Cities Index.
Minutes

Desert Hot Springs City Council
March 21, 2023

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Minutes
Meeting
March 21, 2023
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Desert Hot Springs City Council
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854
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Wells Fargo Treasury Management
City of Desert Hot Springs | 76
Pricing
Provide an estimate and compensation schedule on the scope of work as outlined in Exhibit A and a proposed fee schedule. Please understand all proposals will be evaluated based on the Scope of Work, Exhibit A, established herein. It is the responsibility of the submitter to review and understand all of the requirements in the Scope of Work. During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarification from proposing firms, or to allow corrections of errors or omissions.

We provide our pricing in the Appendix section of our proposal.

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Appendix
Pricing.......................................................................................................................... Tab A Additional information on products and services ....................................Tab B Sample implementation schedules................................................................ Tab C Investing in California ..........................................................................................Tab D Evidence of insurance............................................................................................Tab E Disclosures*...............................................................................................................Tab F *Please note that we provide our account agreements and service descriptions in a supplemental document.

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A message from your Relationship Manager Jamie O’Connell Thank you for the opportunity to review banking services for the City. This is a big decision, and I want to make sure I have fully explained Wells Fargo’s position on our quotes, services included, and enhancements we can offer you in the future. Our goal is to earn your business and show you that Wells Fargo is the obvious choice for Desert Hot Springs.

The City has an opportunity to increase efficiencies, minimize risk, and streamline your automation processes. We are providing an example of services and volumes you utilize today and identified some areas where we believe we can add value to the City’s financial goals.

Upon review of our services, Wells Fargo would like to offer the City a $5,000 transition allowance subject to the services requested, which can be used in the first 12 months after account opening.

This credit may be used at your discretion and can be applied to analysis fees, banking supplies or equipment. (Merchant services fees are excluded.)
Additionally, we would waive 100% of your set-up fees for services you are requesting in this quote. The pricing elements offered are locked in for the five-year term you requested and the earnings credit rate (ECR), currently 1.65%, is a variable rate subject to change based on market conditions and bank discretion. With today’s current rate environment and the City’s average balances, you are in a large excess position compared to what is needed to cover banking costs. .

We used $19 million for the example, but your annual reports show an average larger than this amount, and we want to be comparable to your other offers. The City also has an opportunity to invest excess balances in one of our sweep options; please see the Government Sweep options available with prospectus information. The City can choose quarterly analysis, which could apply months of excess balances to months that may have a deficit. We are confident you will find value in our technology and automation services.

Following this message, you will see a pro forma document that uses your balances to offset fees.

There is also an opportunity to invest excess balances with one of our Government Sweep options that both earn interest for the City and reduce recoupment fees applied to collected balances.

When using this feature on your accounts, it removes recoupment fees from swept balances, and invests in the money market fund. We can explore these options further if selected as a finalist.

With your balances and current rates, you have an opportunity to make vast improvements in your efficiencies, while maximizing your returns.

For more information regarding the money market mutual fund investment sweep option, obtain a current prospectus for the money market mutual fund by visiting www.allspringglobal.com/investments/mutual-funds/rate-reports/stagecoach-sweep.html We have a local branch located in the city limits to serve the residents and employees of Desert Hot Springs. Wells Fargo offers many services and webinars that can assist your community in succeeding financially. City employees are offered many tools through our branches, and should they not have a bank account with us, we will waive the check-cashing fee if the City is our customer and positive pay information is provided on those items presented.

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Every customer is unique and with that they have unique needs — we understand that. Our job is to build a strong foundation of services that focus on efficiency and risk management, and from there introduce new ideas to strategize and address areas of opportunity.

Because our Government Banking team only works with municipalities like the City, we can pull from experiences, challenges, and efficiencies that other cities have faced and be true consultants for you.

We have attached the RFP response and submitted the line-item elements as requested. There are many services that our bank can offer the City to add value and technology mentioned previously. I want to illustrate the options available that support your growth:

Cannabis Compliance: We have an approval process that reviews the tax collection and fee income for businesses allowed in the City. Should we be chosen as your next banking services provider, we will review this in more detail with you.

Investments at the City: Working with Wells Fargo, you will have access to many experts in the Government Banking network. The City could review services with our investment brokers that can offer advice on government options to increase your yields per California State code. You could utilize our sweeps for your operating balances in the checking account, or review your investments at LAIF and other options you have today.

Merchant card payments: We have included a quote based on $75,000 in annual processing for your review. You also mentioned interest in electronic checks (eCheck) being accepted as payment; we can accommodate that payment option with our ACH services. When selecting this option, please note that ACH Origination fees would apply to eCheck transactions. We understand the City uses proprietary software and you have a vendor of choice, but occasionally, we are able to use gateways compatible to your services. If this volume is significant, and we are able to connect, we can revisit these options if chosen as a finalist.

Wells Fargo commonly enters into contracts with government agencies. As an option for the City’s review, we have included a sample agreement that is used in reference to contracts for banking services and may be mutually agreed to. If the City wishes to use their own agreements, those will be reviewed further by our legal department for accuracy and mutually agreeable terms.

RFP elements and volumes considered
This quote is based on the numbers you provided and information obtained during the Q & A period. This includes:
• Balances: We used $19.252 million in balances based on the average provided in the request. Balances and activity will fluctuate but this is a good estimate of what to expect. *With a sweep option, the balances are swept to the government money market option of your choice, and in doing this, the City doesn’t accrue recoupment fees on those balances. ($2,460 savings monthly on $19.252 million, but we can come up with a balance that both covers fees and provides dividends if interested)
• Account structure: We priced four accounts to compare what you have today; however, if restructuring your accounts will allow new changes, you may decide that some accounts can be consolidated.

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• Zero Balance Account (ZBA): For the quote, we priced out one ZBA “master” account, and two other ZBA accounts based on the response.
• Deposits in the branch: There were volumes linked to services provided at the branch. It would be our goal to eliminate the need for your employees to use the branch locally for deposit and change orders, as an example. There were eight branch deposits listed. • Cash vault: We counted eight cash vault deposits per month to our cash vault in Los Angeles. We also include the access to request change orders from our online platform that can be delivered by your armored courier during your scheduled pick up.We include element pricing in the list of potential charges.
• Returned items with redeposit instructions: We can accommodate your returned item instructions and offer images with a report so you can respond quickly to items that are being returned unpaid. You may elect two attempts before marking an item returned. • Positive Pay with Payee Validation: The City will send us your check file so we can perform a positive pay match across all departments of the bank. Payee Validation will pick up the payee information to prevent fraud. We’ll notify you of unmatched items for a decision and recommend a default of return.
• ACH fraud filter: We offer ACH fraud filter (stop) and ACH fraud filter (review). If the City expects no vendor activity on the account, we can block all debits from attempting. If an account has approved vendors listed, we can add ACH fraud filter review and all unfamiliar ACH attempts would be presented to you to decision — pay or reject. Default return is recommended. This is comparable to your current service, Electronic Payment Authorization.
• ACH services: The City isn’t sending an ACH file today but may be interested in paying vendors this way in the future. If you bring payroll in-house, we can accommodate an ACH file for direct deposits to employees. If you have a need to debit accounts for services, we can review this option in more detail.
• Wire transfers: The City didn’t have much wire activity on the statement provided, but we show incoming wires and the price for outgoing wires as part of our optional pricing. Wires are sent through our online banking portal and require dual custody. • Reports: We are giving quotes for previous day reporting with 120 days storage, intraday (current day) reports, Full Account Reconcilement reports, and access to search our online banking portal for transactions that are loaded during that period. • Set-up charges: We are waiving all set-up charges for services quoted in the Treasury Management Pro forma.

Value-added services to consider
The following represents recommendations of services that may create synergies and efficiencies to your current and future processes. These recommendations come from experience working with your peers and from recent events. We are more than willing to discuss these in detail during the finalist process or at the City’s request. Pricing (if any) for the recommended services will be provided upon further discussion and scoping.

When reviewing updated solutions, keep in mind the efficiencies that will improve the workload on the finance staff at City Hall.

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Should you elect to move forward with Wells Fargo, we want to share some of our best-in-class services that other cities are utilizing today.
• Merchant Services and Wells Fargo Payment Gateway®: We offer merchant services processing, with an optional service fee model and capabilities. As a government agency, you may recoup some of the processing costs associated with taking card transactions on non-utility payments. We can incorporate this technology to your website for electronic payments from residents.
• Commercial Card: Wells Fargo offers an all-in-one expense tool that encompasses purchasing card, automated payables with dual controls, vendor outreach to promote adoption, an employee expense tool for reimbursement, receipt imaging, and a revenue share option back to the City. Our team conducts an in-depth analysis of your payables process and works with you to develop a strategy to maximize efficiencies. • Electronic bill presentment and payment service: This service takes your billing file and presents the invoice online for payment through the City’s website. Your residents can view their bill and pay online by credit card, debit card, or directly through their bank account.

The City receives a detailed report with who paid, and provides many reconciling tools. We need to obtain some additional billing information to provide a quote and would like to review this service with you if you are interested.
• Remote deposit: Your paper items can be processed same day and sent to our bank for posting. If you have other departments that receive checks, you can place multiple scanners throughout the City as needed, avoiding the need to insert checks in a cash vault bag or go to the branch for deposits.
• Wells Fed Electronic Deposit: This service is another option to process your check payments in-house. It is our version of image cash letter and can process check payments at a higher speed.
• SafeVantage®: We work with preferred vendors Garda and Loomis to install a safe at your locations. Cash is dropped in the safe at night and picked up by your armored courier on your schedule. The bank receives a daily transmission total from the safe and it offers fraud prevention tools as well.
• Image File Import: Our solution is automated and housed within our online banking platform. You can access a file with all paid checks and images. This file could save you time researching paid checks and allow you to pull the images quickly. It will require IT resources. • Payment Authorization: For accounts that expect no check writing, we recommend placing a $0.00 payment authorization flag on it. This will reject paper items if the account number is compromised. Should the need change in the future, the City may adjust this limit to include a dollar limit to never exceed a certain threshold. This is an alternative solution to positive pay for accounts with no check issuance.
• Sweep Service to Investment Option: The City can choose to maintain a PEG balance to offset fees at the current ECR or invest all balances to earn dividends. Wells Fargo utilizes Allspring for our Government Sweep options, and prospectus information can be found at the link above. Current rates are provided below:

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If you choose Wells Fargo, you are choosing an innovator in banking technology. We will provide the City a full, complimentary Business Process Review to identify ways to help streamline your efficiencies further. As your relationship manager, it will be my honor to grow our relationship over time and assist with future enhancements the City requires. As technology progresses, so will your payment options.

Once this RFP period has closed, it would be my pleasure to go over any of these details or address additional questions you may have regarding our services. We look forward to working with the City of Desert Hot Springs.

Jamie O’Connell
Vice President
Local Government Banking Division

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Treasury Management Pro Forma
City of Desert Hot Springs Pricing as of January 2023

ANALYSIS SUMMARY
Average Positive Collected Balance $ 19,252,530.52
Reserve Requirement @ 0.00% $ 0.00
Investable Balance Available for Services $ 19,252,530.52 Monthly Analyzed Charges $ 3,464.82
Earnings Allowance @ 1.65% $ 26,109.60
Net Monthly Analyzed Charges (EXCESS) $ 22,644.78
*Monthly Fee Based Charges $ 0.00
Total Monthly Analyzed Charges $ 0.00
*Charges not offset by balances

SERVICE DETAILS
WF AFP Service
Code Code Service Description Unit Price Volume Charges

BALANCE & COMPENSATION INFORMATION
IAMTH 000230 RECOUPMENT MONTHLY 0.12750 19,294 2,459.99 BALANCE & COMPENSATION INFORMATION Subtotal 2,459.99

GENERAL ACCOUNT SERVICES
22051 010000 ACCT MAINTENANCE 4.00000 4 16.00
DS510 010020 ZERO BALANCE MASTER ACCOUNT MAINT 10.00000 1 10.00 DS001 010021 ZERO BALANCE MONTHLY BASE 5.00000 2 10.00
CK021 010100 DEBITS POSTED 0.10000 25 2.50
15007 010101 DESKTOP DEPOSIT-DEPOSIT CREDITED 0.55000 11 6.05 GENERAL ACCOUNT SERVICES Subtotal 44.55

DEPOSITORY SERVICES
08173 100100 CASH VAULT DEPOSIT 1.10000 8 8.80
CK062 100416 CEO RETURN ITEM RETRIEVAL-IMAGE 1.00000 1 1.00 CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE 0.00000 1 0.00 CK061 100400 RETURN ITEM - CHARGEBACK 10.00000 1 10.00
34236 100416 CEO RETURN DECISIONING PER ITEM 4.50000 1 4.50 08052 100006 BRANCH DEPOSIT 3.50000 8 28.00
08290 100199 CASH VAULT CURRENCY/COIN DEPOSITED 0.00080 225,587 180.47 08160 100501 CASH VAULT DEP - ADJUSTMENT 8.00000 1 8.00 002 100225 DEPOSITED CHECK 0.15000 10 1.50
706 100224 DESKTOP DEPOSIT-DEPOSITED ITEM 0.05750 61 3.51 DEPOSITORY SERVICES Subtotal 245.78

PAPER DISBURSEMENT SERVICES
DS194 150299 PAYEE VALIDATION MANUAL REVIEW/ITEM 0.25000 0 0.00 DS191 150122 PAYEE VALIDATION STANDARD-ITEM 0.01000 158 1.58 34336 150724 POSITIVE PAY EXCEPTION - CEO IMAGE 0.50000 0 0.00 12678 150300 MICR CHECK REJECTS OVER 2% 1.75000 0 0.00
12812 151352 CEO IMAGE VIEW < 90 DAYS - ITEM 0.00500 45 0.23 22235 150240 OTC DEBIT BLOCK MONTHLY BASE 0.00000 1 0.00 12908 150310 POS PAY CHECKS WITH NO ISSUE RECORD 0.50000 0 0.00 Pro Forma Page 522 of 854 1 of 6
WF AFP Service
Code Code Service Description Unit Price Volume Charges 12505 150222 POSITIVE PAY EXCEPTION CHECKS RETND 10.00000 0 0.00 12903 150310 POSITIVE PAY EXCEPTIONS - ITEM 5.00000 0 0.00 12907 150030 POSITIVE PAY MONTHLY BASE 25.00000 1 25.00 12682 150120 POSITIVE PAY ONLY - ITEM 0.03000 105 3.15
12681 150030 POSITIVE PAY ONLY MONTHLY BASE 17.00000 2 34.00 12906 150401 POSPAY VERIFICATION CALL-CASHED 20.00000 0 0.00 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE 17.00000 1 17.00 22202 150100 DDA CHECKS PAID 0.10000 158 15.80
PAPER DISBURSEMENT SERVICES Subtotal 96.76

PAPER DISBURSEMENT RECON SERVICES
34337 200201 CEO CHECK ISSUES-ITEM 0.30000 75 22.50
12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.02000 0 0.00 12377 200201 ARP FULL RECON-ITEM 0.05000 158 7.90
12060 200010 ARP MONTHLY BASE - FULL 25.00000 1 25.00
12604 200306 ARP OPTIONAL REPORTS 10.00000 2 20.00
12430 200301 ARP OUTPUT - TRANSMISSION 5.00000 1 5.00
34350 200306 CEO ARP STMT & RPTS MONTHLY BASE 10.00000 1 10.00 PAPER DISBURSEMENT RECON SERVICES Subtotal 90.40

GENERAL ACH SERVICES
CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 74 7.40
34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 5.00000 4 20.00 GENERAL ACH SERVICES Subtotal 27.40

WIRE & OTHER FUNDS TRANSFER SERVICE
ES030 350300 WIRE IN TO USA ACCT-USA DOMESTIC 10.00000 3 30.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 30.00

INFORMATION SERVICES
34421 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM 0.03000 181 5.43 34420 400051 ARP STMTS & RPTS (CSV/EXCEL) BASE 15.00000 1 15.00 34123 40022Z CEO ALERTS SERVICE - EMAIL 0.04000 71 2.84 34121 400274 CEO INTRADAY REPORTING ITEMS RPTD 0.10000 324 32.40 34120 400055 CEO INTRADAY REPORTING SUBSCRIPTION 15.00000 4 60.00 34115 400271 CEO PREV DAY REPORTING ITEMS LOADED 0.08000 1,101 88.08 34100 400052 CEO PREV DAY REPORTING SUBSCRIPTION 15.00000 4 60.00 27707 400340 CEO SEARCH 0.16000 195 31.20
15017 400003 DESKTOP DEPOSIT MONTHLY BASE 10.00000 1 10.00 INFORMATION SERVICES Subtotal 304.95

INVESTMENT/CUSTODY SERVICES
34110 450405 SWEEP ACCOUNT POSITION REPORT 15.00000 1 15.00 22087 450403 SWEEP STAGECOACH MUTUALFND ELECTNIC 0.00000 1 0.00 22094 450200 SWEEP STAGECOACH MUTUAL FND MO BASE 150.00000 1 150.00 INVESTMENT/CUSTODY SERVICES Subtotal 165.00
Pro Forma Page 523 of 854 2 of 6

SETUP CHARGES
WF AFP Service
Code Code Service Description Unit Price Volume Charges 12021 200410 ARP SET UP 0.00000 1 WAIVED
PAPER DISBURSEMENT RECON SERVICES Subtotal WAIVED
06094 251001 ACH FRAUD FILTER - SET UP 0.00000 4 WAIVED GENERAL ACH SERVICES Subtotal WAIVED
18325 359999 WIRE ACCOUNT ADD CEO/API 0.00000 4 WAIVED
WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal WAIVED
Total Analyzed Charges 0.00
*Total Fee Based Charges 0.00
Total Service Charges 0.00
Pro Forma Page 524 of 854 3 of 6
Disclosures
We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided.

This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing.

Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit:
www.wellsfargo.com/accountanalysis for additional information about the services.

Regarding your services
Alerts Service
Charges are assessed against the volume of Alerts per user, per company, per month basis. Users are only charged for the first 80 events/alerts per month, per delivery mechanism (email or text). There is no per company cap for billing.

Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

This message may contain confidential and/or privileged information. If you are not the addressee or authorized to receive this for the addressee, you must not use, copy, disclose, or take any action based on this message or any information herein. If you have received this message in error, please advise the sender immediately by reply email and delete this message.Thank you for your cooperation.

© 2023 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution.

Pro Forma Page 525 of 854 4 of 6
Wells Fargo Treasury Management Pricing
City of Desert Hot Springs Pricing as of January 2023
WF AFP
Code Code Service Description Charge Basis Price

BALANCE & COMPENSATION INFORMATION
ODACT 000210 DAILY USE OF UNCOLL FUNDS-ACCT LVL $ pass through 1.00000

GENERAL ACCOUNT SERVICES
CK672 010630 BANK CONFIRMATION AUDIT REQUEST Request 65.00000

DEPOSITORY SERVICES
08172 100501 ADJ FOR CASH DEPOSITED IN WF BRANCH Adjustment 13.00000 CK161 100006 CASH DEPOSITED IN WF BRANCH Dollar 0.00300 CK197 100040 CASH ORDER FEE IN A WF BRANCH Transaction 9.00000 CK131 100040 ROLLED COIN FURNISHED BY WF BRANCH Coin roll 0.50000 CK141 100040 CURRENCY FURNISHED BY WF BRANCH Dollar 0.00300 08190 100140 CASH VAULT CASH ORDER-CALL IN Cash order 10.00000 08116 100145 CASH VAULT COIN FURN-STD HALF BOX Coin box 4.00000 08115 100146 CASH VAULT COIN FURNISHED-STD BOX Coin box 4.00000 08071 100111 CASH VAULT DEP - NONSTD COIN BAG Coin bag 12.00000 08067 100113 CASH VAULT DEP - STD COIN BAG Coin bag 3.50000 08181 100141 CASH VAULT ORDER - AUTOMATED Transaction 7.00000 08114 100147 CASH VAULT ORDER - HALF STD BAG Coin bag 3.00000 08025 100015 MISCELLANEOUS CREDITS POSTED Transaction 0.55000 790 100230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT Adjustment 15.00000

PAPER DISBURSEMENT SERVICES
24250 150340 OVERDRAFT CHARGE-PAID ITEM Transaction 35.00000 22810 150500 WF CHK CASHED FOR NONACCT HOLDER Check cashed 0.00000 34336 150724 POSITIVE PAY EXCEPTION - CEO IMAGE Image retrieved 0.50000 12677 150300 MICR CHECK REJECTS >1% THROUGH 2% Reject 0.80000 12678 150300 MICR CHECK REJECTS OVER 2% Reject 1.75000
12815 151352 CEO IMAGE VIEW > 90 DAYS - ITEM Image retrieved 0.00500 22225 150240 CHECK CASHING THRESHOLD MO BASE Account 0.00000 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE Account 0.00000 12816 151352 DESKTOP DEPOSIT IMAGES RETRIEVED Image 0.55000 12903 150310 POSITIVE PAY EXCEPTIONS - ITEM Exception 5.00000 12906 150401 POSPAY VERIFICATION CALL-CASHED Call 20.00000 12670 150410 STOP PAYMENT - ONLINE Stop payment 12.00000 12671 150420 STOP PAYMENT - OPERATOR ASSISTED Stop payment 20.00000 Supplemental Pricing
Customer Price Report Page 526 of 854 5 of 6
WF AFP
Code Code Service Description Charge Basis Price

PAPER DISBURSEMENT RECON SERVICES
DS322 200120 ARP PARTIAL RECONCILIATION - ITEM Check paid 0.12000 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM Record 0.02000 12377 200201 ARP FULL RECON-ITEM Check issued 0.05000
12430 200301 ARP OUTPUT - TRANSMISSION Transmission 5.00000 12609 200310 ARP PAPER STATEMENT/REPORT DELIVERY Statement 50.00000 12684 200310 ARP PAPER STMT/REPORT MONTHLY BASE Account 60.00000 12694 200100 OUTGOING TRANSMISSION - PER ITEM Item reported 0.03000

GENERAL ACH SERVICES
ES349 250220 ACH RECEIVED ADDENDA Addenda record 0.03000 ES344 250202 ACH RECEIVED ITEM Transaction 0.10000
34334 251050 ACH CEO FRAUD FILTER STOP MTHLYBASE Account 5.00000 34338 251052 ACH CEO FRAUD FILTER STOP - ITEM Transaction filtered 5.00000 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM Transaction filtered 5.00000 34285 250703 CEO ACH HYP ITM DET INQ - PER ITEM Inquiry 1.50000

WIRE & OTHER FUNDS TRANSFER SERVICE
ES076 350310 WIRE IN XBDR USA ACCT-USD OR FX Transfer 20.00000 18901 350115 WIRE OUT XBDR FX CEO/API Transfer 25.00000 ES141 350120 WIRE BOOK TRANSFER CEO/API Transfer 4.00000 ES139 350100 WIRE OUT DOMESTIC CEO/API Transfer 4.00000 18030 350330 WIRE IN REPAIR Exception 9.00000
18602 350560 WIRE INVESTIGATION Investigation 65.00000
18031 350541 WIRE OUT REPAIR Exception 9.00000

INFORMATION SERVICES
34421 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM Transaction 0.03000 34420 400051 ARP STMTS & RPTS (CSV/EXCEL) BASE Account 15.00000 27707 400340 CEO SEARCH Inquiry 0.16000
22990 401001 PHOTOCOPY CUSTOMER SERVICE - ITEM Photocopy 20.00000 Setup Charges
18325 359999 WIRE ACCOUNT ADD CEO/API Account 0.00000
A book transfer is a wire between two accounts on the Wells Fargo US account system initiated via CEO Wires or Payment Manager. The debit and credit accounts are in the same relationship and linked by the bank on the wire system
For additional service definitions, please contact your Treasury Management Sales Consultant or visit:
www.wellsfargo.com/accountanalysis
Customer Price Report Page 527 of 854 6 of 6
Treasury Management Proposal
City of Desert Hot Springs Pricing as of January 2023
WF AFP Monthly Activity
Code Code Service Description Charge Basis Price Volume Charges

MERCHANT CARD SERVICES
41912 070223 PMT GATEWAY CREDIT CARD TRANS Transaction 0.10000 0 0.00 41913 070223 PMT GATEWAY ELECTRONIC CHECK TRANS Transaction 0.15000 0 0.00 41910 070223 PMT GATEWAY MONTHLY BASIC Account 30.00000 0 0.00 41938 070223 PMT GATEWAY SUBSCRIPTION TRANS Request 0.03000 0 0.00 Subtotal 0.00
Total Monthly Activity Charges 0.00
Setup Charges
41918 070223 PMT GATEWAY SET UP Account 125.00000 0 0.00 Total Setup Charges 0.00
Disclosures
We created this proposal for you based on our understanding of your requirements and the services in which you expressed interest. This proposal confirms the deposit and treasury management services and the pricing we plan to provide you based on certain assumptions including projected volumes and other relevant information you provided.

This document is confidential. Please do not share it without first obtaining our written permission. The services and pricing contained in this proposal are valid for 90 days. The pricing is subject to change if the actual volume or scope of services differs from the assumptions upon which we based the pricing.

Please let us know if you believe this proposal does not accurately represent the prices or services we discussed with you. If you have questions about the services in this proposal, please contact your Treasury Management Sales Consultant or visit: www.wellsfargo.com/accountanalysis for additional information about the services.

Regarding your services
Services with No Volumes
Services listed with zero volume are not included in the estimated monthly analysis fee but are included in the event the service is used in the future.

This message may contain confidential and/or privileged information. If you are not the addressee or authorized to receive this for the addressee, you must not use, copy, disclose, or take any action based on this message or any information herein. If you have received this message in error, please advise the sender immediately by reply email and delete this message.Thank you for your cooperation.

© 2023 Wells Fargo Bank, N.A. All rights reserved. Not intended for public distribution.

Customer Proposal Report 1 of 1

Page 528 of 854 ends

Initial Below
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4 © 2021 Wells Fargo & Company. All rights reserved.

