission. Transmissions can be ini tiated and mon itored online.
To originate through batch file transmissions, using any one of ind ustry standard Nacha file formats (e.g., ARC , CCD or PPD), the City can send and receive ACH files using SSL session encryption, browser-based file exchange (HTTPS), SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). Our delivery methods leverage the internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation.
VPN (virtual private network) is also a suppor ted file transfer solution.
8. Ind icat e assistance you provide in establishing a new ACH transmission. Confirm if access is provided to a database of ACH member in stitutions and ABA transit routing codes? We will work with the City during the impleme ntation phase to establish the pre-agreed file format interface between your ERP system and our electronic banking channels. To establish a smooth migr ation to J.P. Morgan's platforms, our Technical Service Group will also provide training and assis tance to the City's staff to make sure that users are familiar with the functionality of the system.
Upon request we provide a complete database of ACH member ins titutions. Access this database directly from J.P. Morgan though transmis sion each month. This information is also available online through J.P. Morgan Access, wher e you easily search by institution name or ABA num ber. You can also download an Excel file dir ectory.
Tab F - ACH , Wire and Other Transfers I 21 I Page 95 of 252 Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD
9. Describe your system secu rity in general and explain how it will guar d against una uthorized ACH debits to the City's acco unts.
Continue to use ACH Transaction Review to review and confirm ACH debit and credit transactions that post to your account and return unauthor ized transactions on a case-by-case basis. A self-serve option allows you to choose either a "pay" or "return" decision default on your ACH Filter Profiles. ACH Transaction Review applies to both credit and debit profiles.
10 . Articu late what safeguards and secur ity measur es does the bank have in place to protect the City, espec ially against unaut horized use of the system. Ind icate whether there are daily limits on wire transfers?
Continue to restrict your eligible users by dollar amount and function. Dollar amounts may be either single trans action, daily aggregate or both. By separating duties, accounts and appr oval workflows, the City can help reduce the risk of fraud or compromised data. The City's security admin istrators are the only individuals able to assign users with transaction in itiation privileges.
Please see Appendix 5 for additional information about our online portal's secu rity.
11. With regards to your AC H and wire services , describe the bank's contingency plans in the event of a system failur e an d whether these services are available by means other than a computer system.
Describe any backup processes if internet transmiss ion lines are una vailable . Ind icate if the City will be immediately notified of any changes or problems and the abi lity to re-send a file or delete a file.
We have established policies and assigned responsibilities to make certain that appropriate contingency plans are developed and maintained for each busi ness area that supports J.P . Morgan Access. The intent of these continge ncy plans is to assure the continued operation of critical systems in the event of a disaster, emergency or other unforeseen events threatenin g interruption of these systems.
Your client service associate will remain in constant contact with you in a contingenc y situati on. 1 2. Please describe the bank's electronic bill payment, e-payable , EFT, ACH services as they relate to Accounts Payable .
Virtual cards at J.P. Morgan provide an electronic, credit card-based payment method that helps clients lik e the City more efficiently manage your payment process. Virtual cards also help reduce costs and transform traditional areas of expense into potential revenue gener ators.
We offer a true virtual card solution. Each virtual card has a credit limi t equal to the app roved payment amount. With a design that creates just one account per payme nt, the merchant only has access to approved funds for a specific payment.
When all four key elem ents ot' purchase payments to transactions match account nu mber, dates, dollar amount and merchant category code (MC C) reconciliation occurs automatically. A reconciliation file is then delivered to the City's ERP system.
We offer various integration options for virtual cards-API, batch and online-that leverage PaymentNet. Several of our clients leverage API and batch for specific use cases. These clients enjoy a cohes ive/consistent experience with the robust capabilities that PaymentNet offers.
Tab F -A CH, Wire and Other Transfers I 22 I
AUTOMATED
RECONCI LIATION
Reconcilia tion of virtual cards is
based on matching four key
elements:
■ Account number
■ Validity dates
■ Dollar value (including
tolerances)
■ Merchant category code
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC 08-8A6A5D0788CD Ta b G - Deposit Transm ittal Pr ocess
The City cu rrently util izes an armored car service for 7 l ocations . The armored car picks up either 2 or 3 times per week.
1. Provide the cu t-off times for deposit s at the bank 's Process ing Center to ensure same day credit.
Ind icate where the Process ing Cent er/cash vault is located.
The following provides cutoff times for same -day ledger credit on deposits.
City (1 ) State Full- service vaults
Oakland I CA
Cash-only deposit
(2)
J 4:00 p.m.
Mixed (cash and check)
and check-only deposit (2)
] 4:00 p.m.
(1) We regularly review vault activity as a business practice, which may result in openings, closings and changes to cutoff times.
(2) Coin deposits greater than $10. 00 ma y be credited to your account on a delayed basis.
2. Provide the cut-off times for depos its at the bank 's local branch to ensur e same day credit. Confirm if there is an add itional ch arge for after banking hour s process ing fee.
The following provides cutoff times for same -day ledger credit on deposits. J.P. Morgan has branches and ATMs in 48 states, as well as Washin gton, D.C. Ther e is no additional charge for after banking hours process ing.
ATM and branch deposits
ATM deposits
Branch deposits
Branch night drop deposits
8:0 0 p.m. PT.
Deposit cutoff times are clearly posted at each ATM.
• more than 15 ,660 ATMs are currently available in the U.S. for commercial deposits
Variable
• Vary by location but typically are between 5:00 and 6:0 0 p.m. local branch time 7:3 0 a.m. PT
• Select branches offer a second opening in the early afternoon • Deposit cutoff times are clearly indic ated on the face of each depository as required by law
3. Con firm if ther e is a required deposit preparation for checks.
Describe the bank's deposit requirements. Describe how the coin and cur rency depos its should be prepared. Can ch ecks, cur rency and coin be inc luded in the sam e deposit or are split depos its required?
Confirmed, there is requir ed deposit preparation for checks.
The City receives ma terials, includi ng detailed deposit preparation procedur es during the initial imp lem entation meeti ng. Ins tructions for deposit preparation are summar ized in Appendix 6.
Tab G - Deposit Transm ittal Process I 23 I
Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD
4. Describe the remote depos it services and process. Is there any special equip ment requ irements?
Continue to deposit busine ss, government and consumer checks, Postal Mone y Orders, Western Union Money Orders, demand drafts and government warrants.
Our remote capture services requir e a high -speed internet connect ion, a desktop check scanner and a Windows-based PC.
J.P. Morgan recomme nds the Epson produc t line.
The Epson CaptureOne 60/1 00 or 90/1 00 is generally used for check onl y scan ning and the Epson DS-770 II if you plan to scan checks and documents.
5. Describe in detail the bank's procedur es for han dlin g deposit adjustm ents. What documentation on d iscrepancie s does the bank provid e?
A FLEXIBLE SOLUTION
Use Remote Deposit Capture service
in the U.S.
Checks must be:
■ Scanned from a U.S. location
• Drawn on a U.S. financial institution
■ In U.S . dollars
■ Deposited into a J.P. Morgan U.S.
domiciled ODA
J.P. Morgan identifies all discrepancies. We int ernally manage adjustments in the vault and branch below a predete rmined sun dry amount without posting the co rrected entries and related fees to the City's account.
The chart below outlines standard procedures for reporting deposit adjustments and options available to you.
Standard and options for reporting deposit adjustments
Branch
The standard delivery method for adjustment advices is the U.S. Postal Service. We mail adjustment advices within one business day of verification to the address listed on the deposit account. The location number can be included on the adjustment advice.
For paper check deposit, we can mail a second copy of the adjustment advice to an alternate address. However, for cash deposit adjustments, we're not able to mail an adjustment advice to,,an alternate address, nor can we send copies to multiple addresses.
The credit or debit deposit adjustment can also be viewed online and on your bank statement with the dollar amount and location number, depending on whether the deposit is delivered to a vault or branch.
Vault
In addition to online viewing, we also offer the following notification options to supplement the paper advice:
• Email: Next-day notification for all deposits and adjustments processed during the prior processing day • Receipt mailer : Mail ed next day for all deposits, adjustments and change orders processed during the prior processing day
• Web: Adjustment reports are available online through Web Cur rency Services Vault deposit adjustment advices also include the original deposit amount, original deposit date, processing vault ID and adjustment reason.
Electronic deposit using Remote Deposit Capture
For images that can't be forwarded for collection because they don't meet Check 21 requirements, we send an email notification to you on the next busi ness day.
Deposit adjustments vary by channel -branch, check or vault. The deposit adjustment information provided to you includes: the deposit ticket date, credit date, verified date, declar ed deposit amount, verified deposit amoun t, deno mina tional breakdown and any adjustments along with the associ ated reason code.
Tab G - Deposit Transmi ttal Process I 24 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD
6. Desc ribe the bank's returned item handling and notif ication proc edur es. Is an au tomati c re-clea ring option avail able? How long does it take for returned items to be sent to the City? Can the bank provide returned item information that references the Cit y department that deposited it, i.e. , by id entification or location nu mber?
The City can be confident that we offer standard return and reclear item processi ng to help you manage your return items. Your return item handling ins tructions are maintained within a comprehen sive database at the bank.
During the check clearing process, the paying bank may return deposi ted checks for a num ber of reasons, including non-su fficient funds (NSF), uncollected funds, stop payment, account closed, etc. We route most returned items through the Federal Reserve System to regional return processing areas.
