Agenda packet — Concord City Council, October 14, 2025 (part 1 of 5)

1 COUNCILMEMBERS
Carlyn S. Obringer, Mayor
Laura M. Nakamura, Vice Mayor
Dominic D. Aliano
Pablo Benavente
Laura M. Hoffmeister
Civic Center
1950 Parkside Drive
Concord, CA 94519
www.cityofconcord.org
Regular Meeting of the
Concord City Council
Tuesday
October 14, 2025
5:30 p.m. – Open Session Council Chamber
1950 Parkside Drive
and/or various
telephonic/electronic
locations
*IMPORTANT NOTICE ABOUT PUBLIC COMMENTS AND MEETING PARTICIPATION* Members of the public are invited to attend and participate at: Council Chamber, 1950 Parkside Drive, Concord, CA.

Unless a Councilmember is participating in the meeting remotely pursuant to AB 2449, remote public comment will not be accepted. Public comment may be provided in- person or via email, as set forth below. Members of the public desiring to provide comments as a part of the meeting are encouraged to either submit written comments by 3:00 p.m. prior to the meeting or to attend the meeting in person.

HOW TO PARTICIPATE
The public is invited to participate in the City Council meeting using any of the following methods:

1. IN PERSON:
a.Members of the public can provide in-person comments in the Council Chamber.

Members of the public are encouraged, but not required, to fill out a speaker card. The Council Chamber will have seating available for members of the public to attend in person up to full seating capacity.

Please note
5:30 p.m. Meeting
Start
2 2. REMOTE: Remote public comment will not be accepted, except when a Councilmember participates remotely pursuant to AB 2449. At the time of the posting of this agenda, none of the Councilmembers have notified the City Clerk’s Office that they intend to participate remotely pursuant to AB 2449, and therefore no remote public comment will be accepted at the meeting. If, after publication of this agenda and before the meeting begins, any councilmember determines that they will need to participate remotely due to just cause or emergency circumstances under AB 2449, their remote participation will be announced at the outset of the meeting in connection with the Roll Call item. If a Councilmember participates in the meeting remotely pursuant to AB 2449, the public may participate and provide public comment remotely, as follows:
a. Zoom:
https://cityofconcord.zoom.us/j/83598415526?pwd=NG00vfGBTS3tOUBChRqf4LgWGK 7luw.C40fee6COglAYh7a or Zoom Webinar ID: 835 9841 5526 and Passcode: 844560 b.Zoom Phone Numbers. Dial Toll Free: (669) 900-6833 or (346) 348-7799 or (253) 215- 8782.
c.If a Councilmember is participating remotely during the meeting, each period for public comment will be announced, and participants may use the “Raise Hand” feature on Zoom to request to speak. If calling in via Zoom use *9 to raise and lower your hand.

The meeting host will call on you, by name, and promote you to panelist in the webinar so you can be seen via your camera. Please enable your microphone when it is your turn to speak. In order to ensure the orderly administration of the meeting using this method, providing your name is encouraged, but is not required. (If you need instructions on how to use this feature, please contact the City Clerk by 3:00 p.m. of the meeting date at [email protected]).

3. EMAIL:
a.Public comments can also be submitted via email to [email protected]. Please note that emailed comments will not be read aloud by staff. Any public comments received up until 3:00 p.m. of the meeting date will be:

1. distributed to the Council before the meeting,

2. posted online for public inspection at
https://stream.ci.concord.ca.us/OnBaseAgendaOnline/Meetings/Search, and

3. inserted into the meeting record.
b.As emails containing public meeting comments are part of the official record, note that personal contact information may be published if it is included with your email.

4. TO WATCH OR LISTEN ONLY:
a.Watch on TV on Comcast Channel 28, Astound/Wave Channels 29 and 1026, and AT&T U-verse Channel 99
b.Watch the TV broadcast through the City’s website by following THIS LINK c.Watch Live Streaming of the meeting by following THIS LINK d.Join the Zoom webinar by following THIS LINK
3 5. INTERPRETATION OR WRITTEN TRANSLATION:

OPEN SESSION

1. OPENING
Roll Call – Announcements/Consideration and Approval of Requests by Councilmembers to Participate Remote Pursuant to AB 2449.

Pledge of Allegiance – Councilmember Benavente

2. PUBLIC COMMENT PERIOD
This is a 15-minute Public Comment Period for items within the City Council’s subject matter jurisdiction that are not on this agenda. Each speaker will be limited to approximately three minutes.

State law prohibits the City Council from acting at this meeting on any matter raised during the Public Comment Period. Please see “How to Submit Public Comments” above

3. PRESENTATIONS
a. Presentation – to Dr. Ruth Fernandez, Executive Director, First 5 Contra Costa, and Dr. Manuel Fernandez, President and CEO, La Concordia Wellness Center, proclaiming September 15 - October 15, 2025, as "Hispanic Heritage Month" in the City of Concord. Presentation by Mayor Obringer. b. Presentation – to Greg Colley, Multi-Faith Advocates and Communities Taking Initiative for Our Neighbors (ACTION) Coalition and the Interfaith Council of Contra Costa, proclaiming October 19-25, 2025, as "United Against Hate Week" in the City of Concord. Presentation by Mayor Obringer.

1. To access interpretation or written translation during the meeting, please scan the QR Code or click this link:

Para accesar a la traducción durante la reunion, por favor escanee el Código QR o haga clic en el enlace:
https://attend.wordly.ai/join/SYMQ-8840

2. Choose Language and Click Attend
Seleccione su lenguaje y haga clic en asistir

3. Use a headset on your phone for audio or read the transcript on your device.

Use sus auriculares para escuchar el audio o leer la transcipción en el dispositivo.
4 c. Presentation – of awards to the winners of the Youth Environmental Art Competition. Presentation by Mayor Obringer.
d. Presentation – by Colleen Awad, Community Relations Manager, and James Rael, Video Services Coordinator, on Community Media Day celebrated on October 20, 2025. Introduction by Mayor Obringer.

4. ANNOUNCEMENTS
a. Announcing – two (2) openings on Concord's Measure V Oversight Committee for four-year terms ending December 31, 2029, and setting a deadline of Friday, November 14, 2025, at 5 p.m. for applications to be due to the City Clerk. Recommended by the City Clerk.
b. Announcing – a recruitment for the City's representative on the Contra Costa County Iron Horse Corridor (IHC) Management Program Advisory Committee for a two-year term ending January 31, 2027, and setting a deadline for receipt of applications by the City Clerk on Friday, November 14, 2025, at 5 p.m. Recommended by the City Clerk.

5. CITY COUNCIL CONSENT CALENDAR
The public is entitled to address the City Council on items appearing on the Consent Calendar before or during the City Council’s consideration of the Consent Calendar. Adoption of the Consent Calendar may be made by one motion of the City Council, provided that any Councilmember, individual or organization may request removal of an item from the Consent Calendar for separate consideration.

If a request for removal of an item from the Consent Calendar has been received, the Mayor may defer action on the particular item and place the same on the regular agenda for consideration in any order s/he deems appropriate. Please see “How to Submit Public Comments” above. a. Considering – approval of minutes of the September 23, 2025, special and regular meetings and September 30, 2025, special meeting. Recommended by the City Clerk.
b. Considering – the following actions:

1. Approving Amendment No. 2 to the Professional Services Agreement No. 16489 with Swinerton Management Consulting for additional construction management and inspection services in the amount of $161,306.00 (for a new not to exceed amount of $682,723.40) for the Civic Center Roof Replacement (Project No. 2429); and authorizing the City Manager to execute the amendment in a form acceptable to the City Attorney.

2. Approving a new Task Order with Comstock Johnson & Associates (CJA) in the not to exceed amount of $45,291.00, for additional design and construction support for Project No. 2429; and authorizing the City Engineer to execute the Task Order in a form acceptable to the City Attorney. (Liquidated Damage Payments to the City) Recommended by the Director of Community Development.
5 CEQA: Previously determined not to be a project/exempt per CEQA Guidelines Sections 15060(c), 15061(b)(2), 15061(b)(3), 15273, 15378, 15301, 15302, 15304, and/or Public Resources Code Section 21065. c. Considering – approval of a Resolution authorizing the appropriation of various capital projects funds (Funds 400, 401, 490, and 407) to reallocate spending the remaining $25 million 2021 Certificates of Participation (COP) proceeds (Fund 407) to allowable capital projects, to appropriate and reallocate such other funds as necessary or desirable to ensure all COP proceeds are fully expended in accordance with the COP debt covenants and approved project plan. Recommended by the Director of Finance.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Section 15060(c)(2), 15061(b)(3), 15273, and/or 15378.
d. Considering – the following actions for the Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452) located on Galindo Street and Monument Boulevard, from Clayton Road to Detroit Avenue:

1. Award of a construction contract to MCK Services, Inc. in the amount of $2,640,810.15; authorizing staff to utilize the available project contingency for contract change orders up to 15% of the contract amount ($396,121.52); and authorizing the Mayor to execute the contract in a form acceptable to the City Attorney;

2. Approval of Task Order No. 2 with Ghirardelli Associates in the not- to-exceed amount of $298,267.43; authorizing staff to utilize up to a 15% contingency ($38,904.45) to provide construction management, materials testing, and related services; and authorizing the City Engineer to execute the Task Order in a form acceptable to the City Attorney; and

3. Authorizing the City Engineer to accept the improvements upon completion and directing the City Clerk to file a Notice of Completion. (Measure V Fund, State Gas Tax Funds, and Measure Q)
Recommended by the Director of Community Development.

CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c), 15061(b)(3), 15273, 15378, 15301, 15302, 15304, and/or Public Resources Code Section 21065.
e. Considering – adoption of a Resolution authorizing the utilization of the City of South San Francisco’s competitively awarded banking services contract with J.P. Morgan Chase through a cooperative purchasing agreement and authorizing the City Manager to execute all documents necessary and to take such actions as may be necessary or desirable to implement this transition in 6 a form acceptable to the City Attorney. Recommended by the Director of Finance.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Section 15060(c)(2), 15061(b)(3), 15273, and/or 15378
f. Considering – approval of Amendment No. 1 to Task Order No. 1 with Sandis Civil Engineers Surveyors and Planners in the amount of $298,180 for a new not-to-exceed amount of $399,970, for design services for the Sewer Assessment and Replacement – Project 3 (Project No. 2735) in the neighborhoods bound by Willow Pass Road, Concord Boulevard, and Clayton Way; and authorizing the City Engineer to execute the agreement in a form acceptable to the City Attorney. (Sewer Operating, Fund 710; Sewer Capacity Fees, Fund 711) Recommended by the Director of Community Development.

CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c), 15061(b)(3), 15273, 15378, and/or Public Resources Code Section 21065. g. Considering – adoption of a Resolution appropriating grant funding from the California Department of Housing and Community Development’s Accessory Dwelling Unit (ADU) Accelerator Program in the amount of $227,226.08 to issue rebates for the construction of new ADUs and $50,000 for updating Concord’s pre-approved ADU plans (Project No. 2803). Recommended by the Director of Community Development.

CEQA: Exempt/not a project pursuant to Public Resources Code Section 21065, CEQA Guidelines Section 15060(c)(2), 15061(b)(3), 15273, and/or 15378 including subsection (b)(4).

6. CITY COUNCIL CONSIDERATION ITEM
The public is entitled to address the City Council on items appearing on the agenda before or during the City Council’s consideration of that item. Each speaker will be limited to approximately three minutes. Please see “How to Submit Public Comments” above. a. Considering – an update on recent changes to state law that affect the Affirmatively Furthering Fair Housing (AFFH) Overlay Zoning Project and the revised process and timeline for program completion. (NOTICE: This agenda item does not include consideration of potential sites for rezoning, that discussion will occur before the Planning Commission and Council on a later date with new public notice.) Report by Justin Ezell, Assistant City Manager.

CEQA: Not a project/exempt pursuant to CEQA Guidelines Sections 15060(c), 15061(b)(3), 15378, and/or Public Resources Code Section 21065. 7 7. CORRESPONDENCE
Correspondence received at the City Council meeting will be listed here on the Annotated Agenda. a. Letter to Hon. Gavin Newsom, Governor, State of California re: SB 707 - Open Meetings: Meeting and Teleconference Requirements Request for Veto - September 22, 2025
b. Letter to Bay Area Metro Center re: Transit-Oriented Communities (TOC) Policy - October 3, 2025

8. REPORTS AND ANNOUNCEMENTS
Closed Session Announcements
City Manager or Staff Reports
Council Reports
a Announcing – the Mayor’s appointment of two Councilmembers to serve on a Council Ad Hoc Committee established to support the City’s efforts to recruit a new City Manager to replace retiring City Manager Barone. The Ad Hoc Committee will advise staff and the Council in two areas: (1) the process to identify and select a recruiting firm to assist the City in this process, and (2) the process for recruiting a new City Manager. The Ad-Hoc Committee will exist until the Council completes its selection of a recruiting firm and subsequent approval of the recruitment process or until October 13, 2026, whichever comes first.

9. ADJOURNMENT
Next Meeting: Regular Meeting
Date: 10/28/2025 6:30 PM

NOTICE TO THE PUBLIC
There is a 90-day limit for the filing of a challenge in the Superior Court to certain City administrative decisions and orders which require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure §1094.6). Further, if you challenge an action taken by the City Council in court, you may be limited by California law to raising only those issues you or someone else raised in the hearing or in a written correspondence delivered to the City Council prior to or at the hearing.

In accordance with the Americans with Disabilities Act and California Law, it is the policy of the City of Concord to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative 8 format; or if you require other accommodation, please contact the ADA Coordinator Tianjun Cao at (925) 671-3243 or [email protected], at least 24 hours in advance of the meeting. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility.

Youth Environmental Art
Contest

MEREDITH RUPP, PRINCIPAL PLANNER &

KALENA SAPP, CLIMATE FELLOW
OCTOBER 14, 2025
1 3.c

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Goals
The Art Contest aims to increase public engagement on
environmental issues, promote sustainable practices in
Concord by facilitating proper recycling and waste disposal, and beautify our downtown.
2

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Contest Details
•Artists: Ages 5-18 and live or go to
school in Concord
•Eighteen pieces selected by a panel
based on creativity, inclusion of
environmental themes, and capacity
to enhance the aesthetic of our
downtown space
3Artwork by Wren Elementary School students

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4 Artwork will be installed on 18 bins around Todos Santos Plaza

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QR code on Big Bellys will direct
viewers to
https://www.cityofconcord.org/1295/Y
outh-Art-Contest with information on
the project and artists
5

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Timeline/Next Steps
•Art installed first week of November
•Artwork anticipated to be displayed
for 1 year
•Possibility to repeat annually
6Artwork by Hazel, age 12

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Award Ceremony
7

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Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Joelle Fockler, MMC, City Clerk
Prepared by: Monique Robinson, Deputy City Clerk
[email protected]
(925) 671-3295
Subject: Announcing two (2) openings on Concord's Measure V Oversight Committee for four-year terms ending December 31, 2029, and setting a deadline of Friday, November 14, 2025, at 5 p.m. for applications to be due to the City Clerk.

Report in Brief
In accordance with Policy and Procedure No. 89, this announcement initiates a recruitment to fill two positions on the Measure V Oversight Committee for four-year terms ending December 31, 2029, and setting a deadline of Friday, November 14, 2025, at 5 p.m. for applications to be due to the City Clerk. All incumbents may apply for reappointment.

If any seated incumbent does not apply by the application deadline, the application period will be extended by five (5) working days, and the extended submittal deadline of November 21, 2025, will be posted to the City’s website.

Applications will be on the City’s website beginning Wednesday, October 15, 2025.

Recommended Action
Announce two (2) openings on Concord's Measure V Oversight Committee for four-year terms ending December 31, 2029, and setting a deadline of Friday, November 14, 2025, at 5 p.m. for applications to be due to the City Clerk.

4.a4.a4.a

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City Council Agenda Report
Agenda Item No. 4.a
October 14, 2025
Background
The Measure V Oversight Committee consists of five members; at least one representing the business community, at least three residents of the City of Concord, and the fifth member from either category. Members serve four-year terms. The Measure V Oversight Committee fulfills two areas of responsibility of each of the years that the Measure V 1% (one cent) rate use and transaction tax is collected:

1. Review the City’s annual audit report including the Measure V tax revenue and expenditures; and

2. Provide recommendations to the City Council on the use of Measure V revenue.

The Committee produces a report that records the results of its review of the City’s audit and its recommendations for expenditure of the revenue generated from the tax. The report is presented to the Council at a public meeting and is a public record.

Current members/terms overview
Members Term Expires
Brian Beckon December 31, 2025
Brandy Leidgen (Business Representative) December 31, 2025 Janielyn Bayona December 31, 2027
Gregory Grassi December 31, 2027
Michelle Lane December 31, 2027
Vacancy
The commission is seeking two (2) individuals willing to serve a four-year term ending December 31, 2029; one representative from the Concord business community, and one representative from either the Concord business community or a resident of Concord.

Public Contact
The City Council Agenda was posted. The current members will be notified, and a news release will be issued and distributed. The announcement will be televised on the Concord TV Cable Channel 28 (Comcast) and Channel 29 (Wave) Community Bulletin Board. The news release will be posted at the Concord Senior Center, Concord Police Department, the Concord Library, in the City’s agenda display case, on the City’s website, and via social media.

Attachments

1. Policy & Procedure No. 89,Council Appointments to Boards & Commissions

2. Concord Resolution No. 21-4, Measure V Oversight Committee

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1 CITY OF CONCORD

Number:

Authority:

Effective:

Revised:

Reviewed:

Initiating Dept.:
89 Council Motion
12-11-78
4/27/2021
CM

COUNCIL APPOINTMENTS TO BOARDS AND COMMISSIONS

1. P URPOSE
To establish procedures to be used in accepting applications for and making appointments to fill openings on the various Council-appointed Boards and Commissions (Municipal Code, Chapter 2.20).

2. S UBMISSION OF APPLICATIONS

2.1 Applications for Boards or Commissions shall be available on the City’s website.

2.2 The application and description of Boards and Commissions will be made available to Qualified appli-
cants and expiring term Boards and Commissions members. Those seeking reappointment or appoint- ment to a Board or Commission must submit a completed application to the City Clerk by the deadline stated in the notice. If any seated incumbent does not submit an application by the application dead- line, the application period will extend by five (5) working days, and the extended submittal deadline will be posted on the City’s website.

Applications shall be considered active until the applicant has had the opportunity to complete a recruitment and appointment cycle for each position for which they have applied.

2.3 To ensure applicants understand the responsibil ities of the Board/Commission, a statement of respon-
sibility prepared by the liaison will be provided to an applicant at the time of submission of the appli- cation and to the Council Committee to read to each candidate before the interview.

3. N OTIFICATION OF OPENINGS

3.1 The
City Clerk shall schedule City Council agenda items for the announcement of expiring terms of members at least three months prior to expiration dates. Terms for all Boards and Commissions ex- pire as shown on the schedule (Section 6). Expiring terms shall be considered as automatically ex- tended beyond the expiration to the date the City Council makes new appointments.

3.2 The
City Council shall call for new applications, setting a date certain during the months indicated in Section 6 as the closing deadline for the receipt of applications. Public notice of openings, including a statement that incumbents may reapply, shall be made in advance of the closing deadline and interes- ed parties and organizations shall be notified.

3.3 Prior to the closing deadline, the City Clerk in partnership with the staff liaison to the recruiting Board/Commission will review the submitted applications to determine the recruitment resulted in a
sufficient pool of applicants. Should staff determine that the City has not received an adequate pool of applicants, the City Clerk will make a recommendation through the Mayor to announce an extension of the recruitment at the next available regular meeting.

3.4 The City Council or City Council
Committee shall review applications and will conduct interviews with applicants, reserving the right to waive interview process with previously interviewed or incum- bent applicants.

POLICY & PROCEDURE
Attachment 1

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POLICY & PROCEDURE NO. 89

2 3.5 The City Clerk shall schedule a City Council agenda item as indicated in Section 6 to publicly appoint persons to a designated term.

3.6 The City Clerk shall prepare appropriate letters confirming appointments and prepare, for the Mayor's signature, letters to those not appointed.

3.7 In making appointments, the City Council shall make appointments th at result in the influx of new ideas and perspectives while, at the same time, ensuring continuity and expertise.

3.8 No individual shall be appointed to serve as a member on more than one City Board or Commission, unless such dual membership is provided for in Chapter 2.20 of the Municipal Code; however, they may serve as an appointee to an advisory body of an outside agency.

3.9 The City Council may appoint one or more alternates to any Board, Commission, or Committee as provided for in Chapter 2.20 of the Municipal Code.

4. APPOINTMENTS

4.1 Members of a City Board or Commission serve at the pleasure of the City Council. An appointment to a Board or Commission is revocable at any time, without cause, by a majority vote of the City Council. A Council Committee review or recommendation is not required for the Council to consider or take such action.

4.2 In the event openings occur prior to the expiration of a member’s term, the Chair of the appointing Council Committee may review the app licant list if it is no older than 12 months and make a recom- mendation to the full Council of an appointment for the vacant seat. If the Committee Chair does not believe there is an adequate pool from which to select, the Chair may recommend to the full Co uncil that the Council call for a recruitment to obtain new applications to fill the unexpired term.

5. ATTENDANCE

5.1 Any member of a City Board or Commission who absents him/herself from three consecutive meet- ings without being excused will be deemed to have resigned his/her office, and the City Council may appoint a new member to serve in the place of such absent member. The City Council shall make the ultimate determination of whether the absence was excused.

5.2 Should the Board or Commission member have three unexcused absences within a fiscal year, staff is to provide pertinent information to the City Clerk who will notify the member of his resignation.

