Cities Index.
Agenda packet

San Luis Obispo City Council
October 7, 2025

Document
Agenda packet
Meeting
October 7, 2025
Body
San Luis Obispo City Council
Pages
658
Original file
49.8 MB
Text extracted from the city's file for reading and search. Open the original on pub-slocity.escribemeetings.com. That file is the official record.

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20. Direct Deposit of Payroll is currently in place, with the majority of the City's employees participating.

The payroll files are transmitted by the City for paydays that occur on every other Thursday, except on holiday weeks.
● Please describe the financial institution's ACH and Direct Deposit service in detail.

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). ● What are the different ACH file transmission options available to the City? Based on your operational requirements, we recommend continuing to use our online portal, J.P. Morgan Access, for lower volume transaction files. Our fully integrated, browser-based platform provides easy-to-use applications for all of your information, compliance and portfolio management needs. Your authorized users will be able to enter the required ACH payment details in the fields provided manually or by uploading a standard Nacha-formatted file. In addition to initiating payroll, use the banking portal for ACH and wire disbursements and concentration.

For larger volume transactions, 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. ● What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds debited from the City's account?
You can supply prearranged payment and deposit (PPD) files for next-day credits. However, 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. PDT two business days prior to the settlement date. The file can then be processed in 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.
● Please describe in detail the financial institution's back-up plans for data transmissions. The City requires immediate notification of any changes or problems and the ability to re-send a file or to delete a file.

In the event of our system being down, the City may contact their CSA Cameron Vignati to make direct deposit arrangements.
● What screening measures does the financial institution use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.?
We have automated file-scheduling packages to help make sure data is not lost.

We also have an 11-month duplicate detection capability; any file transmitted with the same Origin ID, Company ID and effective date of the first batch within the file, and exact item count and amount will be rejected. Additionally, if our system determines that the file received is a duplicate, J.P. Morgan will call you the same day to verify.

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21. The City currently accepts Visa, MasterCard and Discover credit/debit card payments through fourteen terminals.
● Please describe the financial institution's Bankcard and Point-of-Sale processing capabilities.

Our processing platforms are compatible with hundreds of technology providers certified to our processing platforms. From point-of-sale hardware to gateway technology, we have connections with leading technology providers so that you have more options to meet your processing needs.

Your current solutions are able to remain in place and the City can continue to process with us without any implementation resources from the City.
● What authorization methods do you support and which do you recommend? We can continue to support the City’s processing needs without any changes needed. The following is a summary of our most common authorization methods:

Card Present
● Card swipe: Accepts magnetic stripe transactions.
● NFC tap: Supports contactless payments using NFC technology. ● NFC Digital Wallet: Accepts payments from digital wallets like Apple Pay, Google Pay, and Samsung Pay.
● EMV Dip: Processes EMV chip card transactions.
● PIN-entered debit: Supports PIN entry for debit transactions. ● PIN-bypassed debit: Offers PINless debit options for certain transactions. ● Hand-keyed: Allows manual entry of card details for transactions.

Card Not-Present
● Hand-keyed virtual terminal: Processes transactions via a virtual terminal where card details are manually entered.
● Hand-keyed e-commerce: Supports manual entry of card details for online transactions. ● PINless debit (routed directly to debit brands and card brand PINless providers, i.e., Maestro):

Supports PINless debit transactions routed through networks like Maestro. ● Please quote a discount rate and all other applicable charges for the credit card processing described above. Quote rates for both swiped and non-swiped transactions.

The pricing methodology proposed is interchange pass through which means that interchange costs will be passed through and the City would pay $0.025 per authorization and $0.01 per settlement to J.P. Morgan.

This represents a reduction of $0.01 per authorization and $0.03 per settlement from your current pricing.

Please see Appendix 6 Schedule A for a complete listing of fees and our Government Merchant Processing Agreement.

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● What are the fees associated with debit card transactions? Debit cards can be processed either through the Visa and Mastercard networks (signature debit) or through the debit networks (PIN debit). In either case, there are pass through fees – either interchange and card brand fees or debit network fees. The fees from J.P. Morgan would be $0.025 per authorization and $0.01 per settlement for debit cards processed as signature debit and $0.025 for debit cards processed as PIN debit.
● How is the applicable interchange fee determined for each transaction? What does the financial institution recommend to minimize interchange fees?
Interchange costs and fees are based on a number of factors. When a transaction is submitted for clearing and settlement, interchange is applied to the transaction based on criteria established by the payment networks. Considerations include the card acceptance method environment (e.g., swiped and dipped cardpresent transactions; online, over the phone and recurring card-not-present transactions), the type of card being presented (e.g., classic credit card, rewards card, purchasing card, etc.), merchant category code (MCC) as well as validation of the card using security identifiers (e.g., zip code, chip or magnetic stripe data, etc.). This process is known as qualification, and there are hundreds of levels of transaction qualification that can affect interchange fees.

J.P. Morgan will continue to work with the City to make sure all interchange fees are minimized. We do this through automated interchange management and monitoring processes, system-generated exception reporting, and ongoing communication and education on interchange best practices to help minimize fees. ● Provide a detailed rate and fee structure with breakdown of all the fees, including bank and association charges.

The detailed rate and fee structure includes the following components:
● Authorization fees: These are fees related to the authorization of transactions. ● Interchange pass-through fees: These fees are dictated by the payment brands and are passed through to the City without any markup.
● Card brand fees: These fees are determined by the payment brands and are passed through to the City without any markup.
● Chargeback fees: Fees that apply when a consumer or issuer initiates a chargeback. ● Monthly Billing Fee: Charged on the Gross settled sales volume for the assessment of fees on a monthly basis.
● ACH Fee: Charged for each FTI (transmission of funds) sent to a Merchant’s account.

Please see our provided Pricing Schedule A for a complete listing of fees. ● What type of online reporting services are provided and how are adjustments and charge backs are handled? Are charge backs and other debit adjustments netted from daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurs? What is the rebuttal process?
The City can continue to use the same reporting tools that you are using with us today.

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Our reporting solution provides 24/7 access to your payments processing data (e.g., front-end point-of-sale and back-end reconciliation data). Generate, view, print and export a variety of summary, detail and trending reports on a daily, weekly and monthly basis, including financial and transaction and portfolio-based detail, retrievals and chargebacks, and customized analytical summaries. Download data files and select from a broad variety of standard reports to suit your documentation needs, all to help you effectively manage your payments processing data, review deposit activity to improve cash flow, and view and analyze payment data efficiently for cost savings analysis.

Our reporting solution offers numerous standard features, including secure access with card masking.

Administrative tools allow you to create and remove users and change user entitlements for reports and modules. The Bank Lookup capability allows you to search for card issuing information to assist in research, and the Merchant Search capability helps you find locations within your hierarchy. Tailor the reporting tools and filters per your user preferences that make the most sense for your organization. User guides and tools are also available online to help get your users up to speed.

The following modules of our reporting solution offer you a host of features and capabilities:
● Chargeback Management System module: Use this interactive module to manage items such as disputes/chargebacks and retrievals online. View and immediately respond to inquiries, disputes or accept disputes/chargebacks, and fulfill retrieval requests. Respond to us using an email address, a scanned sales receipt or other documentation, or a combination of both. ● Instant Alerts module: Receive Instant Alerts via email notifying you of potential financial risks from card payment exceptions or special conditions (e.g., multiple disputes or chargebacks, repetitive high-volume card usage). We continuously review your payments processing data for triggered exceptions and special conditions based on thresholds you set. Timely notification of these types of issues through Instant Alerts gives you the opportunity to correct them immediately and focus on locations that may require procedural changes, helping you save time and reduce expense and resource costs.
● Virtual Transaction Manager (VTM) module: Gain real-time access to your front-end point-of-sale, batch and transaction data so that you can view transactions within seconds. VTM offers summary and detail reports, as well as the ability to search for transactions meeting certain search criteria.

You can view data at a merchant or higher hierarchy level, specify date ranges and other applicable criteria, and view results quickly. Available reports include All Transactions, Batch Summary (batch and transaction detail), Card Type Summary, Suspense Batch Summary and Transaction Search. ● Recon Solution module: Access comprehensive reports to support your reconciliation, research and analytical needs. Quickly view deposits, batch activity, transaction detail, card totals, qualification information, funding data, processing fees, adjustments, retrievals and chargebacks, authorization detail, and statements online. Available reports include:

Recon Solution reports
All Transactions
Authorization Search
Batch Exception
Batch Summary
Card Number History
Card Number Search
Deposit Rejection
Deposit Rejection Analysis
Dispositions
Dispositions Analysis
Exceptions Summary
Expired Retrievals
Outstanding Retrievals
Private Label
Qualification Search
Qualified Transactions
Recap Summary
Re-presentments

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Card Type Analysis
Card Type Summary
Card Type Summary by Merchant
Debit Adjustments
Debit Card Analysis
Debit Monthly Card Analysis
Denied Reversals
Financial Adjustments
Fulfilled Retrievals
Hierarchy Structure
Location Search
Non-Qualified Transactions
Online Statements
Reversals
Reversals Analysis
Settlement Fees Detail
Settlement Fees Summary
Settlement Summary Select
Summary of Fees
● Decisionable Data: Optional within the Recon Solution module, Decisionable Data reports monitor three key areas on a regular basis (credits without offsetting debits, transaction qualification, and chargebacks and retrievals) to help you achieve and maintain operational efficiency in payments processing. Innovative reports highlight locations that may not be running as efficiently as possible or that may be experiencing fraud, empowering you to minimize losses, maximize profits and minimize interchange costs.
● Additional reporting options: Use Data File Reporting for select reports that contain settlement information available in our reporting solution. This helps you expedite and streamline daily operational processes by adding data automation to existing reconciliation, exception processing or information analysis processes. We deliver this information in an electronic format that is easy for you to integrate with many accounts receivable and general ledger applications, common database and spreadsheet applications, or virtually any software that accepts input of delimited data.

Our reporting solution enhancements allow robust ad hoc report capabilities, where users can select data fields to include in each report and customize each report by filtering and sorting the data returned. With all the flexibility built into our reporting solution, including the variety of reports available, the ability to define hierarchy and date ranges, and the export functions, requests for custom reporting is rare. If a reporting request cannot be satisfied with the standard options, your client service team will work with you and attempt to meet your business requirements.

Adjustments and chargebacks
Adjustments and chargebacks are handled through our Debit Adjustment System (DAS), which manages the processing of debit adjustments and network chargebacks for all supported debit networks. Chargebacks and other debit adjustments are processed during the daily settlement process. Disputes/chargebacks are usually debited from the main operating account but can be debited separately from daily funding credits. If a reserve account is required, disputes/chargebacks may be debited from this account unless it is a fixed reserve amount, in which case the debit will be from the main operating account. The information can be tied back later using our reporting tool.

Chargebacks and other debit adjustments can be netted from daily proceeds or debited separately, depending on the setup. The discount fee is not necessarily refunded at the rate of the sale when a chargeback or refund occurs, as refunds receive interchange credit determined by the payment brands.

For a customer-disputed chargeback, you may provide a rebuttal letter or respond with other documentation within the chargeback solution. The payment brands require certain documentation, with which your chargeback analyst can assist. You must respond by the 'Due Date' printed on the dispute/chargeback documents or as shown in our chargeback solution. For other disputes, such as 'Not as Described,' you may

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provide a rebuttal letter or other documentation that you can upload to the chargeback solution module. If the disputed item has been returned to the merchant (RTM), you must respond by the 'Due Date' printed on the dispute/chargeback documents or as shown in the chargeback solution. ● When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed Wire? Are settlement amounts listed separately on the bank statement, or will they appear as one lump sum? Will the financial institution break out settlement amounts by merchant location? Settlement would continue to be made via ACH as they are today.

Next business day funding is available if you have a J.P. Morgan DDA, with all transactions received by our 8:59 p.m. PT cut-off settlement time sent to your bank for value as defined below; transfers on bank holidays occur one business day later than normal. This late window allows access to Visa, Mastercard, and debit funds that are deposited into your J.P. Morgan account by 6:00 a.m. PT on the next business day (i.e., excluding weekends and bank holidays); Saturday and Sunday settlements are funded Monday. Gross settlement clients must designate the same J.P. Morgan DDA for all funding categories to be eligible for next business day funding.

If you do not have a J.P. Morgan DDA, our cut-off settlement times are 10:00 a.m. PT and 2:00 a.m. PT. Our window of 10:00 a.m. PT allows for access to Visa, Mastercard and debit funds that we deposit into the bank of your choice the next business day. Our deposit window of 2:00 a.m. PT allows you to submit ‘whole day’ processing at one time for funding the following business day. Separate funding is provided, according to the chart below, if we receive multiple settlement files within each settlement time. Saturday and Sunday settlements are grouped with Monday’s settlements for transferring funds to your bank account(s).

You may send all card types in one file; there is no need to send separate files for non-bank card transactions. Non-bank card deposits are electronically conveyed for settlement to the appropriate company, and you receive payment directly from that company. Funds will be electronically deposited into the account(s) specified by your organization via ACH transfer. Based on your contract with American Express, and your processing agreement with J.P. Morgan, American Express transactions can be settled through us or conveyed.

Our reports break out each day’s deposits, fees, chargebacks, etc. in detail, including Saturday and Sunday.

Our multibank account system allows you to choose one or many bank settlement accounts in one or many financial institutions. Each merchant number you establish is linked to a specific bank settlement account.

J.P. Morgan DDA(1) clients Non-J.P. Morgan DDA clients
File to
Merchant Services
Client credited
via ACH (2)
File to
Merchant Services
Client credited
via ACH
8:59 p.m. PT 6:00 a.m. PT
Next business day
10:00 a.m. PT Next business day
2:00 a.m. PT(3) Next business day
(1). The designated settlement account for merchant funds must be a DDA with JPMorgan Chase Bank, N.A. (2). Funding day is calculated based upon the day and time the settlement file is received (3). Preferred settlement time for “whole day” processing

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● Is the bankcard relationship managed by a separate unit of the financial institution, or by the Account Relationship Manager? Please briefly describe the structure of this area.

Your Relationship Manager will continue to be Nick Schrenkeisen.

The relationship management team plays a crucial role in maintaining and enhancing the interactions between a company and its clients, partners, or stakeholders. Their primary focus is on building and nurturing long-term relationships that are mutually beneficial. Here are some key functional roles and responsibilities of a relationship management team:
● Communication: They serve as the primary point of contact with our clients and partners. This involves regular communication to keep clients informed about new products, services or changes within the company.
● Problem resolution: Relationship managers address and resolve any issues or concerns that clients may have. They act as advocates for the client within the company, ensuring that their needs are met promptly and effectively.
● Feedback and improvement: They gather feedback from clients and provide insights to the company to help improve products, services, and customer experience. ● Relationship building: Beyond transactional interactions, the team focuses on building strong, trustbased relationships with clients and partners, which can lead to long-term collaboration and success. ● Reporting and analysis: They track and analyze relationship metrics, such as client satisfaction scores and retention rates, to assess the effectiveness of relationship management strategies and make datadriven decisions.

Please refer to section F. Staffing for biographies of your relationship team. ● What is the cost if new equipment is required? If new hardware is required, provide estimates and outline ongoing responsibility for maintaining any required hardware.

Your current equipment can continue to be used. The current cost to purchase a replacement Desk 5000 Terminal is $299 and our DX8000 is $499.

Class A terminals that are actively sold, certified and supported by us include:
● Ingenico: Axium DX4000 (IP/Ethernet only) Move 5000 (4G GPRS cellular) and Axium DX8000 (4G GPRS Cellular) stand-alone terminals

22. The City Utility Billing and Business Licenses operations currently have several automated processes for processing payments and making deposits including credit card and e-check payments on the City website, payment through other online bill payment providers initiated by the customer, automatic ACH payments, payment via lockbox
● Please describe the financial institution's ACH service in detail.

Based on your operational requirements, we recommend continuing to use our online portal, J.P. Morgan Access, for lower volume transaction files. Our fully integrated, browser-based platform provides easy-to-use applications for all of your information, compliance and portfolio management needs.

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Personalized experience: Effortlessly handle key transactions like wire transfers, ACH, and foreign exchange from a single, customizable page. Enhance security with filters and templates featuring locked fields for added security.

Time-saving intuitive portal: Our integrated reporting, productivity tools, and security services offer a seamless workflow across applications, minimizing the learning curve and simplifying payment initiation.

Customer-centric design: Built on user feedback, our service aligns with treasury managers' daily tasks, enabling easy initiation of payment methods from a unified, straightforward interface.

Use templates to simplify your process
Common sets of intuitive templates for every payment method are available to you. For example, easily create beneficiary templates with lockable and editable fields to set up recurring payments.

There are many ways to customize the system. J.P. Morgan Access can be configured with flexible sorting and filtering options to display only the features you use—in the order you prefer.

Create templates to support a complete menu of ACH transactions with all template information stored securely with the bank:

Templates for all ACH transactions
• Consumer payments
• Consumer collections
• Payroll payments
• Corporate/vendor payments
• Corporate/vendor collections
• Cash concentration
• Cash disbursement
• Federal, state and municipal payments
• Child support payments
• Funding other J.P. Morgan accounts on a same-day basis Transactions based on templates or entered in free-form mode are created by you, then batched, approved and released for processing.

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Sample template details page
Figure 5
ACH files generated through the banking portal are retrieved and processed several times each business day for next-day processing (or same-day, when applicable).

Advantage for the City ACH files generated online are delivered for processing nine times each business day, Monday through Friday.

Create free-form transactions online
For non-repetitive payments, the City can create free-form ACH payments without the need to establish a stored template.

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Sample free-form payment initiation page
Figure 6
Alerts to help you manage your messages and transactions ● Use the banking portal to define, manage and view messages from anywhere ● Get alerted to transactions pending approval or see templates that have been modified ● Receive notifications either through encrypted email or the Notification inbox or both ● What are the different ACH file transmission options available to the City? 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. For Nacha-formatted file origination via transmission, we offer ACH Direct Send. For other file types we offer J.P. Morgan File Transmission Payments.

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

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● What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the financial institution need the file from the City, and when specifically, are funds credited to the City's account and debited from customer accounts?
The City can supply prearranged payment and deposit (PPD) files for next-day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to J.P. Morgan by 7:00 p.m. PDT two business days prior to the settlement date. The file can then be processed in 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.

Depending on your initiation method, all data received after the cutoff times listed in the below table is ineligible for same-day processing.

Initiation method Cutoff times
ACH Direct Send 11:15 a.m. PDT (prefund) and 12:15 p.m. PDT ACH payments via J.P. Morgan Access 11:00 a.m. PDT (prefund) and 12:00 p.m. PDT File Transmission Payments 10:30 a.m. PDT (prefund) and 11:30 a.m. PDT API (ACH Non-IAT) 10:10 a.m. PDT (prefund) and 11:10 a.m. PDT ● How does the financial institution handle transmission of online bill payments? Your customers, vendors and trading partners authorize the disbursement of funds to their designated checking accounts for the purposes of vendor payments, refunds, cash disbursements, etc. For collection of funds they can authorize the funds from their designated checking accounts whenever a payment is due. ● Does the financial institution have any limitations in working and accepting deposits from third party payment processors?
Image cash letter files that are sent using a third-party processor can be accepted as long as X9.100-187 specifications are followed. However, we do restrict third-party check deposits and additional due diligence may be required.
● Does the financial institution accept image cash letter files for deposit? Briefly describe what is required in terms of paper check storage and retention.

Yes, our image cash letter (ICL) solution allows the City to image all of your paper items and transmit them to us electronically for clearing. Our solution can clear all of the checks through image exchange or review the items to determine if clearing through ACH or image exchange is optimal. You can retain, then destroy items according to ACH, check 21 and the City’s guidelines. We retain all paper for 21 calendar days, after which time, it is destroyed.

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23. The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period.
● Describes in detail the bank's compliance with state and federal regulations pertaining to this area.

The Firm has a Firmwide resiliency policy that meets or exceeds relevant professional standards (e.g., ISO 22301, 22313 & 22317) and industry best practice. The policy is based on a variety of regulatory requirements that exist across various countries.

The Firmwide policy and standards set forth a logical and detailed structure of guidance for identifying business resiliency risks and establishing appropriate controls to enable the recovery and resumption of the firm’s business operations should they become disrupted.

Resiliency activities of J.P. Morgan 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 US Office of the Comptroller of the Currency, the US Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the US Financial System and other national regulatory authorities (UK Financial Conduct Authority, UK Prudential Regulation Authority, The Monetary Authority of Singapore, European Central Bank) within the different geographic regions in which we operate.
● Describe testing of core services applications and systems that assure information backup, antiintrusion and other privacy requirements.

JPMC applies a multi layered approach to vulnerability management of which internal penetration testing (assessments) is but one part. That function, which is independent of our application development teams, utilizes risk-based scope scenarios and attempts to duplicate the actions of adversaries, providing JPMC with a more in-depth analysis of security-related weaknesses/deficiencies. JPMC also incorporates established industry best practices and uses standardized testing frameworks (i.e. OWASP and PCI DSS) in its assessment.

Network
On at least an annual basis and/or after significant material change, JPMC performs a penetration test of its external network perimeter using various tools and techniques. Testing methodologies are based upon, but not limited by, standards from established industry bodies such as NIST and OSSTMM. The methodologies typically involve mass scanning techniques, information gathering, reconnaissance and manual evaluation to establish a security baseline whilst also monitoring the environment on an ongoing basis to ensure security is maintained
Application
JPMC has documented multiple application specific penetration testing methodologies which ensure in-scope applications are tested at least annually. Testing is an in-depth assessment that combines manual and automated approaches to methodically evaluate the effectiveness of an application’s security controls. This assessment, by using methods a real attacker would use, identifies data driven or context based flaws that are unlikely to be revealed via application scanning alone. Testing involves dynamic real-time analysis of the

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application and utilizes testing techniques that are aligned with, but not limited by, best practices set by industry standards bodies (i.e. OWASP).
● Describe operational diversification and geographical dispersal of service Centers.