WFB0822c File#: 3338326 01/19/2023 11:06:29 AM Page 1 of 5 Wells Fargo Merchant Services, L.L.C. ( "WFMS" ) Pricing Terms for Desert Hot Springs Proposal Date: 01/19/2023 Form# 046
Sales Consultant: Todd Reed
Credit Card Volume $75,000
Average Transaction Size $270
Number of Locations 1
Anticipated Interchange (11) Levels Internet
MCC Code 9399
American Express® Industry Type N/A
Discover® Network Card Program Yes
Communications Method FRAME/INTERNET
Internet Gateway WFPG
Pricing Option Interchange + Rate
020 089/077/317/9G2

GOVERNMENT SERVICES, NOT

ELSEWHERE
MCC Code Description
Credit Card Processing Fees (1)
Interchange Plus the following fees:

On Gross Visa®, MasterCard®, Discover® Network Card and American Express® Sales

0.70%
Electronic Benefits Transfer (EBT) & PIN Debit Processing Fees

NOT APPLICABLE
One Time Total Fees $0.00
Monthly Total Fees $10.00
Annual Total Fees $0.00
Other Fees based on your account activity See Other Fees based on your account activity table below The above table is for your convenience only and is not intended to set forth all fees that may be associated with your merchant account. Regardless of your transaction volume you will be responsible for the One Time Total Fees, Monthly Total Fees, Annual Total Fees, Other Fees based on your account activity (as set forth in the table above) and Processing Solution Fees. The fees associated with the table above are defined below.

Please review this entire pricing summary, along with the Additional Services page, for a comprehensive list of your fees.

Applicable Fee Schedules:

Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/interchangeplus Payment Networks Pass-Through Fees https://wellsfargo.com/biz/merchantpassthroughfees Merchant Statement Fee Description Glossary https://www.wellsfargo.com/interchangefeeglossary Dues, assessments and pass-through fees are disclosed in the schedules referenced above.

Fee schedules are updated periodically. To obtain the current applicable fee schedules, as well as a glossary of fee descriptions that may appear on your merchant statement, please refer to the URLs above for more information. If you have questions or cannot access the schedules, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you.

As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/ fees in April and October, but this timing is subject to change. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule.

Page 529 of 854 ends

Initial Below
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4 © 2021 Wells Fargo & Company. All rights reserved.

WFB0822c File#: 3338326 01/19/2023 11:06:29 AM Page 2 of 5 One Time Fees
Set-Up Fees $0.00 per location
Equipment Installation Fee $0.00
Terminal Reprogramming Fee (Terminal) # of Terminals: 0 $0.00 per terminal Integrated Terminal Swap Fee for PIN Injection # of Terminals: 0 $0.00 per terminal Swap Fee for PIN Injection # of PIN Pads: 0 $0.00 per PIN Pad Card Imprinter Option # of imprinters: 0 $0.00 per imprinter Rush Shipping Option $0.00
One Time Total Fees $0.00
Monthly Fees
Monthly Service Fee $0.00 per location
Statement Billing Fee (Paper Statement) (7) $10.00
PCI Compliance Service Program Fee (8) $0.00 per location Monthly Total Fees $10.00
Annual Fees
Annual Fee $0.00 per location
Annual Compliance Support Fee (5) $0.00 per location
Annual Total Fees $0.00
Other Fees based on your account activity
Authorization/EDC Fee – Visa, Mastercard, Discover Network Card (Credit and Non-PIN Debit) (3) $0.00
per attempt
Authorization/EDC Fee – American Express (Credit and Prepaid) (3) $0.00 per attempt American Express EDC and Discover EDC Authorization (6) N/A per attempt American Express EDC and Discover EDC Capture Fee N/A per attempt Electronic Address Verification Service Fee $ 0.03 per attempt Voice Authorization Fee $0.75 per attempt
Voice (Manual) Address Verification Fee $2.00 per attempt Monthly Minimum Processing Fee(9) $0.00 per month
Incoming Chargeback Fee(2) $10.00 per incoming chargeback Incoming/Outgoing Exception Chargeback Fee(2) $10.00 per exception chargeback Chargeback Fax / Mail Fee(18) $10.00 per Fax / Mail response Non-validation PCI Compliance Fee (8) $25.00 per location, per month GeP Services Fee Visa/Mastercard (refunds, credits, returns and chargebacks are independent transactions)
1% per transaction
GeP Services Fee American Express(refunds, credits, returns and chargebacks are independent transactions)
0% per transaction
Other Fees based on your account activity Total Fees Based on account activity

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Initial Below
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4 © 2021 Wells Fargo & Company. All rights reserved.

WFB0822c File#: 3338326 01/19/2023 11:06:29 AM Page 3 of 5 Processing Solutions
Type Quantity Financing Method Total w/o TAX
WFPG 1 CUSTOMER OWNED $0.00
(1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the “Discover Network Card program,” Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the “Discover EDC program,” Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover Network Cards. Clients may also elect to participate in the American Express program or the American Express EDC program, but not both. Under the “American Express program,” Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the “American Express EDC program,” Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Client’s Agreement with WFMS.
(2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. A chargeback fee applies to all chargebacks processed by WFMS.
(3) Authorization/EDC Fee applies to Visa and Discover Network Card credit authorizations, all Visa, Mastercard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC.
(5) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date.
(6) American Express EDC/Discover EDC Authorization Fees apply to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. (7) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement through Business Track or the Clover Dashboard instead of receiving a paper copy by mail. Once enrolled online, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If online access is terminated by Client or as a result of at least 180 days of online inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. For information about online enrollment, please see Additional Services or contact Customer Service. (8) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 3 and Level 4 Clients who utilize, a card not present, a gateway or value added reseller (VAR). The program includes access to SecureTrust, a PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.securetrust.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. (9) If the total discount fee billed to the Client for Visa, Mastercard, Discover Network Card and American Express transactions in one month is less than the Monthly Minimum Processing Fee, then an additional fee will be charged to the Client equal to the Monthly Minimum Processing Fee less the total discount fee. (11) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change.
(18) If Client elects to respond to a Chargeback via fax or mail, a dispute fee will be assessed for each response submitted. Business Track Dispute Manager and Clover Disputes are available as an online option at no additional cost. If not already enrolled, Client can self-enroll by logging into BusinessTrack.com and accessing Dispute Manager or logging into their Clover Dashboard and choosing Clover Disputes.

If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on Mastercard transactions.

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Initial Below
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4 © 2021 Wells Fargo & Company. All rights reserved.

WFB0822c File#: 3338326 01/19/2023 11:06:29 AM Page 4 of 5 American Express may Chargeback without first sending an Inquiry any time a Cardmember disputes a charge for any reason other than actual or alleged fraud. If in any three (3) consecutive months, the monthly ratio of Chargebacks (less Chargeback Reversals) to gross Charges (less Credits) exceeds one percent (1%), then an Excessive Chargeback fee for in the amount of $25 per Chargeback will be applied after the "excessive chargeback" threshold has been met.

Client will be responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider.

In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services.

Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software.

WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above.

Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent.

Fees for supplies, shipping, handling and applicable sales tax may apply and are subject to change without notice. Additional information will be available upon request.

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© 2021 Wells Fargo & Company. All rights reserved.

WFB0822c File#: 3338326 01/19/2023 11:06:29 AM Page 5 of 5 IRS Legal Filing Name:

Principal Name:

Title:

Signature:

Date:

Principal Name:

Title:

Signature:

Date:

Principal Name:

Title:

Signature:

Date:

Principal Name:

Title:

Signature:

Date:

Page 533 of 854 ends

© 2021 Wells Fargo & Company. All rights reserved.

Deposit products are offered through Wells Fargo Bank, N.A. Member FDIC. Wells Fargo Bank, N.A. is a banking affiliate of Wells Fargo & Company.

TM-1644 – 03/2021
Treasury
Management
Quick access to the information you need. With a single sign-on to CEO Basic Banking, you can view your company’s account activity, and make transfers and payments
between your Wells Fargo cash accounts and certain
credit accounts.

Mobile access. Access the CEO Mobile service version of Basic Banking on your mobile device. View summary and
detailed information on your cash and credit accounts, as well as the last 50 transactions on those accounts. Schedule end-of-day book transfers and transfer funds between
eligible accounts from anywhere you are doing business.

Manage your own account lists. You can manage your own
account lists so your CEO administrator no longer needs to.

Simply select which accounts you would like to have
grouped together and choose your own name for these
grouped accounts.

Schedule transfers. In addition to instant funds transfer, funds transfer functionality allows you to schedule end-ofday and future-date transfers. The transfer function also gives you the ability to edit pending transactions and view successful, canceled, or failed scheduled transfers.

Superior control. Through CEO Administration, company
administrators can add new users and administrators,
provide access to different accounts for different users, reset passwords, disable users, and modify existing user authorizations, without ever picking up the phone.

Extended account history. View up to 90 days of account history, or 3,000 transactions, for business checking,
savings, money market, credit cards, select loans, and line of credit accounts. If you need to view a larger number of transactions, you can download account history directly into CSV, Excel, QuickBooks®, or Quicken® formats.

Dedicated customer support. Support specialists are
available to assist you 24 hours a day, seven days a week. (continued)
Commercial Electronic Office®
Basic Banking
Helping to provide you with flexibility, efficiency, and online banking services — Wells Fargo Basic Banking strives to be your one-stop shop for all your treasury management needs.

Basic Banking — available through the Commercial Electronic Office (CEO®) portal and our CEO Mobile®service — provides your company with straightforward, detailed information about your treasury accounts, along with the ability to control account access among multiple users. By delivering access to important information for your business operation, Basic Banking offers you an efficient way to make timely financial decisions, without the complexities of traditional treasury information reporting services.

Basic Banking offers:

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Online banking services. Basic Banking helps to provide companies with important information and transactional
capabilities. Through the CEO portal, you can access a
growing number of Wells Fargo treasury management
solutions and statements with one password and a single sign-on, including:
• Transaction Search. The Transaction Search service
provides you with a convenient way to view records of
any deposits, checks, debits, credits, stop payments, or other items posted to your account — all online. You can view images of many of these items the same day they
are processed, and you can initiate, renew, or release stop payments. Plus, all data and images are retained for
seven years from posting date, so you can easily meet
your research needs.
• Wires service. Send domestic and cross-border (USD
and FX currency) wires, freeform, templated, book
transfers, drawdowns, Federal tax payments, and
requests for transfers (MT 101).
• CEO Automated Clearing House (ACH) Payments
service on the CEO portal. Originate all your domestic
and cross-border ACH transactions with this CEO
application. Choose the types of ACH transactions
you want to initiate from our suite of service options.

These include payroll, vendor payments, federal and state tax payments, cash concentration and disbursements,
consumer debits and credits, WEB- and TEL-initiated
consumer debits, re-presented check entries, and child
support payments. Send ACH payments to 42 other
countries worldwide.
• Image Positive Pay. View check images and make pay
or return decisions on your exception items.
• Transfer Funds. Move funds between cash accounts, or
cash and business credit card accounts, from any eligible account in the same account group. You can schedule an
end-of-day or future-dated transfer, or transfer funds
immediately.

For more information on Basic Banking, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com.

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Payment
Manager®
Automation
Automate and consolidate for faster, more efficient account reconciliation.

Fraud protection
As an added layer of security, you can also perform a secondary approval of all payments through our online banking portal.

Improved cash forecasting
Electronic control of your global disbursements allows you to better manage and forecast your cash flow.

Are you using your time and resources on manual entry for your accounts payables? Could that time be better spent focusing on more value-driven business needs that help your bottom line? Our Payment Manager service allows you to send one file with multiple payment types and remittance information directly from your ERP or accounts payable system to the bank.

Payment manager helps give you:
© 2021 Wells Fargo & Company. All rights reserved.

Deposit products are offered through Wells Fargo Bank, N.A., Member FDIC. Wells Fargo Bank, N.A. is a banking affiliate of Wells Fargo & Company.

Page 537 of 854 ends

Do you want to...
• Go paperless by seamlessly moving from paper to electronic payments? • Integrate your back end payables system with a single, reliable bank? • Reduce your internal costs associated with AP processing? Ask your Wells Fargo representative if Payment Manager is right for you.

Online services
Through our online banking portal, you can:

How it works

1. Create a payment file
You create a file with payment instructions using an accepted standard or proprietary format.

2. Transmit the file to us
You then either transmit the file to Wells Fargo’s transmission facility, or you can upload the file through the consolidated payables service on our online banking portal. We receive the file for processing.

3. Receive acknowledgment of file
We automatically generate an electronic acknowledgment upon receipt of your payment file; this acknowledgment notifies you that your file has been received and has undergone initial processing for delivery to our payment systems.

4. Receive optional confirmation
You can also receive a more detailed confirmation notice for ACH, virtual credit cards, or wire transfer payments. This confirmation can be used for reconciliation, research, tracking payment status, and updating your internal systems.*
* Step 4 is optional; additional fees may apply.

Payment types
You can include the following payment types in your consolidated file:
• U.S. ACH transactions in U.S. dollars
• U.S. dollar and Canadian dollar
paper checks
• Global ACH transactions in
foreign currencies
• U.S. dollar wires
• Foreign currency wires
• Request for transfer
(SWIFT MT101 messages)
• WellsOne® Virtual Card Payments
• Disbursements with Zelle®
• Upload a payment file
• Perform additional approvals after
sending the file
• Access acknowledgments and
optional confirmations
• Generate reports on payment files
• Run an audit report on settings and
user entitlements

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Sample implementation schedule
Account opening
Approximate time frame Wells Fargo actions Your actions 1-day lead time* • Identify all accounts to be
opened
• Provide account numbers
• Provide MICR specifications
• Order deposit tickets, check
stock, and other supplies
• Validate setup
• Confirm all accounts to be
opened
• Order deposit tickets, check
stock, and other supplies, if you
prefer to order them yourselves
* Due diligence processes can take up to 30 days to complete.

Online banking portal and information reporting
Approximate time frame* Wells Fargo actions Your actions 9-day lead time to establish
services accessed on online banking
portal
7-day lead time to establish
information reporting service
• Review and confirm services
• Coordinate training
• Set up online administration for
reports and related services
• Review and confirm services
• Attend training
• Review and sign forms
* The implementation time can be shorter (or longer), depending on the products being implemented.

ACH direct origination
Approximate time frame Wells Fargo actions Your actions 13-day lead time* • Review and confirm services†
• Provide file layout specifications
• Determine transmission
method and issue IDs
• Issue transmission IDs
• Review test file format
• Perform transmission testing
(additional time may be needed
for outbound transmission
testing, such as for a returned
item)
• Move transmission IDs into
production
• Validate and finalize setup
• Review and confirm services
• Determine transmission
method and confirm receipt of
transmission IDs
• Create test file
• Perform transmission testing
(additional time may be needed
for outbound transmission
testing, such as for a returned
item)
* The implementation time can be shorter (or longer), depending on transmission testing. † Same Day ACH service is one of the service options.

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Online ACH service*
Approximate time frame Wells Fargo actions Your actions 13-day lead time • Review and confirm services
• Coordinate training
• Set up service on ACH platform
• Set up online administration for
reports and related services
• Review and confirm services
• Review and sign forms
• Complete training
• Identify at least one company
administrator
* Using our CEO Mobile service, you can view, approve, and delete payment batches and payment templates created on our online banking portal. Once you are set up for CEO ACH Payments, there is no additional setup to use the mobile service. You either enter your CEO credentials at https://ceomobile.wf.com/ and follow the prompts, or you download the latest version of the CEO Mobile app available for your device from the Apple App Store® or Google Play™ store.

Our mobile service app gives you the ability to sign up for push notifications so that we can inform you when a new ACH item requires approval.

ACH Fraud Filter
Approximate time frame Wells Fargo actions Your actions 9-day lead time* • Review and confirm services
• Coordinate training
• Set up service on ACH platform
• Set up optional 30-day review
(before considering stop option)
• Implement stop option if
needed
• Review and confirm services
• Complete training
• Identify default decisions and
preauthorizations
* This service becomes active after users complete training. Your responsiveness affects the implementation lead time; delays in completing training can increase the implementation timeframe.

Branch depository
Approximate time frame Wells Fargo actions Your actions 10-day lead time • Review and confirm services
• Submit new business
notifications (NBNs)
• Review NBNs for accuracy
• Validate and communicate
process completion
• Review and confirm services
• Pick up night drop keys at
branch

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Brinks Deposit Express (BDEX)*
Approximate time frame Wells Fargo actions Your actions 2 to 11-day lead time • Review and confirm services
• Implement cash vault
• Provide change order and
deposit information
• Order supplies
• Validate setup
• Send fulfillment package
• Monitor activity
• Review and confirm services
• Order supplies
• Monitor activity
• Establish contract with Brinks
* Our Brinks Deposit Express service is available subject to applicable product eligibility.

Cash vault
Approximate time frame Wells Fargo actions Your actions 2 to 11-day lead time • Review and confirm services
• Implement cash vault
• Provide change order and
deposit information
• Order supplies
• Validate setup
• Send fulfillment package
• Monitor activity
• Review and confirm services
• Confirm armored courier
service
• Order supplies
• Monitor activity
Commercial ATM
Approximate time frame Wells Fargo actions Your actions 10-day lead time • Review and confirm services
• Send fulfillment package
• Confirm receipt of ATM card
• Review and confirm services
Remote deposit
Approximate time frame Wells Fargo actions Your actions 7-day lead time • Review and confirm services
• Order supplies
• Complete and validate setup
• Send fulfillment package
• Review and confirm services

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Remote deposit with detail reporting
Approximate time frame Wells Fargo actions Your actions 21-day lead time* • Review and confirm services
• Provide transmission
specifications
• Set up transmission and test
connectivity
• Issue transmission IDs
• Provide test results
• Move transmission IDs into
production
• Monitor live files
• Validate setup
• Review and confirm services
• Review and approve forms
• Send test file
* A deposit detail transmission can be set up for both our remote deposit and image cash letter services. The timeframe for either requires at least a 21-day lead time to establish, create, and test IDs for transmission.

Stagecoach Deposit® Post Verify
Approximate time frame Wells Fargo actions Your actions 2 to 11-day lead time • Review and confirm services
• Order supplies
• Send fulfillment package
• Review and confirm services
.

Full Account Reconciliation Plan (ARP) with Positive Pay Approximate time frame Wells Fargo actions Your actions 30-day lead time* • Review and confirm services
• Coordinate training
• Provide file layout specifications
• Issue transmission IDs
• Perform transmission testing
• Move transmission IDs into
production
• Validate and finalize setup
• Activate Positive Pay service
• Review and confirm services
• Complete training
• Perform transmission testing
* The implementation time can be shorter (or longer), depending on transmission testing. Additionally, adding ARP or Positive Pay to an existing account is cycle dependent; we can add either service only at the beginning of a statement cycle, if adding it to an existing account.

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Payee Validation
Approximate time frame Wells Fargo actions Your actions 30-day lead time* • Review and confirm services
• Share manual review fee with
the City†
• Share key implementation
requirements, guidelines, and
video tour
• Request customer
specifications for check stock
order
• Confirm checks are ready to
monitor
• Set up for production
• Monitor test checks
• Review check stock and monitor
issue file for three weeks
• Address any issue file
corrections. If checks pass three
weeks of testing, there is no
further follow-up
• Validate and finalize setup
• Review and confirm services
• Acknowledge understanding of
requirements
• Confirm checks are ready to
monitor
• Monitor test checks
• Review check stock and monitor
issue file for three weeks
• Address any issue file
corrections. If checks pass three
weeks of testing, there is no
further follow-up
• If checks fail testing, You have
60 days to fix any issues†
* Dependent upon results of check stock monitoring.
† If checks still fail, we will assess the manual review fee.

Bank Administration Institute (BAI) transmissions
Approximate time frame Wells Fargo actions Your actions 27-day lead time • Review and confirm services
• Determine transmission
method
• Issue transmission IDs
• Perform transmission testing
• Move transmission IDs into
production
• Validate and finalize setup
• Review and confirm services
• Develop capacity to receive and
parse BAI file and data
• Perform transmission testing

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Controlled disbursement
Approximate time frame Wells Fargo actions Your actions 9-day lead time
33-day lead time with an intraday
transmission*
• Review and confirm services
• Assign account numbers
• Provide MICR specifications and
ARP documentation as
applicable
• Complete testing before
finalizing, if transmission testing
is required
• Perform check testing (MICR
and image)
• Validate first live file and finalize
setup
• Review and confirm services
• Provide test checks
* The implementation time can be shorter (or longer), depending on transmission testing. Wells Fargo cannot open the accounts until sample checks pass testing and transmission testing is complete.

Consolidated payables service
Approximate time frame Wells Fargo actions Your actions 48-day lead time* • Review and confirm services
• Determine use of manual or
automation process and
method of transmission
• Provide user guides and
coordinate training, if using
Payment Manager Online
(PMOL)
• Develop statement of work
• Approve and sign statement of
work
• Validate SIT/UAT test files
• Add any additional accounts
• Move services into production
• Transmit and monitor
production files
• Verify and finalize setup
• Review and confirm services
• Determine use of manual or
automation process and
method of transmission
• Establish automation
connection
• Validate SIT/UAT test files
• Add any additional accounts
• Transmit and monitor
production files
* The times for all action items can vary depending on your choice of a standard or custom format as well as the availability of your internal resources for development and testing.

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Consolidated receivables service
Approximate time frame Wells Fargo actions Your actions 21-day lead time*
36-day lead time for custom
setup*
• Complete setup forms
• Set up all products related to
treasury management
• Finalize setup
• Test transmission
• Move services into production
• Coordinate training
• Review and confirm services
• Complete training
*Lead time begins once you approve the business requirements document (BRD). The implementation time can be shorter (or longer), depending on transmission testing
Image cash letter
Approximate time frame Wells Fargo actions Your actions 33-day lead time* • Review and confirm services
• Establish bank-defined limits
• Provide transmission
specifications
• Issue transmission IDs
• Provide test results
• Move transmission IDs into
production
• Monitor live files
• Validate setup
• Review and confirm services
• Review and approve forms
• Send test file
* The implementation time can be shorter (or longer), depending on transmission testing. A deposit detail transmission can be set up for both our remote deposit and image cash letter services. The timeframe for either requires at least a 21-day lead time to establish, create, and test IDs for transmission.

Image File Import (non-lockbox)
Approximate time frame Wells Fargo actions Your actions 20-day lead time* • Review and confirm services
• Provide reference guide
• Determine transmission
method
• Issue transmission IDs
• Send live files
• Validate and finalize setup
• Review and confirm services
• Download test file then confirm
connectivity and format
* The implementation time can be shorter (or longer), depending on transmission method and testing.

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Perfect Receivables® for ACH and wire transactions
Approximate time frame Wells Fargo actions Your actions 16-day lead time* • Review and confirm services
• Complete setup form
• Issue transmission IDs
• Send outbound file
• Move transmission IDs into
production
• Confirm and test layout
received
• Coordinate production install
date
• Review and confirm services
• Confirm and test layout
received
• Coordinate production install
date
* Excludes Perfect Receivables BAI file for wires, which has a 27-day lead time.

Returned items
Approximate time frame Wells Fargo actions Your actions 7-day lead time* • Review and confirm services
• Issue transmission IDs
• Implement instructions
• Validate setup
• Review and confirm services
• Send test file
*The implementation time can be shorter (or longer), depending on transmission testing.

Sample timelines for merchant services
These timeframes vary based on your requirements and the size and scope of your implementation. Once we establish your specific needs, we’ll present you with a mutually agreed upon timeframe for implementation.

The following tables list general implementation timeframes. Actual implementation timeframes may vary by individual merchant or third-party vendor.

Independent software vendor (ISV) or customerowned
Time to implement
Direct Connect* • 8 – 20 weeks
Third-party middleware (software or gateway) • 4 weeks
TransArmor®* • 2 – 20 weeks
Account Updater* • 4 – 6 weeks
* Additional fees apply.

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Wells Fargo Payment Gateway services* Time to implement Virtual terminal • 2 – 4 weeks
Secure acceptance integration • 4 – 8 weeks
API integration • 8 – 12 weeks
Payer Authentication service† • 4 – 12 weeks
Account Takeover protection service† • 2 – 8 weeks
Decision Manager online fraud management† • 4 – 12 weeks Account Updater† • 2 – 6 weeks
* Standard gateway fees apply.
† Additional fees apply
Other gateway services* Time to implement
Authorize.net® • 2 - 8 weeks
* Authorize.net is a wholly owned subsidiary of Visa. Additional Authorize.net terms and conditions apply. Standard gateway fees apply.

Standalone terminals Time to implement
Terminal 1 – 20* • 2 – 4 weeks
Terminal 21+* • 4 – 8 weeks
* Additional fees apply for devices.

Clover® solutions* Time to implement
Clover Go† • 2 weeks
Clover Station Solo, Clover Station Duo, Clover Mini, or Clover Flex†
• 2 – 8 weeks
* Additional fees apply for devices.
† Clover solutions made available through Wells Fargo Merchant Services, L.L.C. come with Clover Payments software that allows you to take payments through a web browser, mobile app, or your Clover device. The cost of this software is included in the monthly service fee Wells Fargo Merchant Services charges each month per account. Clover Station products will not work with the Clover Payments software alone and require a more advanced software plan. Upgraded software plans, including those for Clover Station products, require an additional monthly fee per device, and will be billed directly from Clover. All your devices must use the same software plan. Availability of certain software plans, applications, or functionality may vary based on your selected Clover equipment, software, or industry. All fees are subject to change.

Wells Fargo Merchant Services and Wells Fargo Bank, N.A. do not provide, and are not responsible for, third-party software or applications, including those offered by Clover. Clover software, applications, and other third-party applications that may be available through Clover or in the App Market are subject to the terms and conditions of the developer and may include additional fees subject to change at any time. Software and App Market application fees are disclosed in the Clover App Market or your Clover dashboard and are in addition to the fees listed within your Agreement with us.

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Wells Fargo is
committed to
local California
communities
More than $65.5 million
donated to California
nonprofits, schools, and
community organizations in
2020, as well as more than
$10.2 million from its
Open for Business Fund
31,900 employees
909 Consumer Banking
branches
$140.7 million in Small
Business Administration loans
in federal fiscal year 2020
$60.2 billion in 106,045
mortgage loans, including
those for low- and moderateincome families and
individuals in 2019
$5.5 billion for loans to
more than 110,309 small
businesses in 2019
Investing in California
Helping local communities grow
Los 3 Pollos keeps pleasing
palates amid the pandemic
Efrain Mejorada Jr. wasn’t even out of high
school the first time his dad, Efrain Sr., took him
to a Wells Fargo branch in greater Los Angeles.