6. SCHEDULE

6.1 A formal recruitment will occur on odd-numbered years, or when an interim vacancy occurs.

Board or Commission
Announce
Openings
1st available Council
Meeting in
Deadline for
Applications: 30
days
following
announcement
City Council
Appointments
1st available
Meeting in
Terms
Begin
Terms
Expire
Bicycle and Pedestrian
Advisory Committee
November January February March 1 February 28
Board of Appeals November January February March 1 February 28 Planning Commission November January February March 1 February 28 Personnel Board November January February March 1 February 28

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POLICY & PROCEDURE NO. 89

3 Board or Commission
Announce
Openings
1st available Council
Meeting in
Deadline for
Applications: 30
days
following
announcement
City Council
Appointments
1st available
Meeting in
Terms
Begin
Terms
Expire
Design Review Board November January February March 1 February 28 Parks, Recreation & Open
Space Commission March May June July 1 June 30
Community Services
Commission March May June July 1 June 30
Concord Pleasant Hill Health
Care District Grant
Committee
March May June July 1 June 30
Commission on Aging March May June July 1 June 30
Measure V Oversight
Committee
October November December January 1 December 31
Concord Pavilion Outreach
Committee
November January February March 1 February 28
Youth Members on the Parks, Recrea-
tion & Open Space Commission
Appointed annually by the Parks,
Recreation & Open Space Commission

6. 2 Scheduling may be operationally adjusted by the City Clerk.

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Attachment 2

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Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Joelle Fockler, MMC, City Clerk
Prepared by: Moniqe Robinson, Deputy City Clerk
[email protected]
(925) 671-3295
Subject: Announcing a recruitment for the City's representative on the Contra Costa County Iron Horse Corridor (IHC) Management Program Advisory Committee for a two-year term ending
January 31, 2027, and setting a deadling for receipt of applications by the City Clerk on Friday, Novemeber 14, 2025, at 5 p.m.

Report in Brief
This announcement initiates a recruitment to fill the opening for the City’s representative on the Contra Costa County Iron Horse Corridor (IHC) Management Program Advisory Committee for a two-year term ending January 31, 2027, and setting a deadline of Friday, November 14, 2025, at 5 p.m. for applications to be due to the City Clerk.

Applications will be on the City’s website beginning Wednesday, October 15, 2025.

Recommended Action
Announce an opening for the City’s representative on the Contra Costa County Iron Horse Corridor (IHC) Management Program Advisory Committee for a two-year term ending January 31, 2027, and setting a deadline for receipt of applications to the City Clerk on Friday, November 14, 2025, at 5 p.m.

4.b4.b

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City Council Agenda Report
Agenda Item No. 4.b
October 14, 2025
Background
The Iron Horse Corridor Management Program Advisory Committee was authorized by the Board of Supervisors on July 22, 1997, to assist Contra Costa County in developing a management program for the Iron Horse Corridor. The Corridor extends approximately 18 miles from near Mayette Avenue in Concord to the Alameda County line.

The Board of Supervisors directed that the Advisory Committee participate in the development of the management program, and that the management program would include the following six elements: 1) mapping of existing and committed uses within the right-of-way, 2) inventory of all existing license agreements, easements, contracts and conditions for uses within the right-of-way, 3) establishment of criteria and standards to ensure the continued operation of the right-of-way as a joint use facility, 4) landscaping program consistent with existing and committed uses, 5) public information program and 6) funding mechanisms to cover program costs, including installation and maintenance of landscaping.

On October 17, 2000, the Board of Supervisors expanded the Advisory Committee’s role to continue to work on implementing and monitoring the Landscape Element of the Management Program and to assist in completion of the Joint Use Criteria and Standards, Public Information and Finance Elements of the Management Program.

The Advisory Committee includes seats for one representative from each jurisdiction or unincorporated community along the corridor (Alamo, City of Concord, City of San Ramon, Town of Danville, City of Walnut Creek, and City of Pleasant Hill); a District II seat; a District IV seat; and a seat for the East Bay Regional Park District.

Public Contact
The City Council Agenda was posted. A news release will be issued and distributed.

The announcement will be televised on the Concord TV Cable Channel 28 (Comcast), Channels 29 and 1026 (Astound/Wave), and Channel 99 (AT&T U-verse) community Bulletin Board. The news release will be posted at the Concord Senior Center, Concord Police Department, the Concord Library, in the City’s agenda display case, on the City’s website, and via social media.

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City Council Agenda Report
Agenda Item No. 4.b
October 14, 2025
Attachment

1. Iron Horse Corridor Management Program Advisory Committee Bylaws

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Bylaws
Iron Horse Corridor Management Program Advisory Committee

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IRON HORSE CORRIDOR MANAGEMENT PROGRAM ADVISORY

COMMITTEE
BYLAWS
Adopted September 11, 2001
Revised May 27, 2003
Revised April 27, 2012
Revised January 25, 2013

1. PURPOSE
The Iron Horse Corridor Management Program Advisory Committee was authorized by the Board of Supervisors on July 22, 1997, to assist Contra Costa County in developing a management program for the former Southern Pacific Railroad right-of-way known as the Iron Horse Corridor. The Corridor extends approximately 18 miles from near Mayette Avenue in Concord to the Alameda County line.

The Board of Supervisors directed that the Advisory Committee participate in the development of the management program, and that the management program would include the following six elements: 1) mapping of existing and committed uses within the right-of-way, 2) inventory of all existing license agreements, easements, contracts and conditions for uses within the right-of- way, 3) establishment of criteria and standards to ensure the continued operation of the right-of- way as a joint use facility, 4) landscaping program consistent with existing and committed uses, 5) public information program and 6) funding mechanisms to cover program costs, including installation and maintena
nce of landscaping.

2. COMMITTEE MEMBERSHIP

2.a Structure of committee
The Advisory Committee includes seats for one representative from each jurisdiction or unincorporated community along the corridor (Alamo, City of Concord, City of San Ramon, Town of Danville, City of Walnut Creek, and City of Pleasant Hill); a District II seat; a District IV seat; and a seat for the East Bay Regional Park District.

2.b Manner of appointment
The District II and District IV members of the Contra Costa County Board of Supervisors recommend appointments which require approval of the full Board of Supervisors except for the seat held by the East Bay Regional Park Dist
rict, which appoints its own representative.

Attachment 1

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Bylaws
Iron Horse Corridor Management Program Advisory Committee

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2.c Duration of terms

Initial appointments to the Advisory Committee were made without any duration of terms.

Under these bylaws, all seats will be two-year seats, with staggered terms such that half of the seats will expire one year, the other half will expire the next year, and so on.

Effective February 1, 2002, five of the nine seats will begin their new two-year terms starting on that date. Appointments will be made by the Supervisors in January 2002 for these new two- year terms, or at the discretion of the Supervisors.

2.d Alternate members

Advisory Committee members may request the appropriate Supervisor appoint an alternate for them, for the purpose of attending meetings when the regular member cannot. Such appointment of alternates is optional.

Each regular member may recommend a specific person to be their alternate, and make this recommendation to the appropriate Supervisor for appointment.

2.e Relinquishing a seat

If a regular or alternate member of the Advisory Committee chooses to relinquish their seat, they shall communicate this in a letter to the Supervisor who appointed them. Steps then will be taken by the Supervisor’s office to appoint a replacement.

3. COMMITTEE OFFICERS

The Advisory Committee shall have a Chair and Vice Chair. Staff may serve as Secretary.

The Chair and Vice Chair shall be elected by the Advisory Committee.

At the first meeting of calendar year 2002, both officers will be elected for a one-year term. The terms of office shall extend from the first meeting of one year to the first meeting of the next year.

3.a Chair’s responsibilities

The chair shall run meetings and work with County staff in developing the agenda for each meeting. The chair also may represent the Advisory Committee either in person or in writing, relative to other planning efforts that may relate to the work of the Advisory Committee in assisting with management of the Iron Horse Corridor.

3.b Vice Chair

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Iron Horse Corridor Management Program Advisory Committee

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The vice chair shall perform the duties of chair when the chair is unavailable to perform those duties.

3.c Secretary

The secretary will take notes for the “record of meeting”, an abbreviated form of minutes which records the action taken on each agenda item. The “record of meeting” is included in the agenda packet for the following meeting, when the Advisory Committee is asked to approve it or recommend revisions to it (per the Contra Costa County Better Government Ordinance).

Upon completion of the “record of meeting” after each meeting, the secretary shall transmit a copy to the chair and a copy to the staff person for review and editing as needed.

3.d Temporary appointments

In the absence of both the chair and vice chair, the Advisory Committee shall elect a member to serve as temporary chair for that meeting.

4. QUORUM

At least five (5) members must be present to have a meeting and conduct Advisory Committee business. Alternates who are attending in place of a regular member are counted as members for purposes of constituting a quorum.

5. VOTING

5.a Basic voting

Each committee member gets one vote.

5.b Voting by alternate members

If an alternate member is attending in place of a regular member, the alternate has a vote.

If a regular member is present and their alternate chooses to attend the meeting as well, the alternate cannot vote. In such cases the alternate attends as a member of the public.

5.c Majority vote

As long as a quorum is present, an item can be passed by the affirmative votes of a majority of those present at the meeting.

5.d Preparing an item for a vote

Before an item can be voted on, there must be a motion and a second. The motion should state the desired action clearly and concisely. Any member may make a motion or second a motion.

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Iron Horse Corridor Management Program Advisory Committee

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Following the motion and second, the chair may allow questions or further discussion if the chair believes this will help the Advisory Committee in making its decision about the item.

The chair shall then call for a vote. All votes will be taken by voice vote.

6. CONDUCT OF MEETINGS

6.a Open meetings

All meetings shall be open to the public and duly noticed in advance, in accordance with the Brown Act and the Contra Costa County Better Government Ordinance.

All meetings shall be held in facilities that meet the accessibility requirements of the Americans with Disabilities Act.

All agendas shall include Agenda Item 2, “Public Comment,” during which members of the public may raise issues that are not on the agenda. The chair shall inform any public member wishing to speak that they must limit their comments to two minutes or less. Staff shall keep time.

If issues are raised during Agenda Item 2, “Public Comment,” the Advisory Committee cannot take any action on the issue. The Advisory Committee may choose to place the issue on a future agenda. This action may be taken by consensus without a formal vote. The Advisory Committee may choose not to place the item on a future agenda, if the Committee believes it is not necessary to agendize the item.

6.b Conduct of discussion at meetings

Discussion of each agenda item will be conducted among the Advisory Committee members first, then by members of the public. The chair has the discretion to invite public comment earlier if the chair believes it will help inform the committee discussions.

The chair has the responsibility to ensure that the discussion stays focused on the agenda item at hand. The chair shall intervene when discussion strays from the agenda item.

Staff has the responsibility to assist the chair in keeping the discussion focused. Staff also may intervene when the discussion strays from the agenda item.

All committee members are expected to keep their remarks focused on the agenda item at hand, as a courtesy to others and to ensure efficient conduct of meetings.

7. SCHEDULE OF MEETINGS

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The Advisory Committee will meet at least quarterly and more frequently at times, depending on need and availability of staff.

At the close of each meeting, the Advisory Committee and staff shall schedule the next meeting, or review the next meeting date if it already has been set.

8. PREPARATION AND DISTRIBUTION OF AGENDAS

8.a Developing the agenda for the next meeting

Agendas will be developed in consultation between the chair and staff. Prior to developing the full agenda packet, staff will submit a draft agenda to the chair for review. Changes may be made based on subsequent discussions between the chair and staff.

Staff is responsible for preparing and distributing the full agenda packets, which include the final agenda and relevant background or supporting material. Agenda packets also shall include copies of any correspondence received that is relevant and necessary for the committee to complete its adopted work program (see Item 9, Adoption of Work Program).

If some background or supporting material is unavailable in time for the distribution of the agenda packets, staff may bring this material to the meeting in the form of handouts.

8.b Requesting an item be placed on the agenda for a future meeting

There are two ways in which committee members may request an item be placed on the agenda for a future meeting – the request may be made during a meeting, or it may be made between meetings, using the following procedures. All requests must use one of these two procedures, as described in 8.b.1 and 8.b.2.

8.b.1 Making the request during a meeting

If a committee member wishes to request that an item be placed on a future agenda, he or she may make this request during Agenda Item 2, “Public Comment”, after members of the public have had the opportunity to speak.

The chair also may entertain such requests at other appropriate times during the meeting.

When such requests are made, the Advisory Committee may place the item on a future agenda by consensus, without taking a formal vote.

The Advisory Committee has the discretion to choose not to agendize the item if they believe the item is not relevant to the committee’s adopted work program (see Item 9, Adoption of Work Program).

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8.b.2 Making the request between meetings

Between meetings, a committee member may request an item be placed on a future agenda by contacting both the chair and staff in writing, sending the same communication to both parties.

Electronic mail is acceptable for such requests.

The chair and staff will discuss the request and jointly determine whether to place the item on the agenda for the next meeting, or another meeting further in the future, or not to agendize the item at all. The chair and staff will make this determination based on their views as to the relevance and timeliness of the issue as dictated by the adopted work program.

9. ADOPTION OF WORK PROGRAM

The Advisory Committee shall adopt a work program that describes the tasks to be accomplished, the sequence of these tasks, and the timeframe for completing them.

The work program shall be reviewed and updated at least annually, and more frequently when staff or the Advisory Committee believes it is necessary to do so.

10. AMENDMENT OF BY-LAWS

These by-laws may be amended at any meeting of the Advisory Committee by a simple majority vote (five votes), provided that the proposed amendment has been included in the agenda packet in advance of the meeting and an opportunity for discussion is provided at the meeting.

11. COMMITTEE MEMBERS’ ATTENDANCE AT MEETINGS

Members of the Committee are required to be diligent and prompt in attending meetings.

Members shall serve without compensation.

When a member or his/her alternate cannot attend a regular or special meeting, the member shall notify the Committee Chair or staff either verbally, in writing or by e-mail at least 24 hours prior to the meeting time. Three absences from regularly scheduled meetings by a member during any twelve-month period shall require the Committee to consider whether to request the appropriate Supervisor declare the member’s seat vacant and appoint a new member in his or her place.

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SPECIAL MEETING OF THE

CONCORD CITY COUNCIL

CITY COUNCIL CONFERENCE ROOM
1950 PARKSIDE DRIVE, WING A

CONCORD, CALIFORNIA
TUESDAY, SEPTEMBER 23, 2025
The Concord City Council met in a special meeting in the City Council Conference Room, located at 1950 Parkside Drive, Wing A, Concord, California at 6:00 p.m. on Tuesday, September 23, 2025, with Mayor Obringer presiding and all Councilmembers present. Minutes follow in abbreviated form per Resolution 3361 and Council Minutes of September 26, 1966.

No public comment was received.

The meeting was recessed and immediately reconvened in a closed session on CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION Government Code Section 54956.9(d)(1) Name of case: Rachna Sharma v. City of Concord, et al. Superior Court of California, County of Contra Costa, Case No. C24-01804

ADJOURNMENT
By order of the Mayor, the meeting was adjourned on September 23, 2025, at 6:10 p.m.

CARLYN S. OBRINGER
MAYOR

JOELLE FOCKLER, MMC

CITY CLERK

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REGULAR MEETING OF THE

CONCORD CITY COUNCIL

CITY COUNCIL CHAMBER
1950 PARKSIDE DRIVE

CONCORD, CALIFORNIA AND VARIOUS

TELEPHONIC/ELECTRONIC LOCATIONS
TUESDAY, SEPTEMBER 23, 2025
The Concord City Council met in a regular meeting in the Council Chamber, located at 1950 Parkside Drive and via various telephonic/electronic locations at 6:30 p.m. on Tuesday, September 23, 2025, with Mayor Obringer presiding. The pledge of allegiance was led by Vice Mayor Nakamura.

Minutes follow in abbreviated form per Resolution 3361 and Council Minutes of September 26, 1966.

ROLL CALL
COUNCILMEMBERS PRESENT: Dominic Aliano, Pablo Benavente, Laura Hoffmeister, Laura Nakamura, Carlyn Obringer
STAFF PRESENT: Justin Ezell, Assistant City Manager; Thomas Capriola, Senior Assistant City Attorney; Joelle Fockler, City Clerk; Monique Robinson, Deputy City Clerk; Greg Taylor, Director of
Information Technology; Mindy Gentry, Director of Community Development; Mark Bustillos, Chief of Police; Aaron Sage, Planning Manager; Frank Abejo, Principal Planner; Aaron Elias, Transportation Program Manager II

MEMBERS OF THE PUBLIC
WHO ADDRESSED THE COUNCIL: Gail Van Tassell, Concord Historical Society; Sean Wilson, Office of Assemblymember Anamarie Avila Farias; Linda
Meneken, Concord

PUBLIC COMMENT PERIOD
Gail Van Tassell, President, Concord Historical Society, announced an open house on October 6, 2025, at the Concord Heritage Center.

Sean Wilson, Office of Assemblymember Anamarie Avila Farias, introduced himself and shared upcoming events.

Linda Meneken, Concord, spoke about Fall Prevention Awareness Week.

CITY COUNCIL CONSENT CALENDAR
No public comment was received.

APPROVE MINUTES – September 9, 2025, Regular Meeting
A motion was made by Benavente and seconded by Hoffmeister to approve the minutes of the September 9, 2025, Regular meeting. The motion passed by unanimous vote of the Council.

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City Council Minutes September 23, 2025
2 ADOPT ORDINANCE NO. 25-7 – Speed Limits Established
A motion was made by Benavente and seconded by Hoffmeister to adopt No. 25-7 entitled " An Ordinance Amending Concord Municipal Code Title 10 (Traffic and Vehicles), Chapter 10.20 (Operation of Vehicles), Article IV (Special Speed Zones), Section 10.20.080 (Speed Limits Established) Approving Speed Limit Changes in Accordance with the Findings of Engineering and Traffic Surveys on Various Streets throughout the City of Concord." Ordinance No. 25-7 was introduced on August 26, 2025, by reading of the title only and waiving further reading. The motion passed by unanimous vote of the Council.

ADOPT RESOLUTION NO. 25-42 - Consolidated Annual Performance and Evaluation Report (CAPER) Fiscal Year 2024/25
A motion was made by Benavente and seconded by Hoffmeister to adopt Resolution No. 25-42 entitled, “A Resolution Accepting the Fiscal Year 2024/25 Consolidated Annual Performance and Evaluation Report (CAPER) and Authorizing the City Manager or Designee to Submit, on behalf of the City of Concord, the CAPER, Consistent with the Program Rules which Govern the Community Development Block Grant (CDBG) Program as Required by the U.S. Department of Housing and Urban Development (HUD).” The motion passed by unanimous vote of the Council.

CITY COUNCIL CONSIDERATION ITEM

RECEIVE TWO-YEAR UPDATE ON IMPLEMENTATION OF THE OBJECTIVE SESIGN STANDARDS (ODS)
Frank Abejo, Principal Planner, presented the staff report.

No public comment was received.

A motion was made by Hoffmeister and seconded by Benavente to direct staff to add applying the Objective Design Standards to SB 9 projects by including standards for new single-family construction that would also apply to SB 9 projects to the scope of work for the previously created Ad Hoc Committee that has not met yet for a period of up to one year (Hoffmeister/Obringer). The motion passed by unanimous vote of the Council.

CORRESPONDENCE
a. Agenda Item No. 3.b – Benched Correspondence
b. Agenda Item No. 4.a – Objective Design Standards Two-Year Update PowerPoint Presentation c. Correspondence received at the meeting from Gail Van Tassell d. Correspondence received at the meeting from Linda Menken e. Correspondence received at the meeting from Councilmember Hoffmeister

COUNCIL REPORTS
Councilmembers shared information on events and activities in which they had participated since the last meeting and commented on items of interest.

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City Council Minutes September 23, 2025
3 Councilmember Hoffmeister reported out on the Affirmatively Furthering Fair Housing (AFFH) Ad Hoc Committee’s (Hoffmeister/Nakamura) progress and the changes in the AFFH process post AB 130/SB 131. It was the consensus of the City Council to agendize discussion on changes and next steps at a future City Council meeting.

ADJOURNMENT
By order of the Mayor, the meeting was adjourned on September 23, 2025, at 7:50 p.m.

CARLYN S. OBRINGER
MAYOR

JOELLE FOCKLER, MMC

CITY CLERK

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SPECIAL MEETING OF THE

CONCORD CITY COUNCIL

CITY COUNCIL CONFERENCE ROOM
1950 PARKSIDE DRIVE, WING A

CONCORD, CALIFORNIA
TUESDAY, SEPTEMBER 30, 2025
The Concord City Council met in a special meeting in the City Council Conference Room, located at 1950 Parkside Drive, Wing A, Concord, California at 5:30 p.m. on Tuesday, September 30, 2025, with Mayor Obringer presiding and all Councilmembers present. Minutes follow in abbreviated form per Resolution 3361 and Council Minutes of September 26, 1966.

Written public comment was received from John Ebert.

The meeting was recessed and immediately reconvened in a closed session on PUBLIC EMPLOYEE PERFORMANCE EVALUATION Government Code Section 54957 Title: City Attorney; PUBLIC EMPLOYEE PERFORMANCE EVALUATION Government Code Section 54957 Title: City Manager; PUBLIC EMPLOYEE APPOINTMENT Government Code Section 54957 Title: City Manager

ADJOURNMENT
By order of the Mayor, the meeting was adjourned on September 30, 2025, at 8:22 p.m.

CARLYN S. OBRINGER
MAYOR

JOELLE FOCKLER, MMC

CITY CLERK

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Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Mindy Gentry, Director of Community Development Carlton Thompson, PE, City Engineer
Bruce Davis, PE, CIP Manager
Prepared by: Kevin Wheat, PE, Associate Civil Engineer
[email protected]
(925) 671-3422
Subject: Considering the following actions:

1. Approving Amendment No. 2 to the Professional Services Agreement No. 16489 with Swinerton Management
Consulting for additional construction management and
inspection services in the amount of $161,306.00 (for a new not to exceed amount of $682,723.40) for the Civic Center Roof Replacement (Project No. 2429); and authorizing the City Manager to execute the amendment in a form
acceptable to the City Attorney.