After processing the City's return items per your handling ins tructions, the return system gener ates a debit to the designa ted demand deposit account (DOA). We match the actual return items to a return item advice and mail them to the DOA statement address via Fi rst Class U.S. mail. The return advice lists the dollar amount and the reason for return for each item.
Advices are gen erated throughout the day and sent via First Class U.S. mail. Advices contain actual return items and the following information: processi ng date (debit date), advice nu mber, deposit account bank numb er and deposit account numb er. A location numb er (up to 10 di gits) can also be provided.
7. What is the bank's proced ure for orde ring cu rrency? Can cu rrency deliver y be co ordinat ed with the sch ed uled armored car service ?
Continue to use our automated coin and currenc y ordering services for pick-up through our vaults and branches .
The City may request change orders as needed, establish a standing vault order or using a combination of orders.
Coin and currenc y orders are placed via telephone using an interactive voice response (IVR) or through our Web Cur rency Services ordering platform .
8. Does the bank offe r electronic check conv ersion? Is there a char ge for the scanni ng equ ipment? If you have this pr ogram, please describe the proc ed ures and cost. The city cur rently does not use this process.
The City can continue to scan images of checks using Remote Deposit Captur e and transmit them electronically to J.P. Morgan for clearing.
Receivables Online (formerly Virtual Rem it) accepts checks drawn only on U.S. financial ins titutions as well as business, government and consumer checks, U.S. Postal Money Orders, Western Union Money Orders, demand drafts, government warrants, etc.
Please refer to Tab V- Banking Services Fee Form for pricing and equipment costs.
9. Does the bank allo w for the dig itized storage and access to paid checks and statements? What secur ity does the bank afford around these techno logies? How long are they archived? The City receives images of all on-us transactions (paid checks, deposit tickets, advices/adjustments) and account reconciliation (ARP) reports through our banking portal. Check images and ARP reports are stored for 7 years (standard) with an option to extend retention up to 1 O years.
Bank statements and account analysis statements are also available. The banking portal stores historical statements for up to 7 years for bank statements and 13 months for account analysis statements.
J.P. Morgan's mu lti-level security is designed to help protect your privacy, preserve data authen ticity and maintain strong operational controls.
Tab G - Deposit Transm ittal Process I 25 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD
10. Describe the sec urity for wires comi ng into the City. When a customer wires money to the Ci ty, will the Ci ty have to provide the customer both the City's account number and routing numbe r? Our Virtual Reference Number (VRN) solution can help alleviate the following common payment challenges:
• Payers making one payment for multiple invoices
• Payers making partial payments for one invoice
• Incomple te information given for paymen ts received
Electronic receipts are paid quoting these ded icated VRNs, which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear ide ntification of your payers without the onerous task of manual reconciliation. Here's how it works:
• We provide you a range of reference numb ers to assign to each of your payers • Your customers quote the VRN in place of your account numb er • When we receive the payment, we automatically associate the VRN to you and credit your operating account with us
• Each credit contains the associated VRN to identify the payer and apply to your accounts receivable Access the VRN in the transaction postings to your account-reference num bers are reported on standar d reports via J.P. Morgan Access.
11. Cu rrently, an armor car picks up at 7 different addr ess physical sites in South San Francisco : Those collections are posted to the deposit accoun t. The armor car costs are cur rently included in the banks cli ent ana lysis . Can your bank provide the armor car service and include it on your bank 's client anal ysis statement? The 7 locations are within close proximity of City's downtown area .
Today, the City's armored car charges are not included in the monthly analysis. We will continue to supp ort the City's vault transactions and work with the armored car service of the City's choice. 12 . Currently, we have location codes printed on each depos it ticket. When we run a previous day's report, the depos it shows up on the report with a locatio n code. This helps in reconc iling from the bank to our books by department. Does your bank's previous day's report list depos its by location code?
The City can continue to use unique location ide ntifiers (ULID) for assistance in reconciling deposits.
The Balance and Transaction Report, available through the Reports function, serves as the City's Location Report and captures dep osit information from each of your locations. Locations are ide ntified by a unique location ide ntifier (ULID ) numb er printed on the deposit slip, which is then reported back to your main office/location, broken out by each location.
1 3. Cu rrently for the deposit acco unt, we download a mo nthly report that shows daily activity of deposi ts into Excel. This would be available at the end of the month. Can your bank provide similar reports that can be downloaded into Excel? We also download a month ly report that shows debit transactions such as wires and fees into Excel . This helps in doin g our bank reconci liation.
Yes, continue to us the online portal to run standard and create custom reports. All reports are available to download in Excel format.
14. Cur rently for the credit card account, we download a m onthly report that shows detail credit card activity into Excel. Can your bank provide similar reports that can be downloaded into Excel? This helps in performing month ly bank reconciliation .
The City can continue to download detailed credit card activity via our Merchant Services online portal in an Excel format and will also have the capabili ty to download an Excel monthly report for the credit card account deposits using our online portal.
Tab G - Deposit Transm ittal Process I 26 I
Oocusign Envelope ID: A4FB2E76- 1O 5B-4C3C-BC08-8A6A5O0788CD
15. Cu rrent ly, we have a lockbox account for ambulance service provided by the Ci ty. We may need to have long term arc hival in the even t we are audit ed by gover nm ent ag en cies. Ho w long can you archi ve digital deposit in formation?
Continue to retrieve images onlin e for a standard period of 10 years.
Image transmission files are also an available option. You can eas ily upload the image file into your platform, so it serves as your first line of defense for storage needs and supports your existing workflows.
Tab G - Deposit Transm ittal Process I 27 I
Docusign Envelope ID: A4FB2E76-1O 5B-4C3C-BC08-8A6A5O0788CD Ta b H - Acco un t Rec onc il emen t
The City cu rrently issues Account s Payable and Payroll checks , as well as ACH Payroll transactions and A/P electronic funds transfers. See in formation in the attached June 2023 bank statements for monthly volum e of these activities. The related accoun ts utilize full Account Reconcilement online reporting from the bank for items paid information.
1 . Does the bank offer full Account Reconciliation services whereby "check issue " files that the City provides the bank via direct data transmission are used to gener ate a list of both paid and outstanding checks, generating a list of outstanding items for assisting with monthly bank reconci liation? If so, describe the services and what is recommended for the City's consider ation .
Yes, J.P. Morgan continues to offer the City a com plete reconciliation of outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs.
You provide us with detailed check issue data, including account numb ers, check nu mbers, issue dates, dollar amoun ts and reference information (up to 15 bytes). The City chooses how you wish to supp ly this data: In a file transmission or by upload or manu al key entry to J.P. Morgan Access, as needed by the check activity in each account.
With check issued data, J.P. Morgan will conti nue to perform a full reconciliation of activity in the account, delivering a reconciliation report package through our online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a sum mary including check num ber, issue date, amount paid and paid date.
2. Does the bank offer Positive Pay services whereby "check issue" files that the City provides the bank via direct data transm ission are used to allow the bank to only pay checks listed in that "check issue " file, with exactly the same specifications as listed in the "check issue" file (amount, payee, serial numbe r, etc.)? If so, descri be the service s and what is recommended for the City's ' consideration.
Also, are suspicious checks , or checks over a certain dollar amount referred to the City for approval? Describe the parameters an d amou nts that woul d trigger a C ity review for approval .
Yes . Continue to use J.P. Morgan Access's positive pay exception processing and send positive pay issue files via the internet. J.P. Morgan's internet delivery channel provides a foundation for secure and traceable commun ications between J.P . Morgan and the City using standard browser software.
Additionally, our online portal enables the City to use the internet to review digital im ages of all exception items, and inst ruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are convenien tly del ivered along with all other types of exceptions, so the City can easily em ploy the most up-to-date fraud protection services. Email no tification offers a convenient way to know when exceptions are available for review.
The deadline for the City to sub mit manual entry or file upload via J.P. Morgan Access is 7:30 p.m. PT. The deadline for the City to transmit check issuance files via di rect transmis sion to the bank is 7: 45 p.m. PT.
Positive pay triggers
We review positive pay accounts to detect the following exception situations: paid -no-i ssue, dupl icate paid items, maxi mum dollar (by request), minimum/maximum serial number (by request), stale-dated issue (by reque st), invalid serial numb er, cancel/void prior to payment, payee name does not match issue and paid amount does not equal issue.
Tab H - Account Reconci lemen t I 28 I
Docusign Envelope ID: A4FB2E76-105B-4C3C-BC08-8A6A5D0788CD
3. Following a su ccess ful su bmission of the Posit ive Pay data , can the bank accep t sub sequent add/ delete data to become effective im med iately for manu al or void checks ? Yes. Our Account Reconciliation team can delete files. The process varies by input method as described below:
• For a current-day file done in J. P. Morgan Access Checks, we can delete the file to allow a new file to be uploaded same day.
• For a prior-day file done in J.P . Morgan Access Checks, the reversal is processed overnight before you can upload again.
• If done by manual entry in J.P. Morgan Access Checks, the update occurs overnight. • For a direct transmission, deletions occur the same day.