It was one of his dad’s regular 50-minute
drives to meet Senior Business Banking
Specialist Mario Murillo. The banker had
returned to his Latino community to help small
businesses like Mejorada’s restaurants thrive.

The Mejoradas credit Murillo’s financial
guidance and advice with helping them
start their first restaurant in 2009, grow the
concept to three restaurants in California,
and add the payment processing technology
and other support to keep Los 3 Pollos going
amid COVID-19.
“My father does not speak English, so he
had to have someone he could turn to who
was bilingual and who knew small business
in and out and that he could trust with our
future,” said Mejorada Jr. of Murillo’s role in
the company’s success.

Although COVID-19 has reduced profits
and required changes in the kitchen and
other operations for safety, Mejorada Jr.
said the pandemic hasn’t dented Los 3
Pollos’ outlook. The establishment is one of
an estimated 5 million Latino-owned U.S.
businesses according to Stanford Latino
Entrepreneurship Initiative’s fourth annual
survey of Latino business owners. n
COVID-19: Helping families at risk
of eviction stay in their homes
To help families at risk of losing their homes
due to the economic slowdown caused by the
COVID-19 pandemic, Wells Fargo created
The United Way Bay Area Rental Relief
Fund to provide rental assistance to 300
families through UWBA’s existing network of
SparkPoint Centers and community partners.
“Wells Fargo is committed to being part of
the solution and help people from slipping
into homelessness. Our initial donation of
$750,000 will help hundreds of families get
caught up or stay current on paying their
rent,” said Erica Trejo, community relations
senior manager for Wells Fargo.
“We are excited that Wells Fargo is providing
much-needed assistance to families impacted
by our Bay Area housing crisis. The UWBA
Rental Relief Fund is a great example of
how the nonprofit and private sectors can
strengthen our communities by partnering
together. We hope that this initiative can serve
as a model as we continue to work on our
region’s most pressing community issues,” said
Kevin Zwick, chief executive officer, UWBA.

UWBA is leveraging Wells Fargo’s $750,000
donation to raise an additional $2.5 million over
the next six months to serve more families.

The funds are part of the $175 million
donation Wells Fargo announced to support
nonprofits and communities playing a key role
in COVID-19 relief efforts. nPage 548 of 854
Information as of May 2021.
© 2021 Wells Fargo Bank, N.A. All rights reserved.

Our commitment to
sustainable housing
In 2019, Wells Fargo provided
more than $15 million in
philanthropic investments to
boost local homeownership
through their NeighborhoodLIFT
program in Los Angeles and
Sacramento, creating nearly
600 homeowners. Since 2012,
NeighborhoodLIFT and other
LIFT programs have invested
$77 million through 10 program
launches in California. They
will create more than 3,000
homeowners by offering
homebuyer education and down
payment assistance grants for lowand moderate-income buyers.

Wells Fargo has also donated
19 mortgage-free homes to
support military veterans and
their families in California and
donated more than 400 homes
valued at over $60 million in all
50 states since 2012
Our history in California
In 1852, Henry Wells and
William Fargo founded
Wells Fargo & Co. in the Gold
Rush port of San Francisco
to serve the West. The new
company offered banking and
express services. The bank
was soon doing business across
the state of California. In the
boom and bust economy of the
1850s, Wells Fargo earned a
reputation of trust by dealing
rapidly and responsibly with
people’s money.

Learn more: stories.wf.com/
California
wellsfargo.com/impact
Cultivating kidpreneurs for
success
As a little girl in Mexico, Leonor Hipólito was
called the “mango lady”— teased for selling
mango preserves on the streets made from
her dad’s fruit harvest.
“I always dreamt of someone going to my
parents and telling them, ‘Your daughter
is smart and she needs to go to school,’”
Hipólito said. “I wish someone would have
grabbed me by the arm and taken me to
school.”
In one of the most underbanked areas
in the U.S. — Fresno and Bakersfield in
the Central Valley were among the top
10 nationally — Hipólito is now that
encourager, changing futures and growing
entrepreneurship among children through her
nonprofit Pequeños Empresarios.

Spanish for “young entrepreneurs,”
Pequeños Empresarios teaches courses
on language, leadership, personal growth,
finance, business operations, manners,
environmental stewardship, and more to
children ages 7 to 12.

Hipólito said Wells Fargo has been a key ally
for Pequeños Empresarios, providing its first
corporate support in 2014 and encouraging
others to follow suit, which ended a reliance
on hot chocolate and tamale sales to fund
operations.

To date, Wells Fargo has awarded Pequeños
Empresarios more than $75,000 in grants and
provided volunteers and other guidance. n
Forging a pathway for veterans in
manufacturing
With more than 200,000 U.S. service
members leaving the military each year,
San Diego-based nonprofit Workshops
for Warriors® (WFW) is working to ensure
veterans are fully supported for a successful
transition back to civilian life. WFW offers two
16-week machining and welding programs
that help train, certify, and place veterans and
transitioning service members into advanced
manufacturing careers.

Since 2008, WFW has graduated more
than 700 veterans and transitioning service
members who have earned more than 6,200
nationally recognized credentials. With a 94%
job placement rate, WFW alumni have gone
on to work for top manufacturing companies
across the country in every state.

WFW credits its sustainability and success
to the hard work and dedication of its staff
and students, as well as the support from
private and corporate donors, including
Wells Fargo. Since 2013, Wells Fargo has
donated more than $680,000 in support of
WFW’s overall programming and operations.

Despite having to pivot to instructorled online education in response to the COVID-19 pandemic, newly implemented
hygiene and safety protocols — including
mandatory face masks, constant disinfecting
and handwashing, social distancing, and
remote working — have allowed Workshops
for Warriors to responsibly continue
operations. n

Page 549 of 854 ends

Wells Fargo in your community | Desert Hot Springs, CA
1 • 1 banking location, including 1 in LMI*
community
• 3 ATMs, 3 in LMI communities
Our people Our locations Our community
• 19 team members live here
• 9 team members work here
1Community Impact and CRA reflects 2020 data
2Some community development activity cannot be tracked at the city level 3Community development activity is subject to change as updates are received *LMI = low to moderate income
Our people and location information as of January 2022
Charitable contributions1
Foundation giving Total grants
Civic 42
Environment 7
Education 153
Human services 357

Page 550 of 854 ends

Source: FDIC Deposit Market Share Report as of June 30, 2022 Wells Fargo in your community | Desert Hot Springs, CA
2 Home mortgage lending in your community1
Community lending1,2,3
• 59 mortgage loans extending $7.9 million in credit
– Of that, 50 were in LMI communities, providing $6.5 million in credit and 14 mortgage loans were made to LMI borrowers, providing $2.4 million in credit • 47 small business loans extending $1.6 million in credit – Of that, 44 were in LMI communities, providing $1.4 million in credit Total loans $ amount
Home purchases 10 1,848,095
LMI borrower 6 1,079,020
Homeimprovement 4 384,878
Home equity 0 0
Home refinance 14 2,390,757
LMI borrower 7 1,266,057 Wells Fargo continues to be among highest credit rated U.S. banks Bank Moody’s S&P Fitch
Wells Fargo Bank, NA Aa1(cr) A+ AAJP Morgan Chase Bank Aa1(cr) A+ AA Bank of America Aa2(cr) A+ AAUS Bank Aa2(cr) AA- AACitibank Aa3(cr) A+ A+ Deposit share Rank # Total deposits ($000)

35.42% #2 $66,136
(cr) – Reflects Moody’s Counterparty Risk Assessment
Source: Bloomberg as of January 21, 2021
Credit ratings
FDIC deposit market share
4 Community Impact and CRA reflects 2020 data
5 Mortgage includes home purchase, home improvement, home refinance, other purpose, NA and originated and purchased loans. 6 Totals include low, moderate, middle, upper and unclassified income levels.

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Evidence of insurance
The Wells Fargo & Company Corporate Insurance programs include, but are not limited to, Professional Liability insurance (also known as Errors and Omissions policy), Financial Institutions Bond coverage, which includes Fidelity (also known as Employee Dishonesty) coverage, and Commercial, General Liability, and Automobile Liability insurance.

We’ve included the Evidence of Insurance documents on the following pages.

If you select Wells Fargo as your preferred provider for treasury management services, we will provide Certificates of Insurance as required by contract.

Page 552 of 854 ends

Wells Fargo & Company
Risk & Insurance Management
550 S 4th Street MAC N9310-061
Minneapolis, MN 55415

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF
INSURANCE TO YOUR WELLS FARGO CONTACT. Date:

EVIDENCE OF CASUALTY INSURANCE COVERAGE
Insured: Insurance Company:

Old Republic Insurance Company
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Covered Location(s) Limits of Liability Policy Period Policy Number Commercial General Liability
Including premises operations,
occurrence form; blanket contractual
liability; host liquor liability coverage
Omnibus Additional Insured
endorsement extends coverage
to any person or organization
for whom Wells Fargo &
Company or its Subsidaries
have agreed under contract
or agreement to provide
insurance. In no event shall the
insurance provided hereunder
exceed the scope of coverage
required by contract or
agreement
$10,000,000 Each
Occurrence
$10,000,000 Aggregate
$10,000,000 Personal &
Adv. Injury
$10,000,000 Products and
Completed
Operations
04/01/2020 - 04/01/2025 MWZY 315337
Automobile Liability Covers all owned, non-owned
and hired automobiles
$10,000,000 Each
Occurrence
Combined
Single Limit
04/01/2020 - 04/01/2025 MWTB 315336
Workers' Compensation and
Employers' Liability
Provides workers'
compensation coverage for
employees in all states -
except statutory workers'
compensation provided either
through a Monopolistic State
Fund or Self-Insurance in the
following states: Ohio, North
Dakota, Washington and
Wyoming or by the Wells
Fargo Injury Benefit Plan in
Texas.

Statutory - WC
$1,000,000 - EL Each
Accident
$1,000,000 - EL Disease
Each
Employee
04/01/2020 - 04/01/2025 MWC-302638-20
Evidence of Insurance Issued To: Wells Fargo & Company
Risk & Insurance Management
Jill M. Combs
Head of Risk & Insurance Management
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

Wells Fargo & Company and Its Subsidiaries including
Wells Fargo Bank, N.A 03/29/2022 City of Desert Hot Springs 11999 Palm Dr. Desert Hot Springs, CA 92240

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Wells Fargo & Company
Risk & Insurance Management
550 S 4th Street MAC N9310-061
Minneapolis, MN 55415

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF INSURANCE TO YOUR WELLS FARGO CONTACT. Date:

EVIDENCE OF FIDELITY (EMPLOYEE DISHONESTY) COVERAGE
Insured: Insurance Company
Old Republic
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Coverage Details Limits of Liability Policy Period Policy Number Financial Institution Bond Provides Employee Dishonesty (Fidelity) coverage for Wells
Fargo & Company and its
Subsidiaries.
$100,000,000 Per Occurrence
and Aggregate
10/1/2020 - 10/1/2022 MWZY 315838
Evidence of Insurance Issued To: Wells Fargo & Company
Risk & Insurance Management
Jill M. Combs
Head of Risk & Insurance Management
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply. 03/29/2022 Wells Fargo & Company and Its Subsidiaries including Wells Fargo Bank, N.A City of Desert Hot Springs
11999 Palm Dr. Desert Hot Springs, CA 92240

Page 554 of 854 ends

Wells Fargo & Company
Risk & Insurance Management
550 S 4th Street MAC N9310-061
Minneapolis, MN 55415

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF
INSURANCE TO YOUR WELLS FARGO CONTACT. Date:

EVIDENCE OF PROFESSIONAL (Errors & Omissions)

LIABILITY COVERAGE
Insured: Insurance Company:

Old Republic
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Coverage Details Limits of Liability Policy Period Policy Number Professional Liability Provides Wells Fargo & Company
and its Subsidiaries with
coverage for claims arising out of
an Employee's error or omission
that occurs in performing
professional services for others.
$100,000,000 Per Occurrence
and Aggregate
10/1/2020 - 10/1/2022 MWZY 315838
Evidence of Insurance Issued To: Wells Fargo & Company
Risk & Insurance Management
Jill M. Combs
Head of Risk & Insurance Management
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

Wells Fargo & Company and Its Subsidiaries including
Wells Fargo Bank, N.A
03/29/2022 City of Desert Hot Springs 11999 Palm Dr. Desert Hot Springs, CA 92240

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Wells Fargo Treasury Management
City of Desert Hot Springs | 1
Treasury Management RFP disclosures
Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Desert Hot Springs in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo’s right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City of Desert Hot Springs’ contractual requirements or to bind Wells Fargo to the City of Desert Hot Springs’ contractual requirements unless specifically commented upon.

Wells Fargo has included with its response copies of its account and service documentation for the deposit and treasury management products and services requested in the RFP, which we would require serve as or be incorporated into any final agreement.

Page_Section Description
Pg. 5, # 16. (Fingerprinting)
Pg. 26, Section 45. Fingerprinting
The Firm is required to conduct background checks on all of its employees prior to hire and cannot delegate this obligation and requirement to the City of Desert Hot Springs under this Agreement. These pre-hire checks made after conditional job offers include a check against the FBI's National Criminal Information Center (NCIC) database, as well as the OFAC/SDN list.

Section 19 of the Federal Deposit Insurance Act prohibits Firm as a federally-insured depository institution, from hiring or continuing the employment of persons who have criminal records involving dishonesty, breach of trust, money laundering, or the distribution, manufacturing, or trafficking in controlled substances. Under Section 19, disqualifying criminal records include convictions that have not otherwise been sealed or expunged, as well as entry into pre-trial diversion or similar programs with respect to such crimes. If a background check reveals a conviction for a covered criminal offense, then the person at issue is ineligible for employment with the Firm unless he or she has received a written waiver from the FDIC or the offense linked to the conviction otherwise meets the FDIC’s de minimis criteria. Similarly, if the Firm subsequently learns that an employee has been convicted of a covered criminal offense, then it will terminate that person's employment. The Firm also does not employ persons whom it determines may pose an unacceptable risk to the safety of its customers and employees, including persons convicted of certain serious crimes involving sex and/or violence. As such, all persons offered employment with the Firm must undergo a criminal background check.

There are no exceptions to this requirement.

Pgs. 9-27, Professional Services
Agreement
Upon award of business, Wells Fargo will negotiate and enter into mutually acceptable agreements with the City of Desert Hot Springs in connection with the deposit and treasury management products and services requested under the RFP. Wells Fargo’s right to negotiate all contract terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to require specific comments (or to prohibit general exceptions) to the City of Desert Hot Springs’ contractual requirements or to bind Wells Fargo to the City of Desert Hot Springs’ contractual requirements unless specifically commented upon.

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Wells Fargo Treasury Management
City of Desert Hot Springs | 2
Page_Section Description
Wells Fargo has included with its response copies of its account and service documentation for the deposit and treasury management products and services requested in the RFP, which we would require serve as or be incorporated into any final agreement.

Pg. 12, Section 10. Consultant’s Books
and Records, c.

The City may reserve a right to inspect financial books and records in Wells Fargo’s possession that are related only to services provided by Wells Fargo to the City, provided that such inspections are conducted in accordance with Wells Fargo’s reasonable security requirements. Access to the depository must be in accordance with Bank’s security policies, processes, and protocols; and access to secured areas of the depository or banking systems will not be permitted. Notwithstanding the foregoing, Wells Fargo does not grant the City or its representatives any right to examine, inspect, or physically visit any Wells Fargo data center.

Pgs. 17-20, Section 18. Insurance
Requirements
(1) Worker’s Compensation Coverage
Sentence #2
In addition, Consultant shall require each subcontractor to similarly maintain Worker's Compensation Insurance and Employer's Liability insurance in accordance with the laws of the State of California for all of the subcontractor's employees.

Sentence #5
Consultant agrees to waive its statutory immunity under any worker's compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved in the Services to do the same.
(2) General Liability Coverage
Sentence # 3
Consultant shall provide insurance on an occurrence, not claims-made basis. (4) Professional Liability Coverage
Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's Services, whether such Services are performed by Consultant or by its employees, subcontractors, or sub-consultants, to the extent such persons other than Consultant are permitted to perform any of the Services under this Agreement. The amount of this insurance shall not be less than one million dollars ($1,000,000) per claim, and two million dollars ($2,000,000) in the aggregate.
b. Endorsements
(1) Note: Wells Fargo can provide omnibus wording for Additional Insureds for the General Liability and Automobile Liability policies only. Wells Fargo does not name third parties as Additional Insured on our policies. c. Deductibles and Self-Insured Retentions
Please strike this paragraph in its entirety.

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Wells Fargo Treasury Management
City of Desert Hot Springs | 3
Page_Section Description
e. Imposition of Insurance Requirements
Please strike this paragraph in its entirety.
g. Failure to Obtain Coverages
Consultant agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the performance of Services, o the extent such is permissible under this Agreement, Consultant shall be responsible for any losses, claims, suits, damages, defense obligations, or liability of any kind or nature attributable to the City or its officers, employees, servants, volunteers, agents and independent contractors.
h. Notice of Cancellation or Reduction in Coverage
In the event that any coverage required in this Agreement is canceled, reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to the City either by facsimile and/or via certified mail, at Consultant's earliest possible opportunity and in no case later than fifteen thirty (15 30) calendar days after Consultant is notified of the change in coverage.

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Municipal Advisor RFP Disclosure
This proposal is submitted in response to your Request for Proposal for Government Banking Services dated March 07, 2022. The contents of this proposal and any subsequent discussions between us, including any and all information and analysis with respect to product is provided to you in reliance upon your compliance with the guidance of the staff of the SEC’s office of Municipal Securities in order for a request for proposal to be consistent with the exemption for responses to requests for proposals or qualifications provided under the municipal advisor rules (the “Muni Advisor Rules”) of the Securities and Exchange Commission (the “SEC”) (240 CFR 15Ba1-1 et seq.).

In submitting this proposal (a) Wells Fargo Bank, N.A. (“Wells Fargo”) is not acting as an advisor to City of Desert Hot Springs (“you”) and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to the information and material contained in this proposal; (b) Wells Fargo is acting for its own interests; and (c) you should discuss any information and material contained in this proposal with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material.

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Wells Fargo Merchant Services RFP Legal Disclosures
Legal entity and contracting parties
Wells Fargo Merchant Services, L.L.C. (Wells Fargo Merchant Services) is an alliance between Wells Fargo Bank, N.A. and First Data Merchant Services, L.L.C.

Any agreement for merchant services will be entered into between the City of Desert Hot Springs and Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank, N.A. This Agreement is separate from any new or existing agreement between the City and Wells Fargo Bank, N.A. for banking or treasury management services. Furthermore, the Merchant Processing Agreement is separate from agreements for those services, including agreements for any proposed or existing treasury management services used in addition to or in conjunction with merchant processing services.

Disclosures
Our proposal is intended to be a description of the services we can provide in response to the requirements described in the RFP. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our merchant services relationship with the City. However, by responding to the RFP, we are not indicating our acceptance of any of the terms or conditions contained in the RFP. Our right to negotiate all terms upon award of business will not be affected or diminished by any language in the RFP, including language that purports to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response.

We are providing links to our Wells Fargo Merchant Services Terms and Conditions (wellsfargo.com/termscustom0920) and our Operating Rules (wellsfargo.com/operatingrules). We expect these documents to become the final Agreement or part of the final agreement (dependent on your product and service selections) between the City and Wells Fargo Merchant Services if you choose us as your provider.

The City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies, and procedures of the Card Organizations and the nonbankcard issuers. A summary of many of the key elements of those Card Organization requirements is provided in our Operating Rules (wellsfargo.com/operatingrules). The terms, conditions, policies, and procedures of the Card Organization and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services to negotiate. The Card Organizations govern their mandated fees and assessments, which are subject to change during the term of the Agreement.

Pricing disclosures
Wells Fargo Merchant Services pricing, as provided in our proposal, is based upon the information provided by the City (for example, processing requirements or number of merchant accounts) as of the date the RFP response was submitted.

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In responding to this RFP, Wells Fargo Merchant Services only agrees to be bound to the pricing we provided therein to the extent that the assumptions upon which it was based were reasonably derived in relation to the information provided by the City as of the date of the creation of that pricing and are accurate and unchanged.

In the event that Wells Fargo Merchant Services is the successful bidder, and the City subsequently provides additional information to us that would affect the pricing (including pass through fees paid by the City, Wells Fargo Merchant Services shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by the City.

Furthermore, should Wells Fargo Merchant Services be the successful bidder for this RFP, the City shall be required to execute a Pricing Terms Schedule/Addendum to Pricing Terms document which is a part of your Agreement.

Information contained in this response is valid for 60 days from the date of submittal.

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Cover Letter | 1 |
January 31, 2023
Proposal for
City of Desert Hot Springs
Banking Services

Page 562 of 854 ends

Cover Letter | 2 |

DELETE SECTION BREAK BELOW IF REMOVING DIMON QUOTE
“Throughout our history,
JPMorgan Chase has built its
reputation on being there for clients,
customers and communities in the most
critical times. This unprecedented
environment is no different. Our
actions during this global crisis are
essential to keeping the global
economy going and will be
remembered for years to come.”

JAMIE DIMON
Chairman and Chief Executive Officer
JPMorgan Chase & Co.

Page 563 of 854 ends

Table of Contents | i |
Table of Contents
COVER LETTER ....................................................................................................................................................... 1 EXECUTIVE SUMMARY........................................................................................................................................... 5 SOLUTION OVERVIEW............................................................................................................................................ 9 PART I: SELECTION CRITERIA ............................................................................................................................ 13 PART III: QUALIFICATIONS .................................................................................................................................. 18 EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES........................................ 24 OBJECTIVES:.......................................................................................................................................................24 BANKING SERVICES REQUIRED.......................................................................................................................37

PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF DESERT HOT SPRINGS AND CHASE .................................................................................................................................................................... 53 EXHIBIT B - CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE................... 57 PROPOSAL MODIFICATIONS............................................................................................................................... 59 PART II: INSTRUCTIONS, CONDITIONS, and LEGAL REQUIREMENTS .........................................................59 PART IV: GENERAL INFORMATION...................................................................................................................62 Appendices
Appendix 1. Pro Forma Analysis
Appendix 2. Community Reinvestment Act Data
Appendix 3. Merchant Services Data and Equipment
Appendix 4. Business Resiliency Client Letter
Appendix 5. J.P. Morgan Access Technical Requirements
Appendix 6. Deposit Account Agreement
Appendix 7. Consolidated Service Terms

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Cover Letter | 1 |
Cover Letter
Dear Jerryl:

Thank you for the opportunity to respond to the City of Desert Hot Springs (the City) Request for Proposal for Governmental Banking Services.

Chase is dedicated to providing the City exemplary financial services. The proposed solution is comprised of both required and suggested services that represent our understanding of and commitment to this important project. We are confident you will find our response to be competitively priced while providing the most advanced treasury management services available.

We are excited about this opportunity to build our relationship with the City.

Our dedicated Government Banking team brings the City the best practices and the benefits of our experience working with a variety of local, state and federal entities. We will diligently work with you to maintain a comprehensive solution for your banking services needs now and throughout our relationship.

Our success is directly related to our business philosophy—providing competitive services and products available to our public sector clients.

We believe Chase is well suited to perform the duties as the City’s banking and payment services provider for the following reasons:
● We understand local government: We are a market leader in providing many of the services outlined in your RFP. To make the most of your cash flow, our focused solutions for treasury and investment management services offer a robust, efficient and streamlined operating model. To minimize banking costs and improve operating efficiency, our proposal offers the City a leading solution. ● Forward-thinking solutions: Our goal is to enhance the operating platform you’re on. While that does come with additional cost, it should be considered a holistic solution as we are recommending a structure for the City’s funds to further offset the cost while providing additional value.

Message to
City of Desert Hot
Springs
January 31, 2023
Jerryl Soriano
City Clerk
11999 Palm Drive
Desert Hot Springs, CA 92240

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Cover Letter | 2 |
● Dedicated team: The City can be confident you are supported by an experienced and accessible government team with a consultative approach and a strong commitment to understanding your needs while delivering solutions that exceed expectations. You will be supported by an experienced banker and a cash management consultant, among a team of banking professionals. In addition to regular meetings, we commit to a semi-annual relationship review—a formal review of service quality, services used and new technology.
● Financial stability: The health of your banking institution can directly impact the health of the City’s organization. Our approach to financial management has allowed us to achieve our objective of maintaining liquidity, preserving capital and providing credit to our clients throughout both historical cycles and past market events.
● Technology commitment: The firm’s 2022 technology budget is $12 billion, a significant portion of which supports the enhancement of and development of new treasury solutions for our clients. ● Transition incentive: To demonstrate our commitment to this relationship, if we are awarded banking services requested in this RFP, we are committed to providing a smooth banking transition for the City.

We will waive any account maintenance fees for the first ninety (90) days of the relationship during implementation. In addition, we will provide a complimentary check scanner for remote check deposits.

Please refer to the Proforma Analysis included in Appendix 1.

Moreover, the City will find that we distinguish ourselves from our competition through our commitment to the communities we serve. We have a local branch office in Desert Hot Springs that is within a one-mile radius to meet your needs. On a more global scale, Chase is committed to the overall health of the communities of which we are a part. As such, we have committed to the following initiatives:
● Increase homeownership by originating an additional 40,000 home purchase loans ($8 billion) and refinance an additional 20,000 mortgages for Black, Hispanic and Latino households ($4 billion) ● Expand affordable housing through financing the creation and preservation of 100,000 affordable rental units through $14 billion in new loans, equity investments and other efforts to expand affordable housing in underserved communities
● Grow small businesses by providing an additional 15,000 loans or $2 billion in lending, to small businesses in majority-Black, Hispanic and Latino communities ● Spend an additional $750 million with Black, Hispanic and Latino suppliers ● Improve financial health and access to banking by helping one million consumers open low-cost checking or savings accounts – by opening branches in underserved communities and materially increasing marketing spending to reach more customers who are currently underserved, unbanked or underbanked
● Invest in Minority Depository Institutions and Community Development Financial Institutions by investing up to $50 million in the form of capital and deposits to Black, Hispanic and Latino-owned or -led Minority Depository Institutions (MDls) and Community Development Financial Institutions (CDFls), which often provide a large percentage of mortgages and small business loans to underserved communities ● Accelerate investment in employees and build a more diverse and inclusive workforce by incorporating priorities and progress into year-end performance evaluations and compensation decisions for members of the Operating Committee and their direct reports

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Cover Letter | 3 |
On behalf of the entire Government and Not-for-Profit banking team at Chase, thank you for this opportunity and your consideration to serve as the City’s bank. Throughout this proposal, we demonstrate our vision and commitment to providing the City with the forward-thinking solutions that will serve you well into the future. We are committed to building solutions that will lead to your continued success. We look forward to meeting with you to answer any questions and provide any demonstrations.