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City Council Agenda Report
Agenda Item No. 5.b
October 14, 2025
Report in Brief
Construction on the Civic Center Roof Project (City Project No. 2429) was completed in March 2025. A Professional Services Agreement (PSA) amendment is required with the project’s construction management consultant (Swinerton) as well as a new Task Order with the design architect (CJA) because the delay led to additional costs incurred by both Swinerton and CJA during the delay period as well as during construction last year.

City staff has deducted payment from the Contractor (liquidated damages) due to missing the required completion date, and the amount deducted from the Contractor’s pay covers the cost of PSA amendment and new Task Order.

Civic Center Roof Replacement Project improvements included replacement of the flat and sloped roof systems of the Civic Center buildings, including Wings A, C, D, and the Council Chamber. Work involved installation of new insulation, waterproof roof system, underlayment, synthetic shakes mimicking original redwood shakes of the original Civic Center building, as well as replacement of the gutter, roof drains, downspouts, redwood fascia trim, and all benches in the Civic Center courtyard.

Recommended Action

1. Approve Amendment No. 2 to the Professional Services Agreement with Swinerton Management Consulting for additional construction management and inspection services in the amount of $161,306.00 (a new not to exceed amount of $682,723.40) for the Civic Center Roof Replacement (Project No. 2429); and authorizing the City Manager to execute the amendment in a form acceptable to the City Attorney.

2. Approve a new Task Order with Comstock Johnson & Associates (CJA) in the not to exceed amount of $45,291, for additional design and construction support; and authorize the City Engineer to execute the Task Order in a form acceptable to the City Attorney..

3. Make the CEQA determinations as provided in this report.

Background
On June 11, 2024, City Council authorized the execution of a construction contract in the total amount of $4,742,124.00 with Stronger Building Services (Contractor) to complete Project No. 2429; and authorized staff to utilize the available project contingency for contract change orders up to 10% of the contract amount. At the same meeting, Amendment No. 1 was approved for the Professional Services Agreement with Swinerton, adding $229,196.00 to their existing contract; creating a new not to exceed amount of $521,426.40 to provide additional construction management and inspection services needed for Project No. 2429.

Work on the roof project was fully complete by the Contractor in late March 2025.

However, the Contractor has yet to provide the City the required 1-year warranty bond.

Therefore, formally accepting the project and filing a Notice of Completion is on hold

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City Council Agenda Report
Agenda Item No. 5.b
October 14, 2025
until the warranty is received. The City has received all roof manufacturer warranties for the installed roof materials.

Analysis
The original final completion date for the Contractor to complete all work was December 6, 2024. Work on the project was not fully completed until March 2025. As a result of the Contractor’s delay in completing the work, the City deducted a total of $207,350.97 in liquidated damages from the Contractor’s latest payment (processed in April 2025).

Funding for the PSA amendment and Task Order described this staff report (Swinerton and CJA) are covered by this deduction, at no extra cost to the City.

Amendment No. 2 with Swinerton in the amount of $161,306.00 is required in order to pay outstanding invoices related to the additional four months that it took the Contractor to complete the project. During this extended period, Swinerton assisted the City with additional construction management and inspections that included full time onsite management, necessary overtime, and preparation of additional documentation for obtaining roofing material warranties. Swinerton has also continued to assist the City in attempting to obtain closeout documentation from the Contractor.

A new Task Order with CJA in the amount of $45,291.00 is required in order to pay outstanding invoices related to the additional three months of construction support. The payment also includes additional structural engineering work that was required due to unforeseen conditions below the roof deck on all three Wings at Civic Center for the re- installation of HVAC equipment on the roof. Last, this payment includes reviewing new duct work for Wing C, as the existing duct work was unusable.

Financial Impact
The construction contract was completed with a final contract amount of $5,089,166.63, which is within the original construction contract and the approved 10% contingency.

The total remaining budget for this project at the time of preparing this staff report is $965,314.49, which accounts for the deduction taken from the Contractor’s most recent payment. There is sufficient budget in the project to execute the PSA amendment and Task Order, and no budget transfers are required. As stated previously, the costs for both are covered by the deductions from the Contractor’s pay. The project was funded by General Fund (Fund 400), Measure Q (Fund 401), and Building Maintenance (Fund 630).

Environmental Determination
Pursuant to the California Environmental Quality Act (CEQA) of 1970, Public Resources Code Section 21000, et. Seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”), the City Council previously determined in March 2023 and August 2024, as part of its review and approval that award of the construction management contract was not a “project” within the meaning of Public Resources Code Section 21065, 14 Cal Code Regs. Section

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City Council Agenda Report
Agenda Item No. 5.b
October 14, 2025
15060(c)(2) or 15378, as it will not result in a direct or reasonably foreseeable indirect physical change in the environment. Even if approval of the contract amendment did constitute a project under CEQA, the approval of the contract amendment falls within the “common sense” exemption set forth in 14 Cal. Code Regs. Sections 15061(b)(2) and 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.”, In the alternative, was determined to exempt under CEQA Guidelines Sections 15301 – Existing Facilities, 15302 – Replacement and Reconstruction, and 15304 – Minor Alterations to Land, as the project involved replacement of roof materials, minor sidewalk reconstruction, and minor landscaping restoration work. No unusual circumstances exist and none of the exceptions under CEQA Guidelines Section 15300.2 applies.

An amendment to a construction management PSA without changes in the scope of work and a new design Task Order are subject to the same exemptions. Accordingly, no further environmental review is required.

This determination reflects the City’s independent judgement and analysis. The Notice of Exemption for this project was originally filed with the County on April 5, 2023.

Public Contact
The City Council Agenda was posted.

Attachments

1. Project Location Map

2. Amendment No. 2 to Swinerton PSA & Exhibit B

3. Task Order with CJA & Exhibit A

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ATTACHMENT 1 – PROJECT LOCATION MAP

CIVIC CENTER ROOF REPLACEMENT PROJECT
CITY PROJECT NO. 2429

COUNCIL

CHAMBERS

WING A
WING D
WING C

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SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
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28 This Second Amendment to Professional Services Agreement (“Second Amendment”) is entered into on this date,
October 7, 2025, and amends the Professional Services Agreement, Agreement No. 6036, between the City of Concord (“CITY”) and Swinerton Management & Consulting, 2001 Clayton Road, 7 th Floor, Concord Ca 94520 (“CONSULTANT”) and the First Amendment to Professional Services Agreement, Agreement No. 3302-A.

WHEREAS, the CITY and CONSULTANT entered into a Professional Services Agreement, Agreement No. 6036, dated October 13, 2022, (the “Agreement”), wherein CONSULTANT agreed to provide consulting services for Civic Center Roof Replacement, PJ 2429.

WHEREAS, the parties executed the First Amendment to Professional Services Agreement (“First Amendment”) on August 6, 2024 to extend the term of the Agreement.

WHEREAS, under the First Amendment, the Agreement provides that the Agreement shall expire on June 30, 2026.

WHEREAS, under Section 5 “AMENDMENT TO AGREEMENT” the Agreement provides that Agreement may be amended by the parties subject to consent and in accordance with the CITY’S Municipal Code.

WHEREAS, the parties hereto desire to amend the agreement to provide for additional compensation in the amount of $161,306.00 for additional design services, for a total contract amount of $682,732.40;
NOW THEREFORE, in consideration of the promises and conditions set forth in the Agreement, the parties mutually desire to amend the Agreement as follows:

1. The first two sentences of Section 3 “PAYMENT” are hereby amended to read as follows:

The compensation to be paid to CONSULTANT including payment for professional services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A (of original Agreement) and Exhibit A (of First Amendment). However, in no event shall the amount CITY pays CONSULTANT exceed Six Hundred Eighty Two Thousand, Seven Hundred Thirty Two Dollars and Forty Cents ($682,732.40) for the term of this Agreement.

Attachment 2

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28 2. Except as expressly amended herein, all other terms and conditions of the Professional Services Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment on the date indicated above.

Dated: ___________ CONSULTANT

BY: ________________________
Jeffrey S. Gee, Vice President, Principal in Charge
[email protected]

Dated: ___________ CITY OF CONCORD

By: _________________________
Valerie J. Barone
City Manager

APPROVED AS TO FORM: ATTEST:

____________________________ ____________________________________ Susanne Brown Joelle Fockler, MMC
City Attorney City Clerk

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28 FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date: ________________

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 2024/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $682,732.40. ($521,426.40 previously encumbered, requesting an additional $161,306.00)
Account Code: 400-9500-C999-74250 400-2429-117-74250

Finance Director's Signature

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Exhibit B

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28 TASK ORDER
TASK ORDER NO: 7
PROJECT NAME: Civic Center Roof Repair, Project No. 2429 RELATED TO MASTER AGREEMENT WITH: Comstock Johnson Architects, Inc., MSA 6799 This Task Order is made and entered into this October 14, 2025, the City of Concord, hereinafter referred to as CITY, and Comstock Johnson Architects, Inc., hereinafter referred to as CONSULTANT.

Whereas, the parties hereto entered into a Master Agreement dated July 1, 2024 for a not-to-exceed total amount of $300,000.00 per fiscal year from the effective date of July 1, 2024 through June 30, 2026, to provide professional services as needed for various capital improvement projects; and Whereas, CITY desires CONSULTANT to perform certain tasks as hereinafter described for: Civic Center Roof Repair, Project No. 2429.

Now, therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties agree as follows:

SECTION 1 - SCOPE OF SERVICES
CONSULTANT will provide Design Services for Civic Center Roof Repair, Project No. 2429 per Exhibit A, a proposal from Comstock Johnson Architects, Inc., dated July 12, 2024, attached hereto and made a part hereof.

SECTION 2 – STAFFING AND ORGANIZATION
CONSULTANT will provide staff technically appropriate for this project.

SECTION 3 - COMPENSATION
CONSULTANT shall be compensated on a time-and-materials basis for Design services not to exceed $45,291.00 as rendered under Section 1 of this Agreement. Compensation shall be in accordance with the terms and conditions indicated therein.

CONSULTANT may submit monthly statements for basic and additional services rendered. It is intended that payments to CONSULTANT will be made by CITY within thirty (30) days of receipt of invoice.

SECTION 4 – TASK ORDER SUMMARY

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28 In Witness whereof, the parties have executed this Task Order No. TO # 7 the day and year written above.

Signatures on the following page
Task Order
No.

Date
Approved
Purchase
Order No.
$ Amount
Fiscal Year
24/25
$ Amount
Fiscal Year
25/26
Account Code
1 July 9, 2024 20987 $6,935.00 4019500C999-74500
4012393113-74500
2 July 17, 2024 20995 $18,395.00 4509500C999-74500
4502776113-74500
3 September
12, 2024
21001 5,800.00 4079500C999-74550
4072661113-74550
4 October 2,
2024
21022 $16,225.00 401-9500-C999-74550
401-2479-113-74550
5 April 8, 2025 21247 $59,824.50
$59,824.50
401-9500-C999-74500
401-2553-113-74500
407-9500-C999-74500
407-2571-113-74500
6 May 6, 2025 21308 $42,642.00 450-9500-C999-74500
450-2778-113-74500
7 October 14,
2025
TBD $45,291.00 401-9500-C999-74500
401-2429-113-74500
Grand total, all task orders including this task order #7 $209,646.00 $45,291.00 Master Agreement dated 7/1/2024, term
through 6/30/2026.
$300,000.00
per fiscal year

Page 12 of 13 ends

3 1
2 3
4 5
6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 CONSULTANT CITY OF CONCORD
By: ____________________________________ By: ____________________________________ Name: Kevin Wilcox
Title: Principal Architect
Email: [email protected]
Name: Carlton Thompson
Title: City Engineer
APPROVED AS TO FORM:
____________________________
ATTEST:
_______________________________________
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date: _______________________, 2025

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 25/26 TO PAY ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT TO THE SUM OF UP TO $45,291.00.

ACCOUNT CODE:
401-9500-C999-74500
401-2429-113-74500
_________________________________

FINANCE DIRECTOR'S SIGNATURE

Page 13 of 13 ends

Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Margaret L. O'Brien, Director of Finance
Prepared by: Suzanne McDonald, Controller
[email protected]
(925) 671-3136
Subject: Considering approval of a Resolution authorizing the appropriation of various capital projects funds (Funds 400, 401, 490, and 407) to reallocate spending the remaining $25 million 2021 Certificates of Participation (COP) proceeds (Fund 407) to allowable capital projects, to appropriate and reallocate such other funds as necessary or desirable to ensure all COP proceeds are fully expended in accordance with the COP debt covenants and approved project plan.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Section 15060(c)(2), 15061(b)(3), 15273, and/or 15378.

Report in Brief
The City Council is requested to approve the transfer and appropriation of various funds (Funds 400, 401, 407 and 490) to reallocate the remaining appropriated but unspent $25 million from the 2021 Certificates of Participation (COP) proceeds (Fund 407) for eligible projects, consistent with the 2021 COP debt covenants and approved project plan. This action would also authorize the City Manager to make subsequent transfers, as needed, between similar or like projects, provided such adjustments remain in compliance with the 2021 Certificates of Participation Financing Plan.

The budget transfer and appropriation of $25,000,000 of 2021 COP proceeds (Fund 407) will be offset by the appropriation of $25,000,000 in various other funds (Funds

5.c5.c

Page 1 of 10 ends

City Council Agenda Report
Agenda Item No. 5.c
October 14, 2025
400, 401, and 490). Once complete all projects will remain funded and the City will have complied with the requirements to timely spend the remaining COP proceeds. These changes do not impact the funding levels or timing of the involved Capital projects.

Recommended Action
Adopt a resolution authorizing the appropriation of various Capital Projects Funds (Funds 400, 401, 490, and 407) to reallocate spending the remaining $25 million 2021 Certificates of Participation (COP) proceeds (Fund 407) to allowable capital projects, to appropriate and reallocate such other funds as necessary or desirable to ensure all COP proceeds are fully expended in accordance with the COP debt covenants and approved project plan.

Background
In 2021 the City of Concord (City) raised $114.3 million from the sale of Certificates of Deposits. These proceeds were deposited into Fund 407 and to the funds were used to finance the cost of capital improvements throughout the City, consisting primarily of roadway improvements and roadway reconstruction. This funding was generated through a tax-exempt debt issuance that bears a total borrowing cost of 1.88% and repayment terms of 20 years. The Council’s goal in pursuing this financing was to speed up investment in roadways by front loading improvements rather than awaiting accrual of revenues through the recently adopted by voters Measure V, a local use and transaction tax. This approach allowed projects to proceed quickly and avoided the escalating construction costs.

To ensure spending compliance with the COP debt covenants, staff is requesting budget transfers to reallocate spending from various infrastructure projects that meet compliance with the 2021 Certificates of Participation Financing Plan. None of these changes impact the funding levels or timing of the involved Capital projects.

Analysis
The requested authority would move expenses already paid from Fund 400 (General Fund CIP), Fund 401 (Measure Q CIP), and Fund 490 (Measure V CIP) to the 2021 COP Fund (Fund 407). This will fully utilize all the 2021 COPs, as required by the debt covenants.

Re-allocating costs out of Funds 400, 401, and 490 will create additional budget capacity within those funds. Projects originally assigned to Fund 407 will then be shifted into these newly available funding sources, ensuring that all projects remain fully funded without interruption.

Financial Impact
The budget transfer and appropriation of $25,000,000 of 2021 COP proceeds (Fund 407) will be offset by the appropriation of $25,000,000 in various other funds (Funds

Page 2 of 10 ends

Environmental Determination
This activity does not constitute a “project” and/or is exempt from environmental review pursuant to Public Resources Code Section 21065, California Environmental Quality Act (CEQA )Guidelines Sections 15060(c)(2), and/or 15378 because there is no potential that it will result in a direct or reasonably foreseeable indirect physical change in the environment, and/or 15273 because it involves government funding/fiscal activities.

Even if the activity does comprise a project for CEQA analysis, it falls within the “common sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” Public Contact
The City Council Agenda was posted.

Attachment

1. Resolution authorizing appropriation with Exhibits A and B

Page 3 of 10 ends

Res No. 25-XX 1

BEFORE THE CITY COUNCIL OF THE CITY OF CONCORD

COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
Resolution Authorizing the Appropriation of Various
Capital Projects Funds (Funds 400, 401, 490, and 407)
to Reallocate Spending the Remaining $25 million
2021 Certificates of Participation (COP) Proceeds
(Fund 407) to Allowable Capital Projects, to
Appropriate and Reallocate such other Funds as
Necessary or Desirable to Ensure all COP Proceeds
are Fully Expended in Accordance with the COP
Debt Covenants and Approved Project Plan
Resolution No. 25-XX
/
WHEREAS, the City Manager has recommended amendments to allocations of 2021 Certificates of Participation (COP) proceeds (Fund 407) and various other funds (Funds 400, 401, and 490); and
WHEREAS, the City Manager seeks authority to reallocate funds as indicated on Exhibits A and B, and to appropriate reallocate such other funds as necessary or desirable to ensure all COP funds are fully expended in accordance with the COP debt covenants and approved project plan.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CONCORD DOES RESOLVE AS FOLLOWS:

Section 1. This activity does not constitute a “project” and/or is exempt from environmental review pursuant to Public Resources Code Section 21065, California Environmental Quality Act (CEQA )Guidelines Sections 15060(c)(2), and/or 15378 because there is no potential that it will result in a direct or reasonably foreseeable indirect physical change in the environment, and/or 15273 because it involves government funding/fiscal activities. Even if the activity does comprise a project for CEQA analysis, it falls within the “common sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” Section 2. Authorized the City Manager to appropriate and reallocate various capital projects funds (Funds 400, 401, 490, and 407) to allowable capital projects as indicated in Exhibits A and B hereto.

Attachment 1

Page 4 of 10 ends

Res No. 25-XX 2
Section 3. Authorizes the City Manager to appropriate and reallocate such other funds as necessary or desirable to ensure all COP funds are fully expended in accordance with the COP debt covenants and approved project plan
Section 4. This resolution shall become effective immediately upon its passage and adoption.

PASSED AND ADOPTED by the City Council of the City of Concord on October 14, 2025, by the following vote:

AYES: Councilmembers -
NOES: Councilmembers -
ABSTAIN: Councilmembers -
ABSENT: Councilmembers -
I HEREBY CERTIFY that the foregoing Resolution No. 25-XX was duly and regularly adopted at a regular meeting of the City Council of the City of Concord on October 14, 2025.

Joelle Fockler, MMC
City Clerk
APPROVED AS TO FORM:

Susanne Meyer Brown
City Attorney
Attachment:

Exhibit A - List of Projects with Infrastructure Costs Available to be Reclassed to Fund 407 Exhibit B – List of Fund 407 Projects to be Spent Using Reallocation of Costs Already Incurred in Funds 400, 401, or 490

Page 5 of 10 ends

Res No. 25-XX 3
Exhibit A - List of Projects with Infrastructure Costs Available to be Reclassed to Fund 407 Project Number Project Name
2085 Commerce Avenue Pavement Rehab
2311 Street Legends & Markings Replacement
2332 FY15-16 Pavement Maint Zone 4
2354 Farm Bureau Phase2 Wren-Walnut
2371 Citywide Bridge Repair Program II
2372 Park System Immediate Needs
2378 MQ Pave Maint Pro 7 Zone 1 &2
2379 MQ Pave Rep Pro 8 Zone 1 &2
2384 Street Median Turf Conv
2385 Park and Median Smart Irrigation
2386 Willow Pass Park Restroom & Co
2387 Playground Replacement Program
2388 Concord Community Pool Deck Re
2393 Trim Replace Civic & WP Rec
2423 Oak Grove Rd Pavement Rehab Ph
2424 Downtown Corridors Bike/Ped
2426 FY18 Citywide Access Imp No.5
2429 Civic Center Roof & Trim
2435 Comm Pool Plaster Replace
2441 Salvio Street Bikeway Improvements
2443 Pavement Maintenance - Zone 3
2444 Pavement Maintenance – Zone 4
2445 Monument Blvd Improvements
2448 Citywide Accessibility Imp #6
2449 Willow Pass Repave & 6th
2452 Galindo St Pavement Rehab
2455 Monument Boulevard Class I
2458 Citywide Arterial & Collector
2459 Pavement Rehab -Denkinger Rd
2462 Replace Controller Cabinet VDS
2479 Police Dep HQ Roof
2481 Centre Concord Foundation Stab
2493 Citywide Traffic System Upgrade
2507 Rewiring PD Building
2516 Pavement Maint Zn 1B
2517 Pavement Maint Zone 2
2518 Civic Center Greening
2525 Grant/East Pavement Rehab
2526 Pavement Maintenance Zone 5
2527 Citywide Arterial/Collector 2
2535 Parks - Deferred Maint Ph 1
2547 Clayton Rd Traffic Op Imp
2552 CITYWIDE ON-CALL PAVING
2553 PD Chillers/HVAC
2557 Oak Grove Rd Pavement Rehab #
2561 Pavement Maint Zone 3B
2562 Pavement Maint Zone 4Q

Page 6 of 10 ends

Res No. 25-XX 4
Project Number Project Name
2563 Pavement Maint Zone 5L
2564 Council Chamber HVAC Replacement
2572 Willow Pass Road Cycle Track
2574 Citywide Traffic Sys Upgrade 2
2575 Protected Left Turn Phasing
2584 Local Roadway Safety Plan
2586 Community Pool Crack Repair
2593 Citywide Pothole & Base Repair
2595 Diamond Blvd Bridge Repair
2601 Bailey Rd Crossing Enhancements
2602 Citywide Accessibility No. 9
2603 Citywide Accessibility No. 10
2608 Pavement Maint - Zones 5C & 5D
2611 Pavement Maint Zn 2H&Q
2612 Pavement Maint 3I
2613 Pavement Maint Zone 4L
2621 Pavement Maint Zn 5M&N & PC
2622 Pavement Maint Zn 4C
2623 Pavement Maintenance Zone 3N
2624 Pavement Maintenance Zone 2O
2626 Pavement Maint Zn 2L & PC Hwy
2627 Council Chambers ADA Upgrades
2647 Community Pool Bulkhead
2648 Transportation Offices
2653 PD Generator & Xfer Switch
2659 Corp Yard Admin Roof
2664 Blenheim Way Storm Drain Imp
2688 Todos Santos Fountain Repairs
2689 County Paving/Concord Ave
2695 Street Lighting and Safety Imp
2725 Citywide Accessibility No. 11
2732 Storm Drain Master Plan
2751 Citywide Tennis Court Maint
2763 Concord Parking Garage Elevator
2765 DF Pacheco Adobe Restoration
2771 Baldwin Dance Studio Reconfigure
2781 Oak Grove Fiber from YVHS to Mon

