San Luis Obispo City Council
October 7, 2025

SIXTH AMENDMENT TO

MASTER COMMERCIAL CARD AGREEMENT
THIS SIXTH AMENDMENT (the “Amendment”) to Commercial Card Agreement (as amended, supplemented, restated, or replaced from time to time, the “Agreement”) dated as of August 31, 2007 between JPMorgan Chase Bank, N.A. or one or more of its Affiliates (“Bank”) and City of Fort Worth, Texas (“Client”) is made and is effective as of ________________, 2021 (the “Effective Date”).

WHEREAS, Bank and Client entered into the Agreement on August 31, 2007, which has previously been amended by five separate amendments, the last amendment effective June 27, 2018;
WHEREAS, Client issued Request for Proposals for Purchasing Card Services (“RFP No. 21- 0095) on March 17, 2021; and
WHEREAS, pursuant to RFP No. 21-0095, Bank and Client mutually agree to extend the terms of the Agreement for an additional two-year term with the option to renew for two additional twoyear terms; NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledge, Bank and Client agree to amend the Agreement, as previously amended, as follows:

1. Definitions. Capitalized terms used in this Amendment and defined in the Agreement shall be used herein as so defined, except as otherwise provided herein.

2. Acknowledgment. The Parties hereto acknowledge and agree that the term of the Agreement shall be renewed for two (2) years from the Effective Date of this Amendment.

Thereafter, the Agreement shall have the option to be renewed for two (2) additional two (2) year terms unless either Party terminates in accordance with the terms of the Agreement.

3. Exhibit A. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with a new Exhibit A in the form attached hereto as Exhibit A.

4. Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Agreement, as it may have been amended from time to time, shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance with its terms.

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each Party hereto may execute this Amendment by signing any of such counterparts. Facsimile signatures shall have the same force and effect as the original.

REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGE DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC July 30, 2021 CSC No. 35775-A6

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.

JPMORGAN CHASE BANK, N.A.

By ______________________________
Name ______________________________
Title ______________________________
Client Authorization: The undersigned is an officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing), as applicable, of Client, authorized to bind Client to enter into and to perform its obligations under this Amendment. The undersigned certifies to Bank that the governing body of Client has adopted resolutions or other appropriate and binding measures authorizing Client to enter into and perform its obligations under this Amendment and that those resolutions or other appropriate and binding measures were: (a) adopted in accordance with, as applicable, all requirements of law and Client’s organizational or constituent documents, (b) have been entered into the minute books or company records of Client, and (c) are now in full force and effect. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above.

CITY OF FORT WORTH
By ______________________________
Name ______________________________
Title ______________________________
Note: The legal name of any member, managing member or general partner who is signing but is not an individual person must appear in the signature block.

Client Attestation: The undersigned officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing) of Client, hereby certifies that the individual signing above on behalf of Client has been duly authorized to bind Client and to enter into and perform its obligations under this Amendment and that the person signing above on behalf of Client, whose execution of this Amendment was witnessed by the undersigned, is an officer, member, manager, director, managing partner, or general partner (or person authorized to represent the foregoing) of Client possessing authority to execute this Amendment. Client shall provide to Bank immediately upon demand conclusive evidence of the authorizations described above.

By ______________________________
Name ______________________________
Title ______________________________
Note: The person signing the attestation shall be someone different from the person signing above on behalf of Client.

AS APPROVED TO FORM AND LEGALITY
By ______________________________
Name ______________________________
Title ______________________________
DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Vice President
Vincent Saia
Deputy City Manager Acting City Secretary Taylor Paris Assistant City Attorney Jesus Chapa Ronald P. Gonzales Jesus J. Chapa (Aug 2, 2021 15:52 CDT)

Approval Recommended:

By: _______________________________
Name: Reginald Zeno
Title: Chief Financial Services Officer
City of Fort Worth Contract Compliance Manager
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.