Please do not hesitate to contact me with questions. I look forward to hearing from you.

Sincerely,
Elizabeth Perez
Senior Relationship Manager
(562) 427-9251
[email protected]

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Cover Letter | 4 |
Placeholder for section divider
Executive
Summary

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Executive summary | 5 |
Executive summary
We understand the City seeks a qualified provider to fulfill your banking needs as completely, efficiently and timely as possible – a bank that can provide the highest quality service at the best value. We look forward to a relationship with the City where you can use proven electronic banking solutions to help you control costs, optimize cash flow, manage resources and make informed decisions. In addition, you can increase efficiencies by maintaining a single bank to provide a comprehensive suite of cash management products and tools.

Financial strength and stability
Financial strength and stability remain a key objective for all government clients. Your team demands the highest degree of safety for the financial assets entrusted to your banking services provider.

Chase has developed and maintained strong financial discipline throughout fluctuating market conditions. We follow sound accounting standards, provide transparent public reporting and offer first-rate information management systems. We have the financial stability to provide our clients with a broad, high-quality set of products and services—while leveraging the benefits and efficiency that come with economies of scale.

For the past several years, Chase has invested hundreds of millions of dollars in:
● Enhancing our cash management and treasury liquidity capabilities ● Analyzing and repositioning our global footprint
● Reinvesting in technology solutions
We continually look to technology to enhance our solutions, reduce processing costs and increase operating efficiency.

Our financial objectives include continuing to reduce transaction banking fees over time by:
● Investing in new platforms
● Reengineering our own processes
● Centralizing more back-office operations in cost-effective locations ● Introducing environmentally friendly practices to reduce paper and embrace a fully electronic world In turn, we bring these efficiency savings to you by offering best-value solutions that optimize quality, cost and efficiency.

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Executive summary | 6 |
Implementation
An experienced onboarding specialist will work with your team when you bring your relationship to Chase. We deliver tailored solutions to your needs and provide a dedicated resource to fully support your onboarding journey:
● Develop a tailored implementation plan that fits the needs of the City’s organization ● Work with you to understand each operating environment and collaborate with leadership to deploy a cohesive strategy
● In the spirit of continuous improvement, act on client feedback to enhance your experience Knowledgeable relationship team
Relationship Manager Elizabeth Perez and Cash Management Consultant Dirk Theuerl will work together to offer you premier products and quality service. With a shared sense of urgency, your relationship team will resolve issues and provide solutions in a thorough and timely manner.

Both Elizabeth and Dirk have extensive experience serving government sector clients and are responsible for:
● Facilitating communication to understand your current and future business needs ● Proactively providing ideas to help protect and energize your business In addition, regular relationship reviews offer insight into how products can provide you with efficiency and savings.

Developing and advancing our communities
JPMorgan Chase is dedicated to the long-term vitality of our communities. As a market leader in multifamily lending, we help increase the affordable housing supply and grow local organizations through financing. We play a leadership role in our communities not only through our products, programs and extensive investments, but also by the involvement of employees in many community-based organizations and activities. Our employees serve numerous organizations by providing expertise and technical assistance, as well as financial education. Additional information about our community contributions in Riverside County is provided in Appendix 2.

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Executive summary | 7 |
Making a difference
Firmwide initiatives
Making a financial commitment to fight racial inequality Our firmwide, five-year, $30 billion commitment to help close the racial wealth gap draws on our expertise in business, policy and philanthropy. We want to drive an inclusive recovery, support employees and break down barriers of systemic racism.

Assisting diverse suppliers in their economic growth and development Our supplier diversity work is steeped in on our long-standing relationships with diverse business development organizations. We’re committed to spending an additional $750 million with diverse suppliers over five years.

Let us help you transform treasury
We welcome the opportunity to discuss our recommendations, introduce our broader team and demonstrate our systems as we collaborate closely with you throughout this effort.

With over 55 years of experience in the government sector, we are prepared to support the City at your touchpoints—enhancing risk management, boosting efficiencies and improving constituent service.

We have the experience, the solutions and the people to effectively support the City of Desert Hot Spring’s goals.

We want and value your business and are honored to serve you.

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Executive summary | 8 |
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Solution
Overview

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Solution overview | 9 |
Solution overview
Solution summary
The City is seeking a financial services provider that can provide industry leading treasury products to help optimize cash flows and achieve operational efficiencies while providing high quality service. As your bank, our vision for your treasury services is aligned to meet your objectives.

Banking reports – J.P. Morgan Access
Our online reporting features enable you to customize and schedule reports from a single page and view your check and deposit ticket images with the corresponding transactions. J.P. Morgan Access provides a comprehensive and customizable capability with flexible features and functions so you can view your balances and transactions, your way.
● Create, delete and run reports from a single location ● Create account groups and customize report settings
● Schedule reports or allow coworkers to share your customized reports ● Access transaction details, images, notes and payment history ● Prior-day and current-day reporting capabilities
● Receive notices when scheduled reports are complete
Fraud prevention solutions
To manage your payables processes efficiently, you must be able to access detailed check status quickly, expedite account reconciliation processing (ARP) and reduce exposure to potential payment fraud. Chase can provide you with comprehensive, easy-to use Internet-based solutions for helping you manage disbursement activities, mitigate fraud risk and streamline account reconciliation processes.

Accessing check details and images and issuing stop payments ● Check Inquiry – Whether you need to access a single transaction or a range of transactions, you can view paid check and deposit ticket details and images in seconds. You may search for the status of paid checks by check number, check amount, paid date sequence number, payee name or other client-defined data.
● You may retrieve single check images or request to retrieve a group of images based on a range. The City can make batch requests by entering your list of transactions and submitting in bulk.

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Solution overview | 10 |
● Execute stop payments and revokes easily with a stop link based on the results of your check status request. Up-to-the minute check status includes same-day, teller-presented checks and checks presented from other institutions.

Accountreconciliation and fraud prevention
● Reconciliation input: This ARP import function makes submitting check-issue files for account reconciliation quick and simple. You can choose to import your check-issue files containing issues, cancels and stop payments in either a fixed width, delimited or a standardized XML format. A convenient data entry service lets you add “one-off” issues simply and conveniently. ● Reconciliation output: This ARP output function allows you to retrieve ARP reports, bank statements and data files in seconds. You will no longer have to wait for statements or reports to arrive in the mail.

You may also download ARP files, including daily paid-item files or reconciliation files. ● Positive pay: The ability to quickly and accurately make positive pay exception decisions online helps minimize your exposure to check fraud. We compare your check-issue information to your paid-check information and alert you via email when exceptions on your accounts are ready for processing. You maintain complete control over each exception and can quickly view exception images to verify data. ● Payee verification: Identify potential fraudulent checks and reduce the risk of payee line alterations with this digital comparison and verification technology. It provides enhanced fraud protection and is integrated along with standard MICR exceptions for simple, efficient processing. ● ACH Transaction Review: This tool allows you to review online ACH debit and credit transactions that post to your account the prior banking day and return unauthorized transactions on a case-by-case basis.

Online payment origination
Cash managers need a powerful, sophisticated and secure online payment platform that does it all with seamless simplicity. J.P. Morgan Access offers a whole new way to initiate and manage payments. With just a few clicks, you can make payments, create templates, view account balances and customize screens.

Reporting, productivity tools and security administration services are integrated with the payment function so you can perform activities across applications using a common user interface and workflow that saves time and eliminates hassle. J.P. Morgan Access is simple and intuitive, making payments easier, with little or no learning curve.

Features and benefits:
● Manage all transactions within one place
● Manage recurring payments using customizable templates ● Easily transfer funds in real time between your U.S. Chase accounts ● Process payroll via Nacha File Upload
● Critical information at your fingertips
● Multi-level security protocols designed to safeguard transactions and information

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Solution overview | 11 |
Conclusion
We are confident that our product capabilities, personal service and public sector expertise are unmatched by our peers and position Chase to provide you with greater value today and in the future.

In closing, we would like to express our strong interest and desire to provide the City banking services. Our proposal is intended to demonstrate our capabilities and to illustrate that by selecting Chase, you are choosing a reliable and conscientious service provider.

We have the experience, the products and the people to effectively and efficiently manage your business, and we look forward to a relationship with the City.

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Solution overview | 12 |
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Scope
of Services

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PART I: SELECTION CRITERIA | 13 |
PART I: SELECTION CRITERIA
A final contract will be awarded to the firm who can best meet the requirements as specified; and provide high quality, cost effective Banking Services, as determined by the City Staff/Council based on the following factors which are listed without implication of priority:

1. Information regarding the Firm’s experience and qualifications to successfully provide Banking Services.

JPMorgan Chase & Co. (JPMorgan Chase) is a financial holding company. Its principal banking subsidiary is JPMorgan Chase Bank, N.A., a national banking association with branches in 48 states. Here are some other key distinctions we think you should know about us:
● Our principal nonbank subsidiary is
J.P. Morgan Securities LLC (J.P. Morgan
Securities), a U.S. broker-dealer
● The firm’s principal operating subsidiary
outside the U.S. is J.P. Morgan Securities plc,
a U.K.-based subsidiary of JPMorgan Chase
Bank, N.A. JPMorgan Chase Bank, N.A., is
wholly owned by JPMorgan Chase & Co.
● JPMorgan Chase is a leading global financial
services firm with assets of more than $3.8
trillion.
● A component of the Dow Jones industrial
average, JPMorgan Chase & Co. has its
corporate headquarters in New York
The firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under the J.P. Morgan and Chase brands. Additional information about the firm is available at www.jpmorganchase.com.

As of December 31, 2022, JPMorgan Chase & Co. has:
• Headcount of 286,645 employees worldwide
• Market capitalization of $393.5 billion.
• Deposits of $2.3 trillion.
• Loans of $1.11 trillion.
• Total stockholder equity of $292.3 billion.
• Tier 1 and total risk-based capital ratios 14.8% and 16.8%, respectively. The ratios presented are calculated under the Basel III Fully Phased-In Approach.

WE’RE STRONG IN NUMBERS
JPMorgan Chase has a global reach
We have 140 locations across the U.S. and 32
major international cities. We provide
comprehensive financial solutions, including:
 Lending
 Treasury services
 Investment banking
 Asset management

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PART I: SELECTION CRITERIA | 14 |
Lines of business
Both JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A., are managed on a line-of-business basis.

The business segments are based on the products and services provided or the type of client served. The services required to meet your requirements will be provided through our Consumer and Community Bank line of business.

JPMorgan Chase & Co. current organization by lines of business Figure 1
Investment services
Chase also refers the City to its securities affiliate, J.P. Morgan Securities LLC (JPMS). JPMS has agreed to provide an alternative investment proposal to the City under separate cover.

2. The ability and willingness of the Firm to meet all requirements as outlined in the scope of work (see Exhibit A).

Understood.

We are confident in our ability to meet the requirements as outlined in the scope of work. Please see our responses to Exhibit A on page 24 of this RFP.

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PART I: SELECTION CRITERIA | 15 |

3. Provide a list of client references and an outline of any experience the Firm has had in providing Banking Services, as needed within the City’s organization. Include the name, address and telephone number of client references that may be contacted, as well as a brief description of each project, explaining the service(s) performed.

Chase considers information about our clients proprietary and highly confidential. Therefore, we are not at liberty to disclose specific information about any current or former clients. However, the following clients have agreed to serve as a reference for this proposal:

West Valley Water District
Contact Name, Title Jose Velasquez, Director of Finance Address 855 W. Baseline Rd
Rialto, CA 92376
Phone (909) 875-1804 ext. 300
Email [email protected]
Length of time services provided 16 years
Temescal Valley Water District
Contact Name, Title Mel McCullough, Director of Finance Address 22646 Temescal Canyon Rd
Corona, CA 92883
Phone (951) 277-1414 ext. 6326
Email [email protected]
Length of time services provided 13 years

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PART I: SELECTION CRITERIA | 16 |
City of El Segundo
Contact Name, Title Dino Marsocci, Treasury & Customer Service Manager Address 350 Main Street
El Segundo, CA 90245
Phone (310) 524-2310
Email [email protected]
Length of time services provided 10 years
City of Marysville
Contact Name, Title Jennifer Styczynski, Finance Director Address 526 C Street
Marysville, CA 95901
Phone (530) 749-3903
Email [email protected]
Length of time services provided 9 years
Inland Valley Development Agency
Contact Name, Title Mark Cousineau, Director of Finance Address 1601 E. 3rd St, Ste. 100
San Bernadino, CA 92408
Phone (909) 382-4100
Email [email protected]
Length of time services provided 10 months

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PART I: SELECTION CRITERIA | 17 |

4. The thoroughness and conformity of the proposal package and cost of services to complete the scope of work identified in Exhibit A.

Understood.

5. Provide an estimate and compensation schedule on the scope of work as outlined in Exhibit A and a proposed fee schedule. Please understand all proposals will be evaluated based on the Scope of Work, Exhibit A, established herein. It is the responsibility of the submitter to review and understand all of the requirements in the Scope of Work. During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from proposing firms, or to allow corrections of errors or omissions.

Understood.

All pricing quoted in this response to RFP will remain fixed for an initial period of three (3) years. After the initial period, pricing, fees and terms are subject to mutual negotiation of the parties.

Please see Appendix 1 for our proposed fee schedule.

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PART III: QUALIFICATIONS | 18 |
PART III: QUALIFICATIONS
Please provide a resume of each staff member that will be working with the City directly to provide Banking Services, as needed by the City. The resume should include, but is not limited to, the following information:

Range of experience related to providing and recommending appropriate banking services, as requested; number of years performing this type of service; education; number of years with firm; title of position with the firm; hourly rates and name of individual.

Part of Chase’s commitment to the City is having the appropriate individuals assigned to your relationship team and providing outstanding client service. Chase recognizes the importance of providing premier client service and we are committed to delivering a quality of service that not only meets the City’s expectations, but also exceeds industry standards. We take a consultative team approach to building relationships with our clients. We assign a skilled relationship team, which is made up of professionals with a variety of expertise, providing individual answers by taking the time to understand your business, listening carefully and proactively providing targeted ideas to energize your business.

Brief resumes and contact information of your relationship team are provided on the following pages.

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PART III: QUALIFICATIONS | 19 |
Relationship Manager
Elizabeth Perez will serve as the lead relationship contact at Chase. Elizabeth is responsible for the City’s banking arrangements at Chase and the effectiveness of our team in handling the City’s banking services. Elizabeth is a highly experienced client strategist and client advocate. Your relationship manager maintains responsibility for the overall relationship. Elizabeth is authorized to negotiate contract terms and render binding decisions.

Elizabeth Perez
Role Relationship Manager
Address 3 Park Plz, Floor 08
Irvine, CA 92614-8505
Phone (562) 427-9251
Email [email protected]
Responsibilities
Elizabeth will lead the City’s banking team with a focus on the quality and delivery of our services.

She will:
• Serve as your primary point of contact for the bank’s full capabilities • Recommend products and services that meet your needs and goals, including financing solutions, treasury management and other banking services
• Oversee delivery of products and services, including financing, treasury services and other financial services • Address your overall satisfaction with your Chase banking relationship Biography
Elizabeth Perez joined the firm in 2018 with a wide-ranging background in financial services and has become a trusted advisor to numerous organizations. She brings 11 years of experience in the financial services industry and her expertise includes risk management, credit analysis, treasury management, depository banking, and specializing in finance such as working capital lines of credit, asset-based lines, equipment and commercial real estate finance by providing credit solutions. Elizabeth’s career has spanned in the Government and Not-For-Profit sector, where she provides a full range of banking solutions to assist organizations in fulfilling their missions.

Prior to joining Chase, Elizabeth was selected to pioneer a start-up division for a mid-size commercial bank, offering specialized lending products, and she joined a team that built this product from the ground up. Elizabeth has held the following positions within the financial industry: Sr. Relationship Manager, VP/ AVP Relationship Manager and Business Development Manager.

Elizabeth holds a B.A. from Vanguard University in the field of Business Organizational Management and has also served as a volunteer for the following nonprofit organizations: The A21 Campaign and Make-A-Wish Foundation.

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PART III: QUALIFICATIONS | 20 |
Senior Management
Chadd Young will act as a high-level of contact to bring both regional and national Government and Not-for-Profit expertise to the City.

Chadd Young
Role GNP Area Manager
Address 1177 1st Street
Gilroy, CA, 95020
Phone (408) 779-2328
Email chadd.k.young @chase.com
Responsibilities
Chadd will act as a high-level point of contact to bring both regional and national Government and Not-for-Profit expertise to the City.
• Serve as an escalation point of contact for the City’s relationship with Chase • Address your overall satisfaction with your Chase banking relationship Biography
Chadd Young is the West Coast Area Manager for Chase’s specialized Government and Not-For-Profit Banking team.

Chadd and his team specialize in the specific lending and treasury products and services that address the specific needs of municipal entities and not-for-profit organizations. Chadd manages a team of bankers with more than 11 years of industry experience that cover the state of California. A key role to the team’s success is having the capacity to understand the strategic needs of the organizations they support and be able to act as an advisor to the current and future needs of the organization.

Prior to becoming the team’s Area Manager in the summer of 2022, Chadd had been an Area Manager within Chase’s for Profit Business Banking team for 11 years covering various areas in San Jose and the Silicon Valley since 2010.

Chadd holds a B.S Degree from Utah Valley University and MBA from Washington State University and resides in San Martin, CA.

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PART III: QUALIFICATIONS | 21 |
Cash Management Consultant
Cash Management Consultant Dirk Theuerl will consult with the City on an ongoing basis to maintain the most efficient treasury management arrangements specifically tailored to meet the City’s needs, communicate best practices, new solutions and enhancements to products and services.

Dirk Theuerl
Role Cash Management Consultant Sr
Address 2104 E Elliot Rd, Floor 01
Tempe, AZ 85284-1806
Phone (602) 221-1274
Email [email protected]
Responsibilities
Dirk will assist the City in resolving working capital and efficiency challenges by providing information and offering ideas from Chase’s Treasury Services team.

He will:
• Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist you in realizing day-to-day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends • Monitor your implementation for successful service delivery Biography
Dirk Theuerl has worked in financial services for over 15 years and has been with Chase for 14 years. He currently serves as a cash management consulting supporting our Business Banking clients. Dirk has worked in a variety of roles at Chase including Relationship Banker and Branch Manager and has worked with Commercial clients in Middle Market Banking.

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PART III: QUALIFICATIONS | 22 |
Please include in the proposal a listing of community benefits the contractor has provided to the communities in which it has operated.

Chase has a proven history of commitment to the goals of the Community Reinvestment Act (CRA) – to help make sure credit is available to all communities, including those that are low- and moderate-income (LMI). Additionally, the bank has long supported economic development, affordable housing, support services, education and other community development initiatives by working with nonprofit organizations and financial intermediaries devoted to these areas.

Our mission is to support people, strengthen communities and advance local economies. We are helping maintain the richness and culture that is so important to the City through our deep commitment to local growth and transformation.

Please see Appendix 2 for detailed CRA activity that the bank has provided in Riverside County.

Our commitment
1 branch in the City
3 ATMs in the City
Figure 2

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PART III: QUALIFICATIONS | 23 |
Investing in the economy
While we have provided capital to businesses, government and nonprofit organizations in the local market, our support extends far beyond that.

In 2020:
● $1.9 billion in goods and services purchase in the state of California ● $29 million contributed to nonprofits in the state of California Investing in community
The strongest, most resilient communities are those with thriving educational systems, resources for people and businesses, and investments in infrastructure.
● 7,000 consumer customers and over 300 business customers in the City ● 17,400 hours employees in the state of California donated to nonprofits Investing in people
Whether we are creating opportunities for artists to beautify neighborhoods, for technologists to conduct research and development or for veterans to start businesses, we are supporting your residents in meaningful and sustainable ways. We look forward to continuing to support the people of the City. ● From 2011-2020, JPMorgan Chase hired 193 veterans in the state of California

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 24 |

EXHIBIT A - THE SCOPE OF WORK FOR

GOVERNMENTAL BANKING SERVICES
OBJECTIVES:

The City of Desert Hot Springs is requesting a proposal for a primary banking relationship with a financial institution. The following is a listing of mandatory services the City requires of its financial institution:
● Checking Accounts
Chase Analysis Business Checking, also known as a DDA, is part of a suite of products, which provides the option of either paying an earnings credit rate (ECR) or “soft dollar” interest on balances, which are applied against bank fees or “hard dollar” interest.

The DDA with ECR and the DDA with interest are both fully liquid with no restrictions on withdrawals.

Please note, ECR cannot be earned on a DDA with interest. Therefore, a charge for “interest earned” will appear on the Analysis statement for the exact amount of interest earned in the month. ● ACH Debit Services
We can block all ACH debits and/or credits to your accounts. We provide ACH Transaction Blocking and ACH Transaction Review products.
● ACH Transaction Blocking: ACH Transaction Blocking allows you to add ACH debit and/or ACH credit block setups at the account level with optional dollar amount thresholds using our online portal.

ACH Transaction Blocking allows you to specify which companies are authorized to post ACH debits and credits to your accounts, blocking unauthorized use. The system's "block all" option prevents all ACH debits and credits from posting. You can also set dollar limit ceilings. ● ACH Transaction Review: ACH Transaction Review, available through J.P. Morgan Access, lets you review and confirm ACH debit and credit transactions online, as well as return unauthorized transactions on a case-by-case basis. You have until 4:00 p.m. PT the day after posting to submit decisions. If a Pay or Return decision is not submitted by you, the default Pay or Return decision, as established in the related profile, will be applied.
● Credit/Debit Card Services
Merchant Services is a trusted industry leader in payments processing and a critical line of business under our Chase Payments group, helping clients optimize, grow, simplify and protect their payments for more than 35 years. More than 4,000 Merchant Services employees help organizations like the City implement and advance more secure and efficient payments programs that matter most to your customers, while establishing the optimum processing environment to help you streamline operations and optimize the cost of doing business.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 25 | As seasoned professionals in the payments industry, we also participate on the boards and committees of numerous payment networks and associations. We leverage our leadership position to provide a strong voice for your shared concerns. In 2021, our processing volume was more than $1.88 trillion and comprised of clients across a broad range of industries, segments and locations. Our proprietary platforms enable us to offer the City integrated solutions for all major payment types—from credit and debit processing to digital, alternative and mobile payment options. We support a variety of point-of-sale and card-not-present environments while providing security and reliability, and offer a full spectrum of payments services we can tailor to meet your objectives.

Please visit https://www.jpmorgan.com/merchant-services/home for more information regarding our capabilities in the United States.
● Courier Services
Chase offers branch night drop, vault (via armored courier), ATM deposit and branch service options.

We do not provide ground-based courier services for the pick-up and delivery of domestic paper check or cash deposits. If the City elects to use our vault services, you arrange to contract with an armored courier to drop off deposits at our Los Angeles vault location.
● On-line wire transfers
The City can use J.P. Morgan Access to initiate wire transfers using a variety of payment options. Strict control over user access to functions and accounts facilitates compliance with internal audit requirements, while enhancing security. Accounts can be held with Chase worldwide or other financial institutions.

Wire initiation provides global capabilities to transfer urgent (high-value) payments in real time. It can accommodate both clients who want free-form payments for immediate availability, as well as those who prefer to build repetitive lines using templates. Clients with higher volumes can import transactions for easy approval and release, allowing for seamless integration with your existing accounting systems. ● Positive Pay on Checking
We provide positive pay services to help protect the City’s accounts.

Why are checks so susceptible to fraud? Everyday access to scanners, printers, desktop publishing software, and other tools used to print and alter checks makes it easy to create fraudulent items – written on your bank account! It is just easier to perpetrate fraud on paper checks than electronic payment methods.

However, we can all be proactive. Our positive pay service effectively helps protect your organization from becoming a victim of check fraud.

You simply send us your check issue files via transmission or the Internet. Our J.P. Morgan Access Internet delivery channel provides a foundation for secure and traceable
communications between you and the bank.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 26 | We match checks presented on your account to those you have issued. If they don’t match, we provide images of exceptions to you via J.P. Morgan Access. You instruct us to pay or return by the deadline. ● Overdraft protection
The City’s relationship manager handles overdrafts caused by funding failures. Your relationship manager will contact you to help confirm the account is processed appropriately. However, an interest overdraft fee may be assessed on uncollected balances.
● ACH reporting
Chase offers several web-based and file transmission options for reporting incoming and outgoing ACH transactions:

J.P. Morgan Access
Provides Internet-based information reporting, including balance and transaction detail reports. Incoming and outgoing ACH transactions appear on the transaction detail reports with consolidated and detailed credit(s) and/or debit(s) information. ACH detail and other origination information is also available within the Payment and Template reports.

File transmission
Once set up, it generates various types of incoming files, including ACH file acknowledgements and return items, in a standardized format.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 27 | Transaction Services
Transaction Services through J.P. Morgan Access helps you get ACH transaction information, initiate investigations, receive responses and generate analytical reports. The service stores 15 months of history and lets you obtain either summary or complete payment details on originated transactions. You can also:
● Send reversals and/or reclaims securely and retrieve ACH returns and obtain a Reversal/Reclaim report
● Submit a notification of change (NOC) to correct future transactions ● On-line balance reporting
Our online portal allows the City to retrieve real-time and previous day posting of information each business day. The cash position of accounts held by us and other financial institutions worldwide in any currency can be viewed in an online, secure environment. Current-day information is updated throughout the business day for designated accounts.