Page 7 of 10 ends

Res No. 25-XX 5
Exhibit B – List of Fund 407 Projects to be Spent Using Reallocation of Costs Already Incurred in Funds 400, 401, or 490
Project
Number Project Name
2157 Arterial Pavement Overlay Holdin
2377 ADA Transition Plan Update
2424 Downtown Corridors Bike/Ped
2429 Civic Center Roof & Trim
2449 WP Road Repaving SR2T
2452 Galindo St Pavement Rehab
2462 Replace Controller Cabinet VDS
2463 Install Countdown Ped Signal
2464 Traffic Safety & Calming
2493 Citywide Traffic System Upgrade
2516 Pavement Maint Zn 1B
2519 Citywide Accessibility No. 8
2525 GRANT/EAST ST PAVEMENT REHAB
2526 Pavement Maintenance Zone 5
2527 Citywide Arterial & Collector 2
2528 MV Pavement Rehab 9
2538 WP Rd Signal Upgrade
2547 Clayton Rd Traffic Op Imp
2556 Citywide Pothole & Base Repair
2557 Oak Grove Rd Pavement Rehab #
2558 Ellis Lake Park Regrading Stud
2559 Treat Blvd Pavement Rehab
2562 Pavement Maint Zone 4Q
2564 Council Chamber HVAC Replacement
2565 Civic Center Wooden Benches
2566 Arterial/Collector LED Streetlight
2567 PW Citywide Pothole & Base Rep
2568 Willow Pass Rec Center Exterior
2569 Library Roof Replacement
2571 PD Air Handlers Replacement
2573 Innovative Transportation Solu
2574 Citywide Traffic Sys Upgrade 2
2575 Protected Left Turn Phasing
2578 Monument Blvd Traffic Op Imp
2579 Clayton Rd Traffic Op Imp 2
2581 Monument Blvd Pavement Rehab
2582 Meadow Ln/Market St Paving
2593 Citywide Pothole and Base Repa
2595 Diamond Blvd Bridge Repair
2598 Concord Blvd Sewer/Streetscape

Page 8 of 10 ends

Res No. 25-XX 6
Project
Number Project Name
2601 Bailey Rd Crossing Enhancements
2602 Citywide Accessibility No 9
2604 Cowell Rd Pothole Base Repair
2606 Pavement Maint Zn 1G & Ayers
2607 Pavement Maintenance - Zone 4O
2608 Pavement Maint - Zones 5C & 5D
2609 Clayton Road Pavement Rehab
2613 Pavement Maint Zone 4L
2614 Pavement Maint Zn 1M
2615 Alberta Way Pavement Maint
2616 Citywide Arterial/Coll Maint 3
2617 Court Ln & Joan Ave Bike Imp
2618 Pavement Maint Zn 1E&F
2621 Pavement Maint Zn 5M&H
2622 Pavement Maint Zn 4C
2624 Pavement Maintenance Zone 2O
2625 Pavement Maintenance Zone 1I
2626 Pavement Maint Zn 2L & PC Hwy
2627 Council Chambers ADA Upgrades
2634 Willow Pass Park Ped Xing
2635 Meadow Homes Restroom Replacement
2637 Contra Costa Blvd PH Imp
2644 WP Community Center Interior
2646 Centre Concord Replacement Car
2648 Transportation Offices
2649 Citywide Streetlight Upgrade
2651 Citywide Traffic Signal LED
2654 Baldwin Park Sr Ctr Paint
2656 Treat Blvd Fiber
2657 Sr Ctr Boiler Replacement
2658 Salvio/Colfax Garage Lighting
2659 Corp Yard Admin Roof
2661 WP Recreation HVAC
2662 Corp Yard Slurry & Restripe
2665 Citywide Battery Backup
2666 Citywide Sidewalk Repair Program
2693 Library Improvements Grant
2696 RRFB Crosswalks Enhancement
2708 Civic Center Moat Restoration
2712 ST Elem School Xing Imp
2717 Village Rd/Cowell Rd Crossing
2718 Concord Comm Park Solar repair

Page 9 of 10 ends

Res No. 25-XX 7
Project
Number Project Name
2725 Citywide Accessibility No. 11
2736 Street Maintenance 1
2737 Street Maintenance 2
2741 Residential Pavement Maint 1
2756 Citywide Irrigation Pump Repla
2771 Baldwin Dance Studio Reconfigure
2773 Rec Facilities & Pool Key Card

Page 10 of 10 ends

Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Mindy Gentry, PE, Director of Community Development Carlton Thompson, PE, City Engineer
Bruce Davis, PE, CIP Manager
Prepared by: Justine Gee, PE, Associate Civil Engineer
[email protected]
(925) 671-3284
Subject: Considering the following actions for the Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452) located on Galindo Street and Monument Boulevard, from Clayton Road to Detroit Avenue:

1. Award of a construction contract to MCK Services, Inc. in the amount of $2,640,810.15; authorizing staff to utilize the available project contingency for contract change orders up to 15% of the contract amount ($396,121.52); and authorize the Mayor to execute the contract in a form acceptable to the City Attorney;

2. Approval of Task Order No. 2 with Ghirardelli Associates in the not-to-exceed amount of $298,267.43; authorizing staff to utilize up to a 15% contingency ($38,904.45) to provide construction management, materials testing, and related services; and authorizing the City Engineer to execute the Task Order in a form acceptable to the City Attorney; and

3. Authorizing the City Engineer to accept the improvements upon completion and directing the City Clerk to file a Notice of Completion. (Measure V Fund, State Gas Tax Funds, and
Measure Q)

5.d5.d5.d5.d5.d5.d

Page 1 of 22 ends

City Council Agenda Report
Agenda Item No. 5.d
October 14, 2025
CEQA: Not a project/exempt per CEQA Guidelines Sections 15060(c), 15061(b)(3), 15273, 15378, 15301, 15302, 15304, and/or Public Resources Code Section 21065.

Report in Brief
The first phase of the Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452) (Project) will involve pavement rehabilitation on Galindo Street and Monument Boulevard, from Clayton Road to Detroit Avenue, which is the subject of this staff report. Along with pavement rehabilitation, the Project includes minor sidewalk and curb and gutter repairs, and striping (Attachment 1). The second phase of the project, which is not part of this project and would go before the City Council for contract award in the future, includes installation of a Class 1 shared bike lane and pedestrian path on Galindo Street from Salvio Street to Clayton Road.

The Project has been designed, competitively bid, and is set for construction contract award. If the award is approved by City Council (Council), construction is expected to begin in October 2025 and be completed by January 2026, weather permitting.

Construction management, inspection, and materials testing services for the Project are necessary to ensure work by the contractor is performed and completed in a manner satisfactory to the Project contract documents and the City of Concord (City).

Recommended Action

1. Award a construction contract in the amount $2,640,810.15 to MCK Services, Inc. and authorize staff to utilize the available project contingency for contract change orders up to 15% of the contract amount for the Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452); and authorize the Mayor to execute the contract in a form acceptable to the City Attorney.

2. Approve Task Order No. 2 with Ghiradelli Associates in the not-to-exceed amount of $298,267.43; authorize staff to utilize up to a 15% contingency ($38,904.45) to provide construction management, material testing, and related services; authorize the City Engineer to execute the agreement in a form acceptable to the City Attorney.

3. Authorize the City Engineer to accept the improvements upon completion of Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452) and direct the City Clerk to file a Notice of Completion.

4. Make the CEQA determinations as provided in this staff report.

Page 2 of 22 ends

City Council Agenda Report
Agenda Item No. 5.d
October 14, 2025
Background
On June 1, 2021, City Council approved the proposed Five-Year Pavement Expenditure Plan, which included Galindo Street / Monument Boulevard Pavement Rehabilitation (Project No. 2452).

On June 28, 2022, City Council adopted the 2-year Capital Budget for Fiscal Years 2022-23 and 2023-24, which included funding for the design and construction of the Project.

On April 25, 2023, City Council accepted and appropriated Metropolitan Transportation Commission (MTC)’s One Bay Area Grant 3 (OBAG 3) funding for the Galindo Street Multimodal Corridor Project. The Galindo Street Multimodal Corridor Project proposes to construct a new Class I shared bicycle and pedestrian path on the east side of the roadway on Galindo Street, from Salvio Street to Clayton Road.

On September 11, 2024, the Project’s proposed layout and striping was presented to the City’s Bicycle and Pedestrian Advisory Committee (BPAC). BPAC was supportive of the design.

On November 6, 2024, the City held an in-person, open house community meeting on the Project. Three community members attended. There were no major questions from the community members on the Project.

On June 25, 2024, City Council adopted the 2-Year Capital Budget for Fiscal Years 2024-25 and 2025-26, which included additional funding for the construction of the Project.

The construction award for this phase of the Project will only involve pavement rehabilitation for the portion of Galindo Street and Monument Boulevard, from Clayton Road to Detroit Avenue, which includes the re-grading of the Galindo Street and Cowell Road intersection. The remainder or second phase of the project on Galindo Street, from Salvio Street to Clayton Road, which is tied to the OBAG 3 funding, is still in design and is under review by Caltrans. The construction for the second phase of the project would be before Council at a later date for construction award and is anticipated to begin construction in the spring of 2026.

Analysis/Procurement Process
The Project will perform pavement rehabilitation on Galindo Street and Monument Boulevard, from Clayton Road to Detroit Avenue. Construction is anticipated to begin in October 2025 and be completed in January of 2026, weather permitting.

Construction Contract
The Project was advertised for construction bids as required by state law and City policy with the Engineer’s Estimate for the total bid at $4,100,000. Nine bids were received

Page 3 of 22 ends

City Council Agenda Report
Agenda Item No. 5.d
October 14, 2025
and opened on September 4, 2025, with amounts ranging from $2,640,810.15 to $3,974,045.15. The low bid came in 35% lower than the Engineer’s Estimate, because unit costs for the individual bid items were lower than projected based on the previous year’s pricing. The low bid price per ton of asphalt was approximately 31% lower, which is the primary construction cost of this project. This low bid price is likely due to the large amount of asphalt required for the project, the contractor’s ability to leverage lower pricing on materials due to the quantities that will be purchased, and the contractors desire to win the bid.

The basis of award for the Project is the base bid and the lowest bid was received from MCK Services, Inc. of Martinez, CA.

A summary of the three (3) lowest bids is as follows (Attachment 2):

BID SCHEDULE Engineer’s
Estimate
MCK Services,
Inc.

Bay Cities
Paving &
Grading Inc.

McKim
Corporation
Total Bid $4,100,000.00 $2,640,810.15 $2,802,729.58 $3,064,473.15 MCK Services, Inc. was the lowest bidder and submitted a responsive and responsible bid. MCK Services, Inc. has an appropriate and valid contractor’s license and has previously completed the following Concord paving projects: Willow Pass Road Patch Repair & Overlay Project (Project No. 2593), Alberta Way Pavement Rehabilitation (Project No. 2615), and Residential Pavement Maintenance Phase C – Concord Blvd/Myrtle Dr (Project No. 2606 & 2618).

City staff completed an analysis of MCK Services, Inc.’s bid, determining that this contractor along with its subcontractors possess appropriate and valid licenses, are not on any debarred lists, and agreed to be bound by the Citywide Project Stabilization Agreement. MCK Services, Inc. is registered with the Department of Industrial Relations as required by Senate Bill (SB) 854.

There are sufficient funds in the project to award the construction contract.

Construction Management
On September 8, 2025, in conformance with the City’s purchasing policies, staff issued a Request for proposal (RFP) to Ghirardelli Associates under the Master Service Agreement (MSA) to provide a proposal for construction management, inspection, and materials testing services for the Project. Ghirardelli Associates identified Inspection Services Inc. (ISI) as a subcontractor to provide material testing during construction.

Page 4 of 22 ends

City Council Agenda Report
Agenda Item No. 5.d
October 14, 2025
Staff and Ghirardelli Associates negotiated the scope of work and cost for the services and agreed upon a base amount of $259,362.98 as fair and reasonable compensation for the services needed to provide construction management for the Project. As the task order is over $200,000, Council approval is required.

Ghirardelli Associates has extensive experience in the construction management of similar pavement rehabilitation projects in the Bay Area. They provided construction management on the City of Concord’s recently completed the Detroit Avenue Pothole Repair (Project No. 2552) and Monument Boulevard Pavement Rehabilitation (Project No. 2581) projects.

Project Stabilization Agreement
On September 13, 2016, the City Council approved a Citywide Project Stabilization Agreement (PSA) with the Contra Costa Building & Trades Council for City projects with a construction contract valued at over $750,000. The Project will be subject to the requirements of the PSA as the estimated construction costs exceed $750,000. The prospective bidders for the Project were made aware of this requirement as part of the construction contract. MCK Services Inc., MCK Services Inc.’s subcontractors, Ghirardelli Associates, and ISI have submitted the required documentation to comply with the Citywide PSA for construction, inspection, and materials testing services.

Financial Impact
The project has funding from Measure V Funds (Fund 407 & 490), State Gas Tax Funds (Fund 262 & 263), and Measure Q (Fund 401). There are sufficient funds to award the Project construction contract and to execute the construction management, inspection and materials testing services, and staff oversight task order, both with a 15 percent contingency.

Environmental Determination
Pursuant to California Environmental Quality Act (CEQA) of 1970, Public Resources Code Section 21000, et. seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”), the award of the contract and execution of the task order do not constitute a “project” within the meaning of Public Resources Code Section 21065, 14 Cal Code Regs. Sections 15060(c), 15273, 15378, as it has no potential for resulting in a direct or reasonably foreseeable indirect physical change in the environment and/or the activities consist of creation of government funding mechanisms or other government fiscal activities which do not constitute a “project”. Even if Council action on this item did constitute a project under CEQA, it falls within the “common sense” exemption set forth in 14 Cal. Code Regs. Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.”

Page 5 of 22 ends

City Council Agenda Report
Agenda Item No. 5.d
October 14, 2025
In the alternative, Council action on this item is exempt under CEQA Guidelines Sections 15301 – Existing Facilities, 15302 – Replacement and Reconstruction, and 15304 – Minor Alterations to Land, as it involves pavement rehabilitation, striping, and concrete work. No unusual circumstances exist and none of the exceptions under CEQA Guidelines Section 15300.2 applies. Accordingly, no further environmental review is warranted. This determination reflects the City’s independent judgement and analysis. The Notice of Exemption will be filed with the County Clerk’s office and the State’s Office of Land Use and Climate Innovation following the Council award of the construction contract.

Public Contact
The City Council Agenda was posted.

Attachments

1. Project Location Map

2. Bid Summary

3. Construction Contract

4. Task Order with Ghirardelli Associates with Exhibit A, Fee Proposal

Page 6 of 22 ends

Attachment 1

Project Location Map
Galindo Street / Monument Boulevard Pavement
Rehabilitation (Project No. 2452)

PROJECT

LOCATION

Page 7 of 22 ends

ColrapeNy ToTAL BID
MCK Services,Inc.

PO Box 5697
Concord, CA94524
DIR: 1000002375
$2,640,810.15
Bay Cities Paving & Grading Inc
1450 Civic Court Ste 400
Concord, CA94520
DIR: 1000005981
$2,802,729.58
MCKIM Corporation
8505 Church Street #l
Gilroy, CA 95020
DIR: 1000005844
s3,064,473.15
Goodfellow Bros
50 Contractors St
Livermore, CA 94551
DIR: 1000003476
s3,092,248.00
McGuire & Hester
9009 Railroad Avenue
Oakland, CA94603
DIR: 1000000033
$3,176,670.00
Desilva Gates Construction
I1555 Dublin Blvd
Dublin, CA 94568
DIR: 1000809185
$3,416,000.00
Radius Earthwork Inc
197 E. Hamilton Ave Ste #204
Campbell, CA 95008
DIR: 1000517452
s3,613,709.00
Ghilotti Bros Inc
525 Jacoby St
San Rafael,CA9490l
DIR: 1000001037
$3,897,793.15
City of Concord
Bid Sheet
PROJECT #2453
Galindo Street/ Monument Boulevard
Pavement Rehabilitation Project
Garden Conference Room
Engineer's Estimate
Bid Opening:

Thursday,
Septemb er 4) 2025
2:00 p.m.

To be awarded:

Contact: Justine G ext.3284
$4,100,000.00

Page 8 of 22 ends

Cotr,tpeNv ToTAL BID
Ghilotti Company
246 Ghilotti Ave
Santa Rosa, C495407
DIR: 1000003044
$3,974,045.15
Contact: Justine G ext.3284

Page 9 of 22 ends

Galindo St / Monument Blvd Pavement Rehab Contract
Project 2452 Page 23

Contract

This public works contract (“Contract”) is entered into by and between the City of Concord (“City”) and _______________________________________ (“Contractor”), for work on the Galindo Street / Monument Boulevard Pavement Rehabilitation (City Project No. 2452) (“Project”).

The parties agree as follows:

1. Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a bid to perform the Work to construct the Project. On _____________, 20___, City authorized award of this Contract to Contractor for the amount set forth in Section 4, below.

2. Contract Documents. The Contract Documents incorporated into this Contract include and are comprised of all of the documents listed below. The definitions provided in Article 1 of the General Conditions apply to all of the Contract Documents, including this Contract.

2.1 Notice Inviting Bids;

2.2 Instructions to Bidders;

2.3 Addenda, if any;

2.4 Bid Form and attachments thereto;

2.5 Contract;

2.6 Payment and Performance Bonds;

2.7 General Conditions;

2.8 Special Conditions;

2.9 Project Plans and Specifications;

2.10 Change Orders, if any;

2.11 Notice of Potential Award; and

2.12 Notice to Proceed.

3. Contractor’s Obligations. Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents.

4. Payment. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, City will pay Contractor $___________________ (“Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with the payment provisions in the General Conditions.

5. Time for Completion. The Project must be fully completed within 45 working days (weekends, holidays, and working days where City events at Senior Center are in conflict with work are excluded) from the start date set forth in the Notice to Proceed. City anticipates that the Work will begin in October 2025 but the anticipated start date is provided solely for convenience and is neither certain nor binding. See below:

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Galindo St / Monument Blvd Pavement Rehab Contract
Project 2452 Page 24

The Contractor will fully complete the Work for the Project, meeting all requirements for completion of all bid items within 45 working days from the commencement date given in the Notice to Proceed (“Contract Time”). By signing below, Contractor expressly waives any claim for delayed early completion.

6. Liquidated Damages. As further specified in Section 5.4 of the General Conditions and below, if Contractor fails to complete the Work within the Contract Time, City will assess liquidated damages in the amounts described below, and such liquidated damages may be deducted from City’s payments due or to become due to Contractor under this Contract.

1) Contractor shall pay to the City of Concord $3,000 per day for each and every calendar day(s) delay in completing the work in excess of the number of working days specified.
2) The Contractor shall pay to the City of Concord $500 per hour for each hour that the Contractor performs work outside the hours of work without prior approval in writing from the City.

7. Labor Code Compliance.

7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, including requirements pertaining to wages, working hours and workers’ compensation insurance, as further specified in Article 9 of the General Conditions.

7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable to the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the Work, including employer payments for health and welfare, pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates are available online at http://www.dir.ca.gov/DLSR.

7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the bidder and its Subcontractors are registered with the California Department of Industrial Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal exceptions.

8. Workers’ Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or requirement, or in violation of any California law, including Government Code § 1090 et seq., or the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

10. Independent Contractor. Contractor is an independent contractor under this Contract and will have control of the Work and the means and methods by which it is performed. Contractor and its Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or any other employee benefits from City.

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Galindo St / Monument Blvd Pavement Rehab Contract
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11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery, except that service by U.S. Mail is deemed effective on the second working day after deposit for delivery. Notice for each party must be given as follows:

City:

Galindo St / Monument Blvd Pavement Rehab
1950 Parkside Drive M/S 40
Concord, CA 94519
Attn: Justine Gee, Associate Civil Engineer
[email protected]
Contractor:

Name:_____________________________________
Address:___________________________________
City/State/Zip:_______________________________
Phone:_____________________________________
Attn:_______________________________________
Email:______________________________________
Copy to:____________________________________

12. General Provisions.

12.1 Assignment and Successors. Contractor may not assign its rights or obligations under this Contract, in part or in whole, without City’s written consent. This Contract is binding on Contractor’s and City’s lawful heirs, successors and permitted assigns.

12.2 Third Party Beneficiaries. There are no intended third party beneficiaries to this Contract.

12.3 Governing Law and Venue. This Contract will be governed by California law and venue will be in the Contra Costa County Superior Court, and no other place.

Contractor waives any right it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any action arising from or relating to this Contract to a venue outside of Contra Costa County, California.

12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in a writing duly authorized and signed by the parties to this Contract.

12.5 Integration. This Contract and the Contract Documents incorporated herein, including authorized amendments or Change Orders thereto, constitute the final, complete, and exclusive terms of the agreement between City and Contractor.

12.6 Severability. If any provision of the Contract Documents is determined to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract Documents will remain in full force and effect.

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12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by signing below, that it is not identified on a list created under the Iran Contracting Act, Public Contract Code § 2200 et seq. (the “Act”), as a person engaging in investment activities in Iran, as defined in the Act, or is otherwise expressly exempt under the Act.