4. Describe the bank's web-based services as they pertain to stop paym ents, copie s of paid checks , ACH exceptions, an d voided checks. How long do stop order s remain if effect? The City can continue to place stop payments on line via the banking portal, either di rectly from within the "Stops" function or more efficiently by using the "I nquiry" function where the check numb ers are valida ted agains t the issued items. When placing stop requests via the banking portal, the system searches 90 days of transaction history to identify if the check has been paid (extended retention periods are available) for payment requests entered manually. If the check has been paid, the system reports the date the item was paid , and you can; • Choose to continue to request the stop by clicking "enter" (e.g.: to prevent payment of a second presentment of an item with the same check information)
• Choose to cancel by clicking on the "cancel" button If you do not want to place the stop Once the stop payment request is submi tted appr opriately, it will be processed within one hour. We provide confirmation online of successful placement of the stop payment request. Print or download details as needed.
Additionally, a stop payment activity report is available online. The final status of the item at the time the stop was placed is available on the activity report the following business morning.
Stop payment reque sts remain in effect for one year and can renew for an additional six years.
Voids
We recommend that when a check is printed and released by the City, a stop payment be placed versus a void.
Voids should be placed when the check has not been released. Stop payme nts are in effect for one year with an option to renew for six additional years, and if the check is presented for payment the bank will automatically return the item. For clien ts who choose to place a void on a check, if the item is presented for payment and the account su bscribes to pos itive pay, the paid check will be com mun icated via J.P. Morgan Access as a "Cancel On File" check exception for the clien t to then make a pay or return decision on the item. Therefore, a stop payment provides a more efficient method of handling an outsta nding check that is not to be honored.
5. Desc ribe the account reconciliation services offered by the finan ci al in stitution.
We offer a range of account reconciliation (ARP) services. Yes, all ARP services are optional and designed to en hance reconciliation efficienci es. We offer both full and partial reconciliation and describe belo w. • Full reconciliation : Receive a reconciliation of outstanding and paid checks. Provide detailed check issue data for full reconciliation. With check issued data, we perform a full reconciliation of activ ity in the account, delivering a reconciliation report package via the online portal. • Partia l reconcili ation : Receive a detailed listing of checks paid agai nst a disbur sement account over a clie nt defined period of time with partial reconciliation. This service also details certain other categories, such as stopped checks. Checks are typically listed in check serial number seque nce with the amount and date each check was paid. The reports are available via the banking portal.
View your reconciliation report package on the online portal within five busi ness days from the close of a cutoff cycle. Download reconciliation reports in PDF and daily paid files in TXT format from the Recon Output tab in Access Checks.
Tab H - Account Reconci lement I 29 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD
6. What is the bank's policy regarding Daylight Overdrafts (DODs)? Is there a char ge for DODs and if so, how is it calculated? Will the bank guar antee that all items drawn on Ci ty accoun ts be paid regardless of the balance in the funding accoun t? What is the char ge for covering these items? Be compr ehensive in your response .
An appropriate intraday credit limit will be made available to make sure your transactions flow smoothly and efficiently through our systems. This limit is electronically verified by our Funds Transfer Balance Control System.
Payments made within the limit, plus the current cash position in your account, will instantly flow through to the appropr iate execution mechanism.
One imp ortant feature of our system is the abili ty to group desig nated accounts together into a single relati onship for intraday credit purposes. This provides for the release of payments when the total balanc e and intraday limit in your grouped accounts is sufficient.
Should a payment take your account balances over the intraday limit, the tran sfer will be stored electronically and referred to a funds control officer for approval. If covering funds are received while the payment is stored , the transfer will be automatically released without manual intervention.
Overd raft charge calcu lation
We charge for the use of end of day (EOD) uncoll ected funds by applying a daily variable overdraft (OD) rate to individual DDAs for each day an overdraft occurs. Interest and overdraft fees can be offset by an earnings credit allowance and may be assessed on a per-occurrence basis.
The negative collected balance fee is calculated daily, as follows:
Negative collected balance fee calcu lation
(negative collected balance x overdraft rate)
360 days
There is also a per occurrence fee for each day an account maintains a EOD negative colle cted balance.
7. Are images available online? For how long? How soon "fter a check has been cashed is the image available? How long is ele ctronic archiving available and is there a fee for retrieving archived items ? Yes, J.P. Morgan accommodates image delivery via the Statements and Checks functional ities on J.P. Morgan Access and via Receivables Online. Check disbur sements, check images are available the same day the check is presented and stored for 7 years (standard ) with an option to extend retention up to 10 years. For positive pay clients, exceptions include check images for your review and decision. There is no fee for retrieving an image of an archived check.
The deposit information for branch teller, branch night drop, vault (via armored car) and A TM deposit options is viewable on a same day basis on J.P. Morgan Access, with any images available the following day. Im ages submi tted using Remo te Deposit Captur e are available for viewing the same day.
8. In the case of stale dated checks , will the bank agree to not honor an y checks that have been outstanding (based on the date of the check) for 18 0 days or more? Yes. We offer the City our stale-date feature to return checks that are presented for payment past your pre determ ined nu mber of days from the issue date. Your account must be su bscribed to positive pay , and we must receive the issue record in advance of the check being presented for payment.
For posit ive pay accounts, these checks show as "Stale Date Item Issue" exceptions on the daily positive pay exception report that allo ws you to decide whether each item should be paid or returned. You may also elect to have the system automatically return all items prior to having them reported for your review.
Stale-dated checks are not removed as issues. To remove the item as an issue, the City sends a positive pay file and identifies applicable stale-dated checks as cancels.
Tab H - Account Reconci lement I 30 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b I - Dir ect Dep osit Relat io nship
The Cit y transa cts with the State of Ca lifornia Local Agenc y Investment Fund (LAIF) and rece ives tax apportion ments on a re gu lar basis.
1. Is the bank an appr oved State of Cali fornia deposit ory? JPMo rgan Chase Bank, N. A. is a quali fied depo sitory for public funds in Cal ifornia. J.P . Morgan facilitates activity on behalf of munic ipal ities with redemption and investment Local Agency Investment Fund (LAIF) transactio ns.
2. What is the charge per tran sfer to and from LAI F?
The City will be assessed a $4.00 fee per transfer to and from LAIF.
3. Describe how the financial institution processes LAIF transfers and su bvention payment s from the State of Ca lifornia.
In vestment transfers to the State will be in itiated by the City via J.P. Morgan Access and posted to the State via wire transfer.
J.P. Morgan works with government clients in the State of Ca lifornia to promote compliance with State proced ures for LAIF investment trans actions. Note that the following are general procedures, and that the City is encouraged to confirm with LAIF to be sure they are in receipt of contracted instructions speci fic to the City:
• For same day transact ions, LAIF must be contacted by 10 :00 a.m. PT. • 15 total transactions per month are allowed, which include both deposits and withdrawals. • Transaction am ounts should be in thousand dollar inc rements with a minimum of $5,000. • Withdrawals of $1 0 mil lion or more requir e at least a one-day advance notice to LAIF. • Future-dated transactions can be reques ted up to 1 O calendar days in advance. • Verbal acknowledgment must be initiated by authorized the City personnel prior to funds transfer.
Transfers from LAIF
Investment transfers from the State will be initiated by the City via LAIF by phone or online, and posted directly through J.P. Morgan into your desig nated account. LAIF tran sfers can be executed by the City online through the LAI F porta l.
Please refer to Tab Wa nd X tor appli cable fees.
4. Does the bank have an office in Sacr amento that ma intains a dir ect DDA banking relationship with the State Treasur er's Office and the State Co ntroller 's Office? Yes, J. P. Morgan has an office in Sacramento with a direct DOA banking relationship with the State Treasurer's Office and the State Controller's Office.
Tab I - Direct Deposit Relat ionship I 31 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b J - Di rect Deposit of Payroll
Direct Deposit of Payroll is cu rrently in place with a majority of the City's employee s participating . The payroll files are transmi tted b i- weekly for payroll . Refer to the attached bank statements for a monthly snapshot of the volume of activity.
1. Describe the bank's proce dure in detail for receiving elec tron ic payroll data.
Typically, one or two days in advance of the designa ted payday, you send us a file containing the total amount to be paid electron ically to your em ployees' desig nated accounts. For an additional charge, payroll transactions may be ini tiated with same day settlement, provided cutoff times are met. The offsetting am ount is char ged to your desig nated account with us on the day of settlement (payday).
Direct deposit options
Origin ation method
Larger volume
Lower volume
Transaction type
Prearranged payment
and deposit (PPD)
Same-day ACH credits
We recommend you use di rect send transmission. You create a transaction file in standard Nacha format using ind ustry standard applic ations. You will then transmit the file to us through a common protocol such as FTP. The transmission is encrypted and sent to us for final ACH processing.
We suggest using J.P. Morgan Access. The banking portal allows your authorized users to enter the required ACH payment details in the fields provided. In addition to initiating payroll, you can use the banking portal for ACH and wire disbur sements and concentration.
Supply PPD files for next-day credits. For your employees to receive funds as available bala nces for ATM withdrawals on payday, you must del iver the file to us by 7:00 p.m. PT two busine ss days prior to the settlement date. The file will be processed at the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees' accounts by open of business on payday.
Send same-day ACH credits. All ACH credit transactions, except for international transactions (IATs) and transactions above $1, 000,000 are eligible for same-day processing.
2. What are the transm issi on deadlines for Direct Depos it ACH files ? When (day and time) does the bank need the file from the City, and when spec ifically are funds debi ted from the City's accoun t? Depending on your ini tiation method, all data received after the cutoff times listed in the below table is ineligible for same-day proces sing.