Due to confidentiality purposes, the exact location of where particular client data resides cannot be disclosed.

J.P. Morgan data centers are located in separate zones from the production location they support. As a global firm we operate several data centers simultaneously for business resiliency purposes and in limited circumstances, we may not keep all data exclusively within the U.S.

For additional information please refer to our Firm's Cybersecurity Overview Client Letter in Appendix 7.

Other Services/Options
● Please describe the security measures in place to protect against fraudulent activity? For example, who administers access/rights/permissions to the banking system? Do you require 2FA or MFA for online logins? How many levels of authorization are required to process payment requests? Who is able to request new services, such as new merchant accounts or additional banking services? J.P. Morgan Access provides two-factor authentication via RSA SecurID® token technology for those functions that demand an extra level of security.

The City’s security administrators configure security, user rights, product access and functionality within J.P. Morgan Access.

Security begins with user setup:
● This is initiated by two security administrators
● One administrator sets up the user and another must approve the setup before it becomes active ● Once these entitlements are submitted and approved by a second security administrator, adds and changes are activated within minutes
● Users may be added to the system or be modified by a security administrator in real time ● User IDs, passwords and RSA SecurID® token code safeguard access to the portal The J.P. Morgan Access security architecture allows you to designate the rights of each user. It is designed to accommodate a wide range of security options, including requests for multiple transaction approvals, demands for separate ‘enter’ and ‘release’ functions for users, dual control among users and daily transaction limits. This allows for joint digital signatures to be required for all transactions.

The separation of duties and approval workflows provide mechanisms that you can use to help make sure that no personnel can perform transactions to commit fraud or compromise the integrity of the entitlement data. Your designated security administrators can assign these specific transaction initiation privileges to users and approvers. The process for registering a digital approval follows the user setup process.

Your security administrators set up individual user limits that define the maximum amounts for creating, approving and releasing free-form and repetitive transactions. During the day, all operations are validated

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against the limits defined in the user’s profile. For example, when the user modifies a transaction, the running total is adjusted, and when the user deletes a transaction, the amount is deducted from the running total.

The City's, through your designated security administrators, will also have flexibility to determine the number of users to be set up on the system. There is no limit to the number of administrators or approvers that can be set up.

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 Enables configuration of the payment approval workflow to reflect the authorizer’ limits.

It can be used for tasks from simply adding an additional approver to creating complex sets of rules to match a board resolution requiring a number of different signers based on transaction amounts. The service enables the creation of different payment approval rules for different accounts, payment types, initiation methods and even beneficiaries, as well as payment values. Furthermore, it supports the setup of the order in which approvers should occur. Up to nine level of approvers can be defined.

Payment controls
J.P. Morgan Access automatically prevent a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. ● What are your file transmission security requirements Depending on the type of connectivity chosen, secure transmission protocol or digital signature, supporting software and hardware may be required. The firm's Host-to-Host encryption and authentication standards are defined by the firm's IT Risk Management. All files must be delivered via secure transmission protocols regardless of direction (inbound or outbound). All Secure Sockets Layer (SSL) connections to the firm's AHost-to-HostSM platform must use TLSv1.2 or higher ciphers for communication session encryption.

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Certificates must meet firm-specified expiry periods of two years or less, Message digest: SHA-256, AES256 and have a key length of 2048 bits or more.

Requirements are reviewed continuously and may be updated at any time. ● Are customers able to manage ACH Debit/Credit ID’s themselves? Yes, the City can block or allow debit and/or credit ACH activity from specified company IDs; combine with optional dollar amount thresholds and adjustable start and end dates.

ACH Transaction Blocking (ACH TB), is a fraud mitigation solution available in J.P. Morgan Access, automatically blocks incoming unauthorized ACH debit and credit transactions prior to posting to the protected account. The solution blocks transactions, in real time, based on rules activated by the client. ACH Positive Pay (ACH PP) works in conjunction with ACH Transaction Blocking, allowing you to decide whether to pay or return incoming ACH debit and credit transactions prior to posting, based on established blocking and review rules.

Key functions of the Transaction Blocking tool
● Account level setups: Real-time debit and/or credit block setups at the account level; combine with optional dollar amount thresholds and adjustable start and end dates.  Security administrators can enable or disable dual control ● Company ID setups: Block or allow debit and/or credit ACH activity from specified company IDs; combine with optional dollar amount thresholds and adjustable start and end dates.  Import up to 1,000 company IDs
● Blocked Transaction History:
 Access Blocked Transaction History online
 Optional subscription available to get the Blocked Transaction Report through secure email; set up separately by your CSA
● ACH Transaction History: Access ACH transaction history to assist with profile setups and identification of ACH originators and their related company IDs. ● Receive Alerts: Optional alerts related to setups requiring approval and for rejected setups. Users with the Approve entitlement are auto-subscribed to alerts. ● Please describe your process for submitting checks for positive pay and for clearing positive pay exceptions?
J.P. Morgan offers the City positive pay services as well as full and partial account reconciliation services.

The City’s positive pay files can be transmitted electronically as well as uploaded and manually keyed into J.P. Morgan Access.

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Positive pay
As part of a complete range of disbursement services available through J.P. Morgan Access, J.P. Morgan offers internet-based positive pay services.

J.P. Morgan Access’s positive pay exception processing allows the City to send positive pay issue files via the internet. J.P. Morgan’s internet delivery channel provides a foundation for secure and traceable communications between J.P. Morgan and the City using standard browser software.

Additionally, our online portal enables the City to use the internet to review digital images of all exception items, and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions, so the City can easily employ the most up-todate fraud protection services. Email notification offers a convenient way to know when exceptions are available for review.

With positive pay, the City provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data can be simply and flexibly supplied to the bank via file transmission, online upload, or manually keyed into J.P. Morgan Access. Checks presented daily are then systematically compared against the City’s issue file. An exception report is generated the next business day, identifying any mismatched or no-issue information on file items. The deadline for the City to submit manual entry or file upload via J.P. Morgan Access is 7.30 p.m. PDT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 7:45 p.m. PDT.

J.P. Morgan first reviews and scrubs the exceptions to verify that there are no misencoded items. A notification is emailed based on the customer defined email groups at the beginning of the following business day. Authorized the City users are provided the report of exceptions upon log-on for pay or return decisioning.

The exception items report provides both a front and back image of each item.

Authorized the City users simply click on the check number of each item to view front and back check images. They can select the “pay” or “return” button for each item, or select the “pay all” or “return all” button, and then electronically submit the decisions to the bank. the City receives an online confirmation indicating the submission was successful, which you can save electronically or print for future reference. This functionality requires no special software.

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You have the ability to view images of exception items before authorizing payment Figure 7
Payee verification
We also recommend the City use positive pay payee verification to provide an additional layer of fraud prevention protection. For payee verification, the City provides the bank with payee names in your check issue file transmission, online file upload or by manual entry on J.P. Morgan Access.

While positive pay matches the MICR information of your presented check to the issue file, payee verification takes the additional step of validating that the payee name matches issue file payee information. Our payee name review digitally interrogates the payee name and looks for alterations or additions above, below or to the right of the payee name that would change the payee identification. Mismatched items are visually evaluated to eliminate digital interrogation reading errors, and remaining items are sent to the City in the daily positive pay exception reporting for your decisioning.

As a security enhancement to J.P. Morgan positive pay service, the City will receive additional fraud protection by selecting our payee verification product.

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Positive pay with payee verification
Figure 8
Teller line positive pay
Teller line positive pay is the strongest defense available to prevent check fraud. Our teller line systems are updated within one hour of receipt of the City’s issue file. When a check is presented for payment at a Chase teller window, the teller system determines the validity of the issued check prior to payment. We deny encashment on any items not found as matching open entries on the issue file. Checks deposited at a Chase ATM are screened against the positive pay records.

Full account reconciliation
J.P. Morgan offers the City a complete reconciliation of outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). the City chooses 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, J.P. Morgan will perform a full reconciliation of activity in the account, delivering a reconciliation report package through our online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date.

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Account reconciliation reports
Figure 9
The City’s reconciliation report will be available online via J.P. Morgan Access within five business days from the close of a cycle cutoff.

Partial reconciliation
Partial reconciliation provides the City with a detailed listing of checks paid against a disbursement account over a client-defined period of time. This service also details certain other categories, such as stopped checks. Checks are typically listed in check serial number sequence with the amount and date each check was paid. The reports are available via J.P. Morgan Access. ● Do you provide a physical payment lockbox option? Can you please describe how the City would receive and process the file and refund or correct erroneous payments? Yes, the City can continue to take advantage of our expertise in process to drive cost efficiency and a higher rate of straight-through processing.

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We own and operate our full-service, nationwide lockbox network of processing sites with fully automated wholesale and scannable services. We recommend the City to continue to use our Pasadena site for your processing needs.

The City has the option of adding payee name review to your lockbox instructions. With this feature, you can provide a list of acceptable and unacceptable payee names.

Checks received that do not match the payee list (acceptable or those that match an unacceptable payee name) have two options:
● Checks can be imaged and made available for review via Receivables Online via Decision Manager. ● Checks can be sent back to you as an unacceptable item.

Most clients accept all payee names that are addressed to the correct lockbox number.

Receivables Online
Receivables Online provides for delivery of reports produced by other systems and containing data not provided via the online dynamic reporting tool. These optional reports include Lockbox Deposit Advices, Electronic Payment Detail Reports and our Custom Report.

Check returns: The Receivables Online check return service provides timely notification of return activity so the City can follow up promptly with delinquent customers and correct your accounting records. Both redeposited items and final returns are available on the business day following a return item’s processing date. Further, for all final returns, the original item is updated to indicate that the item was returned. This information is available for the life of the transaction, including long-term storage.

Automatic notifications (alerts): Receivables Online can be set up to send the City timely notification of important events, such as payment receipt, returned checks, rejected remotely captured items and newly created remittance advices. The system scans all new transactions and sends the matched items to your Receivables Online Alert inbox based on your pre-established criteria. In addition, you can elect to receive an email notification and/or designate other registered users to receive a copy of the notification. Clicking a link in the email provides the City with immediate access to the related transactions upon successful log on.

Alerts can be designated as one-time or recurring.

Scenarios where you may want to use a notification include:

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● The City places a credit hold on new shipments to a customer but wants to release the goods as soon as payment is received. A one-time payment alert could be used to notify you and the shipping department that the expected payment amount from a specific remitter has been received. ● You may want to receive notification of exceptionally large payments to optimize working capital. A recurring payment alert could be used to notify you any time a payment over a specific dollar threshold is received.
● You need timely notification of check returns to follow up promptly with remitters. If you subscribe to the check return service, you can set up a recurring return notification alert for all returns with a disposition of “chargeback.”
The alert feature is an optional service and a fee may be assessed for each payment flagged by an alert. Up to twenty alerts can be created by each authorized user.

File download facility: Our lockbox can deliver the City’s data and/or image transmission, determined at implementation, through:
● Transmission methods supported:
 Managed File Transfer System (MFTS)
 Secure File Transfer Protocol (SFTP)
● The Receivables Online file download service that allows for a human-initiated download that uses the same web browser and internet security protocol you use for image viewing.

The City’s transmission is delivered to the Receivables Online repository at a scheduled time each day. You simply download the file from the Receivables Online portal and store the file on your local network for subsequent import to your accounts receivable system or image repository. Files are retained on the system for 14 days and then automatically purged.

We recommend our host-to-host file transmission option for delivery of files larger than five megabytes. This limit generally restricts the use of the download service to data files only. ● What other options are available to receive payment, such as elockbox or electronic bill payments? Is this a third party processor or in-house?
Yes, we continue to offer you an electronic payment consolidation service to help you save time, improve productivity and reduce costs. Our ACH eLockbox in wholly owned.

Here’s how we can help you continue streamlining receivables posting with this service:
● Consolidation of electronic payments received from multiple sources into a single deposit ● Quickly crediting your account on the morning of the next business day after receipt of payments ● Convenient posting to your back-office system because our Transaction Repair service allows you to review and repair exception items online
● Streamlined single accounts receivable data file that’s uploaded into your back-office system

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Transaction Repair is available through J.P. Morgan Access We designed Transaction Repair to help you review and repair exception items online for faster posting to your back-office system.

Just submit returns and notifications of change to your originators online through our Transaction Repair service or J.P. Morgan Access Transaction Services to correct future issues and improve straight-through processing.
● Does your institution offer any integration capability with the City’s ERP financial system (Oracle Fusion Cloud) for
purposes of sending positive pay files or receiving bank statements?
J.P. Morgan’s integration solution with Oracle supports check printing and positive pay services using the ISO XML format, ensuring efficient and secure transaction processing. Oracle supports acknowledgements for check printing, including positive pay services.

When the City uploads a check issue file, the positive pay acknowledgements are sent via email to ensure timely
communication. This approach provides a reliable framework for managing check printing and positive pay processes.

Details on the J.P. Morgan and Oracle collaboration
J.P. Morgan and Oracle have formed a strategic partnership to deliver integrated solutions that enhance the functionality and connectivity of Oracle Fusion ERP. This collaboration aims to address the challenges associated with ERP project implementation, particularly in the areas of banking services, expense management, trade finance, and virtual card functionalities.

GIVING YOU AN ADVANTAGE
ACH eLockbox service improves
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Please scan the
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LEARN MORE
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Key Aspects of the collaborative relationship:

1. Turnkey integration:
● The relationship offers a first-of-a-kind, turnkey integration between J.P. Morgan solutions and Oracle Fusion ERP. This integration is designed to simplify complex file formatting and mapping, reduce implementation timelines and minimize the need for extensive IT resources.

2. Enhanced ERP connectivity:
● The collaboration focuses on improving ERP connectivity, which is often one of the most challenging aspects of ERP projects. By embedding banking services directly within Oracle Fusion ERP, the relationship aims to streamline processes and enhance functionality.

3. Pre-Built integrations:
● J.P. Morgan and Oracle have developed pre-built integrations that reduce the effort and time required for implementation. These integrations require minimal IT lift and resources, making it easier for companies to adopt and benefit from the solutions.

4. Improved visibility and automation:
● The integrated solutions offer improved visibility, reconciliation and automation across a range of treasury and finance processes. This enhances the overall efficiency and effectiveness of business operations.

5. Integrated solutions:
● Banking services: The integration simplifies technical banking processes, automates payment and reconciliation tasks, and provides real-time cash visibility. ● Touchless expenses: Automates expense creation using near real-time transaction data, saving time and enhancing security (further details in the response to K. Additional Services) ● Trade finance: Offers Supply Chain Finance and Receivables Finance solutions to optimize working capital and strengthen supplier relationships.
● Virtual card: Simplifies invoice payments using virtual cards, streamlining reconciliation and maximizing working capital. (further details in the response to “Potential Future Enhancements” in G.

Banking Services)

6. Pilot and future integrations:
● Three integrations are currently live, with a fourth in pilot. They plan to announce further integrations in the future, expanding the range of solutions available to clients.

Benefits of the collaborative relationship:
● Reduced complexity: The integration removes the complexity associated with ERP connectivity and banking services, making it easier for companies to implement and benefit from the solutions.

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● Cost efficiency: By reducing integration timelines and minimizing IT resource requirements, the partnership helps lower costs associated with ERP projects. ● Strategic advantages: The integrated solutions provide strategic advantages by enhancing visibility, automation and efficiency across business processes.

The J.P. Morgan and Oracle partnership represents a significant advancement in ERP connectivity and functionality. By embedding essential services within Oracle Fusion ERP, the collaboration offers companies a streamlined and efficient way to optimize their operations and achieve their financial objectives. This partnership underscores the commitment of both organizations to deliver innovative solutions that meet the evolving needs of their clients.

Potential Future Enhancements
The City currently does not have these services, but could potentially implement them within the contract period. Would you be able to respond to these potential future enhancements and provide cost associated with each?
● Do you offer a check print service where you would print and mail checks on our behalf? Weekly AP checks (average 130 checks, $1.5M) Bi-Weekly payroll (average 20 checks)
Yes, we offer check print services for the City to outsource this function and leverage the bank’s economies of scale and fraud protection by submitting a file via transmission or through J.P. Morgan Access.

Let us help you lower operating costs and reduce risks associated with printing checks or remittances in-house with our comprehensive check print services.

For nearly 30 years, we have helped clients benefit from outsourcing the check print function. Through significant infrastructure and technology investments in our U.S. printing facilities, we offer a low-cost, highquality printing solution that is designed specifically for you and can be adapted as your needs change.

New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage.

Outsourcing non-core
payables functions allows for
greater focus on payment
conversion activities while
reducing costs and increasing
efficiency.

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Check Outsourcing via transmission—How it works
Our check printing service uses both standard and customized templates for accounts payable, payroll, claims, dividends, royalties and patient refund checks. Using standard templates offers a quicker implementation and lower implementation costs.
● J.P. Morgan can print and mail checks drawn on other banks, so that you have a complete check outsourcing solution across all of your banks.
● There is an option to print a QR Code that can direct your clients to your website. This is an efficient replacement for printed inserts. You can also create a program and direct your clients to sign up for future payments in ACH rather than to be issued a check.

The City submits check print instruction via:
● Direct transmission file for check-only payments
● Single or mixed payment file via File Transmission Payments With File Transmission Payments, you send us a single file with instructions for U.S. ACH, global ACH, domestic and international wires, virtual card, check, and FX payments. Additionally, file mapping from ERP and treasury systems provides for efficient interfaces. We accept multiple file formats, including ASC ANSI X12.

Use industry-standard file formats and advanced communications and data security interfaces with File Transmission Payments:
● File formats:
 Industry-standard file formats – ISO 20022, ANSI X.12  ERP-specific file format – SAP IDoc*/XML
 J.P. Morgan Proprietary Global Flat File*
● Transmission protocols: SFTP, HTTPS, AS2, VPN, SWIFTNet FileAct, etc. ● Encryption options: SSH, SSL, x.509, PGP/GPG
* Setup available with additional implementation review and costs File Transmission Payments split remittance or remittance-only services can be combined with standard payment options to deliver remittance detail through encrypted email. Split remittance and remittance-only services support the delivery of extended data (beyond a payment system’s capacity) and remittance information for transactions that require printed notifications.

We send automatic file confirmations to authenticate each transaction and alert you to issues. Validated files are routed to one of our two advanced print facilities where we then print, insert, and forward checks and remittance details to you or your payees via the U.S. or Canadian mail or courier by the following business day.

Check payments can be processed (printed and mailed) on a same day basis if the payment instructions are received by 5:30 a.m. PDT. If received after 5:30 a.m. PDT, checks will be mailed by the next business day.

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Check Outsourcing via J.P. Morgan Access—How it works
The check printing service through our online portal uses standard templates for accounts payable, payroll, claims, and dividend checks.

The City submits check print instruction files through a file upload or manual entry of check data via our online portal.

We generate online file confirmations to authenticate each transaction and alert you to issues. Validated files are routed to one of our two advanced print facilities and printed and mailed by the following business day.

Then, we print, insert and forward the checks and remittance details to you or your payees via U.S. or Canadian mail or courier.

Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent for print. Check print files received and sanction screened by 9:00 a.m. PT are printed and mailed the same day.

To allow time for any client dual approvals and completion of the sanction screening process, it is recommended the file be sent no later than 8:30 a.m. PT. Checks that are flagged as suspect after the initial review are not printed until a pass status is received. Any check that may be delayed for print is listed on a report sent to you daily at 8:00 p.m. PT. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your CSA contacts you. Once the check passes screening, it is sent for printing and mailing, and the status is updated on the daily report.

Check Print Services – Process Flow
Figure 10
Our quality controls throughout the bank are an area of continual focus and improvement for us. We recognize the importance of printing high-quality checks to maintain low check reject rates. As such, samples of checks are requested periodically throughout the day by the Quality Control area. Sample checks are tested for both MICR quality and conformity to the established check specifications. Should the checks not pass the MICR quality test, then the checks are not permitted to be mailed. They are securely shredded, reprinted and quality checked again for proper adherence. If the issue is determined to be file-based, we escalate the issue to troubleshoot and resolve the issue.

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Duplicate file checking is performed prior to any document being printed. Additionally, we have an Automated Document Factory (ADF), a workflow solution used in our facilities. The ADF serves as a job- and piece-level tracking solution for the entire document workflow from print through dispatch. As each separate print job is processed, ADF allows operators to match file item counts to actual page counts upon completion of each job. Should a discrepancy occur, ADF identifies the exact page where the count became out of sync to quickly troubleshoot and resolve the issue. The results are then logged and validated by a supervisor before the printing process is restarted. The final production output is then recorded. ● Do you offer image cash letter capabilities, where we scan our checks and submit a secured image file? Could we upload multiples files per day from multiple locations? Yes, If you process your own checks, rely on a third party or electronically consolidate deposits from multiple locations, you face growing costs, risks and inefficiency.

Our image cash letter (ICL) solution allows the City to image all of your paper items and transmit them to us electronically for clearing. Our solution can clear all of the checks through image exchange or review the items to determine if clearing through ACH or image exchange is optimal.

Key features and benefits
● Clear checks through the most efficient method—ACH or image exchange. ● Reduce the costs, time and complications associated with transporting paper checks. ● Optimize funds availability by sending electronic images for check processing. ● Improve efficiencies and lower costs by streamlining operations. ● Mitigate check fraud by accelerating return item notifications.

Did you know
● We are one of the first banks to exchange images of items electronically. ● We have invested more than $100 million to enhance our image infrastructure. ● As a founding member and board representative of The Clearing House, we are one of the first owner banks exchanging images of items electronically.

The illustration below provides an overview of the image cash letter process flow.