By: _______________________________
Name: Elida Torres
Title: Management Analyst I
DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC Elida Torres (Jul 30, 2021 09:43 CDT)
Reginald Zeno (Aug 2, 2021 14:43 CDT)

EXHIBIT A to the Master Terms

FEES & INCENTIVES

1. DEFINITIONS. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement.
“Average File Turn” has the meaning given to it in Section 4.A.i, as applicable. “Bonus Term” means the one (1) year term beginning on the Effective Date of this Amendment. “Combined Net Charge Volume” means the sum of U.S. Net Charge Volume and U.S. Net Virtual Card Charge Volume. “Combined Total Charge Volume” means the sum of U.S. Total Charge Volume and U.S. Total Virtual Card Charge Volume. “Contract Year” means a 12-month period beginning on the Effective Date of this Amendment or any anniversary of such date. “Credit Losses” means all amounts due to Bank in connection with any and all Cards or Accounts that Bank has written off as uncollectible, excluding amounts due in respect of Fraudulent Transactions. "Discount Interchange Rate Transactions" means Transactions made on any and all Cards or Accounts with either an interchange rate below 2.00% under applicable Credit Card Network rules or a Supplier Fee below 2.00%. Those Transactions include but are not limited to Large Ticket Transactions, level 3 Transactions, MasterCard and Visa Partnership programs, and any other programs entered into by the Networks, Client, merchants, Bank, or others whereby the parties to those programs have agreed to interchange rates or Supplier Fees below 2.00% for certain transactions. "Discount Interchange Rate Transaction Volume" means total Discount Interchange Rate Transactions made on any and all Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions. Discount Interchange Rate Transaction Volume is comprised of two categories based on either the interchange rate or Supplier Fee of each transaction as follows:
 "Discount Interchange Transaction Volume Category 1" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee at or above 1.00% (interchange rate or Supplier Fee from 1.00% - 1.99%).  "Discount Interchange Transaction Volume Category 2" covers all Discount Interchange Rate Transaction Volume with interchange rate or Supplier Fee below 1.00% (interchange rate or Supplier Fee from 0.00% - 0.99%). “Fraudulent Transactions” means Transactions made on a Card or Account by a person, other than Client or Cardholder, who does not have actual, implied, or apparent authority for such use, and which the Cardholder or Client receives no direct or indirect benefit.
“J.P. Morgan Virtual Connect Network” means Bank’s proprietary payments technology platform to which merchants may register to receive payment from Client in connection with Client’s Program(s). “Settlement Terms” means the combination of the number of calendar days in a billing Cycle and the number of calendar days following the end of a billing Cycle to the date the payment is due. Settlement Terms are expressed as X & Y, where X is the number of calendar days in the billing Cycle and Y is the number of calendar days following the end of a billing Cycle to the date the payment is due.
“Supplier Fee” or “Merchant Transaction Fee Rate” means the fee established by Bank, in its sole discretion, payable by merchant accepting payment from Client for Transactions made through the J.P. Morgan Virtual Connect Network. “U.S. Net Charge Volume” means total charges made on any and all U.S. dollar issued Cards or Accounts, net of returns, cash advances, convenience check amounts and Fraudulent Transactions. U.S. Net Charge Volume does not include any Discount Interchange Rate Transaction Volume or U.S. Net Virtual Card Charge Volume. “U.S. Net Virtual Card Charge Volume” means total charges made on any and all U.S. dollar issued Virtual Card Accounts, net of returns, cash advances and Fraudulent Transactions. U.S. Net Virtual Card Charge Volume does not include any Discount Interchange Rate Transaction Volume.
“U.S. Total Charge Volume” means the sum of U.S. Net Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Corporate Card, U.S. Purchasing Card, and U.S. One Card Program(s). “U.S. Total Virtual Card Charge Volume” means the sum of U.S. Net Virtual Card Charge Volume and Discount Interchange Rate Transaction Volume associated with the U.S. Virtual Card Account Program(s).

2. BONUSES
A. Signing Bonus
Bank will pay Client a one-time bonus of $160,000.00 within 90 days following execution of this Amendment. Repayment of such bonus may be required as follows:

DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC

i. Should the Agreement be terminated prior to the end of the Bonus Term, Client shall repay the bonus to Bank on a term pro-rata basis.
ii. In addition, should Client fail to achieve at least $600,000,000.00 in Combined Total Charge Volume (“Bonus Term Volume Requirement”) for any reason during the Bonus Term, Client shall repay the bonus to Bank on a volume prorata basis. Such repayment will be deducted from the final rebate payment in respect of the Bonus Term, if any. If the amount of the repayment exceeds the final rebate payment of the Bonus Term, Client shall pay to Bank the amount in excess of the final rebate payment of the Bonus Term. If there is no final rebate payment, Client shall pay to Bank the full amount of such repayment.
iii. If upon termination of the Agreement Bank is owed both an early termination repayment under 2.A.i and a volume shortfall repayment under 2.A.ii and, Client shall be required to pay the larger of the two amounts.