Initiation method Cutoff times
ACH Direct Send 12:15 p.m. PT
ACH payments via J.P . Morgan Access 12 :00 p.m. PT
Tab J - Direct Deposit of Payroll I 32 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD
3. Detail the bank 's bac k-up plans for data transmissions. The City requir es immed iate notification of any chang es or problems and the abilit y to re-send a file or to delete a file.
We help you imp lement auto-acknowledgem ents for receipts of the tran smission. If you fail to receive an acknowledgement within 15 minu tes of the transmission, contact our Transm ission Services Group for status and next steps. If the transmi ssion fails, we work with you to have the ACH or wire released in a timely man ner, making sur e adjustme nts will not need to be made to the account.
Contact your assigned CSA if you'r e unable to transmit data to us. He may be able to provide you a solu tion on a case-by-case bas is. You may also contact the ACH Transmi ssion Services Group by phone at (81 3) 432-3800.
4. What screening measur es does the bank use to mini mize errors on files sent to you i.e., pre-notes, ABA screening, etc.?
We recommend usin g Account Validation Service (AVS) to assist the Ci ty in validating account number s in your ACH files. AVS is a routing engine and service offering for valida ting counterparty information. It directly supp orts account verification and ownership authentication. Account Validation Service uses routing and account number data to provide an account status for consumer and business accounts, giving you information that an account is valid prior to approving a deposi t or accepting a payment.
With Account Validation Service, the City can:
• Decrease the likelihood of returned or erroneous payments : Validate account status and account ownership information in real time
• Detect potential fraud risks : Review potentially high-risk changes to payment in structions, received via non secured channels, such as email or fax
• Incr ease operati onal efficiency : Avoid originating payments with erroneous data, reducing the potential for manual exception ha ndling
• Easily comply with the Nach a Web Debit Account Vali dation rule : Leverage a commercially reasonable validation solution
• Enhance secu rity: No retention of personally ide ntifiable information and no credential sharing required.
The Nacha WEB Debi t Account Validation Rule became effective Ma rch 19, 2021 . ACH Origina tors of WEB debit entries are required to use a "comm ercially reasonable fraudulent transaction detection system" to screen WEB debits for fraud. This existing scree ning requirement is being supple mented to mak e it explicit that "account validation" is part of a "comm ercially reasonable fraudulent transaction detection system." The supplemen tal requirement applies to the first use of an account numb er or changes to the account numb er. https://www. na cha .org/rules /supplement inq-fraud-detection -stan da rds-web-debits Preno tes
J.P . Morgan routinely processes pren otifications or "prenotes". Because prenotifica tions are no longer required, it is the origina tor's choice as to whether they are necessary. However, J.P. Mo rgan recommends use of prenotifications if the City has the time to respond to corrections or errors gen erated by a notification of change on the prenotification and correct the infor mation prior to the first payment. We recommen d that prenotifications be origina ted at least three banking days prior to live-dollar originat ion , but we can accommodate any timing scenario.
The prenotes are charged as standard ACH transactions.
Tab J - Dir ect Deposit of Payroll I 33 I
Docusign Envelope ID: A4FB2E76-1 O5B-4C3C-BC08-8A6A5O0788CD Tab K - Payr oll Tax Proces sin g
Curre ntly, the City tr ansm its payroll taxes via the IRS and Cal ifornia EDD website so that payroll taxes can be pulled from our bank accoun t
1. If the City uses your services for making tax payment , do you guar antee the timing of the payment? Describe the process and cost for this servic e.
J.P. Morgan suppor ts the ability to origina te a full range of U.S. ACH transactions and related rem ittance data including the �XP-formatted CCD+ transaction for tax payments via file transmission.
The City can also pay federal, state and muni cipal business taxes electronically via the internet or phone using J.P. Morgan's Tax Payment Service (TPS). Same day ACH processing is offered for state and muni cipal tax payments via the internet only. Federal tax payments, telephone payments, and file upload payments are not available for same-day ACH processing. The City can stream line tax payment ini tiation activities and remain fully compliant with mand ates for electronic fili ng-all without giving the government access to account nu mbers or funds.
In additio n, J.P. Morgan provides payment initiation services through J.P. Morgan Access, our browser-based banking port al. Our banking portal contain s ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions and/or formatting changes are made by the taxing authority.
J.P. Morgan also offers repetitive and free-form funds transfer (wire) payments that may be used to create federal and state tax payment transactions.
Pricing for originating tax payments is the same as other ACH origi nation charges. ACH origination pricing is provided in Tabs V and W.
Tab K - Payroll Tax Processing I 34 I
Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD Ta b L - Overn igh t Sweep
The Ci ty util izes an automatic , overn igh t Sweep so we can earn interest
1. Describe the overnight sweep accoun t offered by the financial inst itution includ ing overn ight investment options availabl e to maxim ize the Ci ty's potential earnin gs.
As a leading liqui dity solutions provider, J.P. Morgan offers integrated off-balance shee t investment solutions as well as our Hybr id DOA solution for excess operating balances not needed to offset bank fees with earnings credit allowance.
Hybrid DDA
The Hybr id DOA offers a solution similar to the functionali ty of an overnight sweep service. In the Hy brid ODA solution, balances earn an earnings credit allowance up to a predeterm ined threshold to offset bank service fees with bala nces above the threshold earning hard dollar interest. Thus, instead of swee ping to a separ ate acco unt each ni ght , your excess balance remain s in the ODA and earns interest. Additionally, the Hybrid ODA does not have an investment cap like an end-of-day MMF sweep soluti on.
Balances up to a predetermined threshold ("the peg balan ce") earn an earnings credit allowance at the proposed earnings credit rate of 3.30 %. Fun ds up to the peg balanc e are used to offset bank service fees. Balanc es above the peg balance threshold earn hard dollar interest at a proposed rate of 3.2 0%. Interest accrues daily and is paid monthly. The below illu strates how the Hy brid ODA works.
The peg balance can be changed at any time prior to the next billing cycle (and applied on a go forward basis) to adjust for unplan ned changes in service fees (e. g., sign ificant volume changes, service additions /deletions, to compensate for periods in which mi nimum balance levels fall below the peg balanc e amount).
Sweep to mo ney ma rket fund
The automated intraday and end- of-day investment sweep to J.P . Morgan and select third-party money market funds (MMF) helps clients efficiently invest account balances, maintain liquidi ty and meet investment guidelines.
In vestment sweep services afford competitive returns while simultaneously providing fluid integration with operating accounts. Our sweep produc t offering provides visibility of accounts and returns online through J.P. Morgan Access Liqui dity Solutions.
The City can use J.P. Morgan's breadth of services, reputation, and financial strength and stabil ity to build upon the efficiency and value of our own cash management operation. Below please see investment details on the sweep offering available to you.
Sweep offering
Money market funds (MMF)
Expos ure The specific MMF selected; see prospectus at www.jpmgloball iquid ity.com ---------� Rating
Sweep type End-of-day and intraday
Timing • End-of-day: Last transaction of the business banking day • lntraday: One hour prior to fund close
Return of funds • Eno-of-day: The morning of the next business day • lntraday: Only when DOA balance falls below target
Interest/ dividends • Dividends accrue daily, paid monthly on a 365-day basis Tab L - Overnight Sweep I 35 I
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Sweep offering
Money market funds (MMF)
Restrictions/ comments
• U.S. corporations/entities must invest in U.S.-r egistered funds • End-of-day sweep: Investment cap established based on average stable balance See prospectus for fund details
2. Is the bank 's sweep an end -of-day or i ntra-day sweep? J.P. Morgan offers both an end-of-day investment sweep and an intra-day investment sweep.
3. What sweep investments or funds are ava ilable for pub lic funds clien ts? Does the fund meet the Cal ifornia Government Code for allowable investments?
J.P. Morgan offers various investment options that meet the Cal ifornia Government Code and are available for our public funds clients. J.P. Morgan sugg ests that the City invest in our Money Mar ket Fund options for investing public funds. For fund information and related prospectus, please visit our web site at www.ipmqloballi qui dity.com /us/view products.
4. What is the size of the sweep fund(s)? Provide a prospe ctus and sample financial stateme nts on the fund(s).
Please view our prospectus at www.jpmqloballiguidity.com
5. What are the costs associa ted with sweep (mont hly maintenance , set-up char ges, fund expen ses , transact ion fees, etc.)?
There are no set-up charges associated with the overnight sweep. There could be monthly main tenance charges dependent on the investment sweep option chosen, which is charged through anal ysis.
6. Provide hi storical rates on your sweep fund (s) for the past 12 months (July 2022 to June 2023 ).
Please visit the following site and click Products, Performance & Yields and then select the appr opriate fund to view current and past rates.
https://am.jpmorgan. com/us/en/as set-mana geme nt/liq/ Tab L - Overnight Sweep I 36 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b M - Bala nce & Det ail Rep orti ng
The City cur ren tly utilizes web- based reporting (Treasur y Information Reporting ). The City uses previous day compos ite and intraday reports to reconc ile activ ity from our books to the bank.
1. Describe the bank's onlin e information reporti ng system includ ing cost of web-based repo rts. The Cit y may request a demon stration of your online system.
With J.P. Morgan Access, the City conti nu es to receive a highly intu itive and easy to use, cash manage ment solution that seaml essly integrates all treasury activities through a secure portal using a single authe ntication process.
