Concord City Council
October 14, 2025

Docusign Envelope ID: A4FB2E76-10 5B-4C3C-BC08-8A6A5O0788CD Direct Deposit of Payroll and Payroll Tax Processing. Tab J and K JPM ACCESS ACH MAINTENANCE (fee usfed above under Tab F} CREDIT ORIGINATED (fee Ksled above under Tab F)
Overnight Sweep • Tab L
INVESTMENT SWEEP - MA/NT $0.00
Balance and Detail Reporl.ing • Tab M
MONTHLY SERVICE $50,00
ACCOUNTS REPORTED $75, 00
TRANSACTIONS REPORTED - 90 DAY $130. 70
EXTENDED TRANSACT/ON DETAIL $0.00
REPORTING EMAIL DELIVERY 50.00
RECEIVABLES MA/NT - ONLINE $200.00
LONG TERM STORAGE - CHECK $8.43
LONG TERM STORAGE - DOCUMENT $53.58
RECEIVABLES PRESENTMENT MA/NT $30.00
Merchant Services and Bankcard Processing• Tab N
Please see Merchant ServiCB Processing Proposal provided as Tab N Bectronlc Direct Payment Services - Tab 0
JPM ACCESS ACH MAINTENANCE (fee usfed above under Tab F) CREDIT ORIG/NA TED (fee Wed above under Tab F)
Lockbox Services• Tab P
LOCKBOX. MAINT $150.00
NO CHECK ITEM $91.00
CHECK CLEARING $10. 70
WNLB CREDIT CARD AUTHORIZATION $44,00
CHECK MICR CAPTURE $268
DOCUMENT IMAGE CAPTURE $89.30
DEPOSIT PREPARA T/ON $42.00
WHOLESALE ITEM - HG $53.50
Conversion Plan • Tab Q
NIA
Service Enhancements- Tab S
AVS ACCOUNT VERIFICATION $0.30
AVS ACCOUNT AUTHENTICATION $0.30
City of South San Francisco . Banking Services Fee Form Use attached June 2023 data from the Deposit, Oisbursemenl, PayroO, Credit Cards, and Lockbox accounts for the ree calculation.

Account Service Monthly Fee
Total Fees (monthly): $2,556.71
Balance earnings (monthly): $23,068.48
Total MONTHLY charges for bank services (dirrerence of two items above): $0,00 Please also see our attached "Proforma Analysis" for a full estimate of costs for services rendered according to lune 2023 doto.

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Ta b X - Submi t with prop osal res pons es :
1) Sample Account Analysis Statement and User's Gui de
Please see Appendix 10 for a sample account analysis statement and account analysis user gui de. 2) Sample Account Reconcilement Reports
Please see Appendix 11 for sample reconciliation reports. 3) Accoun t Statements and Positive Pay Report
Please see Appendix 12 for a sample DOA statement.

Please see Appendix 13 for sample positive pay reports.

Tab X - Submit with proposal responses: I 65 I

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD J.P.M organ
Ap pend ix 10
Samp le Accou nt
An al ysis State ment s and
Us er Gu ide

Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Account analysis statements in PDF format show each section of billing information in a separ ate table. Total charges are disp layed at the end of each table for clarity.

Balance and Com pensation Analysis section
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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Relatio nship Balance Compensation History section
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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD

TR EAS UR Y SER VICE S
This gu ide is in tended to provide informati on to help you under stand each section of your Account Analysis statement (s).

All balance terms, column head in gs and summary lin e items are defi ned in detail with clear cross references.
/
J.P.M organ

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Table of cont ents

1. In troduction ..................................... .... .... ....... ..... ........ ........ .................... ...... ....... 2

2. Statemen t In formati on and Bala nce Analysis ..... .............. ............. ........... ......... 3

3. Service Anal ysis ................ .... ....... ................................. ....................................... 5

4. Adjustment Pages - Fin ancial Im pacts ...................... .. ....................................... 7

5. Adju stment Pages - Bala nces , Volume s and Pricing ........................................ 8

6. Account Anal ysis Defini tions and Form ulas ................ ... ... ..................... ........... 9 © 2022 JPM organ Chase & Co. All Rights Reserved. JPM organ Chase Bank, N.A. Member FDIC. Depo sits held in non-U.S. branches are not FDIC insured. All services are subject to applicable laws and regulations and service terms. Not all products and services are available in all geographic areas. Eligibility for particular products and services is subject to final determination by J.P. Mo rgan and/or its affiliates/subsidiaries.

JP.Morgan

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1. In trod uction
Each month, you will receive a detailed Account Analysis statement for your account. If you have mu ltiple accounts, you will receive a summ ary Account Ana lysis statement for your entir e billin g relations hip in addition to a detailed Account Analysis statement for each individual account. 2 J.P.Morgan

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2. Statement In formation and Balance Ana lysis
J.l�Morgan
JPMorga11 Cr,ase Bank N A

ABCGOMFANY
1234 MAIN SiREE­

CITY STATE ZP
O Cro1.,p Acco1,n: 001 DmXl12:?456789
E) Page 3of 10
Q SEP 1 through SEP 30, 2012
o Gontac[ JOHN swn­
prone 555-565-5555
Account Analysis Statement Q Group Ac::cunl 001 OCXXXJ01234567e9 GROOP P.CGOUN":" Balance Analysis
Average
This Period Yur lo Dale
0 Average Ledger Balaoce 128 753 61 1 3332 63
0 Less Average Float �35> 85 -428
0 Average Gol!ecteclBalar.:e 128 216 75 1 33283,!
0 Avg l'-e!la:1•:e cm:e:::"oBaJaroe 000 0
G Avg Posill\'8 COiiected Bal= 128 216 75 1 332.83::

G Less Reserve Requirement 000 0
CE) Average mvestable Bal� 128 216 69 1 332 835
G) Less Balance Reou1red -13.324 473 52 ·13 SGS 347
CD Excess(.Oe:c,11 lnve:itBal -13 1962 55 83 0
G Net Gollected Balaroe Pos1ton ·13 1SS 256 83 0
Service Charge Calculation
0 E amlr!)S C:aoi� A �, . ..-ance 31 45 342
G Tola! Charge For Servi:es -3 276 51 -3.3:l::

Net Charge For Servi::es ·3 245 06 .3 053
CD Service Charge Amount 3.245.06
ServiCe Cl\arges IMIIBe DebitedFrom N::count 001 OOXQ)12345678!; Statement Information

1. Account Num ber/Group
Account Num ber: The
demand deposit account
(DDA) numb er for this
statement. For groups, the
account number desig nated
to represent a group of
accounts in a relationship.

2. Page Numb ers: Each page
of the analysis is num bered
consecutively and also
reflects the total numb er of
pages in the entire
statement.

3. Statement Period: The
beginning and ending date
of the statement.
3 4. Contact: Your J.P . Morgan
relationship manager or the
department managing your
relationship.

5. Account Numb er: The
numb er of the individual
DDA or group account
number detailed in the
Bala nce Analysis section.

J.P.Morgan

Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD Balance Analysis 11. Less Reserve 16 . Earnings Credit
Provides a summ arized view of Requirement: The portion Allowance: The value of of the DOA balance that the investable balanc es the balances, service charges, must be set aside by the mai ntained dur ing the and earnings allo wance applied bank to meet reserve statement month, which can to your account. requirements. be used to offset balance 6. Average Ledger Balance: Note: Not cu rrently in use compensable service The sum of the daily ending by the Bank. charges. ledger balanc es (positive and negative) divided by the 12 . Average lnvestable [Average lnvestable Balance x numb er of days in the Balance: The balanc e on Earnings Allowance Rate x statement month. which the earnings credit (Days in Mo./Days in Yr.)}

7. Less Average Float: The rate is applied. 17 Total Charge for Services:
difference between the 13 . Less Balance Requir ed: The sum of the charges for Average Ledger Balance The balance requir ed to services rendered. This and the Average Coll ected offset the current statement amount is detailed in the Balance. month's bala nce Service Analysis section.

8. Average Collec ted compensable service Net Charge for Balance: The sum of the charges. Services: Amount due
daily ending positive and 14 . Excess (Deficit) for services after negative collected balances lnvestable Balance: The deducting the total for the statement month, excess or deficit in balanc es charge for services from divided by the number of remaining after the the earnings credit days in the month. balances requir ed to offset allowance where the [Average Ledger Balance the current statement result is negative.

Average Float] month's balance Net Service Credit:

9. Average Negative compensable service Amoun t of excess credit Collected Balance: The charges have been remaining after the total sum of the daily ending deducted. charge for services has negative collected balances, been deducted from the
divided by the number of
[Average lnvestable Balance - earnings credit
days in the statement
Balance Required] allowance where the
month. 15 . Net Collected Balance result is positive.

Position: The net collected 18 . Service Charge Amount: 10 . Average Positive Collec ted Balance: The bala nce position is the sum The net charge (total sum of the daily ending of the Excess (Deficit) service charge after offset lnvestable Balance and the of earnings allowance) positive collected balances, reserve adjustment (where which will be debited from divided by the number of applicable). For deficit the DOA you have days in the statement balances, this is the specified. month. additional positive collected balance that would have
been required to offset all
service charges for the
w statement month.
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., Page 134 of 252
Oocusign Envelope ID: A4FB2E76-1 05B-4C3C-BC 08-8A6A500788CD

3. Service Ana lysis
J.l�Morgan
.?Morgar.Chase Bar.k NA
ABCC 0MPANV
SelVice
�ountServic«s
Seavice Charge 1
Banking Center Serv!cu
Service Charge 1
Service Charge 2
Service Cllarge 3
:serviee Charge 4
Service Charge 5
service C/large 6
lnlenlatie Deposit Network
service cr .arge 1
Service Charge 2
Ot!posllory S ervion
service Charge 1
Service Charge 2
Disbursement Services
Service Charge 1
AutomaledCluring House
Sel','ICE' Charge 1
.JIMorgan ACCESS
Ser.•ice Charge t
Service Charge 2
Service cnarge :Y
fl) Tolal Charge For Servtces
G�up Acc:o .. nt 001 ODX01 23455i89
Page�o • 10
SEP 1 thro,ugh SEP 30, 2012
G
Service Analysis
e e
NumberOf 6) Charge For Balanc.

Units Unit Price Services RequiNd

1.: 3(XO) 42 00 170 80000
g;g 05 500 537 90 2 187 .:95 S5
4i1 463 000 14 66006 2 664 2033 1
919939 0 CXX)9 8<7 9.$ 3366 .955 95
296 0 :nx:, 8880 361 .12000
41 2500) 102 50 416 833 30
1 1 95 00500 59 75 2.:2 983 29
11 5 00'.Xl 11 5 00 .:.67 66666
29 10 00'.Xl 15000 1 179 333 14
01 200 01 2 48800
37 0 1500 555 22 570 00
18 0 1800 32 4 13 1 76 00
12 (XO) 12 00 48 80000
12 2000 24000 48 80000
1 950 0 1000 195 00 792.9i? 99
96 6600 96 66 393 083S-,�
3,276.51 13,324,473.52
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0 fD Summary Of Accounts Included In Analysis
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Service Analysis
Details the services used in the
statement month by product
category.
19 . Service: The name of the
services used. Services are
grouped by product
category.

20. Number of Uni ts: Number
of transacti ons.
21 .

22. 23.
001 �7891 001 OOD.)345678912
Unit Price ($): The price 24, Total Charge for Services per unit of service. ($): The total of all service
Charge for Service ($): charges for the statement
month.

The charge for each
25, Summar y of Accounts: A service.

Balance Required ($): The list of account numb ers that are included in the analysis balance required to offset statement. the statement month's balanc e compensable
service charges.
5 J.P.Morgan

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4. Adjus tment Page s - Fi nancial Im pacts
J.1�'.\torgan
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MJCCOMPN-4Y SEP 1 lhrouglt SEP 30, 2012
Adfustment Pages
e Fln11ncl11l Recap
fD Billing Account 001 000001234567119
e G> Nd Charge / Credit
AU02012
TOTAL
Settlement
12!1!
08-31·2012
PrevloU$ Nel
Charu for Servlcn
34 15�
A.qusl@d Net
Charge for Serylcn
339546
tor S.rviccs
Adiustment Amount
·2000
e Hi$toric11I .l\dJustment Summary
Group �unt: 001 00000123456789
AUG 1 lhr:>uqh AUG 31 2012
R•te Previously e.iance lnlormaUon
DtacoRlion
A,-eraqe LeclQerBaJarx:e
Le-..s A,-eraqeFbd:

AveraqeCol!ected BaJance
AVQ NeQa!i,-e CollectedSa!drce
Avq Pos�1\'e ColiecledSaJanc:e
Less Rese,ve Requuemer,t
Averaqe 1n,'8S:able8aJaroe
Less Balance Required
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Ml eo::ec:1ec1sa1ance P:lsi!i;Jn
Eam:nqs C�dll AH0\�8
Total C!la.'Qe ForServiees
Net C!lal"Ql!For Se!\'iee3
Sel\'IC8 Ctwqe Amo-Jn!
AP,lJSTEQ ACCQlM'S INCI.I..OEO
cm DOA anx>1234.S&789
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120 780 91
000
12:>780 91
000 000
300
�20 780 114
-13 561 912.87
.13 441 132 113
·13.�1 132 03
3060
-34'!606
-3 415 06
34 15 46
Adjustment Pages - Financial Imp acts
Summar izes the overall financial 30. Previous/Adjusted Net impact of adjustments by Charge for Service: The
statement month. service charge previously

26. Financial Recap: The reported on the statement
and the adjusted charge. impact of adjustments to the
net service charge for each 31 . Net Charge/Credit for
impacted billing period. Service Adjustment

27. Billing Account: The DOA Amoun t: The difference
account number that is between the Previous and
assessed with the net Adjusted Net Charge for
service charge amount. Services.

28. Cycle Date: The month and 32. Historical Adjustment Summa ry: The impact of year of the adjus ted adjustments during this historical period. cycle to balances, service

29. Settlement Date: The date charges and earnings
service charges were du e. allo wances.
7 Flatt Adjusted BalanN Information
!l.1l!:2m.sl Adjusted Reported

33. 34.

35. 121, D189 4
-28300
t2078091
000
120 ;0091
cm ooo
120 78:)84
-13 .183 :200 20
·13 483 203 315
·13 463 203 36
3:)60 -------
-3 �26 06
·33954 6
33954 6
Rate Previously /Adjusted
Reported: The rate
previously reported on the
statement and the adjusted
rate.

Balance lnfonnation
Previous ly/Adjusted
Reported: The balance
values previously reported
on the statement and the
adjusted bala nce values.

Adjusted Accounts
Included: The DOA to
which adjustments have
been app lied.

J.E Morgan

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5. Adjustment Page s - Bala nces, Volume s and Pri cing GroLp AcCOLl"l! 001 OIXXlXJ1�789
Pllge 10 01 10
ABC COMPANY SEP 1 lhrough SEP 30. 2012
Adjustment Pages
Balance Adjustmenl Detail
e AUG 01 tnrouQ" AL.G 31 201 2
e e Pait Po•1td Sll!rt Date
G) 001 ODA 00000123.t56789
9-08-2012 08-01-2012
Total AUG 2012
(?l)
�
08--31-2012
Volume"'rlclng Adjuslment Detail
Group Account: 001 00000123456789
AVG 1 throuqh AVG 31 20 12
Colleclld Balance
Adj11stmcnt
Am.2.II.D1
·1000
Impac t to
Average
�
-10 00
Product Family/Origin Cock
andS•rvJcr UnltPrio, Numbtr 01 Units
001 ODA 00000123456789
Account ServioK
Se:\'ice Cllan;e 1 20.0000

0.0000
1 0
e lmpaol ll>
Earnings
AUowanc,
lmpa!>lo Net
Charge/Credit
10rS,rvi9u
-0 00 ___ ....:-0....:00�
20 00
000
-2000
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Onqira� 0
A�us!eO Cl)
G lnitoa::l tof\et Cllarqes-Cieat �rSarv,i:es iG -20 00 _..;:....:..;;. ____ _ TOTAL AUG20 12 -20 00
Adjustment Pages - Balances, Volu mes and Pricing
Details the back-valued 40. End Date: The last date 44. Im pact to Net transactions, volume and pricing during the month reported Char ge/Credit for adjustments made to each that the bala nce adjustment Services: The amount that account and the resulting imp_act is effective. is added or subtracted from to net charges for services. 41. Colle cted Balance the Net Charge/Credit for Services as a result of this 36. Adjusted Cycle Date: The Adjustment Amount: The balance adjustment. statement month and year dollar amount of the of the adjusted historical balance adjustment. 45. Original: The unit price, period. numb er of uni ts and charge 42. Impact to Average

37. Account Number: The Balance: The balance for services last assessed.

DDA to which a balance adjustment amount 46. Adjusted: The adjusted unit adjustment has been mu ltiplied by the number of price, numb er of units and applied. effective days and divided charge for services. by the total numb er of days 38. Date Posted : The date the 47. Im pact to Net balance adjustment was in the statement month. Charge/Credit for processed. 43. Im pact to Earnings Services: The amount that Allowance: The amount is added or subtracted from 39. Start Date: The first date during the month reported that is added or subtracted the Net Char ge/Credit for from the Earnings Credit Services as a result of this that the balance adjustment Allowance as a result of this volume /pricing change. is effective. balance adjustment. 8 J.P. Morgan

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Acco unt Ana lys is Defi ni tions and For mu las
This listing of terms and
definitions is provided so that
you can easily review how the
Account Analysis figures were
calculated.