Also, you can access useful information to aid in planning funding and investment strategies, including topline summaries, detailed transaction records and historical reports for up to two years. User entitlements can be managed to control access to accounts and reports, including:
● Balance and Transaction Report (worldwide)
● Interactive Transaction Report
● EDI Report (U.S.-based accounts)
● Returns and Exceptions Report
● Payment and Template Reports
● Wire Detail Report

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 28 | Cash reports
Figure 3
A variety of filters can be used to pinpoint desired transactions for enhanced data management. An export feature offers a variety of formats to facilitate data integration with your accounting and decision support platforms.

Reports can be scheduled with the frequency and format desired by each user and shared with other users. ● On-line Image Retrieval
We offer paid item images* in different media to meet the City’s image strategy. Options for paid check images are:
● Online via J.P. Morgan Access: Retrieve in seconds, compared with hours or even days for physical retrieval and the quality of the reproduced image is extremely clear ● Image transmission: Receive fast, automated image files directly transmitted to your internal check archive for high-volume clients
* JPMorgan Chase is licensed under U.S. patent nos. 5,910,988 and 6,032,137.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 29 | ● On-line Stop-pays
To streamline the City’s stop payment process, we offer the following options:
● Internet: Place stop payments online via the banking portal, either directly from within the “Stops” function or more efficiently by using the “Inquiry” function where the check numbers are validated against the issued items
● File Transmission: Send a stop (or revoke) payment transaction within the positive pay issue files, allowing stops to be processed in batch
● Manual: For backup, contact a Senior Service Specialist at the Platinum Business Service Center ● Banking Supplies
The City can order deposit tickets and other supplies through us.

Chase debits your account for deposit tickets, endorsement stamps and depository bag fees. Additional supplies can also be ordered via www.chasebags.com.
● Excellent customer service
Chase uses a hybrid client service model, combining highly trained senior service specialists with an online self-service portal and access to our Solution Center Access Support. ● Platinum Business Service team: The Chase Platinum Business Service Center is available to assist the City with day-to-day banking and inquiries. Staffed with knowledgeable personnel, the service center team is committed to delivering timely and efficient support.

Senior service specialists are available Monday through Friday from 5:00 a.m. to 9:00 p.m. PT. ● J.P. Morgan Access for self-service: Transaction Services via J.P. Morgan Access is an Internetbased self-service tool that the City can utilize to streamline routine inquiries, communicate securely and receive timely support. Transaction Services enables you to initiate inquires and establish automated alerts for wire transfers as well as to access to transaction information. ● Solution Center Access support: Our Solution Center Access Support team provides support to The City for J.P. Morgan Access related inquiries, which includes troubleshooting browser, software and scanner issues. They also assist with Internet troubleshooting, password resets/unlocks, resolving error messages, etc.
● Data Equipment Compatibility
Please see Appendix 3 for information on our data and equipment for Merchant Services.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 30 | The following is a list of optional services the City may require:
● Automatic Account Reconciliation
Receive a reconciliation of outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs.

Provide detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes) for full reconciliation.

Choose how you wish to supply this data, in a file transmission or by upload or manual key entry to J.P. Morgan Access, as needed by the check activity in each account.

With check issued data, we perform a full reconciliation of activity in the account, delivering a reconciliation report package via the online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date.

Account reconciliation reports
Figure 4
● Trust & Escrow Agent Services Accounts
Chase respectfully declines to provide Trust & Escrow agent services accounts.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 31 | ● Payment of Financial System Upgrades and Fees through use of analysis and supplies J.P. Morgan Access is upgraded online using planned change management processes. Prior to making any enhancements, plans for all proposed systems changes are reviewed and approved internally. Extensive controls implemented during the development and testing of system enhancements help to guard against corruption of systems and disruption to our clients.

The bank notifies the City of upcoming upgrades via messaging on the portal and/or email. Messages on the portal will be displayed in the Messages and Announcements and System Alerts section of the home page.

Upgrades become available to your users via the next time they login to the online platform.

We do not charge clients for upgrades.
● Online Banking payments collected in a batch deposit
We offer a file delivery solution that allows the City to send and receive ACH files using:
● SSL session encryption
● Browser-based file exchange (HTTPS)
● SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption ● AS2 (Applicability Statement 2)
Our delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation.

VPN (virtual private network) is also a supported file transfer solution.

Key features of transmission processing
Value dating Submit regular commercial payments to vendors on the business day prior to the value date, or warehouse for up to 90 days in advance of the value date for direct transmissions Encryption After encrypting the file, transmit to the bank for final ACH processing Data integrity Benefit from better data integrity and file edit checks to identify potential duplicate files upon receipt of files into our ACH system
Transaction
journals
Receive a transaction journal within two hours of receipt of an ACH file initiation transmission, including item count and dollar amount
Redundancy Be confident in knowing our server is mirrored for disaster recovery Secure
access
Receive a logon and password that gives you access to a “drop box” directory on the server Push or pull Initiate the SFTP session to push and pull data files

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 32 | How to handle large-batch files
We recommend submitting large batch files containing any consumer credits at least two business days prior to the settlement date. We accept future-dated large batch files containing consumer credits. These should be submitted at least two business days prior to the settlement date.

Same-day processing is available
● You can send same day ACH credits and debits
● All ACH credit and debit transactions, except for international transactions (IATs) and transactions above $1,000,000, are eligible for same-day processing
● All data received after 12:15 p.m. PT (11:15 a.m. PT if prefunded) is ineligible for same-day ● E-Payments
Chase offers two Commercial Card solutions as described below. The services are proposed to augment and complement the requirements included in the RFP.

One Card
Chase’s One Card solution consolidates travel and entertainment, procurement and other expenses into a single payment system.

Manage multiple types of spend using a single solution
Figure 5

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 33 | Use our One Card solution to benefit in several ways.

Benefit in many ways with a One Card solution
Improve your efficiency
• Increase spend that leads to increased rebate revenue • Reduce administrative and maintenance redundancies
• Decrease reliance on petty cash and travel advances
• Benefit from working capital gains through accelerated payments that maximize float • Lower inventory costs
Save time
• Centralize visibility into payments to increase leverage in supplier negotiations • Receive real-time access to data and reporting
• Access consolidated and automated reporting
• View receipt images at your fingertips
• Benefit from a customized approval workflow
• Increase program administrators’ productivity with program automation • Simplify integration into your Enterprise Resource Planning (ERP) system Improve supplier relationships
• Improve cash flow through faster payments
• Simplify accounts receivable (A/R) processes
• Experience savings on credit and collection costs
• Benefit from working capital gains through improved Days Sales Outstanding (DSO) Increase control, flexibility and security
• Receive real-time online program controls, including merchant category code (MCC) restrictions • Create account limits by transaction type (dollar limits, activity limits, cash advances, etc.) • Improve employee convenience with acceptance at more than 12 million locations • Access experienced professionals that help set up your program • Choose options for central or individual billing
• Provide employees with traveler insurance and assistance • Benefit from liability waiver protection against fraud and employee misuse Virtual Card
We offer a single-use, electronic, credit card-based payment method to help the City more efficiently manage payments, reduce costs and transform traditional areas of expense into potential revenue generators.

Gain the flexibility, float and rebate of a purchasing card coupled with powerful payment controls, anti-fraud and reconciliation features of virtual cards.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 34 | Virtual cards equal to the approved payment amount. There is just one account per payment to help make sure the merchant only has access to approved funds for a specific payment.

Virtual card reconciliation is based on matching four key elements of purchase payments to transactions:
account number, validity dates, dollar value and merchant category code (MCC). When these items match, reconciliation occurs automatically, and you gain further efficiencies by integrating into your ERP system.

Earn more rebate
Benefit from qualifying for rebates on more of your accounts payable spend.

Improve days payable outstanding by paying participating suppliers 15 to 20 days early without impacting cash flow.

Settle with Chase after billing and grace period.

Build stronger supplier relationships
Achieve increased spend and rebate with our comprehensive approach to supplier enrollment.

We provide access to enhanced features that improve the supplier experience, including an online supplier portal with remittance and historical data, and straight-through processing capabilities.

Maximize growth through vendor analysis, consultative support and enablement services as our supplier retention team mitigates attrition
100+ resources in supplier experience recruit suppliers on your behalf and help with their implementation.

Increase Spend =
Increased Rebate
+55% average increase in
virtual card spend after
converting virtual card
program* from another
provider
*Actual results from converting
clients January 2018 to March
2021

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 35 | How our virtual card solution benefits your suppliers
Figure 6
“Source: Acceptance Matters, And Now We Know by How Much, Report by Mastercard and Kaiser Associates, 2016” Streamlined supplier processes mean reduced administration costs with no checks for them to handle or deposit—and that means no check processing costs, courier fees, or costs associated with accounts receivable collections.

Increase security and control
Virtual cards have the lowest fraud rate of any commercial card product, and our virtual card fraud rate in 2020 was 0.002%.

Creating a one-to-one relationship of account numbers to payments means more control. The account credit limit equals the exact payment amount—to the penny. And account remains active for a defined time period (e.g., 5 or 50 days) that you determine.

Virtually eliminate employee and merchant misuse of funds with virtual cards. And you control authorization by allowing specific merchant category codes.

Virtual cards puts the City in direct control of the payables process with enhanced security features and adaptable controls that mitigate the risks of fraud and misuse.

Save with automation
Virtual cards help you increase operational efficiency as they automatically match each supplier transaction to purchase detail (e.g., order, invoice, receipt).

Regularly schedule reconciliation file-loads directly into your accounts payable system—streamline this task as detailed remittance data easily matches payments to claims.

And, handling exceptions is a simple process. Minimize time spent dealing with supplier reconciliation issues.

Virtual card inherent
controls
 One-to-one relationship of
account numbers to
payments
 Account credit limit can
equal payment amount
 Each account only active
for specified time period
(e.g., 5 days)
 Account authorized for
specific merchant category
codes
 No cards distributed to
employees (A/P controlled)

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 36 | ● Web Based Payment System
With J.P. Morgan Access, the City receives a highly intuitive and easy to use, cash management solution that seamlessly integrates all treasury activities through a secure portal using a single authentication process.

J.P. Morgan Access transforms the way treasurers manage and monitor cash balances, daily transactions and information. Our service is proof of our commitment to investing in leading edge technology, product innovation and improving the client experience.

Our comprehensive cash management system at a glance
Figure 7

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 37 |

BANKING SERVICES REQUIRED

1. General Banking: The Firm must have centralized cash vault operation that can accommodate the security, deposit volume, and change order demands associated with City accounts. The Firm must process returned/re-cleared items, stop payments, change/currency orders, and photocopying services for items or documents related to the City's bank accounts.

We offer flexible and secure depository services to meet the City’s check and cash deposit needs. ● For deposits of less than $10,000 in cash per day, you may make deposits at one of our local branches.
● For deposits more than $10,000 in cash, we recommend the use of our vault deposit services.

All branch and vault facilities are continuously monitored and reviewed for structural soundness and security.

Our branch and vault facilities have passed an internal inspection by our security and real estate engineers, who monitor and review for structural soundness and security.

Branch deposits
You benefit from making deposits less than $10,000 at one of our local Chase branches.

Branch information is provided in the table below. The deposit cutoff time is the branch closing time Monday through Friday, 5:00 p.m. PT for the branch in your area.

Chase branches (1)
Branch name Distance Address
Desert Hot Springs 0.54 miles 13000 Palm Dr
Desert Hot Springs, CA 92240
(1) As a business practice, we regularly review branch and ATM activity, which may result in branch openings and closings, ATM placement or removal or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time.

Vault services
You benefit from making cash deposits from your location(s) using our vault services. You arrange to contract with an armored courier to drop off deposits at one of our more than 100 vault locations. We recommend you use our Los Angeles vault.
● Step 1: Your selected armored courier picks up your deposit bags and delivers them to our Los Angeles cash vault site.
● Step 2: Your deposits are processed and credited to your account by cash vault processing specialists using our advanced equipment.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 38 | If we receive your deposit prior to the cutoff time (4:00 p.m. for cash-only and 4:00 p.m. local time for mixed deposit at the Los Angeles vault), we provide provisional, same-day ledger credit and may convert your cash deposits into usable funds on the same day.

Coin deposits greater than $10 may be credited to your account on a delayed basis. ● Step 3: Your cash-only deposit transactions post to your designated demand deposit account (DDA) with the deposit bag number and deposit ticket date to assist with your reconciliation. Verification of the cash occurs within 48 hours.
● Step 4: Choose your notification method for any discrepancies (if any) during implementation. ● Step 5: Request an email notification of adjustment information, a mailed advice on the day following verification or access to our Web Currency Services portal to view your account detail.

Returned items
Chase does not offer redeposit of returned items at this time.

We match the actual return items to a return item advice and mail them to the DDA statement address via First Class U.S. mail. The return advice lists the dollar amount and the reason for return for each item.

Stop payments
When placing stop requests via the banking portal, the system searches 90 days of transaction history to identify if the check has been paid (extended retention periods are available) for payment requests entered manually.

If the check has been paid, the system reports the date the item was paid, and you can; ● Choose to continue to request the stop by clicking “enter” (e.g., to prevent payment of a second presentment of an item with the same check information) ● Choose to cancel by clicking on the “cancel” button If you do not want to place the stop Once the stop payment request is submitted appropriately, it will be processed within one hour. We provide confirmation online of successful placement of the stop payment request. Print or download details as needed.

Stop payment requests remain in effect for one year and automatically renew for an additional six years.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 39 | Stop payment page
Figure 8
Change/currency orders
Change order options
Branch
Orders for next-day pick up should be placed using the automated phone system or Web Currency Services • The cutoff to place an order is 1:00 p.m. branch time on the prior business day • Your account is debited on the day you pick up the order at the branch • When picking up the change order, your representative must provide the system confirmation number for the branch to release the currency and coin
We restrict payment for change orders requested in the branches, including:
• Initial change orders for new client locations
• A cash-for-cash exchange
• An official check or an on-us check made payable to petty cash Orders not placed using our automated coin and currency ordering system require valid personal ID to receive the order.

Vault
• For timely delivery of vault orders, you should have sufficient funds available in the designated order account. • Orders placed for next-day delivery should have the account funded at the time the order is placed. • Orders placed for future dated delivery should have the order account funded beginning at 2:30 a.m. PT on the order processing date.
• Orders are processed the business day prior to delivery.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 40 | Photocopying services
Receive image history inquiry for seven to ten years with our banking portal. Perform an advanced upfront check search functionality that provides you with the status of each check. Your users can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid.

Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests.

Our banking portal is more efficient than paper or CD-ROMs, especially for retrieving information quickly.

Check images are usually available the same day checks are presented.

Sample check image
Figure 9

2. Deposit Verifications: The Firm must provide for deposit verification and return of validated deposit receipts to the City.

When presenting a deposit at the teller line, the City receives a receipt and provisional credit if post verified.

Also:
● You must wait for a validated receipt when making deposits at the teller line ● Coin deposits greater than $10 are verified on a delayed basis ● Validated receipts for deposits placed in the night drop are available at the branch the following business day
They’re retained at the branch for 30 days. Figure 10 is a receipt sample with definitions.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 41 | Sample branch receipt
Figure 10

3. Electronic Money Transfers: The Firm must provide incoming and outgoing electronic money transfer services, including ACH and Wire safeguards and security measures.

The City can use Account Transfer to transfer funds between U.S. (domestic) Chase bank accounts. Funds move in real-time between accounts. Account transfers are executed against the available balance.

Cutoff time for same-day transaction posting is 8:00 p.m. PT; any transaction initiated after this time will post on the following business day.

ACH safeguards and security measures
Depending upon your operational requirements, originate ACH payments for:
● Lower-volume origination by using our banking portal, J.P. Morgan Access. The banking portal provides a fully integrated, browser-based service with easy-to-use applications for all your information, compliance and portfolio management needs. ● Larger-volume origination by using secure file transfer protocol (SFTP) transmission for batch files.

Many large originators find it convenient to originate large volume via batch and create occasional manual entries online when necessary.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 42 | In addition, the City’s security administrators configure security, user rights, product access and functionality within J.P. Morgan Access. Some of the overall security options controlled by the security administrators are:

Security administrator options
Account authority Your account numbers that can be debited may be restricted at the user level.

Transaction amount limit Maximum dollar amount for each transaction created by a user.

Release amount limit Maximum dollar amount for each transaction released by the user.

Daily amount limit Maximum aggregate dollar amount for all transactions created by the user in a single day.

Modification authority Matrix allowing restriction of modification authority by transaction type.

Deletion authority Matrix allowing restriction of deletion authority by transaction type.

Approval authority Matrix allowing restriction of approval authority by transaction type; preformatted transaction types—created by other users, created by the same users, or both or none—are defined independently from unformatted transaction types.

Release authority Matrix allowing restriction of approval authority by transaction type. Preformatted transaction types—created by other users, created by the same users, or both or none—are defined independently from unformatted transaction types.

Rules Based Approval The wire approval process can be customized by creating rules that determine the number and identity of approvers, as well as the order in which that review must occur.

Wire transfer safeguards and security measures
J.P. Morgan Access provides you with a complete range of funds transfer services supporting U.S. dollar and multicurrency payments. Our solution supports wires (Fedwire and CHIPS), book transfers, drafts, account transfers and U.S. drawdown transaction initiations using both predefined (repetitive) templates and free-form formats.

The banking platform is fully customizable, which means you create custom filters and views for ease and accuracy in reviewing, approving and releasing transactions. Our solution supports recurring transactions via templates wherein locked fields allow for added security.

The City establishes user entitlements. Your security administrators authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates. Receive a client confirmation number immediately upon release to the funds transfer processing platform. Confirmation numbers are accessible using the cash reporting features of the banking portal

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 43 | Sample payment initiation page
Figure 11

4. Overdraft Protection: The Firm must provide overdraft protection. Provide a description of overdraft protection services available and any cost associated with the service.

The City’s relationship team handles overdrafts caused by funding failures and may contact you to help confirm the account is processed appropriately. However, an interest overdraft fee may be assessed on uncollected balances.

End of day overdrafts
We charge for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual DDAs for each day an overdraft occurs. Interest and overdraft fees can be offset by an earnings credit allowance and may be assessed on a per-occurrence basis.

The negative collected balance fee is calculated daily, as follows:

Negative collected balance fee calculation
(negative collected balance x overdraft rate)
360 days

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 44 | There is also a per occurrence fee for each day an account maintains a EOD negative collected balance.

Chase’s policy is that collected balances be maintained in the account(s) at all times in order to cover daily cash disbursements. Credit arrangements or netting/pooling arrangements that may be required would be determined and discussed in advance with the City’s relationship manager.

5. Tax Processing and Remittance: The Firm must accommodate the City's payment and reporting of payroll and other taxes.

Chase can accommodate the City’s payment and reporting of payroll and other taxes.

How direct deposit of payroll works
● Your employees can receive automatic electronic payroll payments to a designated checking or savings accounts when using our ACH system
● Typically, one or two days in advance of the designated payday, you send us a file containing the total amount to be paid electronically to your employees’ designated accounts ● For an additional charge, payroll transactions may be initiated with same day settlement, provided cutoff times are met
● The offsetting amount is charged to your designated account with us on the day of settlement (payday)
Direct deposit options
Origination method
Larger volume We recommend you use direct send transmission. You create a transaction file in standard Nacha format using industry standard applications. You will then transmit the file to us through a common protocol such as FTP. The transmission is encrypted and sent to us for final ACH processing.

Lower volume We suggest using J.P. Morgan Access. The banking portal allows your authorized users to enter the required ACH payment details in the fields provided. In addition to initiating payroll, you can use the banking portal for ACH and wire disbursements and concentration.

Transaction type
Prearranged payment
and deposit (PPD)
Supply PPD files for next-day credits. For your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to us by 7:00 p.m. PT two business days prior to the settlement date. The file will be processed at the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees’ accounts by open of business on payday.

Same-day ACH credits Send same-day ACH credits. All ACH credit transactions, except for international transactions (IATs) and transactions above $1,000,000 are eligible for same-day processing.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 45 | Taxes
Pay your federal, state and municipal business taxes electronically using the Internet or phone. This allows you to streamline tax payment initiation activities and remain fully compliant with mandates for electronic filing. You can do this without giving the government access to account numbers or funds. Reporting is also available through J.P. Morgan Access.

6. Balance Reporting: The Firm must have an electronic communication/file transmission system that allows the City to access data by 8:00 a.m. Pacific Standard Time, including previous day balance, collected balances, earnings allowance, and transaction information for each designated account The City can use J.P. Morgan Access to access your data, including previous day balances, collected balances, earnings allowance and transaction information.

Previous day and collected balances
Receive both prior-day and current-day information on J.P. Morgan Access.

Information sharing is critical in today’s fast-paced business environment. Our online portal provides a powerful tool that delivers timely, accurate data through reports that are easy to create and read— helping you analyze and manage cash flow.

The Account Balance Snapshot view displays current or prior day balances on the Home Page, and presents opening ledger, current ledger and current balances totals in an account or base currency. Cash reporting tools let the City create, customize and run up-to-the-minute reports on its accounts, all from a single location.

Your users select the information needed in the way they want it presented and schedule reports from a single page. Reports are customizable to fit your needs.

Receive prior-day information reporting by 7:00 a.m. PT, based on where each account is domiciled. Receive current-day information of transactions posted (memo-posted transactions)—such as lockbox, wire, ACH, returns, controlled disbursement and demand depository accounts—throughout the day, within minutes of receipt or completion.

Earnings allowance
Cash remaining in a non-interest bearing demand deposit account at the end of the day is used to determine an earnings credit value on account balances. This credit is calculated by Chase and reflected on your monthly account analysis statement to reduce the amount due for banking service fees.

Chase uses the following formula to calculate the monthly earnings credit allowance:

We fit the way you work
Save time with flexibility and
ease of use—our banking
portal fits the way you work:
 Customize your home
page to provide information
you need on one page
 View, print, export, save
and share, without having
to use paper unnecessarily
 Sort, filter, search with the
ability to view checks and
deposit images

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 46 | Monthly earnings credit allowance calculation
(Average Monthly Investable Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year
Additional transaction information
Transaction reports are available for transactions initiated through our online portal for accounts held at both Chase and other financial institutions. Template reports provide details on all templates set up by clients on these accounts.

Transaction reports include:
● Transaction details
● Transaction history
● Transaction methods and descriptions (wire,
book transfer, ACH, account transfer)
● Transaction creation method (free-form,
imported, from template)
● Transaction status (saved, pending
approval, pending release, rejected,
released, delivered, completed, rejected by
bank)
Template reports include:
● Template history (last date used, setup,
approval and activation)
● Template creation method (free-form,
imported)
● Template status (saved, pending approval,
pending activation, active, inactive, rejected)

7. Account Reconcilement: The Firm must provide monthly reconcilement reports, bank statements, account analysis statements, confirmations and other report related features within a maximum of 3 working days after month end. The Firm must be able to provide various reports and statements in a computer media and also provide specialized reports as needed.

We can provide the City monthly reconcilement reports, bank statements, confirmations and other reporting features through J.P. Morgan Access.

Monthly reconcilement reports
Use the Data Download feature of the banking portal to reconcile accounts or perform extensive research on check activity. Data Download allows you to download disbursement transaction detail information in a comma separated value (CSV) or QuickBooks format file (QBO).

Transactions available for ARP include outstanding and cancelled check status transactions along with paid, stop payment and return transactions. Non-ARP accounts only have paid, stop payment and return transactions reported.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 47 | To meet your reporting needs, determine filters from these options:
● Account number
● Transaction status category
● Date paid
● Effective date
Each request is tracked and delivered in your inbox on the online portal.

Online bank statements
Access bank statements of your Chase accounts in a timely and efficient manner via secure Internet delivery on J.P. Morgan Access. Benefit from receiving electronic bank statements that are identical to mailed paper statements within two business days after the statement cutoff date.

Bank statements include all transactions posted to the account including all checks paid by check number with paid amount. Online bank statements also include images of checks paid during the statement cycle.

Correction entries made by the bank are also included on the statement.

Confirmations and other reporting features
J.P. Morgan Access users may view the status of your payments transmitted through the online portal, including electronic payments, at any stage of the transaction, up until the point it is successfully released and a client confirmation number is received from Chase.

Payment statuses and confirmation can be tracked online through the portal. Reporting is available to you, providing summary-level information for all transactions and their statuses (entered, approved and released) based on a specified date range.

Pending payment status fields will include the following:
● Pending Approval / Pending Second Approval: The batch or transaction is awaiting approval or has received one approval and is awaiting the second approval. ● Pending Release: The batch or transaction is awaiting release.

For unsuccessful payments, a reject reason is provided to you.

Specialized reports
Our online portal, J.P. Morgan Access, offers the City a comprehensive list of predefined reports, as well as advanced filtering and criteria capabilities, and a powerful set of interactive features, allowing you to customize reports for different views or download them into different layouts to meet your varied reporting needs.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 48 | For example, for balance and transaction reporting, the City can customize reports online with the following selection options:
● Select balances by account or groups of accounts
● Access prior business day, current business day or as of business day financial data; or select a date range of up to 90 calendar days
● Evaluate account averages for this month, the prior month and year-to-date ● View balances, credits and debits
● Select from a variety of industry standard formats: Excel, CSV, PDF, MT940, ISO camt.052, camt.053, camt.054 and BAI2
In addition, the City can enhance the presentation of your information using the following Interactive Reporting functionalities:
● Move, show or hide fields or columns within the report ● Sort on single or multiple columns
● Use our web search tool to filter data
● Use graphs or charts to quickly visualize trends
● See your report change dynamically as you perform customization of your report ● Save and re-use the report template, print or export the report with the customized settings To enhance productivity, reports can be scheduled to run automatically via our Automated Scheduler at recurring intervals, e.g., daily, weekly or monthly. Additionally, customized reports can be shared by the creator with other the City users.

Once the scheduled reports are available in your users’ Reports Inbox, the users can download these reports at any time even outside of regular business hours, provided that this is not within our electronic banking system’s regular maintenance hours.

8. Credit/Debit Card Processing: The Firm must provide an electronic system to accommodate credit/debit card authorizations and processing.

Merchant Services is a trusted industry leader in payments processing and a critical line of business under our J.P. Morgan’s Payments group, helping clients optimize, grow, simplify and protect their payments for more than 35 years. More than 4,000 Merchant Services employees help organizations like the City implement and advance more secure and efficient payments programs that matter most to your payers.

The team establishes the optimum processing environment to help you streamline operations and optimize the cost of doing business.