12.8 Authorization.

Each individual signing below warrants that he or she is authorized to do so by the party that he or she represents, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code § 313.

The parties agree to this Contract as witnessed by the signatures below:

CITY: Approved as to form:
s/_______________________________ s/__________________________________ ________________________________ ___________________________________ Name, Title Name, Title
Date: ___________________________ Date: ______________________________ Attest:
s/_______________________________
_________________________________
Name, Title
Date: ___________________________
CONTRACTOR: ___________________________________________________ Business Name
s/_______________________________ Seal:
_________________________________
Name, Title
Date: ____________________________
Second Signature (See Section 12.8):
s/_______________________________
_________________________________
Name, Title

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Galindo St / Monument Blvd Pavement Rehab Contract
Project 2452 Page 27
Date: ____________________________
___________________________________________________
Contractor’s California License Number(s) and Expiration Date(s)

END OF CONTRACT
FINANCE DIRECTOR'S CERTIFICATION:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 2025-2026 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $2,640,810.15
ACCOUNT CODES:
407-9500-C999-74200 / 407-2452-115-72400 - $2,640,810.15 ____________________________
Finance Director's Signature

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TASK ORDER
TASK ORDER NO: 2
PROJECT NAME: Galindo Street/Monument Boulevard Pavement Rehabilitation, PJ 2452 RELATED TO MASTER AGREEMENT WITH: Ghirardelli Associates, 6777 This Task Order is made and entered into this October 14, 2025, the City of Concord, hereinafter referred to as CITY, and Ghirardelli Associates, hereinafter referred to as CONSULTANT.

Whereas, the parties hereto entered into a Master Agreement dated July 1, 2024 for a not-to-exceed total amount of $1,000,000.00 per fiscal year from the effective date of July 1, 2024 through June 30, 2026, to provide professional services as needed for various capital improvement projects; and Whereas, CITY desires CONSULTANT to perform certain tasks as hereinafter described for:

Galindo Street/ Monument Boulevard Pavement Rehabilitation, PJ 2452.

Now, therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties agree as follows:

SECTION 1 - SCOPE OF SERVICES
CONSULTANT will provide Construction Management and Inspection Services for Galindo Street/Monument Boulevard Pavement Rehabilitation per Exhibit A, a proposal from Ghirardelli Associates, dated September 17, 2025, attached hereto and made a part hereof.

SECTION 2 – STAFFING AND ORGANIZATION
CONSULTANT will provide staff technically appropriate for this project.

SECTION 3 - COMPENSATION
CONSULTANT shall be compensated on a time-and-materials basis for construction management, inspection, and materials testing services not to exceed $298,267.43. This total includes the sum of the base contract of $259,362.98 and a 15% contingency of $38,904.45 at a later date if needed which would bring the total to $298,267.43. as rendered under Section 1 of this Agreement.

Compensation shall be in accordance with the terms and conditions indicated therein.

CONSULTANT may submit monthly statements for basic and additional services rendered. It is intended that payments to CONSULTANT will be made by CITY within thirty (30) days of receipt of invoice.

Attachment 4

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28 SECTION 4 – TASK ORDER SUMMARY
In Witness whereof, the parties have executed this Task Order No. 2 the day and year written above.

CONSULTANT CITY OF CONCORD
By: ____________________________________ By: ____________________________________ Name: Raewyn Lelo-Butcher
Title: Executive Vice President
Email: [email protected]
Name: Carlton Thompson
Title: City Engineer
APPROVED AS TO FORM:
____________________________
ATTEST:
_______________________________________
City Attorney City Clerk
Task
Order
No.

Date
Approved
Purchase
Order
No.
$ Amount
Fiscal Year
24/25
$ Amount
Fiscal
Year
25/26
Account Code
1 4/1/25 TBD $22,400.24 262-9500-C999-74250
262-2552-117-74250
2 9/22/25 TBD $298,267.43 407-9500-C999-74250
407-2452-117-74250
Grand total, all task orders including this
task order #2
$22,400.24 $298,267.43
Master Agreement dated 7/1/2024, term
through 6/30/2026.
$1,000,000.00
per fiscal year

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28 FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date: _______________________, 2025

ACCOUNT CODE:
407-9500-C999-74250
407-2452-117-74250
_________________________________

FINANCE DIRECTOR'S SIGNATURE

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Ghirardelli Associates | 2055 Gateway Pl. Ste. 470, San Jose, CA 95110 | (480)

ghirardelliassoc.com 1
File No. 23241.002
September 17, 2025
Justine Gee, PE
Associate Civil Engineer
City of Concord
Engineering Services
1950 Parkside Drive, M/S 40
Concord, CA 94519
Via Email:

[email protected]
RE: PJ 2452
– Galindo Street/Monument Boulevard Pavement Rehabilitation Project – Construction Management, Inspection, and Materials Testing Dear Ms. Gee,
Ghirardelli Associates, I nc. (Ghirardelli) is p leased t o s ubmit t his le tter proposal to as sist the City o f Concord (City) with construction management, inspection, and materials testing services for the Galindo Street/Monument Boulevard Pavement Rehabilitation Project.

UNDERSTANDING
Ghirardelli understands t he p roject is lo cated at Galindo Street an d M onument Bo ulevard b etween Clayton Road and Detroit Avenue in Concord. The work includes mobilization; preparatory work, securing the work area for public safety, and site cleanup daily, traffic control; water pollution control program; monuments preservation; cold p laning of a sphalt pavement; profile grind; placement of HM A overlay; Digout re pairs; concrete curb an d s idewalk re placement; lowering and ad justment of utility covers to finish grade; re moval & r eplacement of t raffic striping and p avement markings; r emoving traffic lo op detections; and all other work specified in the Special Conditions, Technical Provisions, and as shown on the Plans. The engineers estimate base bid was $4,100,000 with a duration of approximately 45 working days. MCK submitted the lowest responsive bid at $2,640,810.15.

SCOPE OF WORK
Ghirardelli is proposing the following scope of services for the project. The scope of work is divided into three phases: pre-construction, construction, and post- construction.

Pre-Construction Services
Ghirardelli’s R esident E ngineer w ill organize a pre -construction c onference w ith t he C ontractor, subcontractors, City staff, Designer, construction management (CM) team members, and other interested parties to discuss the project and the work involved. This conference will provide a forum for answering questions from the Contractor and other interested parties as well as addressing issues and coordination that n eed to b e p erformed b efore work c ommences. Gh irardelli’s R esident E ngineer will p repare an agenda and meeting minutes.

Exhibit A to Attachment 4

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ghirardelliassoc.com 2
Construction Services
Ghirardelli’s Resident Engineer will manage the day -to-day administration of the project. The Resident Engineer, as appropriate, will be the first point of contact with the Contractor, representing the C ity and the CM team. The Resident Engineer will:
• Prepare letters to the Contractor giving formal direction and instruction, when necessary. • Coordinate with the City, providing informational updates and requesting input, as needed. • Manage and perform project inspection.
• Enforce the CSPP and monitor compliance.
• Document progress and operations with daily photographs. • Coordinate, manage and review materials sampling and testing activities. • Monitor project safety and verify compliance with laws, orders, and regulations. • Review labor compliance documents.
• Prepare punch lists and verify satisfactory completion.

Contract Administration
Ghirardelli’s Resident Engineer will review and respond to submittals and RFIs in coordination with the City’s Project Manager; review and monitor the Contractor’s schedule; coordinate the review of traffic control plans and inspection of traffic control measures; review the Contractor’s compliance with all permits, stormwater regulations and permits (SWPPP),
and environmental documents; review the
Contractor’s compliance with health and safety standards and regulations and reporting of non - compliance; and monitor record documents to ensure proper maintenance and completion by the Contractor. At the conclusion of each week's work, a Weekly Statement of Working Days (WSWD) will be submitted to both the Contractor and City staff.

Project Coordination/Meetings
Ghirardelli’s Resident Engineer will hold weekly meetings with the Contractor, C ity staff and other
interested parties. The Resident Engineer will prepare and distribute the weekly project meeting agenda and minutes to attendees. Our Resident Engineer will be in close communication with the C ity Project Manager to coordinate project issues and keep the City informed regarding the project status. Ghirardelli will also coordinate with utility agencies and other third parties and arrange meetings for specific issues, as needed.

Scheduling
Ghirardelli’s Resident Engineer will review the Contractor's baseline schedule and determine its conformance with the plans and specifications. We will also review the schedule and look ahead schedules to verify that the project is on schedule. Any slippage will be discussed with the Contractor and the C ity Project Manager so that action can be taken to minimize delays to project completion.

Progress Payments
Ghirardelli will prepare progress payment estimates and will include the quantity and amount to pay, quantity and amount paid to date, and the quantity and amount remaining for each contract item and change order. We will submit with each progress estimate, source documents justifying the quantities to be paid.

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ghirardelliassoc.com 3
The Resident Engineer and inspection staff will prepare source documents for payment for work performed for each item listed in the Engineer’s Estimate. These source documents will include calculations, field measurements and counts to document the exact quantity(s) of item work performed each progress pay period. These source documents will be filed in the project records and will be the basis for payment as well as the auditable permanent project records.

Submittals and RFIs
Our Resident Engineer will review Submittals and RFIs and coordinate with the City Project Manager and the Designer to respond in a timely manner. By Ghirardelli’s close monitoring of and coordinating the response to Submittals and RFls, we will help to prevent potential project delays and impacts. Document logs will be maintained for
correspondence, submittals/shop drawings, RFls, RFCs, change orders and disputes and potential claims.

Construction Inspection

Close adherence to the plans, details, and all applicable specifications is required to properly construct and administer the project. Inspection activities include, but are not limited to, maintaining continuous City coordination, issuing notices of non -compliance, maintaining strict adherence to all local policies, conducting a daily review of the construction operations, and adhering to all applicable contract specifications and standards to include City, State and Federal.

Ghirardelli’s Inspector will prepare a daily report for each construction day. The inspector’s daily reports (including the reports from material testers) will be provided to the Resident Engineer. The daily reports will include the following information:
• Date, project identification, contractor’s name, subcontractor’s name(s), and time of inspections.
• Conditions (weather, moisture, soil, etc.); any inclement weather conditions that hampered or delayed the contractor’s operations.
• Activities detail. Scheduled activities including starting and completion dates. Bid item numbers of all activities should be listed in the daily report. • Difficulties encountered by the contractor.
• Construction issues (disputes, questions in the field, etc.). • Deficiencies and violations (including construction work, safety, labor, etc.). • Major material and equipment deliveries to the site (type, quantity, means of delivery, and condition of materials).
• Record of manpower, construction equipment, and materials testing locations and results.

Change Orders
Ghirardelli’s Resident Engineer will prepare Change Orders, as necessary, in accordance with the Caltrans Construction Manual, Caltrans Local Assistance Procedures Manual and the C ity’s Project Manager’s instructions. Change Order approval or Authority to Proceed will be secured from the City before any work of the change is performed.

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Materials Sampling and Testing (Field and Lab)
Ghirardelli’s Inspector will coordinate all materials testing with Inspection Services, Inc. (ISI). All materials testing (field and laboratory) will be performed at the frequency established by the contract documents including the City’s Quality Assurance Plan (QAP). Ghirardelli’s Inspector will review the test reports for compliance and maintain the required documentation, including a non-conformance log to assure that all failed tests are retested until meeting compliance.

Post Construction Services
Ghirardelli will work closely with the Designer, City staff and other stakeholders to help to ensure that the project closeout proceedings are performed quickly, accurately and consistently, in accordance with all pertinent policies and procedures. We will review and monitor the Contractor's submittal info rmation respective to the closeout, such as "as-built" information, punch list preparation, final progress payment, warranties, guarantees, etc. Our inspector will perform a final inspection and ensure all items from the
punch list are completed.

Under the direction of the Resident Engineer, Ghirardelli’s Inspector will provide City staff with an original set of construction documents, cataloged in accordance with the Caltrans Local Assistance Procedures Manual, which includes all documented correspondence, diaries, reports, photos, correspondence, contract documents, labor compliance, materials, material tests, change orders, progress payment and survey records, etc. for storage by the City. All documents will be digitized and filed electronically.

STAFFING
Ghirardelli will provide a Resident Engineer, Assistant Resident Engineer/Inspector, and materials testing services on the project. Ghirardelli understands that services will begin late October 2025 for a period of 45 working days.

FEE PROPOSAL
Ghirardelli has provided the hourly rates and fee estimate below.

Hourly Rates

PW BILL RATE
First Shift Second Shift
Name Role ST OT DT ST OT DT
Rafey Khan, PE Resident Engineer $290.46 $290.46 $314.69 $290.46 $290.46 $351.15 Harshitha Lunkappa ARE/Inspector $197.37 $222.21 $259.11 $215.60 $241.86 $268.13 Max Sanchez Inspector (back up) $208.48 $263.82 $336.72 $209.14 $291.16 $373.17 Estimated Fee
Resident Engineer 440 hours x $ 290.46/hour = $1 27,802.40

ARE/Inspector 400 hours x $ 197.37/hour = $ 78,948.00 ARE/Inspector (OT) 60 hours x $ 222.21/hour = $ 13,332.60 Materials Testing (ISI) $ 39,279.98
Total Estimated Fee $2 59,362.98

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Rate Assumptions

1. Resident Engineer work estimated at 440 hours at the First Shift/Standard rate.

2. ARE Inspector work estimated at 400 hours at the First Shift/Standard rate.

3. ARE /Inspector overtime work estimated at 60 hours at the First Shift/Overtime rate.

CLOSING

As a principal of the firm, I have the authority to bind the firm. Our Project Manager, Ms. Janet Navarro, may be contacted directly if you have any questions. Janet can be reached via phone at 510.414.1588 or email at [email protected]
Sincerely,
Ghirardelli Associates, Inc.

Raewyn Lelo-Butcher
Executive Vice President
M| 510.708.7442
E| [email protected]
Attachments:

Resumes and Materials Testing Fee Estimate.

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Staff Report
Date: October 14, 2025
To: City Council
From: Valerie J. Barone, City Manager
Reviewed by: Margaret L. O'Brien, Director of Finance
Prepared by: Kylie Hicks-Carrera, Acting Budget & Treasury Officer [email protected]
(925) 671-3046
Himmat Bains, Senior Financial Analyst
[email protected]
(925) 671-3183
Subject: Considering adoption of a Resolution authorizing the utilization of the City of South San Francisco’s competitively awarded banking services contract with J.P. Morgan Chase through a cooperative purchasing agreement and authorizing the City Manager to execute all documents necessary and to take such actions as may be necessary or desirable to
implement this transition in a form acceptable to the City Attorney.

CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Section 15060(c)(2), 15061(b)(3), 15273, and/or 15378
Report in Brief
The City is currently on a one-year extension with its banking contract with Bank of America. The City needs to enter a new contract for banking services. J.P. Morgan Chase provides all desired banking services, has lower estimated net fees than Concord’s current banking services contract, has a centralized and responsive municipal service support team and strong fraud controls, and has a proven capacity to integrate successfully with Workday, the City’s enterprise resource planning (ERP) system scheduled to go live in July 2026. Leveraging the cooperative purchasing

5.e5.e5.e

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City Council Agenda Report
Agenda Item No. 5.e
October 14, 2025
agreement for banking services secures favorable pricing and terms and avoids the time and cost of running a new request for proposal (RFP). Approving this item will modernize treasury operations, reduce administrative burden, and advance the City Council’s priorities for long-term fiscal stability and successful ERP implementation.

Recommended Action
Adopt a resolution authorizing the utilization of the City of South San Francisco’s competitively awarded banking services contract with J.P. Morgan Chase through a cooperative purchasing agreement and authorizing the City Manager to execute all documents necessary and to take such actions as may be necessary or desirable to implement this transition, in a form acceptable to the City Attorney.

Background
The City of Concord (City) relies on depository banking services to support payroll, accounts payable, revenue collection, cash management, and reporting. Bank of America has provided these services since 2015 under a contract that ran from May 1, 2015, through June 30, 2020, with five one-year extensions. The City executed an additional stop-gap extension under the existing terms to maintain continuity through June 30, 2026, while ERP system procurement work was underway.

A new banking RFP was not issued in 2024-2025 because the City was in the process of procuring and beginning implementation of Workday, the City’s new ERP system, with a go-live target of July 2026. Conducting a full banking solicitation and conversion during ERP vendor selection and system build would have introduced significant risk to payroll, accounts payable, daily cash receipting, bank reconciliation, and fraud prevention.

A banking RFP typically requires eight to twelve months and $80,000 to $90,000 in staff and consultant resources. Deferring that process avoided unnecessary cost and ensured continuity of critical operations. Extending the existing contract through fiscal year 2025–26 also allowed the City to align the eventual bank transition with Workday milestones and to minimize disruption. This timing ensures that banking and ERP interfaces can be designed once and implemented cleanly rather than reworked mid project.

To modernize banking services without disrupting operations, staff evaluated cooperative purchasing options. California Public Contract Code sections 10298 and 10299 allow local agencies to utilize another agency’s competitively bid contract through a cooperative purchase. This approach aligns the bank transition with Workday implementation, reduces operational risk, and avoids the time and cost of a stand-alone RFP.

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City Council Agenda Report
Agenda Item No. 5.e
October 14, 2025
Analysis
Staff’s review of banking service options compared the City’s current arrangement with Bank of America to the terms available through the South San Francisco contract with J.P. Morgan Chase. The analysis confirmed that J. P. Morgan Chase can provide all core banking services required by the City while offering several enhancements. JPMC meets all state requirements for public fund deposits and provides the collateralization, reporting, and technological sophistication necessary for large municipal treasury operations. Smaller banks and credit unions may offer some of these services individually, but in the aggregate, they typically lack the collateral capacity, integration capability, and dedicated public-sector infrastructure needed to fully support a city of Concord’s size and operational complexity.

First, J.P. Morgan Chase employs a centralized municipal client service model, giving the City a single point of contact supported by a dedicated team. This approach is expected to improve responsiveness compared with the decentralized support structure of the incumbent provider, where separate teams handle technical support, payment research, and ACH or positive pay inquiries.

Second, J.P. Morgan Chase provides more advanced fraud prevention tools. These include Payee Positive Pay with payee name verification, Automated Clearing House (ACH) debit blocks and filters, dual authorization for electronic payments, and real time alerts. Together these features strengthen internal controls and reduce exposure to fraud.

Third, J.P. Morgan Chase has demonstrated success integrating with Workday. This alignment is important because the City’s in-process ERP implementation will affect nearly all accounting, payment processing, and bank reconciliation functions. Using a bank that already supports Workday integration reduces risk and avoids costly rework of system interfaces.

In addition to service enhancements, J.P. Morgan Chase’s pricing is competitive. Based on the City’s current transaction volumes, estimated monthly analysis fees are lower than those projected under the incumbent arrangement. The bank also offers modern liquidity tools, including an automated daily sweep1 not available from the incumbent provider, and a more favorable structure for the Deposit Bank Assessment2. 1 Automated daily sweep: A cash management feature that automatically transfers excess funds from the City’s operating account into an overnight interest-bearing account at the end of each business day, then returns the funds the following morning. This allows the City to earn interest on idle balances while maintaining daily liquidity. 2 Deposit Bank Assessment (DBA): A small regulatory pass-through fee based on average account balances that covers the bank’s cost of deposit insurance and compliance with federal requirements for safeguarding public deposits.

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City Council Agenda Report
Agenda Item No. 5.e
October 14, 2025
Procurement Process
Pursuant to Municipal Code Section 3.10.080 – “Bidding regulations may be waived by the Purchasing Officer, except as otherwise provided by law, when: (3) The city is participating in a cooperative purchase or piggyback of an existing contract. The Purchasing Officer or designee shall join with other public jurisdictions in cooperative purchasing plans or programs as determined to be in the city’s best interest. The Purchasing Officer or designee may also buy directly from a vendor at a price established by a competitive bid by another public jurisdiction in substantial compliance with sections 3.10.050 and 3.10.060, even if the city had not joined with that public agency in a cooperative purchase. The Purchasing Officer or designee may also purchase from the United States of America or any state, municipality, or other public corporation or agency.

The City of South San Francisco competitively awarded a banking services agreement to J.P. Morgan Chase in 2024. J.P. Morgan Chase has confirmed it will extend the same pricing and service terms to Concord. This approach aligns the bank transition with Workday implementation, reduces operational risk, and avoids the time and cost of a stand-alone RFP.

The cooperative purchase path itself has advantages. A full RFP would typically require eight to twelve months and significant staff and consultant resources, while this approach allows the City to secure competitively bid pricing and terms immediately. J.P.

Morgan Chase has confirmed it will extend the South San Francisco contract terms to Concord, ensuring compliance with Concord Municipal Code Section 3.10.080. (See also California Public Contract Code sections 10298 and 10299.) Overall, utilizing the cooperative purchasing agreement offers the City a timely and cost- effective path to modernize banking services, reduce operational risk, and ensure alignment with the Workday implementation.

Cost Category
Bank of America
(Current)
J.P. Morgan
Chase
(Proposed) Notes
Montly Analysis Fees $1,400 (est.) $955 (est.) Based on current volume Deposit Bank Assessment (DBA) Fees 0.20% 0.11%
Regulatory fee on balances,
may be off set by ECR
Earnings Credit Rate Between 2 to 3% Between 2 to 3%
Credit on balances used to
offset bank fees.

Automated Sweep Service Not Available Included Improves liquidity management ERP/Workday Integration Limited Proven Alignment with July 2026 go-live Schedule 1: Estimated Monthly Banking Costs - Bank of America vs J.P. Morgan Chase.

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City Council Agenda Report
Agenda Item No. 5.e
October 14, 2025
Financial Impact
Based on the City’s current transaction volumes, staff estimates that monthly banking costs under J.P. Morgan Chase will be comparable to or slightly lower than those under the incumbent provider. No additional appropriation is required, as banking costs will continue to be funded from existing operating budgets. By utilizing a cooperative purchase, the City also avoids the $80,000 to $90,000 in staff and consultant resources typically required to conduct a full banking services RFP.