Average Collected Balance:

The Average Ledger Balan ce
minus the Average Float
balance.
[Average Ledger Balance -A verage
Float]
Average Float: The difference
between the Average Ledger
Balance and the Average
Col lected Balance.
[Average Ledger Balance -A verage
Collected Balance}
Average lnvestable Balance:

The balance on which the
Earnings Credit Rate is applied.

Average Ledger Balance: The
sum of the daily ending ledger
bala nces (positive and negative)
divided by the number of days in
the statement month.

Average Negative Collected
Balance: The sum of the daily
ending negative collected
balances divided by the numb er
of days in the statement month.
[Average Collected Balance -
Average Positive Collected Balance]
Average Positive Collec ted
Balance: The sum of the daily
positive collected balanc es for
the month divided by the number
of days in the statement month.
[Average Collected Balance +
Average Negative Collected
Balance]
Average Year to Date: The
balance analysis line
calculations averaged for the
calendar year. When an account
is opened during the year, this
column represents the average
since the account was opened.

Bala nce-Based Service
Charges: Service charges that
can be offset by the earnings
credit allowance.

Balance Required: Balance
required to offset the statement
month's balance-based service
charges.
[Total Charge for Services I Earnings
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Balanc es Brought Forward:

For accounts on a settlement
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amount of the excess balances
carried over from prior month(s)
to be accumul ated within the
current month.

Charges Brought Forward: For
accounts on a settlement cycle
other than monthly, the amount
of service charges carried over
from prior month(s) to be
accumulated within the analysis
cycle.

Charges Taken Forward: For
accounts on a settlement cycle
other than monthly, the amount
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Earnings Credit Allowance:

The value of investable balanc es
mai ntained during the statement
month which can be used to
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service charges.
[Average /nvestable Balance x
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Days in Yr.)]
Earnings Credit Rate: The rclte
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Excess (Deficit) Earnings
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Excess (Deficit) lnvestable
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9 Fee-Based Service Charges:

Service charges that cannot be
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The balanc e adjustment amount
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Im pact to Earnings Allowance :

The amount that is added or
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Net Charge for Services: The
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Net Service Credit: Amount of
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Service Charge Amount:

Service charge that will be
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Settlement Date: When the
analysis billing period is greater
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Total Charge for Services:

Sum of the charges for services
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Total Net Services: The net
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Unit Price: Price per unit of
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The Unpaid Only Report lists all outstanding checks and exception items, including stops and cancels, as of the end of the reconciliation period The total of outstanding items is printed at the end of the report J . .P.Morgan
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This report is a text file cont aining paid , issues, stops placed , stops removed, canceled items and outst anding checks J.P.Morgan
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C 00000000000936466170 000000000000000000 0000000000 3858 0258 20120 301 00000000 C 00000000000936466170 000000000000000000 000000000009 46 5226 20120302 00000000 C 00000000000936466170 000000000000000000 0000000000 1744 1235 20120305 00000000 C 00000000000936466170 000000000000000000 000000000000080786 20120306 00000000 C 00000000000936466170 000000000000000000 0000000000064 50477 20120306 00000000 C 00000000000936466170 0000 00000000000000 00000000 0002 54 5022 20120307 00000000 D 00000000000936466170 000000000 000000000 000000 000000016211 00000000 2012030 1 D 00000000000936466170 000000000000000000 000000000002 967904 00000000 20120301 D 00000000000936466170 000000000000000000 000000000 004 622689 00000000 20120301 D 00000000000936466170 000000000000000000 000000000004662061 00000000 20120301 D 00000000000936466170 000000000000000000 000000000 005 5727 41 00000000 201203 01 5 00000000000936466170 000000000000 0318 45 00000000000 003 0332 2011110 4 20111108 5 00000000000936466170 000000000000032741 000000000000056993 20111118 20111121 5 00000000000936466170 000000000000033049 000000000000018768 20111202 20111209 0 00000000000936466170 00000000000003 35 11 000000000000010000 20111209 00000000 0 00000000 000936466170 00000000000 0033 559 000000000 000014 914 20111216 00000000 O 00000000000936466170 000000000000 0033 6 5 000000000000007647 20111 223 00000000 O 00000000000936466170 000000000000033690 000000 00000004 055 0 20111230 00000000 O 00000000000936466170 000000000000 033720 00000000000 000 5236 20120106 00000000 0 00000000000936466170 00000000000 003372 1 000000000000 001048 20120106 00000000 0 00000000000936466170 000000000 00003 3722 00000000000001 525 1 20120106 00000000 R 00000000000936466170 000000000000 034 336 000000000000003927 20120210 2012030 9 R 00000000000936466170 0000000000000 34372 000000000000037402 20120217 20120302 R 00000000000936466170 00000000000 0034379 0000000 0000002 0855 20120217 20120309 R 00000000000936466170 000000000000034 415 000000000000025274 20120224 20120313 R 00000000000936466170 00000000000003 4423 00000000000000 5236 2012022 4 20120312 V 00000000000936466170 000000000000 3630 16 000000000000021698 20120330 20120328 R _ Reconci le d
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Our statement transmission solution provides you with an automated transmission of your global, monthly bank account statements, via a secure host-to-host connection in the format of your choice.

Receive electronic statements directly into a statement archive, eliminating saving documents and paper copies manually. Choose from several format options: Excel, PDF and CSV.

Docusign Envelope ID: A4FB2E76- 1D5B-4C3C-BC08-8A6A5D0788CD J.P.Morgan
Append ix 13
J.P . Mo rgan Access
Posit ive Pay Referenc e
Gu ide

Docusign Envelope ID: A4FB2E76-1D5B-4C3C -BC08-8A6A5D0788CD J. P. Mor ga n Access 0 Che cks - Positiv e Pay
Referenc e Guide
This gui de is confidential and prop rietary to J.P. Morgan and is provided for your general information only. It is subject to change without notice and is not intended to be legally binding. All services described in this guide are subject to applicable laws and regulations and service terms. Not all produc ts and services are available in all locations. Eligibili ty for particular products and services will be determined by JPM organ Chase Bank, N.A., or its affiliates. J.P. Morgan makes no representation as to the legal, regulatory or tax implications of the matters referred to in this guide.

J.P . Morgan is a marketing name for the Treasury Services busi nesses of JPM organ Chase Bank, N.A. , member FDIC, and its affilia tes worldwide.
@ 2018 JP Morgan Chase & Co. All rights reserved.

Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
Table of Co nten ts
POSI TIVE PAY ........ ............. ......... ......... ........ ... ............... ...... ................................................... ................ ... 3 How Positive Pay Works .......... ....... ......... .................... ....... .... ..... .......... ............. ...... ................................ 4 POSITIVE PAY ACTIVATION ............. .......... ............ ... ....... ................ ........ ............. ........................... ......... 5 Exception Revie w Summar y ......... ...................... .... ............... .. ............... ..................... ............. .............. 7 Positi ve Pay Exception Item Decision Entry .......... .................... ................... ............ .............................. 8 Auto-Retur n ......................... ....... ................ ..... .............. ...... .......... ................. ........ ........... .................. ... 9 Exception Types .......... ................. .................... ............................. .......... ............................... ................ 9 Past Decision Deadline Access ........... .. ........... ..... ......... .......................... ..................... ....................... 1 O Positive Pay Exception Status ....... ............. ............................... .................. ......................................... 11 Print Ima ges ................... ................. ................... ......... ......... ..... ..... ..... .................. ................................ 12 DUAL CONTROL ................. ...... ...................... ..... .............. .. ............. .............. .. .... ..................... ..... .......... 14 How to Appr ove Transactions .... ........ ................. .......... ............ ........ ......... .......... ..................... ........... 14 Positive Pay Decisions ........ ............. ............ ................... ............ ................. ...... ............. .......... ........... 14 Positive Pay Email Management .......... ....... ............ ........ ..................... .............. ....... ........................... 15 Daily Email Notification ........ ......... ................................... ...... ........ ................... .................................... 17 ACTIVITY REPORTS ............... .... ......... ............. ....................... ............. ............ .................... .................... 18 Positive Pay Reports ................. ........ ....................... ................... ............ ............ ........ ................ ......... 18 Access Checks I Positive Pay User Guide 2

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Mo rgan Access
Positiv e Pay
Your best defense against check fraud is by providing J.P. Morgan with your pay or return decisions for Positive Pay exception ("sus picious" ) items. Through the Positive Pay functionali ty within J.P . Morgan Access® Checks, you can review dig ital images of such items online and designa te which to pay or return.

We thorou ghl y review each beforehand so that you will only receive those items we deem suspect. This is based on whether the check matches the check information you provided in your check issu ance file.

Exception del ivery is guaranteed to be secure, autom ated and trackable by you.

Featu res
•
•
•
•
•
•
•
•
Availa bili ty on line of Positive Pay Exception Images (front and back) .

Email alerts concern ing exceptions and their corresponding accounts .

Exception Review Sum mary page detailing whether account(s) to which you are entitled have exceptions.

Exception Status Su mmary and Details pages showing real-time status information of each exception reported.

Image and Exception Detail downloads .

Ability to make a partial subm ission of pay or return items, and take additional time to research the more difficult items.
"Pr int All" functionality , creating a PDF report for all exception items for selected accounts .

Self Admin ister Email Notifications .

Access Checks I Positive Pay User Guide 3

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
How Posi tive Pay Works
When your organization issues checks, you provide J.P. Morgan with a data file that contains check amou nts and serial numb ers. When a check is presented for payment, we match the information from the check against your check issue data. If there are dis crepancies, we report them to you via the Positive Pay tab of Access Checks . Upon receipt of your instructi ons, we will either pay or return the check.

Positive Pay accounts automatically receive teller line protection. Branch tellers compar e presented checks to those on your issue ,.file, providin g an immedi ate deterrent to check fraud at encash ment. If you have en rolled in email notifica tion, you will receive an email notification containi ng a link to Access Checks. Once logged on to the site, click the Checks tab and click PosPay -- or place your cursor over the PosPay tab.

Access Checks I Positive Pay User Guide 4

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Mor gan Acces s
Positiv e Pay Activati on
As part of the Positive Pay setup process, you will activate your account to standard Positive Pay within Checks. To allow your account to have the Positive Pay Fraud Protection as soon as possiple, accounts are set up as "pending" Positive Pay, which means you will review all exceptions until you activate the account to standard Positive Pay. All default decisions will be pay for Pending Positive Pay accounts.

When the account is activated, the default decision will change to return , if that is what you selected when the accoun t was enrolled.

Activation of Standard Positive Pay : The activation function will appear imme diately within Exception Review un der the Positive Pay tab when the account is set up on Access Che cks. The message "awaiting issues" will dis play until you submi t your first issue records. On the business day following your issue subm ission, the message will change to Activate, which is a link that opens the activation box. The activation option will appear as an addi tional column on the right-hand side of the Exception Review page. You should try to submi t all of your outstanding check issue records prior to activation of standard Positive Pay.

Note: Regardless of your Positive Pay accoun t's status, be sure to view all your exception checks daily to make pay and return decisions.

To select an account for activation, check the box in the activation column for the account(s) you want to activate and then click Begin Activation either at the top or bottom of the column.

Action Reqmred:You ha'r-e not completed :rour Posilr.re Fa�' s�tup ror one or more accounts_ Chev. this question mart: ror rnore intormatlor, ■ Exc..ptions Not Avnitabk,,
Tol81ExC"1)tiOIIS
0 Groop Accoun1
10 No. Cut- Off Time
CSCUENT 7bbb23456 23:1S
9bbDWSOEGb 4bllb89123 23·1�
9bbPWS£2EOt! 1bl>b56789 10:00
9bbPWSE2E06 6bbb12345 22:00
9:bbPW�t:cE.(!t, 21lhb67891 • 10:00
qt,bPWSE2EOb 8bbb34567 22.00
9bbPWSE:1EOb 31>nb78912 23.15
9bbPWSE2E0& 51Jbb91234 23:15
9bbPWSE2EO... 9bbb45678 '1 0:00
Total
Exceptions
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The Positive Pay Activation page will open. Review the number of Paid-No-Issue (PNI) exceptio ns.

Note: If this is a new account and you have provided a complete issue file ahead of the check clear ing , you will not see activity and you can activate your account imme diately. If you have exceptions, review the help information on the page and decide whether to continue your activation.

To continue, click the Yes radio buttons for your selected accou nts and then Su bmit. Accounts with the No radio button selected will not be activated but can be activated later.

Access Checks I Positive Pay User Guide 5

Docusign Envelope ID: A4FB2E7 6-1D5B-4C3C-BC08 -8A6A5D0788CD ------------------------- �-�-�------
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Note: The 'f 'es' button confirms your dec1s1on to complete ','Our Posit,·. e Pay seu.1i:- 'r'!lo' d€f11rs your decision to 3ctlvate to a later ttme • Paid-No-Issue {PNl) Review - Before ac trvat,ng you need to r«·.:1ew your Pa1d-No-I ssu"! �xctpti:>ns displayed to the right of �ach account. If you have PNr excepl.lons that are outstanding wlth1n ;our check register you stJH h�vc outsr.:an.d1ng 1s:;ues that need to be sent to the bank. before you acb..,ate each account. I
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All the accounts you selected as Yes will be displayed on the following Pos itive Pay Confirmation. Please take the time to read the "Im portant Notic es" regarding standard Positive Pay activation.

If you are satisfied with your activation account selection, click Submi t, and your account(s) will be converted to Standard Positive Pay. Note: If the time of the request is before 1 p.m. ET, your activation will be effective the following busi ness day. If activation is after 1 p.m. ET, it may requir e an addi tional busi ness day. The activation column will display Pend ing Activation when in transition and Active when completed.
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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Mor gan Access
Exception Review Summar y
Positive Pay Exception Review: This page will show the status of each account, with the num ber of exceptions you have for the day, along with the numb er of exceptions reviewed. The numb er of exceptions link s to a review page, where you can review exceptions for that account.

To access exceptions, click the PosPay tab, or position your cursor over the PosPay tab, and then select Exception Review from the drop-down list.
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This will take you to the Positive Pay Exception Review Summ ary. The contents di splayed on this page will be based on the User ID/individual logged in. Access to the exceptions on various accounts and groupings is based on user/account authoriza tion.

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Each account to which you are entitled disp lays on this page, with an indic ation of its status and how many exceptions are available for review (if the account has exceptions for the current day). The following is a list of possible descriptions you may see in the Status column. • Exceptions Not Avail able: There may be exceptions today, but the bank is still reviewing the account.
•
•
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No Exceptions Today: The account has been reviewed by the bank, and no exceptions were identified requiring customer review.

No Decisions Pending: All decisions have been made for the exceptions the bank identified .

Exceptions Avail able: The bank has reviewed the account, and exceptions requiring customer review were identified.

Access Checks I Positive Pay User Guide 7

Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
You may review all exceptions for all accounts from this page by clicking the number in the Pendin g column, or you may select specific accounts by clic kin g the checkbox in each line, and then clicking Review Selected. Alternatively, you may click Advanced Search, which takes you to an Advanced Search page, where you may select accoun ts, exception types, check number ranges, and amoun t ranges, etc. If you want to review exceptions by profile or group, you may choose a profile from the Sele ct dropdown, which will automatically check the box next to each account in the selected profile or group. Then click Review Selec ted to see the exceptions for accounts within the selected profile or group.

Positive Pay Exception Item Deci sion Entry
Upon choosing the subset of exceptions to review from the Pos itive Pay Exception Review Summar y, the Pos itive Pay Exception Decision Entry page will di splay. Here you will see a listing of checks to review, as well as the check image. The Exception Type will designa te why an item was reported as an exception.

See section below for descriptions of Exception Types.

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Positive Pay Exception Decision Entry
The bottom half of this page shows the exceptions for which the bank requires your pay or return instructions. You can click any part of a lin e to view ima ges of the front and back of the check. You can select either Pay or Return by clicking the appr opriate checkbox. If you click Return, a listing of Return Reasons will appear in a drop-down list to the right. If the bank has a default Return Reason on file for your account, that Return Reason will be pre-selected. Otherwise, the dropdown will default to Refer to Maker.

You may apply the same Pay or Return decision to all items, by clicking the Pay/Return All check boxes in the colum n headers at the top of the grid below the check ima ge. When choosing Return All, a Return Reason dropdown will appear in the header, wh ich may be used to apply the same Retur n Reason to all items shown.

Items Per Page: This setting allo ws you to indic ate the maximum number of items you want to view per screen. The exceptions being reviewed on the screen are locked by your user ID, which means they are in accessibl e to other users within your company. This is essential to prevent mul tiple pay/return decisions being subm itted on a sin gle item.

Prin t Ima ges: This link enables you to create a PDF of all exceptions for the s�lected accounts.

Access Checks I Positive Pay User Guide

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
Defaul t Decision : This shows the default decision that will be applied to the item if a decision is not selected by a user. If the account is set up for dual control, and the decision made is not approved by an approver, the default decision will be applied at the cutoff deadline.

When your decisions have been made, click Sub mit Decis ions . You will receive an online confirmation of what you have subm itted, asking you to confirm the information is correct.