As seasoned professionals in the payments industry, we also participate on the boards and committees of numerous payment networks and associations. We leverage our leadership position to provide a strong voice for your shared concerns. In 2020, our processing volume was more than $1.59 trillion and comprised of clients across a broad range of industries, segments and locations. Our proprietary platforms enable us to

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 49 | offer you integrated solutions for all major payment types—from credit and debit processing to digital, alternative and mobile payment options. We support a variety of point-of-sale and card-not-present environments while providing security and reliability. This provides you with a full spectrum of payments services we tailor to meet your objectives. Please see http://www.jpmorgan.com/merchantservices for more information about our capabilities.

9. Emergency Preparedness and Disaster Recovery: The Firm must have a fully developed disaster recovery plan, including remote sites for currency acquisition and recovery of records.

As an integral part of normal business operations within Chase, managers in the firm are responsible for developing and maintaining resiliency plans as part of the firmwide Resiliency Management Program and part of the firm's Global Business Resiliency department. Resiliency activities of Chase must comply with and are governed by several agencies that have laws, rules and regulations. Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the Office of the Comptroller of the Currency, the Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U.S. Financial System and regulatory agencies within the different geographic regions. Within the industry, resiliency planning is also commonly referred to as business continuity, disaster recovery and contingency planning; they all represent the process whereby financial institutions confirm the maintenance or recovery of operations and service to their clients.

Resiliency plans must explicitly address the business, operations and technology components of a business process, including those critical processes and functions provided by outside service providers and industry utilities. Contingency locations are an integral part of resiliency planning. In combination with the firm's testing program, contingency locations help make sure that the business resiliency plans remain accurate, relevant and operable to minimize disruption to our clients. Critical resiliency plans are tested annually, at a minimum, to verify the effectiveness of alternate locations and to demonstrate that the plans remain accurate and executable.

Chase resiliency plans are subject to risk-based examinations by the bank’s internal auditors. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, risk management and division executive for review. The firm's Board of Directors reviews the status of the overall resiliency program on an annual basis.

The bank exercises commercially reasonable efforts to help make sure the firm meets our obligations to you and to all our clients. The firm's resiliency program provides comprehensive business impact analysis, risk assessment, resiliency planning and testing to make sure we can manage our risk and our clients risk within a reasonable time period.

Please see Appendix 4 for our Business Resiliency Client letter. If you require more detail regarding our business resiliency planning methodology, we will be pleased to arrange a meeting for you with members of our business resiliency staff.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 50 |

10. Conversion Plan: The Firm must provide for a smooth transition. The Firm must also provide on-site training to City personnel for the operation and use of the Firm's services and automated systems.

When the City begins your relationship with us, we apply our proven implementation approach to implement your new banking services in a structured and efficient manner, with minimal disruption to your business.

Our approach to provide smooth onboarding of new services Your dedicated onboarding specialist remains your single point-of-contact throughout implementation:
● Understands your business objectives and builds a detailed project plan to meet your goals ● Coordinates with your team and all stakeholders at the bank to provide timely delivery and an excellent experience
● Provides end-to-end ownership of the process, keeping you fully informed throughout with regular progress meetings and updates.

Proven project management approach to deliver for your business Figure 12
We view the implementation process as a pivotal phase in our relationship and an opportunity to demonstrate the value of our expertise and consultative capabilities.

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 51 | Our people dedicated to your success
Your dedicated onboarding specialist earns your trust as an extension of your team. Your specialist delivers
expertise in project management and provides deep
industry knowledge and experience.

Our technical specialists work with you to develop a
comprehensive implementation plan based on your
objectives and processing systems. They provide expertise on our market-leading capabilities that simplify complex onboardings. They use proven and structured methodology to make certain highly successful outcomes that are delivered on-time.

Implementing big ideas and day-to-day improvements
Our transformation of onboarding includes advancing
client onboarding technology, tools and processes. Enjoy the benefits as you:
● Execute documents anytime, anywhere using eSignature capabilities, (as permissible by local law) ● Experience a streamlined KYC process that reduces
information required and automates data capture
through technology
● Benefit from ongoing investment in solutions to
streamline the end-to-end client onboarding process
● Reduce development effort and implementation time
with our proprietary ERP plug-ins and adapters
● Embed banking services in your products and processes with comprehensive API capabilities ● Our APIs provide a new digital connectivity channel to better deliver our products and services to achieve your business objectives
On-site training
Upon completing contracts and reviewing your business processes, we meet on site with the City as frequently as necessary to develop a detailed statement of work and implementation plan. Once that is in place, we hold weekly meetings, some by phone or telepresence, others in person. Including all relevant stakeholders helps make sure our efforts result in successful transition.

Once your new services begin, we commit to meeting with you quarterly or more frequently as needed so that both the City and Chase are consistently aligned in our focus. Depending upon the agenda, we bring the appropriate key representatives from our product, operations, technology and client service teams to cover specific topics.

Our people
482+ Onboarding team members
18 years’ industry experience (average)
44,597 onboardings completed in 2020
Our commitment to continual
improvement
 Investing in development of our
professional project managers
 Driving operational excellence by
empowering our people to improve
everyday processes
 Actively seeking client feedback
through surveys and follow-up calls
 Leveraging real-time data to efficiently
manage resources

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EXHIBIT A - THE SCOPE OF WORK FOR GOVERNMENTAL BANKING SERVICES | 52 | We offer the City a variety of methods for training without any cost to you, such as webinars, phone and short step-by-step prerecorded videos.

Receive the training you need
Store/Location deposit preparation process
Receive a number of materials during the initial implementation meeting, including deposit preparation procedures
Change order procedures and system access
Receive materials during the implementation process, including procedures and worksheets for our automated IVR or web-based coin and currency ordering system, depending on your preference Online resources
The Help tab provides you with online help articles, FAQs, guides, videos and a range of live and prerecorded webinar offerings on how to use our products and services Webinar training
Learn about each of our products in the J.P. Morgan Access family—each webinar lasts between 15 to 90 minutes and registration is available via the Help page Phone training
Schedule a one-on-one session conducted over the phone to meet your needs by contacting Client Access Training at (866) 619-3055, Monday through Friday, 4:30 a.m. until 4:00 p.m. PT

11. Data Equipment Compatibility: The City is interested in equipment and data compatibility and therefore request the specifications needed for an automated wire transfer, ACH debit and credit, credit card, balance reporting and any other automated system be included in this proposal. Any cost associated with the automated data and equipment should be identified on the bid.

Please see Appendix 3 for detailed information on our merchant services equipment and data compatibility.

We encourage the City to visit the following link to view instructions on how our terminals work:
https://merchantservices.chase.com/support/product-support/ingenico-desk-move-5000.

In addition, you can view our technical requirements for J.P. Morgan Access in Appendix 5.

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PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF DESERT HOT SPRINGS AND CHASE | 53 |

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN CITY OF DESERT HOT

SPRINGS AND CHASE
We have reviewed the form of agreement included in the RFP. Rather than providing a specific mark-up of the form provided, we have enclosed our standard forms of account terms and service terms, which include terms applicable to the services and the types of accounts that are the subject of the RFP. In addition to those terms, a mutually agreeable contract may be entered into by the parties. However, please keep in mind that Chase policies do not allow for:
● the provision of unlimited indemnities;
● conveyance of intellectual property rights;
● acceptance of consequential, incidental, or special damages; ● liquidated damages;
● agreement to miscellaneous laws, regulations, ordinances, codes, etc. that do not on their face apply to Chase as provider of the services that are the subject of the RFP; or ● deviations from the insurance coverage the bank carries.

These standard account terms and service terms, as applicable to services and accounts contemplated by the RFP, will be incorporated into any contract.

In addition, if Chase is the successful bidder, any contract for depository services shall incorporate and be consistent with this response, and will be subject to the Chase Deposit Account Agreement as in effect from time to time, other standard terms and conditions for products and services awarded, and the prior approval of Chase and its legal counsel.

Exceptions to the Agreement
In addition to our response referenced above, Chase has identified below the terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms.

Section 18. INSURANCE REQUIREMENTS
a. Policies. Consultant, at Consultant’s sole cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies:

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PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF DESERT HOT SPRINGS AND CHASE | 54 |
(1) Worker’s Compensation Coverage. Consultant shall maintain Worker’s Compensation Insurance and Employer’s Liability Insurance for its employees in accordance with the laws of the State of California, of an amount not less than one million dollars ($1,000,000) per accident. In addition, Consultant shall require each subcontractor to similarly maintain Worker’s Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. If any class of employees employed by Consultant pursuant to this Agreement is not protected by the California State Worker’s Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City. This provision shall not apply if Consultant has no employees performing work under this Agreement.

Consultant agrees to waive its statutory immunity under any worker’s compensation or similar statute, as respecting the City, and to require any and all subcontractors and any other person or entity involved in the Services to do the same.
(2) Commercial General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence, combined single limit coverage for bodily injury, personal injury and property damage associated with work contemplated in this Agreement. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Consultant shall provide insurance on an occurrence, not claims-made basis. Consultant acknowledges and agrees that, for purposes of clarification with the intention of avoiding gaps in coverage with any umbrella or excess coverage, personal and advertising injury coverage shall be triggered by an “offense” while bodily injury and property damage coverage shall be triggered by an “occurrence” during the policy period. The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CG 00 01 12 07 or any updated form thereof.

Policy written on an occurrence basis therefore all coverages triggered by an occurrence during the policy period. The policy cannot be changed for a specific contract. (3) Business Automobile Liability Coverage. Consultant shall maintain commercial business automobile liability insurance covering bodily injury, personal injury and property damage for all activities of the Consultant arising out or of in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each accident. occurrence, and two million dollars ($2,000,000) in the aggregate. As an alternative, Consultant shall be permitted to obtain a nonowned automobile endorsement to its comprehensive general liability insurance providing the same protection and coverage as though Consultant were to provide separate commercial vehicle liability insurance as set forth in this paragraph. The coverage required in this paragraph shall provide at least as much coverage as that provided by ISO form CA 00 01 or any updated form thereof.

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PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF DESERT HOT SPRINGS AND CHASE | 55 |
(4) Bankers Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant’s Services, whether such Services are performed by Consultant or by its employees, subcontractors, or sub-consultants, to the extent such persons other than Consultant are permitted to perform any of the Services under this Agreement. The amount of this insurance shall not be less than one million dollars ($1,000,000) each wrongful act per claim, and two million dollars ($2,000,000) in the aggregate.
(1) Except as otherwise provided by law, the City, its elected or appointed officers, and employees, agents and volunteers are to be included covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations as their interests pertain to this contract.
(6) Consultant will endeavor to send notice if changes to the policy are below the minimum requirements of this contract or for cancellation. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for any self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of the City Manager, Consultant may either reduce or eliminate such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The City Manager may condition approval of any reduction or elimination in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
e. Imposition of Insurance Requirements. Provided the City gives its written consent for any persons other than Consultant to perform any part of the Services, Consultant agrees to require that all parties, including but not limited to subcontractors, architects, engineers or others with whom Consultant enters into contracts or whom Consultant hires or retains pursuant to or in any way related to the performance of this Agreement, provide the insurance coverage required herein, at minimum, and name as additional insureds the parties to this Agreement consistent with Section 18b(1) hereof. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section.
g. Failure to Obtain Coverages. Consultant agrees and acknowledges that if it fails to obtain all of the insurance required in this Agreement in accordance with the requirements herein, or to obtain and ensure that the coverage required herein is maintained by any subcontractors or others involved in any way with the performance of Services, to the extent such is permissible under this Agreement, Consultant shall be responsible for any losses, claims, suits, damages, defense obligations, or

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PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN CITY OF DESERT HOT SPRINGS AND CHASE | 56 |
liability of any kind or nature attributable to the City or its officers, employees, servants, volunteers, agents and independent contractors.
h. Notice of Cancellation or Reduction in Coverage. In the event that any coverage required in this Agreement is canceled, reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to the City either by facsimile and/or via certified mail, at Consultant’s earliest possible opportunity and in no case later than fifteen (15) calendar days after Consultant is notified of the change in coverage.

Section 31. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and shall make all reasonable efforts to not discriminate against any subcontractor, employee, or applicant (“person”) for employment because of race; denial of family and medical care leave; religious creed (including religious dress and grooming practices); color; national origin (including language use restrictions); ancestry; physical disability or mental disability (including HIV and Aids); medical condition (cancer and genetic characteristics); genetic information; military or veteran status; marital status; gender, gender identity, and gender expression; sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding); age or sexual orientation. Unless otherwise permitted under the law, Consultant shall make all reasonable efforts to not refuse to hire or employ any such person or refuse to select any such person for a training program leading to employment, or bar or discharge any such person from employment or from a training program leading to employment, or otherwise discriminate against any such person in compensation or in terms, conditions, or privileges of employment.

Section 45. FINGERPRINTING
Consultant hereby acknowledges that the people working with the City must pass a background check and that s/he is required to be livescanned (fingerprinted) by the City of Desert Hot Springs Police Department, at Consultant’s expense, prior to execution of this Agreement. In the event Consultant does not do so prior to execution, Consultant agrees to do so immediately following execution hereof.

JPMorgan Chase employees, as well as contingent workers and certain designated third-party supplier personnel assigned to perform or engage in services on JPMorgan Chase’s behalf, must successfully passed the requirements for employment under applicable federal law. These requirements may include, but are not limited to, restrictions under Section 19 of the Federal Deposit Insurance Act (FDIA). FDIC-insured institutions like JPMorgan Chase are prohibited from employing or engaging as a contingent worker, any individual that has been convicted of, or entered a pretrial diversion or similar program for, a felony or multiple misdemeanor criminal offenses involving breach of trust, dishonesty, money laundering, embezzlement, fraud, theft, criminal conspiracy or the sale, distribution, manufacture of or trafficking in controlled substances without consent of the FDIC. Furthermore, pursuant to the JPMorgan Chase policy, eligibility for employment or assignment is evaluated on a case-by-case basis for egregious crimes involving violence. Finally, as a term of employment, each JPMorgan Chase employee must annually certify adherence to the firm's Code of Conduct which among other requirements contains an affirmative obligation for the employee to notify the Firm of any felony or misdemeanor arrest/conviction.

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EXHIBIT B - CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE | 57 |

EXHIBIT B - CERTIFICATE OF

EXEMPTION FROM WORKERS'

COMPENSATION INSURANCE
We have reviewed Exhibit B and provided the form on the following page. Chase is currently in compliance with the Workers' Compensation laws in the State of California.

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EXHIBIT "B"

CERTIFICATE OF EXEMPTION

FROM WORKERS' COMPENSATION INSURANCE
I certify that, in the performance of the work to be performed by ______________ for the City of Desert Hot Springs, I shall not employ any person in any manner so as to become subject to the workers’ compensation laws of California, and agree that if I should become subject to the workers’ compensation provisions of the California Labor Code, I shall forthwith comply with those provisions.
___________________________________ Date: _______________, 2023 Name & Signature
Chase has employees in the State of California and therefore are subject to the Workers'
Compensation laws there. This form is not applicable as Chase is already compliant with the Workers' Compensation laws in the State of California.

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Disclosure statement | 59 |

PROPOSAL MODIFICATIONS
Please keep in mind that Chase also requires execution of all applicable account opening documents, as well as all relevant product and service agreements. As part of our efforts to manage our environmental footprint in an efficient and sustainable manner, sample documents are provided in the attachments section of this proposal. Please note that these documents may be modified by the bank from time to time.
● Deposit Account Agreement included in Appendix 6
● Consolidated Service Terms included in Appendix 7
Know Your Customer
Chase is required to know its customer and to adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness and to fight against the funding of terrorism, money laundering and sanction related activities including performing certain transaction screenings. This means Chase will request information about the City and its management and those having authority to transact business with Chase in order for Chase to comply with its policies and procedures. This is an ongoing requirement and the provision of services pursuant to this proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of those policies and procedures and compliance by the City with applicable law with respect to the services provided and Chase’s policies of which the City is informed.

Exceptions to the Terms and Conditions
Chase has identified below the terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms. The proposed changes are indicated by additions in italic, underlined, text and deletions by strikethrough, red text.

PART II: INSTRUCTIONS, CONDITIONS, and LEGAL REQUIREMENTS

2. The Firm shall defend, indemnify, and hold the City of Desert Hot Springs, its officers, agents, volunteers, and employees free and harmless from any and all causes of action or claims of damages arising out of or related to the Firm’s performance under this contract.

4. Selected Firm is required to make all reasonable efforts to comply with all existing State and Federal labor laws. If the Firm out-sources any work or job to a sub-Contractor/Consultant, it will be the prime Firm’s responsibility to ensure that all sub-Contractors/Consultants meet the requirements as stated in this RFP.

6. Before execution of the contract, the selected Firm is obligated to provide evidence of liability insurance to include: Worker’s Compensation, Commercial General Liability, and Business Automobile Liability of $1,000,000 per occurrence/each accident, $2,000,000 aggregate.

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Disclosure statement | 60 |

9. Firm agrees that all service by the Firm shall be to the satisfaction of authorized City personnel consistent with this response to the RFP, the Chase standard terms and conditions for the services provided, modifications provided in this response to the RFP, and the mutual negotiation and agreement of the parties. In the event that the Firm defaults on performance of any of these requirements, then the City shall have the right to terminate this agreement upon thirty (30) days written notice delivered to the Firm by certified mail or courier. Termination of the contract will not relieve the Firm of any liability to the City for damages sustained by the City because of any breach of contract by the Firm, and the City may withhold any payments to the Firm until such time as the exact amount of damages due the City from the Firm is determined.

As noted in Chase Account Terms and Conditions included in the appendix section of this proposal, either Chase or the City may close an account or terminate all services by giving not less than thirty (30) calendar day’s prior written notice of intent to close or terminate.

10. The Firm shall submit a list of at least five (5) references that have purchased Banking Services from the Firm.

Firm shall provide company name, contact name and phone number for each reference.

Chase considers information about our clients proprietary and highly confidential. Therefore, we are not at liberty to disclose specific information about any current or former clients. However, some clients have agreed to serve as a reference for this proposal, please refer to the References section above.

11. The term of the contract shall commence upon execution by the City Council or authorized City representative and continue through a date to be determined. The City reserves the option to extend the contract(s) under the same terms and conditions for a maximum of two (2) additional years at current price levels.

Notwithstanding anything to the contrary, if Chase is the successful bidder, the award will be subject to a deposit account agreement, the bank’s standard terms and conditions for the services provided, and any modifications provided in this response to RFP. In addition, all pricing quoted in this response to RFP will remain fixed for an initial period of three (3) years. After the initial period, pricing, fees and terms are subject to mutual negotiation of the parties. The terms of this proposal shall expire after 90 days from the submission date.

13. The standard form of the City’s professional services agreement is attached hereto as Exhibit B. The selected Firm will be required to enter into this Agreement. By submitting a proposal, Firm certifies to the City that they have reviewed the Specifications of the RFP and the terms of the agreement and have incorporated all direct and indirect costs of complying with the scope of work and the agreement into the Proposal.

If Chase is the successful bidder, any agreement shall incorporate and be consistent with this response to RFP, the bank’s standard terms and conditions for the services provided, modifications provided in this response to RFP, and the mutual negotiation and agreement of the parties. Any contract shall also be subject to further review and approval by Chase inhouse legal counsel.

14. The City's terms for payment are net 30 upon receipt of invoice. Firm shall submit invoices between the first and fifteenth business day of each month for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all undisputed fees.

Notwithstanding anything to the contrary, if Chase is the successful bidder, the award will be subject to a deposit account agreement, the bank’s standard terms and conditions for the services provided, and any modifications provided in this response to the RFP.

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Disclosure statement | 61 |

15. Prohibited Interest – No officer, elected official, or employee of the City of Desert Hot Springs shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Firm, or Firm’s subContractors/Consultants for this project, during his/her tenure or for one year thereafter. The Firm hereby warrants and represents to the City that no officer or employee of the City of Desert Hot Springs has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the Firm or Firm’s subContractors/Consultants on this project. Firm further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

Chase is not aware of all of the City’s officials and employees and does not track nor monitor the existence of its ‘relationships’ whether financial, familial or otherwise between it and its employees with the City’s officials and employees.

Chase may very well, within the ordinary course of its business, have loans to, maintain accounts for, or provide other banking services to The City’s officials and employees.

The J.P. Morgan Code of Conduct prohibits any employee in general from acting on behalf of the bank in any transaction or business relationship involving such employee, members of his/her family, or other persons or organizations with which such employee or his/her family have any significant personal connection or financial interest.

In addition, as a publicly traded company with approximately four billion shares, JPMorgan Chase & Co. has numerous shareholders whose ownership in the company varies from day to day based upon the purchase and sale of the stock. Exact ownership varies on any day, but even the largest institutional investors in the company owns approximately 5%.

Furthermore, due to the large number of shares, business transactions and clients, the Bank does not believe that any shareholder ownership represents a financial interest that would present a conflict of interest in the award of this contract.

16. The selected Firm Representative must be live scanned (fingerprinted) before execution of an official agreement by the City of Desert Hot Springs Police Department at the Firm’s expense.

JPMorgan Chase employees, as well as contingent workers and certain designated third-party supplier personnel assigned to perform or engage in services on JPMorgan Chase’s behalf, must successfully passed the requirements for employment under applicable federal law. These requirements may include, but are not limited to, restrictions under Section 19 of the Federal Deposit Insurance Act (FDIA). FDIC-insured institutions like JPMorgan Chase are prohibited from employing or engaging as a contingent worker, any individual that has been convicted of, or entered a pretrial diversion or similar program for, a felony or multiple misdemeanor criminal offenses involving breach of trust, dishonesty, money laundering, embezzlement, fraud, theft, criminal conspiracy or the sale, distribution, manufacture of or trafficking in controlled substances without consent of the FDIC. Furthermore, pursuant to the JPMorgan Chase policy, eligibility for employment or assignment is evaluated on a case-by-case basis for egregious crimes involving violence. Finally, as a term of employment, each JPMorgan Chase employee must annually certify adherence to the firm's Code of Conduct which among other requirements contains an affirmative obligation for the employee to notify the Firm of any felony or misdemeanor arrest/conviction.

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Disclosure statement | 62 |
PART IV: GENERAL INFORMATION

1. Firm is required to carefully and fully investigate all of the requirements of this RFP. By submitting a proposal, Firm represents and certifies to the City that such investigation has been completed and that it fully understands the scope of work.

6. All submitted proposals and information included therein or attached thereto shall become public records upon contract award.

This document contains information which is confidential and proprietary to Chase, that may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. Neither this document nor any of its contents may be used for any other purpose without the prior written consent of Chase.

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Disclosure statement | 63 |
Disclosure statement
This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the “Agency”) in order to assist the Agency in evaluating certain products or services that may be provided by JPMorgan Chase Bank, N.A. (“Chase”) or one of its banking affiliates. Chase is a subsidiary of JPMorgan Chase & Co. This document contains information which is confidential and proprietary to Chase, that may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person.

Neither this document nor any of its contents may be used for any other purpose without the prior written consent of Chase. Chase makes no representations as to the legal, regulatory, tax or accounting implications of the matters referred to in this document.

Chase is the marketing name for Consumer and Community Banking including Business Banking lending and deposit services activities. All cash management arrangements, including pool implementations, are subject to the satisfaction of legal, tax and credit due diligence. Chase does not provide advice on the fiscal issues related to treasury structures and recommends that the Agency consult with its legal and tax advisors prior to entering into any agreement or pooling arrangement. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. Chase makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction.

In no event shall Chase nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. Chase is not providing any such advice or acting as the Agency’s agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934, as amended. The Agency is responsible for its own independent assessment as to the suitability and appropriateness of the services hereunder for the needs and requirements of its business.

Chase is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137.

This proposal is subject to and conditioned upon a mutually agreeable contract between the Agency and Chase. Chase also requires execution of all applicable product and service agreements.

This document may contain information that is confidential and/or proprietary to Chase and JPMorgan Chase & Co. Such information may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by Chase. © 2023 JPMorgan Chase Bank, N.A. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured.

Chase supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible.