Benefits of our approach: Online portal-simple, intuit ive and integrated LOGIN
I*** I
Powerful security
Receive protection of privacy and authen ticity of users, data and transactions when you access the portal via our sophisticated mu lti-layer security system
Easy to use
Use a single sign- on and seamlessly access authorized accounts and functionality with automatic upgrades when users sign on
Saves time
View critical information at your fingertips on your customized home page-with features and capabilities that are just a few clicks away
Alert notifications
Set up a variety of customizable busi ness critical alert notifications to save you time and make sure you don't mi ss anything
Decision support interfaces
Manage your data effectively using filtering and export technologies Virtually effortless admini stration
Security administrators use simple and intuitive tools to manage frequent user entitlement changes in real time, and save time with features like cloning ent itlemen ts and cloning account and user groups Flexibil ity
Select the services required to sup port your current business environment and add additional services as your needs evolve
Self-service training and education
Access a single and consistent location called the Access Help Center for product and service learning options, a gui des library, an intuitive online webinar registration tool that allows your staff to partici pate as needed-plus other tools and resources
For more information on our J.P. Morgan Access produ cts and services described in this response, visit https: //www.ipmorgan.com/solutions/treas ury-payments/access .
We would be happ y to provide the City with addi tional demons trations, upon request.
2. Can reports be cu stom-ta ilor ed for the end- user and downloadable in to Excel? Yes, our inte ractive reporting feature gives you the abil ity to further customize your transaction report by moving, adding or hidin g column s, filtering and sorting on one or mul tiple columns and then saving your customization as a separ ate report. Reports can be downloaded in Excel format.
Tab M - Balance & Detail Reporting I 37 I
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD
3. Can the City obtain current day (i ntra day) information? If so, descr ibe the service .
Yes. Current-day information, which is the reporting of memo-posted transacti ons, is available throughout the day as the transactions complete on processing applic ations such as lockbox , wire, ACH, returns and demand deposi tory accounts.
4. What are the compu ter hardware and software specifications for the bank 's onlin e system? Please see Appendix 7 for hardware and software specifications.
5. Provide a sample of prior day and intra-day reports that would be the best example of the system's capa bili ties. Include the reports in this section.
Please refer to Appendix 8 for sample reports.
6. Can the bank provide credit or deposit information by location or ide ntifier nu mber (i.e. by department) as part of these reports?
Yes. The City can conti nue to use unique location IDs (ULI D)-if used to ide ntify files by entities /location.
J.P. Morgan offers deposit reporting to assist with deposit reconcilement. This provides the City with a listing of all deposits identified by ULID location numb er, as well as mis cellaneous debit/credit deposit adjustments. The details are available via J. P. Morgan Access. The City can create deposit detail repor ts by ULID locati on , allowing deposits from multiple locations to be reconciled using a single account.
7. What is the bank's c onting ency plan for providing this information in the event of unex pected bank systems problem s or natural dis asters?
We have established policies and assigned responsibili ties to make sure that appr opriate contingenc y plans are developed and main tained for each busin ess area that sup ports J.P. Morgan Access. The intent of these contingenc y plans is to assur e the continued operation of critical systems in the event of a disas ter, emergency or other unforeseen events threatenin g interruption of these systems.
Your client service associate will remain in constant contact with you in a contingenc y situation.
8. What other onli ne or Internet based systems are cu rrently available to customers? The four channels of J.P. Morgan Access-Online, Mobile, Insight and File Transmi ssion-are designed to save treasury professionals time by integrating everything you need in one place.
J.P. Morgan Access: Keep your business moving forward with one integrated global platform @]
will
Figur e 3
Online
In tegrated paym ents and information
reporting capabi lities thr ough a single,
simplified user inte rface that uses a
consistent workf low
In sight
Automatic ally popu lates your sprea dsheet
with your bank account data to mak e your
proce ss more efficient, flexi ble and ac cu rate
File Transmission
Global, electronic file transm issions for
bulk paym ents and reporting for secure,
centralized and aut omated paym ents and
data delivery
Mo bil e
Anywhere, anytime, secure cash management
capa bilitie s treasury professionals are seeking
for smart phones
Tab M - Balance & Detail Reporting I 38 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b O - El ectronic Dir ect Payment Servic es
1. Thor oughly describe the ba nk's electr onic bill payment , EFT and ACH services . Does the bank offer both ACH debit and credit programs as part of this service? We recommend that the City use:
• J.P. Morgan Access for lower volume trans action files : Our onlin e portal is a fully integr ated, browser based pl atform that provides easy-to-use applications for all of your informatio n, compliance and portfolio management needs. J.P. Morgan Access uses a common set of intuitive templates for each payment method.
For example, the City can easily create beneficiary temp lates with lockable and editable fields to set up recurring payments. The City can create templates to supp ort a comp lete menu of ACH transactions, with all templ ate information stored secur ely with J.P . Mor gan. Transactions based on templa tes or entered in free form mode are created by the City, then batched, approved and released for process ing. ACH files generated through J.P. Morgan Access are retrieved and processed several times each business day for next-day processing (or same-day when applicable). For non-repetitive payments, the Ci ty can create free-form ACH payme nts without the need to establish a stored template. • The secur e file transfer protocol (SFTP) tran smission method for large batch origination : Consider originating ACH payments through batch file transmissions, using any one of ind ustry standar d Nacha file formats (e.g., ARC, CCD or PPD), the City sends their file to us through a common protocol, such as secure file transfer protocol (SFTP). We offer a file del ivery solution that allows the City to send and receive ACH files using SSL session encryptio n, browser-based file exchange (HTTPS), SF TP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). Our del ivery methods leverage the internet and readily available software packages to make transferring files simp le and secure without the added cost of proprietary software installatio n.
We recommend subm itting large batch files cont ainin g any consumer credits at least two business days prior to the settlement date. The bank accepts future-dated large batch files containing consumer credits. These should be subm itted at least two busi ness days prior to the settlement date.
2. What hardware, software. and special progr amming are requir ed for the impleme ntation of an ACH credit program for payments to City vendor s?
There is no special progr amming requir ed to use J.P. Morgan's ACH services. Both delivery methods use the internet to make transferring files simple and secure without the added cost of proprietary software. Please refer to Appendix 7 for J.P. Morgan Access ha rdware and software requirements.
3. Detail all cost s as soci ated with ACH for a vendor payment program.
Please refer to Tab V - Banking Services Fee Form for related ACH costs.
4. Detail all costs and processes for au to draft (aut omatic payment deduct ions).
Using the online portal, Prearranged Payment and Deposits (PPD) transactions are executed on pre-existing templates or with those built by you. You can also send PPD files directly to the bank using direct transmission.
Please refer to Tab V- Banking Services Fee Form for related costs.
Tab O - Electro nic Dir ect Payment Services I 43 I
Docusign Envelope ID: A4FB2E76-105B -4C3C-BC08 -8A6A5D0788CD Ta b P - Loc kbo x Ser vic es
1. The City has a lockbox for ambulance services. We requir e lon g archival services just in case we are aud ited by government agencies. How long can you archi ve records? We own and operate our full-service, nationwide lockbox network of processing sites with fully automated wholesale and scannable services. Continue to use our Pasadena site for your processing needs.
The City has authorized us to collect, process, deposit and report remittances mailed to unique ZIP codes used exclus ively for our lockbox mail. We pick the mail up directly from the post office multiple times during the day, beginning early in the morning. Payments are processed according to the City's specifications on the same day as they are received. The City receives images of checks and front-side images of remittance documents including invoices and correspondence via Receivables Online. Duplex im aging (front and back) of remittance documents is available as an option. Images are available on a next-day basis and are stored and accessible online for 10 years.
A proprietary, online receivables tool
Our Receivables Online browser provides same-day decisi oning and an account reconciliation tool to combine advanced image and data capture technology. It delivers all you need in a singl e, online repository to:
• Access images and information related to payments you receive • Reference ACH or wire payments you receive, as an option • Review ima ges in our 10 -year archive for all your lockboxes in our network sites using only one client ID Easy navigat ion, advanced queries, payment alerts and workflow tools give your accounts receivable, credit and customer service staffs the abil ity to make informed business decisions quickly and without handling paper documents.
Tab P - Lockbox Services I 44 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC 08-8A6A5D0788CD Tab Q - Co nver sion Pla n
1. Descr ibe the overall plan your financial institution would coordinat e to ens ure a smooth trans ition from cur rent provider.
As a current client, the City avoids a time-consuming and costly conversion process-and a potential disrup tion in service-by choosing to retain us as your banking services provider. Your empl oyees can focus their valuable resources on other projects, which ultim ately saves you signi ficant work, time and money.
Some of the advantages for the City are that accounts and processes do not change. Your previously established client service and imp lemen tation teams continue to sup port you. Because they are alr eady familiar with your accounts and operati ons, they don't require the learning curve of a new provider. You don't need to assemble a transition team or train em ployees on a new service. Another ben efit of renewing the contract with J.P. Morgan is that the City avoids many of the b'urdensome procedures and costs associated with switching financial service providers.
If you decide to add more complex services, we work with the City to implement them. An onboarding specialist, who has end-to-end ownership and accountabil ity for the process, is responsible for communic ating regularly with you and coordi nating activities. This onboarding specialis t makes sure that documentation is validated and link ed to your account across the bank. They will contact your designated representative(s) to complete all requir ed do·cume ntation and determine specific product instructions. Regular, often weekly, meetings occur to share information and measure progress. The onboarding specialist works with the City to establish timelines for additional phases of service and then coordinates with the appropriate teams across both organizations to complete the setup. For simple requests, or to add incremental services, we apply our proven implemen tation approach to add products and services in a structured and efficient manner, with minimal di sruption to your business.