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Please review yOll' ExceptionPay / Returndecisi-ons below. dick .. Submit • Continue• to send your dec�ions; for approval. or cbck •Modify Dedslons• to return to the Excepbon Review screen to modify your dectstons. � -.cudo r!<llclelr ·• Submit& Con"""9 your
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Rec/I Account# Checlot IAl!lount P"1d Date Ex.Code Decioion 0.Cision T,me 1 91>bb45678 1622204101 tlO.OO 01·w 201s Pl� RTN-Rttler to Maker 1 2 Sllllb45678 162220410 2 10 00 0 11 PNI RTN-Rerer to Maker 02'!W20l6 10 28-4 7 I II 01:0212015 Al Pay 0?'04!2016 lO 28 47
9bllb45678 1622204106 250 00 01/07/2015 A,i Pay 02'04,2016 10 29 4 90-5678 1622204107 r � \-1 '11)1 PIil Pay 02 1>4'2016 10 28 47 6 9bbb45678 1622204108 9.999.99 01111,' 201� PNI Pay 104/2016 10 28 4• 9bbb45678 16222041 11 10 009.00 I, ?.l AVE Pay o. .J 10 28 47 e 91lbb45678 1622204112 50 00 01129/201� AVE Skipped LT. l)J 10·29 47 9bbb45678 j" 3 219 40 1 PNI Skipped 02/04/2016 UT2847
10 9bbb45678 �22,;-1 1, 15�90 1Hlf''l014 AVF Skipped 02 14 2016 1()·28 4 7 - • comt!IV41
Positive Pay > Decision Verification
If the information shown is correct, click Su bmit & Conti nue. This will send the decisions to the bank for processing. If the information shown is not correct, click Mod ify Decis ions. This will take you back to the previous page, where you can edit your decisions.

You may save the confirmation electron ically to a folder on your computer or send it to your printer to keep a hard (paper) copy on file.

Auto-Return
Access Checks provides an option for customers who sub scribe to Maximum Dollar, Mi nimu m Dollar and Stale Date ARP services to have these items provided to the users for Pay/Return Decisions or else Auto­ Returned. If the Auto-Return option is selected, then the exception will be automatically flagged for return and will not be displa yed on the Customer Decision page for you to make a Pay/Return decision.

The Auto-Returned items will be includ ed in the exception totals on the dail y Checks email, the Customer Decision page, and the daily details on the Status Details page. The Reviewed By desig nation for each Auto-Returned item on the Status Details page will be Auto Return.

Note: Auto-Returned items will also be included in your monthly exception billing volume. Auto-Return sim ply applies the Return decision without requ iring the item to be reviewed first.

Excep tion Types
Exception Code
CGM
CLM
Access Checks I Positive Pay User Guide
Expanded Exception Description
Check Nu mber Greater than Maximum
Check Nu mber Less than Minimum
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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
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Check Numb er Outside Range
Dupl icate Paid Record
Maximum Dollar Limi t Exceeded
Minimum Dollar Limi t Not Met
Item Not Posted, No Issue Data
Paid Amoun t Does Not Equa l Issue
Item Paid, Issue Data Missing
Stale Date Item Issue
Checks Stopped Prior to Payment
Transaction Amount Less Than Mini mum
Un postable Paid
Check Voided Prior to Paymen t
Item Has Zero Dollar Amoun t
Paid Reject, Zero Dollar Amoun t
Item has Zero Serial Numb er
Payee Verifica tion: You can su bscribe to receive Payee Verification notifications.

Exception Code
PVE
NPN
Past Dec ision Deadline Access
Expan ded Exception Description
Payee Verification Error
No Payee On Issue
Each bu siness day, pay/return decisions must be recorded and submit ted back to J.P . Morgan by the afternoon deadline. When the decision dead lin e is reache d, Ch ecks will automa tically apply the default decision (determined at setup) on file to all exceptions remainin g open. Attempting to access the application after the deadline time will result in Cutoff Time Reached di splaying in the Status column. If the account is set up for dual control, the decisions mus t be approved prior to the cutoff deadline or the default decisions will be applied.

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Positive Pay Excepti on Status
The Positive Pay area within Checks provides detailed status information, MICR data and image download capabili ty from the Positive Pay Exception Status Sum mary. To access this page, position your cursor over the PosPay tab, and then select Exception Status from the drop-down. �-.,,......1,.rr-c:•• ............ �........... .,..... ..� .. --- ·� "" ..

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This page shows sum mary information for each account ind ividually. The numb ers under Total Exceptions, Not Reviewed, Reviewed and Approved are hyperlinks to a detail page.

You can download addi tional information by cli cking Download Detail and opening the PosPay/Accou ntExcpDownloadDetail.csv file.
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Details of Positive Pay Exception Status
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You can download images by clicking Download Images.

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You can view MICR data in Microsoft Excel® by opening the microline.csv file.

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The check images can be viewed by open ing the images.zip file and selecting a .jpg file from those listed.

There are two .jpg files for each check image, one for the front and one for the back.

Access Checks I Positive Pay User Guide 11

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Morgan Access
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When you click a link to review the exceptions, the PosPay Exception Status Details page will display .

Here you will be able to review:
•
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Pay, Return or Open status on each item
User ID and time stamp of the indi vidual who made the Pay/Return decision User ID and time stamp of the ind ividual who appr oved the items, if you are set up for Dual Control .........,._ll'#,�111111 ............ :.ea,...,__ t- ......... _.... �- -� J.P. Mo(l:an ACCESS' -----=- c::.- c:::::::m
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From the Exception Review, Exception Decision Entry and Exception Status pages, you can create a PDF report of all selected exception items. The report gener ated conta ins the front and back images of a single check per page.

An lnbox is located in the up per right hand corner below your User ID. The ln box displ ays the last five days of Print Ima ges requests.

Access Checks I Positive Pay User Guide 12

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Mor gan Access·
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From thi s page, the status of each request is shown. Once the report status shows as Available, click View to save the report to your desktop or open it. In the report, one check per page will be displayed, with the front and back of each check on the same page. After five days, Print All reports are deleted from Checks.

Note: The amount of time required to create a Print Images report depends on the num ber of exception items included. Requ ests containing a hi gh numb er of checks, as well as requests for old chec ks, will take more time to fulfill than a request for a small num ber of recently paid checks.

Access Checks I Positive Pay User Guide 13

Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD J.P. Mor gan Access
----------------------------
Dual Cont rol
Custom ers who prefer a second ary level of appr oval before certain transactions are processed can request Dual Control throughout the various modules of Checks. Within Positive Pay, Exception Decision is eligib le for Dual Control.

How to Approve Transac tions
The Approvals button is at the top of the page, under the Checks tab. This button is visible only to users designa ted at setup as Appr overs. When you place your cursor over the Appr ovals tab, a drop-down list appear s showing each appr oval page you are entitled to view.

Each Approval page has a drop-down list for selecting a specific Account and /or Operator. Alternatively, you may leave both drop-downs at the default of All. You may also select how many items per page are displayed.

Note: You may not appr ove transactions that you have ini tiated, since Dual Control requires a second user. If another user enters a transaction requiring appr oval, and you edit that transact ion, you become the subm itter, and are ther efore no longer elig ible to appr ove it.

Pos itive Pay Dec ision s
From the Approvals tab drop-down, choose Posit ive Pay Decisions Approval. The page that displ ays shows all Positive Pay Decisions submi tted by a user in your company that are available for appr oval.

Positive Pay Approve Exceptions
To view or print details of an Exception item , click the numb er in the Rec ID column. An image of the check will display.

To Approve, Reject or Skip a transaction, select the appropriate radio button in the Appr ove column. By default, all exceptions are pre-selected as Approved . If any items should be rejected, change the decision to Reject prior to clicking Submi t.

Once you have made decisions for all desired transactions on this page, click Su bmit, which then auth orizes the bank to act on all Approved decisions. All Skipped items will remain unpr ocessed, and all Rejected items will be sent back for further review and decisioning. If items are still in the Pendin g Appr oval queue at the decision dead line, the default Pay or Return decision will be applied.

Access Checks I Positive Pay User Guide 14

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD J.P. Mo rgan Access
Positive Pay Email Manage men t
The bank notifies you daily by email of any exceptions available on your account(s), as well as whether no exceptions are available for the day. In order to do this, Access uses Email Groups. An Email Group is a logical grouping of accounts on which each email reports. The nu mber of accounts in a sin gle group is unlimi ted, as is the number of email addresses. Entitled users are able to maintain the Email Groups.

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The Positive Pay Email Groups Summar y shows all Positive Pay groups created for your company. The default display is for each group to be "collapsed ," so that only sum mary information displa ys. To view the group details, click the arrow to the left of the group name.

Access Checks I Positive Pay User Guide 15

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC 08-8A6A5D0788CD J.P. Mor gan Access
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To create a new email group, click Create New Email Group. To edit the details of an existing email group, click the Email Group name, which is a red hyperlink.

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When you click Create New Email Group, the Edit Positive Pay Email Group page displays. To add an email address, enter the Email Address, Contact Name and Phone Numb er, select the lang uage for the email content and cl ick Add. Once the email address is added , you may select whether or not you want a Remind er Email to be sent. Rem inder emails will be sent one hour before the decision cutoff time for the accounts in the group if there are any exceptions pending decision or any decisions not approved for accounts with the Dual Control option.

To add accounts to the newly created Email Group, click the checkbox to the right of the accou nts shown at the bottom of the screen. An account may belong to mu ltiple Email Groups.

Note: It is recommended that you create Email Groups with accounts in the same time zone. Once updates are complete, click Save Email Group.

Access Checks I Positive Pay User Guide 16

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD J.P. Mo rgan Access
To edit an existing email addr ess, click the red hyperlinks. A windo w opens and enables you to edit the Email Address, Contact Name, Phone Nu mber and/or langua ge. Cli ck Update to update the details.

To delete an email addr ess, click Delete in the far right column for the appli cable email address.

To delete the existing Email Group, click Delete Email Group.

To collapse the EmaH Add resses or the Accou nts section, click the corresponding arrow on the left side of the page.

Daily Email Noti fica tion
Every busine ss day, customers who are set up for email notification will receive an email listing the accounts that have exceptions, the numb er of exceptions on each account and the accounts that do not have exceptions. The subject line will ind icate if there are exceptions to review.

The following is an exam ple of this email notification:

From: PositivePayP WS@jp morgan.com
Subject: Notification of Exception Availabili ty
Positive Pay Exception: Positive Pay Exception Email Notification Your J.P. Morgan Payables Exceptions are avai lable at:

URL (https://tssportal.jpmor gan.com )
These accounts have exceptions today.

Account No.

Account No.
***0bbb45 DEMO ACCOUN T - 10 Exceptions
***0bbb46 DEMO2 ACCO UNT - 2 Exceptions
The following accou nts do not have any exceptions today.

Account No.

Account No.
***0bbb47
***0bbb48
DEMO3 ACCOUNT
DEMO4 ACCOUNT
If you require additional assis tance, please call xxx-xxx-xxxx.

Your Notification of Exception Availabil ity email will not inc lude all digi ts in your account numb er, only those sign ificant enou gh to uni qu ely identify the account.

If you do not receive your exception email notification on a valid business day, you should still access the appl ication at the time that your exceptions typically become available. A del ayed email may be due to a systems problem .

Access Checks I Positive Pay User Guide 17

Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5O0788CD J.P. Mor gan Access
Activ ity Repo rts
Activity Reports are available on Access from the Reports tab. To access the reports, place your cursor over the Reports tab; a drop-down will list each report that you are entitled to view.

Positive Pay Repor ts
Exception Activity History
To view this report, select Pos Pay Exception Activ ity History from the Reports tab. The information for the current processing date will be dis played. If desired, you may change the date and click Refresh.

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Positive Pay Exception History Summary
You may download the MICR detail on selected accounts by clicking the checkboxes next to the accounts , and then clicking Download Details.

To further filter the information displayed , click Advanced Search . -- ....
- ... - -
Positive Pay Exception Details
Access Checks I Positive Pay User Guide
. ...
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18

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P. Mo rgan Access
Positive Pay Email Activity
To view this report, select Positive Pay Email Activity from the Reports tab drop-down. The information for the current processing date will be displa yed. If desired, you may change the date and click Get Email Info.

Note: Positive Pay email activity is stored for 30 days. ,...,,,I Jl'CT • �\e tVS) ��Mrirn(,r ,...,. �1 ,1,c. -.-,. \-.<Q ..,,. I J.��Morg,��
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Positive Pay Email Activity > Default View
The default view shows all Email Groups. If you wish to see details on a single Email Group, click the Email Group name (red hyperl ink).

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Positive Pay Email Activity > Details
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To view the actual email notification sent, click Email Address. To return to the default view, select All from the Email Groups drop-down, and click Get Email Info.

Access Checks I Positive Pay User Guide 19

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD Tab Y - Rele va nt Cont ract , Cash
Mana gem ent Ag ree me nts and Stat eme nts
Submit with proposal responses.
1) Sample Banking Services Contract
2) Sample Fu nds Tran sfer Agr eement
J.P. Morgan has received the Reque st for Proposal for Banking and Merchant Services (the "Solici tation" ) , issued by the City of South San Francisco ("Issuer ") and is submi tting its proposal or reques ted information in response (the "Response"), which outlines its product and service capabilities and/or pricing as requested in the Solicitation. The Solicitation may also include requ ests that the bidder /proposer provide certain certifications or sworn statements (collectively "Cer tifications") and/or specific comments to or modifications of included standard terms and conditions, sam ple agreements, incorporated procurement rules, laws, and the like referenced in the Solicitation (collectively, "Issu er's Standard Terms "). In addition, the Solic itation may indic ate that any Response provided by bidder s/propos ers constitutes an acceptance of all Issuer 's Standard Terms and concurrence with Certifications, unless expressly modified or objected to within the response.

J.P. Morgan has robust internal procedures under which Certifications and Issuer 's Standard Terms are thoroughly reviewed and vetted, from a legal, business, and factual perspective prior to entering any agreement or offer that confirms the accuracy of Cert ifications and/or agreement to Issuer's Standard Terms. We have not invoked that internal review process in connection with any Certifications or Issuer's Standard Terms that may be included within this Solicitation. Accor dingly, our submission of a response should not be construed as and does not constitute any express or in ferred acceptance of the certifications and/or issuer terms. Rather, in lieu of any agreement to Issuer's Standard Terms or attestation of matters contained within the Certifications, we have enclosed within the Response our standard Account Terms, Addend um to Account Terms, Uni ted States of America, Consolida ted Service Terms, and any other documents that may be required by us from time to time to provide products or services to you ("Account and Service Terms"). The current Account and Service Terms applicable to the services and types of accounts that are the subject of the Solicitation are included in the link s and appendices below. These are provided in addition to the other components of our Response, relative to producUservice descriptions and pricing.

If we are awarded the busi ness referenced in the Solic itation, or conditionally awarded the business, subjec t to agreement between us as to terms and conditions under which the services are to be performed and the certifications to be provided by J.P. Morgan, we will discuss modifications to these Account and Service Terms and incorporation of specific Certifications, where appr opriate, to try to meet your needs and specific legal requirements applicable to you. These will be incorporated within a mutually agreeable contract between us.

Please keep in mind, however, that J.P. Morgan's policies do not allow for:
• the provision of unl imi ted indemnities;
• _ conveyance of intellectual property rights;
• acceptance of liabi lity except to the extent caused by our breach of contract, negligence, or will ful misconduct;
• acceptance of consequential, incidental, or special damages; • liqu idated damages;
• agreement to miscellaneous laws, regulations, ordinances, codes, etc. that do not on their face apply to J.P. Morgan as provider of the services that are the subject of the Solicitation; or Tab Y - Rel evant Contract, Cash Management Agreements and Statements I 66 I Page 177 of 252 Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD • deviations from the insuranc e coverage J.P. Morgan carries Except as modified by our negotiations following notification of award or conditional award of the business referenced in the Solic itation and set forth in the final agreement between us, we anticipate that the Account and Service Terms, as applicable to services and accounts contemplated by the Solicitation will be incorpor ated with in such final agreement. Any Ce rtifications and/or Issuer's Standard Terms that the Solicitation may otherwise imp ute to any bidder /proposer subm itting a response thereto, are not incorporated into, and may not be inferred, as a result of this Response.

Fin ally, J.P. Morgan is required to know its customers and adhere to policies and procedures intended to meet those regul atory requir emen ts that apply to safety and soundness, to fight against the funding of terrorism, money lau ndering and sanction related activities and to perform certain transaction screenings. This means J.P. Morgan will request information about the Issuer and its management and those having authori ty to trans act business with J.P . Morgan in order for J.P. Morgan to comply with these policies and procedures. This is an ongoing requirement and the provision of services pursuant to this Response and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of these policies and procedures and complianc e by the Issuer with applicable law with respect to the services provided and with J.P. Morgan's policies of which the Issuer is inf ormed.

Gl obal Accoun t Terms and the Consoli dated Service Agr eements The City has already executed J.P. Morgan docume ntation for the accounts and services proposed in this response to the City's RFP. Additional account opening documen ts or service terms may be required from the City for new accounts or services. As part of our efforts to manage our environmen tal footprint in an efficient and sustainable manner, sample docume nts are being provided through the links below. Please note that these documents may be modified by the bank from time to time. At the time of your im plementat ion , and based on the specific services you elect to use, you will receive the applicable agreements to be executed from your im plementation project manager.
• Sample account opening documents:
https://www. chase. com/contenU da m/cha se-ux /docume nts/commercial-bankin g/us-accoun t-openin q­ packaqe.pdf
• Sample product and service terms and agreements:
https://www.cha se .co m/contenUdam/chas e-ux/docum ents/comm ercial-bankinq/consoli dated-service-terms ­ commer cial-ba nk.pdf
• Sample Merchant Services agreement
Please see Appendix 14 .
3) Samp le Merchant Services Statement
Please see Appendix 15 for sample Merchant Services statement. 4) Samp les - Other as necessary
Not applicable.