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ELIZABETH PEREZ
GNP Relationship Manager Sr
3 Park Plz, Floor 08,
Irvine, CA 92614-8505
+1-562-427-9251
[email protected]

DIRK THEUERL
Cash Management Consultant Sr
2104 E Elliot Rd, Floor 01
Tempe, AZ 85284-1806
+1-602-221-1274
[email protected]

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Appendices
Proposal for
City of Desert Hot Springs

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Appendix 1
Pro Forma Analysis

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*
Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

Page 1 ends

Pricing quoted herein is valid for 60 days from the date of this presentation Pro Forma Analysis
January 2023
Customer: City of Desert Hot Springs ECR Rate: 0.3900%
Balance Analysis *
Average Ledger Balance $10,000,000.00
Less Average Float $500,000.00
Average Collected Balance $9,500,000.00
Less Reserve Requirement Rate 0.00% $0.00
Average Available Balance $9,500,000.00
Less Balance Required $7,436,984.19
Net Available Balance $2,063,015.81
Earnings Credit Allowance Rate 0.3900% $3,045.21
Total Charge For Services $2,383.91
Net Credit Amount $661.30
Service Charge Amount: $0.00
Service Analysis *
Service Description
Number of
Units Unit Price Charge For Service Balance Required

ACCOUNT SERVICES
NEGATIVE COLLECTED BAL FEE 1 $0.0000 $0.00 $0.00
ACCOUNT MAINTENANCE 4 $25.0000 $100.00 $311,965.81
CHECK IMAGE REQUEST 1 $10.0000 $10.00 $31,196.58
CREDIT POSTED- ELECTRONIC 72 $0.2500 $18.00 $56,153.85
DEBIT POSTED - ELECTRONIC 24 $0.2000 $4.80 $14,974.36
CASH CONCENTRATION MAINTMASTER 1 $30.0000 $30.00 $93,589.74 CASH CONCENTRATION MAINT SUB 1 $15.0000 $15.00 $46,794.87 Subtotal $177.80 $554,675.21

AUTOMATED CLEARING HOUSE
CREDIT RECEIVED 72 $0.2000 $14.40 $44,923.08
DEBIT RECEIVED 24 $0.2000 $4.80 $14,974.36

Page 631 of 854 ends

*
Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

Page 2 ends

Service Analysis *
Service Description
Number of
Units Unit Price Charge For Service Balance Required
RETURN ITEM 1 $6.0000 $6.00 $18,717.95
NOTIFICATION OF CHANGE 1 $3.0000 $3.00 $9,358.97
RETURN NOTIFICATION - ONLINE 1 $0.0000 $0.00 $0.00
CREDIT ORIGINATED - JPM ACCESS 72 $0.0000 $0.00
72 $0.00 $0.00
DEBIT ORIGINATED - JPM ACCESS 24 $0.0000 $0.00
24 $0.00 $0.00
JPM ACCESS ACH MAINTENANCE 2 $40.0000 $80.00 $249,572.65 TRANSACTION BLOCK MAINTENANCE 4 $0.0000 $0.00 $0.00
Subtotal $108.20 $337,547.01

BALANCE BASED CHARGES
BALANCE BASED CHARGES 1 $1,068.4900 $1,068.49 $3,333,323.50 Subtotal $1,068.49 $3,333,323.50

BANKING CENTER SERVICES
BRANCH CREDITS POSTED 5 $2.0000 $10.00 $31,196.58
BRANCH ORDER - COIN ROLL 4 $0.0000 $0.00 $0.00
BRANCH ORDER CURRENCY STRAP 9 $0.0000 $0.00 $0.00
BRANCH ORDER PROCESSED 3 $0.0000 $0.00 $0.00
TELLER LINE CASH VERIFICATION 100 $0.0000 $0.00
100 $0.00 $0.00
Subtotal $10.00 $31,196.58

DEPOSITORY SERVICES
CHECK DEPOSITED-ON US 290 $0.2000 $58.00 $180,940.17
CHECK DEPOSITED-TRANSIT 8 $0.2700 $2.16 $6,738.46
REMOTE DEPOSIT CAPTURE ITEM 298 $0.1500 $44.70 $139,448.72 REMOTE DEPOSIT CAPTURE MAINT 1 $20.0000 $20.00 $62,393.16 CREDITS POSTED 19 $1.0000 $19.00 $59,273.50
RETURN ITEM 1 $0.0000 $0.00 $0.00
Subtotal $143.86 $448,794.02

DISBURSEMENT SERVICES
STOP PAYMENT AUTOMATIC RENEWAL 0 $4.0000 $0.00 $0.00

Page 632 of 854 ends

*
Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

Page 3 ends

Service Analysis *
Service Description
Number of
Units Unit Price Charge For Service Balance Required
CHECK / DEBIT POSTED 235 $0.2400 $56.40 $175,948.72
IMAGE STORAGE PER ITEM 235 $0.0300 $7.05 $21,993.59
CHECK INQUIRY MAINTENANCE 1 $12.0000 $12.00 $37,435.90
EXCEPTION NOTIFICATION - ACCT 4 $10.0000 $40.00 $124,786.32 STOP PAYMENT - ELECTRONIC 0 $25.0000 $0.00 $0.00
ISSUE INPUT UPLOAD 10 $1.0000 $10.00 $31,196.58
Subtotal $125.45 $391,361.11

JPMORGAN ACCESS
MONTHLY SERVICE 1 $75.0000 $75.00 $233,974.36
ACCOUNTS REPORTED 4 $40.0000 $160.00 $499,145.30
TRANSACTIONS REPORTED - 45 DAY 424 $0.1500 $63.60 $198,410.26 TRANSACTIONS REPORTED - 90 DAY 424 $0.2000 $84.80 $264,547.01 EXTENDED TRANSACTION DETAIL 424 $0.0000 $0.00 $0.00
ACCT TRANSFER ITEM 2 $1.0000 $2.00 $6,239.32
Subtotal $385.40 $1,202,316.24

RECONCILIATION SERVICES
FULL RECONCILEMENT - PER ITEM 235 $0.0650 $15.28 $47,668.38 FULL RECONCILEMENT - MAINT 1 $75.0000 $75.00 $233,974.36 PAYEE NAME VERIFICATION 235 $0.0100 $2.35 $7,331.20
POSITIVE PAY MAINTENANCE 1 $0.0000 $0.00 $0.00
EXCEPTION ITEM 1 $2.5000 $2.50
1 $2.50 $7,799.15
ISSUE INPUT FILE WITH RECON 10 $1.5000 $15.00 $46,794.87 CHECK EXCEPTION RETURN 1 $20.0000 $20.00
1 $20.00 $62,393.16
IMAGE CAPTURE PER ITEM 235 $0.0450 $10.58 $33,005.98
Subtotal $140.71 $438,967.09

VAULT SERVICES
VAULT DEPOSIT 1 $1.0000 $1.00 $3,119.66
VAULT DEPOSIT PER $1,000 221 $0.5000 $110.50 $344,722.22 VAULT DEP PARTIAL OR MIXED BAG 13 $7.5000 $97.50 $304,166.67

Page 633 of 854 ends

*
Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

Page 4 ends

Service Analysis *
Service Description
Number of
Units Unit Price Charge For Service Balance Required
Subtotal $209.00 $652,008.55
WIRE - U.S.

ELECTRONIC BOOK DEBIT S/T 0 $10.0000 $0.00 $0.00
ELECTRONIC BOOK DEBIT REPAIR 0 $8.5000 $0.00 $0.00
ELECTRONIC FED DEBIT S/T 0 $10.0000 $0.00 $0.00
FED TRANSFER FEE 18 $0.0000 $0.00 $0.00
CHIPS MESSAGE FEE 1 $0.0000 $0.00 $0.00
FED CREDIT S/T 1 $15.0000 $15.00 $46,794.87
Subtotal $15.00 $46,794.87
Total Charge For Services $2,383.91 $7,436,984.18

Page 634 of 854 ends

*
Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.

Page 5 ends

Pro Forma Notes, Assumptions & Disclaimers
Fees for additional value added products and services not included in this pro forma analysis will be mutually agreed upon.

Page 635 of 854 ends

Appendix 2
Community Reinvestment Act
Data

Page 636 of 854 ends

Community Reinvestment Act (CRA) Summary – Riverside County, CA Activities from January 1, 2020 through December 31, 2021

Page 1 of 2 ends

CRA Overview
J.P. Morgan Chase Bank N.A. (Chase) has a proven history of commitment to the goals of the Community Reinvestment Act (CRA) – to ensure that credit is available to all communities, including those that are low- and moderate-income (LMI). Additionally, the bank has long supported economic development, affordable housing, support services, education, and other community development initiatives by partnering with non-profit organizations and financial intermediaries devoted to these areas.

Most Recent CRA Performance Evaluation
The most recent CRA examination, completed by the Office of the Comptroller of the Currency, covered CRA activities from January 1, 2014 – December 31, 2019, with an overall Satisfactory rating. In addition to the overall bank rating, each state receives a separate rating. In the state of California, Chase received an Outstanding rating.

Below is a summary of CRA activity that the bank has provided in Riverside County, CA 2020 through 2021.
• Home Lending
Chase has a long tradition of market leadership in the area of home lending, making innovative mortgage products available to meet the needs of all homebuyers. Nearly 5,900 single-family mortgage loans totaling over $2.4 billion were funded, of approximately 27% were made to LMI customers or for homes located in LMI communities. Additionally, in the city of Desert Hot Springs over 80 single-family mortgage loans totaling over $19.6 million were funded, of which more than 72.8% were made to LMI customers or for homes located in LMI communities.
• Small Business Lending
The bank is also a market leader in the area of small business lending, making available a full range of competitively priced products designed to meet the needs of small businesses and their owners. More than 14,200 small business loans in excess of $402.5 million were originated during the period, of which over 19.2% were made to businesses located in LMI communities. Additionally, in the city of Desert Hot Springs over 190 small business loans for more than $5.4 million were originated during the period, of which over 62.1% were made to businesses located in LMI communities • Community Development Efforts
As an active and national leader in community development (CD) finance, Chase’s Community Development Banking Team promotes affordable housing, economic development and the revitalization of LMI communities across the country. Comprehensive financing products are available for projects of any size and complexity, including construction financing, bridge loans, acquisition loans, letters of credit to support bond transactions and long-term permanent financing for Low Income Housing Tax Credit developments and bond purchases. Chase also makes substantial investments in New Market Tax Credit Investments which help provide community services and revitalization/stabilization efforts to LMI communities.

Page 637 of 854 ends

Community Reinvestment Act (CRA) Summary – Riverside County, CA Activities from January 1, 2020 through December 31, 2021

Page 2 of 2 ends

In Riverside County, CA the bank has supported these efforts by providing over $167.9 million in CD lending and $50 million in CD investments. Financing provided by Chase supported the development of more than 1,300 units of affordable housing for those that have low- or moderate-incomes. • Nonprofit Partnerships
Chase has long supported economic development, affordable housing, support services, education, and other community development initiatives by providing grants to non-profit organizations and financial intermediaries devoted to these areas. In addition, the bank has been a leader in designing and fostering innovative programs to meet the changing needs of its communities. During this period Chase provided approximately $445,000 in grants to non-profit organizations located throughout Riverside County, CA for community development purposes.

The bank provided over 390 community development services in partnership with local non-profit partners that are responsive to community needs. Services provided include homebuyer counseling, financial education, technical assistance trainings, and serving on the board of directors of nonprofit organizations with a community development purpose that benefits the area.

Page 638 of 854 ends

Sparking Economic Opportunity in
Riverside County, CA
Our Corporate Responsibility initiatives help identify solutions to some of the most pressing global economic and social challenges. We are leveraging our core strengths, capabilities, data and expertise to create meaningful and sustainable impact in our communities.

Our global workforce readiness initiatives are working with employers to help develop the talent pipelines they need to compete and providing adults and young people with critical support, education, and training to build in-demand skills that set them on stable and rewarding career paths.

Contributed $66.3K to nonprofits in support of Workforce Readiness in the county.

Investing in Skills
Through Small Business Forward, we have made a $75 million commitment over three years to support underserved small business owners by connecting them to critical resources that help them grow faster, create jobs and strengthen local economies.

Contributed $55.3K to nonprofits in support of Business Development in the county.

Boosting Small Business
Financially healthy individuals increase the stability and resiliency of their communities. JPMorgan Chase is supporting breakthrough innovations to help consumers manage their daily finances, weather unexpected shocks and meet their long term goals.

Contributed $3.3M to nonprofits in support of Financial Capability in the state.

Supporting Financial
Health
Through initiatives like PRO Neighborhoods - a $125 million, five-year commitment - we are working to identify and support solutions for creating economic opportunity in disadvantaged neighborhoods around the country.

Contributed $162.5K to nonprofits in support of Community Development in the county.

Building Thriving
Communities
JPMorgan Chase contributed more than $449.9K to nonprofits in the county in 2020 819
hours employees in the county
donated to nonprofits in 2020
485
employees working in the
county as of current month,
with 598 resident employees
in the county
524.9K
consumer customers and

42.9K business customers in
the county
$1.1M
in goods and services
purchased in the county in
2020
42 branches in the county | 197 ATMs in the county | No. 3 in Deposit Market Share in the state in 2020 Sparking Economic Opportunity in Riverside County, CA

Page 639 of 854 ends

Sparking Economic Opportunity in
San Bernardino County, CA
Our Corporate Responsibility initiatives help identify solutions to some of the most pressing global economic and social challenges. We are leveraging our core strengths, capabilities, data and expertise to create meaningful and sustainable impact in our communities.

Our global workforce readiness initiatives are working with employers to help develop the talent pipelines they need to compete and providing adults and young people with critical support, education, and training to build in-demand skills that set them on stable and rewarding career paths.

Contributed $76.1K to nonprofits in support of Workforce Readiness in the county.

Investing in Skills
Through Small Business Forward, we have made a $75 million commitment over three years to support underserved small business owners by connecting them to critical resources that help them grow faster, create jobs and strengthen local economies.

Contributed $135K to nonprofits in support of Business
Development in the county.

Boosting Small Business
Financially healthy individuals increase the stability and resiliency of their communities. JPMorgan Chase is supporting breakthrough innovations to help consumers manage their daily finances, weather unexpected shocks and meet their long term goals.

Contributed $3.3M to nonprofits in support of Financial Capability in the state.

Supporting Financial
Health
Through initiatives like PRO Neighborhoods - a $125 million, five-year commitment - we are working to identify and support solutions for creating economic opportunity in disadvantaged neighborhoods around the country.

Contributed $149.8K to nonprofits in support of Community Development in the county.

Building Thriving
Communities
JPMorgan Chase contributed more than $490.7K to nonprofits in the county in 2020

17.4K
hours employees in the state
donated to nonprofits in 2020
477
employees working in the
county as of current month,
with 585 resident employees
in the county
472.8K
consumer customers and

38.3K business customers in
the county
$3M
in goods and services
purchased in the county in
2020
39 branches in the county | 192 ATMs in the county | No. 3 in Deposit Market Share in the state in 2020 Sparking Economic Opportunity in San Bernardino County, CA

Page 640 of 854 ends

JPMorgan Chase actively seeks to use the most important asset we have - the expertise and commitment of our employees - to maximize the impact of our philanthropic investments and help our nonprofit partners strengthen their ability to deliver on their missions.

Employee Volunteerism
Cities offer the greatest potential to drive economic growth, opportunity and large-scale innovation. We work with metro leaders to help them develop strategies that bolster the long-term vitality of the world's cities and the communities within them.

Building Global Cities
We advance best practices in sustainability by working across our own business and with our clients, developing strategies and financing opportunities and sharing knowledge and insights on trends in sustainability and finance.

Advancing Sustainable
Finance
As part of our long-standing commitment to supporting U.S. military veterans, we are investing in programs and initiatives that help position veterans and their families for long-term, post-military success.

From 2011-2020, JPMorgan Chase hired 193 veterans in the state.

Honoring the Military,
Veterans & Their Families
JPMorgan Chase Grant Highlights
Below are a few examples of the partnerships we've created to expand access to opportunity and help more people move up the economic ladder.

A $3 million, three-year grant
through the firm's
AdvancingCities Challenge
supports a demand-driven,
employer-led strategy to both
connect underrepresented
residents to high-demand jobs
and provide small businesses
access to diverse talent
pipelines.

LISC San Diego Business
Improvement Grants (BIG)
connect small businesses in
disadvantaged commercial
districts with the financial and
technical assistance they need to
increase revenues, attract
consumers, and create jobs.

A $40,000 grant to California
Community Economic
Development Association
enables place-based
practitioners and organizations
to expand climate resiliency
adaptation in low- to moderateincome communities.

The Financial Solutions Lab is a
$50 million, ten-year initiative
managed by the Financial Health
Network to identify, test, and
scale promising solutions to help
consumers increase savings,
improve credit, and build assets.

In 2018, JPMorgan Chase
launched AdvancingCities, a
$500 million, five-year initiative
that will invest in solutions that
bolster the long-term vitality of
the world's cities and the
communities within them that
have not benefited from
economic growth.

The Ascend program supports
the growth and development of
diverse-led business-to-business
and business-to-government
firms through its 3M
entrepreneurial support
ecosystem model.

A $5 million, five-year grant will
enable the Uplift America Fund
to leverage up to $20 million to
improve life in poor rural
communities by increasing
access to health care, day care,
and educational and public
safety facilities.

A $3.65 million grant to
PeopleFund provides operating
support, loan loss reserve
funding, and capital to a
veteran-owned small business
lending collaboration, allowing
them to dramatically increase
the scope and volume of their
veteran support services.

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.4 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.

Page 641 of 854 ends

Appendix 3
Merchant Services Data and
Equipment

Page 642 of 854 ends

Ingenico Desk/5000
and Move/5000
Keep this reference guide handy for quick tips on
popular features and answers to common questions.

Forget how to do something? Need help fast? To view
how-to instructions on your card reader’s screen, simply press the gray Admin key . Press anywhere on the screen and swipe finger from right to left. The Self-Help icon will display. Press the icon to begin in-reader support.

Touch
screen
navigation:
• Cancel
• Scroll keys
• Enter

 Admin
 Cancel
 Correction
 Enter
Touch
screen
navigation:
• Cancel
• Scroll keys
• Enter

 Admin
 Cancel
 Correction
 Enter
Touch screen and
key functions
Call us 24/7, at:
1-888-886-8869
Support 24/7, visit:
chase.com/POShelp
Voice Authorizations, call:
1-888-706-1526

Page 643 of 854 ends

Process sale
Press [ ] key to pull up main menu.

Press [ 0 ] key or [ ] Sale icon on
touch screen.

Enter sale amount, then press
[ ] key.

Screen says “Pass terminal to
customer,” press [ ] key to confirm
sale amount. Select [ 1 ] for Yes or
[ 2 ] for No.

Customer can tap, insert or swipe
their card. If chip card is used, leave
inserted until instructed to remove.

When screen says “Approved,”
customer will be prompted to
remove card.

Your receipt automatically prints. To
print customer’s receipt, press [ ]
key. If no selection is made after 30
seconds, it will print automatically.

When sale is complete, main menu
will appear.

Void sale
Press [ ] key to pull up main menu.

Press [ 2 ] key or [ ] Void icon
on touch screen.

Enter supervisor password, then press
[ ] key.

Use search menu to locate
transactions:
1 = All
2 = Reference #
3 = Clerk #
4 = Invoice #/PO #
5 = Account #
6 = Customer #
7 = RRN
8 = Approval code
Enter information based on
transaction type, then press [ ] key.

If ALL is selected, use arrow keys to
scroll through transactions and press
[ ] key to select a transaction to be
voided.

The card reader will prompt you to
confirm void amount. Select [ 1 ]
for Yes or [ 2 ] for No.

Once void is confirmed, your receipt
automatically prints.

To print customer’s receipt, press
[ ] key. If no selection is made after
30 seconds, it will print automatically.

When void is complete, main menu
will appear.

Process return
Press [ ] key to pull up main menu.

Press [ 1 ] key or [ ] Return icon
on touch screen.

Enter supervisor password, then press
[ ] key.

Enter the return amount and press
[ ] key.

Screen says “Pass terminal to
customer,” press [ ] key to confirm
return amount. Select [ 1 ] for Yes
or [ 2 ] for No.

Customer can tap, insert or swipe
their card. If chip card is used, leave
inserted until instructed to remove.

When transaction is approved, your
receipt automatically prints.

If signature is required, have
customer sign your copy of receipt.

Press [ ] key again to print
customer’s receipt, if desired. If no
selection is made after 30 seconds, it
will print automatically.

When return is complete, main
menu will appear.

Include tip (if reader configured for tip prompting)
Pass card reader to customer to enter tip amount. Press [ 1 ] for tip percentage, [ 2 ] for tip amount or [ 0 ] for no tip.

Enter tip amount, press [ 1 ] to Accept, press [ 2 ] to Change. Then customer can tap, insert or swipe their card.

If you would like to configure your card reader to process a tip, please call 1-888-886-8869 to talk with a specialist.

Page 644 of 854 ends

Account settlement
Your card reader is preset to either automatic or manual settlement.

Automatic settlement:

If your card reader is set to auto settle, transactions in current batch will settle at a specific time, (typically 0500) within a 24-hour period.
• At the end of every successful batch settlement, a report will automatically print.
• If prompted unexpectedly to settle the batch, follow the instructions below. Your batch may have reached capacity, or encountered an issue that requires a new batch to begin.

Manual settlement:
• Press [ ] key.
• Use the arrow key to scroll down to Settlement
and press [ ] key.
• Press appropriate hot key for Yes and Accept to
settle/close the batch.
• At the end of every successful batch settlement, a
settlement report will automatically print.

Special restaurant features
Tip adjust
Press [ ]. This is a hot key that can
be selected from main idle screen.

Use search menu to select
transaction to adjust.

If ALL is selected, use arrow keys to
scroll through the transactions and
press [ ] key to select a transaction
to add tip.

Enter tip amount and press [ ] key.

Accept or Change? Select Accept to
continue.

Adjust another? Select Yes to adjust
additional tips.

Server menu
Press [ # ] to access admin
menu (if prompted, enter admin
password).

From admin menu, select [ 1 ] for
Server Menu.

Select [ 1 ], Server Menu.

Select from the list:
1 = Add ID
2 = Delete ID
3 = Print ID List
4 = Clerk Auto Add
5 = Server Prompt
6 = Clerk Wording
7 = Display Parameters
Select [ 1 ] to add a server ID.

Enter server ID and press [ ] key.

Add another? Select Yes or No.

Open/close tab
Press [ ]. This is a hot key that can
be selected from main idle screen.

Select [ 1 ] to open a tab.

Enter server ID and press
[ ] key.

Swipe, insert, tap or key the card and
press [ ] key.

Select [ 2 ] to close tab. Use search
menu to select tab to close.

Close tab amount $X.XX, choose
Accept or Change.

Tip required? Select Yes or No.

Enter the tip amount and press
[ ] key.

Confirm total. Select Accept or
Change and remove card.

Page 645 of 854 ends

Merchant services are provided by Paymentech, LLC (“Chase”), a subsidiary of JPMorgan Chase Bank, N.A. ©2020 JPMorgan Chase & Co.
132464 20-1798 0420
Disputed charges/chargebacks
Chargebacks cost you time and money, so understanding how to manage them and protect your business is critical.

Customers may dispute charges because:
• They did not receive a product or service.
• They do not recognize the charge or business name on
their credit card statement.
• The product or service was defective, damaged or not as it was described.
• They were a victim of fraud — their credit card was stolen or used without consent.

To help prevent chargebacks:
• Use delivery tracking, including signature confirmation. • Use your company name on card statements.
• Use accurate product descriptions and clearly-defined refund policies.
• Use ID verification policies and services — also consider accepting chip-enabled cards.

Visit chase.com/chargebacks to learn more.

More details on next steps, fixes and additional
error codes available at chase.com/POShelp.

DECLINED
REMOVE CARD Transaction was declined.

1. Remove card.

2. Try a different card.

Important: Don’t try the same card. A “Forced” transaction could result.

FAILURE ON ALL

COMM MODES
The network
connection failed. Verify reader’s network connections.

MUST SETTLE
BATCH
A previous attempt to settle
batch failed.

OR
An attempted action requires
empty batch.

1. Retry settling batch.

2. Check your card reader’s connection.

3. If problem persists, please call 1-888-886-8869.

TRANSACTION
FAILED The network connection failed. 1. Check network connection.

2. Retry transaction.

SYSTEM

PROBLEM

CALL HELP
DESK
There are no pending
transactions.

Please call 1-888-886-8869.

Your card reader won’t work until you contact us for important maintenance or security enhancements.

If you don’t see the error you are looking for, visit chase.com/POShelp and click on the “Error Message Help” link at the top of the page, where you can search by error and quickly get the help you need to continue accepting payments.

QUICK ERROR

CODE HELP
Focus your mobile device camera
on this code, and a direct link will
take you to the tool.

Common errors explained
Chase offers your business more than payment processing Checking Savings Business
Credit Card
Business
Line of Credit
Visit chase.com/business to learn more.

Page 646 of 854 ends

IPT - Version Date 10/2022 // RUP #2657 Page 1 of 3
SMB Interchange Pass-thru (IPT2)
Schedule A Pricing Sheet

1. Transaction Processing Fees
Card Network Interchange: Mastercard, Visa and Discover assess Interchange and an Assessment Fee & Network Fee for each transaction. American Express assesses a Wholesale Discount Rate and Network Fee for each transaction. These rates and fees will be passed through at cost.

Interchange and Wholesale Discount Rates as set by each Card Network PIN Debit / EBT Network Fees (if accepted) All standard PIN Debit / EBT Network Fees will be assessed JCB (Japanese Credit Bureau) (if accepted) 3.20%
Card Network Assessments C Card Network Fees Credit Debit Mastercard
Credit transactions less than $1000
and all Debit transactions 0.130% Mastercard Network Access & Brand Usage Fee (NABU)
(Charged per Authorization & per Refund)
$0.0195 $0.0195
Credit transactions $1000 or greater 0.140%
Visa
Debit transactions 0.130% Visa Domestic Sales Auth (APF) (Charged per Authorization & per Refund) $0.0195 $0.0155 Credit transactions 0.140%
American Express OptBlue Network Fee 0.165% Visa Intl Sales Auth (APF) (Charged per Authorization & per Refund) $0.0395 $0.0355 Discover / JCB 0.140% American Express OptBlue $0.0200 N/A Discover / JCB Data Usage Fee $0.0025 $0.0025
Card Network Fees
MC Connectivity Fee* (per Transaction and Authorization) $0.0014 VI Financial Transaction Fee $0.0018 MC Reporting & Infrastructure* $0.0002 VI Reporting & Data Transfer* $0.0002 *In some cases, it is not possible to allocate the associated expenses from the payment networks directly to transaction counts or volume, so Chase Merchant Services produces a rate that is based on the associated expense from the payment networks and applies that expense accordingly.

Acquiring / Processing Fees
Discount Rate Authorization Fee Transaction Fee
Mastercard / Visa / American Express / Discover 0.35% $0.10 N/A PIN Debit (if accepted) 0.35% N/A $0.10
Electronic Benefits Transfer (if accepted) 0.35% N/A $0.10

2. One Time and Periodic Fees
One Time Fees 1 Monthly Fees 2 Periodic Fees
Account Setup Fee N/A Monthly Service Fee $9.95 Annual Fee N/A Terminal Reprogram Fee N/A Visa Fixed Acquirer Network Fee 3 Varies MC Merchant Location Fee 4 $1.25 Monthly Minimum Fee5 N/A
1 Please be sure Merchant has enough funds in its bank account to have these fees electronically debited. These fees will be electronically debited 2 up. These fees will be
debited regardless of whether Merchant is processing transactions through its account. 3 Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa based on Merchant Category Code (MCC), dollar volume, number of merchant locations, number of Tax IDs, and whether the physical Visa card is present or not present at the time of the transaction. This fee can vary monthly. 4 Mastercard Merchant Location Fee of $1.25 will be applicable for each month with $200.00 or more in Mastercard volume. This fee will be assessed quarterly based on the previous 3 months activity.
5 CMS will apply the Monthly Minimum Fee only when the total amount of all processing fees (Sections 1, 3A, & 4) is less than $ processing fees do not reach $25.00, CMS will charge the difference. For example, if processing fees total $17.00 CMS would charge an additional $8.00 to meet the $25.00 minimum.