Attachments

1. Resolution authorizing the utilization of the City of South San Francisco’s Banking Services Contract with J.P. Morgan Chase

2. Cooperative Purchasing Agreement with J.P. Morgan Chase.

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Res No. 25-XX 1

BEFORE THE CITY COUNCIL OF THE CITY OF CONCORD

COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
A Resolution Authorizing the Utilization of the City
of South San Francisco’s Competitively Awarded
Banking Services Contract with J.P. Morgan Chase
through a Cooperative Purchasing Agreement And
Authorizing the City Manager to Execute All
Documents Necessary and to Take Such Actions as
may be Necessary or Desirable to Implement This
Transition in a Form Acceptable to the City Attorney Resolution No. 25-XX /
WHEREAS, the City of Concord has contracted with Bank of America for banking services since 2015; and
WHEREAS, the City of South San Francisco conducted a competitive procurement process for banking services, issued a Request for Proposals in September 2023, and awarded a contract to J.P. Morgan Chase in February 2024; and
WHEREAS, Concord Municipal Code Section 3.10.080 (Waiver of bidding regulations) authorizes the City to utilize contracts competitively awarded by other public agencies when such contracts contain cooperative purchasing provisions; and WHEREAS, J.P. Morgan Chase has confirmed its willingness to extend the same contract terms and pricing to the City of Concord; and
WHEREAS, the resulting contract contains a cooperative purchasing clause that permits other public agencies to utilize its terms and pricing; and
WHEREAS, transitioning to J.P. Morgan Chase will result in a decrease in the City’s banking costs while providing enhanced services and overall improved treasury operations.

WHEREAS, the timing of this transition aligns with the City’s implementation of the Workday Enterprise Resource Planning (ERP) system, scheduled to go live in July 2026, and J.P.

Morgan Chase’s integration capabilities will directly support the City’s digital transformation; and WHEREAS, selecting J.P. Morgan Chase advances the City Council’s strategic priority of ensuring long-term fiscal stability by securing cost-effective, modernized banking services, and supports the Council-adopted goal of implementing Workday by selecting a banking partner Attachment 1

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Res No. 25-XX 2
experienced with ERP integrations.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CONCORD DOES RESOLVE AS FOLLOWS:

Section 1. This activity does not constitute a “project” and/or is exempt from environmental review pursuant to Public Resources Code Section 21065, California Environmental Quality Act (CEQA )Guidelines Sections 15060(c)(2), and/or 15378 because there is no potential that it will result in a direct or reasonably foreseeable indirect physical change in the environment, and/or 15273 because it involves government funding/fiscal activities. Even if the activity does comprise a project for CEQA analysis, it falls within the “common sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” Section 2. The City Council hereby authorizes the City Manager, or designee, to execute all documents necessary or desirable to utilize the City of South San Francisco’s banking services contract with J.P. Morgan Chase through a cooperative purchasing agreement, and to take such actions as may be necessary or desirable to implement this transition, all in a form acceptable to the City Attorney.

Section 3. This resolution shall become effective immediately upon its passage and adoption. //
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Res No. 25-XX 3
PASSED AND ADOPTED by the City Council of the City of Concord on October 14, 2025, by the following vote:

Joelle Fockler, MMC
City Clerk
APPROVED AS TO FORM:

Susanne Meyer Brown
City Attorney

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COOPERATIVE PURCHASING AGREEMENT FOR BANKING SERVICES

BETWEEN THE CITY OF CONCORD, CALIFORNIA
AND JPMORGAN CHASE BANK, N.A.

THIS COOPERATIVE PURCHASING AGREEMENT FOR BANKING SERVICES (this “
Agreement”) is entered into as of December 8, 2025 (the “ Effective Date”), between the City of Concord, California (“Customer”), and JPMorgan Chase Bank, N.A. (“Contractor”).

Recitals
A. After a competitive procurement process, City of South San Francisco, California (“South San Francisco”) and Contractor entered into that certain Banking Services Agreement dated September 1, 2024 (together with all incorporated documents and exhibits and as amended from time to time pursuant to its terms, (the “South San Francisco Contract”) under which Contractor agreed to perform certain banking services (the “Services”) for South San Francisco, as further described in the South San Francisco Contract.

A copy of the South San Francisco Contract is attached hereto as Exhibit C.

B. With the approval of Contractor based on mutually acc eptable pricing and other adjustments in terms and conditions, Customer determined that the utilization of the South San Francisco Contract is in the best interest of Customer.

C. Customer has further determined that its usag e of the South San Francisco Contract is in accordance with the Customer’s stat utes, codes, ordinances, charter and/or procurement rules and regulations. Customer has requested that Contractor provide certain services to Customer under the terms of the South San Francisco Contract and Contractor is willing to do so, subject to the terms and conditions of this Agreement.

Agreement
Customer and Contractor therefore agree as follows:

1. Scope of Work. The services to be provided by Contractor to Customer under this Agreement are the service s listed on Exhibit A-1 Pricing Schedule attached to this Agreement (“ Included Services”). Contractor shall commence or implement the Included Services by October 27th, 2025 to be mutually agreed upon fo llowing full execution of this Agre ement. To the extent Customer requests and Contractor agrees to add any functio nality, feature or service that is not listed on Exhibit A-1 Pricing Schedule, the implementation of such functionality, feature or service may be subject to additional terms and fees to be mutually agreed upon at the time of Customer’s request.

2. Exceptions and Modifications to South San Francisco Contract. The following provisions of the South San Francisco Contract are hereby modi fied for purposes of their incorporation within this Agreement or excluded from this Agreement, as provided below and as elsewhere provided in this Agreement:

A. Prices and Earnings Credit Rate. Contractor will perform the Included Services for Customer at the respective rates specified in the pricing schedule attached as Exhibit A-1 Attachment 2

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Pricing Schedule to this Agreement, which supersedes all pricing and service fees set forth in the South San Francisco Contract. The earnings credit rate applicable to Customer’s eligible balances shall be as set forth in Exhibit A-2 Earnings Credit Rate , which supersedes any earnings credit rate set forth in the South San Francisco Contract. In addition to the compensation described above, Customer shall pay and be liable to Contractor for all costs and expenses (including, without limitation, fees, fines, taxes, interest and penalties) related to: (1) Contractor’s acceptance or execution of any requ est, instruction or direction from Customer; (2) any credit extended to Customer in conn ection with the Included Services; or (3) Customer’s breach or failure to comply with this Agreement, the Included Service Terms or any laws, statutes, codes, rules, regulations or policies applicable to any transaction that Customer requests, instructs or directs Contractor to process or execute (including, without limitation, clearing house rules, funds transfer rules, Federal Reserve Operating Circulars, and the Uniform Commercial Code as in effect from time to time in the State of California).

B. Payment Method. Unless Customer selects another payment method acceptable to Contractor, Customer authorizes Contractor to: (1) apply Customer’s earnings credit allowance against the fees and other compensation amounts reflected in the account analysis statement made available to Customer for each monthly billi ng period and (2) automatically debit from Customer’s accounts on the fifteenth (15th) calendar day of each month (or the next banking day if the fifteenth (15th) calendar day falls on a weekend or a bank holiday) any fees and other compensation amounts that remain unpaid after Contractor applies the earnings credits allowance for such billing period.

C. Term of the Agreement. This Agreement shall commence on October 27th, 2025 (the Effective Date) and shall expire on the date that the South San Francisco Contract expires or terminates. The current term of the South Sa n Francisco Contract ends on August 31, 2029.

On the mutual written agreement of South San Francisco and Contractor, the current term of the South San Francisco Contract may be renewe d for two (2) additional five (5) year periods upon the expiration of the initial term. By ex ecuting a written amendment to this Agreement, Customer and Contractor may agree to extend the term of this Agreement for a corresponding timeframe with the renewal of the South San Francisco Contract, subject to mutually agreeable adjustments to the pricing and terms of this Agreement.

D. Other Exclusions. Any references or provisions in the South San Francisco Contract (including, but not limited to, the solicitation for banking services and Contractor’s response) with respect to the following matters are ex cluded from this Agreement: incentives, credits, extensions of credit, any obligation of the Ba nk to pay for substitute services and local laws, statutes, ordinances, rules and regulations specific to South San Francisco.

3. Terms and Conditions applicable to Included Services. The account and service terms attached to the South San Francisco Contract are superseded and replaced by the account terms, service terms and other documents that Contractor requires for the administration, implementation or operation of the Included Services (together with any addenda, schedules, supplements, and other attachments, the “ Included Service Terms ”), including, without limitation, those attached as

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Page 3 of 5 ends

Exhibit B – Included Service Terms to this Agreement. Subject to the provisions of this Agreement and any subsequent am endments hereto, the terms and conditions that apply to the Included Services shall be those contained within the South San Francisco Contract. All references to the rights and obligations of South San Francisco in the South San Francisco Contract shall be deemed to refer to the rights and obligations of Customer with respect to Contractor’s performance of the Included Services for Customer. Unless ot herwise defined in this Agreement, capitalized terms used in this Agreement shall have the same meanings as set forth in the South San Francisco Contract.

4. Order of Precedence. This Agreement is comprised of the documents listed below and, in the event of any conflict or incons istency among the documents, the order of precedence shall be as follows:

A. The terms of the body of this Agreement;
B. The exhibits attached to this Agreement;
C. Except for terms, provisions and documents that are excluded, superseded or replaced as provided herein, the documents listed in Sec tion 10.11 titled “Integration” of the South San Francisco Contract, subject to the order of precedence set forth in the South San Francisco Contract.

5. Amendments to South San Francisco Contract. If the South San Francisco Contract is amended pursuant to its terms, Contractor may, if it is agreeable to providing such amended terms to Customer, notify Customer of such amendment and, if Customer agrees to such amended terms, this Agreement shall be amended accordingly by a written document executed by Customer and Contractor.

6. Compliance with Competitive Procurement Requirements. Customer represents and warrants that it has determined, based upon its own review of applicable statutes, codes, ordinances, charter and/or procurement rules and regulations, that it has the authority to procure services under the South San Francisco Contract and enter into this Agreement without initiation of its own competitive procurement process.

7. Notices. All notices given pursuant to the terms of this Agreement shall be in writing and addressed to the relevant party at its address listed below.

To CITY: Margaret O'Brien,
Director of Finance
Finance Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3178
Email: margaret.o'[email protected]

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To CONSULTANT: Andrea Beard,
Vice President- Gov’t Banking
JP Morgan Chase.
560 Mission Street, Floor 20
San Francisco, CA 94105-2907
Phone: 415-772-3205
Email: [email protected]

8. Entire Agreement. This signed document and all exhibits attached hereto, as well as the South San Francisco Contract, except as provided in this Agreement, compri se the entire agreement between Customer and Contractor with respect to the subject matter hereof. Any prior oral or written agreements between the parties with respect to the subject matter hereof are merged into and superseded by this Agreement.

[REST OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]

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Accepted and agreed to as of the Effective Date.

CONSULTANT CITY OF CONCORD, a
Municipal Corporation

By:__________________________ By:__________________________ Name: Andrea Beard Name: Valerie J. Barone
Title: Vice President -Gov’t Banking City Manager Address: 560 Mission Street, Floo r 20 Address: 1950 Parkside Drive San Francisco, CA 94105-2907 Concord, CA 94519 Telephone: (415) 772-3205 Telephone: (925) 671-3150
Email: [email protected]

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

List of Exhibits [to be attached]:

Exhibit A-1 – Pricing Schedule

Exhibit A-2 – Earnings Credit Rate

Exhibit B – Included Service Terms

Exhibit C – City of South San Francisco General Services Agreement dated as of September 1, 2024.

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Pricing quoted herein is valid for 180 days from the date of this presentation Pro Forma Analysis
Prepared for City of Concord
July 2025
AFP Number of Units
Unit
Price
Charge For
Service

ACCOUNT SERVICES
1005 - ACCOUNT MAINTENANCE 010000 4 $10.0000 $40.00
3499 - POST NO CHECKS MAINTENANCE 1500ZZ 0 $0.0000 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 132 $0.0500 $6.60 7641 - DEBIT POSTED - ELECTRONIC 010100 32 $0.0500 $1.60 Subtotal $48.20

AUTOMATED CLEARING HOUSE
2695 - ACH MAINTENANCE 250000 0 $40.0000 $0.00
2700 - CREDIT ORIGINATED 250101 0 $0.0300 $0.00
2705 - DEBIT ORIGINATED 250100 0 $0.0300 $0.00
** 2714 - ACH IMPLEMENTATION-DIRECT SEND 251000 0 $1,000.0000 $0.00 2716 - CREDIT RECEIVED 250201 116 $0.0400 $4.64
2717 - DEBIT RECEIVED 250200 40 $0.0400 $1.60
2720 - RETURN ITEM 250302 0 $1.0000 $0.00
2722 - NOTIFICATION OF CHANGE 251070 0 $1.0000 $0.00
2729 - RETURN NOTIFICATION - ONLINE 250400 0 $1.0000 $0.00 2730 - NOTIF OF CHANGE - ONLINE 250400 0 $1.0000 $0.00
2740 - RETURN ITEM REDEPOSIT 250310 0 $1.0000 $0.00
2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1,888 $0.0400 $75.52 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 15 $0.0400 $0.60 2746 - JPM ACCESS ACH MAINTENANCE 250000 3 $40.0000 $120.00 2753 - DELETION / REVERSAL - ELEC 250620 0 $2.0000 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 0 $16.0000 $0.00 2796 - ADDENDA RECORD ORIGINATED 250120 9 $0.0300 $0.27 2809 - NOTIF OF CHANGE - EMAIL 251070 0 $1.0000 $0.00
2810 - RETURN NOTIFICATION - EMAIL 250400 0 $1.0000 $0.00 2814 - NOTIF OF CHANGE - TRANSM 251070 0 $3.0000 $0.00
2818 - RETURN NOTIFICATION - TRANSM 250400 0 $3.0000 $0.00 2860 - TRANSACTION BLOCK MAINTENANCE 251050 4 $4.0000 $16.00 2861 - ACH TRANS BLOCK AUTHORIZED ID 251051 20 $0.5000 $10.00 3175 - TAX PAYMENT ORIGINATED 25010B 6 $2.0000 $12.00
7618 - MONTHLY RETURN SUMMARY REPORT 250720 0 $25.0000 $0.00 7619 - TRANSACTION SUMMARY REPORT 250702 0 $10.0000 $0.00 7620 - DAILY RETURN SUMMARY REPORT 250710 0 $10.0000 $0.00 Service Description
Exhibit A-1 - Pricing Schedule

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7629 - ACH POSITIVE PAY EXCEPTION 250670 0 $2.0000 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0 $0.5000 $0.00 8020 - ACH ORIGINATED SAME DAY DEBIT 250100 0 $0.5000 $0.00 8021 - ACH ONLINE SAME DAY CREDIT 250101 0 $0.5000 $0.00 8022 - ACH ONLINE SAME DAY DEBIT 250100 0 $0.5000 $0.00 Subtotal $240.63

BANKING CENTER SERVICES
1306 - BRANCH CREDITS POSTED 100000 13 $2.5000 $32.50
1311 - ATM CHECK DEPOSIT - IMAGE 100000 0 $0.0000 $0.00 1312 - ATM CASH DEPOSIT - IMAGE 100000 0 $0.0000 $0.00
1316 - BRANCH DEPOSIT-BAGGED COIN 100012 0 $7.5000 $0.00 1318 - BRANCH ORDER - COIN ROLL 100044 0 $0.2500 $0.00
1319 - BRANCH ORDER CURRENCY STRAP 10004A 0 $0.7500 $0.00 1320 - BRANCH DEPOSIT IN NON STD BAG 100012 0 $2.0000 $0.00 1332 - BRANCH DEPOSIT ADJUSTMENT 100500 0 $8.0000 $0.00 1333 - BRANCH ORDER PROCESSED 100040 0 $6.0000 $0.00
7173 - NIGHT DROP CASH VERIFICATION 100000 9,100 $0.0025 $22.75 7174 - TELLER LINE CASH VERIFICATION 100000 7,700 $0.0030 $23.10 Subtotal $78.35

DEPOSITORY SERVICES
501 - CHECK DEPOSITED-ON US 100220 0 $0.1500 $0.00
513 - CHECK DEPOSITED-TRANSIT 100224 0 $0.1800 $0.00
541 - REMOTE DEPOSIT CAPTURE ITEM 101310 254 $0.0400 $10.16 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 1 $40.0000 $40.00 1390 - REMOTE DEPOSIT CAPTURE MOBILE 101300 0 $1.0000 $0.00 1400 - CREDITS POSTED 010101 42 $0.3000 $12.60
1435 - RETURN ITEM 100400 2 $1.5000 $3.00
1450 - RETURN ITEM REDEPOSIT 100402 2 $3.0000 $6.00
Subtotal $71.76

DISBURSEMENT SERVICES
1321 - CHECK CASHING NON-ACCT HOLDER 150501 0 $15.0000 $0.00 2320 - STOP PAYMENT - MANUAL 150420 0 $40.0000 $0.00
2321 - RANGE STOP PAYMENT-ELECTRONIC 150410 0 $50.0000 $0.00 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 0 $5.0000 $0.00 2370 - CHECK / DEBIT POSTED 010100 725 $0.0800 $58.00
3495 - IMAGE STORAGE PER ITEM 151351 725 $0.0350 $25.38 6618 - CHECK INQUIRY MAINTENANCE 150400 4 $2.5000 $10.00 6625 - EXCEPTION NOTIFICATION - ACCT 150030 0 $5.0000 $0.00 6639 - STOP PAYMENT - ELECTRONIC 150410 3 $4.0000 $12.00 6641 - DATA DOWNLOAD 200306 0 $20.0000 $0.00
6644 - ISSUE INPUT UPLOAD 200201 3 $0.5000 $1.50
Subtotal $106.88

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INT REC & PAY - REPORT
6179 - RECEIVABLES MAINT - ONLINE 050005 1 $50.0000 $50.00 6187 - LONG TERM STORAGE - CHECK 050620 254 $0.0150 $3.81 6188 - LONG TERM STORAGE - DOCUMENT 050620 254 $0.0800 $20.32 Subtotal $74.13

JPMORGAN ACCESS
6040 - MONTHLY SERVICE 401000 1 $20.0000 $20.00
6041 - ACCOUNTS REPORTED 40044Z 4 $20.0000 $80.00
6043 - TRANSACTIONS REPORTED - 45 DAY 40066Z 0 $0.0400 $0.00 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 0 $0.0400 $0.00 6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 1,326 $0.0400 $53.04 6051 - TRANSACTIONS REPORTED - 2 YEAR 40066Z 0 $0.0600 $0.00 6053 - EXTENDED TRANSACTION DETAIL 40066Z 6,534 $0.0000 $0.00 6076 - ACCT TRANSFER ITEM 350120 7 $1.0000 $7.00
8232 - REPORTING EMAIL DELIVERY 40044Z 0 $0.0000 $0.00
Subtotal $160.04

OTHER PRODUCT SERVICES
7954 - AVS STANDARD 250101 0 $0.4000 $0.00
Subtotal $0.00

RECONCILIATION SERVICES
3209 - PARTIAL RECONCILEMENT - MAINT 200020 2 $10.0000 $20.00 3210 - PARTIAL RECONCILIATION-PER ITM 200120 499 $0.0500 $24.95 3228 - PAYEE NAME VERIFICATION 150122 716 $0.0300 $21.48 3262 - POSITIVE PAY MAINTENANCE 150030 2 $0.0000 $0.00
3263 - EXCEPTION ITEM 150300 0 $1.0000 $0.00
3271 - ISSUE INPUT FILE WITH RECON 200201 0 $2.5000 $0.00 3272 - CHECK EXCEPTION RETURN 150320 2 $8.0000 $16.00
3290 - ISSUE FILE TRANSMITTAL REPORT 151200 0 $4.0000 $0.00 3291 - OUTPUT FILE 200301 0 $5.0000 $0.00
3293 - EXCESSIVE ARP REJECTS 200209 0 $0.1500 $0.00
3294 - DATA ENTRY - MANUAL 200209 0 $2.5000 $0.00
3376 - ARP CUSTOM REPORT 200324 0 $35.0000 $0.00
3386 - IMAGE CAPTURE PER ITEM 151351 725 $0.0500 $36.25 Subtotal $118.68
WIRE - U.S.
5822 - ELECTRONIC BOOK DEBIT S/T 350120 0 $3.0000 $0.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0 $14.0000 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 7 $4.0000 $28.00 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0 $17.0000 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0 $4.0000 $0.00

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5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0 $17.0000 $0.00 5886 - BOOK CREDIT 350320 0 $3.0000 $0.00
5887 - FED CREDIT S/T 350300 7 $4.0000 $28.00
5888 - FED CREDIT REPAIR 350330 0 $17.0000 $0.00
5889 - CHIPS CREDIT S/T 350300 0 $4.0000 $0.00
5890 - CHIPS CREDIT REPAIR 350330 0 $17.0000 $0.00
8769 - BOOK COVER CREDIT REPAIR 350320 0 $6.0000 $0.00
Subtotal $56.00
Total Charge for Services $954.67
Unit Price 0.0000
Volume Price
1-999 0.4000
1,000-4,999 0.3800
5,000+ 0.3600
Unit Price 0.0000
Flat Charge 50.0000
Volume Price
101+ 1.0000
* Volumes and Balances on this Pro Forma are estimated. Actual volume and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

AVS STANDARD 7954
Ranged
REPORTING EMAIL DELIVERY 8232
Tiered
Pro forma Notes, Assumptions & Disclaimers
Additional Pricing Detail

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C O N F I D E N T I A L
Earnings Credit Rate (ECR) FAQ
What is the Earnings Credit Rate product?
Clients can earn a credit, a soft dollar value calculation, on cash balances held overnight in non-interest bearing account. This Earnings Credit Allowance (ECA) can be utilized to offset Treasury Services fees and may enable you to realize greater value for your cash compared to other alternatives. The ECA is automatically applied to offset banking service fees for the applicable billing period.