Tab Y - Relevant Con tract, Cash Management Agreements and Statements I 67 I

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P.Morgan
Append ix 14
Sample Mer ch an t
Se rvic es Agreemen t

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD CHAS EO J.P.Morgan
U.S. SELECT MERCHANT PROCESSING AGREEMENT
THIS U.S. SELECT MERCHANT PROCESSING AGREEMENT (the "Agreement") is entered into by and between JPMorgan Chase Bank, N.A., a national banking association ("Chase"), Paymentech, LLC, a Delaware limited liability company also known as Chase Merchant Services, ("CMS"), and ___________________ __ ("Merchant").

WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the Merchant's Transactions; and
WHEREAS, Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered by Merchant;
ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, CMS, Chase and Merchant agree to the following terms and conditions intending to be legally bound:

1. General Services.

1.1 Services; Technical Discovery Process.

CMS agrees to provide authorization, conveyance, settlement and related services with respect to Merchant's Transactions, together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the "Services"). Except as otherwise agreed in writing between the parties, this Agreement shall apply only to Merchant's Transactions originating in the U.S. The parties acknowledge that the pricing set forth in this Agreement, and CMS' ability to provide the Services set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant's specific technical implementation requirements. In the event that such process reveals any signifi cant costs, expenses, development requirements or technical obstacles not currently known to CMS and which materially impact CMS' ability to implement and provide the Services for Merchant ( or the cost to CMS of doing so), the parties agree to discuss such issues in good faith in an attempt to resolve such issues; provided, however, that in the event that such matters cannot be resolved in a manner satisfactory to the parties, either party shall be entitled to terminate the Agreement with no further obligation hereunder.

1.2 Exclusivity.

CMS shall be Merchant's exclusive provider of the Services with respect to those methods of payment supported by CMS, and accepted by Merchant. Without limiting the generality of the foregoing, Merchant agrees that it will send to CMS exclusively (and not to any other merchant acquirer) all ofits Transactions involving Eligible Chase Cards for processing as Chase Transactions under this Agreement.

1.3 Compliance with Applicable Laws and Card Network Rules.

CMS and Merchant agree to perform their respective obligations under this Agreement in compliance with all applicable Card Network Rules and in compliance with all applicable federal, state and local laws and regulations. Merchant shall not, through act or omission, cause CMS or Chase to violate any Card Network Rules. Merchant shall not submit any Transaction that it knows to be illegal. Merchant acknowledges receipt of the ChaseNet Rules and agrees to abide by the ChaseNet Rules with respect to all Chase Transactions. CMS reserves the right to temporarily suspend funding or refuse to process any Transaction if CMS reasonably suspects that it was prepared in violation of any provision of this Agreement, applicable law, or the Card Network Rules. Merchant agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Card Networks on Merchant, Chase or CMS as a result ofMerchant's actions, omissions, Transactions or Chargebacks, including without limitation, Merchant's failure to comply with the Card Network Rules, ChaseNet Rules, this Agreement or Security Standards (the "Card Network Liabilities"). CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of which it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and cooperate with Merchant, and reasonably advocate on Merchant's behalf, in connection with such contest or appeal, provided, however, that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith.

Select Merchant Processing Agreement_ US_ CR322 _AUG

INTERNAL PA YMENTECH USE
Merchant Name:

Rev. August, 2022
Page I of l4

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC0 8-8A6A5D0788CD

2. Authorization and Settlement.

2.1 Sub mission of Data.

Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS' standard protocols, specific ations, formats and procedures for the creation and transmiss ion of data to CMS. CMS shall not be liable or responsible for (i) the authenticity, or accuracy, of transaction data received from Merchant, or (ii) the corruption, Joss, alteration, theft, or destruction of Transactions or Transaction data, during transmission of such data to CMS (by Merchant or its Service Provider), and CMS shall be entitled to rely on data received from or on behalf ofMerchant in the discharge of its obligations hereunder.

2.2 Authorizations.

Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to process any Transaction presented by Merchant unless it includes a proper authorization. Merchant acknowledges that authorization ofa Transaction does not constitute a representation from CMS, a Card Network, or a card-issuing bank that a particular Transaction is in fact valid or undisputed.

2.3 Merchant's Settlement Account.

Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this Agreement (collectively referred to as "Settlement Account"). Merchant authorizes CMS or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account desi gnated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably become due from Merchant under this Agreement have been paid in full. During the term of this Agreement, and for one hundred eighty (1 80) days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of amounts due under this Agreement, Merchant shall not close or revoke its consent to debit its Settlement Account without giving CMS at least ten (10 ) business days' prior written notice and designating another Settlement Account. Merchant shall be liable for all fees, costs, and overdrafts associated with the Settlement Account.

2.4 Transfer of Settlement Funds.

CMS shall submit Merchant's Transactions to the applicable Card Network (or, with respect to Transactions involving Eligible Chase Cards, to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase Transactions). Promptly after CMS receives funds for Merchant's Transactions from the applicable Card Network, CMS will fund the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day's transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Card Networks or Merchant's bank. The funds payable to Merchant in this Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; ( c) any required Reserve Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any Affiliate of CMS, whether ornot Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate. Merchant agrees that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In the event CMS does not deduct any such amounts from Merchant's proceeds when such amounts first become due and payable, CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement. With respect to certain Card Networks, CMS does not offer settlement of funds, and instead conveys Transactions to the Card Network on Merchant's behalf for settlement directly by the Card Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of Transactions, which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such Card Network (e.g. Merchant's name, taxpayer ID, and Settlement Account information) in accordance with their rules or as needed to allow Merchant's acceptance of such Card Network's Cards.

2.5 Collection of Amoun ts Due.

In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the following options with respect to amounts due under this Agreement:

Select Merchant Processing Agreement_ US_ CR322_AUG
INTERNAL p A YMENTECH USE
Merchant Name:

Rev. August. 2022

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD (a) withhold all or some of Merchant's settlement funds (or any other funds that would otherwise be payable by CMS to Merchant) and apply them against the amounts due;
(b) debit the Settlement Account for the amounts due;
(c) request and receive prompt payment for such amounts; and (d) apply funds held in any existing Reserve Account against the amounts due.

2.6 Reserve Account.

If:
(a) there is a material adverse change in Merchant's financial condition or its payment record with creditors, or Merchant fails to comply with its obligations in Section 9.1 or Section 9.2; (b) Merchant begins accepting payment in advance of the shipment of goods or fulfillment of services, or materially increases the amount of time between Merchant's acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services;
( c) Merchant receives a number of Chargebacks in excess of one percent (1 % ) of its total number of Transactions over a period of sixty (60) or more consecutive days, or CMS is notified by any Card Network of Merchant's inclusion in any chargeback monitoring or similar risk-based program, or of any Card Network Liabilities to be assessed as a result of Merchant's Chargebacks;
(d) CMS has received notification from any Card Network(s) or has otherwise become aware of any material violation of the Card Network Rule(s), causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities; (e) CMS reasonably suspects fraud or other illegal activity; (f) either party provides notification of non-renewal or termination of this Agreement, or this Agreement is terminated for any reason; or
(g) required by CMS, and communicated to Merchant in writing prior to the execution of this Agreement, as a condition of CMS' entering into this Agreement;
then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS against the reasonably anticipated risk associated with Merchant's account (such funds being hereinafter referred to as the "Reserve Account"). Any required Reserve Account shall be due upon request, and may be collected by CMS in any manner provided in this Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of (i) one month's average fees including without limitation, processing fees, interchange assessments and third-party fees collected by CMS; plus (ii) one month's average monthly Chargebacks multiplied by six; plus (iii) one month's average monthly Refunds multiplied by two; plus (iv) the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet delivered to Customers; plus (v) the amount of any Card Network Liabilities reasonably anticipated by CMS. For purposes of this calculation, each monthly average shall be calculated over the immediately preceding consecutive twelve (12 ) month period (or, if CMS has not yet been processing for Merchant for twelve (1 2) consecutive months, such shorter period of time as CMS may have been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable by CMS to Merchant against, the satisfaction of any amounts due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS, will not bear interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the Reserve Account other than a contingent right to receive funds, as set forth below. Reserve Accounts (and CMS' right to require a Reserve Account after termination of this Agreement as set forth above) shall survive termination of the Agreement. Upon satisfaction of all of Merchant's reasonably anticipated obligations under this Agreement and the expiration of the applicable time frames for Chargebacks (as set by the various Card Networks), CMS will return to Merchant any unused funds remaining in the Reserve Account. In addition, upon Merchant's request from time to time, but in no event more than once per month, CMS will review the risk associated with Merchant's account and as needed adjust the amount currently held in the Reserve Account and return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the remaining risk.

3. Reporting.

CMS will provide online access to reporting reflecting the activity of Merchant's account(s) and allowing Merchant to generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it waives all claims against CMS for any errors that are not reported to CMS within ninety (90) days from the posting of the activity in Merchant's online account report.

Select Merchant Processing Agreement_ US_ CR322_ AUG

INTERNAL PA YMENTECH USE
Merchant Name:

Rev. August. 2022

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD

4. Future Deliverables; Refunds; Chargeback Liabil ity.

4.1 Future Deliverables.

Unless CMS has agreed in writing in advance, Merchant shall not submit Transactions to CMS (including in connection with any installment sales or deferred payment plans) until (i) the goods are delivered or shipped or (ii) the services are performed.

The foregoing restriction applies to installment sales, deferred payment plans and recurring transactions.

4.2 Refunds.

To the extent required by the Card Network Rules, Merchant shall maintain a written policy with regard to Refunds and shall disclose or make available such policy to its Customers. Upon request, Merchant shall make such polic y available to CMS.

Merchant shall not accept any payment from a Customer as conside ration for issuing a Refund. Except to the extent permitted by the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a Customer in connection with a prior Transaction. Unless otherwise required by the ChaseNet Rules or Card Network Rules, any Refunds shall be prepared and submitted to CMS within three (3) days of Merchant's approval of Customer's request for such Refund. Merchant shall have liabilit y for all Refunds submitted by Merchant, its employees, agents or representatives, or by third parties using Merchant's identification number without Merchant's authorization, except where such third party obtained Merchant's identification number as a result of the negligence of CMS.

4.3 Charg eback Liabi lity.

Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network Rules; provided, however, that in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund Merchant for the amount thereof. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the investigation and management of any reasonably suspected fraud or fraudulent Transactions that is reasonably requested by CMS (such data to be used by CMS and Chase for fraud protection and prevention purposes only).

5. Fees; Adjustments.

5.1 Schedule A.

Merchant shall pay all fees and amounts (e.g. interchange and assessm ents) set forth in this Agreement (including, without limitation, those set forth on Schedule A hereto). Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to transmit Transactions to CMS. For each file or batch submitted by Merchant, CMS will group the Transaction data by Transaction characteristics, including, without limitation, type of Transaction, method of payment, and interchange qualification category. For each such group, CMS will calculate the applicable fees to two decimal places. The fees for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency.

5.2 Price Adjustments.
(a) General. Fees set forth in this Agreement are based upon Merchant's annual volume, average Transaction size, as set forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant's pricing set forth in this Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty (180) days after Merchant's receipt of notification of such increase. In addition, Merchant's fees may be adjusted to reflect (i) increases by Card Networks in interchange, asses sments, or other Card Network fees, (ii) any new or additional fees imposed by the Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider.
(b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days' written notice, to modify the pricing applicable to Merchant's Chase Transactions; provided, however, that in such event, Merchant shall be entitled to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof, in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions, subject to the pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange rates and network fee pass-through. For the purpose of reviewing, evaluating and (if applicable) modifying Merchant's Chase Transaction pricing, Merchant authorizes CMS to use Merchant's non-Chase Transaction process ing data and pricing, including, without limitation, the qualifi cation levels and interchange rates applicable to its non-Chase Transactions.

Select Merchant Processing Agreement_US_CR322_AUG

INTERNAL P AYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76- 1D 58-4C3C-BC08-8A6A5D0788CD

5.3 Custom Interchange Rates.

Merchant agrees that CMS will not be responsible for honoring or implementing any custom interchange rate(s) which Merchant may have negotiated, or may in the future negotiate, directly with the Card Networks (a "Custom Rate") unless Merchant notifies CMS of such rate in writing and CMS agrees in writing to implement such Custom Rate. Merchant agrees that implementation of any Custom Rate may require time and development work, and, as a condition of doing so, CMS may require Merchant to pay a development fee (to be mutually agreed between the parties). In addition, Merchant agrees to notify CMS in writing of any published tier interchange rates and/or any industry-specific interchange programs (such as those for the utility and debt repayment industries) in which Merchant believes it is eligible to participate, and CMS shall not be responsible for implementing any such rates or programs unless it has been so notified by Merchant.

6. Term; Termination.

6.1 Term.

This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the last party to the Agreement signs), and continues for five (5) years from such date. Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one-year terms. Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date.

6.2 Events of Default.

In the event that either party fails in any material respect to comply with any provision, term, warranty, condition, covenant, or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an "Event of Default"), and such party fails to cure such Event ofDefault within thirty (30) days of its receipt of written notification from the non-defaulting party specifying such Event of Default, then the non-defaulting party shall be entitled to terminate this Agreement upon written notice of termination; provided, however, that no cure period shall be allowed, and CMS shall be entitled to terminate this Agreement immediately, in the event that Merchant fails in any material respect to perform any of its obligations with resp ect to the funding or establishing of a Reserve Account, as detailed in Section 2.6 above.

6.3 Other Termin ation Events.

In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event of any of the following:
(a) Merchant is placed in any Chargeback monitoring or similar risk-based program designated by any Card Network for merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program by the applicable Card Network within ninety (90) days; (b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement; ( c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant's Transactions; (ii) requires CMS or Chase to terminate or limit this Agreement or Merchant's ability to accept Cards; or (iii) imposes unduly burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant's transactions; ( d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other parties are prohibited from dealing by any United States Jaw, regulation or executive order, including names appearing on the U.S. Department of Treasury's Office of Foreign Asset Control's Specially Designated Nationals and Blocked Persons List, or ·(ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card Networks;
( e) Merchant (i) ceases to exist ( other than as a result of a permitted assignment or sale by such party) or to conduct its normal and customary business operations, or (ii) is convicted of or pleads no contest to a felony charge; (f) CMS reasonably believes that Merchant (i) is involved in a material violation of applicable law or other domestic or foreign law or regulation; (ii) has or is engaged in bribery, fraud, money laundering or corruption; or (iii) has otherwise become.t he subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such controversy relates to this Agreement;
Select Merchant Processing Agreement_ US_ CR322_AUG

INTERNAL P AYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76- 1D5B-4C3C-BC08-8A6A5D0788CD (g) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any credit facility, loan document or other agreement between Merchant and Chase or any Affiliate of Chase (and such breach is not cured in any applicable cure period provided in such document); (h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty (1 80) consecutive days; or
(i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company.

6.4 Account Activity After Termination.

After termination of this Agreement, Merchant shall continue to be liable for Chargebacks, Refunds, fees, Card Network Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant submits Transactions to CMS after the date of termination, CMS may, but is not required to process such Transactions in accordance with and subject to all of the terms of this Agreement.

7. Indemn ification.

7.1 CMS.

CMS agrees to indemnify and hold harmless Merchant and its Affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant's costs, expenses, and reasonable attorneys' fees) arising out of any third party claim or complaint relating to: (a) CMS' noncompliance with Card Network Rules , the Security Standards, or the terms of this Agreement; (b) a Data Compromise Event of CMS or its service providers; (c) any voluntary or involuntary bankruptcy or insolvency proceeding by or against CMS; or, ( d) CMS' violation of applicable federal, state or local laws and regulations. This indemnification does not apply to any claim or complaint to the extent caused by Merchant's own negligence, rec klessness or willful misconduct. The indemnification provided under this Se ction shall survive termination and is subject to the limitation ofliability set forth in Section 11 of this Agreement.

7.2 Merchant.

Merchant agrees to indemnify and hold harmless CMS, the Card Networks, and their respective Affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys' fees) arising out of any third party claim or complaint relating to: ( a) any dispute concerning a Transaction for goods or services sold by Merchant; (b) Merchant's noncompliance with the Card Network Rules or the Security Standards, or the terms of this Agreement; (c) a Data Compromise Event of Merchant or its Service Providers; (d) any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (e) Merchant's violation of applicable federal, state or local laws and regulations. This indemnification does not apply to any claim or complaint to the extent it is caused by CMS' own neglige nce, recklessness or willful misconduct. The indemnifi cation provided under this Se ction shall survive termination and is sub ject to the limitation of liability set forth in Section 11 of this Agreement.

7.3 General.

Whenever an indemnified person believes it is entitled to indemnification hereunder with respect to a claim, the indemnified person will provide the indemnitor with prompt written notification of such claim (it being understood that failure to provide such notice promptly will not relieve indemnitor of its obligation to defend such claim as long as the indemnitor's ability to defend the claim was not materially prejudiced by such failure), and the indemnified person will tender the sole control of the defense and settlement of the indemnified claim to indemnitor. When the indemnitor assumes the defense of a claim, the indemnified person will reasonably cooperate with indemnitor in the defense of the claim. No settlement or compromise that imposes any liability or obligation on any indemnified person will be made without the indemnified person's prior written conse nt (not to be unreasonably withheld).