In 2022, 90 percent of our commercial banking clients responding to a post-impleme ntation survey rated their overall experience as very good to exceptional. J.P. Morgan is constantly working to impr ove the impleme ntation experience by obtaining and addressing client feedback.
2. Identif y each of the systems for which the City would need training. Describe the on-sit e training to the Ci ty's staff for the oper ation an d use of these services and automated systems.
We continue to offer the City a variety of methods for training without any cost to you, such as webinars, phone and short step-by-step prerecorded videos.
Receive the trainin g you need
Onlin e resour ces
The Help tab provides you with online help articles, FAQs, guid es, videos and a range of live and prerecorded webinar offerings on how to use our products and services Webinar training
Learn about each of our products in the J.P. Morgan Access family-each webinar lasts between 15 to 90 min utes and registration is available via the Help page Phone training
Sch edule a one-on-one session conducted over the phone to meet your needs by contacting Cl ient Access Training at (866) 61 9-3055, Monday through Friday, 4:30 a.m. until 4:0 0 p.m. PT
3. Provide a time lin e sched ule and ap plic able char ges for the co nversion plan.
The table below provides the average impl ementation time for setup of the requested services. Time is measur ed from receipt of completed documentation.
Tab Q - Conversion Plan I 45 I Page 115 of 252
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08 -8A6A5D0788CD Implemen tation time averages, resources and critical suc cess factors Expected lead
Service time (1) Resources Critical factors
• ACH direct send 4-6 weeks • Bank onboarding • Confirm setup requirements • File specialis t • User acceptance testing setup
transmission • Bank technical 1PM Successful file and connectivity testing • connectivity for • Bank connectivity User acceptance testing sign-off prior and/or • current-day • City IT Partner key exchange •
BAl2 • City connectivity Successful production verification test • transmission • Positive pay
transmission
(1) The expected lead times are estimates for standard -product setups. Actual lead-time varies according to complexity of business requir ements. Complex and/or large implement ations may take longer than described above.
Our virtual card implem entation process is focused on integrating our solution with the City's existing financial systems and your cu rrent purchasing and payment processes.
The following is a hig h-level project plan for the critical activities and milestones for the proposed solution.
Project Plan
SYSTEM
CONFIGU RATIO N
SU PPLIER
ON BOAR DING
PROJE CT
MILESTONES
Fig ure 5
Kick off Design
sign off
Campai gn
sign off
Begin
enr oll ment
. . .
Tra in
Integrati on
comple te
UAT
sign off
Go live
Ong oing
enr ollment and
activation
Scale
activations
Please note that the campaign management and supplier recruitment process runs concur rently with im plem entation. It typically takes approximately 12 weeks to com plete (including preparation and campaign time), but may be sh orter or longer based on your nu mber of sup pli ers to contact and on your level of engagem ent.
Throughout the course of imp lemen tation, product implem entation specialis t and other service team mem bers conduc t regular project status and progress review updates inclu ding:
• Weekly imp lementation status calls with the J.P. Morgan im plemen tation team to review overall status and cover key action items and outstanding issues for both technical and busine ss teams • Weekly recruitment reports to sum marize and detail progress of the J.P. Morgan supplier recruitment campaign Tab Q - Conversion Plan I 46 I
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Tab R - Sec urit y of On Line Dat a
All of the follow ing mu st be addr essed :
1. Descr ibe the structur e of your On Line Sec urity/Fraud Divis ion.
The Firm's Cybersecu rity & Technology Controls (CTC) organization is led by the firm's Chi ef Information Secu rity Officer (CISO ) and Chie f Technology Controls Officer. The Leader ship team is designed to promote the key security and controls agenda with a business min dset-making it easy for colleagues across the firm to adopt and integrate appropr iate controls, del ivering solutions efficiently and consis tently while avoiding redundancies, and shifting left in the business life cycle by automating controls and leverag ing strategic Global Technology platforms.
In partner ship with the firm's line s of business, the Global CTC organization ide ntifies inform ation security risk issues and champions programs for the technological protection of JPM organ Chase's information resources including applications, infrastructure as well as confidential and private information related to the Firm's customers , clients and emplo yees.
CTC governs the creation and appr oval of all Technology Control and Cybersecur ity Policies, standards, and procedures. Each element has an "owner" who, with a cross-firm group of subject-matter experts, reviews and proposes new an d changed control objectives. Changes are reviewed and appr oved by senior man agement. All firm Cybersecu rity & Technology Control policies and standards must be reviewed and updated or recertified on a regular basis.
Cybersecur ity Operations is a combined Operati ons and Intelligence organization. The team is fully dedicated to ide ntifying and mi nim izing cyber-related threats and incident response, while remaining compliant with the firm's information secu rity requirements. The team provides a follow-the-sun coverage with seamless integration across the New York, London, and Sin gapor e locatio ns. This ope rating model allows us to ensur e scalabil ity and continuity of staff through appropr iate capaci ty planning initiatives.
2. How many staff are employ ed in this di vis ion?
This information is propri etary and confid ential and cannot be shar ed outside of the firm.
3. What is the lengt h of emp loyment of these personnel? This information is proprietary and confidential and canno t be shared outside of the firm.
4. How much depth is there in the event of staff vacancy? Our staffing philosophy is designed to make certain of adequa te coverage in the event of unexpected vacancies.
5. What screening has bee n done for these personn el?
All J.P. Morgan employees, as well as contingent workers and certain desig nated thir d party supplier personnel assigned to perform or engage in services on J.P. Morgan's behalf, have succes sfully passed the screening standards set by the firm under app licable law. These checks can include credit, criminal, adverse media, global sanctions, directorship, education and empl oyment history checks where legally permissible. The firm also conduc ts annual rescreening initiatives on specific roles due to risk exposur e or as requi red by the regulators.
Finally, as a term of emp loyment or assignment, each J.P . Morgan em ployee and contingent worker must annually certify adhe rence to the firm's Code of Conduc t which among other requirements conta ins an affirmative obligation for the individual to notify the firm of any criminal convictions or offences that have occurred.
Tab R - Security of On Line Data I 47 I
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD
6. What type of traini ng are they requir ed to attend? Firm training programs provide an array of courses and customized programs to meet the educational needs of staff. These programs help orient new staff to their job functions, develop core competencies and train sup ervisors and managers. The firm has a dedi cated technical tr aining function, and courses are conti nually updated to reflect market and/or indus try changes.
At the time of hiring , each em ployee is required to affirm an unde rstanding of the Code of Conduc t and to agree to comply with the Code of Conduc t. Periodically, all em ployees receive training and are asked to reaffirm their understanding and complianc e with the Code of Conduc t. In additio n, subject matter expert contact lists are provided to answer specific questions or concerns.
In addition to multiple course offerings, del ivery methods include an e-learning (Web-based and Webcast) capability. The following list identifies some of the course offerings:
• New hire training, commonly known as ind uction trai nin g • Introduction to GIB Product Series
• Legal, regulatory and risk training across multiple shareholder bases, fund types, markets and indus tries (e.g., risk awareness training)
• In certain locati ons, employees are required to be certified (e.g., validate busi ness/technical compete ncy) or complete certain courses to comply with regula tory requirements. In addition to curriculum, staff may attend management development, product management, systems, banking and financial courses.
Each em ployee's performance is reviewed at least ann ually through a performance appr aisal process. The process is designed to assess each employee's performance results and development activities in comparison to mutually agreed objectives and plans. Evaluations are docume nted and maintained.
7. Describe any outside consu lting /audit ing services that the bank contracts to test the integ rity of the bank 's systems .
Firm Audit uses a risk-based audit appr oach designed to ensur e an appropriate mix of audi t coverage focused on key risks and controls of each business. Auditing of the technology controls is performed either through Information Technology (IT) stand-alone audi ts of specific appl ications, IT processes, or infrastructure componen ts (e.g ., data centers , networks) or as part of the integrated audits that cover business processes in conjunc tion with one or more applic ation systems or techno logy-related componen ts utilized by the business. The firm has specialized teams within the Audit group allowing for coverage of different aspects of the IT environment.
External audi ts such as SOC/SSAE 16/ ISAE 3402 reviews are cond ucted where appr opriate.
JPMo rgan Chase's intelligence information includes data from internal data sources, government sour ces, indu stry peers, indu stry partnerships, open source intelligence, and threat intellige nce vendors. JP Morgan Chase Cybersecurity Intellige nce Group (GIG) collects, analyzes, enriches, and dissemi nates intelligenc e related to external threats to the firm, as well as threats to the firm's products, services, and corporate brands. Intelligence is used to under stand and manage business risk, inform strategic business decisions, turn unknown threats into known and mitiga ted threats, and impr ove the overall effectiveness of JPM organ Chase's cyber defenses.
Tab R - Secu rity of On Line Data I 48 I
Do cusign Envelope ID: A4FB2E76-1O5 8-4C3C-BC08-8A6A5O0788CD Ta b S - Ser vic e Enh anc emen ts
Based on the inf ormat ion provided in the RFP and your bank's kn owledge of the public sector, describe an y services or technological enhanc em ents, not previously ment ioned, that may be consider ed for further im proving the effectiveness of the City's monetary management oper ations.
Being one of the world's largest and most trusted full-service providers, J.P. Mor gan stands ready to help the City optim ize efficiency, resolve cash flow challenges, and streamline processes of your critical treasur y management functions.