How does the Earnings Credit Rate Program work?
At the end of each month, the total ECA is calculated by J.P. Morgan based on the account’s average balances for the month and the ECR rate. This resulting ECA is reflected on clients’ account analysis statement and is automatically applied to offset certain banking service fees.

How is the Earnings Credit Allowance calculated?
The ECA is calculated monthly and posted to the client’s account analysis statement at month-end using the following formula:

ECA = ECR rate x Average Monthly Investable Balance x Actual Number of Days in the Month / Actual Number of Days in the Year What factors are considered in determining the Earnings Credit Rate? The ECR rate is a managed rate set periodically by J.P.Morgan after considering a range of factors, such as the market rate environment. Using a managed rate helps maintain pricing flexibility while minimizing client exposure to the short- term rate volatility that could result from using an indexed rate.

Will I be able to aggregate balances to offset fees from multiple accounts? Yes. ECA is calculated based on balances across multiple accounts in one billing group and can be aggregated to offset applicable banking service fees generated by all accounts in that billing group. The Client instructs the Bank on which of their accounts are to be included in a particular billing group.

What happens if there is an unused Earnings Credit Allowance at the end of the month? Excess ECA expires at the end of the billing period and cannot be carried forward to the next month. J.P Morgan recommends that clients continuously monitor and adjust their balances to maximize their use of available ECA.

How will I be informed of the ECA earned on my accounts? The ECR and the ECA are displayed each month on the clients’ billing statement.

How will ECA be reflected in my financial results?
Clients are advised to consult their accounting and tax advisors to discuss the potential impact of ECA on their financial results and/or taxes.

J.P. Morgan Payments
Exhibit A-2 - Earnings Credit Rate

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C O N F I D E N T I A L
What are the potential benefits of the Earnings Credit Rate product?

Fully Liquid – DDA balances receiving ECA are fully liquid throughout the business day, with no restrictions on withdrawals.

Operating Efficiency – ECA is automatically applied to your monthly bill to offset banking services fees, which can help you to simplify and streamline your operations.

Optimize Returns – ECA may provide an attractive value for DDA balances as compared to short-term investments.

Cash Outlay Reduction – Using ECA to offset banking service fees can lower overall cash outlays for operating expenses, which may help to optimize operating income.

For any questions, please contact your J.P. Morgan Relationship Manager.

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C O N F I D E N T I A L

Disclaimer

This material was prepared exclusively for the benefit and internal use of the JPMorgan client to whom it is directly addressed (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating a possible transaction(s) and does not carry any right of disclosure to any other party. In preparing this material, we have relied upon and assumed, without independent verification, the accuracy and completeness of all informati on available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us.

This material is for discussion purposes only and is incomplete without reference to the other briefings provided by JPMorgan. Neither this material nor any of its contents may be disclosed or used for any other purpose without the prior written consent of JPMorgan.

J.P. Morgan, JPMorgan, JPMorgan Chase, Ch ase, Chase Merchant Services, and Chase Payment Solutions are marketing names for certain businesses of JPMorgan Chase & Co. and its subsidiaries worldwide (collectively, “JPMC”).

Products or services may be marketed and/or provided by commercial banks suc h as JPMorgan Chase Bank, N.A., securities or other non-banking affiliates or other JPMC entities. JPMC contact persons may be employees or officers of any of the foregoing entities and the terms “J.P. Morgan”, “JPMorgan”, “JPMorgan Chase”, “Chase”, “Chase Merchant Services” and “Chase Payment Solutions” if and as used herein include as applicable all such employees or officers and/or entities irrespective of marketing name(s) used. Nothing in this material is a solicitation by JPMC of any product or service which would be unlawful under applicable laws or regulations.

Investments or strategies discussed herein may not be suitable for all investors. Neither JPMorgan nor any of its directors, officers, employees or agents shall incur in any responsibility or liability whatsoever to the Company or any other party with respect to the contents of any matters referred herein, or discussed as a result of, this material. This material is not in tended to provide, and should not be relied on for, accounting, legal or tax advice or investment recommendations. Please consult your own tax, legal, accounting or investment advisor concerning such matters.

Not all products and services are available in all geographic areas. Eligibility for particular products and services is subject to final determination by JPMC and or its affiliates. This material does not constitute a commitment by any JPMC entity to extend or arrange credit or to provide any other products or services and JPMorgan reserves the right to withdraw at any time. All products and services are subject to applicable laws, regulations, and applicable approvals and notific ations. The Company should examine the specific restrictions and limitations under the laws of its own jurisdiction that may be applicable to the Company due to its nature or to the products and services referred herein.

Any mentions of third-party trademarks, brand names, products and services are for referential purposes only and any mention thereof is not meant to imply any sponsorship, endorsement, or affiliation.

Notwithstanding anything to the contrary, the statements in this material are not intended to be legally binding. Any products, services, terms or other matters described herein (other than in respect of confidentiality) are subject to, and superseded by, the terms of separate legally binding documentation and/or are subject to change without notice.

Changes to Interbank Offered Rates (IBORs) and other benchmark rates: Certain interest rate benchmarks are, or may in the future become, subject to ongoing international, national and other regulatory guidance, reform and proposals for reform. For more information, please consult:
https://www.jpmorgan.com/global/disclosures/interbank_offered_rates.

JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured.

JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. with limited liability.

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PN: 3160218 DOC ID: 1 Page 1 of 48
ACCOUNT TERMS V1.7_02_03_21

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

References to the “Bank” shall mean JPMorgan Chase Bank, N.A. , and any of its affiliates. References to the “Customer” shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are, r egardless of their location, referred to as “Accounts”. Refer ences to “Services” shall mean services o ffered by the Bank and subject to the Accoun t Terms and any applicable Service Terms. References to “Service Terms” shall mean any terms and conditions regarding specific types of Accoun ts or Services that are subject to the Account Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account-related documentation, including signature cards and application forms (the “Account Documentation”).

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

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

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

1. Authorized Persons.

1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that identifies a person authorized to act on behalf of the Customer (“Authorized Person”) with respect to the Accounts and Services, until the authority for such Authorized Person is wit hdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer wil l provide a specimen signature for Authorized Persons in the manner requested by the Bank.

1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behal f of the Customer to: open, operate and cl ose Accounts; overdraw Accounts as pe rmitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts o r Services, including Account Documentation; execute gua rantees, indemnities or other undertakings to the Bank in relation to guarantees, l etters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments (“Items”); receive materials related to security procedures; and give instructions (“Instructions”), including requests and payment orders, by means other than the signing of an Item, with respect to any A ccount transaction. Without limitation, s uch Instructions may direct: (i) the payment, transfer or wit hdrawal 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 r egarding the Accounts; (v) any other transacti on of the Customer with the Bank; or (v i) the amendment or cancellation of any prior Instruction.

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

1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an “Access Request”, and the third party designated in such form will be referred to as a “Third Party”).

Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initia te 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 w riting, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party’s completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respec t to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instruct ions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank wri tten notice of such revocation; such revocation shall be effective when the Bank has received such notice and has had a reasonable opportunity to act upon it.

2. Security Procedures; Confirmations.

2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank’s security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use Exhibit B - Included Service Terms

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of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is under stood that the purpose of the security proc edure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized.

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

Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank’s electronic c hannels, the Customer’s SWIFT BIC codes, or other electronic channels through which the B ank has notified Customer that it will accept Instructions, then Bank may rely on authentication procedur es established by such electro nic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer, whether or not authorized. By using an electronic channel to provide Instructions to the Bank, the Customer agrees that this security procedure is commercially reasonable for such Instructions.

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

2.2 Confirmations. If the Customer, other than with respect to security procedur es, chooses to confirm an Instruct ion, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction.

3. Deposits.

3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Items are handled for collection. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost whil e in the Bank’s possession. For purposes of determining when an Item is sent to t he Customer, the provision of an image of the Item or informat ion 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 re ceiving funds for the Customer’s credit and those funds are not actually received by the Bank; or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer’s credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft.

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

4. Payment of Items.

4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the A ccount, in accordance with the Bank’s usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means th at an Item drawn on an Account has been deposited for collection. The Bank may deter mine 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 proce eds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer’s or Authorized Person’s obligations.

4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen.

The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the

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Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further, the Customer shall not put any condition, restriction, or legend on any Item; and the Bank is not required to comply with any such condition, restriction or legend.

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

5. Funds Transfer Instructions.

5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instru ctions 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 amendm ent of funds transfer Instruct ions must be clearly marked as such and received at a time and in a manner a ffording the Bank a reasonable opportunity to act on the cancell ation 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 fo r, or deduct from the amount of the funds transfer, all associated fees, including d ebit and credit processing charges. In processing a funds transfer, other ban ks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing.

The Bank shall not be required to inquire into the circumstances of any transaction.

5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwi se use any means of executin g the funds transfer Instruction that the Bank deems reasonable in the circumstances.

5.3 Inconsistent Name and Number. The Bank and other financial institutions, includ ing 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 t he Customer’s name for payment in a currency (the “Non-Account Currency”) other than the currency of the Account (the “Account Currency”), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non-Account Currency. If the Bank receives a payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the pu rchase price to the Customer’s Account in lieu of the Non-Accoun t Currency.
(b) The applicable foreign exchange rate and spread for any of t he foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which com parable transactions are entered into with other customers o r the range of foreign exchange rates or spreads at which the Bank ot herwise enters into foreign e xchange transactions on the relevan t date.

The Bank may generate additional profit or loss in connection with the Bank’s execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion; and (ii) the Bank may manage the associated risks of the Bank’s own position in the market in a manner it deems appropriate without regard to the impac t of such activities on the Customer. Any such foreign excha nge 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 acti on 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 present ed for payment within one hundred eighty (180) calendar days afte r 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 det ermines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft.

6. Interest; Fees; Taxes.

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

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6.2 Fees and Taxes.
(a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance-deficiency, and service fees and other charges (collectively “Fees”). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdr aft of the Account. References to “Taxes” shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, char ges, stamp, transaction and other duties and withholdings (tog ether with any related interest, penalties, fines, and expenses) in connection with t he 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-o ff or counterclaim, and free of any withholding or deduction (coll ectively, 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 it has made payment to the applicable authority, a certified copy of th e original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or re imburse the Bank for any Taxes which the Bank is required to ac count 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 adv ices (“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 pr omptly examines each Account S tatement 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 B ank. Electronic Account Statements, if applicable, shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means (including by posting such Account Statement on a Bank website).

8. Overdrafts.

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

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

9. Set Off; Security Interest.

9.1 Set-Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for paym ent, 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 toward s payment of any amount owing by the Customer to the Bank o r any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary.

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9.2 Security Interest. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates.

10. Confidential Information; Agents; Consents.

10.1 Confidential Information. “ Confidential Information” means and includes all non-public information regarding the Customer, its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank’s breach of this section, information the Bank develops independently without the use of Confidential Information, or information the Bank obtains from a third-party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the sa me manner it maintains its own confidential information. (b) The Customer authorizes the Bank and it s agents, employees, officers and directors and affiliates to use Confidential Infor mation (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 tr ansaction screening purposes, (iv) for the prevention or investigation of crime, frau d or any malpractice, including the prevention of te rrorism, money laundering and corruption, (v) to improve and develop products or ser vices, including, but not limited to using data analytics, (vi) for comp liance with any legal, regulatory or tax requirements or tax r eporting 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 se t forth in subsection (b), the Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to disclose Confidential Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or service provider, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties a re subject to equivalent confidentiality obligations; (ii) to the Bank’s professional advisors, auditors or public accountants; (iii) the Ba nk’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 Informati on as required by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulat ory or supervisory authorities, or law enf orcement agencies with jurisdiction over th e 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) per mitted disclosures of Confidential Informat ion may be transmitted across national bo undaries in the context of outsourcing arrangements and through networks, including networks owned and operated by third parties; and (ii) the Bank may process or store, or engage service pr oviders to process or store Confidential Information on its behalf, both in its own p remises and those of its services providers, located in, amongst others, the European Economic Area, the United States of America, India, t he Philippines, Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile, South Africa, Russia and any other country where the Bank or such service providers conduct business.

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

10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Pe rsons, users of the Bank’s electronic access systems, officers and directors, employees, benef icial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issui ng items or maintaining an Acco unt), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Accounts or Services.

11. Liability Limitation; Force Majeure.

11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of an y 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 s hall not, in any event, be liable for indirect, spec ial, consequential or punitive loss or damage of any kind (including lost profits, loss of b usiness or loss of goodwill), in each case, whether or not foreseeable, even if th e Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether t he claim for loss or damage is made in negligence, gross negligen ce, 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 lo ss 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 G od, 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 empl oyees), war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure or malfunction, including inability to obtain or interruption of communications facilities, or failure of any agent or correspondent, or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non-ava ilability of appropriate foreign exchange or foreign currency, or any cause beyond i ts reasonable control.

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12. Indemnity.

The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) (collectively, “Losses”) arising out of or resulting from: (i) the Bank’s acceptance or execution of any request, direction or transac tion in connection with any Account or any Ser vice 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, it s agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud.

13. Notices.

13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices and other documents may be delivered, made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile transmission, electronic means and channels (including SWIFT message, emails and by posting on a Bank website) or by such other means as the Customer and the Bank may agree upon from time to time.

13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Cu stomer in writing from time to time, and must be sent by ordi nary mail, by courier, by facsimile transmiss ion, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received.

14. Termination.

Either the Bank or the Customer may close an Account and/or terminate a Service:
(a) by giving the other party not less than thirty (30) calendar da ys’ prior written notice of intent to close or terminate, or (b) immediately upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentatio n or Service Terms by the other party; (ii) the other party’s inability to meet its debts as they become due, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party’s creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determinati on in good faith by the terminating part y 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 par ty that the other party is engaged in activities that are inco nsistent 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 Instru ctions 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 requ est 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 A ccount, all Services linked to such Acc ount are simultaneously terminated (unless ot herwise specifically agreed to by the parties). In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated, the Bank may issue a cashier’s check and send it to the address of the Customer on the Bank’s record.

15. Account Disclosures.

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

15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an Account, or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regarding the persons authorized to issue Instructions; (ii) as required by applicable law, legal process af fecting the Account, or order of any rele vant government regulatory, judicial or tax authority, incl uding a levy or restraining notice; (iii) t he 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,

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agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United State s are not payable in the United States and: (i) are not insured by the Feder al Deposit Insurance Corporation or any other United States g overnmental agency; (ii) are subject to cross-border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank.

15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties.

16. Governing Law and Procedure.

16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the 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 an y 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 aga inst 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 c ountries, states or provinces.

17. Miscellaneous.

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

17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will be binding on each of the parties’ successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under 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 Term s and Account Documentation (a) to any affi liate 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 Documentat ion 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 Serv ice Terms and any Account Documentation. Wo rds in the singular import the plural and vice versa.

If any provision of the Account Terms, t he Service Terms and any Account Documentat ion shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms t he Service Terms and any Account Documentation shall not be affect ed. The term “including” shall in all cases mean “including without limitation” unless otherwise indicated. The term “affiliates” shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity . The term “applicable laws” or similar terms shall mean any law, statute, order, decree, rule, injunction, licens e, consent, approval, agreement, gui deline, 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 prev ention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those adminis tered by the Office of Foreign Assets Control of the U.S. Depa rtment 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 bus iness by any law applicable to the Bank, o r in any case where compliance would, in the Bank’s opinion, conflict with applicable law or market practice or its own policies and procedur es. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability.

The Bank may direct the Customer (a) to make changes to the activity in the Customer’s Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involv ing particular parties from time to time, and (b) not t o use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions.

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17.6 Amendments; Supplements; Waivers. All amendments must be in writing. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or s upplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implem ented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable.

The Bank may waive any of provision of thes e Account Terms, the Account Documentation or the Service Terms, but such waiver sha ll 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 Acc ount Terms, the Account Documentation or the Service Terms. The rights and remedies in the Account Terms, the Service Terms and any Account Documentation are cumulative and are not exclusive of any other rights or remedies provided by applicable law.

17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) for itself or its assets from ju risdiction of any court, suit or legal proc ess (whether from service of notice, injun ction, attachment, execution or enforcement of any judgment or otherwise), the Cust omer irrevocably waives and agrees not to claim such immunity a gainst 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 Docum entation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Inter net in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services fo r 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 ack nowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the pur poses of ensuring compliance wi th the Bank’s legal and regu latory obligations and the Bank’s internal policies. The Customer shall notify and obtain their employee’ s consent to such recording and monitoring where required by applicable law.

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

17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and d iscard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equiva lents for any purpose and in any forum, venue or jurisdic tion, including objections aris ing from the Bank’s role or acquiescence in the destr uction of the originals.

17.12 Intellectual Property. All intellectual property rights in or relating to a Serv ice, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part an y part of a Service, without the prior written consent of the Bank. Further, Customer shall not make any public announcements (i ncluding interviews) or publish any promotional or marketing materials, publicity or press releases, customer listi ngs, testimonials or advertising in relation to the Accounts or Services or the subj ect 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 terror ism and money laundering activiti es, 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 t he Customer. The Bank may also request and obtain certain info rmation from third parties regarding the Customer. For purposes of this prov ision, the Customer, to the ex tent required by applicable law, shall include any Authorized Person or signatory on an Account.

Information. To fulfill the Bank’s “know your customer” responsibilities, the Bank will request information from the Customer from time to time, inter alia, regarding the Customer’s organization, business, Third Parties and, to the extent applicable, Authorized Persons an d 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 documen tation in connection with the provision of t he Accounts or Services. Any information and/or documentation furnished by the Customer is th e sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Cust omer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohi bited by applicable law, the Customer agrees to provide complete responses to the Bank’s requests within the timeframes specified. The C ustomer 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 hel d for the benefit of third pa rties, whether as

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fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Ba nk may, at its sole discretion and subject to such further conditions as it may impose, including execution of further documentation in form and manner acceptable to the Bank, permit t he holding of such Accounts or deposits o r receipt of funds. Unless prohibited by applicable law, the Customer agrees to pr omptly disclose to the Bank activity in the Customer’s Acc ounts that is suspicious or violates applicable laws or sanctions.

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

17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account 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 Author ized Person “click” or electronically sign to indicate the Customer’s approval of such terms. The Customer agrees that the act of “clicking” its acceptance or applying its electronic signature (or any similar act which has the same effect) with respect to any such Service Terms or Account Documentation will be evidence of Customer’s acceptance of such Service Terms and Account Documentation, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such Service Terms and Account Documentation.

18. Interpleader; Reimbursement.

18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Custom er’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 per sons authorized to act or purportedly autho rized to act on behalf of the Customer. If p ermitted by the court, the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute.

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

19. Provisional Recredit.

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

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ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.15_03_14_25

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 Unit ed States of America (“U.S.”) and to Services provided in connection with such U.S.

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

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

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

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

3.4 Verification; Adjustments. Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit t icket. 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 occurri ng 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. dolla rs 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 carri er 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 h ouses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks (collectively “Rules & Regulations”).

3.11 Substitute Checks. The Customer will not deposit any substi tute 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. T he 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 Res erve 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 Cu stomer 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 B ank harmless from and against any claims, liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from any breach of the foregoing warranty.

3.14 Electronically Created Items. The Customer should not deposit electronically created items (“ECIs”) to its account, as suc h term is defined in Federal Reserve Regulation CC. ECIs are included in the definit ion of an Item. If the Customer does deposit an ECI, the Custome r authorizes the Bank to debit the Customer’s account for any claim, return or adjustment related to the ECI, and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from the Customer’s deposit of the ECI.

3.15 ATM Cards. The Bank may issue one or more automated te ller machine (“ATM”) cards (“Cards”) and personal identification numbers (“PINs”) to Customer’s employees or agents for use in initiating certain A ccount 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,

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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 ha s been lost or stolen, the Customer shall immediately cont act the Bank’s ATM call center. All ATM trans actions are subject to verification. A ny deposit transaction through an ATM that is not made on a business day or made after the Bank’s designated cut-off time will be processed on the Bank’s next business day.

3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account t hat are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt of any f unds or deposits in connection therewith. The term “unlawful Int ernet gambling,” as used in this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb).

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

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

4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more signatures on Items drawn on the Account, or (ii) limits the amount for which an Item can be issued, the Customer acknowledges that any such requirements are solely for the Cust omer’s own internal control purposes. The Customer ag rees that, provided that the Bank follows its usual and customary procedures for proc essing and paying Items, the Bank will not be liabl e for paying any Item (a) lacking the requir ed number of signatures, or (b) in an amoun t exceeding the applicable limit.

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

4.8 Obscured Endorsements. The Customer assu mes responsibility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer’s: (i) issuance of an Item in such a manner that information, marks or bands on the back of the I tem obscure endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements.

4.9 Negotiation Outside of U.S. If an Item is transferred or negot iated 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 Ru les & Regulations, as if such Item were negotiated or otherwise transferred in the U.S.

4.10 Stop Payments. A stop payment Instruction from the Customer will be effective with respect to an Item if: (i) the Bank has a reasonable opportunity to act on such Instruction prior to its payment or encashmen t, which shall be at least one (1) full Business Day following the Business Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required by the Bank, the information is complete and is delivered to the location designated by the Bank. For purposes of this Section, “Business Day” means a day on which the Bank is generall y open for business in the jurisdiction where the Account is maintained. Stop payment Instructions, unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless th e Bank receives Customer’s revocation of a stop payment Instruction. The Customer may request, through the Bank’s call center or other authorized representative, a non-renewable stop payment, which will be effective for a period of time agreed to by the Bank . The Bank shall not be liable for any Item properly paid or cashed prior to the effe ctive time of a stop payment request. The Customer acknowledges that a stop payment in struction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it.