8. Confidential Information; Use of Data; Card Industry Compliance.

8.1 Confidentia lity.
(a) Each party has made and will continue to make available to the other party information that is not generally known to the publi c and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confide ntial ("Confidential Information"). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the Select Merchant Processing Agreement_ US_ CR322 _AUG

INTERNAL P AYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5O0788CD Services to be provided hereunder. Each party's Confidential Infonnation includes its: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures (including CMS ' pricing and pricing proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier infonnation; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications; and (vii) the tenns of this Agreement. The following infonnation shall be deemed the Confidential Information of CMS: (x) any SOCl (Disclosure of Service Organization Control Report No. 1), SSAE- 16 or SSAE- 18 (Statement on Standards for Attestation Engagements No. 16 or No. 18 ) report provided by CMS; (xi) any attestation of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards; (xii) any data and infonnation (including data analytics and attribution data) about Chase Customers provided to Merchant by CMS or any of its Affiliates; (xiii) Card Infonnation associated with a Chase Card or Chase Customer; and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the payment transaction ( e.g., transaction date and amount) may be utilized by each of the parties subject to the Security Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential Information of any party.
(b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the disclosing party to any third party. The receiving party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish or dissemin ate (but in no event less than a reasonable degree of care). CMS and Chase may disclose Merchant's Confidential Information:
(i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services (including services made available directly through the Card Networks such as Address Verification and Account Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests, Chargeback adjudication, fraud detection and prevention); (ii) to its or its subcontractors' employees, consultants or agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to maintain the confidentiality of Merchant's Confidential Information upon terms similar to those contained in this Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements. (c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its Affil iates. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent of the disclosure.
(d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However, nothing contained in this Agreement will restrict CMS ' or Chase's ability to disclose Merchant's Confidential Information to regulatory or governmental bodies asserting jurisdiction over CMS or its Affiliates.

8.2 Use of Data.
(a) General. Certain Merchant Confidential Information, including without limitation, financial information, information related to Merchant's Transactions, and other information that Merchant provides to CMS may be shared by CMS or Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing, CMS shall not otherwise use or disclose such information other than, (i) as necessary to process Merchant's Transactions or otherwise provide services and maintain Merchant's account pursuant to this Agreement; (ii) for CMS' and Chase's internal and operational purposes; (iii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iv) to enhance or improve CMS' and Chase's products and services generally; or (v) as required or permitted Select Merchant Processing Agreement_ US_ CR322 _ AUG

INTERNAL PAYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived from Transactions provided that it is either aggregated or de-identified (meaning that reasonable steps have been taken to ensure that the information does not identify Merchant and does not identify any individual person). (b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and CMS. This may include the sharing or exchanging ofMerchant infom1ation for the purposes of calculating any referral fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases, servicing and managing Merchant's account. The information that may be shared or otherwise exchanged may include Merchant's name, identification/account number, transaction volume, card summary, status with CMS (e.g. the existence and terms of this Agreement, whether Merchant's application was accepted or declined, and whether this Agreement has terminated or expired), Merchant's status with Referral Partner (e.g. membership or participation in any Referral Partner organization or program), and such other information that is reasonably necessary for the purposes described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner's subsequent use or disclosure of such information.

8.3 Payment Card Industry Compliance.
(a) Each party agrees to comply with all applicable Security Standards. (b) Merchant further agrees to provide CMS, upon its request, with such tests, scans, and assessments of Merchant's compliance with Security Standards as may from time to time be required by the Card Network Rules in order for CMS to confirm or validate Merchant's compliance with the Security Standards. (c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the Security Standards, may result in Card Network Liabilities for which Merchant shall be responsible. ( d) Merchant shall immediately notify CMS of its use of any Service Provider( s ), and Merchant is responsible for ensuring that any and all Service Providers and third-party payment software or applications used by Merchant to transmit, store or process Card Information, are compliant with all applicable Security Standards and appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Card Networks. (e) Ifa forensic examination ofMerchant or any ofMerchant's Service Providers is required pursuant to the Card Network Rules, Merchant agrees to engage an approved PCI Forensic Investigator ("PFI") (a list of which is available from the PCI Council), and cause such forensic examination to be completed within the timeframe required by the Card Network Rules, and cooperate with the PFI in connection therewith. Notwithstanding the foregoing, the Card Networks may directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the investigation of a Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event.

Merchant agrees to pay for all costs and expenses related to any required forensic examination. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so cooperating until the investigation is completed .

8.4 Access to Information.

Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access to Card Information. Merchant may, from time to time, designate certain employees or representatives for which CMS shall provide access (via login credentials or otherwise) to Merchant reporting, which may include access to Card Information. Merchant shall be responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login credentials of Merchant's employees and representatives. In the event that any employee or other representative previously designated by Merchant to CMS for purposes of allowing such access, Merchant agrees to notify CMS promptly in the event such representative ceases to be employed by or associated with Merchant, or otherwise no longer has a reasonable business need to retain such access.

9. Information About Merchant and Merchant's Business.

9.1 Additional Financia l Information.

Unless Merchant is a publicly-traded company current in its required filings with the United States Securities and Exchange Commiss ion, upon five (5) business days' written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements of Merchant ( or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed fiscal year if such request occurs more than one hundred twenty (12 0) days after the end of such fiscal year, and otherwise from the fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements.

Select Merchant Processing Agreement_ US_ CR322 _ AUG
INTERNAL p AYMENTECH USE
Merchant Name:

Rev. August. 2022·

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5O0788CD

9.2 Other Information.

Merchant agrees to provide CMS at least thirty (30) days' prior written notice of: (i) any significant changes to the nature of its business, product lines or services; (ii) Merchant beginning to accept payment in advance of the shipment of goods or fulfillment of services, or materially increasing the amount of time between acceptance of payment and the anticipated delivery or shipment of goods or fulfillment of services; (iii) any sale of all or substantially all of the assets of Merchant; or (iv) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant's securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is material to its relationship with Merchant, CMS may refuse to process Transactions made subsequent to the change or terminate this Agreement. Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant agrees to provide CMS with any additional information CMS may request pertaining to Merchant's business or Transactions in connection with any CMS inquiries or investigation concerning suspected fraud or fraudulent Transactions.

10. ChaseNet Availab ility.

CMS reserves the right, at any time upon thirty (30) days' prior written notice, to discontinue the processing of Merchant's eligible Transactions as Chase Transactions, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which would otherwise have been processed as Chase Transactions) shall thereafter be processed as normal Visa Transactions subject to Visa pricing as set forth on Schedule A and normal Visa interchange rates and network fee pass-through.

11. Limitations of Liability; Disclaimer of Warranties.

Under no circumstances will CMS' and Chase's combined financial liabilities arising out of or related to this Agreement exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assess ments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however, that such limitation shall not apply with respect to CMS' indemnity obligations with respect to a Data Compromise Event pursuant to Section 7.Hb ). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY,

ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL,

CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBI LITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS AND CHASE HEREBY

DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON,

REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR

OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES .

12. Liquidated Damages.

12.1 Early Termination.

If Merchant improperly terminates this Agreement prior to the expiration of the initial term, or CMS terminates this Agreement during the initial term due to Merchant's breach of this Agreement, then CMS will suffer a substantial injury that is difficult or impossible to accurately estimate and shall be entitled to collect Liquidated Damages (as defined below) from Merchant.

Merchant agrees that the Liquidated Damages shall be calculated in the manner specified below and that such sum is not a penalty and is a reasonable and good faith estimate of CMS' probable loss.

12.2 Method of Calculation.

Liquidated Damages shall be the number of months remaining in the initial term at the time of such termination, not to exceed twenty-four (24), times the Average Net Monthly Fees (as defined below). The Average Net Monthly Fees shall equal one­ sixth of the fees payable pursuant to this Agreement (net of interchange and assessments) during the six (6) months immediately preceding the earliest of: (i) the date CMS receives notice from Merchant of its intention to terminate this Agreement early; (ii) the date CMS learns of Merchant's early termination in violation of this Agreement; or (iii) the date this Agreement is terminated early.

If this Agreement has been in place less than six (6) months, the Average Net Monthly Fees shall equal the average monthly fees (net of interchange and assessments) that CMS would have received based upon the information contained in the Application, Schedule A, or any addendums to the Agreement.

Select Merchant Processing Agreement_ US_CR322_AUG

INTERNAL P AYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76-1D 5B-4C3C-BC08-8A6A5D0788CD

12.3 Effect on Other Fees.

Payment of Liquidated Damages pursuant to this Section shall in no way limit Merchant's obligation under this Agreement to pay any fees, fines, penalties or other amounts imposed by the Card Networks, nor does it prevent CMS from collecting any amounts due from the Settlement Account or Reserve Account (e.g. Chargebacks). Liquidated Damages shall be immediately due and payable in full without demand or other notice to Merchant of any kind.

13. Miscellaneous.

13. 1 Taxes.

The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay all applicable taxes and similar charges however designated (other than taxes assessed on CMS' net income) including sales, use, property, lease, excise, goods and services, value added, gross receipts and like taxes ("Taxes") which are imposed by any governmental authority related to the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. Merchant also agrees to pay any Taxes imposed on interchange, assessments or other third party fees collected by CMS pursuant to this Agreement. Merchant authorizes CMS to increase the amount collected from Merchant to reflect any and all such Taxes and any assessme nts or increases in the Taxes imposed on such sale or lease of the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. CMS may deduct withholding taxes, if any, from proceeds payable to Merchant where required under applicable Jaw and will provide to Merchant documentation required to be provided to Merchant under applicable law.

13.2 Section Headings.

The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement.

13.3 Assignment; Other Events.
(a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent ofMerchant, not to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an Affil iate of CMS; or (iii) as permitted under the Card Network Rules, the substitution of another Card Network member for Chase, as the member bank under whose sponsorship the Services are provided. (b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably withheld subject to CMS' standard credit and risk underwriting policies and procedures (which shall in no event be deemed unreasonable).

13.4 Parties; Independent Contractor.

This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successo rs and assigns. Merchant agrees that it is responsible for its employees' and Service Provider's actions. In providing services to Merchant, CMS will not be acting in the capacity of agent, partner, or joint venturer; CMS is acting solely as an independent contractor.

13.5 Representations.
(a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without limitation statements made on its Appli cation and any subsequent addendums, are true, complete and not misleading as of the date the statements were or will be made. Merchant further represents and warrants that only its authorized representatives will submit written information to CMS. Merchant represents and warrants that it is not a Bearer Share Company and that it will not issue Bearer Shares.
(b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement: (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement with any third party or affiliated entity; (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement is duly authorized to do so.

Select Merchant Processing Agreement_ US_ CR322 _ AUG

INTERNAL PAYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD

13.6 Publicity.

Except to the extent required by applicable law, neither party shall make press releases or sim ilar public statements regarding the business relationship that is the subject of this Agreement, without the prior written consent of the other.

13.7 Severability.

Sh<JUW any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule, regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement.

13.8 Waivers.

No term or condition of this Agreement may be waived, and failure by either party to enforce any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.

13.9 Entire Agreement.

The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant, Chase and CMS with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of CMS, Chase or their representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account.

13.10 Notices.

Except as otherwise provided in this Agreement, aH notices shall be given in writing and either hand delivered, mailed first class, postage prepaid (return receipt requested), transmitted electronically by email, or sent via overnight courier (with package tracking capability) (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing.

13.11 Governing Law; Waivers of Right to Contest Jurisdiction; Immunity and Jury Trial.

This Agreement will be governed by and construed in accordance with the laws of the State ofN ew York without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising from this Agreement shall be brought by CMS against Merchant and determined exclusively in the county and state of Merchant's principal office as indicated below; and shall be brought by Merchant against CMS or Chase and determined exclusively in New York, New York. Tiffi

PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HA VE TO CONTEST JURISDICTION OR VENUE. MERCHANT WAIVES ANY IMMUNITY. (SOVEREIGN OR OTiffiRWISE) THAT ITMAYHA VE IN CONNECTION WITH THIS AGREEMENT. TIIBPARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A 1RIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARJSING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.

13.12 Force Majeure.

Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will affect or excuse Merchant's liabilities and obligations for Chargebacks, Refunds, or unfulfilled goods and services.

13.1 3 Amendment.

Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties.

Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Network Rules or required for compliance with applicable law, such amendment will be effective upon written notice to Merchant.

Select Merchant Processing Agreement_ US_ CR322 _ AUG

INTERNAL PAYMENTECH USE
Merchant Name:

Rev. August, 2022

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD

13.14 Count erparts and Electronic Signature.

This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.

13. 15 Prohibition of Unlawful Internet Gambling.

Merchant understands and agrees that the use of the Services to conduct transactions (including, without limitation, the acceptance or receipt of settlement proceeds or other funds related to such transactions) that are related, directly or indire ctly, to unlawful Internet gambling is strictly prohibited by CMS and Chase. The term "unlawful Internet gambling, 11 as used in this Notice, shall have its meaning set forth in 12 C.F .R. Section 233.2 (bb ). Merchant agrees not to engage in, submit for processing or facil itate any Transactions under this Agreement that directly or indirectly involve or are related to unlawful Internet gambling.

14. Offs boring.

Certain services may be performed by CMS or any of its Affiliates, including Affiliates, branches or units located in any country in which CMS conducts business or has a service provider. Merchant authorizes CMS to transfer Merchant's information to such Affiliates, branches or units at such locations as CMS deems appropriate. CMS reserves the right to store, access, or view data in locations it deems appropriate for the services provided.

15. Survival.

The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Authorization and Settlement, Refunds, Chargebacks, Termination, Indemnifi cation, Confidentiality, Use of Data and Limitation of Liability shall survive termination.

16. Definitions.
"Affiliate" of any Person mean shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person, and ( c) with respect to Chase, any entity administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise. "Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit, financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced CMS to process Merchant's Transactions under the terms and conditions of this Agreement. "Bearer Shares" means securities that are not registered on the books of the issuing corporation and thus payable to any possessor of the shares.
"Bearer Share Company" means a type of company which, unlike registered share companies, issues its securities as Bearer Shares.
"Card'' means a physical or virtual credit or debit card, or any evidence thereof ( e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number through which Card Network payment services are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network that Merchant accepts from Customers as payment for goods or services. "Card Information" means information related to a Customer or the Customer's Card, that is obtained by Merchant from the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card account numbers and expiration dates, security codes (e.g. CV'i2, CVC2, etc.), PIN numbers, credit limits, account balances, or Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or Select Merchant Processing Agreement_ US_ CR322_AUG

INTERNAL PA YMENTECH USE
Merchant Name:

Rev. August. 2022

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer's Card and which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer's participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer's name, mailing address, phone number, email address, birthdate or age), shall not be deemed Card Information. "Card Network" means any payment card network provider whose payment method is accepted by CMS for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse, and STAR.
"Card Network Rules" means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Card Networks. With respect to the Chase Transactions, the ChaseNet Rules are the applicable Card Network Rules. "Chargeback" means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules. "Chase Card'' means a Card issued by Chase or its Affiliates and used to access a line of credit, prepaid account, or deposit account, issued or maintained by Chase or its Affiliates. "Chase Customer" means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a Chase Card.
"Chase Transaction" means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet platform.
"ChaseNef' means Chase's payment processing platform(s) where Transactions involving Eligible Chase Cards are processed directly between Merchant and Chase, bypassing the traditional Card Network "interchange" system. "ChaseNet Rules" means the Chase Merchant Program Requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance of Chase Transactions. "Customer" means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. "Data Compromise Event" means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to or disclosure of Card Information in the possess ion or control of a party to this Agreement or its service providers.
"Eligible Chase Card'' means a Chase Card ofa type that Chase, in its sole discretion, has determined to be eligible for use in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be limited to consumer and small business Chase Cards for which a Visa-branded credit or signature debit card has been issued. "Merchant' means the legal entity identified in the Application and on the first and signature pages of this Agreement. "Merchant Application" means any software application developed by or on behalf of Merchant that provides various services and capabilities for Merchant's customers including the ability purchase or otherwise effect payment for Merchant goods or services.
"Person " shall mean any natural person, partnership, limited liability company, corporation, trust,joint venture,j oint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.
"Referral Partner" is a third party that has entered into a (i) formal referral relationship with CMS pursuant to which it referred Merchant to CMS for payment processing services and/or (ii) preferred pricing program with CMS. The Referral Partner may be paid a fee by CMS for the referral of Merchant to CMS. In addition, the Referral Partner may be involved in the servicing and maintenance of Merchant's account. Referral partners may include, as applicable, without limitation, financial institutions, Merchant's franchisor, independent sales organizations, trade associations or groups and service providers.

Select Merchant Processing Agreement_ US_ CR322_AUG

INTERNAL P AYMENTECH USE
Merchant Name:

Rev. August. 2022

Docusign Envelope ID: A4FB2E76-1058 -4C3C-BC08-8A6A5O0788CD "Refund'' means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. "Reserve Account" shall have the meaning set forth in Section 2.6. "Security Standards" means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Card Information, including, without limitation, the Payment Card Industry Data Security Standards, Visa's Cardholder Information Security Program, Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program, Visa's Payment Application Best Practices, the Payment Card Industry's Payment Application Data Security Standard, MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. "Service Provider" means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant's behalf, including, without limitation, its agents, busines.s partners, contractors, and subcontractors. "Transaction" means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant.
"U.S." means the forty-eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto.

IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement.