3. REBATES
A. Volume Rebate
Bank will pay each Participant a rebate based on the annual Combined Total Charge Volume achieved by all Participants and the annual Combined Total Charge Volume achieved by the individual Participant according to the following schedule.

The rebate will be calculated as the Volume Rebate Rate (as determined according to the following schedule) multiplied by the annual Combined Net Charge Volume, subject to the rebate adjustments below.

B. Discount Interchange Rate Transaction Rebate
Should all Participants in aggregate achieve the minimum annual Combined Total Charge Volume required to earn a Volume Rebate as stated above, Bank will pay each Participant a rebate based on annual Discount Interchange Rate Transaction Volume associated with each Program. The rebate will be calculated as the Discount Interchange Transaction Rebate Rate (with categories as determined according to the following schedule) multiplied by the annual Discount Interchange Rate Transaction Volume for each respective category associated with each Program, subject to the rebate adjustments below.

4. REBATE ADJUSTMENTS
A. Average File Turn Adjustment
i. The Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will be adjusted (either increased or decreased as applicable) based on the Average File Turn of Client’s Program(s) over a Contract Year (“Average File Turn Adjustment”).
ii. The Average File Turn Adjustment for each Participant’s Program(s) is calculated by determining the difference between Client’s actual Average File Turn for such Program(s) and 29. If the Participant’s actual Average File Turn for such Program(s) is less than 29, the Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will Combined U.S. One Card, U.S. Virtual Card, U.S. Purchasing Card and U.S. Corporate Card Programs Annual
Combined
Total Charge
Volume of all
Participants
Volume Rebate Rate applied to annual Combined Net Charge Volume for Individual Participant at 29 File Turn Days $250k $1MM $5MM $10MM $15MM $20MM $25MM $30MM $40MM $50MM $75MM $100MM $150MM $1 0.50% 1.03% 1.53% 1.68% 1.73% 1.76% 1.79% N/A N/A N/A N/A N/A N/A $25,000,000 0.50% 1.04% 1.54% 1.69% 1.74% 1.77% 1.80% 1.83% 1.86% 1.89% N/A N/A N/A $75,000,000 0.50% 1.05% 1.55% 1.70% 1.75% 1.78% 1.81% 1.84% 1.87% 1.90% 1.93% 1.95% N/A $150,000,000 0.50% 1.06% 1.56% 1.71% 1.76% 1.79% 1.82% 1.85% 1.88% 1.91% 1.94% 1.96% 1.98% $200,000,000 0.50% 1.07% 1.57% 1.72% 1.77% 1.80% 1.83% 1.86% 1.89% 1.92% 1.95% 1.97% 1.99% $300,000,000 0.50% 1.08% 1.58% 1.73% 1.78% 1.81% 1.84% 1.87% 1.90% 1.93% 1.96% 1.98% 2.00% $400,000,000 0.50% 1.09% 1.59% 1.74% 1.79% 1.82% 1.85% 1.88% 1.91% 1.94% 1.97% 1.99% 2.01% $500,000,000 0.50% 1.10% 1.60% 1.75% 1.80% 1.83% 1.86% 1.89% 1.92% 1.95% 1.98% 2.00% 2.02% $600,000,000 0.50% 1.11% 1.61% 1.76% 1.81% 1.84% 1.87% 1.90% 1.93% 1.96% 1.99% 2.01% 2.03% $800,000,000 0.50% 1.12% 1.62% 1.77% 1.82% 1.85% 1.88% 1.91% 1.94% 1.97% 2.00% 2.02% 2.04% $1,000,000,000 0.50% 1.13% 1.63% 1.78% 1.83% 1.86% 1.89% 1.92% 1.95% 1.98% 2.01% 2.03% 2.05% Discount Interchange Rebate Rate for Combined U.S. One Card, U.S. Single-Use Account, U.S. Purchasing Card and U.S. Corporate Card Programs Volume by Individual Participant Discount Interchange Rebate Rate Categories Discount Interchange Rebate Rate @ 29 File Turn Days Category 1 0.90%
Category 2 0.15%
DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC

each be increased by 0.0050% for each whole number less than 29. If the Participant’s actual Average File Turn for such Program(s) is greater than 29, the Volume Rebate Rate and Discount Interchange Transaction Rebate Rate will each be decreased by 0.0050% for each whole number greater than 29 but less than 46. iii. If Client’s actual Average File Turn under Section 4.A.ii is greater than 45 days, Participant will not qualify for any rebate payment (as described below in the General Rebate Terms Section).