The services below are proposed to augm ent and complement the requirements included in the RFP. Each of these services is incremental to the solutions presented in the body of our response. Pricing for these services will be provided upon request.
• Account Validat ion Service(AVS) allo ws you to originate payments with confidence, combatting fraudsters and reducing risk. Additionally, AVS enab les proactive validation of accounts and does not rely upon a single data provider, offers a waterfall approach, which allows querying across multiple data providers, expanding reach, queries J.P. Mor gan proprietary data-both credit and debit ACH transactions and offers a comple te solution set to meet your account val ida tion requirements and to satisfy compliance requirements with the Nacha WEB Debit rule.
J.P . Mo rgan recen tly has been designa ted by the Un ited States Treas ury Depar tment to provide accoun t valida tion servic es for feder al government agen cie s.
The first enterprise partner ship of its kind and a testamen t to J.P . Mor gan's comm itment to paym ent in teg rity and the red uction of im proper payment s. • Virtual card : We offer a single-use, elec tronic, credit card-based payment method to help the City more efficiently manage payments, reduce costs and transform traditional areas of expense into potential revenue generators. Gain the flexibility, float and rebate of a purchasing card coupled with powerful payment controls, anti -fraud and reconciliation features of virtual cards. Virtual cards equal to the appr oved payment amount.
There is just one account per payment to help make sure the merchant onl y has access to approved funds for a specific payment. Virtual card reconcil iation is based on matching four key elem ents of purchase payments to transactions: account numb er, valid ity dates, dollar value and merchant category code (MCC). When these items match, reconciliation occurs automatically, and you gain further efficiencies by integrating into your ERP system.
• Transmission of ACH files : Origina te larger-volume files by usin g secure file tran sfer protocol (SFTP) transmission for batch files. We offer a fi le deliv ery solution that allo ws the City to send and receive ACH files using SSL session encryption, browser-based file exchange (HTTPS) , SFTP with PGP (Pretty Good Privacy) or GNUP G (GN U Privacy Guard) file encryption or AS2 (Applicability Statement 2). Our delivery methods leverage the internet and readily available software packages to make trans ferring files simp le and secure without the added cost of proprietary software installation.
• Consider use of eloc kbox to streamline your receivables posting process by consolidating paper electronic bill payments received from multiple sour ces into a single electronic deposit.
Tab S - Service Enhan cements I 49 I Page 119 of 252
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b T - Busi ne ss Conti nui ty Plan
The City requ ires assurance of abili ty to provide financial services in the event of a major emergency and dur ing the disa ster recovery period.
Please see Appendix 9 for additional information about JPM organ Chase's Firmwide Business Resili ency Program.
1 . Describe in detail , the bank 's compliance with state and federal regulations pertaining to this area.
J.P. Morgan is a global firm which has based its corpora te resiliency policy on a variety of regula tory requir ements that exist across various countries. The firm has developed a number of internal firm-wide standards. These meet or exceed relevant professional standards (e.g ., ISO 22301 , 22313, 223 17 ) and indus try good practice, rather than seek certification against any specific standard. There are currently over 10 0 global business continu ity regulatory policies, gui delines, controls, etc. taken into account.
2. Describe testing of core service applicatio ns and system that assure information backup , anti- intrusion , and other privacy requirement s.
Critical resilien cy plans are tested annu ally or when there are sign ificant changes in the environment. The level of testing is determined by the recovery time objective of the business function as established by the business impact analysis. Any issues that arise during testing are addressed and resolved , and retested, where necessary, prior to the end of the test or within an appr opriate time frame.
Exercises can include:
■ Notification Testing (i.e., Call Trees): Notification testing must occur every six months to ensur e the accuracy and comple teness of call tree and /or automated notification information contained in resilie ncy plans and the global enterprise notification tool.
■ Walkthrough of Resilien cy Plans: An exercise that validates that the resilienc y plan incorporates all critical processes and resour ces and ide ntifies gaps or other weaknesses requiring remediation. A walkthrough familiar izes key recovery personnel with the plan and their role in its execution. ■ Simu lation Testing: A simula tion exercise is an interactive session where participants are presented with a hypothetical disruptio n, must react to one or more imp acts and make critical decisions. The test is structured , and success criteria are established around corporate defined testing elements. ■ Physical Testing: Phy sical tests are used to validate a resiliency plan's abil ity to recover business units and processes, within the established recovery time objective and without depende ncy on the primar y site, by following the resilienc y plan. Physic al testing of a business resilienc y plan would typically (dependent on recovery strategy) requir e recovery staff to work from an altern ate location or, for work transfer strategies, work to be performed by alternate staff from another location. The test is structured, and success criteria are established around corporate defined testing elements.
3. Describe operational diversification and geographic dispersa l of service centers .
All recovery sites are in a separ ate zone from the production location they supp ort. J.P. Morgan's corporate policies use the zone designa tion to measur e and depic t local diversification of infrastructure and access. A series of criteria (such as, utility sources, telecommun ication feeds, transportation, etc.) is used to determ ine whether two or more facilities have the potential to be impac ted by the same localized incident.
An analysis to determine zone designation is performed by our Global Real Estate, Global Security and Global Technology Infrastructure business uni ts with inp ut from Global Business Resilienc y.
Tab T - Business Continu ity Plan I 50 I
Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Ta b V - Ba nk in g Ser vic es Fee For m
Attach ed are bank statements for the deposit account , disbur sement account , payroll account , credit card account , and lockbox account for the month of June 2023. Also attached is a Banking Services Fee Form.
This form has iden tified the tabs from the proposal that would lik ely have fees asso ciated with the described services. The speci fic fee line items have not been li sted. Com plete this form , identifying the servi ces offered within the area of accoun t services , and ident ify the annu al fee for the sp ec ific service .
Use the June 2023 data as a basis for a typical monthly fee.
On the Banking Services Fee Form , an arbitrary numb er of rows have been left blank for each proposal account service , by tab ; use more , or less rows as req uir ed to identif y all fees and services. At the end of the form is a row to ca lcul ate the net monthly cost for services (or compensating balance earnings , net of manage ment spread) for the month of Jun e 2023.
In ad dition to su bmitting a hard copy of this form with the proposal responses , th is form mu st also be submit ted in Excel fonnat. It is to be return ed with the proposal package.
Acknowledged. A customized pricing pro forma and our comple ted Banking Services Fee Form reflecting our offered banking services as well as pricing for our merchant services offering in Schedule A are provided on the following pages including any one-time or set up charges, research fees and all other fees that may be charged.* We have also provided the Banking Services Fee Form in Excel format per the City's reques t. * A portion of this material related to the AFP Setvice Codes TM is copyrighted by the Association for Financial Professionals and has been reprinted with permission.