Agreed and Accepted by:

Merchant Legal Name
By (authorized signature)
Print Name and Title
Date
Address
City, State Zip
Agreed and Accepted by:

PA YMENTECH, LLC for itself and on behalf of
JPMORGAN CHASE BANK, N.A.

By
Print Name and Title
Date
8181 Communications Pkwy. Bldg. B, Floor 05
Address
Plano Texas 75024
City, State Zip
To Be Completed By Payrnentech, LLC
Merchant Agreement Contract Number is:

Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up V 14254
Select Merchant Processing Agreement_ US_ CR322 _ AUG Rev. August, 2022

INTERNAL PA YMENTECH USE
Merchant Name: Page 14 of 14 Page 193 of 252
Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD J.P.M organ
Appen di x 15
Sample Mer chan t
Services Stateme nt

CHAS E O
TM
Paymentech
Chase Paymentech
PO Box 29534
Phoenix, AZ 85038

ME RCHANT NAME
ATTN: JOHN DOE
12 3 MAIN STREET
ANYWHERE, NY 12 345
Statemen t Summar y
Deposit Amoun t:

Amoun t Transferred:

Char gebacks & Reversals:

Financial Adjustme nts:

Char ges & Fees:
$1 60.00
$40.00
$0.00
$20.00
$1 .43
Merchant Numb er: 000000000000

MER CHANT NAME
Statement Period:
01- Jan- 20XX - 31 -Ja n-20XX
If you have any ques tions regarding your statement, please contact: 1. XXX.XXX.XXXX Th ere are no new messages.

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Post Number Total Deposit
Date of Items
1/ 1 2
1/7 2
1/15 1
1/21 1
1/25 1
Totals 7
*Funded by Chase Paymentech
tBank account number ---0000
Amount
$ 50.00
$ 40.00
$ 20.00
$ 50.00
$ 0.00
$ 16 0.00
tReflects most current bank account number
tAII amounts in US Dollars
Deposit
Adjustments
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$0 .00
Depos it Summ ary
Net Deposits Funded Totals By Card Type
$ 50.00 $ 20.00 MC* $ 20.00
AMEX $ 30.00
$ 40.00 $ 40.00 MC* $0 .00
AMEX $ 0.00
$20.00 $ 20.00 MC* $ 0.00
AMEX $ 0.00
$ 50.00 $ 0.00 MC* $ 0.00
AMEX $ 0.00
$ 0.00 $ 0.00 MC* $ 0.00
AMEX $2 0.00
$ 16 0.00 $ 80.00 MC* $ 20.00
AMEX $ 50.00
If you have any questions regarding your statement, please contact: 1. XXX.XXX.XXXX 0 0
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VISA* $ 20.00 JCB $ 0.00 DEBIT* $ 20.00
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VISA* $ 20.00 JCB $ 30.00 DEBIT* $ 20.00 0,
0 DSCV* $ 20.00 0

Date Depos its
1 /1 $ 20.00
1n $4 0.00
1/ 15 $ 20.00
1/21 $0 .00
Totals $ 80.00
tBank account number **'*'DODD
tReflects most current bank account number
tAJI amounts in US Dollars
Fu nding Summ ary
Char geba cks/ Financial
Reversals Adjus tments
$ 0.00 $ 0.00
$0 .00 $ (20.00)
$ (20.00) $ 0.00
$ 20.00 $ 0.00
$ 0.00 $ (20.00)
If you have any questions regarding your statement, please contact: 1.XXX.XXX.XXXX 0 0
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Cred it Car d Su mmar y
Number Number Of Card of Items Sales Items Credits Total Number Of Items Net Sales
MASTERCARD 1
VISA 1
DIS COVER 1
AMERICAN EXPRESS 2
JCB 1
DEBIT 1
Totals 7
$ 20.00 0
$ 20.00 0
$ 20.00 0
$ 50.00 0
$ 50.00 1
$ 20.00 0
$ 18 0.00 0
$ 0.00
$ 0.00
$ 0.00
$ 0.00
$ (20.00)
$0 .00
$ (20.00)
Tax Information
2 2
7 The Tax ID Numb er we have on recGfd currently matches IRS records. There is no action required on your part at this time.

Please contact 866-81 4-2769 with any questions pertaining to the IRS mandate. tAII amounts in US Dollars
If you have any questions regarding your statement, please contact: 1. XXX.XXX.XXXX $ 20.00
$ 20.00
$ 20.00
$ 50.00
$ 30.00
$ 20.00
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Date
1/ 15
1/21
Ch argebacks
Reversals
Total Chargebacks
Total Reversals
tBank account number ..... 0000
ACS Number
xxxxxxxxxxx
xxxxxxxxxxx
tReflects most current bank account number
tAII amounts in US Dollars
Char geb ack s & Reve rsals
Chargebac k/Rever sal Reason

CREDIT NOT PROCESSED

CREDIT NOT PROCESSED
If you have any questions regarding your statement, please contact: 1. XXX.XXX.XXXX 0 0
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Date Adjustment Description
1/ 7 SUPPLIE S / EQUIPMENT
Total Financial Adjustments
tBank account number ••tt•oooo
tReflects most current bank account number
tAII amounts in US Dollars
Fin ancial Adj ustme nts
If you have any questions regarding your statement, please contact: 1. XXX.XXX.XXXX Items Amount
$20.00
$20.00
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Payment Brand Charges

QUALIFIED CREDIT RATE

NON-QUALIFIED CREDIT RATE
Total Payment Brand Discount Fees
Non-Bankcard Charges
Char ges & Fees
Sales Amount
$ 20.00
$1 0.00

NE TWORK PRE PAID RETAIL DEBIT NETWORK SWITCH FEE

NETWORK REGU LATED FRAUD PER ITEM FEE
Total
Auth Fees
Non-Bankcard Sales Fees

PAYMENT BRAND INTERNE T GATEWAY

PAYMENT BRAND AVS FEE

PAYMENT BRAND VERIF ICATION
Total Auth Fees
Other Fees

VISA ZERO FLOOR LIMIT
Total Other Fees
Total Char ges and Fees
tBank account number -··•oooo
tReflects most current bank account number
tAII amounts in US Dollars
If you have any questions regarding your statement, please contact: 1. XXX.XXX.XXXX Items Rate

1. 92%

3.52%
Item Char ge
$ 0.05
$0 .20
$ 0.25
$ 0.05
$ 0.05
$ 0.10
Amount
Char i:ied*
$ 0.38
$0 .35
$ 0.73
$ 0.05
$ 0.20
$ 0.25
$ 0.25
$ 0.05
$ 0.05
$ 0.35
$ 0.1 0
$ 0.1 0
-
$ 1. 43
• Calculated daily, rounding differences may occur
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Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD Pricing quoted herein is valid for 180 days from the date of this presentation Pro Forma Analysis
October 2023
Prepared for: City of South San Francisco
Service Analysis'
Service Description

ACCOUNT SERVICES
1005 -ACCOUNT MAINTENANCE
1010 - STATEMENT CYCLES
13 04 - ARP PAID ITEM RETURN CREDIT
3499 - POST NO CHECKS MAINTENANCE
7640 - CREDIT POSTED- ELECTRONIC
7641 - DEBIT POSTED - ELECTRONIC
7856 - ADT CASH CNTRN MAINT MASTER
7857 - ADT CASH CNTRN MAINT SUB
8007 • VIRTUAL REFERENCE MAINTENANCE
8008 • VIRTUAL REFERENCE TRANSLATION

AUTOMATED CLEARING HOUSE
2237 • TRANS REVIEW MAINTENANCE
2716 • CREDIT RECEIVED
2717 • DEBIT RECEIVED
2720 • RETURN ITEM
2722 - NOTIFICATION OF CHANGE
2742 - CREDIT ORIGINATED · JPM ACCESS
2744 - DEBIT ORIGINATED - JPM ACCESS
2746 - JPM ACCESS ACH MAINTENANCE
2796 - ADDENDA RECORD ORIGINATED
2809 - NOTIF OF CHANGE - EMAIL
2810- RETURN NOTIFICATION -E MAIL

DEPOSITORY SERVICES
501 - CHECK DEPOSITED-ON US
513 - CHECK DEPOSITED-TRANSIT
541 - REMOTE DEPOSIT CAPTURE ITEM
548 - REMOTE DEPOSIT CAPTURE MAINT
749 - COD DEPOS ITORY CREDIT
1400- CREDITS POSTED
1435 - RETURN ITEM

DISBURSEMENT SERVICES
1321 - CHECK CASHING NON-ACCT HOLDER
2338 -S TOP PAYMENT AUTOMATIC RENEWAL
2370 - CHECK/ DEBIT POSTED
3495 - IMAGE STORAGE PER ITEM
6618 - CHECK INQUIRY MAINTENANCE
6620 - RECON REPORT / STATEMENT MAINT
6625 - EXCEPTION NOTIFICATION - ACCT
6639 - STOP PAYMENT - ELECTRONIC
INT REC & PAY. REPORT
6179- RECE IVABLES MAINT • ONLINE
6187 · LONG TERM STORAGE · CHECK
6188 - LONG TERM STORAGE · DOCUMENT
6844 • RECE IVABLES PRESENTMENT MAINT

JPMORGAN ACCESS
6040 - MONTHLY SERVICE
6041 -A CCOUNTS REPORTED
6044 • TRANSACTIONS REPORTED • 90 DAY
6053 • EXTENDED TRANSACTION DETAIL
8232 • REPORTING EMAIL DELIVERY

LIQUIDITY SERVICES
7849 - INVESTMENT SWEEP -M AINT

OTHER CHARGES AND CREDITS
8810 - RESEARCH ADJUSTMENT DEBIT

OTHER PRODUCT SERVICES
7950 • AVS ACCOUNT VERIFICATION
7951 • AVS ACCOUNT AUTHENTICATION

RECONCILIATION SERVICES
3205 - FULL RECONCILEMENT • PER ITEM
3207 • FULL RECONCILEMENT • MAINT
3228 • PAYEE NAME VERIFICATION
AFP
010000
010307
010101
1500ZZ
010101
01010 0
010020
010021
010040
359999
250000
250201
250200
250302
251070
250101
250100
250000
250120
251070
250400
100220
100224
101310
10 1 300
101310
010101
100400
150501
150412
010100
15 1351
150400
200306
150030
150410
050005
050620
050620
409999
401 000
40044Z
40066Z
40066Z
40044Z
450020
999999
250101
250101
2001 10
200010
150122
J.P.Morgan
ECR Rate: 3.3000%
Uni! Charge For
Number of Units Price Service
5 $5.0000 $25.00
5 $0.0000 $0.00
2 $0.0000 $0.00
3 $0.0000 $0.00
397 $0.1 000 $39.70
•1 30 $0,1 000 $13.00
$25.0000 $25.00
4 $1 0.0000 $40.00
100 $1.0 000 $10 0.00
2 $0.0000 $0.00
3 $6,0000 $1 8.00
292 $0, 1000 $29.20
40 $0.1 000 $4.00
$3.0000 $3.00
1 $4.0000 $4.00
1, 863 $0.0800 $1 49.04
8 $0.0800 $0.64
5 $20.0000 $1 00.00
8 $0.0300 $0.24
1 $1.75 00 $1.75
$1 .5000 $1.5 0
48 $0.1500 $7.20
336 $0.2000 $67.20
174 $0.1 500 $26.10
1 $25.0000 $25.00
19 $0.0000 $0.00
72 $1.0 000 $72.00
1 $1,5 000 $1,50
0 $0.0000 $0.00
15 $2.0000 $30.00
711 $0.0700 $49.77
711 $0,0200 $14.22
2 $7.5000 $1 5.00
2 $0.0000 $0.00
2 $5.0000 $10.00
11 $8,0000 $88,00
2 $1 00.0000 $200.00
281 $0,0300 $8,43
893 $0.0600 $53.58
$30.0000 $30.00
$50,0000 $50.00
5 $1 5,0000 $75.00
1,3 07 $0,1000 $1 30.70
3,932 $0,0000 $0.00
60 $0.8333 $50,00
$0.0000 $0.00
2 $0,0000 $0,00
2 $0. 1500 $0.30
2 $0.1 500 $0.30
711 $0,0500 $35.55
2 $40,0000 $80.00
711 $0.0200 $1 4.22

Docusign Envelope ID: A4FB2E76-1 D58-4C3C-BC08-8A6A5D0788CD 3262 - POSITIVE PAY MAINTENANCE 150030 2 $0.0000 $0.00
3263 - EXCEPTION ITEM 150300 11 $1 .0000 $1 1. 00
3272 - CHECK EXCEPTION RETURN 150320 1 $1 0.0000 $10.00 3291 - OUTPUT FILE 200301 2 $7.0000 $14.00
3386 - IMAGE CAPTURE PER ITEM 1513 51 711 $0.0250 $1 7.78

VAULT SERVICES
1310- VAULT DEPOSIT 100100 56 $1 .5000 $84.00
1459 -VAULT DEPOSIT PER $1 ,000 1001 12 29 $3.7969 $110.11 1471 - VAULT NOTES DEPOSITED 1001 18 2,403 $0.0000 $0.00 1506 - VAULT DEP PARTIAL OR MIXEO BAG 1001 11 1 $7.5000 $7.50 1525 - VAULT DEPOSIT STD COIN BAG 1001 13 35 $2.0000 $70.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1 $5.0000 $5.00

WHOLESALE LOCKBOX
6101 -L OCKBOX-M AINT 050001 $1 50.0000 $150.00
61 15 - NO CHECK ITEM 0501 1M 182 $0.5000 $91.00
61 16- CHECK CLEARING 100212 107 $0.1000 $1 0.70
6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 22 $2.0000 $44.00 6126 - CHECK MICR CAPTURE 050121 107 $0.0250 $2.68
6140 - OOCUMENT IMAGE CAPTURE 05011R 893 $0.1 000 $89.30 6245 - DEPOSIT PREPARATION 050301 21 $2.0000 $42.00
6744 - WHOLESALE ITEM - HC 050100 107 $0.5000 $53.50
WlRE - U.S.
5822 - ELECTRONIC BOOK DEBIT SIT 350120 1 $4.0000 $4.00 5824 - ELECTRONIC FED DEBIT SIT 350100 8 $4.0000 $32.00 5883 - FED TRANSFER FEE 350531 5 $0.0000 $0.00
5886 - BOOK CREDIT 350320 4 $3.0000 $1 2.00
5887 - FED CREDIT SIT 350300 2 $4.0000 $8.00
5888 - FED CREDIT REPAIR 350330 0 $5.0000 $0.00
6408 - ADVICE - NOT CHARGE 359999 9 $0.0000 $0.00
Total Cha,pe for Service• S2.55Ut
.. 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.

Docusign Envelope ID: A4F82E76-1 D58-4C3C-BC08-8A6A5D0788CD City of South San Francisco . Banking SelVices Fee Fonn Use attached June 2023 data from the Deposit, Disbursement, PayroU, Credit Cards, and Lockbox accounts for the lee 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 $18.0 0
CREDIT RECEIVED $29.20
DEBIT RECEIVED $4.00
RETURN ITEM $3.00
NOT/FICA TION OF CHANGE $4.00
CREDIT ORIG/NA TED -JPM ACCESS $149.04
DEBIT OR/GINA TED - JPM ACCESS $0.64
JPM ACCESS ACH MAINTENANCE (Online service) $100.00
ADDENDA RECORD ORIGINATED $0.24
NOT/F OF CHANGE - EMAIL $1.75
RETURN NOTIFICATION - EMAIL $1.50
ELECTRONIC BOOK DEBIT SIT $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 Transmffta/ 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 Reconci/ement - Tab H
CHECK CASHING NON-ACCT HOLDER $0.00
STOP PAYMENT AUTOMATIC 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 - MAINT 80.00
PAYEE NAME VERIFICATION 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 llsted above under Tab F)

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Direct Deposit of Payroll and Payroll Tax Processing • Tab J and K JPM ACCESS ACH MAINTENANCE (fee bsted above under Tab F} CREDIT ORIGINATED (fee Hsted above under Tab F)
Overnight Sweep • Tab L
INVESTMENT SWEEP· MA/NT $0.00
Balance and Detail Reporting • Tab M
MONTHLY SERVICE $50.00
ACCOUNTS REPORTED $75.00
TRANSACTIONS REPORTED • 90 DAY $130.70
EXTENDED TRANSACTION DETAIL $0.00
REPORTING EMAIL DELIVERY 50.00
RECEIVABLES MA/NT - ONLINE $200.00
LONG TERM STORAGE - CHECK $8.43
LONG TERM STORAGE - DOCUMENT $53.58
RECEIVABLES PRESENTMENT MA/NT $30.00
Merchant Services and Bankcard Processing - Tab N
Please see Merchant Service Processing Proposal provided as Tab N Electronic Direct Payment Services • Tab 0
JPM ACCESS ACH MAINTENANCE (fee bsled above under Tab F) CREDIT ORIGINATED (fee listed above under Tab F)
Lockbox Services • Tab P
LOCKBOX. MA/NT $150.00
NO CHECK ITEM $91.00
CHECK CLEARING $10.70
WNLB CREDIT CARD AUTHORIZA T/ON $44.00
CHECK MICR CAPTURE $2.68
DOCUMENT IMAGE CAPTURE $89.30
DEPOSIT PREPARATION $42.00
WHOLESALE ITEM - HC $53.50
Conversion Plan • Tab Q
NIA
Service Enhancements - Tab S
AVS ACCOUNT VERIFICATION $0.30
AVS ACCOUNT AUTHENTICA TION $0.30
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
Total Fees (monthly): $2,556.71
Balance earnings (monthly): $23,068.48
Total MDNTHL Y charges for bank services (difference of two items above): $0.00 Please also see our attached "Proforma Analysis" for a full estimate of costs for services rendered according to June 2023 doto.