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Image cash letter overview
Figure 11
J.P. Morgan employs advanced image quality analysis tools to verify the quality of image deposits and reduce the incidence of items returned by the paying bank for poor quality. We also maintain a duplicate detection database to protect against duplicate files and duplicate images during a 45-day period.

The City will benefit from:
● Image-enabled routing transit numbers: We currently sends to approximately 22,000 routing transit numbers. The bank updates routing transit numbers on a quarterly basis. ● Competitive availability schedule: We base availability on the bank which the deposited check is drawn and the time the deposit is made.
● Electronic notification of ICL transmission: The City will receive an electronic notification for each ICL file you transmit to us. We send notification, including the number of items and dollar totals, to designated recipients via email or XML transmission.
● Advanced image quality analysis processes: We use a two-pass process to identify suspect items. The process determines whether items may be acceptable for presentment to the paying bank or are nonconforming images (NCIs).
● Image quality processing: This helps reduce adjustments, potential privacy violations and fraud.

Quality checks verify that ICL-deposited items are correctly debited and credited to the proper account(s), for the precise value(s).
● Codeline match quality processes: We use, and were one of the first providers to implement, a process to verify that check data associated with an image matches correctly to the item.  This greatly reduces errors by having the item properly routed to the correct paying bank and debited to the relevant account.

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 It also reduces the possibility for downstream adjustments and potential privacy violations of a check inserted into another customer’s account statement. ● Duplicate file detection: Our transmission management process includes duplicate file review against the database for the previous 45 days of transmission activity. To guard against duplication, J.P. Morgan reviews file headers for volume, value, composition date and time, and sender details.

Files will not be processed if the header and/or detail records indicate zero dollar value. We provide timely email and telephone notifications to minimize service disruptions. ● Duplicate item detection: While you are responsible for not sending duplicates to us for deposit, we have enhanced our process to identify duplicate items when possible. Our process uses the full MICR line to determine if an item has been previously processed within our VPC (Virtual Processing Center) over a 90-day period. If any duplicates are identified, we will reject these items and notify you timely via email
● Enhanced landing zone: We assign the City’s deposits float and pricing based on the time the file is received and acknowledged, not at another point later in the process. ● Seamless implementation process: Implementation is driven by the outcome of testing, file certification, connectivity, etc. Our implementation team will work with the City to configure the services we will provide.
● Test quality: Data Treasury and JPMorgan Chase settled a patent dispute several years ago. The terms of the settlement are confidential; however, they include “safe harbor” and “most favored licensee” protection. This gives us a competitive edge in check processing. In this context, safe harbor means the protections the bank receives with regard to certain Data Treasury patents, including U.S. Pat. Nos. 5,910,988 and 6,032,137, are passed to our clients who receive services for those check images created, transmitted and stored as part of our ICL services. ● Do you offer vendor payments via virtual credit cards? Yes, we offer a single-use, multi-authorization, 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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Virtual cards are 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.

Gain efficiency – Integrate our virtual card solution with Oracle Fusion Streamline your payments by joining the power of Oracle’s Fusion Enterprise Resource Planning (ERP) System with J.P. Morgan’s virtual card solution.

Together, we provide you with payments and technology expertise to deliver a virtual card payment method.

We do the work. It’s effortless for you to integrate and enable J.P. Morgan virtual card via Oracle’s ERP.

Key benefits
Benefit from our collaboration with Oracle Fusion. When you integrate our virtual card solution into your purchasing workflow within Oracle, you:
● Automate virtual card creation for payments within the user-friendly interface ● Simplify order-to-payments reconciliation
● Pay your suppliers with ease, including one-time suppliers ● Easily send J.P. Morgan an accounts payable (AP) file for supplier analysis ● Leverage float to extend days payable outstanding (DPO) while paying suppliers faster ● Establish better visibility and control over spend
Let us help you with supplier recruitment to expand virtual card usage with more suppliers. This helps to increase your rebate while offering the security and flexibility of digital payments.

How the solution works
The process is simple:
● You approve an invoice, and we receive a request
● We create a virtual card and deliver the payment to your supplier ● Your supplier processes the payment
● We provide you with a reconciliation file

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Oracle Fusion and J.P. Morgan
Figure 12
We recommend the City join our National Government Commercial Card Consortium. This consortium provides the City with an opportunity to earn rebate revenue, drive efficiencies and mitigate fraud with our market leading commercial card solutions.

Please see Appendix 8 for our sample contract.

H. Reporting
Describe the frequency and format of reports that you would provide to the City and include sample reports and records.

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 Balances 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. local time, 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.

The City can also use our banking portal to consolidate information reporting for all company accounts either at J.P. Morgan or at any other bank across the globe. The online portal receives current-day and prior-day information from U.S. domestic banks through a third-party provider and from global banks through the SWIFT 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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Network. Manage all your bank account information through one application in one format at one time with this multibank service.

Please refer to Appendix 9 for sample reports.

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I. Pricing and Account Analysis | 70 |
I. Pricing and Account Analysis

1. Provide the proposed prices for the list of basic banking services on the Required Services Pricing worksheet. Itemize any other charges that would apply to these accounts.

Acknowledged, please refer to Appendix 2 for the completed Required Services Pricing worksheet, and Appendix 1 for our pricing pro forma.

2. Does the City have the option of compensating your bank on either a fee or balance basis? Is the price the same for either option? If not, what is the difference? If on a fee basis, can excess balances be used to partially offset activity charges?
We accept compensation based on fees and/or balances, with no difference in unit prices. ● Fee Compensation: If you choose a fee compensation plan, balances are not used to offset any service charges. Total service charges are debited from a designated account, generally monthly. ● Balance Compensation: If you choose a balance compensation plan, eligible balances are used to calculate an earnings credit allowance to offset service charges. If eligible balances are sufficient, the earnings credit allowance offsets the service charge. If the level of eligible balances does not fully cover the fees, remaining service charges are debited from a designated account, usually monthly.

3. Please describe the procedures used to make an adjustment to bank statements and to assure a corresponding adjustment to account analysis statement. How is the adjustment handled if the analysis period has already ended?
Details of adjustments to prior periods are provided in separate sections of the current analysis statement and labeled as such in the Financial Recap section.

The City should notify us in writing of any errors or not receiving an account analysis statement within 60 calendar days after the statement is made available.

Errors are researched thoroughly so appropriate adjustments can be applied to the account.

Should there be a billing error and adjustments not completed prior to the direct debit, we will post the difference between the original and corrected service charge as a separate transaction.

4. How is your earnings credit determined, adjusted and applied? Please include in your explanation the impact of your reserve requirement, your formula for converting service charges to balance requirements, and a listing of your earning credits and reserve requirements.

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 us and reflected on your monthly account analysis statement to reduce the amount due for banking service fees.

We use the following formula to calculate the monthly earnings credit allowance:

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Monthly earnings credit allowance calculation
(Average Monthly Investable Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year

5. Describe the bank's policies concerning daylight overdrafts and what, if any, impact these policies may have on the management of the City's accounts.

We will work with the City to understand your payment flows and credit needs.

Daylight or intraday overdraft limits are not advised and are at our discretion. We will work with you to establish appropriate intraday facilities so that your payments are processed on a timely basis. Intraday credit limits are determined based on each individual entity’s needs with historical usage and anticipated cash flow.

Limits are monitored on an ongoing basis to help make sure that the lines are sufficient. Intraday guidance facilities are operated on an unadvised basis.

We would also need to understand where daylight overdrafts are required as in some countries daylight overdrafts are not permitted and advised lines are required.

Currently, J.P. Morgan does not charge interest on the usage of daylight or intraday overdraft limits arising from normal clearing activities, as long as the overdraft positions are cleared prior to the close of the branch’s banking day. Any overdraft positions extending overnight will be charged based on the applicable overdraft rate as determined according to the branch and currency of the account, along with a daily occurrence fee.

We reserve the right to change our fees and charges at any time. Interest charges will be applied for each calendar day the accounts remain in overdraft position. In cases where overdraft facilities have been established, the predetermined overdraft facility rate will be assessed. The day count basis used for interest calculation varies depending on currency and branch location, but is based on market standard.

6. Is the bank willing to guarantee the proposed fee for the entire term of the contract? If no, how long are the fees guaranteed?
J.P. Morgan is willing to guarantee the proposed fees for 10 years.

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J. Optional Services
In addition to those listed in Section III, Scope of Services, there are services the City may desire to use depending on the availability, quality and price of the service offered. Proposals are not required to address optional services in order to be considered an acceptable proposal. Final selection, however, of the successful proposal may be based on the ability of the banking institution to provide these services at an acceptable price as determined by the City.

1. Free or reduced price accounts and other banking services for City employees The City employees may be eligible to open a variety of Chase checking and savings accounts. Information regarding our consumer banking products and retail branch locations can be found at www.chase.com or by visiting any Chase retail branch. We have also provided information on the following two services that The City employees may find beneficial:

Chase Secure Banking
Chase Secure Banking is a low-cost banking product that can help provide consumers access to a checking account and traditional banking relationship, including those consumers new to banking or who have had trouble getting or keeping a banking account in the past.

Chase Secure Banking works like a traditional checking account but does not allow check writing or wire transactions (incoming or outgoing), and is designed to only allow the bank to authorize transactions against sufficient funds in their account so the consumer will not get overdraft fees.

With Chase Secure Banking, consumers can:
● Access Chase ATMs and branches
● Access the Chase Mobile app and Chase.com to check their balance, send money to friends and family, pay bills, and monitor their credit
● Deposit checks and get direct deposits from an employer ● Make electronic payments (ACH) and set up bill pay
● Use a debit card which is accepted almost everywhere Visa debit cards are accepted ● Access Chase Offers, available on the Chase Mobile app as a way to get more value from purchases
Consumers can sign up for Chase Secure Banking online at chase.com/securebanking or at any Chase branch location.

The monthly service fee for Secure Banking is $4.95/month ($60/year), which allows Chase to deliver a sustainable product, and also provides access to a significantly less expensive banking product for unbanked

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customers. Consumers can avoid the monthly service fee by having $250 in electronic deposits each monthly statement period. Product terms are subject to change.

The bank continues to innovate and develop products that meet the needs of the communities it serves. Its thousands of branches provide access to home lending, small business funding, and advice on reaching personal and business financial goals, in addition to personal banking needs.

Chase Home Lending Employee Benefit Program
The City’s employees are invited in the opportunity to participate in the Chase Home Lending Employee Benefit Program. This program is a powerful program that provides your employees cost saving benefits on the financing cost of a new home purchase or refinance. This program also provides education and tools that can assist your employees in deciding whether buying or renting a home is the best solution.

The Chase Home Lending Benefit program is only available to employees and retirees of participating companies, universities or governmental agencies that host our offer on their HR/Benefits site. The Chase Home Lending Employee Benefit is supported by a high level dedicated team of Home Lending Advisors that will make certain employees have a team to personally guide them through the entire home lending process.

The program and benefits are not currently available at any of our Chase Banking Centers.

There is no cost to The City to participate in the Chase Home Lending Employee Benefit Program. Once The City agrees to opt-into the terms and conditions and agrees to host our customized URL on your HR/Benefits portal, we will provide you with a dedicated URL giving your employees immediate and ongoing access to the Chase Home Lending benefits and online tools. To see a sample of the page we will create for you once your enrollment is received, click here.

A team of Home Lending Advisors are ready to serve your employees. Your employees will never need to visit a branch, and their entire mortgage process can be completed online, via the Chase MyHome app and over the phone.

Ready to enroll and/or learn more visit: www.Chase.com/ExclusiveBenefits.

2. Electronic accounts payable processing.

Our clients need to easily integrate innovative solutions into their daily business operations to take advantage of greater convenience, information accuracy and increased efficiency. We work closely with our clients to understand their current needs and anticipate future needs.

For example, J.P. Morgan has a long-term commitment to leading the industry’s transition to electronic payments. We support the expansion of check image, Internet-based technologies and the use of artificial intelligence for improving transaction return processing and limiting administrative returns, as well as automating fraud detection and prevention efforts.

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Leadership and influence
Our clients benefit from our industry influence. J.P. Morgan Treasury Services is an active member of industry forums and roundtables sponsored by groups such as the Bank
Administration Institute (BAI), Association of Financial Professionals (AFP), X9 Accredited Standards Committee, hardware/software vendors, the Federal Reserve and the
National Automated Clearing House Association (Nacha).

Our involvement on boards and operational committees lends us opportunity to share the course and direction of the payments market. For example, our active participation on the Nacha Board of Directors, the Rules and Operating
Committee and the Clearing House Payments Association,
allowed J.P. Morgan to play an integral part in the formation of the new Nacha Same Day ACH Rule changes on behalf of
our clients.

Innovation
Client feedback and demand drive the development,
design and implementation of our product enhancements.

We constantly evaluate existing product delivery platforms and processes, gathering information from direct customer contact, internal customer contact personnel, other banks and regulators.

An example of this commitment was the creation of new
alerts and Transaction Services within our portal,
J.P. Morgan Access. Clients asked to be alerted when
there were issues with executing a wire transfer or when Fed or CHIP wire transfer funds were returned. These
alerts are now available on the portal’s home page.

Our financial strength and scale allow for significant
investments in technology that enhance the bank’s ability to provide ongoing improvements as technologies
advance.

The bank’s product and market management teams actively participate in the design and deployment of new and enhanced services. We continually innovate to enhance our client solutions, reduce processing costs and increase operating efficiency.

While explicit research and development costs are not disclosed, our technology investment, which includes technology, communication and equipment costs, is expected to be $18 billion for 2025.

STRATEGIC INVESTMENTS
What we are doing to innovate
We have hired thousands of personnel,
invested hundreds of millions of dollars
in new technology and implemented
training and education programs.

As of December 31, 2024, JPMorganChase
had 317,233 employees globally, an
increase of 7,307 employees from the prior
year. Our employees are located in 66
countries with 59% of the firm’s employees
located in the U.S. We have branches in 48
states and Washington D.C.

DELIVERING DIFFERENTIATION
We deliver differentiation by distinguishing our
product set and leading the industry in cash
management solutions. We plan to further our
leadership in product and payment
capabilities by:
 Focusing on industry specialization
 Deepening industry-specific offerings
 Leading in payments solutions
 Integrating platforms
 Providing an excellent client experience
 Creating a smoother, simpler and faster
implementation process

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Minimizing disruptions
As any change or update we make to our products has the potential to affect our clients, we focus on minimizing disruption when adding new features and enhancing functionality. Our development teams have years of treasury management experience. Our track record for implementing product enhancements quickly and effectively speaks for itself. Additionally, because we do not outsource development, clients work closely with our development teams and bankers to fine tune solutions, implementation and operations.

Innovation strategy
We understand your business and pain points. We focus on these themes for innovation to help you mitigate or resolve those pain points. Some new services and enhancements cross multiple themes to tackle multiple pain points with one solution.

Innovation strategies
Efficiency and optimization
Benefits to the
City
• Save time with cash flow forecasting, optimized liquidity and a reduction in manual processes
• Save money by establishing optimal ways to send and receive funds, reduce paper and remove friction
• Increase visibility with well-designed tools across all channels and geographies Recent
enhancements
• Mixed payment file transmission with virtual card
• Lockbox Decision Manager provides a review of all documents associated with a transaction to provide an accept or reject decision
• J.P. Morgan Real-Time Payments through API channels
• Global Mass Pay gives you the power to send low-value, high-volume cross-currency payments without an account in the payment currency
• Easier integration with ERPs
• Use Kinexys Digital Payments to instantly send and receive business-to-business payments using our first-ever digital currency powered by blockchain • Access now offers Confirmation Payment notification for all types of incoming and outgoing payments
• Cashflow360: End-to-end automation of core accounts payable and accounts receivables processes with automated workflow capabilities
• Virtual Account Management: Streamlined account structures and centralized processing with the vision of a single bank account leveraging an account sub-ledger Upcoming
developments
• Global Payments Strategy: Increase payment efficiency, maximize cost savings, increase smart metrics and unlock value of liquidity

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Innovation strategies
Ease of doing business
Benefits to the
City
• Participate in a smooth transition with technology that overcomes roadblocks provided by experienced onboarding teams
• Improve payables and receivables processes with fast and simple solutions • Spend less time onboarding and opening accounts
Recent
enhancements
• Cashflow360
• Know Your Customer (KYC) process simplification and shorter time frame • Chase Connect enhancements include a redesigned portal • Chase Connect Simple Pricing offers everything you need for one price • Additional APIs make it easier to connect with J.P. Morgan:
 Access APIs for reporting
 J.P. Morgan Real-Time Payments
 Integration with ERPs
Upcoming
developments
• Easier integration with more ERPs
• Virtual Branch (for some international regions): Eliminates the need to be physically present at traditional bank branches
• Exchange documents with your relationship team in a simple, secure way Enriched insights
Benefits to the
City
• Transformative data is contextualized, clear and actionable • Implement effective solutions through strategic consulting that matches each of your specific needs to the most effective solution
• Make the complex simple with comprehensive digital solutions that put everything in one place
Recent
enhancements
• Merchant Services integration with digital J.P. Morgan Access • Portal for supplier payments that creates lower risk exposure since we store suppliers’ sensitive bank information
• Data visualization provides dynamic display of transaction flows, interactive analytics dashboard and the ability to drill down to details
• Virtual card with real-time access and 24/7 availability Upcoming
developments
• Commercial card integration with Chase Connect
Risk management
Benefits to the
City
• Identify potential gaps in fraud protection on your J.P. Morgan accounts • Reduce fraud exposure
• Enable more informed risk management decision-making
• Increase resiliency and redundancy with multifaceted payment solutions • Stay ahead of cyber and fraud risk with a proactive defense

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Innovation strategies
Recent
enhancements
• Proprietary fraud diagnostic tool
• Leverage our Cyber Security Operations Centers
• Provide cyber fraud training sessions
• Focus on J.P. Morgan Access client security controls
• Early Warning advanced analytics integration through Merchant Services • Early Warning advanced analytics integration through ACH • Just-in-Time Funding
• Multibank Cross-Currency Sweeps
• Reduce your payment risk by going paperless
Upcoming
developments
• FinTech Evaluations
Optional services
We have gained considerable experience in pairing and tailoring our products to the specific needs of our public entity clients. Our experience with various situations, along with our ability to develop effective and relevant solutions, have earned an impressive reputation within the public sector.

Please refer to the following section for descriptions of the optional, value added services and products that are most relevant to the City’s current situation:

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K. Additional Services
There are services not otherwise identified in the City's RFP that the proposer may offer to the City.

Proposals are not required to address any additional services in order to be considered an acceptable proposal. However, final selection of the successful proposer may be based on the desirability and cost of the additional services offered.

Our particular expertise lies in adapting and aligning our vast breadth of solutions to the specific operating requirements and environments of our clients.

We accomplish this by listening to our clients and developing an understanding of their operating environments. We then construct a solution that not only meets our clients’ existing operational needs, but also challenges them to consider additional operational improvements.

It is our intent to bring this same approach to the City as we endeavor to strengthen and grow our relationship.

The services below are proposed to augment and complement the requirements included in the RFP. Each of these services is incremental to the solutions presented in the body of our response. Pricing for these services will be provided upon request.

In addition to the Virtual Card and Check print services we mentioned in the Potential Future Enhancements section, we offer the following value-added optional product and services.

Digital Bill Payment
Your constituents expect modern methods to view and pay their bills. J.P. Morgan has joined with Paymentus to offer a market-leading, paperless electronic bill presentment and payment solution. Through our collaborative relationship, we offer your customers a seamless and fast payment experience.

Our relationship with Paymentus, an industry-leading eBilling and payment solutions provider, unites innovative technology with the security and confidence of a world-class treasury and merchant services bank. The resulting solution, Digital Bill Payment, meets your needs for a simplified, secure and customizable experience. It gives your constituents the ability to pay when, where and how they want.

Digital Bill Payment provides a single, integrated solution for web, mobile, interactive voice response (IVR) and in-person payments and more. Your constituents can easily view invoices electronically through an online portal and pay a single invoice or multiple invoices with:
● eCheck
● Credit or debit card
● Digital wallets
● In-person cash payments

SIMPLIFY AND STREAMLINE
 Stay close to the payment life cycle
 Improve reconciliation
 Reduce paper float, improving
working capital
 Expedite collections with electronic
payments

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Keeping it simple
As a fully hosted, single-vendor solution, Digital Bill Payment eases the burdens, pitfalls and fees that come with coordinating various systems. Our solution helps you better manage your billing and payment process. You get access to a spectrum of services and capabilities with one connection and one integration.

Digital Bill Payment provides you with an omni-channel payment solution to meet your current requirements and your future growth opportunities, including PayPal, Venmo and many digital wallets. You choose when and how you enable them—whether it’s today or down the line as your needs change.

Receivables Online Value Added Solutions
The City is currently using Receivables Online (RO), a web-based receivables management dashboard and account reconciliation application accessed through J.P. Morgan Access®. It combines advanced image and data capture technology to deliver a consolidated view of current-day and long-term remittance data.

In addition to having access to view receivables information online, you can also establish file integration with your system of record to import data for cash application and reconciliation reporting.

A solution for electronic payments
Do you receive electronic payments? Improve your straight-through transaction posting with our Remittance Association solution.

Remittance Association (RA), is an optional value-added service of Receivables Online, that provides reconciliation between ACH and wire payment activity with remittance advices that are received through a separate channel via email. The remittance advices created from client emails and sent to their unique J.P. Morgan email box will be associated to the payment transactions and delivered to the client via data transmission to their ERP.

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Consolidate incoming receivables of checks, ACH, J.P. Morgan Real-Time Payments and wires Figure 13
Receivables Online lets the City view transaction data and images that are stored on a server at the bank. You access the server via the internet, using a standard web browser. Your lockbox images are available after each transaction is completed.