4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration or unauthorized signature or endorsement on any Item issued by the Customer, unless the Customer establishes t hat the Bank failed to handle the Item with ordinary care, and th at 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 ca re contributed to the loss. The Bank may process any Item by electronic means and is not required to inspect the Item payed by automated payment processing.

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

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Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following provisions:

5.4 Foreign Exchange.

(d) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account, the Bank is authorized in its discretion to enter in to a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non-Account Currency of such benefici ary 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 reques t, including the reference number given for the transaction, an d 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 paym ent within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account.

5.7 Credit Entries Received Through Automated Clearing House (ACH) System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not rece ive final payment, the Bank may revoke t he provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originat or 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 Cus tomer 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 am endment and cancellation of payment orders.

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

5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order b ears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer’s standard payment orders. If the Customer’s payment order bears the codeword “TIMED” in such field as the Bank specifies, the Ba nk 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 avo idance of doubt, all payment orders are subject to t he Bank’s acceptance, and the Bank will have no liability for failure to process paym ents by the time requested by the Customer.

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

5.11 Messaging Standards. To the extent t here is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16.1, the governing law set forth in Section 16.1 will govern.

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

6.4 Earnings Credit Account Analysis.

(1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the “ECR Service”) on eligible Accounts. The Bank will calculate a credit (the “Earnings Credit”) by applying an earnings credit rate (the “ECR”) to all or a portion of the balances held in the eligible Account (the “ECR Balance”).

(2) The Bank will apply the Earnings Credit calculated for eac h 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 produc ts 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 ex cess Earnings Credit remaining a fter an ECR Application expires immediately and will not be carried forward or backward in relati on to the billing period in which the Fees are charged. The Cu stomer remains responsible for paying all remaining Charges after the ECR Application.

(3) The Customer hereby acknowledges and agrees that: (i) Earni ngs Credit is not interest for tax purposes and, unlike interest from a tax perspective, 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 ow ed 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 t he Bank (a) any Earnings Credit ear ned by the Customer or any of its subsidiaries, affiliates or related entitie s and/or (b) their respective rights to rece ive payment in relation to Charges incur red by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service.

(4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of th e legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes

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no representation as to how the ECR Service or the Earnings Cr edit will be interpreted or treated for legal, tax, accounting or any other purpose.

(5) The Bank, in its sole discretion, may terminate the ECR Serv ice for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the B ank, provided, however that the Bank shall have a reasonable opportunity to act upon an y termination request.

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

7.2 Images Sufficient. The Customer acknow ledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors, as required in this Section. The Bank is not req uired 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 c alendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement (“Errors”). The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to in vestigate 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 fail ed to exercise reasonable care and promptness in examining Account Statements and paid I tems or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed loss and the 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 Accoun t 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 serv ices for the delivery of account-related information (“Advices”) to a party designated by the Customer, including information relati ng to credits and debits to a Customer account, and the return or rejection of certain payments.

Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that wi ll 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, includi ng affiliates, branches or units located i n any country in which Bank conducts business or has a service provider. The Customer authorizes Bank to transfer Customer information to such affiliates, branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided.

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

15.5 Withdrawal Limitations on Certain Acc ount Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instruct ions (including check, draft, debit card or similar order payable to third parties ) that can be made from a savings account (including a savi ngs 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. Exceedi ng 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 conditi ons. 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 re gulatory reporting and internal accounting purposes, to divide a n Account: (i) in the case of a demand deposit checking Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing sa vings 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 bet ween these sub-accounts in accordance with U.S. law at no cost to the Customer. Th e Bank will record the sub-accounts and any transfers between them on the Bank’s books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein.

15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer’s demand deposit or NOW sub-account, which it may change at any time. To the extent funds in the demand deposit or NOW sub-account exceed the target balance, the excess will be transferred to the Customer’s savings sub-account, unless the maximum number of transfers from the savings sub-account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub-account exceed the available balance in the demand deposit or NOW sub-account, funds from the Customer’s savings sub-account will be transferred to the demand deposit or NOW sub-account up to the

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entire balance of available funds in the sa vings sub-account to cover the shortfall and to replenish any target balance that th e Bank has established for the demand deposit or NOW sub-account. If a sixt h transfer is needed during a calendar month or statement cycle , it will be for the entire balance in the Customer’s savings sub-account, and such funds will remain in the dem and deposit or NOW sub-account f or the remainder of the calendar month or statement cycle.

15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no ac tion on the part of the Custome r and will not change the Bank’s operations, Services or customer support.

15.10 No Fiduciary Relationship. Bank’s relationship with Customer concerning t he Accounts is that of a debtor and creditor. N o fiduciary, quasi- fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts.

Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the following provision:

16.1 Except as otherwise agreed in writing by the Bank and t he Customer, the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S. shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules). Each of the Customer and the Bank irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any State or Federal court sitting in the City of New York, New York over any action, suit, proceeding, claim or controversy arising out of or relating to the Account Terms which includes this Addendum. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as pr ovided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank.

Section 16 of the Account Terms (Governing Law) is amended by adding the following provision:

16.4 In the event the Bank is required to remit funds to any state as abandoned property, the A ccount may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts.

Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions:

17.15 When the Customer provides the Bank any information requested by the Bank under its “Know Your Customer” or Anti-Money La undering or other compliance polices pertaining to any natural or other pers ons, the Customer represents and warrants to the Bank that the Customer has obtained that person’s consent that the Bank may make continued use of that person’s information in order for the Bank to discharge any of its responsibilities in connection with “Know Your Customer” or Anti-Money Laundering, or other compliance purposes.

17.16 Beneficial Ownership. Customer agrees to adhere to the FinC EN Customer Due Diligence final rule which requires certain en tities to provide and certify beneficial ownership information to the Bank at 10% and provide information on a controller when opening a new USD account. The Bank is required to collect and validate certain information (e.g . Name, Address, DOB, SSN or Passport # for non US individuals ) for new accounts impacted by the rule. If an entity is exempt from rule, the Bank may require documentation to support the exemption.

17.17 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U .S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer’s Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means which would enable its customers to draw on the Customer’s Account. These types of arrangements are typically called “payable through accounts” and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is prohibited without the express written approval of the Bank.

17.18 No Advice. The Customer acknowledges and agrees that t he Bank has not provided and will not provide any investment, tax or accounting advice or recommendation in relation to the Accounts or any investments made under any Service.

17.19 ERISA Status. The Customer will notif y the Bank in writing, reasonably in advance of the Account opening, if any Accounts or monies it holds or places with the Bank are subjec t to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), together with all the rules promulgated thereunder, or Section 4975 of the Internal Revenue C ode, together with all the rules promulgated thereunder. The B ank may, in its sole discretion and subject to such further conditions as it may impose, including, without limitation, execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds.

17.20 Additional Representation for ERISA Benefit Plans .
(i) If the Customer is or represents a “benefit plan,” as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regul ations Section 2510.3-101, as modified by Section 3(42) of ERISA (together, th e “Plan Asset Rules” and each such benefit plan investor, a “Benefit Plan”), or is acting on behalf of one or more Benefit Plans, the Customer represents and warrants that:

(6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan.

(7) the Benefit Plan fiduciary (the “Plan Fiduciary”) is independent of the Bank, and is not an individual acting for his or he r own Individual Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 19 40 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the se rvices of managing, acquiring or disposing of assets of a Benef it Plan; (c) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment adviser

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under the laws of the state in which it maintains its principal office and place of business; (d) a broker-dealer registered un der the Securities Exchange Act of 1934, as amended; or (e) has, and will at all times have, total assets of at least U.S. $50,000,000 under its management or control;

(8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services;

(9) the Plan Fiduciary is a “fiduc iary” with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan;

(10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and

(11) the Plan Fiduciary has been informed (a) t hat the Bank is not undertaking to provi de impartial investment advice or to giv e advice in a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of the Bank, as disclosed in the Account Terms and Service Terms.

(ii) The representations and covenants in the above clauses are intended to comply with the U.S. Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. R eg. 20,997). If these regulations are revoked or repealed, t hese representations shall be deemed no longer in effect.

17.21 FDIC Part 370 Disclosure. If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal De posit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining t he insured status of funds in each Accoun t, and (b) provide the FDIC with the info rmation that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format sp ecified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed.

The Customer further acknowledges and agrees that following a Ba nk Receivership: (i) a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the depos it insurance determination and such hold will not be released un til the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the ben eficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Ac count being frozen until the information is received, delaying receipt of FDIC insurance proceeds.

Notwithstanding other provisions in this Ag reement, this section survives after the FD IC is appointed as the Bank’s receiver, a nd the FDIC is considered a third party beneficiary of this section.

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AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S.

The Bank’s policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available.

A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank’s cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. How ever, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, ev ery day is a business day, except Saturdays, Sundays, and f ederal holidays.

Availability with respect to any deposit will be determined by the location of t he banking center or other facility where the d eposit was received.

For deposits made at the Bank’s automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen.

B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made:

 Cash;
 Wire transfers; and
 Electronic direct deposits to an account.

C. Next Day Availability. Funds from the following deposits are available on the first business day after t he business day the Bank determines the deposit is made:

 U.S. Treasury checks that are payable to the Customer;  Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and  At least, the first $275 from a day’s total deposits.

If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made:

 State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used;
 Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special deposit slip, available upon request a t any Bank banking center, is used; and
 Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer.

If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Ava ilability of Other Check Deposits section below.

D. Availability of Other Check Deposits. Generally, funds from all other deposits of c hecks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will bec ome available no later than the second business day after the bus iness day in which the check is reprocessed.

E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $275 of the aggregate deposit will be available on the first business day after the day of deposit.

If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Custome r and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit .

Funds deposited by check may be delayed for a longer period under the following circumstances:

 The Bank believes a deposited check will not be paid;  Deposited checks for all of the Customer’s accounts total more than $6,725 in any one day;  The Customer redeposited a check that has been returned unpaid;  The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or  There is an emergency, such as failure of communications or computer equipment.

In such circumstances, funds will generally be available no later than the seventh busi ness day after the day of deposit. Incle ment weather or transportation problems may lead to additional delays under certain availability schedules . Customer may have specific availabi lity schedules related to a banking service.

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F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open:

 Funds from deposits of the first $6,725 of that day’s total deposits of cashier’s, certified, teller’s, traveler’s and federal, state and local government checks payable to the Customer will be available on the first business day after the day of deposit. The excess over $6,725 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank’s employees, the fi rst $6,725 may not be made available until the second business day after the day of deposit; and
 Funds from all other check deposits will be made available no la ter than the fifteenth business day after the day of deposit.

G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward proce ss any Item over $99,999,999.99 and considers such Items as “non-cash items.” Such Items should not be deposited in the Account. If Customer does deposit such an Item, the Bank may refuse to process such Item or handle it as a collection Item. If handled as a collection Item, Customer credit and availability will be deferred accordingly.

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V5.7_04_30_25
Consolidated
Service Terms

J.P. Morgan Chase provides an array of treasury services to meet your business n eeds. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative.

TREASURY SERVICES (UNITED STATES)

COMMERCIAL BANK

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Welcome to JPMorgan Chase Bank, National A ssociation (“J.P. Morgan”, “Chase”, or “Bank”). We are pleased that you have decided to maintain a banking relationship with us. This Conso lidated Service Terms booklet (“Booklet”) cont ains the terms and conditions for certain cash management services (“Service Terms”) J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regard ing Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service term s provided to you from time to time will gover n your existing and future deposit accounts m aintained with us, in addition to those services that the Bank provides to you, as applicable.

This Booklet includes Treasury Services Se rvice Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank’s Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase . JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.

We look forward to serving your business needs and thank you again for choosing Chase.

SERVICES FOR CUSTOMERS
A. ACH Origination Service Terms V2.2_10_28_22
B. ACH Transaction Blocking with ACH Positi ve Pay and ACH Transaction Review Service Terms V1.4_09_27_24 C. Lockbox Service Terms V1.5_05_20_21
D. Coin and Currency Service Terms V1.6_12_06_19
E. Positive Pay Reverse Positive Pay and Payee Verification Service Terms V1.5_01_04_23 F. Controlled Disbursement Service Terms V1.4_10_25_13
G. Image Cash Letter Service Terms V2.0_12_27_23
H. Check Print Service Terms V2.2_10_16_24
I. ACH Tax Payment Service Terms V1.2_04_30_25
J. Remote Capture Services Terms V1.4_07_21_23
K. JP Morgan TS Electronic Channels Service Terms V4.4_01_24_25 L. Healthcare Link Processing Service Terms V1.3_08_25_22

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SERVICE TERMS – CONSOLIDATED SERVICE TERMS BOOKLET

The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms

ACH ORIGINATION SERVICE TERMS V2.2_10_28_22

The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules.

Customer and JPMorgan Chase Bank, N.A. (the “Bank) agree to comply with and be bound by the Rules as in effect from time to time.

1. Service. Bank provides automated clearing house (“ACH”) origination services that will enable Customer to do one or more of the following:

 originate ACH Debit Entries;
 originate ACH Credit Entries; and
 instruct the Bank to issue or transmit prenotifications, reve rsals, requests for return, notifications of change or other information pertaining to the Entries.

Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. Further, the Customer’s origination of WEB, TEL and IAT Entries req uires additional pre- approval by the Bank; if the Customer attempts to originate su ch Entries without first obtaini ng such approval, the Entries may be suspended, delayed or rejected pending completion by the Bank of product due diligence, know-your-customer and/or other review as the Bank determines to be necessary in its discretion. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator.

It is Customer’s responsibility to provide En tries and instructions to Bank with all t he necessary information to complete Cust omer’s requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies fo r acceptance. All requests to Bank must be received by Bank before Bank’s established cut-off time in order for processing to commence on that ACH processing day. Any request that i s incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH trans actions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned.

If Customer wants Bank to re-process those transactions or transmissions, Customer must correct them and re-submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank’s auditors and other personnel with reasonable access at all reasonable times to the Customer’s facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer’s compliance with these Service Terms and the Rules.

2. Security and Data Protection Procedures. All instructions received by Bank in Customer’s name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer’s name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies m eeting standards acceptable to Bank. If Customer uses a security procedure other than as des cribed above, Customer acknowledges that Customer refused Bank’s security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer’s name and accepted by Bank in compliance with t he security procedure Customer ch ose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibi lity for unauthorized disclosure or unauthorized access to Cu stomer’s data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver’s account number or routing number to any third party for such third party’s use, directly or indirectly, in initiating a separate Debit.

3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account with Bank that Customer specifies for the total of:

 Customer’s Debit Entries that Bank processed for settlement that day;  RCCs issued for deposit to Customer’s account on that day; and  any returned or reversed Credit Entries.

Bank may delay the availability of funds deposited into Customer’s account by Debit Entry or RC C until those transactions canno t be reversed in accordance with the Rules or applicable law.

Bank will debit Customer’s account with Bank that Customer spec ifies for the total of Credit Entr ies processed in Customer’s name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies.

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Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that.

4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of th e Bank under applicable law to comply with the requirements of th e Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further re presents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowled ges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank’s express consent to do so.

Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or ex penses (including attorneys' fees and costs) resulting directly or indirectly fro m (a) Customer’s breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof.

Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processi ng any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry.

5. Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will pr ocess these transactions in accor dance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is s ubject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may b e originated by Bank as a Debit Entry; Customer shall obt ain authorization from the Receiver in acco rdance with the Rules for any such Debit En try and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified.

If Customer originates Debit Entries to an account or accounts at a financial institut ion that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a “Non-ACH Eligible Account”), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank’s prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an “RCC”), on the Customer’s behalf. The R CC will be drawn in the amount and on the Non-Eligible ACH Account of the i ndividual or entity specified as the receiver in the Customer’s instructions and will be deposited to the Customer’s designated account with Bank, Such RCC will ther eafter be processed through the check clear ing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, t hat the person on whose account the RCC is dr awn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the B ank to debit the Customer’s account for any claim or return ba sed upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank sha ll not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has consented to provide su ch service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft.

6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and Customer is responsible for all costs and expenses of Customer’s provider.

7. Notification to Bank if Customer is or Becomes a Third Party Sender. Customer will not initiate Entries as a Third Party Sender or otherwise originate Debit Entries or Credit Entries on behalf or for the benefit of other persons or entities without prior notification to, and approval of, the Bank. Accordingly, Customer will notify Bank if Customer at any time intends to become a Third Party Sender a nd will not commence and will not commence such activity unless and until Bank approval is obtained.

8. IAT Entries. If Customer is originating Entries that are required to be form atted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank’s ACH origination channels that support IAT origination. Some of Bank’s ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank’s ACH origination channels can be used for IAT origination.

If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer’s account in the currency in which Customer’s account is denominated, and Customer is responsible for any rate fluctuations.

In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the r ights of Bank and Customer with respect to reversal or re call of such Entry are subject to the laws, regulations and payment system rules of the receiving bank’s jurisdiction.

Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank’s or RDFI’s review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made

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PN: 3160218 DOC ID: 3 Page 22 of 48

available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date.

9. Same Day Entries. The terms set forth in this Section 9 apply to any Same Day Entry, as such term is defined in the Rules, originated by the Customer. From and after the effective date specified under the Rules for Same Day Credit Entries and Same Day Debit Entries (or such ot her dates as may be communicated to the Customer by the Bank), subj ect to the conditions set forth in this Section 9, any Credit En try or Debit Entry submitted to the Bank that meets the criteria set forth in the Rules for a Same Day Entry (“Same Day Criteria”) may be processed and released by the Bank in such time and manner as to enable same day processing and settlement by the applicable ACH Operator and RDFI.

The Bank may, in its sole discretion, provide the Same Day ACH Service to its customer segments on either an opt-out basis or an opt-in basis. If the Service is provided to the Customer on an opt-out basis, any Credit Entry or Debit Entry transmitted to the Bank in the nam e of the Customer that meets the Same Day Criteria may be processed as a Same Day Entry (from and after the Respective Implementation Date), and the Customer will be charged applicable fees for such processing. The Customer may elect to exclude transactions from Same Day ACH processing by notifying the Bank in writing (or by such other means as the Bank may spec ify) of specified Company IDs t hat the Customer wants to exclud e from Same Day ACH processing even if the Same Day Criteria are met. In such case, the Bank will exclude fi les/Entries with such Company IDs from the Service. If the Service is provided to the Customer on an opt-in basis, the Customer may request that its originated Entries meeting the Same Day Criteria be processed on a same day basis; otherwise, such Entries will not be processed on a same day basis. As a result of the implementation of the Same Day ACH processing, there may be changes to the posti ng times for Entries; Same Day ACH Entries as well as Entries originated to accounts of Receivers at the Bank may be posted to Receivers’ accounts earlier than posting was occurring prior to implementation of Same Day ACH processing. Notwithstanding anything to the contrary contained in these Service Terms, certain Bank transmission channels will not provide capability for origination of Same Day ACH Entries or will provide such capability at a later time than other channels

10. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank’s termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer’s breach of the Rules.

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PN: 3160218 DOC ID: 3 Page 23 of 48

ACH TRANSACTION BLOCKING ACH TRANSACTION BLOCKING V1.4_09_27_24

WITH POSITIVE PAY AND ACH TRANSACTION REVIEW SERVICE TERMS

1. ACH Transaction Blocking

(a) Service. JPMorgan Chase Bank, N.A. (“Bank”) provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer’s account with Bank. Customer can select from a variety of authorization or blocking criteria and advise Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.

(b) Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct Company ID for each such Originator. Customer must supply the Bank, through the designate d user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The Company ID will be the sole criterion for blocking debit and credit entries ( unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator

Customer understands that Company IDs are not unique and that a Company ID may identify more than one Originator, and one Originator may have multiple Company IDs. Customer understands that Company IDs are not a perfect filter and that transactions from Origi nators may be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies. Bank will not be respons ible for transactions blocked or allowed in accordance with the instructions Customer provides for the Company ID.

2. ACH Transaction Blocking with Positive Pay

(a) Service. Bank also provides a service that a llows Customers who are currently setup on ACH Transaction Blocking to elect an optional feature which provides notification to Customers prior to posti ng or return of any ACH debit entries and/or credit entries iden tified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer.

(b) Bank will provide such notification to Customer by a method prescribed by Bank, and Cu stomer shall have an opportunity to provi de instructions to Bank prior to a designated cut-off time (“Cut -Off Time”)s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer’s Block Profile rule specifies return of such Entry), or (b) return the debit Entries and/or credit Entr ies instead of allowing them to be processed (where the Customer ’s Block Profile rule specifies processing of such transactions). If the Customer does not prov ide such instructions prior to such desi gnated cut-off time or if an Entry with a same day effective date is received after such designated cut-off time, Bank will disposition such E ntries in accordance with the Customer’s established ACH Transaction Block Profile rules

(c) Additionally, Customer may provide instructi ons to Bank prior to a designated Entry cut-off time, and in a manner and form acce ptable to the Bank to add allowable or non-allowable IDs to their ACH Tr ansaction Blocking profile rule di rectly from transactions details presented for decisioning.

(d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut-Off Time.

3. ACH Transaction Review

(a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer’s account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit tr ansactions it wishes to review or Customer may elect to re view all incoming ACH transactions subject to Section 3(d) below.

(b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer’s account. The details provided by Bank for each entry will include account number, dollar amount, company ID, receiver’s name, standard entry class code and settlement date.

(c) Customer shall advise Bank by means of an agreed upon transmi ssion method not later than Bank’s designated cut-off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wishes to return.

Bank is entitled to rely on any instruct ions which it receives and which it reasonably believes to be genuine. Bank shall retu rn all such transactions and make corresponding adjustments to the Customer’s account to which the transactions had been posted. All transactions reported to Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer.

(d) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions re viewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or r egulatory reasons. Certain transactions that the Customer advises should be returne d may nevertheless be posted by the Bank; these incl ude ACH debits or credits to the Customer ’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance.

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Concord City CouncilOctober 14, 2025

Concord City Council
October 14, 2025