Docusign Envelope ID: A4FB2E76 -1 D5B-4C3C-BC 08-8A6A5D0788CD � <IO
ACC>RD CER TIFI CATE OF LIABIL ITY INSUR ANCE I
DATE(MM/00/YYYY)
� 06/03/2024
THIS CERTIFI CATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFI CATE HOLDER. THIS

CERTIFI CATE DOES NOT AFFIR MATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFIC ATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUR ER($), AUTHORIZED REPRESE NTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPOR TANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
Aon Ri sk ser vi ces Northea st , Inc . NAME:
rw"L
New York NY offi ce (AIC. No, Ext):

One Lib erty Pl aza E-MAIL
165 Broadway , suit e 3201 ADDRESS:

New York NY 10006 USA
INSURED INSURER A:

JPMorgan chase & co . INSURER 8: and sub sidia ry , affi lia ted , and associ ated compan ie s ther of INSURERC:
480 Washi ng ton Blv d , Fl oor 10 INSURER D: MAIL CODE- NY1-F014 Je rsey Ci ty NJ 0731 0-1616 USA INSURER E:

INSURER F:

COVERAGES CERTIF ICATE NUMBER: 5701 06025921
(866) 283-7122 I rffc. No.I: 800-363-0105

INSURER(S) AFFORDING COVERAGE
National union Fi re Ins co of Pittsburgh
AIU Insu rance company
REVISION NUMBER:

NAIC#
19445
19399

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IND ICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDI TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFIC ATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJ ECT TO ALL THE TERMS, EXCLUSIONS AND CONDI TIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested '[:'r'� TYPE OF INSURANCE �s"6 'WS'8 POLICY NUMBER ,l.iw'cl'oivWr, ,l.iMltioiv'Wv LIMITS A
A
A
A

X COMMERCIAL GENERAL LIABILITY
:=J CLAIMS-MADE 0 occuR
,-..

X Blankl3t Contractual Liability
GEN'LAGGREGATE LIMIT APPLIES PER:

R
□ PRO-POLICY JECT
OTHER:

AUTOMOBILE LIABILITY
-X ANY AUTO
0L oc
� - SCHEDULED OWNED
- AUTOS ONLY AUTOS

NON-OWNED HREDAUTOS
� ONLY - AUTOS ONLY

X UMBRELLA LIAB
995lt L.l 01>/u ,u,s UD/U-'./£U l'J EACH OCCURRENCE S5 ,0 00 ,0 00 ��,.,Ac,t IV KtNltU $1,0 00 ,0 00 PREMISES tEa occurrence\ MED EXP (Any one person) Excl uded
PERSONAL & ADV INJURY $5,0 00, 000
GENERAL AGGREGATE $50 ,0 00, 000
PRODUCTS - COMP/OP AGG $5 ,0 00, 000
981- 27 -61 06/01/2024 06/01/2 025 COMBINED SINGLE LIMIT $5 ,0 00, 000 !Ea accidentl Al l Other States 981 -2 7-62 06/01/2024 06/01/202 5 BODILY INJURY ( Per person) MA BODILY INJURY (Per accidenl)

PROPERTY DAMAGE
(Per accidentl
BE84772055 06/01/2024 06/01/2 025 EACH OCCURRENCE $15 ,0 00, 000 I� OCCUR
,-.. SIR appl ie s per pol ic y ter ns & condi io ns AGGREGATE $15 ,0 00 ,000 CLAIMS-MADE EXCESS LIAB OED I X !RETENTION GL Retention $15 ,0 00 ,000
B WORKERS COMPENSATION AND WC020396123 06/01/2024 06/01/2025 X I PER STATUTE I IOTH- EMPLOYERS' LIABILITY YIN Al l Other States ER

B ANY PROPRIETOR/ PARTNER/ EXECUTIVE
� WC020396124 06/01/2024 06/01/2 025 E.L. EACH ACCIDENT $1 ,0 00, 000 OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) CA E.L. DISEASE-EA EMPLOYEE $1 ,0 00, 000 i�i'::iit-frg� o
n
:�PERATIONS below E.L. DISEASE-POLICY LIMIT $1 ,0 00, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The in surance mai ntai ned by JP Morgan Chase & co . provi des for the follo wi n 1 coverage enhancements in keepi ng with the terms of
the si gned contrac ts , le ases and/or aireements in pl ace : Bl anket Addit io na In su red where requi red . coverages are Prim ary and Non-co ntri butory where requi red . Bl an et contractual Li abi lit y is in cl uded in the General Li abi lit y. wai ver of subr ogation is in cl uded where requi red . The Landlo rd , Landl or ds Agent (s) , Land lo rds Lender(s) , Ground Less or(s) , vend or(s) , Cl ie nts and any other party as req ui red by the si gned contract , le ase and/or agreement are li sted as add it i onal ins ured as thei r in terests may appear and when appl ic abl e.

CERTIFICATE HOLDER
Evidence of Insu rance for
JP Mor�an Chase & co. and sub sidi ary
affi lia ted and associated compan ie s
the rof , 480 Washi ngton Bl vd. , Fl oor 10
MAIL CODE- NY1- F014
Je rsey Ci ty NJ 0731 0-1616 USA

CANCE LLA TION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
©1988-201 5 ACORD CORPO RATION. All rights reserved.

ACORD 25 (2016 /03) The ACORD name and logo are registered marks of ACORD "'
N 0 <D 0
0 z

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC 08-8A6A5D0788CD AGENCY CUSTOMER ID: 102 43827
LOC #:

ADDIT ION AL REM ARKS SC HEDUL E

AGENCY NAMED INSUREO
Aon Ri sk ser vi ces Northe ast , Inc . JP Mo rgan chase & co .

POLICY NUMBER
see ce rti fi cat e Numbe r: 5701 0602 5921

CARRIER
I

NAIC CODE
see ce rti fi ca te Numbe r: 5701 0602 5921 EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSUR ER(S) AFFORDI NG COVERAGE NAIC #

INSURER

INSURER

INSURER

INSURER
Page _ of _
ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD I certificate form for policy limits.

POLICY POLICY INSR ADDL SUBR POLICY NUMBER EFFECTIVE EXPIRATION LIMITS

LTR TYPE OF INSURANCE INSD WVD DATE DATE
(MM/DD/YYYY) (MM/DD/YYYY)

WORKERS COMPEN SATION
B N/A WCO2O396127 06/01/2 024 06/01/2 025

AZ IL NJ TX
B N/A WCO2O396 125 06/01/2 024 06/01/2 025
WI
B N/A WCO2O396126 06/01/2 024 06/01/2 025
MN
B N/A WCO2O396128 06/01/2 024 06/01/2 025
NY
ACORD 101 (2008/01) @ 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD ACORD
®

CERT IFIC ATE OF LIABI LITY INSUR ANCE I

DATE (MM/DD/YYYY)
�- 02/1 5/2024
THIS CERTIFI CATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFE RS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUR ER(S), AUTHORIZED REPRESENT ATIVE OR PRODUCER, AND THE CERTIFIC ATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INS URED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requir e an endor sement. A statement on this certificate does not confer rights to the certificate holder in lieu of such end orsement(s).

PRODUCER CONTACT
NAME:

DIRECT PLACEMENT PHONE I FAX
/Air .,_ CC�I• /AJC No\:

E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Park Assurance Company 11923
INSURED INSURER S:

JPMorgan Cha se & Co. and all of its subsidiaries INSURER C:
383 Madison Avenue INSURER D:

New York, NY 10179 INSURER E:

INSURER F:

COVERAGES CER TIFICATE NUM BER· REVISION NUMB ER:

THIS IS TO CERTIFY THAT THE POLICIES OF INS URANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDIC ATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIF ICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR
A

TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY
-� CLAIMS-MADE Oo ccuR
,__
t--
t--
GEN'L AGGREGATE LIMIT APPLIES PER:
17 □ PRO-POLICY JECT
OTHER:

AUTOMOBILE LIABILITY

ANY AUTO
- �
DL oc

OWNED SCHEDULED
- AUTOS ONLY - AUTOS

HIRED NON-OWNED
- AUTOS ONLY - AUTOS ONLY

UMBRELLA LIAB
�\ OCCUR -

EXCESS LIAB CLAIMS-MADE
OED I RETENTION $

WORKERS COMPENSATION
AND EMPLOYERS" LIABILITY Y/N

ANYPROPRIETOR/PARTNER/EXECUTIVE
□ OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Bankers Professional Liability
Insurance

ADDL SUBR
,:��Jg�\ /

POLICY EXP
,.,�n wun POLICY NUMBER MM/DD/YYYVI
N/A
144 02/15/2024 02/15/2027
LIMITS
EACH OCCURRENCE $
UAMA�c TO RENTED
PREMISES /Ea occurrencel $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$
C
f

OMBINED SINGLE LIMIT
Ea accident} $
BODILY INJURY (Per person) $
BODILY INJ URY (Per accident) $
I

P,ROPERTY DAMAGE
Per accident) $
$
EACH OCCURRENCE $
AGGREGATE $
$
I
PER I

STATUTE I
OTH-
ER
E.L. EACH ACCIDENT $
E.L. DISEASE • EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
Each Wrongful Act
and in the aggregate
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Errors and Omissions Insurance. Evidence Only.

CERTIFICATE HOLDER CANCELL ATION
$150,000,000

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN JPMorgan Chase & Co. and all of its subsidiaries ACCORDANCE WITH THE POLICY PROVISIONS. c/o Corporate Insurance

AUTHORIZED REPRESENTATIVE
8181 Commu nications Pkwy
r-F
=
Plano, TX 75024
I ---© 19 88-201 5 ACORD CORPORATION. All rights reserved.

ACORD 25 (201 6/03) The ACORD name and logo are registered marks of ACORD Page 208 of 252 Docusign Envelope ID: A4FB2 E76-1 D5B-4C3C-BC08-8A6A5D0788CD

TAXABLE YEAR
■

CALIFORNIA FORM
201 7 Withholdin g Exemption Certificate 590
The payee completes this form and submits it to the withho lding agent. The withholding agent keeps this form with their records.

Withholding Agent lnlormalion
Name
Payee Information
Name 0 SSN or ITIN Ill FEIN O CA Corp no O CA SOS iile no.

J.P . Morgan Chase Bank, , N. A.

Address (apl.lsle .. room, PO box. or PMB no.)
560 Mission Street, 4th Floor
City (If you have a foreign address. see inslruclions.) San Francisc o
Exemption Reason
Check only one box.
1 3 - 4 9 9 4 6 5 0
State ZIP code
CA 9 4 1 0 5
By checking the appropria te box below. the payee certifies the reason f or the exemption from the California inc ome tax withholding requir ements on payment(s) made to the entity or individual. 0 Individuals -. Certifr
f
·c
c
ati
l
o
f
n o_f Res
d
i��;��� at the address shown above. If I become a nonresident at any time, I will promptly 1 am a resrdent o a t ornIa an • 0 0 f T ns
notify the withh olding agent. See in structions for Gener al Information • e in1 10 (21 Corporations: . f b . ·n California at the address shown above or is qualified through the The corporation has a pe rmanent place o us1ness 1 . . . . • t If th· California Secretary of State (SOS) to do
t �us������i�=��r�tii����
r
�����
o
s�::� f�� !n�a�
l
:����b�:;� I
u
;7ij pro�ptly notify
corporati on ceases to have a permanen p ac . . ..
the withholding agent. See instructions for General Information D. Defin1t1ons.

D Partnerships or Limited Liability Companies (LLCs): . . . . . . .

The partnership or LLC has a permanent place of business In Caltfornia at the address shown above or 1s registered With the California SOS, and is subject to the laws of California. The partner ship or LLC will file a California tax return. II the partnership or LLC ceases 10 do any of the above, I will prompUy inform the withholding agent. For withholding purposes, a limited liab ility partnership (LLP) is treated like any other partnersh ip. 0 Tax-Exempt Entities:

The entity is exempt from tax under California Revenue and Taxation Code (R& TC) Section 23701 __ _ (insert letter) or Internal Revenue Code Secti on 501 (c) __ (insert number). If this entity ceases to be exempt from tax. I will promptly notify the withholding agent. Individuals cannot be tax-exempt entities. 0 Insur ance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit-Sharing Plans:

The entity is an insurance company, IRA, or a federally qua lified pension or profit-sharing plan. 0 Cali fornia Trusts:

At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a California fiduciary tax return. If the trustee or nonc ontingent beneficiary becomes a nonresident at any time. I will promptly notify the withholding agent.
0 Estates - Certification of Residency of Deceased Person:

I am the execut or of the above-named person's estate or trust. The decedent was a California resident at the time of death.

The estate will file a California fiduciar y tax return. 0 Nonmil itary Spouse of a Mi litary Servlcemember:

I am a nonmil itary spouse of a militar y servicemember and I meet the Military Spouse Residency Relief Act (MSRRA) requir ements. See inst ructions for General Information E, MSRRA.

CERTI FICATE OF PAYEE: Payee must complete and sign below.

To learn about your privacy rights, how we may use your information , and the consequen ces for not providing the req uested informat ion, go to ftb.ca.gov and search for priv acy notice. To request this notice by mail, call 800.852.57 11.

Under penaltie s of perjury. I declare that I have exj:imined the inf ormation on this form. including accompanyi ng schedul es and statements. and to the best of my knowledge arµ:fbe1ief, it is true, correct, and complete. I further declare un der penalties of perjury that if the facts upon which this form are bas d h r\g�/1 will promptly notify the withholding agent. ■- 706 1173
Telephone (41 5 ) 31 58803
Date 08/02/2017
Form 590 c2 201 6 ■

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD ACCOUNT TE RMS V1 . 7 _02_03_21

INTRODUCTION
This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terms") contains the general terms, conditions and disclosur es for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer and supersedes all previous drafts, discussions and negotiations, whether oral or written, between them in connection with the opening of Accounts and receipt of Services.

References to the "Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the "Customer'' shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are, regardless of their location, referred to as "Accounts". References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to "Service Terms" shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account-related documen tation, including signature cards and application forms (the "Account Documentation'').

The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services.

The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms.

The Account Terms may be supplem ented or amended as set forth in Section 17.6 (Amendments; Supplement: Waivers) herein.

1. Author ized Persons.

1.1 Authorized Persons. The Bank is author ized to rely on any document or designation that identifies a person author ized to act on behalf of the Customer ("Authorized Person'') with respect to the Accounts and Services, until the auth ority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for Authorized Persons in the manner requested by the Bank.

1.2 Authorizations. Each Author ized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is auth orized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoi nt and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or disco unt checks, drafts, bills of exchange, notes and other financial instruments ("Items"); receive materials related to security procedures; and give instructions ("Instructions"), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. VVithout limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction.

1.3 Facsimile Signa tures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is auth orized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit.

1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an "Access Request", and the third party des ignated in such form will be referred to as a "Third Party"). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 I Third Partv Instructions\ below.

Subject to the Third Party's completion of documen tation required by the Bank, the Bank is author ized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation; such revocation shall be effective when the Bank has received such notice and has had a reasonab le opportunity to act upon it.

2. Secu rity Procedur es; Confirmations.

2.1 Secu rity Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from lime to lime, including the procedures set forth herein, and shall be bound by such security procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or PN: 2890303 DOC ID: 1 Page 1 of 43

Docusign Envelope ID: A4FB2E76- 10 5B-4C3C-BC08-8A6A5D0788CD similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions.

The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized.

Secur ity Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authen ticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions.

Security Procedu re for Instructions Received through Electronic Ch annels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank's electronic channels, the Customer's SWIFT BIC codes, or other electronic channels through which the Bank has notified Customer that it will accept Instructions, then Bank may rely on authe ntication procedures established by such electronic channels as the security procedure. Any such In struction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions.

Security Procedure for Third Party Instructions. The security procedures applicable to instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIG codes are associated with the Customer or the Third Party.

2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confinmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail.

Subject to Section 2.1 {Securitv Procedure for Verbal or Written Instructions). the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction.

3. Deposits.

3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and dead lines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Items are handled for collection. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. For purposes of determining when an Item is sent to the Customer, the provision of an image of the Item or information identifying the Item (e.g., Item number, amount, date of Item) is a sufficient substitute for the actual Item.

3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability policy and applicable law. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank; or (ii) in reliance on a transaction which is subsequen tly returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft.

3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit to the relevant Account until it has received final, non-reversible, payment in accordance with applicable law and market practice.

4. Payment of Items.

4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier lime when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination.

4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer's or Authorized Person's obligations.

4.3 Limitations. The Customer shall immedia tely notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or PN: 2890303 DOC ID: 1 Page 2 of 43

Docusign Envelope ID: A4FB2E76-1D5 B-4C3C-BC08-8A6A5D0788CD certification of a post-dated Item. Further, the Customer shall not put any conditi on, restriction, or legend on any Item; and the Bank is not required to comply with any such cond ition, restriction or legend.

4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting, or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful misconduct.

5. Funds Transfer Instructions.

5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. in processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required_ to inquire into the circumstances of any transaction.

5.2 Acting on Instructions. No twithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermed iary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances.

5.3 Incon sistent Name and Nu mber. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary's bank or intermediary bank identified by name.