Further, electronic payments are available on a scheduled basis. Images are retained in a high-speed, online storage archive for more than a month. the City may also choose to use our 10-year archive solution, on the same web browser, for your long-term retention needs.

Receivables Online is powered by J.P. Morgan Access, which allows the application to act as your one-stop shop for all of your reporting needs.

Receivables Online Remittance Association
Our offering includes a solution for matching electronic payment activity to the corresponding remittance information.

With Remittance Association, the City can instruct your customers to direct the remittance information intended for an incoming electronic payment to the bank via email.

Using intelligent character recognition, we capture the relevant information from email bodies and/or attachments and systematically match them to incoming ACH and wires. This results in an improved, more highly efficient and straight-through cash posting experience for you.

ADVANTAGES FOR THE CITY. Improve your straight-through cash posting with our Remittance Association solution. Remittance Association automatically associates electronic payment activity to corresponding remittance information sent via email.

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How it works
Remittance Association is a value-added service within Receivables Online that facilitates the reassociation of remittance information that was emailed separately from an electronic payment that our client has received from their customer.

1. Client remitters send electronic payments (ACH, wire or J.P. Morgan Real-Time Payments) and send the associated remittance data to client email or by other means. Remittance can be received by J.P. Morgan in the following ways:
● Email sent directly to J.P. Morgan by client remitter. ● Email received by client and forwarded to J.P. Morgan. ● Client uploads a file or directly enters remittance information online.

2. Email messages and attachments are “read” using character recognition to turn the data into actionable remittance.

3. Using an advanced matching algorithm, remittance data is intelligently matched to your received payments.

4. Exceptions to the automated reconciliation process are presented to the client online, through Receivables Online, for research and repair.

5. Once exceptions have been repaired, a file of all transactions will be delivered to the client (if set up on file transmission service). If not set up for transmission services in Receivables Online, the client can choose to download one of the optional reports to support manually posting or uploading to ERP.

Virtual Reference Number Solution—How it works
Our VRN solution can help alleviate the following common payment challenges:
● Payers making one payment for multiple invoices
● Payers making partial payments for one invoice
● Incomplete information given for payments received
● Identification of client receiving entities to which payments should post Electronic receipts are paid quoting these dedicated VRNs, which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear identification of your payers without the onerous task of manual reconciliation. Here’s how it works:
● We provide you a range of reference numbers to assign to each of your payers and/or receiving entities ● Your customers quote the VRN in place of your account number ● When we receive the payment, we automatically associate the VRN to you and credit your operating account with us

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● Each credit contains the associated VRN to identify the payer/receiver and apply to your accounts receivable
● Access the VRN in the transaction postings to your account—reference numbers are reported on standard reports via J.P Morgan Access, File Transmission and Receivables Online Automating reconciliation with Receivables Online
Integrating our VRN solution with Receivables Online further enhances and automates your reconciliation process.

Our solution incorporates electronic and paper-based receivables data and performs the first level matching against your outstanding invoices.

Our receivables reconciliation solution provides online access to your receipts, performs automated reconciliation with your outstanding accounts receivables, as well as easily facilitates exception identification and reduce error rates.

Virtual Reference Numbers (VRN): process flow and reporting options Figure 14
Although they can be deployed individually, Receivables Online, complemented with our VRN solution, offers the City a powerful and effective way to streamline your receivables reconciliation processes. The VRN solution identifies who has paid while Receivables Online reconciles what has been paid.

Decision Manager
Decision Manager allows the City to configure rules to stop payments from being processed through the lockbox if they meet your defined criteria.

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How Decision Manager works
Figure 15
Decision Manager is flexible and provides options for criteria:
● Check only transaction
● Missing data
● Unbalanced amounts
● Stop/Go file exceptions
View exception items and make deposit decisions on the same day to provide any missing data required to post the transaction. You can add or delete additional rows of remittance data as part of the decision process.

If you choose not to have us deposit a specific transaction, your staff indicates a “reject” decision and that transaction is mailed back to you unprocessed.

Decision Manager displays a notification if another authorized user is already working the transaction. The notice indicates which user is working on the transaction and allows it to be unlocked to override access.

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Decision Manager exception process
Figure 16
Exceptions are managed within Receivables Online and allows the City to review and decision exception items that would otherwise be forwarded as unprocessed work.

We identify exception items during lockbox processing and then present to you same day on Receivables Online.

Use this online tool to determine if the payment should be accepted or rejected and mailed back to you. You have up to 120 hours from capture to provide instructions to our lockbox team.

Remote Deposit Capture/Remote Lockbox Capture—for Mobile Mobile capabilities provide another efficient and cost-effective electronic alternative to paper deposits.

To extend the reach of a remote deposit service to the point of check receipt, use our remote capture service available on mobile devices.

It only requires a compatible smartphone or tablet, connectivity service plan, a wireless signal, and a J.P. Morgan demand deposit account.

Our mobile remote capture service is fully integrated with our desktop solution providing the same features and functionality.

To maximize organizational efficiencies, use desktop scanners and the mobile solution together or stand alone.

Remote Deposit Capture—Mobile
Use Remote Deposit Capture service in
the U.S.:

For U.S. accounts, checks must be:
 Checks must be scanned from a U.S.
location.
 Drawn on a U.S. financial institution.
 In U.S. funds.
 Deposited into a J.P. Morgan U.S.-
domiciled DDA

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Remote Deposit Capture Mobile provides you an intuitive and easy to use solution • Employees in the field photograph and capture checks for deposit to your J.P. Morgan DDA • Optional user fields allow data entry of additional deposit information (numeric, alpha, alphanumeric, amount, or date fields) that flows through with the associated check image • The check image and/or document is uploaded and transmitted to the bank for processing • Review 14-day deposit history on the mobile device
• Access remote captured images in the online repository up to 10 years • No sensitive data is stored on the mobile device once a deposit is completed • The intuitive solution requires minimal training or support ACH eLockbox Transaction Repair
Transaction Repair is an option through J.P. Morgan Access that streamlines the exception process. Use Transaction Repair to review and repair exception items online for faster posting to your back-office system.

We match incoming transactions against your posting rules (e.g., customer reference number or account number) and send you a list of exceptions to review and repair online via the online portal to facilitate posting.

Transaction Repair allows you to return transactions you cannot post or submit notifications of change electronically to the originators to correct future transactions to improve straight-through processing.

Additionally, you can:
● Act on and validate payments from your customers to accept incoming CIE, CCD, CCD+, CTX, web, TEL, PPD and PPD+ transactions
● Automatically receive and review transactions that don’t meet your edit/validation instructions and correct these transactions securely online
When we receive your online corrections by the established cutoff time, we will remit the corresponding payments to you in your designated eLockbox posting file that same day. Further reduce future exceptions with our Auto Repair feature, where any repairs you make will be automatically applied to any future incoming items with that same erroneous information.

ACH eLockbox Transaction Review and Repair: How it works Figure 17
Auto Repair Option: Let us correct and repair transactions automatically and then send to you for automatic posting.

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J.P. Morgan Concourse
J.P. Morgan Concourse™ is an end-to-end, digital, omni-channel solution. It provides the City with a seamless digital payout experience that lets you directly connect with your customers and suppliers through multiple channels, including a City-branded online and mobile portal that we host securely.

Concourse provides the City with an incredible amount of flexibility, including multiple payment methods, comprehensive reporting and integration options.

As a solution we fully own and support, Concourse delivers J.P. Morgan’s payment processing excellence, security and expertise to the City, providing you with a single end-to-end access point.

Helping clients meet their objective to own the customer experience The payments ecosystem is evolving faster than ever, and the City needs a provider that helps manage complexity and oversees your end-to-end payables activity across regions and rails.

Our new digital platform, J.P. Morgan Concourse™, is nimble and integrates disruptive and up-and-coming payments technology as it becomes available. The City is in control, and we can easily add (or remove) the additional methods of payment available as you desire. This flexibility even extends to changing options among different programs to meet respective line-of-business needs where regulatory requirements might exist. This is all available to the City via Concourse, allowing you to make changes on demand.

Providing a streamlined and intuitive user experience to the customer Our Concourse platform offers a modern, intuitive and simple interface to payees receiving payments from the City. Concourse offers automatic payment communications to payees via a City-branded email or SMS text. In addition, a City-branded customer portal is available where payees can review payment details and accept payments through their preferred payment method made by you.

Concourse offers the flexibility for you to initiate payments to your counterparties intelligently and offer them a variety of payment options to choose from.
● You can opt to offer traditional payment methods, such as Check and Same Day or Next Day ACH. ● You may also choose more “instant” options, such as Zelle® and J.P. Morgan Real-Time Payments network or push to a debit card.
● You have the ability to push funds directly to alternative methods of payments, including Venmo or PayPalTM digital wallets.
● In the future, Concourse will also support additional digital wallet capabilities.

We offer a seamless experience for the City’s payees to select their preferred method of payment based on the payment options that you make available. Whether that individual is representing themselves or their business, our model is designed to support the City’s beneficiaries.

You can customize the payment reference information to make information available to payees in the Concourse interface, including adding specific legal verbiage or marketing adage.

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Concourse provides you the ability to apply customized content and styling to your payee facing portal while supporting multiple languages, such as English, French and Spanish.

Account Validation Service
As reliance on electronic payments continues to grow, so does the need to validate and authenticate payment data. Our industry-leading Account Validation Service (AVS) allows you to originate payments with confidence, combatting fraudsters and reducing risk.

AVS is a routing engine and service offering for validating counterparty payee information using the bank’s Early Warning® databases. Using data provided by you, the service verifies the status and/or ownership of a U.S. demand deposit account (DDA).

AVS offers:
● Account Verification: Uses bank routing and account number to provide real-time account status for consumer and business accounts ● Owner Authentication: Confirms customer and business identities and enables clients to confirm account owner or authorized user Account Verification and Owner Authentication are not required to be done together.

Additionally, Account Validation Services:
● Enables proactive validation of accounts and does not rely upon a single data provider ● Offers a waterfall approach, which allows querying across multiple data providers, expanding reach ● Queries J.P. Morgan proprietary data—both credit and debit ACH transactions ● Offers a complete solution set to meet your account validation requirements and to satisfy compliance requirements with the Nacha WEB Debit rule
AVS for the U.S.
government
In 2023, the United States
Treasury Department
selected J.P. Morgan to
provide Account Validation
Services to federal
government agencies after a
competitive selection process.

Using our advanced
technology, we will verify
critical payment information for
the U.S. government before
payments are issued.

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Act to combat fraudsters and reduce risk with J.P. Morgan Account Validation Services Figure 18
Our solution allows for integration through multiple interface options, including API, file transmission or through manual single- or batch-level entry of inquiries into our J.P. Morgan Access online portal. Although we see that most clients only implement and leverage a single connectivity method, all three connectivity options can be used alone or in conjunction with each other and will leverage a range of data elements for the following attributes:
● Verify ABA and account number
● Verify account open or closed status
● Verify historical risk on accounts
Our AVS solution was built specifically to allow us to offer validation services to our client base without being tied to a single data or service provider. AVS optimizes the flow of information and real-time validation by leveraging multiple data sources, including proprietary J.P. Morgan ACH and account data, Early Warning and additional third-party fintech services and micro deposits to increase validation rates.

J.P. Morgan Entity Validation Services (EVS) overview
J.P. Morgan Entity Validation Services (EVS) delivers a convenient and secure method to help verify individual identity or business entity information in connection with your payments initiated through J.P. Morgan to help prevent fraud and manage risk.

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Consider the following uses for EVS as you think of fortifying your business processes Figure 19
EVS provides two key verification functions
Identity Verification automates the verification of your individual client’s or counterparty’s personal identity data such as name, date of birth, address and government issued ID number(s) against internal and thirdparty sources prior to onboarding and initiating payments.

Business Verification automates the verification of a business entity’s data such as a business’ name, registered principal business address and government issued ID number(s). Also, you can expect verification of submitted related parties such as Underlying Beneficial Owners of the business and authorized signers.

How EVS works
Figure 20
(1) May include underlying variance details, third party summary score, third party reason indicators

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Help your business operate more smoothly—and securely
EVS offers many advantages to help your business:
● Mitigates the risk of fraud: Verify identity of those that you do business with—in real time—to onboard counterparties onto payments platform
● Detect potential fraud: Review information from payee change requests before updating details, mitigating risk of redirection of funds to unauthorized recipients ● Increase operational efficiency: Custom response mapping to support client decisioning based on internal payment risk tolerance, reducing operating costs of manual reviews ● Accelerate expansion of marketplace solutions: Validate counterparties for successful onboarding to your platform and be ready to sell and receive payments ● Enhanced security: EVS uses J.P. Morgan’s global network of trusted data sources and does not retain personally identifiable information
Make EVS work for you
Figure 21
Notice: These services are not intended to, and do not, satisfy any regulatory or other requirements for the establishment or maintenance of any Sanctions, Anti-Money Laundering, or Know-Your-Customer program. Clients using entity validation service products remain subject to and solely responsible for compliance with their own regulatory and sanctions obligations. Use of the services does not constitute a guarantee that transactions will be processed for verified or screened counterparties.

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K. Additional Services | 91 |
Improve your corporate travel and expense experience
with J.P. Morgan for Oracle Fusion Cloud ERP
Take advantage of the collaborative strength and experience of two industry leaders to help eliminate manual reporting and speed up approvals.

Oracle Corporation is collaborating with J.P. Morgan Commercial Card to enable expense creation using near real-time transaction authorization data for common clients of Oracle Fusion Cloud Expenses and Commercial Card.

The bottom-line benefits
● Save time with automated expense entry and submission with conversational experience
● Take advantage of native integrations for automatic expense creation and faster payment
● Increase security with robust policy controls and exception management
● Stay informed with near real-time card charge alerts that capture expense items globally 24 hours a day, 7 days a week, 365 days a year.

Features
● Brand new mobile-driven, conversational experience
● Touchless Expenses with J.P. Morgan commercial cards
 Mobile notifications on card charge and automatic expense entry creation with charge time, location, merchant, expense type and amount
 Expenses guided assistant prompts employees to review charges recorded, provide justification and submit for fast reimbursement
● Exception-based approvals process—managers review/approve just the exceptions based on companyspecific policies How it works
Commercial Card will stream the City’s card authorization data to Oracle Fusion Cloud Expenses on a near realtime basis using Webhook API integration.

Users will be notified on the Oracle Expenses application when the expense report is created and they will be allowed to add specific details to these expenses.

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K. Additional Services | 92 |
When Oracle Expenses receives settlement data from J.P. Morgan Commercial Card (via VCF or CDF file), expenses will be finalized and submitted for approval based on the automatic submission settings in the Expenses application.

Touchless Expenses—detailed process flow
Figure 22
Integration is included at no additional cost to existing users of Oracle Expenses and J.P. Morgan Commercial Card.

Integration Benefit only available for clients with a J.P. Morgan Card program To improve the corporate T&E experience, J.P. Morgan sends real-time credit card charge notifications to Oracle.

The service will enable real time expense creation as the transactions occur, eliminating manual reporting and speeding up expense report submission and approvals.

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K. Additional Services | 93 |
Oracle Cloud ERP—Touchless Expenses with integrated Corporate Card services Figure 23
A new Mobile Expense experience with J.P. Morgan Commercial Card and Oracle Fusion Expenses enables realtime alerts to capture employee card charges during travel and eliminate manual expense filing. The Oracle Expenses application immediately records the charges, matches the expense with the final charge once posted, and allows the employee to automatically submit the expense report. This application helps Employees get paid faster because of the end-to-end automation with wallet providers, issuing banks, payment networks and Oracle technology reducing the complexity and streamlining the approvals.

Commercial Card will stream the City’s card authorization data to Oracle Fusion Cloud Expenses on a near realtime basis using Webhook API integration.

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K. Additional Services | 94 |
How do Touchless Expenses work with J.P. Morgan and Oracle Fusion Cloud? Figure 24

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L. Conversion | 95 |
L. Conversion

1. Describe a conversion plan to transfer assets of the City to your financial institution.

As a current client, you avoid a time-consuming and costly conversion process—and a potential disruption in service—by choosing to retain us as your banking services provider. Your employees can focus their valuable resources on other projects, which ultimately saves you significant work, time and money.

Some of the advantages for The City are that accounts and processes do not change. Your previously established client service and implementation teams continue to support you. Because they already are familiar with your accounts and operations, they don’t require the learning curve of a new provider. You don’t need to assemble a transition team or train employees on a new service. Another benefit of renewing the contract with J.P. Morgan is that you avoid many of the burdensome procedures and costs associated with switching financial service providers.

2. What lead-time do you expect will be necessary before the conversion begins? If you decide to add more complex services, we work with you to implement them. An onboarding specialist, who has end-to-end ownership and accountability for the process, is responsible for communicating regularly with you and coordinating activities. This onboarding specialist makes sure that documentation is validated and linked to your account across the bank. They will contact your designated representative(s) to complete all required documentation and determine specific product instructions. Regular, often weekly, meetings occur to share information and measure progress. The onboarding specialist works with you to establish timelines for additional phases of service and then coordinates with the appropriate teams across both organizations to complete the setup. For simple requests, or to add incremental services, we apply our proven implementation approach to add products and services in a structured and efficient manner, with minimal disruption to your business.

In 2023, nearly 90 percent of our commercial banking clients responding to a post-implementation survey rated their overall experience as very good to exceptional. We constantly work to improve the implementation experience by obtaining and addressing client feedback.

3. Indicate your plans for educating and training the City employees in the use of your systems, and for providing support after the implementation.

We offer the City a variety of methods for training, including webinars, phone and short step-by-step prerecorded videos without cost.

Receive the training you need
Store/location deposit preparation process
Receive a number of materials during the initial implementation meeting, including deposit preparation procedures

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L. Conversion | 96 |
Receive the training you need
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 Additionally, instructor-led sessions are available on many of our products including Receivables Online and Remote Deposit Capture

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References | 97 |
References
Number of years engaged in providing the services included within the scope of the specifications under the present business name:

Within Commercial Banking’s Treasury Services business, the public sector is a key industry segment in which J.P. Morgan continues to invest and enjoy ongoing growth. Our Government Specialized Industry segment provides financial solutions such as tax processing and general banking services to more than 2,100 clients at the state and local government levels for more than 55 years.

Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included with the scope of the specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

Reference No. 1:

Agency Name City of Pleasanton
Contact Name Susan Hsieh, Director of Finance
Telephone & Email (925) 931-5408, [email protected] Street Address 123 Main St
City, State, Zip Code Pleasanton, CA 94566
Description of services provided including contract
amount, when provided and project outcome
Banking (branch, vault, wires, ACH, lockbox, RLC,
eLockbox, RDC) and Merchant Services from 2015
Reference No. 2:

Agency Name City of Upland
Contact Name Saleha Kazmi, Accounting Supervisor
Telephone & Email (909) 931-4360, [email protected]
Street Address 460 N Euclid Ave.

City, State, Zip Code Upland, CA 91786
Description of services provided including contract
amount, when provided and project outcome
Banking (branch, vault, wires, ACH, lockbox, eLockbox,
ICL, RDC) and Merchant Services from 2015

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References | 98 |
Reference No. 3:

Agency Name City of Newport Beach
Contact Name Jessica Kan, Revenue Manager
Telephone & Email (949) 644-3153, [email protected] Street Address 100 Civic Center Drive
City, State, Zip Code Newport Beach, CA 92660
Description of services provided including contract
amount, when provided and project outcome
Banking (branch, vault, Wires, ACH, eLockbox, ICL,
RDC) and Merchant Services from 2020

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-16-

STATEMENT OF PAST CONTRACT DISQUALIFICATIONS
The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances. ◼ Do you have any disqualification as described in the above paragraph to declare? Yes q No q
◼ If yes, explain the circumstances.

Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________
Signature of Authorized Proposer Representative
5/28/2025
Sean Hennessy, Authorized Officer
JPMorgan Chase Bank, N.A.
300 S Grand Ave, Floor 3 Los Angeles, CA 90071
✔

Page 250 of 658 ends

JAMES CALUCIN
Treasury Management Officer
300 S Grand Ave, Floor 3
Los Angeles, CA 90071
(213) 621-8437
[email protected]

SEAN HENNESSY
Relationship Executive
300 S Grand Ave, Floor 3
Los Angeles, CA 90071
(213) 621-8187
[email protected]

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Appendices
Proposal for
San Luis Obispo

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Appendix 1
Pricing pro forma

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Pricing quoted herein is valid for 60 days from the date of this presentation Pro Forma Analysis
May 2025
AFP Number of Units
Unit
Price
Charge For
Service

ACCOUNT SERVICES
1005 - ACCOUNT MAINTENANCE 010000 0 $10.0000 $0.00
1006 - ACCT MAINT-INT 010010 0 $50.0000 $0.00
1008 - ACCT MAINT-INT ADJ BAL 010010 1 $25.0000 $25.00
1010 - STATEMENT CYCLES 010307 1 $0.0000 $0.00
1756 - ONLINE AUDIT CONFIRMATIONS 010630 0 $25.0000 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 450 $0.0500 $22.50 7641 - DEBIT POSTED - ELECTRONIC 010100 100 $0.0500 $5.00 8007 - VIRTUAL REFERENCE MAINTENANCE 010040 0 $1.5000 $0.00 Subtotal $52.50

ACH PAYMENTS
5149 - CQP ZELLE TRANSACTION 250101 0 $0.6500 $0.00
7967 - CQP ZELLE DEBIT CARD TRANS 250101 0 $0.6500 $0.00 Subtotal $0.00

AUTOMATED CLEARING HOUSE
1112 - ARC DEBIT ORIGINATED 25010F 0 $0.0350 $0.00
1113 - ARC SWAP OF DATA 251070 0 $0.3000 $0.00
1132 - REMOTE DEPOSIT ACH ITEM 25010F 0 $0.0900 $0.00
1152 - REMOTE DEPOSIT ACH MAINT 250000 0 $20.0000 $0.00 2695 - ACH MAINTENANCE 250000 0 $25.0000 $0.00
2700 - CREDIT ORIGINATED 250101 0 $0.0300 $0.00
2705 - DEBIT ORIGINATED 250100 0 $0.0300 $0.00
2710 - DELETION / REVERSAL - MANUAL 250620 0 $30.0000 $0.00 ** 2714 - ACH IMPLEMENTATION-DIRECT SEND 251000 0 $1,000.0000 $0.00 2716 - CREDIT RECEIVED 250201 250 $0.0300 $7.50
2717 - DEBIT RECEIVED 250200 250 $0.0300 $7.50
2720 - RETURN ITEM 250302 7 $2.5000 $17.50
2722 - NOTIFICATION OF CHANGE 251070 17 $0.1500 $2.55
2729 - RETURN NOTIFICATION - ONLINE 250400 7 $1.0000 $7.00 2730 - NOTIF OF CHANGE - ONLINE 250400 17 $0.5000 $8.50 2732 - ELOCKBOX FILE PROCESSING 250501 21 $4.0000 $84.00 2740 - RETURN ITEM REDEPOSIT 250310 1 $3.5000 $3.50
2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1,550 $0.0500 $77.50 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 650 $0.0500 $32.50 2746 - JPM ACCESS ACH MAINTENANCE 250000 2 $8.0000 $16.00 2751 - ELOCKBOX RETURN - ELECTRONIC 250302 0 $2.5000 $0.00 2752 - ELOCKBOX NOC - ELECTRONIC 251070 0 $2.5000 $0.00 2753 - DELETION / REVERSAL - ELEC 250620 0 $5.0000 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 0 $5.0000 $0.00
2796 - ADDENDA RECORD ORIGINATED 250120 5 $0.0300 $0.15 2809 - NOTIF OF CHANGE - EMAIL 251070 17 $0.5000 $8.50
2810 - RETURN NOTIFICATION - EMAIL 250400 3 $1.5000 $4.50 2814 - NOTIF OF CHANGE - TRANSM 251070 0 $3.0000 $0.00
2860 - TRANSACTION BLOCK MAINTENANCE 251050 1 $5.0000 $5.00 2861 - ACH TRANS BLOCK AUTHORIZED ID 251051 46 $0.2500 $11.50 ** 5488 - ELOCKBOX IMPLEMENTATION 251000 0 $500.0000 $0.00 5489 - ELOCKBOX MAINTENANCE 250000 1 $15.0000 $15.00
5490 - ELOCKBOX TRANSACTION RECEIVED 050300 1,600 $0.0300 $48.00 5491 - ELOCKBOX TRANSACTION REFORMAT 050311 1,629 $0.0000 $0.00 5493 - ELOCKBOX ADDENDA RECEIVED 250220 0 $0.0200 $0.00 5497 - ELOCKBOX TRN REPAIR MAINT 250000 0 $95.0000 $0.00 5498 - ELOCKBOX TRN REPAIR ITEM EDIT 359999 0 $0.5000 $0.00 7629 - ACH POSITIVE PAY EXCEPTION 250670 0 $2.0000 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0 $0.5000 $0.00 8020 - ACH ORIGINATED SAME DAY DEBIT 250100 0 $0.5000 $0.00 8021 - ACH ONLINE SAME DAY CREDIT 250101 5 $0.7500 $3.75 8022 - ACH ONLINE SAME DAY DEBIT 250100 0 $0.7500 $0.00 Subtotal $360.45

BAI/SWIFT/ISO REPORTING
3653 - H2H FILES TRANSMITTED OVER 67 4004ZZ 23 $0.0000 $0.00 3654 - H2H FILES TRANSMIT OVER 500KB 4004ZZ 0 $5.0000 $0.00 6080 - H2H CURRENT DAY MONTHLY SVC 4004ZZ 0 $150.0000 $0.00 6085 - H2H ACCOUNTS REPORTED 4004ZZ 1 $10.0000 $10.00
6093 - H2H CHECK ITEMS REPORTED 400632 700 $0.0500 $35.00 6094 - H2H TRANS DETAIL REPORTED 400632 3,000 $0.0500 $150.00 6095 - H2H NON-CHECK ITEMS REPORTED 400632 800 $0.0500 $40.00 Subtotal $235.00
Service Analysis*
Service Description

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BALANCE BASED CHARGES
35 - BALANCE BASED CHARGES
2 000230
1 Balance Based

BANKING CENTER SERVICES
1306 - BRANCH CREDITS POSTED 100000 20 $2.5000 $50.00
1316 - BRANCH DEPOSIT-BAGGED COIN 1000120 $7.5000 $0.00 1317 - BRANCH COIN DEPOSIT FULL BAG 100014
0 $2.0000 $0.00
1318 - BRANCH ORDER - COIN ROLL 1000445 $0.1500 $0.75
1319 - BRANCH ORDER CURRENCY STRAP 10004A8 $0.5000 $4.00 1320 - BRANCH DEPOSIT IN NON STD BAG 1000120 $2.0000 $0.00 1332 - BRANCH DEPOSIT ADJUSTMENT 1005001 $5.0000 $5.00
1333 - BRANCH ORDER PROCESSED 100040
3 $3.0000 $9.00
7173 - NIGHT DROP CASH VERIFICATION 1000000 $0.0030 $0.00 7174 - TELLER LINE CASH VERIFICATION 100000 6,700 $0.0070 $46.90 Subtotal $115.65

DEPOSITORY SERVICES
501 - CHECK DEPOSITED-ON US 100220 850 $0.1000 $85.00
513 - CHECK DEPOSITED-TRANSIT 100224 818 $0.1200 $98.16 519 - IMAGE GROUP ONE 1002140 $0.0400 $0.00
520 - ON-US STANDARD 1002100 $0.0400 $0.00
521 - IRD PERIOD ONE 1002140 $0.0400 $0.00
524 - FILE TRANSMISSION REC.- VPN 1013210 $150.0000 $0.00 526 - IMAGE GROUP TWO 1002140 $0.0400 $0.00
528 - IMAGE GROUP TWO - TIER 2 1002140 $0.0400 $0.00
541 - REMOTE DEPOSIT CAPTURE ITEM 1013100 $0.1500 $0.00 548 - REMOTE DEPOSIT CAPTURE MAINT 1013000 $50.0000 $0.00 746 - ON US PREMIUM 1002100 $0.0400 $0.00
748 - ICL DEPOSIT LATE 1002000 $2.0000 $0.00
751 - IMAGE GROUP ONE - PERIOD TWO 1002000 $0.0400 $0.00 752 - IMAGE GROUP ONE - PERIOD THREE 1002000 $0.0400 $0.00 756 - ICL DEPOSIT STANDARD 1002000 $1.2500 $0.00
757 - IMAGE QUALITY SUSPECT ITEMS 1002000 $0.2500 $0.00 758 - NON-CONFORMING IMAGE ITEMS 1002000 $5.0000 $0.00
759 - ICL DEPOSIT EARLY 1002000 $1.0000 $0.00
760 - ACH ELIGIBILITY TESTING/FILTER 3599990 $0.0030 $0.00 1390 - REMOTE DEPOSIT CAPTURE MOBILE 1013000 $1.0000 $0.00 1400 - CREDITS POSTED 010101 200 $0.5000 $100.00
1435 - RETURN ITEM 100400 10 $8.0000 $80.00
1437 - RETURN MULTIPLE LOCATIONS 1004300 $0.6000 $0.00
1438 - RETURN ALTERNATE ADDRESS 1004010 $2.5000 $0.00
1439 - RETURN EXPEDITED DELIVERY 1004030 $1.0000 $0.00
1440 - RETURN PHONE NOTIFICATION 1004200 $20.0000 $0.00 1441 - RETURN FAX COPY 1004150 $5.0000 $0.00
1446 - RETURN IMAGE 1004150 $1.0000 $0.00
1448 - RETURN DETAIL REPORTING 1004110 $0.3000 $0.00
1449 - RETURN SINGLE ITEM ADVICE 1004010 $2.0000 $0.00
1450 - RETURN ITEM REDEPOSIT 1004020 $5.0000 $0.00
1452 - RETURN - EMAIL NOTIFICATION 100415 10 $1.0000 $10.00 Subtotal $373.16

DISBURSEMENT SERVICES
1321 - CHECK CASHING NON-ACCT HOLDER 1505010 $15.0000 $0.00 2320 - STOP PAYMENT - MANUAL 1504200 $40.0000 $0.00
2321 - RANGE STOP PAYMENT-ELECTRONIC 1504100 $50.0000 $0.00 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 100 $2.0000 $200.00 2370 - CHECK / DEBIT POSTED 010100 700 $0.1000 $70.00
3470 - CHECK PRINT MAINTENANCE 1500400 $65.0000 $0.00
** 3471 - TS PRNT OUTSRCING SETUP 1518800 $5,000.0000 $0.00 3472 - CHECK PRINT ITEM-JPM ACCT 1518100 $0.6500 $0.00
3475 - CHECK PRINTING ADDL PAGE 1518300 $0.2000 $0.00
3480 - CHECK PRINT INPUT FILE 1518000 $10.0000 $0.00
3487 - CHECK PRINT POSTAGE 1518500 $0.5699 $0.00
3488 - CHECK PRINT FOREIGN POSTAGE 1518500 $1.3388 $0.00 3495 - IMAGE STORAGE PER ITEM 151351 700 $0.0200 $14.00 6618 - CHECK INQUIRY MAINTENANCE 1504001 $5.0000 $5.00
6625 - EXCEPTION NOTIFICATION - ACCT 1500301 $5.0000 $5.00 6639 - STOP PAYMENT - ELECTRONIC 150410 10 $5.0000 $50.00 6641 - DATA DOWNLOAD 2003060 $20.0000 $0.00
7715 - CHECK PRINT DIRECT ENTRY 1518100 $3.0000 $0.00
7735 - RETURN ITEMS 1503200 $9.0000 $0.00
7772 - CHECK PRINT ONLINE MAINT 1500400 $75.0000 $0.00
7773 - CHECK PRINT FILE UPLOAD 1518000 $10.0000 $0.00
Subtotal $344.00

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INT REC & PAY - COLLECT
6158 - REMOTE LOCKBOX CAPTURE MAINT 101300 0 $25.0000 $0.00 6159 - REMOTE LOCKBOX CAPTURE ITEM 101320 0 $0.1000 $0.00 6161 - REMOTE LOCKBOX CAPTURE REJECT 050530 0 $0.5000 $0.00 6872 - REMOTE LOCKBOX CAPTURE MOBILE 101300 0 $1.0000 $0.00 Subtotal $0.00

INT REC & PAY - RECONCILE
6193 - ENTITY MANAGEMENT MAINTENANCE 050400 0 $50.0000 $0.00 6194 - ENTITY ENHANCEMENT 050121 0 $0.0600 $0.00
6200 - SUPPLEMENTAL DATA ENTRY 059999 0 $0.0600 $0.00
6201 - ENTITY RECORD STORAGE 059999 0 $0.0300 $0.00
6810 - REMITTANCE ASSOCIATION MAINT 059999 0 $200.0000 $0.00 6858 - REMITTANCE AUTO-ASSOCIATION 059999 0 $0.1500 $0.00 6859 - REMITTANCE CAPTURED - EMAIL 059999 0 $0.1000 $0.00 Subtotal $0.00

INT REC & PAY - REPORT
6179 - RECEIVABLES MAINT - ONLINE 050005 1 $25.0000 $25.00 6185 - EXTENDED IMAGE STORAGE 050428 0 $0.0050 $0.00
6187 - LONG TERM STORAGE - CHECK 050620 2,600 $0.0200 $52.00 6188 - LONG TERM STORAGE - DOCUMENT 050620 3,200 $0.0200 $64.00 6191 - ALERTS - PER ALERT 011021 0 $1.0000 $0.00
6198 - RECEIVABLES MAIN - REPORTS 05031Z 0 $15.0000 $0.00 6280 - RECEIVABLES MAINT - RETURNS 100416 0 $15.0000 $0.00 6800 - TRANSMISSION MAINT - INBOUND 050400 0 $125.0000 $0.00 6844 - RECEIVABLES PRESENTMENT MAINT 409999 0 $200.0000 $0.00 6846 - LONG TERM STORAGE - PAYMENT 050620 0 $0.0500 $0.00 6852 - TRANSMISSION MAINT - DATA 050400 1 $75.0000 $75.00 6853 - TRANSMISSION PER ITEM - DATA 050401 5,700 $0.0300 $171.00 6854 - RECEIVABLES MAINT - DOWNLOADS 050406 0 $35.0000 $0.00 6855 - TRANSMISSION MAINT - IMAGE 050420 0 $200.0000 $0.00 6856 - TRANSMISSION PER ITEM - IMAGE 050420 0 $0.0600 $0.00 Subtotal $387.00

INTERNATIONAL SERVICES
3941 - DEPOSITED CHECK - CANADIAN 609999 0 $8.0000 $0.00 Subtotal $0.00

JPMORGAN ACCESS
6040 - MONTHLY SERVICE 401000 1 $20.0000 $20.00
6041 - ACCOUNTS REPORTED 40044Z 1 $12.5000 $12.50
6043 - TRANSACTIONS REPORTED - 45 DAY 40066Z 0 $0.0700 $0.00 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 0 $0.2000 $0.00 6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 0 $0.2800 $0.00 6051 - TRANSACTIONS REPORTED - 2 YEAR 40066Z 1,450 $0.2100 $304.50 6053 - EXTENDED TRANSACTION DETAIL 40066Z 4,700 $0.0000 $0.00 8232 - REPORTING EMAIL DELIVERY 40044Z 0 $0.0000 $0.00
Subtotal $337.00

LIQUIDITY SERVICES
7843 - INVESTMENTS VIA CLIENT ACCESS 999999 1 $0.0000 $0.00 Subtotal $0.00

MANAGED SERVICES
9091 - CONCOURSE MONTHLY SUBSCRIPTION 320000 0 $750.0000 $0.00 9092 - CONCOURSE LIVE AGENT CALL/CHAT 329999 0 $2.7500 $0.00 9093 - CONCOURSE AUTOMATED CALL/CHAT 329999 0 $0.1300 $0.00 9101 - CONCOURSE EXPRESS 320000 0 $350.0000 $0.00
Subtotal $0.00

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OTHER CHARGES AND CREDITS
8809 - RESEARCH ADJUSTMENT CREDIT 999999 0 $0.0000 $0.00 8810 - RESEARCH ADJUSTMENT DEBIT 999999 0 $0.0000 $0.00 Subtotal $0.00

OTHER PRODUCT SERVICES
7953 - AVS MICRO DEPOSIT 250101 0 $0.4000 $0.00
7954 - AVS STANDARD 250101 0 $0.4000 $0.00
7990 - INDIVIDUAL VALIDATION - US 329999 0 $0.7500 $0.00 7991 - BUSINESS VALIDATION - US 329999 0 $3.0000 $0.00
8721 - ACCOUNT CONFIDENCE SCORE 450012 0 $1.0000 $0.00
Subtotal $0.00

REAL-TIME PAYMENTS
6890 - RTP ORIGINATED TRANSACTION 350580 0 $1.0000 $0.00 Subtotal $0.00

RECEIPTSTREAM/ENH REC SVCS
2642 - EDI ACCOUNT FEE 300010 0 $50.0000 $0.00
Subtotal $0.00

RECONCILIATION SERVICES
3205 - FULL RECONCILEMENT - PER ITEM 200110 0 $0.0500 $0.00 3207 - FULL RECONCILEMENT - MAINT 200010 0 $50.0000 $0.00 3209 - PARTIAL RECONCILEMENT - MAINT 200020 1 $20.0000 $20.00 3210 - PARTIAL RECONCILIATION-PER ITM 200120 0 $0.0500 $0.00 3228 - PAYEE NAME VERIFICATION 150122 700 $0.0100 $7.00 3262 - POSITIVE PAY MAINTENANCE 150030 1 $0.0000 $0.00
3263 - EXCEPTION ITEM 150300 5 $2.5000 $12.50
3271 - ISSUE INPUT FILE WITH RECON 200201 11 $5.0000 $55.00 3272 - CHECK EXCEPTION RETURN 150320 2 $10.0000 $20.00
3291 - OUTPUT FILE 200301 40 $10.0000 $400.00
3293 - EXCESSIVE ARP REJECTS 200209 0 $2.0000 $0.00
3294 - DATA ENTRY - MANUAL 200209 3 $2.0000 $6.00
3322 - DEPOSIT RECON MAINTENANCE 100600 0 $75.0000 $0.00 3325 - DEPOSIT RECON ITEMS 100610 0 $0.1000 $0.00
3376 - ARP CUSTOM REPORT 200324 0 $35.0000 $0.00
3386 - IMAGE CAPTURE PER ITEM 151351 700 $0.0200 $14.00 Subtotal $534.50

SCANNABLE LOCKBOX
6107 - SNLB SCANNABLE ITEM 050101 2,300 $0.5000 $1,150.00 6108 - SNLB OCR DOCUMENT 050122 2,780 $0.1000 $278.00
6141 - SNLB OCR DOC IMAGE CAPTURE 05011R 2,780 $0.1500 $417.00 6142 - SPECIAL IMAGE HANDLING 05011R 0 $0.2000 $0.00
6209 - SNLB SORT - MANUAL 050113 0 $0.2100 $0.00
6210 - SNLB BALANCING 05011P 2,650 $0.1500 $397.50
6255 - SNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 Subtotal $2,242.50

VAULT SERVICES
1310 - VAULT DEPOSIT 100100 220 $1.5000 $330.00
1459 - VAULT DEPOSIT PER $1,000 10011Z 26 $0.8500 $22.10 1461 - VAULT DEPOSIT RECEIPT MAILERS 100154 0 $0.7500 $0.00 1475 - VAULT DEPOSIT ROLLED COIN 100110 0 $0.2000 $0.00 1476 - VAULT ORDER COIN ROLLS 100144 0 $0.1500 $0.00
1477 - VAULT ORDER - COIN ROLL BOX 100146 0 $0.1200 $0.00 1479 - VAULT ORDER COIN BAG LOOSE 100147 0 $3.7500 $0.00 1495 - VAULT STANDARD ORDERS 100141 0 $7.0000 $0.00
1497 - VAULT ORDER CURRENCY STD STRAP 10014A 0 $0.6500 $0.00 1498 - VAULT EXPEDITED SPECIAL ORDERS 100143 0 $30.0000 $0.00 1499 - VAULT ORDER CURR NON STD STRAP 100148 0 $0.0500 $0.00 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 15 $7.5000 $112.50 1525 - VAULT DEPOSIT STD COIN BAG 100113 3 $2.5000 $7.50 1535 - VAULT ENVELOPE DEPOSIT VERIF 100104 0 $2.0000 $0.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1 $5.0000 $5.00
1623 - REMOTE CASH CAPTR DEP PER $1K 100100 0 $0.7500 $0.00 1641 - REMOTE CASH CAPTR PER LOC FEE 100100 0 $100.0000 $0.00 Subtotal $477.10

Page 257 of 658 ends

WHOLESALE LOCKBOX
6101 - LOCKBOX - MAINT 050001 1 $200.0000 $200.00
6102 - WNLB ADDITIONAL DAILY DEPOSIT 050302 1 $25.0000 $25.00 6103 - WEEKEND PROCESSING 050136 0 $50.0000 $0.00
6106 - WHOLESALE ITEM 050100 300 $0.8500 $255.00
6114 - UNPROCESSABLE ITEM 050530 0 $1.0000 $0.00
6115 - NO CHECK ITEM 05011M 3 $0.5500 $1.65
6116 - CHECK CLEARING 10021Z 2,650 $0.1000 $265.00
6117 - INCOMING COURIER PACKAGE 05011P 1 $30.0000 $30.00 6120 - CASH PROCESSING 05013B 0 $11.0000 $0.00
6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 6126 - CHECK MICR CAPTURE 050121 2,650 $0.0250 $66.25
6127 - DATA CAPTURE 050126 1,800 $0.0160 $28.80
6135 - PAPER DELIVERY PREP 05011L 0 $2.0000 $0.00
6137 - COURIER DELIVERY SERVICE 050413 0 $10.0000 $0.00 6138 - POSTAGE 050410 0 $0.5699 $0.00
6139 - CLOSED PROGRAM VIEWING 050005 0 $100.0000 $0.00
6140 - DOCUMENT IMAGE CAPTURE 05011R 380 $0.1500 $57.00 ** 6154 - ADDITIONAL PROGRAMMING 050137 0 $150.0000 $0.00 6155 - WNLB SPECIAL PROCESSING MAINT 05011P 0 $100.0000 $0.00 6167 - WNLB >10 ACCEP PAY > 5 UNACCE 050131 0 $1.0000 $0.00 6168 - WNLB 25+ ACCEP PAY 10+ UNACCEP 050131 0 $3.5000 $0.00 6170 - WNLB GROUP/SORTS - COMPLEX 050113 0 $0.6500 $0.00 6171 - WNLB BALANCING 05011P 0 $0.1500 $0.00
6172 - SPECIAL HANDLING OTHER 05011P 0 $1.5000 $0.00
6173 - FORGN ITEMS SENT FOR COLL 050105 0 $10.0000 $0.00 6174 - MULTIPLE DEPOSIT ACCOUNTS 050316 0 $25.0000 $0.00 6245 - DEPOSIT PREPARATION 050301 30 $2.5000 $75.00
6805 - ONLINE DECISION MGR MAINT 050006 0 $250.0000 $0.00 Subtotal $1,003.70
WIRE - U.S.
5822 - ELECTRONIC BOOK DEBIT S/T 350120 1 $3.0000 $3.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0 $7.5000 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 3 $6.0000 $18.00 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0 $17.0000 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0 $12.0000 $0.00 5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0 $17.0000 $0.00 5886 - BOOK CREDIT 350320 1 $3.0000 $3.00
5887 - FED CREDIT S/T 350300 3 $6.0000 $18.00
5888 - FED CREDIT REPAIR 350330 0 $17.0000 $0.00
5889 - CHIPS CREDIT S/T 350300 0 $12.0000 $0.00
5890 - CHIPS CREDIT REPAIR 350330 0 $17.0000 $0.00
5958 - DRAWDOWN BOOK DEBIT 350523 2 $4.0000 $8.00
5980 - ESERVE SDA/SDC USAGE 350580 2 $0.0000 $0.00
Subtotal $50.00
Total Charge for Services $6,512.56

Page 258 of 658 ends

Unit Price 50.0000
Unit Price 0.0000
Flat Charge 25.0000
Unit Price 0.0000
Volume Price
1-3 25.0000
4+ 10.0000
Unit Price 0.0000
Volume Price
68+ 5.0000
Unit Price 0.0000
Flat Charge 150.0000
Unit Price 0.0000
Volume Price
1-999 0.4000
1,000-4,999 0.3800
5,000+ 0.3600
Unit Price 0.0000
Volume Price
1-999 0.4000
1,000-4,999 0.3800
5,000+ 0.3600
Unit Price 0.0000
Volume Price
1-1,000 0.7500
1,001-5,000 0.7300
5,001+ 0.7000
Unit Price 0.0000
Volume Price
1-1,000 3.0000
1,001-5,000 2.9000
5,001+ 2.7500
Unit Price 0.0000
Volume Price
1-499 1.5000
500+ 0.7500
Unit Price 0.0000
Flat Charge 50.0000
Volume Price
101+ 1.0000
Unit Price 0.0000
Volume Price Flat
1-500 750.0000 Y
501-1,000 1000.0000 Y
1,001-3,000 1500.0000 Y
3,001-6,500 3000.0000 Y
6,501+ 5000.0000 Y
REPORTING EMAIL DELIVERY 8232
Tiered
CONCOURSE MONTHLY SUBSCRIPTION 9091
Ranged
CONCOURSE EXPRESS 9101
H2H CURRENT DAY MONTHLY SVC 6080
AVS MICRO DEPOSIT 7953
AVS STANDARD 7954
Ranged
INDIVIDUAL VALIDATION - US 7990
Ranged
Additional Pricing Detail
FILE TRANSMISSION REC.- VPN 524
OUTPUT FILE 3291
Ranged
H2H FILES TRANSMITTED OVER 67 3653
Tiered
BUSINESS VALIDATION - US 7991
Ranged
VIRTUAL REFERENCE MAINTENANCE 8007
Ranged
Pro forma Notes, Assumptions & Disclaimers
ONLINE AUDIT CONFIRMATIONS 1756
Ranged

Page 259 of 658 ends

Unit Price 0.7000
Min Charge 350.0000
* 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. Service codes with volume indicate previous activity on the City's account.
** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis.
2 Balance-based charge calculation (monthly): Average positive ledger balance x charge rate (13bps) x number of calendar days in the month / actual number of days in the year.