• Pricing pro forma
• Banking Services Fee Form
• Schedule A for merchant ser vices
Tab V - Banking Services Fee Form I 55 I
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Pricing quoted herein is valid for 180 days from the date of this presentation J.P.Morgan
Pro Forma Ana lysis
October 2023
Prepared for: City of South San Francisco
ECR Rate: 3.3000%
Service Ana!}'.sis*
Unit Charge For
Service Descrietion AFP Number of Units Price Service
ACCOUNT SERVICES
1005 -ACCOUNT MAINTENANCE 010000 5 $5.0000 $25.00
1010 - STATEMENT CYCLES 01 0307 5 $0.0000 $0.00
1304 - ARP PAID ITEM RETURN CREDIT 010101 2 $0.0000 $0.00 3499 - POST NO CHECKS MAINTENANCE 1500ZZ 3 $0.0000 $0.00 7640. CREDIT POSTED- ELECTRONIC 010101 397 $0.1 000 $39.70 7641 - DEBIT POSTED -E LECTRONIC 01010 0 130 $0.1000 $13.00 7856 - ADT CASH CNTRN MAINT MASTER 010020 1 $25.0000 $25.00 7857 • ADT CASH CNTRN MAINT SUB 010021 4 $1 0.0000 $40.00 8007 • VIRTUAL REFERENCE MAINTENANCE 010040 100 $1 .0000 $1 00.00 8008 - VIRTUAL REFERENCE TRANSLATION 359999 2 $0.0000 $0.00
AUTOMATED CLEARING HOUSE
2237 - TRANS REVIEW MAINTENANCE 250000 3 $6.0000 $18.00 2716 - CREDIT RECEIVED 250201 292 $0.1 000 $29.20
2717 - DEBIT RECEIVED 250200 40 $0.10 00 $4.00
2720 - RETURN ITEM 250302 $3.0000 $3.00
2722 - NOTIFICATION OF CHANGE 251 070 $4.0000 $4.00
2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1, 863 $0.0800 $149.04 2744 - DEBIT ORIGINATED -J PM ACCESS 250100 8 $0.0800 $0,64 2746 - JPM ACCESS ACH MAINTENANCE 250000 5 $20.0000 $1 00.00 2796 - ADDENDA RECORD ORIGINATED 250120 8 $0.0300 $0.24 2809 • NOTIF OF CHANGE • EMAIL 251 070 1 $1 .7500 $1.75 2810 • RETURN NOTIFICATION -E MAIL 250400 1 $1.5 000 $1.50
DEPOSITORY SERVICES
501 • CHECK DEPOSITED-ON US 100220 48 $0.1 500 $7.20
513 • CHECK DEPOSITED-TRANSIT 100224 336 $0.2000 $67.20 541 • REMOTE DEPOSIT CAPTURE ITEM 101310 174 $0.1 500 $26.10 548 - REMOTE DEPOSIT CAPTURE MAINT 1013 00 $25,0000 $25.00 749 - COD DEPOSITORY CREDIT 101310 19 $0.0000 $0.00
1400 - CREDITS POSTED 010101 72 $1 .0000 $72.00
1435 - RETURN ITEM 100400 1 $1.5 000 $1.50
DISBURSEMENT SERVICES
1321 • CHECK CASHING NON-ACCT HOLDER 150501 0 $0.0000 $0.00 2338 • STOP PAYMENT AUTOMATIC RENEWAL 150412 15 $2.0000 $30.00 2370 - CHECK/ DEBIT POSTED 010100 711 $0.0700 $49.77
3495 • IMAGE STORAGE PER ITEM 1513 51 711 $0.0200 $14.22 6618 - CHECK INQUIRY MAINTENANCE 150400 2 $7.5000 $1 5.00 6620 - RECON REPORT / STATEMENT MAINT 200306 2 $0.0000 $0.00 6625 - EXCEPTION NOTIFICATION · ACCT 150030 2 $5.0000 $1 0.00 6639 • STOP PAYMENT - ELECTRONIC 150410 11 $8.0000 $88.00 INT REC & PAY · REPORT
6179 - RECEIVABLES MAINT -O NLINE 050005 2 $1 00.0000 $200.00 6187 - LONG TERM STORAGE - CHECK 050620 281 $0.0300 $B.43 61B8 - LONG TERM STORAGE · DOCUMENT 050620 893 $0.0600 $53.58 6844 - RECEI VABLES PRESENTMENT MAINT 409999 $30.0000 $30.00
JPMORGAN ACCESS
6040 - MONTHLY SERVICE 401000 $50.0000 $50.00
6041 - ACCOUNTS REPORTED 40044Z 5 $1 5.0000 $75.00
6044 . TRANSACTIONS REPORTED • 90 DAY 40066Z 1, 307 $0.1000 $130.70 6053 - EXTENDED TRANSACTION DETAIL 40066Z 3,932 $0,0000 $0,00 8232 - REPORTING EMAIL DELIVERY 400442 60 $0.8333 $50.00
LIQUIDITY SERVICES
7849 - INVESTMENT SWEEP · MAINT 450020 $0,0000 $0.00
OTHER CHARGES AND CREDITS
8810 - RESEARCH ADJUSTMENT DEBIT 999999 2 $0,0000 $0.00
OTHER PRODUCT SERVICES
7950 • AVS ACCOUNT VERIFICATION 250101 2 $0.1 500 $0.30 7951 • AVS ACCOUNT AUTHENTICATION 250101 2 $0.1 500 $0.30
RECONCILIATION SERVICES
3205 - FULL RECONCILEMENT - PER ITEM 2001 10 711 $0,0500 $35.55 3207 • FULL RECONCILEMENT -M AINT 200010 2 $40.0000 $80.00 3228 • PAYEE NAME VERIFICATION 150122 711 $0,0200 $14.22
Docusign Envelope ID: A4FB2E76-1O58-4C3C-BC 08-8A6A5O0788CO 3262 - POSITIVE PAY MAINTENANCE
3263 - EXCEPTION ITEM
3272 - CHECK EXCEPTION RETURN
3291 • OUTPUT FILE
3386 - IMAGE CAPTURE PER ITEM
VAULT SERVICES
1310 -VAULT DEPOSIT
1459 -VAULT DEPOSIT PER $1 ,000
1471 -VAULT NOTES DEPOSITED
15 06 - VAULT DEP PARTIAL OR MIXED BAG
1525 - VAULT DEPOSIT STD COIN BAG
1617 -VAULT DEPOSIT ADJUSTMENT
WHOLESALE LOCKBOX
6101 - LOCKBOX -M AINT
6115 - NO CHECK ITEM
6116- CHECK CLEARING
6121 - WNLB CREDIT CARD AUTHORIZATION
6126 - CHECK MICR CAPTURE
6140 - DOCUMENT IMAGE CAPTURE
6245 - DEPOSIT PREPARATION
6744 - WHOLESALE ITEM - HC
WIRE -U .S.
5822 - ELECTRONIC BOOK DEBIT SIT
5824 - ELECTRONIC FED DEBIT SIT
5883 - FED TRANSFER FEE
5886 - BOOK CREDIT
5887 - FED CREDIT SIT
5888 - FED CREDIT REPAIR
6408 - ADVICE - NOT CHARGE
Total Char]p for Services
* Volumes and Balances on this Pro Forma are based upon June 2023's analysis statement provided in the RFP. Volumes and balances may fluctuate depending on certain months of activity, which will result in different charges than are specified above.
15 0030
15 0300
150320
200301
151351
1001 00
100112
1001 18
1001 11
10 0113
100501
050001
0501 1M
100212
05013A
050121
0501 1R
050301
0501 00
350120
350100
350531
350320
350300
350330
359999
2 $0.0000 $0.00
11 $1 .0000 $11. 00
1 $1 0.0000 $1 D.00
2 $7.0000 $14 .00
711 $0.0250 $1 7.78
56 $1 .5000 $84.00
29 $3.7969 $110 .1 1
2,403 $0.0000 $0.00
1 $7.5000 $7.50
35 $2.0000 $70.00
1 $5.0000 $5.00
1 $1 50.0000 $1 50.00
182 $0.5000 $91.00
107 $0.1000 $10.70
22 $2.0000 $44.00
107 $0.0250 $2.68
893 $0.1 000 $89.30
21 $2.0000 $42.00
107 $0.5000 $53.50
$4.0000 $4.00
8 $4.0000 $32.00
5 $0.0000 $0.00
4 $3.0000 $12.00
2 $4.0000 $8,00
0 $5.0000 $0.00
9 $0.0000 $0,00
$2.551.71
Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD City of South San Francisco • Banking Services Fee Fonn Use attached June 2023 data from the Deposit, Disbursement, Payroll, Credit Cards, and Lockbox accounts for the fee calculation.
Account Service Monthly Fee
Deposit Compensation - Tab E
Account Services:
ACCOUNT MAINTENANCE $25.00
STATEMENT CYCLES $0.00
ARP PAID ITEM RETURN CREDIT $0.00
POST NO CHECKS MAINTENANCE $0.00
CREDIT POSTED-ELECTRONIC $39.70
DEBIT POSTED -ELECTRONIC $13.00
ADT CASH CNTRN MA/NT MASTER $25.00
ADT CASH CNTRN MA/NT SUB $40.00
VIRTUAL REFERENCE MAINTENANCE $100.00
VIRTUAL REFERENCE TRANSLATION $0.00
RESEARCH ADJUSTMENT DEBIT $0.00
ACH, Wire and Other Transfers - Tab F
TRANS REVIEW MAINTENANCE $18.00
CREDIT RECEIVED $29.20
DEBIT RECEIVED $4.00
RETURN ITEM $3.00
NOTIFICATION OF CHANGE $4.00
CREDIT ORIGINATED - JPM ACCESS $149.04
DEBIT ORIGINATED - JPM ACCESS $0.64
JPM ACCESS ACH MAINTENANCE (Online service) $100.00
ADDENDA RECORD OR/GINA TED $0.24
NOTIF OF CHANGE - EMAIL $1.75
RETURN NOT/FICA TION -EMAIL $1.50
ELECTRONIC BOOK DEBIT S/T $4.00
ELECTRONIC FED DEBIT SIT $32.00
FED TRANSFER FEE $0.00
BOOK CREDIT $12.00
FED CREDIT SIT $8.00
FED CREDIT REPAIR $0.00
ADVICE - NOT CHARGE $0.00
Deposit Transmittal Process - Tab G
VAULT DEPOSIT $84.00
VAULT DEPOSIT PER $1,000 $110. 11
VAULT NOTES DEPOSITED $0.00
VAULT DEP PARTIAL OR MIXED BAG $7.50
VAULT DEPOSIT STD COIN BAG $70.00
VAULT DEPOSIT ADJUSTMENT $5.00
CHECK DEPOSITED-ON US $7.20
CHECK DEPOSITED-TRANSIT $67.20
REMOTE DEPOSIT CAPTURE ITEM $26.10
REMOTE DEPOSIT CAPTURE MA/NT $25.00
CQD DEPOSITORY CREDIT $0.00
CREDITS POSTED $72.00
RETURN ITEM $1.50
Account Reconcilement • Tab H
CHECK CASHING NON-ACCT HOLDER $0.00
STOP PAYMENT AU TOMA TIC RENEWAL 30.00
CHECK I DEBIT POSTED 49.77
IMAGE STORAGE PER ITEM 14.22
CHECK INQUIRY MAINTENANCE 15.00
RECON REPORT I STATEMENT MA/NT $0.00
EXCEPTION NOTIFICATION -A CCT 10.00
STOP PAYMENT - ELECTRONIC 88.00
FULL RECONCILEMENT -PER ITEM 35.55
FULL RECONCILEMENT -MA/NT 80.00
PAYEE NAME VERIF ICATION 14.22
POSITIVE PAY MAINTENANCE $0.00
EXCEPTION ITEM 11.00
CHECK EXCEPTION RETURN 10.00
OUTPUT FILE 14.00
IMAGE CAPTURE PER ITEM 17.78
Direct Deposit Relationship - Tab I
ELECTRONIC FED DEBIT SIT (fee listed above under Tab F)