5.4 Foreign Exchange.
(a) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency (the "Non -Account Currency") other than the currency of the Account (the "Account Currency"), the Bank is author ized to enter into a foreign exchange transaction to sell to the Customer the am ount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non -Account Currency. If the Bank receives a payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the No n-Account Currency.
(b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relevant date.

The Bank may generate additional profit or loss in connection with the Bank's execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion; and (ii) the Bank may manage the associated risks of the Bank's own position in the market in a manner it deem s appropriate without regard to the impact of such activities on the Customer. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. (c) Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased.

5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft is not presented for payment within one hundred eighty (1 80) calendar days after the date of issuance , and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft.

6. In terest; Fees; Taxes.

6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion, subject to any withholding or deduction for tax as required by applicable law (including the Foreign Account Tax Compliance Act ("FATCA")). The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). If the rate applied by the Bank is negative, the Customer may be required to make a negative rate payment, including on non -interest bearing Accounts, which the Bank shall be entitled to collect by debiting the Account.

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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD

6.2 Fees and Taxes.
(a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, includin g transaction, maintenance, balance-deficiency, and service fees and other charges (collectively "Fees''). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes" shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank pursuant to the Account Terms, the Service Terms and any Account Documentation shall be in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a "Deduction") related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall:
(i) ensure that the Deduction is made;
(ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the 'amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and
(iv) deliver to the Bank, within thirty (30) days after ii has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evide ncing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes . In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority.

6.3 Tax Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction.

7. Account Statements.

The Bank will issue Account statements, confirmations, or advices ("Account Statements'') at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (includin g by posting such Account Statement on a Bank website).

8. Overd rafts.

8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal to permit an overdraft, in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise agreed in writing. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balan ce in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice.

8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion.

9. Set Off; Secu rity Interest.

9.1 Set-Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary.

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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD

9.2 Secu rity Interest. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10 . Confidential Informati on; Agents; Consents.

10.1 Confidential Information. "Confidential Information" means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank's breach of this section, information the Bank develops independen tly without the use of Confidential Information, or information the Bank obtains from a third-party that is not reasonab ly known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information. (b) The Customer author izes the Bank and its agents, employees, officers and directors and affiliates to use Confidential Information (i) to provide services to and administer the relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v) to improve and develop products or services, including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory or tax requiremen ts or tax reporting or any industry standard , code of practice, or internal policies or (vii) with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection (b), the Customer author izes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii) to the Bank's professional advisors, auditors or public accountants; (iii) the Bank's subsidiaries, affiliates and branches and their relevant parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank's rights under the Account Documentation; and (v) with the consent of the Customer. (d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank's or Customer's businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or satisfy the legal obligations of the Bank. (e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsour cing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service providers to process or store Confidential Information on its behalf, both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United States of America, India, the Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business.

10.2 Agents. The Bank may appoint or retain any agent (who may be any affiliate of the Bank or any unaffiliated third party) either at the Account location or outside, to perform data processing, collection and/or any other services in connection with the Accounts and Services.

10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Author ized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Accounts or Services.

11. Liabil ity Lim itation; Force Majeure.
11 .1 Liabi lity. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of go odwill), in each case, whether or not foreseeable, even if the Bank, its agents, employees, officers or dir ectors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors.

Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11 .2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage, expense or liability of any nature to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental or other authority, de jure or de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of the other party or its employees), war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunication s failure or malfunction, including· inability to obtain or interruption of comm unications facilities, or failure of any agent or correspondent, or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non-availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable control.

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Docusign Envelope ID: A4FB2E76-1D5B-4C3C-BC08-8A6A5D0788CD 12 . Inde mnity.

The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) (collectively, "Losses") arising out of or resulting from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account Documentation.

Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud.

13. Notices.

13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documen ts may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time. 13 .2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received.

14. Termina tion.

Either the Bank or the Customer may close an Account and/or terminate a Service:
(a) by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate, or (b) immed iately upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party's inability to meet its debts as they become due, receivership, admin istration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any procee ding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable legal, tax or regulatory requirements, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies, provided however, that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice.

The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service, but shall not be precluded from completing a request or Instruction received by it prior to the date of the closure or termination. Any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated , the Bank may issue a cashier's check and send it to the address of the Customer on the Bank's record. 15 . Account Disclosur es.

15.1 Rejection of Funds ; Reversal of Erroneous Postings. (a) The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for do ing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. (b) The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted.

15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regarding the persons auth orized to issue Instructions; (ii) as required by applicable law, legal process affecting the Account, or order of any relevant government regulatory, judicial or tax author ity, including a levy or restraining notice; (iii) the Account is being used as collateral to secure indebtedness to the Bank or its affiliates; (iv) documentation requested by the Bank has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates when due.

15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer acknowledges that dep osits held in a branch of the Bank located outside the United States are not payable in the United PN: 2890303 DOC ID: 1 Page 6 of 43

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross­ border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquid ation of the Bank.

15.4 Comm issions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to lime receive commission, rebate or similar payments from other banks or third parties. 16 . Govern ing Law and Proced ure.

16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obliga tions of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the branch holding 'the relevant Account is located.

16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided , must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim.

16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts and waive any objection to venue or their convenience as a forum. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country, state or province with jurisdiction including, to the extent allowed by law, concurrently in any number of countries, states or provinces.

17. Miscellaneous.

17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control.

17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties' successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obliga tions under the Account Terms, Service Terms or Account Documentation without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring involving the Bank or its business; upon notice to the Customer, and the Customer hereby consents to the same.

17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer.

17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms and any Account Documentation. References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections, Subsections and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa. If any provision of the Account Terms, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term "including" shall in all cases mean "including without limitation" unless otherwise indi cated. The term "affiliates" shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity. The term "applicable laws· or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority.

17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank's policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, admini stered or enforced from time to time by the U.S. government, including those admini stered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.

Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank's opinion, conflict with applicable law or market practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds avail ability. The Bank may direct the Customer (a) to make changes to the activity in the Customer's Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time, and (b) not to use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions.

17.6 Amendmen ts; Supplements; Waivers. All amendme nts must be in writing. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented PN: 2890303 DOC ID: 1 Page 7 of 43

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D 0788CD on notice to the Customer. These amend ments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendm ents or supplements that are required by law may be implemented immediat ely or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Docum entation, Service Terms and any amendments or supplements, as applicable.

The Bank may waive any of provision of these Account Terms, the Account Docum entation or the Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Docume ntation or the Service Terms. The rights and remedies in the Account T erms, the Service Terms and any Account Documen tation are cumu lative and are not exclusive of any other rights or remedies provided by applicable law.

17.7 Waiver of Immun ity. To the extent that the Customer has or hereafter may acquire any immun ity (including sovereign, crown or similar immu nity) for itself or its assets from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgmen t or otherwise), the Customer irrevocably waives and agrees not to claim such immuni ty against the Bank or its affiliates.

17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ("Users'') of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet.

17.9 Recordings. To the extent permitted by applicable law, the Customer acknowledges that the Bank may record and monitor all electronic communic ations (e.g., teleph one and email communication) for the purposes of ensuring compliance with the Bank's legal and regulatory obligations and the Bank's internal policies. The Customer shall notify and obtain their employee's consent to such recording and monitoring where required by applicable law.

17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and market practices of the applicable clearing or settlement systems or payment networks.

17.1 1 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any docum ents or Items relating to the Accounts and Services in a form preserving an image of any such docum ents or Items, including signatures, or a regular business record and discard the original docum ents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equiv alents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the originals.

17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademar ks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (including interviews) or publish any promotional or marketing materials, publicity or press releases, customer listings, testimonials or advertising in relation to the Accounts or Services or the subject matter of these terms and conditions without obtaining the prior written approval of Bank.

17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer:
when the Customer opens an Account, the Bank may ask for the Customer's name, address, date of birth (for natural persons), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any Auth orized Person or signatory on an Account.
lnfonnation. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to lime, inter alia, regarding the Customer's organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial owner(s) of the Customer, the Customer's customers, and their beneficial owners, including relevant natural or legal persons, and the Customer shall procure and furnish the same to the Bank in a timely manner. The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Servi ces. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedur es, as applicable}. The Customer represents and warrants that all such information and/or docu mentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further conditi ons as ii may impose, including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of PN: 2890303 DOC ID: 1 Page 8 of 43

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD I
funds. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions.

If the Customer fails to provide or consent to the provision of any information required by this Section, the Bank may close any Account or suspend or discontinue providing any Service without further notice.

17.14 Cli ck-Thru and Electronic Signatures. The Bank may make Service Terms and Account Documentation available to the Customer via electronic means (including by posting on a Bank website or electronic signature platform). The Bank may request that an Authorized Person "click" or electronically sign to indicate the Customer's approval of such terms. The Customer agrees that the act of "clicking" its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer's acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation. 18 . lnterpleader; Reimbur sement.

18.1 lnterpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer's Accounts, including any dispute: (i) regarding the ownership of or entitlement to the funds; (ii) regarding the persons authorized to issue Instructions or act on behalf of the Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute.

18.2 Reimbur sement. The Customer agrees to reimburse the Bank for any expenses, including its attorneys' fees and costs incurred in connection with the resolution of disputes (including interpleader proceedings) or in connection with the Bank's response to, any legal or regulatory process relating to an Account or the Services.
19 . Provisional Recredit.

In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then. the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft.

PN: 2890303 DOC ID: 1 Page 9 of 43

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD ADDE NDUM TO ACCOUNT TERMS (UN ITED STAT ES OF AMERIC A) V1 .1 3_06_23_23 Accounts maintained by the Customer with the Bank are subject to the Bank's Account Terms. This addendum ("Addendum") amends or supplements the Account Terms with respect to Accounts maintained in the United States of America ("U.S.") and to Services provided in connection with such U.S.

Accounts, regardl ess of the location where Services are provided. Capitalized terms used in this Addendum, and not otherwise defined, have the meanings set forth in the Account Terms. By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by, the Account Terms which includes this Addendum, each as may be amended or supplemented from time to time.

Section 2 of the Account Terms (I nstructions; Security Procedures) is amended by adding the following provision:

2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those expressly agreed by the Customer and the Bank.

Section 3 of the Account Terms (Depo sits) is amended by adding the following provisions:

3.4 Verification: Adjustments. Recei pts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket. Credits for Items received for deposit or collection (whether or not accompanied by a deposit ticket) are subject to verification and the Bank's receipt of final payment of deposited Items. The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies.

3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items in a deposit. The Customer may not receive provisional credit for such Items or, if provisional credit has been given, the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. doll ars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion.

3.6 Endorsements. Endorsement must be placed on the back of Items only in the area within 1. 5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank.

3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for losses related to encoding errors, including any loss due to delay in processing caused by an encoding error.

3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or return cash letters. The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures, endorsements or alterations.

3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means. The Bank has no duty to inspect such Item during the deposit and collection process.

3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applic able deadlines, to the maximum extent permitted by applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks (collectively "Rules & Regulations").

3. 11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the absence of the Bank's express agreement, the Customer will be solely responsible for any loss or claim in connection with its use of substitute checks.

3. 12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a written acknowledgement of the deposit. The Bank's count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss that may be incurred before the Bank verifies the contents of the deposit.

3.13 Remotely Created Checks. If the Customer deposits a remotely created check ("RCC"), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and agai nst any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty.

3.14 Electronically Created Items. The Customer should not deposit electronically created items ("ECls") to its account, as such term is defined in Federal Reserve Regula tion CC. ECls are included in the definition of an Item. If the Customer does deposit an ECI, the Customer authorizes the Bank to debit the Customer's account for any claim, return or adjustment related to the ECI, and the Customer agrees to indemni fy and hold the Bank harmless from and agai nst any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indi rectly from the Customer's deposit of the ECI.

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Docusign Envelope ID: A4FB2E76-10 5B-4C3C-BC08-8A6A5D0788CD

3.15 ATM Cards. The Bank may issue one or more automated teller machine ("ATM") cards ("Cards") and personal identification numbers ("PI Ns") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its sole discretion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immedia tely contact the Bank's A TM call center. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut-off time will be processed on the Bank's next business day.

3.16 Internet Gambling. The Customer agrees not to cond uct any transactions through the Account that are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. The term "unlawful Internet gambling," as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb).

Section 4 of the Account Terms (Payment of Items) is hereby amended by adding the following provisions:

4.5 Cashing Items. The Bank may, in its discretion, cash Items drawn on an Accoun t when presented by the holder. If a holder who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the holder a fee for cashing the Item.

4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or (ii) limits the amoun t for which an Item can be issued, the Customer ackn owledges that any such requirements are solely for the Customer's own internal control purposes. The Customer agrees that, provided that the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding the applicable limit.

4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as Positive Pay and Reverse Positive Pay, which are reason ably designed to prevent payment of unauth orized or altered Items. Customer agrees that failure to use such Services will con stitute Customer negligence contributing to the making of an unauth orized signature or the alteration of an Item, and the Customer will assume the risk that Items paid against its Account may be unauth orized or altered. In that event, the Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, cou nterfeit or other fraudulent Items The Bank shall not be required to re-credit Customer's Account or otherwise have any liability for paying such Items to the extent such Services would likely have prevented such loss.

4.8 Obscured End orsements. The Customer assumes responsib ility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer's: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscure end orsements; or (ii) placement of an endorsement on the back of the Item which obscures other end orsements.

4.9 Negotiation Outside of U.S. If an Item is transferred or negotiated outside of the U.S . and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Rules & Regulations, as if such Item were negotiated or otherwise transferred in the U.S.

4.1 O Stop Payments. A stop payment Instruction from the Customer will be effective with respect to an Item if: (i) the Bank has a reasona ble opportunity to act on such Instruction prior to its payment or encashment, which shall be at least one (1) full Business Day following the Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is complete and is delivered to the location designated by the Bank. For purposes of this Section, "Bu siness Day" means a day on which the Bank is gene rally open for business in the juri sdiction where the Account is maintained. Stop payment Instructions, unless otherwise provided, will be valid for one (1) year and will automati cally renew up to six (6) additional years unless the Bank receives Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other auth orized representative, a non-renewable stop payment, which will be effective for a period of time agreed to by the Bank. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request. The Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce ii.

4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is end orsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneous ly induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsi bility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration or unau thorized signature or endorsement on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon the extent to which their respective failures to exercise ordinary care contributed to the loss. The Bank may process any Item by electronic means and is not requ ired to inspect the Item payed by automated payment processing.

4. 12 Non-Standar d Items. The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of Customer issuing Items that do not meet indus try standards for Items (including, without limitation, any Item printed without magnetic ink character recognition (MICR), any Item which has a MI CR line in a location unacceptable to Bank, or any Item which may be printed on various printing devices that allow size or font to vary).

PN: 2890303 DOC ID: 2 Page 11 of 43

Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD Section 5 of the Account Tenns (Funds Transfer Instructions) is amended by adding the following provisions:

5.4 Foreign Exchange.
(d) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non-Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a) above.

5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to issue a check as agent for the Customer in accordance with the Instruction. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not presented for payment within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account.

5.7 Credit Entries Received Through Automated Clearing House (ACHl System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account.

5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders.

All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer.

5.9 PriorityfTimed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORI TY" in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED" in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order.

For 'TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank's acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer.

5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company LLC ("RTP System'1 will be processed pursuant to the RTP Operating Rules and any other applicable Rules & Regulations, to which the Customer agrees to be bound. If the Customer receives a payment through the RTP System on behalf of another person or entity, such other person or entity must be a resident of, or otherwise domici led in the United States. In the further transmission of any such payments, the Customer agrees to comply with all applicable US laws and regulations, including, without limitation, those administered by the US Office of Foreign Assets Control.

5.1 1 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16 .1, the governing law set forth in Section 16.1 will govern.

Section 6 of the Account Tenns (Interest; Fees; Taxes) is amended by adding the following provisions:

6.4 Earnings Credit Account Analysis.
(1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the "ECR Service") on eligible Accounts. The Bank will calculate a credit (the "Earnings Credit") by applying an earnings credit rate (the "ECR") to all or a portion of the balances held in the eligible Account (the "ECR Balance"). (2) The Bank will apply the Earnin gs Credit calculated for each billing period as an offset (an "ECR Application") against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank's products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the "Charges"). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remain ing after an ECR Application expires imme diately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application. (3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest and, unlike interest, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affiliates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service.

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Docusign Envelope ID: A4FB2E76-1 D5B-4C3C-BC08-8A6A5D0788CD (4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose.
(5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immed iately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that the Bank shall have a reasonable opportunity to act upon any termination request.

Section 7 of the Account Terms (Account Statements) is amended by adding the following provisions:

7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examin ations and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement.
7 .3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauth orized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement ("Errors"). The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirem ents set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the Customer shall be barred from bringing any action against the Bank.

7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six (6) or more months, the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of twelve (12 ) or more months, the Customer may be unable to access the Account until the Customer contacts the Bank.

7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-related information ("Advices") to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging comp onents and conditions that will trigger the transmission of the Advices.

Section 10 of the Account Terms (Agents; Information) is amended by adding the following provision:

10.4 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates, branches or units located in any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affiliates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided.

Section 15 of the Account Terms (Account Disclosur es) is amended by adding the following provisions:

15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub-account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days' notice prior to a withdrawal from a savings account (including a savings sub-account) or an interest-bearing negotiable order of withdrawal account ("NOW Account").
15 .6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account.
15 .7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand depos it checking Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub­ account; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank's books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein.

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