Page 260 of 658 ends

Appendix 2
Required Services Pricing worksheet

Page 261 of 658 ends

-17-
Required Services Pricing
Monthly Volume Unit Price Monthly Cost
Account Services
Account Maintenance 1
Debits Posted – Electronic 100
Credits Posted – Other 450
Banking Center Services
Branch Credits Posted 20
Teller Line Cash Verification 6,700
Branch Order Currency Strap 8
Branch Order Processed 3
Branch Order – Coin Roll 5
Vault Services
Vault Deposit 220
Vault Deposit Partial or Mixed Bag 15
Vault Deposit Adjustments 1
Lockbox Services
Lockbox Maintenance 1
Wholesale Item 300
No Check Item 3
Document Image Capture 380
Check MICR Capture 2,650
Data Capture 1,800
Deposit Preparation 30
Check Clearing 2,650

25.0000 0.05000 0.05000 2.50000 0.00700 0.50000 3.00000 0.15000 1.50000 7.50000 5.00000 200.000 0.85000 0.55000 0.15000 0.02500 0.01600 2.50000 0.10000 25.000 5.0000 22.500 50.000 46.900 4.0000 9.0000 0.7500 330.00 112.50 5.0000 200.00 255.00 1.6500 57.000 66.250 28.800 75.000 265.00

Page 262 of 658 ends

-18-
Scannable Lockbox Item 2,300
Scannable Lockbox Balancing 2,650
Scannable OCR Doc Image Capture 2,780
Scannable OCR Document 2,780
Depository Services
Credits Posted 200
Check Deposited 850
Return Item 10
Return Item Email Notification 10
Disbursement Services
Check/Debit Posted 700
Exception Notification 1
Check Inquiry Maintenance 1
Stop Payment – Electronic 10
Stop Payment Automatic Renewal 100
Image Storage Per Item 700
Reconciliation Services
Positive Pay Maintenance 1
Payee Name Verification 700
Exception Item 5
Image Capture Per Item 700
Partial Reconcilement- Maintenance 1
Issue Input File with Recon 11
Data Entry – Manual 3
Output File 40

0.50000 0.15000 0.15000 0.10000 0.50000 0.10000 8.00000 1.00000 0.10000 5.00000 5.00000 5.00000 2.00000 0.02000 0.00000 0.01000 2.50000 0.02000 20.0000 5.00000 2.0000 10.000 1,150.0 397.50 417.00 278.00 100.00 85.00 80.000 10.000 70.000 5.0000 5.0000 50.000 200.00 14.000 0.0000 7.0000 12.500 14.000 20.000 55.000 6.0000 400.00

Page 263 of 658 ends

-19-
Wire Services – US
Electronic Fed Debit S/T 3
Drawdown Book Debit 2
Automated Clearing House Services
ELockbox Transaction Received 1,600
Online portal access ACH Maintenance 2
Debit Originated via Portal 650
Credit Originated via Portal 1,550
ACH Online Same Day Credit 5
Debit/Credit Received 500
Return Item 7
Return Notification 7
ELockbox File Processing 21
Transaction Block Maintenance 1
ACH Transaction Block Authorized ID 46
Online Portal Services
Accounts Reported 1
Transactions Reported – 2 Year 1,450
Extended Transaction Detail 4,700
Monthly Service 1
BAI/SWIFT/ISO Reporting Services
H2H Files Transmitted Over 67 23
H2H Accounts Reported 1
H2H Check Items Reported 700
H2H Transaction Detail Reported 3,000

6.0000 4.0000 0.0300 8.0000 0.0500 0.0500 0.7500 0.0300 2.5000 1.0000 4.0000 5.0000 0.2500 12.5000 0.21000 0.00000 20.0000 0.00000 10.0000 0.05000 0.05000 18.00 8.000 48.000 16.000 32.500 77.500 3.7500 15.000 17.500 7.0000 84.000 5.0000 11.500 12.500 304.50 0.0000 20.000 0.0000 10.000 35.000 150.00

Page 264 of 658 ends

-20-
H2H Non-Check Items Reported 800
Int Rec & Pay Services
Receivables Maint – Online 1
Transmission Maint – Data 1
Transmission Per Item – Data 5,700
Long Term Storage – Check 2,600
Long Term Storage – Document 3,200

0.05000 25.0000 75.0000 0.03000 0.02000 0.02000 40.000 25.000 75.000 171.00 52.000 64.000

Page 265 of 658 ends

Appendix 3
Availability schedules

Page 266 of 658 ends

TREASURY SERVICES
Wholesale Lockbox Services
J.P. Morgan
Accelerated Availability
Schedule

PASADENA, CALIFORNIA
© 2025 J.P.Morgan. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. All services are subject to applicable laws and regulations and service terms. Not all products and services are available in all geographic areas. Eligibility for particular products and services is subject to final determination by J.P. Morgan and or its affiliates/subsidiaries.

J.P. Morgan is licensed under U.S. Patent Numbers 5,910,988 and 6,032,137. Page 267 of 658 J.P. Morgan Accelerated Availability Schedule PASADENA, CALIFORNIA Routing
Number
Deadline
(Military Time)
Availability
(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
0000-0020 0900 0 100% 0 100% 0 100%
0000-0050 0900 0 100% 0 100% 0 100%
0000-0051 0900 0 100% 0 100% 0 100%
0000-0100 0900 0 100% 0 100% 0 100%
0000-0119 0900 0 100% 0 100% 0 100%
0000-0800 0900 0 100% 0 100% 0 100%
0000-9000 0900 0 100% 0 100% 0 100%
0110-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0111-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0112-XXXX 1600 2 100% 0/1 84%/16% 2 100%
0113-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0114-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0115-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0116-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0117-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0118-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0119-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0210-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0211-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
0212-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0213-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0214-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0215-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0216-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0219-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0220-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0223-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0260-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0280-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0310-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0311-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0312-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0313-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0319-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0360-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0410-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0412-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0420-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0421-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0422-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0423-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0430-0009 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0430-0026 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0430-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0432-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0433-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%

MONDAY - FRIDAY SATURDAY SUNDAY

Page 268 of 658 ends

0434-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0440-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0441-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0442-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0510-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0514-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0515-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0519-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0520-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0521-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0522-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0530-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0531-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0532-0001 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0532-XXXX 0500 1/2 84%/16% 0/1 84%/16% 2 100%
0539-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0540-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0550-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0560-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0570-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0610-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0611-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0612-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0613-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0620-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0621-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0622-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0630-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0631-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0632-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0640-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0641-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0642-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0650-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0651-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0652-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0653-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0654-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0655-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0660-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0670-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0710-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0711-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0712-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0719-XXXX 0900 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0720-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0724-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0730-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0739-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0740-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0749-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0750-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%

Page 269 of 658 ends

0759-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0810-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0812-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
0813-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0815-1769 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0815-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
0819-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0820-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0829-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0830-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0839-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0840-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0841-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0842-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0843-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0863-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0865-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
0910-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0911-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0912-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0913-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0914-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0915-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0918-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0919-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0920-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
0921-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0929-XXXX 1600 2 100% 1/2 84%/16% 2 100%
0960-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1010-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1011-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1012-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1019-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1020-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1021-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1022-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1023-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1030-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1031-XXXX 1600 2 100% 1/2 84%/16% 2 100%
1039-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1040-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1041-XXXX 1600 2 100% 1/2 84%/16% 2 100%
1049-XXXX 1600 2 100% 0/1 84%/16% 2 100%
1070-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1110-0002 0200 0/1 84%/16% 0/1 84%/16% 0/1 84%/16%
1110-XXXX 1600 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1111-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1112-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1113-XXXX 0500 1/2 84%/16% 1/2 84%/16% 1/2 84%/16%
1119-XXXX 0500 1/2 84%/16% 0/1 84%/16% 1/2 84%/16%
1120-0015 1600 0 100% 0 100% 0 100%
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8000-XXXX 1600 2 100% 2 100% 2 100%

WHOLESALE LOCKBOX AVAILABILITY SCHEDULE DISCLAIMER
Items available for processing by noon local time (at the processing site) on a banking day are eligible for same day deposit. Items that are available for processing after that time may be deposited on the same banking day if such items are actually processed prior to 4:00 p.m., otherwise, such items will be deposited on the next banking day.

The Federal Reserve banking system does not allow forward processing of any check item over $99,999,999.99. J.P. Morgan will handle any such item as a collection item, with customer credit and availability deferred accordingly.

Domestic checks will be available no later than the second (2nd) business day after the day of deposit.

Availability schedules may be changed without notification.

The information furnished herein by J.P. Morgan is CONFIDENTIAL and is distributed for the exclusive use in evaluating J.P. Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P. Morgan. Deadline times do not apply to Saturday and Sunday deposits. As long as items are processed before end of day on each respective weekend day for which a lockbox is configured to be processed, Saturday and Sunday deposits will be assigned availability based on float stated in the Saturday or Sunday column.

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Routing
Number Deadline Availability(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
See below 1600 0 100% 0 100% 0 100%
Nationwide Chase On Us RTs
0210-0002 0280-0012 0740-0001 1130-0060 3210-8166
0210-0012 0440-0003 0750-0001 1130-0767 3222-7162
0211-0036 0519-0036 0830-0013 1211-3801 3250-7076
0212-0233 0610-9238 1020-0101 1221-0002
0212-0271 0654-0013 1030-0064 1224-8702
0212-7272 0710-0001 1070-8955 1232-7197
0213-0046 0710-0077 1110-0061 1240-0154
0214-1063 0710-7452 1110-0115 2114-7500
0223-0017 0711-0026 1119-2186 2631-8986
0260-1322 0720-0032 1119-9377 2670-8413
Routing
Number Deadline Availability(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
Availability
(Days)
Fractional
Availability
See below 0100 0 100% 0 100% 0 100%
Nationwide Chase CD RTs
0213-0937 0441-1544 0724-1292
0220-0084 0652-0475 0759-0272
0311-0026 0719-2322 1113-0088

MONDAY - FRIDAY SATURDAY SUNDAY

MONDAY - FRIDAY SATURDAY SUNDAY

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Appendix 4
Certificate of Liability Insurance

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Holder Identifier : 7777777707070700077763616065553330762617646305574407462007772705102073641745044231130706045572264741107352355533674003072511557027752010776207157245453207722413570654110077727252025773110777777707000707007 6666666606060600062606466204446200600220404226220206222004060240200060200262620400220622002606224020006202204042262020062202042600600000600220626224002006222224062240202066646062240664440666666606000606006 Certificate No : 570112855062

CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
05/29/2025
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

PRODUCER
Aon Risk Services Northeast, Inc.

New York NY Office
One Liberty Plaza
165 Broadway, Suite 3201
New York NY 10006 USA
PHONE
(A/C. No. Ext):

E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #
(866) 283-7122
INSURED INSURER A: National Union Fire Ins Co of Pittsburgh 19445 INSURER B: AIU Insurance Company 19399
INSURER C:

INSURER D:

INSURER E:

INSURER F:

FAX
(A/C. No.): 800-363-0105

CONTACT
NAME:

JPMorgan Chase & Co.
and subsidiary, affiliated, and
associated companies thereof
383 Madison Ave
New York NY 10179-0001 USA
COVERAGES CERTIFICATE NUMBER: 570112855062 REVISION NUMBER:

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

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested

POLICY EXP
(MM/DD/YYYY)

POLICY EFF
(MM/DD/YYYY)
SUBR
WVD
INSR
LTR

ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR

POLICY LOC

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
X
X
X
X
GEN'L AGGREGATE LIMIT APPLIES PER:
$5,000,000
$1,000,000
Excluded
$5,000,000
$50,000,000
$5,000,000
Blanket Contractual Liability
A 013626320 06/01/2025 06/01/2026
PROJECT
OTHER:

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY

SCHEDULED
AUTOS

HIRED AUTOS
ONLY

NON-OWNED

AUTOS ONLY
BODILY INJURY ( Per person)

PROPERTY DAMAGE
(Per accident)
X
BODILY INJURY (Per accident)
$5,000,000 A 06/01/2025 06/01/2026
AOS
A 013-59-3977 06/01/2025 06/01/2026
MA

COMBINED SINGLE LIMIT
(Ea accident)
013-59-3978

EXCESS LIAB

X OCCUR

CLAIMS-MADE AGGREGATE

EACH OCCURRENCE
DED
$10,000,000
$10,000,000
06/01/2025
SIR applies per policy terms & conditions
UMBRELLA LIAB A 33576381 06/01/2026

X RETENTION
X
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT
E.L. EACH ACCIDENT $1,000,000
X
OTHER
B 06/01/2025 06/01/2026 PER STATUTE
AOS
B 013626323 06/01/2025 06/01/2026
$1,000,000
Y / N
(Mandatory in NH)

ANY PROPRIETOR / PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUDED? N N / A
MN

WORKERS COMPENSATION AND

EMPLOYERS' LIABILITY
If yes, describe under
DESCRIPTION OF OPERATIONS below
$1,000,000
013626322
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and/or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non-contributory where required. Blanket Contractual Liability is included in the General Liability. Waiver of Subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendor(s), Clients and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable.

CERTIFICATE HOLDER CANCELLATION
JPMorgan Chase & Co. AUTHORIZED REPRESENTATIVE
and Subsidiary, Affiliated and
Associated Companies Thereof
383 Madison Ave
New York NY 10179-0001 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

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

Page 278 of 658 ends

AGENCY CUSTOMER ID:

ADDITIONAL REMARKS SCHEDULE
LOC #:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE:

CARRIER NAIC CODE

POLICY NUMBER

AGENCY NAMED INSURED
See Certificate Number:

See Certificate Number:
570112855062
570112855062
Aon Risk Services Northeast, Inc.
10243827
ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.

INSURER

INSURER

INSURER

INSURER

INSURER(S) AFFORDING COVERAGE
Page _ of _
NAIC #
JPMorgan Chase & Co.

TYPE OF INSURANCE

POLICY NUMBER LIMITS

WORKERS COMPENSATION
B 013626321 06/01/2025 06/01/2026
WI
N/A
ADDL
INSD
INSR
LTR
SUBR
WVD
POLICY

EFFECTIVE
DATE
(MM/DD/YYYY)
POLICY

EXPIRATION
DATE
(MM/DD/YYYY)
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

Page 279 of 658 ends

Appendix 5
Check image transmission format guide

Page 280 of 658 ends
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Table of Contents

1. Introduction

2. Structure of folder and files

3. Content in folder and files

4. Winzip

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1. Introduction:

The following is the standard image file transmission format we can provide to customers transmission on a daily, weekly or monthly basis.

2. Structure of Folder and Files
The structure in which the check information is written to the image transmission file is explained below.
 The transmission has one folder and four files in its base directory.  CHECKS (folder)
 .VOL, .DBF, .CDX, .TXT (files)

3. Content in Folder and Files
The CHECKS folder has the check images in a tiff format. Each tiff file has 2 pages, which carry the front and back (black and white) check images in it. The compression used for the tiff images is CCITT G4 compression.

CHECKS
016GHUUO.TIF
02LLUYQE.TIF
0D3EZ8V4.TIF
.VOL
.DBF
.CDX
.TXT

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Content in Files
In addition to the above-mentioned folders there are four additional files (.VOL, .DBF, .CDX, and .TXT)
 The .DBF file has the details of the check images. It is a FoxPro table file and contains the information of each check located in the CHECKS folder.

The contents of this table are as given below.

Column No. Name Type Description
1 RTN Varchar Routing number
2 ACCOUNT Number Account number
3 CHECK_NUM Number Check number
4 AMOUNT Number Amount of the
check
5 FILENAME Varchar Name of the tiff file
which has check
information
front/back.
6 FILENAME2 Varchar This is an obsolete
field. (Previously it
had the backside of
the image. Now
both the front and
the back are in the
same tiff file)
7 FPAGE_NUM Number Front page number
of the check
(Usually 0 for front
view of the image)
8 BPAGE_NUM Number Back page number
of the check
(Usually 1 for the
back view of the
image)
9 SIZE Number Size of the relevant
tiff file.
10 FILETYPE Varchar “CHK” for checks
11 FILEFORMAT Varchar Format of the file
(TIFF in this case)
12 VOLUME Varchar Volume name of
the checks
13 CYCLE Varchar Cycle information
of the checks

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14 PRESENT_DATE Date
(mm/dd/yyyy)
Paid date of the
check
15 ROLL Number This field is only
relevant to the
microfilms. Roll is
the roll number of
the microfilm.
16 LOCATION Number This field is only
relevant to the
microfilms.

Location is the
index of an image
within the ROLL.
 The .VOL is the volume file, which contains the summary of the checks volume. The contents of this table are as given below:

VOL_ID The Volume ID is the unique
identifier of each CD-ROM.

CYCLE The Cycle ID represents the period
which is defined by the client and
could include multiple volumes (or
multiple compact disks).

PROD_DATE This is the production run date.

TOT_CHECKS This is the number that specifies
the total number of checks in the
CEHCKS folder.

TOT_OTHER Total other specifies the count for
other file types
TOT_TEXT This is the count for the total
number of report on the CD-ROM
DESCRIPTION Description is the text that has the
information about the CD. It can
have any text.

 The .CDX file is the index file to the check items in the .DBF file. This is a FoxPro index file.

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 The .TXT file also has the detail of the check images. It is a text file and contains the information of each check located in the CHECKS folder.