Customer initials A% X_______
By initialing this page, the undersigned Authorized Representative hereby certifies, for itself and for and on behalf of the Merchant, that the fees, rates and other charges set forth on this page have been reviewed, accepted and constitute a part of this Schedule A. (Please initial here for page 1 and sign Section 6 on page 3) GRID Schedule A

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IPT - Version Date 10/2022 // RUP #2657 Page 2 of 3

3. Per Incidence Fees
3A. Per Incidence Fees: C
Chargeback Fee $10.00 Charged when a cardholder or card-issuing bank formally protests a charge Voice Authorization Fee $0.65 Charged when the Voice Authorization phone number is called to authorize a credit card Batch Settlement Fee $0.15 Charged for each batch of transaction(s) submitted for settlement ACH Return Fee $25.00
3B. Per Request Fees: Charged every time Merchant requests one of the below items Supplies By order Charges for supply orders vary based on the items ordered Equipment Swap Fee By order Charged when Merchant swaps equipment with CMS. Fees for swapping equipment vary based on the equipment manufacturer and model.

4. Card Network Fees Per Incidence
These fees are billed by Mastercard, Visa, Discover, JCB MC Acquiring License Fee * 0.004% Charged on Mastercard Gross Sales volume. See additional information under Card Network Charges in Section 5.

MC Digital Enablement per transaction 0.020% Charged on every Mastercard US acquired authorizations. * minimum fee amount is $0.02 with a maximum fee amount of $0.20 Discover / JCB Digital Investment Fee 0.01% Charged by Discover when providing digital transaction security and fraud prevention efforts
AX OptBlue Card Not Present Fee 0.30% Charged on American Express Card Not Present Gross Sales volume.

AX OptBlue Application-initiated Fee 0.30% Charged on American Express transactions initiated by a digital wallet application.

Discover / JCB Network Authorization Fee $0.019 Charged by Discover on all authorizations for card transactions that are settled through the Discover Network
MC Auth Access Fee AVS Card Present $0.01
Charged when a merchant uses the Address Verification Service to validate a cardholder address Visa Address Verification Service (AVS) $0.001 Discover / JCB Address Verification Fee $0.005
Mastercard Authorization Advice Code Fee $0.03
Charged on Mastercard CNP transactions that are declined with a MAC value of 03 or 21, where in the past 30 days a transaction on the same card, at the same merchant, with the same amount was declined with MAC 03 or 21.

MC Decline Reason Code Service $0.02
Charged on CNP transactions when specific Decline Codes (79, 82 or 83) are received in combination with specific MAC codes (1 or 3) through the Decline Reason Code Service (DRCS) program.

MC-Credential Continuity Fee $0.03 Charged by Mastercard for every transaction performed with an outdated credential irrespective of the transaction being approved or declined MC Installment Purchase INSA Sale 1.30%
Mastercard will assess an installment program fee (for sale and return) that originate transactions on Mastercard installment payment product codes that have successfully cleared and settled. The specific rates for these fees are based upon the Card Acceptor Business (CAB) program.

MC Installment Purchase INSA Return -1.15%
MC Installment Purchase INSB Sale 0.10%
MC Installment Purchase INSB Return 0.00%
MC SecureCode Transaction Fee $0.03 Charged on Mastercard SecureCode transactions that are sent for verification.

MC Account Status Fee (Intra-regional) $0.025
Charged when a merchant uses this service to do an inquiry that a card number is valid MC Account Status Fee (Inter-regional) $0.03
Visa Zero $ Account Verification Fee
Domestic Debit $0.030
Domestic Credit $0.035
International Debit/Credit $0.070
Discover / JCB Account Verification Fee $0.02
MC Processing Integrity Fee
Charged when a card is authorized but not deposited and the authorization is not reversed in a timely manner.
* the minimum fee amount for a Final authorization is $0.04 Pre authorization $0.045
Final authorization * 0.25%
Visa Misuse of Authorization Fee $0.093
MC Excessive Authorization Fee $0.15*
MC Excessive Authorization Attempts Transaction Processing Excellence Program (TPE) fee is charged for each declined auth attempts (on the same card number and same card acceptor within a 24-hour period) over/above threshold. * prior to Jan. 15 2023 rate is $0.10
MC Nominal Authorization Fee (Card Not Present) $0.045
Applies for any approved nominal amount authorization with a subsequent reversal for transactions under 1 full unit of currency. This will apply only to Card Not Present transactions.

Visa Zero Floor Limit Fee $0.20 Charged when a transaction is deposited but never authorized Customer initials A% X______
By initialing this page, the undersigned Authorized Representative hereby certifies, for itself and for and on behalf of the Merchant, that the fees, rates and other charges set forth on this page have been reviewed, accepted and constitute a part of this Schedule A. (Please initial here for page 2 and sign Section 6 on page 3)

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IPT - Version Date 10/2022 // RUP #2657 Page 3 of 3
Continued fees billed by Mastercard, Visa, Discover, JCB and American Express and passed through to Visa Transaction Integrity Fee Credit $0.10 Charged on Visa transactions that do not meet the qualification standards for US Visa Transaction Integrity Fee Debit / Prepaid Custom Payment Service (CPS) categories $0.10 Visa High Fallback Fee $0.10
-
enabled terminal and 10% or more of their total electronic transactions are completed via magnetic-stripe.

Visa System Integrity Fee Domestic $0.10
Data Consistency fees will be charged when certain authorization data elements are changed or manipulated to move from a declined to an approved authorization response.

Excessive Authorization fees will be charged for each reattempt in excess of 15 authorizations within a 30-day period.

Never Approve Reattempt Fees will be assessed for any attempt to authorize a transaction that previously, within a rolling 30 days, received a Category 1 decline response
Visa System Integrity Fee Cross Border $0.15
Visa SPS* Repeat Auth Decline $1.00 Charged by Visa for every transaction following three previous declines by the same stop instruction. *Stop Payment Service
Discover Program Integrity Fee $0.05 Charged on Discover transactions that are downgraded to or directly qualify for U.S Base-submission interchange program.

MC Ineligible Chargeback Blocking Fee $3.00 Charged when a fraud related Chargeback is blocked by Mastercard.

Visa Non-Dom Currency Settlement Volume Fee 0.10% Visa will charge for all cross-border volume that are settled in a currency that is different MC Cross Border Assessment Fee 0.60%
Charged by Mastercard, Visa, American Express and Discover on foreign bank issued cards
Visa International Service Assessment Fee 1.00%
American Express OptBlue International Fee 1.00%
Discover / JCB International Service Fee 0.80%
MC International Support Fee 0.85%
Visa Interregional Acquiring Fee 0.45% Additional fee charged by Mastercard, Visa and Discover on foreign bank issued cards Discover / JCB International Processing Fee 0.50%

5. Card Network Charges
Card Network Charges
A significant portion of the fees that Paymentech, LLC, also charges consists of
fees and other charges that CMS pays to the various card These charges (collectively referred to in this Schedule A as ), include, but are not limited to, interchange
rates, assessments, file transmission fees, access fees, and international and cross border fees, and will be charged to Merchant in addition to the rates set forth above. Whether a particular Card Network Fee applies may be based on a number of factors, such as the type of card or payment method presented, specific information contained within the Transaction, how and and industry.

Please note that CMS may, from time to time, elect not to charge for certain existing, new or increased Card Network Fees. If CMS elects not to charge any Card Network Fees, CMS reserves the right to begin doing so at any time in the future (including with respect to existing, new or increased Card Network Fees), upon notice to Merchant. No such Card Network Fees will be imposed retroactively.
* Mastercard assesses the Mastercard Acquiring License Fee annually to each Acquirer based on the total annual volume of Mastercard-branded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all CMS Mastercard-accepting merchants, a card gross sales
transactions.

NOTICE REQUIRED BY AMERICAN EXPRESS: American Express requires that CMS inform Merchants that (i) American Express charges CMS a wholesale discount rate and not interchange and (ii) American Express operates a non-interchange based network.

6. Legal Name & Authorized Signature
Legal Name must be the same as on the Merchant Application (Legal Information) Legal Name of Business A%
Authorized Representative Signature: Must appear on Merchant Application X
Signature A% Print Name A% Date A%
By signing above, the Authorized Representative hereby certifies, for itself and for and on behalf of the Merchant, that the fees, rates and other charges set forth on each page of this Schedule A have been reviewed, accepted and constitute a part of this Schedule A.

Please ensure to initial Page 1 & 2 Page 649 of 854
Appendix 4
Business Resiliency Client
Letter

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February 2022
Dear Valued Customer
JPMorgan Chase (“JPMC” or “the firm”) is committed to providing high quality and operationally resilient services and supporting functions to best serve our customers, clients and communities. Business disruptions can occur due to forces beyond the firm’s control such as severe weather, loss of utilities, third party failure to provide expected services, cyberattack or pandemics. The safety of the firm’s employees and customers is of the highest priority.

Our Firmwide Business Resiliency Program is designed to work with our business and technology strategies, and the requirements of our customers, clients and communities globally. An overview of how we have designed our program and the way that it is governed can be found on the next page.

The key points that we want to highlight to you are:

Business Resiliency is managed in accordance with the Firms overall approach to Operational Risk Management including alignment with technology, cyber, physical security, crisis management and outsourcing programs.

The firm maintains a Cybersecurity Program, which is supported by 24/7 coverage with global cyber operational centers, including dedicated cybersecurity staff, and partners with government agencies and organizations to strengthen our safeguards as well as proactively respond to cyber threats.

The firm remains focused on serving its customers, clients and communities, as well as the well-being of its employees during the COVID-19 pandemic. The firm continues to actively monitor the dynamic health and safety situations at local and regional levels, and plans remain flexible to adapt as these situations evolve.

We value the relationships we have built with our customers and strive to maintain and enhance them every day.

Should you have any questions regarding this letter or our resiliency program in general, please contact your JPMC representative.

Thank you for your continued confidence in JPMorgan Chase.

Dan Castle
Managing Director
Firmwide Business Resiliency
Terrence Driscoll
Managing Director
Global Technology Resiliency

Page 651 of 854 ends

February 2022
Managed by
resiliency leaders
from each Line of
Business and
Corporate area
Subject to regular inspection
by regulatory authorities
around the globe
Subject to independent
oversight from the firm’s Risk
Management, Compliance and
Internal Audit
Reviewed by the Risk or Audit
Committee of the Board of
Directors on a regular basis
Our Firmwide Business Resiliency Program is
designed to work with our business and technology
strategies, and the requirements of our customers,
clients and communities globally. We do this by:
 Engaging management on the firm’s appetite for
resiliency risk as well as program strategy,
leadership and oversight
 Establishing policy and standards, which set the
requirements for resiliency planning, testing,
response and recovery across the firm
 Proactively managing resiliency risks inline with
the Firms Operational Risk Framework and
incorporating appropriate procedures and controls
 Developing and maintaining operationally resilient
plans
 Training our workforce on their role in recovery
scenarios and conducting exercises across critical
functions and locations
Firmwide Resiliency Program Governance
The following are the three core pillars upon which our firm has built and maintained a resilient posture Resiliency Planning Resiliency Testing and Exercises Crisis and Incident Management Processes
 The firm maintains impact analyses to
determine and confirm the relative
criticality of our processes
 Lines of Business and Corporate areas
maintain resiliency plans (based on
risk assessments and analysis of
business impact) that address business,
staff, operations and technology, and
critical services provided by third
parties
 Quality reviews and audit
assessments are completed and, where
necessary, plans are refined
 Management reviews and approves the
plans, at a minimum, annually
The firm regularly tests the effectiveness
of the resiliency program by:
 Conducting simulation exercises and
physical tests of recovery strategies, to validate that resiliency plans are executable and appropriate for a range
of relevant disruption scenarios
 Executing enhanced resiliency testing
for essential services and assets (e.g.,
people, technology, third party
providers) on a risk-based approach
 Exercising communication to the
firm’s senior management across
business and technology functions, as
appropriate
 Participating in relevant market-wide
and industry-sponsored exercises
 Processes exist to enable efficient,
effective, and timely response to
incidents of varying severity and types
 Resilient firmwide notification tools
are used internally to communicate in
crises
 Escalation processes are in place and
routinely tested in real world events
 Initiatives are developed to identify,
assess, and manage business
interruption and public safety risks
 After action reviews are undertaken to
ensure procedures and resiliency
capabilities are continually enhanced
JPMorgan Chase’s Program to Achieve Business Resiliency

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Appendix 5
J.P. Morgan Access Technical
Requirements

Page 653 of 854 ends

J.P. Morgan Access supports the operating systems and Internet browsers listed below. For optimal performance, please meet the recommended hardware and software.

J.P. Morgan Access technical requirements (as of November 16, 2022) Applications launched from Home Page
Application
Microsoft Edge and Windows
10 are recommended
Windows 7, 8.1,10 and 11 Windows 10 and 11 Apple mac OS 10.15 and 11 & 12 Chrome
v100, 101,
102, 103.
104, 105,
106, 107,
108(b)
Firefox
v101, 102,
103, 104,
105, 106,
107(b)
Microsoft Edge
v99, 100, 101, 102,
103, 104, 105, 106
Safari v15,
16 Microsoft
Edge
v105
Chrome
v106,
107
Firefox
v106
Access Transaction
Services X X X X X X X
Admin Center X X X X X X
Analytics X X X X X X X
Checks / Payables Web
Service (1) v105, 107* v106* v105, 106* v16* N/A v106, 107* N/A eServe X X* X* X* X X X
FX Last certified on August 2022
Home - Dashboard X X X X X X X
Access Insight N/A*
Liquidity Solutions X X X X X X X
TS Payments X X X X X X X

ITC X X X X X X X
Portal X X X X X X X
IM Reporting X X X X X X X
Statement Center X X X X X X X
Support / Common
Services X X X X X X X
Virtual Assistant X X X X X X X
Virtual Branch X X X X X X X

Page 654 of 854 ends

J.P. Morgan Access technical requirements (as of November 16, 2022) Applications launched from More Services
Application
Microsoft Edge and Windows
10 are recommended
Windows 7, 8.1,10 and 11 Windows 10 and 11 Apple MacOS 10.15 and 11 &12 Chrome
v100, 101,
102, 103.
104, 105,
106, 107,
108(b)
Firefox
v101, 102,
103, 104,
105, 106,
107(b)
Microsoft Edge
v99, 100, 101, 102,
103, 104, 105, 106
Safari
v15, 16
Microsoft
Edge
v105
Chrome
v106,
107
Firefox
v106
ACH File Warehouse (2) v107* v106* v106* N/A N/A N/A N/A ACH Services, U.S.) (3) v107* v106* v106* N/A N/A N/A N/A Electronic Specialty
Account Portal

X X X X X X X
ASF (Host-to-Host Online) X X X X X X X
Receivables Online and
Remote Capture X X X N/A N/A N/A N/A
(1) Checks / Payables Web Services: Chrome v107 certified only on Windows 11 & MacOS 12 and Chrome v105 certified only on Windows 10; Firefox v106 certified only on Windows 11; Chrome v106 certified only on MacOS 10.15; Safari v16 certified only on MacOS 11; Microsoft Edge v105 & v106 certified only on Windows 10 (2) ACH File Warehouse: Microsoft Edge v106 certified only on Windows 10; Firefox v106 only completed on Windows 7, 8.1, 10; Chrome v107 only certified on Windows 7, 8.1, 10
(3) ACH Services U.S.: Microsoft Edge v106 certified only on Windows 10; Firefox 106 only completed on Windows 7, 8.1, 10; Chrome v107 only certified on windows 7, 8.1, 10
NOTE: For certain applications, specific browser certification is listed. Otherwise, applications are certified for browsers listed in header row.

Additional technical requirements and recommendations
Browsers Outdated browser versions of Chrome, v100 & older; Firefox, v101 & older; Edge, v99 & older; and Safari, v14 & older are no longer supported for use with J.P. Morgan Access Online.

As of January 22, 2021, Microsoft Internet Explorer 11 browser is no longer supported by J.P. Morgan Access.

Please work with your company’s IT department to ensure all J.P. Morgan Access users are using an approved browser. Please refer to the above table for the current list of supported browsers and operating systems. This document is always available on J.P. Morgan Access Support > Help > Tools & Settings > J.P. Morgan Access Online Technology Checklist.

Cookies The browser must allow cookies to be created and retained on the workstation. If your browser does not allow cookies to be retained on the workstation, you may be required to register your machine each time you log on.

Please work with your IT department to make the necessary adjustments.

Other
software
 Compression software (e.g., WinZip; SecureZIP for Windows) may be required to export reports and files.  Microsoft Excel 2013 CSV Unicode format for export of data reports is recommended, including for Access Insight.
 J.P. Morgan Access, including J.P. Morgan Insight, are not currently compatible with Microsoft Office 365.

Page 655 of 854 ends

J.P. Morgan Access technical requirements (as of November 16, 2022) Workstation  Memory: 4 GB RAM or higher is recommended, 2 GB RAM minimum.  Disk Space: Recommended 10GB free space available.
 Monitor: 1280x1024 resolution or higher, 16-bit color or higher is recommended.  Best practices: Use a workstation dedicated to Internet banking (not for email or web browsing).

DO NOT use a workstation shared by public, such as at a library or Internet café.  We strongly recommend that user workstations be regularly updated with operating system and browser security updates.
 Regular virus scans should be completed, as well.

Email
filtering Bank email domains should not be blocked: @chase.com, @jpmchase.com, @jpmorgan.com.

Network
proxy
The following settings typically apply to network-based proxy solutions and are not required to be configured on the user’s browser settings. To enable connectivity to J.P. Morgan Access, please make sure that your IT team configures your network proxy solution to allow access to the following domains: *.jpmorgan.com, *.jpmorganaccess.com, *.acctmanagement.com, *.jpmacontent.com.

Transport
layer
security
Please speak with your IT department on how to ensure your browser supports Transport Layer Security protocol v1.2 (TLS 1.2 or higher), which is the required security protocol version. If you do not upgrade to TLS 1.2 (or higher), you may experience connectivity issues when logging on to J.P. Morgan Access Online.

Contact
support
From the J.P. Morgan Access online portal log on page, please click on “Regional Help Desk Phone Numbers” link for Local Help Desk Numbers.

Page 656 of 854 ends

Appendix 6
Deposit Account Agreement

Page 657 of 854 ends

DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.

Page 1 of 25 ends

Effective 7/18/2021

DEPOSIT ACCOUNT AGREEMENT

AND PRIVACY NOTICE
Welcome to Chase
Thank you for opening your account with Chase; we look forward to serving you. We recommend keeping this agreement but we regularly update it, so you can always get the current agreement at chase.com, a branch or by request when you call us.

This is your Deposit Account Agreement (may also be referred to as Account Rules and Regulations), or contract, with us.

The Deposit Account Agreement also includes these separate documents that pertain to our personal and business accounts:
•Rates for interest-bearing accounts
•Personal accounts:
-Additional Banking Services and Fees (including our Fee Schedule) •Business accounts:
-Additional Banking Services and Fees (including our Fee Schedule) •Any additional disclosures, such as amendments or agreements, that we provide to you either when you open your account or when we change the terms of your account.

How to Contact Us
We’re here for you. See below for how to reach us.

Personal Accounts:

Main phone number: 1-800-935-9935
Spanish: 1-877-312-4273
International calls: 1-713-262-1679
Website: chase.com
Business Accounts:

Main phone number: 1-800-242-7338
Spanish: 1-888-622-4273
International calls: 1-713-262-1679
Website: chase.com/business
Chase Private Client:

Main phone number: 1-888-994-5626
International calls: 1-405-235-4847
Website: chase.com/privateclient
Chase Mobile or Online Banking: 1-877-242-7372
Deaf and Hard of Hearing: We accept operator
relay calls
Electronic Funds Transfers (EFTs):

In case of errors or questions about your EFTs, or if you believe your debit card has been lost or stolen, call us at 1-866-564-2262 or write:

Chase
PO Box 659809
Internal Mail TX3-7849
San Antonio, TX 78265-9109
To Dispute Information Reported
to a Consumer Reporting Agency:

JPMorgan Chase Bank, N.A.

PO Box 182108
Internal Mail OHW-1000
Columbus, OH 43218
All Other Written Correspondence:

JPMorgan Chase Bank, N.A.

PO Box 659754
San Antonio, TX 78265-9754

Page 658 of 854 ends

DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.

Page 2 of 25 ends

Effective 7/18/2021
Deposit Account Agreement Table of Contents
I. Definitions....................................................................................................................................................................5 II. Opening Your Account ...............................................................................................................................................5 A. Personal Accounts............................................................................................................................................................... 5

1. Solely owned account..................................................................................................................................................... 5

2. Joint accounts.................................................................................................................................................................. 5

3. “Payable on death” account .......................................................................................................................................... 6

4. “In trust for” (informal trust) account.......................................................................................................................... 6

5. Convenience account ..................................................................................................................................................... 6

6. Power of attorney........................................................................................................................................................... 6

7. Uniform Transfers to Minors Act/Uniform Gifts to Minors Act account................................................................. 6

8. Representative payee/VA custodian account............................................................................................................. 6

9. Other fiduciary accounts ............................................................................................................................................... 7 B. Business Accounts............................................................................................................................................................... 7 III. Using Your Checking or Savings Account...............................................................................................................7 A. Adding Money to Your Account......................................................................................................................................... 7

1. Direct deposits; notice of electronic deposits ............................................................................................................ 7

2. Endorsements................................................................................................................................................................. 7

3. Endorsement requirements.......................................................................................................................................... 7

4. Our right to refuse deposits.......................................................................................................................................... 7

5. Our right to charge back deposited or cashed items ................................................................................................ 7

6. Transaction records and receipts................................................................................................................................. 7

7. Night depository and large cash deposits................................................................................................................... 8

8. Our responsibility for collecting deposits ................................................................................................................... 8

9. Depositing remotely created checks............................................................................................................................ 8 B. Posting Order and Processing ........................................................................................................................................... 8

1. Posting order ................................................................................................................................................................... 8

2. ”Pending” transactions .................................................................................................................................................. 8 C. Overdrafts, Fees and Overdraft Protection..................................................................................................................... 9

1. Paying items presented against insufficient funds .................................................................................................... 9

2. Your responsibility to repay overdrafts....................................................................................................................... 9

3. Insufficient Funds and Returned Item fees................................................................................................................. 9

4. Overdraft Protection...................................................................................................................................................... 9 D. Electronic Funds Transfer Service Terms; Payments, Deposits and Transfers You Make or Receive by Electronic Methods............................................................................................................................................................ 10

1. Types of EFT services.................................................................................................................................................... 10 a. Debit and ATM cards ............................................................................................................................................... 10 b. Electronic transfers using your account number................................................................................................ 10 c. Online banking and Chase Mobile......................................................................................................................... 10 d. Telephone banking.................................................................................................................................................. 10 e. Transfers for Overdraft Protection ....................................................................................................................... 10

2. Important information and agreements about your card ..................................................................................... 11 a. Authorizations and holds ....................................................................................................................................... 11 b. Overdrafts with your card...................................................................................................................................... 11 c. Canceling your card................................................................................................................................................. 11 d. Our right to refuse transactions............................................................................................................................ 11 e. Foreign exchange transactions.............................................................................................................................. 11

Page 659 of 854 ends

DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.

Page 3 of 25 ends

Effective 7/18/2021
f. Debit or credit prompts at terminals..................................................................................................................... 11 g. ATM safety and safeguarding your account information .................................................................................. 11

3. Daily dollar limits on ATM withdrawals and card purchases.................................................................................. 12

4. Receipts and statements ............................................................................................................................................. 12

5. In case of errors or questions about your electronic funds transfers.................................................................. 12

6. Our liability for failure to complete transactions..................................................................................................... 12

7. Preauthorized (recurring) transfers and stop payments ........................................................................................ 12

8. Disclosure of account information to third parties ................................................................................................. 13

9. Notice of your rights and liabilities............................................................................................................................. 13

10. Fees............................................................................................................................................................................... 13

11. Services not covered by this part; separate agreements ..................................................................................... 14 E. Other Ways to Use Your Money....................................................................................................................................... 14

1. When you can withdraw funds you’ve deposited .................................................................................................... 14

2. Withdrawals and transfers from your account ........................................................................................................ 14

3. Autosave feature........................................................................................................................................................... 14

4. Transactions in a foreign currency............................................................................................................................. 14

5. Large cash withdrawals ............................................................................................................................................... 14

6. Stop payments on a check........................................................................................................................................... 14

7. Account numbers on funds transfers ........................................................................................................................ 15

8. Savings account withdrawals...................................................................................................................................... 15

9. Our right to require advance notice of withdrawals................................................................................................ 15

10. Check cashing.............................................................................................................................................................. 15

11. Incomplete, future-dated, conditional or stale-dated checks.............................................................................. 15

12. Multiple signatures..................................................................................................................................................... 15

13. Facsimile signatures ................................................................................................................................................... 15

14. Review of checks and signatures.............................................................................................................................. 15

15. Substitute Checks and Your Rights .......................................................................................................................... 15 IV. Funds Availability Policy ........................................................................................................................................16 V. Safeguarding Your Information..............................................................................................................................17 A. Checks and Other Documents You Use ......................................................................................................................... 17 B. Protecting Your Checks..................................................................................................................................................... 17 C. Notice of Errors, Forgeries and Unauthorized Signatures........................................................................................... 17 VI. Managing and Maintaining Your Account............................................................................................................18 A. Interest on Checking and Savings Accounts.................................................................................................................. 18 B. Linking Your Accounts; Statements ................................................................................................................................ 18

1. Linked accounts ............................................................................................................................................................ 18

2. Statements and notices ............................................................................................................................................... 18

3. Combined statements ................................................................................................................................................. 18

4. Options for receiving checks....................................................................................................................................... 18 C. Telephone and Electronic Communication.................................................................................................................... 19 D. Other Fees for Your Account............................................................................................................................................ 19

1. Fees................................................................................................................................................................................. 19

2. Savings Withdrawal Limit Fee..................................................................................................................................... 19 E. Setoff and Security Interest.............................................................................................................................................. 19 F. Account Alerts and Text Banking ..................................................................................................................................... 19 VII. Maintaining Your Certificate of Deposit (CD) Account......................................................................................19

Page 660 of 854 ends

DEPOSIT ACCOUNT AGREEMENT
JPMorgan Chase Bank, N.A. Member FDIC
© 2021 JPMorgan Chase & Co.

Page 4 of 25 ends
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