Column No Name Description
1 PAID DATE Paid Date of Check
2 ACCOUNT
NUMBER
Account Number
3 CHECK
NUMBER
Check Number
4 CHECK
AMOUNT
Check Amount
5 ABA Routing Number
6 TIFF FILE Tiff Image File Name
7 TIFF SIZE Tiff Image File Size in bytes
8 CYCLE CD ID Unique CD Rom Cycle Identifier
9 TYPE Image Type: CHK, STMT
10 UNUSED -

2. Winzip
All the files and folder are zipped together with Winzip prior to transmission to customer.

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Appendix 6
Merchant Services Schedule A

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Customer initials A% X____________ Please initial to acknowledge pg. 1 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 1 of 7 Schedule A to Merchant Agreement
Merchant: CITY OF SAN LUIS OBISPO
ScheduleA-ICPT-FTF
Assumptions
Transaction related assumptions Other assumptions
Payment Transaction Sales Volume $15,593,095 Number of locations 16 Chase Sales Volume $0 Authorization / Capture % 103.76% Average Transaction Amount $8.00 Chargebacks as % of Sales Transactions 0.0026% Debit / EBT/ eWIC Transactions 1,274 Billing Frequency Monthly Conveyed Transactions 13
Safetech Encrypted Items N/A
Target Qualification Level:

Mastercard: Merit III MM3 American
Express: N/A N/A
Visa: CPS Small Ticket VCST Discover: PSL Express Services - Core D162

1. Fees applied on every transaction
Card Network Interchange & any incremental discount rate % – Mastercard, Visa and Discover assess an Interchange Rate, Assessment Fee 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 MasterCard, Visa & Discover Incremental Discount Rate N/A American Express Incremental Discount Rate N/A
Pass-thru of PIN Debit, eWIC, and/or EBT Network fees All standard Debit Network Fees will be assessed Debit – Incremental Discount Rate N/A
EBT – Incremental Discount Rate N/A
eWIC – Incremental Discount Rate N/A
JCB (Japanese Credit Bureau) Pass-thru of Interchange Fees Voyager Discount Rate (if settled) N/A
Wright Express (WEX) Discount Rate (if settled) N/A
Card Network Assessments Card Network Fees Credit Debit Credit transactions < $1000
and all Debit transactions 0.140%
Mastercard
Credit transactions $1000 or greater 0.150%
Mastercard Network Access &
Brand Usage Fee Domestic (NABU)
(Charged per Authorization & per Refund)
$0.0195 $0.0195
Debit transactions 0.130%
Visa
Credit transactions 0.140%
Mastercard Network Access &
Brand Usage Fee Non Domestic
(NABU)
(Charged per Authorization & per Refund)
$0.0295 $0.0295
American Express OptBlue Network Fee N/A Visa Domestic Sales Auth (APF) (Charged per Authorization & per Refund) $0.0195 $0.0155 Discover / JCB 0.140% Visa Intl Sales Auth (APF)
(Charged per Authorization & per Refund) $0.0395 $0.0355 American Express OptBlue N/A N/A
Discover / JCB Data Usage Fee $0.0025 $0.0025
Card Network Fees
MC Connectivity Fee* (per Transaction and Authorization) $0.0020 VI Financial Transaction Fee $0.0025 MC Reporting & Infrastructure $0.0004 VI Reporting & Data Transfer $0.0004 *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. Prior to May 11, 2025, rate will remain as $0.0016
GRID Schedule
A

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Customer initials A% X____________ Please initial to acknowledge pg. 2 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 2 of 7 Transaction Fees Authorization Fees
Mastercard per transaction $0.01000 Mastercard per authorization $0.02500 Visa per transaction $0.01000 Visa per authorization $0.02500 Discover per transaction $0.01000 Discover per authorization $0.02500 JCB per transaction $0.01000 JCB per authorization $0.02500 American Express per transaction $0.01000 American Express per authorization $0.02500 PIN Debit per transaction $0.02500 Voyager per authorization N/A PINLess Debit per transaction N/A Wright Express per authorization N/A EBT per transaction N/A Private Label per authorization N/A eWIC per transaction N/A
Check Verification – Scan per transaction N/A
Voyager per transaction N/A Other Transaction Fees
Wright Express per transaction N/A Encryption per transaction N/A Hosted Pay Page per transaction N/A Safetech Tokenization per transaction N/A Shopify Connection Fee N/A Level III Purchasing Card per transaction N/A Managed Solution per transaction N/A Tap to Pay N/A

2. One Time and Periodic Fees
One Time Fees Monthly Fees Periodic Fees
Account Setup Fee N/A Monthly Service Fee 1 $11.95 Annual Fee N/A Rush Fee N/A Monthly Minimum Fee 2 $25.00 Card Network Fees Terminal Reprogram Fee N/A Online Reporting Tool N/A
PIN Debit Setup Fee N/A Safetech Encryption 3 N/A
Visa Fixed
Acquirer Network
Fee 4
Varies
PIN Pad Encryption Fee N/A Managed Solution
Monthly Fee N/A MC Merchant Location Fee 5 $1.25
Tap to Pay N/A
Frame Relay: N/A
Setup Fee N/A Monthly Fee N/A
Third Party Setup Fee N/A Third Party Monthly Fee N/A
1 – Monthly service fees will be debited for the first time in the month after Merchant account has been set up. These fees will be debited regardless of whether transactions are processing through the Merchant account. 2 – CMS will apply the Monthly Minimum Fee only when the total amount of all processing fees (Sections 1, 3A, & 4) is less than $25.00. If Merchant’s 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. 3 – If Merchant obtains point of sale device(s) from CMS for use with Safetech Encryption, the following additional fees shall be assessed: (a) a one-time fee of $10.90 per Verifone device; (b) a one-time fee of $10.00 per Ingenico device; and (c) an encryption injection fee of $34.95 per device per occurrence. These assessments are in addition to the above Safetech Encryption Fee(s). If Merchant obtains point of sale device(s) from a third party, additional fees may apply. Merchant acknowledges and understands that its use of any fraud mitigation or security enfacement solution (e.g. an encryption product or service), whether provided to merchant by CMS or a third party, in no way limits Merchant’s obligation to comply with the Security Standards or Merchant’s liabilities set forth in this Agreement. 4 – 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.
5 – 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.

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Customer initials A% X____________ Please initial to acknowledge pg. 3 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 3 of 7 Level II and Level III Tax Augmentation Service
Level 2 /Level 3 Augmentation Prog. Rate N/A
Level 2 /Level 3 Augmentation Tran fee N/A

3. Per Incidence Fees
3A. Per Incidence Fees: Charged every time the Merchant’s account incurs one of the below items 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.

AVS Fee – Electronic N/A Charged for each electronic address verification authorization.

Batch Settlement Fee N/A Charged for each batch of transaction(s) submitted for settlement.

Dial Backup Surcharge $0.0100 Charged for authorizing a transaction through a Dial connection.

Wire Transfer Fee $10.00 Charged for each Wire (transmission of funds) sent to Merchant’s account.

ACH Fee $0.10 Charged for each FTI (transmission of funds) sent to Merchant’s account.

ACH Return Fee $25.000 Charged when CMS is unable to debit fees from Merchant’s account.

Monthly Billing Fee 0.0300% Charged on the Gross settled sales volume for the assessment of fees on a monthly basis.
3B. Per Request Fees: Charged every time Merchant requests one of the below items Supplies: Billed Per Order N/A Charges for supply orders vary based on the items ordered Dynamic Debit Surcharge Fee N/A Charged for each PIN Debit transaction routed with the Dynamic Routing product.

PIN Debit Injection Fee $40.00 Charged when merchant elects PIN Debit processing and applies to each device not purchased from CMS.

Statement Type: Resource Online No Statement / No Recap Statement Frequency: N/A

4. Card Network Fees – Per Incidence
These fees are billed by Mastercard, Visa, Discover, JCB or American Express and passed through to Merchant’s account MC Acquiring License Fee * 0.004% Charged on Mastercard Gross Sales volume. See additional information under Card Network Charges section.

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 $0.40 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 N/A Charged on American Express Card Not Present Gross Sales volume.

AX OptBlue Application-initiated Fee N/A Charged on American Express transactions initiated by a digital wallet application.

American Express OptBlue Program
Continuation Fee N/A
Charged when a merchant has enrolled under ECV (Estimated Charge Volume) Program limit of $1,000,000 or less and when charge volume in excess of $3,000,000 in a rolling twelve (12) month period.

Discover / JCB Network Authorization Fee $0.0190 Charged by Discover on all authorizations for card transactions that are settled through the Discover Network.

MC Auth Access Fee – AVS Card Present $0.010
Visa Address Verification Service (AVS) $0.0010
Discover / JCB Address Verification Fee $0.005
Charged when a merchant uses the address verification service to validate a cardholder address.

Visa CVV2 Fee $0.0025 Charged by Visa when a merchant submits the Card Verification Value (CVV2) in an authorization request.

Visa Estimated Auth Fee 0.02% Charged for funds before a cardholder has identified what goods or services will be purchased.

Visa Incremental Auth Fee 0.02% Charged if the initial estimated amount is insufficient, a merchant may then submit an incremental authorization to increase the total authorized funds.

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Customer initials A% X____________ Please initial to acknowledge pg. 4 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 4 of 7 Mastercard Authorization Advice Code Fee $0.030
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 * $0.09
Charged by Mastercard for every transaction performed with an outdated credential irrespective of the transaction being approved or declined. * Effective April 1, 2025, with billing to begin June 15, 2025.

MC Auth Optimizer Power by AI Fee $0.02
Charged on CNP recurring transactions when specific Decline Response Code (51 - Insufficient Funds) is received in combination with specific Merchant Advice Code (MAC) value is from range 24 to 30.

MC Pre-Authorization Fee *
Card Not Present
Card Present

0.0125% of authorized amount

0.0075% of authorized amount
Charged on Mastercard when the merchant
submits a pre-authorization request.
* with a minimum of $0.01 per transaction
MC Installment Purchase INSA – Sale 1.30%
MC Installment Purchase INSA – Return -1.15%
MC Installment Purchase INSB – Sale 0.10%
MC Installment Purchase INSB – Return 0.00%
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 SecureCode Transaction Fee $0.030 Charged on MC SecureCode transactions that are sent for verification.

MC Account Status Fee (Intra-regional) $0.025
MC Account Status Fee (Inter-regional) $0.030
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
Charged when a merchant uses this service to do an inquiry that a card number is valid.

MC Processing Integrity Fee
Pre Authorization $0.045
Final Authorization * 0.250%
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 MC Excessive Authorization Fee $0.50
MC Excessive Authorization Attempts Transaction Processing Excellence Program (TPE) fee is charged for each declined auth attempts over 10 within a 24-hour period on the same card number and same card acceptor, 35 declined attempts on the same account number, at the same card acceptor, and for the same amount within a 30-day rolling period.

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.

MC Mail Order-Telephone Order Fee 0.0150% Charged on volume cleared through the Global Clearing Management System (GCMS).

MC Card Validation Code 2 Fee $0.0025
Charged by Mastercard when a merchant submits the Card Validation Code 2 (CVC2) in an authorization request and receives a response value of Match(M) or No Match(N) on Card Present transactions.

MC Flex Program Fee 0.1000% Applicable for settled transactions qualifying on MC Flex Product codes.

Visa Commercial Enhanced Data Program
Fee 0.0500% Applies to qualified Small Business and Commercial transactions for merchants opting in the Commercial Enhance Data Program. (CEDP).

Visa Misuse of Authorization Fee $0.153 Charged to approved and partially approved authorization transactions that cannot be matched to a clearing transaction or authorization reversal.

Visa Unmatched Clearing Fee $0.20 Charged to clearing transactions that cannot be matched to previously approved or partially approved authorization transactions.

Visa Commercial Solutions Fee 0.01% Applied to purchase transactions processed with a Small Business or Commercial Card.

Visa Account Name Inquiry Fee $0.05 Charged when cardholder name verification is performed, prior to processing a transaction.

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Customer initials A% X____________ Please initial to acknowledge pg. 5 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 5 of 7 Visa Transaction Integrity Fee –
Credit $0.10
Visa Transaction Integrity Fee –
Debit/Prepaid $0.10
Charged on Visa transactions that do not meet qualification criteria for US Custom Payment Service (CPS) categories.

Visa High Fallback Fee $0.10
Charged on Visa fallback transactions when a merchant’s location is using a chip-enabled terminal and 10% or more of their total electronic transactions are completed via magnetic-stripe.

Visa System Integrity Fee Domestic $0.10
Visa System Integrity Fee Cross Border $0.15
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 Integrity Risk Program Fee 0.1%
+$0.10
Charged on CNP transactions and payment volume processed in high integrity risk (HIR) categories.

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
Visa MSD Contactless Fee $0.10 Charged to acquirers for each POS Entry Mode 91 (MSD) transaction in the U.S. region on quick Visa Smart Debit / Credit transactions.

Visa Digital Credential Updater Fee $0.12 This fee will be billed when a token is used in a transaction for the first time following an update to that token’s underlying PAN or expiration date.

Visa Digital Commerce Fee * 0.0075% Charged on all CNP authorized transactions. * minimum fee amount is $0.0075 per transaction.

Visa Acct Screen Fee AA/AB $5.00 Charged by Visa when clearing for unauthorized transaction wherein brand responds with base II return codes - AA/AB.

Discover Program Integrity Fee $0.10 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 than the merchant’s local currency.

MC Cross Border Assessment Fee 0.60%
Visa International Service Assessment Fee 1.00%
AX OptBlue International Fee N/A
Discover / JCB International Service Fee 0.80%
Charged by MasterCard, Visa, American Express, Discover and JCB on foreign bank issued cards.

MC International Support Fee 0.85%
Visa Interregional Acquiring Fee (IAF)
(other MCC’s) 0.45%
Visa Interregional Acquiring Fee (IAF)
(high risk MCC’s) 0.90%
Discover / JCB International Processing Fee 0.50%
Additional fee charged by MasterCard, Visa, Discover and JCB on foreign bank issued cards.

Visa Partial Auth Non-Participation Fee $0.01 Applies to Petroleum merchants using automated fuel pumps that do not support Partial Authorization.

MC Global Wholesale Travel Transaction
Program B2B Fee 1.57% Applies to Travel merchants for transactions qualifying at the Mastercard Commercial Business-to-Business interchange category.

Visa Global B2B Virtual Payment Service Fee 1.55% Applies to Travel merchants for transactions qualifying at the Visa Global B2B Virtual Payments interchange category.

MC Humanitarian Program Fee 0.25%
Applies to transactions qualifying at the MasterCard Humanitarian Prepaid card interchange category. When this fee applies, other MC Payment Brand fees will be waived.

MC Freight Program Fee 0.50% Applies to Freight transactions qualifying at the Freight Program interchange category.

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Customer initials A% X____________ Please initial to acknowledge pg. 6 of the Schedule A pricing sheet CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 6 of 7

5. Other Fees
Fee Description Amount Fee Description Amount
Equipment Swap Fees
Type Description Fee
Refund for Returned
Equipment
A full refund will be provided on POS Terminals, Tablet Hardware and Tablet Accessories that are returned within ninety (90) days of purchase.

Replacement Fee (swap) In warranty POS Terminals, Tablet Hardware and Tablet Accessories 1 $50.00 Replacement Fee (swap)
Out of warranty POS Terminals, Tablet Hardware and Tablet Accessories:

Replacement (swap) fees vary based on Manufacturer and Model and will fall within the specified range to the right
$100 - $1,000
Encryption Fee Safetech $34.95
Late Fee For all equipment returned late, or not returned Up to $1,000 1$50.00 swap fee applies to POS Terminals, Tablet Hardware, and Tablet Accessories that are in warranty at the time of the swap; provided that the POS Terminals are compliant with the latest Payment Card Industry standards and supported by CMS.

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6. Authorized Signature
Authorized Representative Signature: Must appear on Merchant Application Print Name A% Title A%
X
Signature A% Date A%
Please ensure to initial pages 1, 2, 3, 4, 5 and 6
CONTROL NUMBER: 807124.V202504 Printed: May 30, 2025 Page 7 of 7 Card Network Charges
A significant portion of the fees that Paymentech, LLC, also known as Chase Merchant Services (“CMS”) charges consists of fees and other charges that CMS pays to the various card networks and payment systems (“Card Networks”). These charges (collectively referred to in this Schedule A as “Card Network Fees”, 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 when the Transaction is processed, and the merchant’s domicile 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 Mastercardbranded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all CMS Mastercardaccepting merchants, a rate of 0.004% will be applied to all of Merchant’s Mastercard gross sales transactions.

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U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT
THIS U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT (the “Agreement”) is entered into by and between JPMorgan Chase Bank, N.A., a national banking association (“Chase”), Paymentech, LLC, a Delaware limited liability company also known as Chase Merchant Services, (“CMS”), and City of San Luis Obispo (“Merchant”).

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

1. General Services.

1.1 Services; Technical Discovery Process.

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

1.2 Compliance with Applicable Laws and Card Network Rules.

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

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2. Authorization and Settlement.

2.1 Submission of Data.

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

2.2 Authorizations.

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

2.3 Merchant’s Settlement Account.

Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this Agreement (collectively referred to as “Settlement Account”). Merchant authorizes CMS or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account designated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably become due from Merchant under this Agreement have been paid in full. During the term of this Agreement, and for one hundred eighty (180) days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of amounts due under this Agreement, Merchant shall not close or revoke its consent to debit its Settlement Account without giving CMS at least ten (10) business days’ prior written notice and designating another Settlement Account. Merchant shall be liable for all fees, costs, and overdrafts associated with the Settlement Account. With respect to certain Card Networks, CMS does not offer settlement of funds, and instead conveys Transactions to the Card Network on Merchant’s behalf for settlement directly by the Card Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of Transactions, which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such Card Network (e.g. Merchant’s name, taxpayer ID, and Settlement Account information) in accordance with their rules or as needed to allow Merchant’s acceptance of such Card Network’s Cards.

2.4 Transfer of Settlement Funds.

CMS shall submit Merchant’s Transactions to the applicable Card Network (or, with respect to Transactions involving Eligible Chase Cards, to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase Transactions). Promptly after CMS receives funds for Merchant’s Transactions from the applicable Card Network, CMS will fund the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day’s transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Card Networks or Merchant’s bank. The funds payable to Merchant in this Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; (c) any required Reserve Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any Affiliate of CMS, whether or not Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate. Merchant agrees that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In the event CMS does not deduct any such amounts from Merchant’s proceeds when such amounts first become due and payable, CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement. Furthermore, Merchant agrees to reimburse CMS, Chase, the Card Network, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, CMS’ costs, expenses, and reasonable attorneys’ fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Customer with respect to any Transaction or Transaction data submitted by Merchant; (b) caused by Merchant’s noncompliance with this Agreement or the Card Network Rules (including without limitation any breach of a representation or warranty made by Merchant

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or Merchant’s failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant’s placement or the placement of any person owning or controlling Merchant’s business in one or more databases of terminated or high risk merchants maintained by the Card Networks.

The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by CMS’ own negligence or willful misconduct.

2.5 Collection of Amounts Due.

In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the following options with respect to amounts due under this Agreement:
(a) withhold all or some of Merchant’s settlement funds (or any other funds that would otherwise be payable by CMS to Merchant) and apply them against the amounts due;
(b) debit the Settlement Account for the amounts due;
(c) request and receive prompt payment for such amounts; and (d) apply funds held in any existing Reserve Account against the amounts due.

2.6 Reserve Account.

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

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review the risk associated with Merchant’s account and as needed adjust the amount currently held in the Reserve Account and return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the remaining risk.

3. Reporting.

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

4. Future Deliverables; Refunds; Chargeback Liability.

4.1 Future Deliverables.

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

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

4.2 Refunds.

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

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

4.3 Chargeback Liability.

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

5. Fees; Adjustments.

5.1 Schedule A.

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

5.2 Price Adjustments.
(a) General. Fees set forth in this Agreement are based upon Merchant’s annual volume, average Transaction size, as set forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant’s pricing set forth in this Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty (180) days after Merchant’s receipt of notification of such increase. In addition, Merchant’s fees may be adjusted to reflect (i)

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increases by Card Networks in interchange, assessments, (ii) other Card Network fees, additional fees imposed by the Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider. (b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days’ written notice, to modify the pricing applicable to Merchant’s Chase Transactions; provided, however, that in such event, Merchant shall be entitled to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof, in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions, subject to the pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange rates and network fee pass-through. For the purpose of reviewing, evaluating and (if applicable) modifying Merchant’s Chase Transaction pricing, Merchant authorizes CMS to use Merchant’s non-Chase Transaction processing data and pricing, including, without limitation, the qualification levels and interchange rates applicable to its non-Chase Transactions.

5.3 Custom Interchange Rates.

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

6. Term; Termination.

6.1 Term.

This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the last party to the Agreement signs), and continues for three (3) years from such date. Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive one-year terms. Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date.

6.2 Events of Default.

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

6.3 Other Termination Events.

In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event of any of the following:
(a) Merchant is placed in any Chargeback monitoring or similar risk-based program designated by any Card Network for merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program by the applicable Card Network within ninety (90) days; (b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement;

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(c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant’s Transactions; (ii) requires CMS or Chase to terminate or limit this Agreement or Merchant’s ability to accept Cards; or (iii) imposes unduly burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant’s transactions; (d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other parties are prohibited from dealing by any United States law, regulation or executive order, including names appearing on the U.S. Department of Treasury’s Office of Foreign Asset Control’s Specially Designated Nationals and Blocked Persons List, or (ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card Networks;
(e) Merchant (i) ceases to exist (other than as a result of a permitted assignment or sale by such party) or to conduct its normal and customary business operations, or (ii) is convicted of or pleads no contest to a felony charge; (f) CMS reasonably believes that Merchant (i) is involved in a material violation of applicable law or other domestic or foreign law or regulation; (ii) has or is engaged in bribery, fraud, money laundering or corruption; or (iii) has otherwise become the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such controversy relates to this Agreement;
(g) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any credit facility, loan document or other agreement between Merchant and Chase or any Affiliate of Chase (and such breach is not cured in any applicable cure period provided in such document); (h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty (180) consecutive days; or
(i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company.

6.4 Budget Appropriations.

Upon thirty (30) days written notice, Merchant, if it is a government entity, may terminate this Agreement in the event that funds are not appropriated/allocated by Merchant for the expenses associated with credit card processing for any fiscal year.

However, Merchant will continue to be responsible for any liabilities, commitments or obligations arising from payment transactions processed pursuant to this Agreement prior to the effective date of termination.

6.5 Account Activity After Termination.

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

7. Indemnification.

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

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

8.1 Confidentiality.
(a) Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between

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the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the Services to be provided hereunder. Each party’s Confidential Information includes its: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures (including CMS’ pricing and pricing proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications; and (vii) the terms of this Agreement. The following information shall be deemed the Confidential Information of CMS: (x) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by CMS; (xi) any attestation of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards; (xii) any data and information (including data analytics and attribution data) about Chase Customers provided to Merchant by CMS or any of its Affiliates; (xiii) Card Information associated with a Chase Card or Chase Customer; and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the payment transaction (e.g., transaction date and amount) may be utilized by each of the parties subject to the Security Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential Information of any party.
(b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the disclosing party to any third party. The receiving party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). CMS and Chase may disclose Merchant’s Confidential Information:
(i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services (including services made available directly through the Card Networks such as Address Verification and Account Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests, Chargeback adjudication, fraud detection and prevention); (ii) to its or its subcontractors’ employees, consultants or agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to maintain the confidentiality of Merchant’s Confidential Information upon terms similar to those contained in this Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements. (c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its Affiliates. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent of the disclosure.
(d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However, nothing contained in this Agreement will restrict CMS’ or Chase’s ability to disclose Merchant’s Confidential Information to regulatory or governmental bodies asserting jurisdiction over CMS or its Affiliates.

8.2 Use of Data.
(a) General. Certain Merchant Confidential Information, including without limitation, financial information, information related to Merchant’s Transactions, and other information that Merchant provides to CMS may be shared by CMS or Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing, CMS shall not otherwise use or disclose such information other than, (i) as necessary to process Merchant’s Transactions or otherwise provide services and maintain Merchant’s account pursuant to this Agreement; (ii) for CMS’ and Chase’s internal and

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operational purposes; (iii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iv) to enhance or improve CMS’ and Chase’s products and services generally; or (v) as required or permitted by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived from Transactions provided that it is either aggregated or de-identified (meaning that reasonable steps have been taken to ensure that the information does not identify Merchant and does not identify any individual person). (b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and CMS. This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases, servicing and managing Merchant’s account. The information that may be shared or otherwise exchanged may include Merchant’s name, identification/account number, transaction volume, card summary, status with CMS (e.g. the existence and terms of this Agreement, whether Merchant’s application was accepted or declined, and whether this Agreement has terminated or expired), Merchant’s status with Referral Partner (e.g. membership or participation in any Referral Partner organization or program), and such other information that is reasonably necessary for the purposes described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner’s subsequent use or disclosure of such information.

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

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

8.4 Access to Information.

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

9. Information About Merchant and Merchant’s Business.

9.1 Additional Financial Information.

Upon five (5) business days’ written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements of Merchant (or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed

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fiscal year if such request occurs more than one hundred twenty (120) days after the end of such fiscal year, and otherwise from the fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements.

9.2 Other Information.

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

10. ChaseNet Availability.

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

11. Limitations of Liability; Disclaimer of Warranties.

Under no circumstances will CMS’ and Chase’s combined financial liabilities arising out of or related to this Agreement exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however, that such limitation shall not apply with respect to CMS’ indemnity obligations with respect to a Data Compromise Event pursuant to Section 7.1(b). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY,

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

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

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

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

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

12. Miscellaneous.

12.1 Taxes.

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

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12.2 Section Headings.

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

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

12.4 Parties; Independent Contractor.

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

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

12.6 Publicity.

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

12.7 Severability.

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

12.8 Waivers.

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

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12.9 Entire Agreement.

The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant, Chase and CMS with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of CMS, Chase or their representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. In the event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant’s previously submitted Request for Proposal (“RFP”) or CMS’ or Chase’s subsequent response to Merchant’s RFP, the terms and conditions of this Agreement shall control.

12.10 Notices.

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

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

This Agreement will be governed by and construed in accordance with the laws of the State in which Merchant has its primary residence without reference to conflict of law provisions; unless otherwise mandated by applicable law. THE PARTIES

HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. MERCHANT WAIVES ANY IMMUNITY (SOVEREIGN OR OTHERWISE) THAT IT MAY HAVE IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HEREBY KNOWINGLY,

VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.

12.12 Force Majeure.

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

12.13 Amendment.

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

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

12.14 Counterparts and Electronic Signature.

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

12.15 Prohibition of Unlawful Internet Gambling.

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

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13. Offshoring.

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

14. Survival.

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

15. Definitions.
“Affiliate” of any Person mean shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to Chase, any entity administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise. “Application” means a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit, financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced CMS to process Merchant’s Transactions under the terms and conditions of this Agreement. “Bearer Shares” means securities that are not registered on the books of the issuing corporation and thus payable to any possessor of the shares.
“Bearer Share Company” means a type of company which, unlike registered share companies, issues its securities as Bearer Shares.
“Card” means a physical or virtual credit or debit card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number through which Card Network payment services are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network that Merchant accepts from Customers as payment for goods or services. “Card Information” means information related to a Customer or the Customer’s Card, that is obtained by Merchant from the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer’s Card and which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer’s participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer’s name, mailing address, phone number, email address, birthdate or age), shall not be deemed Card Information.

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“Card Network” means any payment card network provider whose payment method is accepted by CMS for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse, and STAR.
“Card Network Rules” means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Card Networks. With respect to the Chase Transactions, the ChaseNet Rules are the applicable Card Network Rules. “Chargeback” means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules. “Chase Card” means a Card issued by Chase or its Affiliates and used to access a line of credit, prepaid account, or deposit account, issued or maintained by Chase or its Affiliates. “Chase Customer” means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a Chase Card.
“Chase Transaction” means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet platform.
“ChaseNet” means Chase’s payment processing platform(s) where Transactions involving Eligible Chase Cards are processed directly between Merchant and Chase, bypassing the traditional Card Network “interchange” system. “ChaseNet Rules” means the Chase Merchant Program Requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance of Chase Transactions. “Customer” means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. “Data Compromise Event” means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service providers.
“Eligible Chase Card” means a Chase Card of a type that Chase, in its sole discretion, has determined to be eligible for use in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be limited to consumer and small business Chase Cards for which a Visa-branded credit or signature debit card has been issued. “Merchant” means the legal entity identified in the Application and on the first and signature pages of this Agreement. “Merchant Application” means any software application developed by or on behalf of Merchant that provides various services and capabilities for Merchant’s customers including the ability purchase or otherwise effect payment for Merchant goods or services.
“Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether acting in an individual, fiduciary or other capacity.

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“Referral Partner” is a third party that has entered into a (i) formal referral relationship with CMS pursuant to which it referred Merchant to CMS for payment processing services and/or (ii) preferred pricing program with CMS. The Referral Partner may be paid a fee by CMS for the referral of Merchant to CMS. In addition, the Referral Partner may be involved in the servicing and maintenance of Merchant’s account. Referral partners may include, as applicable, without limitation, financial institutions, Merchant’s franchisor, independent sales organizations, trade associations or groups and service providers. “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. “Reserve Account” shall have the meaning set forth in Section 2.6. “Security Standards” means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Card Information, including, without limitation, the Payment Card Industry Data Security Standards, Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, Visa’s Payment Application Best Practices, the Payment Card Industry’s Payment Application Data Security Standard, MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. “Service Provider” means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant’s behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. “Transaction” means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant.
“U.S.” means the forty-eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto.
[Signature Page to Follow]

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

Agreed and Accepted by:

City of San Luis Obispo
Merchant Legal Name
By (authorized signature)
Print Name and Title
Date
990 Palm Street
Address
San Luis Obispo, CA 93401
City, State Zip
Agreed and Accepted by:

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

By
Print Name and Title
Date
8181 Communications Pkwy, Bldg. C, Floor 03
Address
Plano, Texas 75024
City, State Zip
V. 14254
To Be Completed By Paymentech, LLC
Merchant Agreement Contract Number is: _____________________________________________ Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up

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Appendix 7
Firm's Cybersecurity Overview Client Letter

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2 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co.

All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners.

Table of Contents
................................................................................................3 ............................................................4 ..........................................................4 .......................................................................................................................5 ................................................................................... 5 ............................................................................... 5 ............................................................................... 5 ....................................................................................................... 5 .......................................................................... 5 ..................................................................................................................... 5 .............................................................................................................. 5 ..................................................................................................................... 5 ................................................................................................................ 6 ................................................................................................................... 6 ......................................................................................................................... 6 ........................................................................................................ 6 ......................................................................................................................... 6 ............................................................................................................................. 6 ............................................................................................ 6 .................................................................................................... 6 ...................................................................................................................... 6 ....................................................................................................................7 .........................................................................................................................7 ..................................................................................................................7 .............................................................................................................................7 .....................................................................7 .......................................................................................8 How Our Capabilities are Designed
How Cybersecurity and Technology Controls are Governed
How We Implement Cybersecurity and Technology Controls
Control Capabilities
Technology Governance, Risk & Compliance
Technology Strategy & Portfolio Management
Information & Technology Asset Management
Identity & Access Management
Cryptography Services and Data Loss Prevention
Security Configuration
Vulnerability Management
Technology Resiliency
Technology Development
Technology Operations
Security Operations
Incident & Event Management
Business Resiliency
Physical Security
Workforce Screening & Investigations
Records Management & Disposal
Third Party Oversight
How we Manage Risk
Risk Identification
Assess & Measure Risk
Risk Treatment
Emerging Technology - Supporting Business Growth
Our Ongoing Commitment to Our Clients
I JPMORGAN CHASE &Co. Page 312 of 658
3 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co.

All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. •
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•
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Dear Valued Client:

W. Patrick Opet
Managing Director
Global Chief Information Security Officer
Head of Cybersecurity and Technology Controls
JPMorgan Chase & Co. ("JPMC" or "Firm") is pleased to share an overview of our approach to cybersecurity with you. JPMC maintains cybersecurity and technology control capabilities, designed to protect information in our care that belongs to the Firm and its clients in a constantly evolving threat landscape.

Our capabilities embed industry practices to promote the secure delivery of services to our clients, assess and safely adopt emerging technologies to support those services, manage acquisition and third party suppler-related risks, and meet regulatory expectations in the places we operate. The Firm is committed to protecting and supporting our clients and enhancing their awareness and vigilance around security risks.

The Firm is a globally significant financial institution and participates in international initiatives designed to safeguard critical infrastructure with the goal of contributing to a safe, sound, and resilient financial ecosystem.

How Our Capabilities are Designed
Our information technology Policies and Standards provide the foundation for our capabilities and approach for safeguarding our technology environment consistent with applicable regulatory and legal obligations.

Coverage extends to applications, infrastructure, data and data stores, third-party suppliers that have access to JPMC information or systems, and physical facilities of the Firm with customer and client information.

Our capabilities are designed to:

Provide for the security, confidentiality, integrity, and availability of customer, client, and employee information
Protect against anticipated threats or risks to the security of that information Prohibit unauthorized access to, or use of, information that could harm any customer, client, or employee
Manage, store, transport, and dispose of customer, client, and employee information throughout the data management lifecycle
Support the secure adoption of emerging technologies to enable business growth and enhance services to our client's
Evaluate our third party suppliers' security policies, procedures and controls for alignment with the Firm's Minimum Control Requirements
Provide our employees with appropriate awareness and training on their responsibilities to protect customer and client information and maintain the security of our systems I JPMORGAN CHASE &Co. Page 313 of 658
4 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co.

All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners. •
•
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How Cybersecurity and Technology Controls are Governed
Our governance structure is designed to identify, mitigate, report, and escalate the status of information and cybersecurity risks, as appropriate, including those risks that could have a material impact on the Firm's operations.

Cybersecurity risk management and its governance and oversight are integrated into the Firm's operational and technology risk management frameworks. The Firm implements a Three Lines of Defense structure, in accordance with regulations, to identify and treat control gaps or weaknesses, as appropriate.

The First Line of Defense includes Global Technology and cybersecurity function areas that contribute to risk management processes through control implementation and execution.

The Second Line of Defense includes the firm's Independent Risk Management function that develops and monitors the execution of the risk and compliance governance structure.

The Third Line of Defense includes Internal Audit, which provides independent assessments of the effectiveness of firmwide processes, controls, governance and risk management.

The Firm's governance structure uses key governance forums to disseminate information, monitor and measure progress. These forums are established at multiple levels throughout the Firm, and generally includes representatives from each Line of Business and relevant corporate functions, independent risk management, and internal audit.

The Cybersecurity and Technology Controls Operating Committee ("CTOC") is the principal management committee that oversees the Firm's assessment and management of cybersecurity risk, including oversight of the implementation and maintenance of appropriate controls in support of the Firm's Information Security Program.

The CTOC escalates key operational risk and control issues, as appropriate, to the Global Technology Operating Committee ("GTOC") or its business control committee or to the appropriate Line of Business and Corporate Control Committees. The GTOC is responsible for the governance of the firmwide Global Technology organization, including oversight of Firmwide technology strategies, the delivery of technology and technology operations, the effective use of information technology resources, and monitoring and resolving key operational risk and control matters arising in the Global Technology organization.

The Firm's Board of Directors oversees cybersecurity, with the Board of Directors' Audit and Risk Committees assisting the Board in this oversight. The Board of Directors' Audit Committee reviews the Firm's cybersecurity capabilities and programs annually.

How We Implement Cybersecurity and Technology Controls
The Firm's Risk Management Framework enables the identification, control, and management of cybersecurity-related risks in a manner consistent with the Firm's risk appetite and tolerance. Our Cybersecurity and Technology Controls (CTC) organization is led by the Global Chief Information Security Officer (CISO) and is responsible for governance and oversight of these controls. CTC is part of the Global Technology organization which is led by our Global Chief Information Officer.

I JPMORGAN CHASE &Co. Page 314 of 658
5 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co.

All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners.

The Firm continues to make investments in enhancing cybersecurity capabilities, and efforts to provide training and awareness to employees, clients, and third party service suppliers. In partnership with the Firm's lines of business, CTC identifies information security threat and risk issues and provides products and services to protect JPMC's information resources, including applications, infrastructure, and confidential and private information related to the Firm's clients.

CTC also partners with appropriate government and law enforcement agencies, as well as peer and industry groups, to understand the full spectrum of risks in the operating environment, enhance defenses, and improve operational resiliency.

Control Capabilities
The development, continuous enhancement, and management of technology controls is informed by threat intelligence, regulatory requirements, technology risk management frameworks, industry practices, and lessons learned through internal and external events. Firm Policies and Standards, which outline security controls, are reviewed, and approved annually. The following table summarizes our capabilities:

CAPABILITY DESCRIPTION
Establishes control requirements for implementing, maintaining, and executing the technology risk Technology Governance, management program. This includes governance and reporting through its risk identification, control Risk & Compliance definition (i.e., Policies, Standards, Procedures), assessment, and treatment phases.

Technology Strategy &
Portfolio Management
Information &
Technology Asset
Management
Identity & Access
Management
Cryptography Services
and Data Loss
Prevention
Security
Configuration
Vulnerability
Management
Technology
Resiliency
Establishes control requirements such that the technology strategy reflects business and organizational requirements, with technology budgets aligned accordingly.

Establishes the controls for the registration, classification, and lifecycle governance of information and technology assets used by the firm. ITAM provides the taxonomies and lifecycle processes for managing these assets according to the Technology Controls Policy. Additionally, it states the minimum classification attributes for inventory authoritative sources.

Establishes control requirements for managing the identities of users and devices, and for the provisioning and removal of access to technology assets with regard to least privilege, segregation of technology duties, authentication, and attribution. Identity and access management supports secure remote access to our environment and JPMC applications.

Establishes the controls that safeguard data during transit and at rest. These controls are associated with the data itself (e.g., cryptographic controls), and help prevent unauthorized disclosure and/or loss of integrity.

Establishes control requirements for the security of technology assets (e.g., networks, endpoints, etc.) through the definition of secure builds, or baselines, and associated deployment patterns (e.g., segregation of systems, environments, network zones, etc.). The firm's Content Filtering program supports the enforcement of policies, standards and various laws & regulations regarding the appropriate usage of the internet and the protection of personal information.

Establishes control requirements for the identification, discovery, prioritization, and remediation of technology vulnerabilities (e.g., in infrastructure, applications, etc.) via firmwide assessment and testing.

Establishes control requirements for planning and testing the prioritized recovery of technology services in the event of degradation or outage, including recovery readiness.

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All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners.

CAPABILITY
Technology
Development
Technology
Operations
Security
Operations
Incident & Event
Management
Business Resiliency
Physical Security
workforce Screening
& Investigations

DESCRIPTION
Establishes control requirements for the architecture, design, build, test, and deployment phases of the technology delivery lifecycle. The Firm employs a software security assurance program that includes architectural risk reviews, secure code reviews, threat based penetration testing and dynamic scanning.

Establishes control requirements for management of the production technology environment including change management, capacity management request fulfilment and technology maintenance.

Establishes control requirements for identification and assessment of technology-borne threats, the hunting, monitoring, and detection of malicious activities, and associated investigations. Our Cybersecurity Operations Centers use a "Follow-the-sun" model to provide 24-hour defense from day-today cyber threats across three strategic locations - New York, London and Singapore.

Establishes control requirements for consistently responding to technology-based exception conditions.

This includes the categorization, mitigation, reporting (e.g., communication, escalation, etc.) and root cause analysis associated with anomalous events and incidents.

The firmwide Business Resiliency Program supports an integrated, risk-based approach to safeguard delivery of services to clients and partners in line with their requirements and the Firm's business strategy and principles. In each region, JPMC performs internal exercises incorporating crisis management processes and participates in externally led, sector-wide cybersecurity exercises with other public and private sector entities. Lessons learned from test activities are provided to management with root cause analysis and recommendations to improve overall resiliency.

The Firm maintains physical security controls designed to protect employees, clients, and our assets from external and internal threats. These include controls to restrict physical access and conduct surveillance monitoring at JPMC locations including data centers and computer facilities that contain critical systems and confidential information.

The Firm's screening processes are managed by Global Security and are designed to provide a safe and secure working environment and protect JPMC employees, facilities, assets, and reputation. To the extent permitted by local laws and regulations, the Firm screens prospective and current employees contingent workers and certain current workforce members depending on their access to JPMC premises, systems and information.

Records Management & The Firm's Centralized Records Management controls retention and destruction of the Firm's records Disposal and data based on regulatory and legal requirements. Records Management governs adherence to these requirements by lines of business and corporate functions.

Third Party oversight The Firm's Corporate Third Party Oversight (CTPO) function identifies, controls, assesses, measures, treats, and governs risk from third party suppliers. An Initial Supplier Control Assessment is required at on boarding for new critical, high, and medium risk engagements and aligned supplier-hosted applications. The resulting control effectiveness rating provides a view of the supplier's control environment to help make an informed decision regarding supplier selection and use of the standard Master Service Agreement. The function leverages the Firm's Global Technology Standards for Technical Assessments and additional cybersecurity monitoring is executed in partnership with Security Operations where appropriate.

Training & Awareness The Firm maintains formal Training and Awareness functions focused on privacy and cybersecurity initiatives for maintaining data confidentiality, integrity, and availability. These initiatives include training that reinforces the Firm's Policies and Standards including responding to unauthorized access to or use of information. Live, virtual, and computer-based training are offered on how to identify potential information and cybersecurity risks. This training is mandatory for all employees globally on a periodic basis, and is supplemented by firmwide testing initiatives, including regular phishing tests.

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All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners.

How We Manage Risk
Risk Identification
JPMC maintains a risk identification process to capture and understand cybersecurity risks and threats to the Firm, clients, and stakeholders through changing business, economic, and operating conditions. Our capabilities adhere to the JPMC Risk Identification Framework to identify, document, prioritize, and communicate cybersecurity-related material risks and how they change over time.

Our capabilities incorporate business context, threat intelligence, and regulatory requirements to identify risks. This includes emerging technologies, such as artificial intelligence (Al), cloud computing, and digitization of finance, including blockchain, for which the Firm performs multi-faceted risk assessments in order to identify associated risks.

Assess & Measure Risk
The Firm assesses and evaluates the adequacy of controls via automated or manual processes. Processes, risks, and controls are defined in alignment with Firm taxonomies and recorded in approved systems of record. Control objectives are evaluated by the Firm's risk assessment processes and test controls in accordance with their risk-based methodologies and frequencies. Metrics are maintained to measure material risks and the effectiveness of key controls in accordance with Firm Standards for Operational Risk Metrics and reported to senior management.

Risk Treatment
The Firm monitors and manages risk exposure through prioritized remediation efforts. As required by Firm Policy, issues resulting from a control gap or weakness identified by Global Technology, Independent Risk Management, Internal Audit, and Regulators are recorded in the Firm's approved system of record. Potential solutions are assessed in alignment with risk, business-driven priorities and JPMC's controls and security architecture. Risk Treatment Plans to remediate or accept the risk are approved and monitored regularly for completion with significant delivery issues escalated for senior management attention.

Emerging Technology - Supporting Business Growth
The Firm actively monitors the emerging technology trends that surround our business and wider industry.

These are considered as part of our strategy setting process, and we are diligently working to have the right investment and focus in place so that we are best positioned for success. This particularly applies to emerging technologies, such as artificial intelligence and digitization of finance, including blockchain, for which the Firm performs multi-faceted risk assessments in order to maximize benefit and reduce risk. Al is an extraordinary and groundbreaking technology, and along with the raw material that feeds it, data, will be critical to the Firm's future success.

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8 Copyright © 2024 JPMorgan Chase & Co. All rights reserved. This document contains information that is confidential and is the property of JPMorgan Chase & Co. It may not be reproduced, distributed, or used, in whole or in part, for any purpose other than as expressly authorized by JPMorgan Chase & Co.

All services are subject to applicable laws, regulations, and services terms. All trademarks, trade names and service marks appearing herein are the property of their respective owners.

Our Ongoing Commitment to Our Clients
The Firm continuously enhances our capabilities to protect our clients' data as part of the Firm's business principle of exceptional client service. We strive to support JPMC's innovative, best-in-class client solutions that focus on safety and security, while reflecting a robust governance, risk, and controls environment.

Thank you for your continued confidence in JPMC.

W. Patrick Opet
Managing Director
Global Chief Information Security Officer
Head of Cybersecurity and Technology Controls
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Appendix 8
National Government Commercial Card
Consortium

Page 319 of 658 ends
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