B. Interchange Rate or Supplier Fee Adjustment
In the event of a reduction in either interchange rates by the Credit Card Networks or Supplier Fee, Bank reserves the right to adjust the rebate rates and fees accordingly.

5. GENERAL REBATE TERMS
A. Annual Rebates
i. Rebates will be calculated annually in arrears. Rebate payments will be made in USD within the ninety (90) day period after the end of the Contract Year (the “Rebate Calculation Period”) via wire transfer to a business account designated by Participant and authenticated by Bank. Payment is contingent upon Bank receiving Participant’s wire instructions and Bank’s authentication of such instructions prior to the end of the Rebate Calculation Period. ii. Rebate amounts are subject to reduction by all Credit Losses. If Credit Losses exceed the rebate earned for any Contract Year, Participant shall pay to Bank the amount in excess of the rebate, which invoice shall be due and payable in accordance with the terms of such invoice. If Participant is participating in more than one Program, Bank reserves the right to offset any Credit Losses from one Program against any rebate earned under any other Program. In no event will Bank pay Participant a rebate for the year in which the Agreement is terminated.

B. To qualify for any rebate payment, all of the following conditions must be met. i. Participant is not in default under the Agreement at the time of rebate calculation and payment. ii. Account(s) must be current at the time of rebate calculation and payment. iii. Average File Turn must be less than 46 days (as stated in the Average File Turn Adjustment section).

6. SETTLEMENT TERMS
Payment must be received by Bank in accordance with the Settlement Terms. Late payments shall be subject to fees as specified in the Fees Section of this Exhibit. Participants may elect Settlement Terms of 30 & 25, 30 & 14, 30 & 7, 14 & 7, 7 & 1 and 1 & 1 for the U.S. Virtual Card, U.S. Purchasing Card, U.S. Corporate Card and U.S. One Card Program(s).

7. FEES
A. United States
The following are the fees associated with U.S. Virtual Card, U.S. Purchasing, U.S. Corporate and U.S. One Card Programs:

STANDARD SERVICES AND FEES
Late payment charge Central bill: 1% of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter
Individual bill: 1% of full amount past due assessed 28 days after end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through J.P. Morgan.

Standard card $0.00

ADDITIONAL SERVICES AND FEES
Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) Executive card $75 annual fee per card
If Client requests services not listed in this schedule, Client agrees to pay the fees associated with such services.

DocuSign Envelope ID: 9F1E1B7A-8695-4A80-A4F3-399D242214AC

Certificate Of Completion
Envelope Id: 9F1E1B7A86954A80A4F3399D242214AC Status: Completed Subject: Please DocuSign: City of Fort Worth - 6th Amendment to MCCA.2021.07.28(executioncopy).docx ECID: NA
Request# (IR#; Service Portal Case#, CardPro# etc):

Source Envelope:

Document Pages: 6 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 0 Lynne Krueger
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
1111 Polaris Parkway
Columbus, OH 43240
[email protected]
IP Address: 159.53.78.144
Record Tracking
Status: Original
7/30/2021 8:36:19 AM
Holder: Lynne Krueger
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: JPMC Security Pool Signer Events Signature Timestamp
Vincent Saia
[email protected]
Vice President
JPMorgan Chase
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 159.53.78.142
Sent: 7/30/2021 8:36:52 AM
Viewed: 7/30/2021 8:41:32 AM
Signed: 7/30/2021 8:42:06 AM
Freeform Signing
Electronic Record and Signature Disclosure:

Accepted: 7/14/2021 11:09:33 AM
ID: 0453320d-7754-4a98-9f0f-3c514b99621f
Company Name: JPMorgan Chase
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/30/2021 8:36:52 AM
Certified Delivered Security Checked 7/30/2021 8:41:32 AM Signing Complete Security Checked 7/30/2021 8:42:06 AM
Completed Security Checked 7/30/2021 8:42:06 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
This Electronic Record and Signature Disclosure (“Terms”) sets forth the terms and conditions upon which JPMorgan Chase Bank, NA or its affiliates (“JPMorgan”) will accept a document signed by an authorized person (“Authorized Signer”) of a customer (“Customer”) of JPMorgan, using an electronic signature (“E-Signed Document”). Neither Customer nor JPMorgan are obligated to use or accept electronic signatures. The Customer may request that a document presented to it through a Platform be provided for manual signature. JPMorgan may require that the Customer provide a document or instruction manually signed by an Authorized Signer along with evidence of the Authorized Signer’s authority to execute such document or instruction.

1. Eligible Platforms.

JPMorgan only accepts E-Signed Documents signed through e-signature platforms (each, a “Platform”) acceptable to JPMorgan on the terms set forth herein. A list of Platforms is available from JPMorgan upon request.. JPMorgan may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by JPMorgan or internally by the Customer. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing that the document has not been modified since the signature was applied and a certificate of completion or audit trail providing details about each signer on the document, which must include, at a minimum, the signer’s email address and timestamp (“Completion Document”).

2. Configuration of Platforms.

The Customer is responsible for its own use and configuration of each Platform. Security features (including, without limitation, encrypted messages, additional authentication requirements or features designed to prevent a document from being reassigned to another individual for signature) are included on the Platform for the benefit of the Customer (including, without limitation, to mitigate against fraud). By choosing not to use (or, in the case of encryption, not having the capability to use) any one or more security features, the Customer accepts the risks associated with not using such security measures. JPMorgan is not liable for any loss suffered by the Customer as a result of the Customer not using such security measures. The designated recipient of an email received from a Platform may not forward such email to another person for e-signature. If a document is misdirected, the recipient should contact JPMorgan or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Terms will in no way be affected by a Customer’s choice not to use a security feature.

3. Authority Documents; Personal Data.

Electronic Record and Signature Disclosure created on: 11/20/2020 8:18:43 AM Parties agreed to: Vincent Saia

The Customer has separately provided JPMorgan with documentation (i) showing or certifying the authority of its Authorized Signers to sign documents on behalf of the Customer and (ii) containing the correct name, business email address, and telephone numbers (“Personal Data”) for each Authorized Signer (“Authority Documents”). The Customer represents and warrants that the information contained in the Authority Documents is accurate and complete, and that the Customer will promptly notify JPMorgan if there are any changes to the Authority Documents, including if an Authorized Signer’s authority is modified or revoked. JPMorgan is authorized to rely on the information set forth in the Authority Documents until it receives and has had a reasonable time to act on such notice. In instances where JPMorgan initiates the signing event, JPMorgan will share Personal Data with the Platform for the sole purpose of facilitating the eSigning process, and the Customer and Authorized Signer hereby, and by executing an E-Signed Document, consent to the sharing of such information and waives (to the extent permissible) any restrictions on sharing such information under applicable law. Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of one year.

4. JPMorgan’s Review of E-Signed Documents.

Upon receiving an E-Signed Document, JPMorgan will review the applicable Completion Document and current Authority Documents to (i) to verify that the signer of the E-Signed Document is an Authorized Signer, and (ii) verify that the email address associated with the electronic signature on the E-Signed Document is the email address of an Authorized Signer.

JPMorgan will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by JPMorgan. The Customer agrees that verification of each E-Signed Document in accordance with this paragraph shall be deemed as prima-facie evidence of its having been duly executed by the Authorized Signer whose electronic signature appears thereon.

5. Customer Representations and Warranties; Acknowledgements.

The Customer represents and warrants on a continuous basis that (i) each E-Signed Document has been validly executed by duly Authorized Signer(s) in accordance with the requirements of applicable law in the Customer’s place of incorporation and, to the extent relevant, the Customer’s constitutional documents; and (ii) each E-Signed Document constitutes a valid, legal, enforceable and binding obligation of the Customer. The Customer acknowledges that JPMorgan has relied on the foregoing representations and warranties when accepting E-Signed Documents.

The Customer confirms that each E-Signed Document constitutes an electronic record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such printed copies will be treated to the same extent and under the same conditions as other original business records created and maintained in documentary form.

The Customer represents and warrants that it has commercially reasonable policies and procedures intended to prevent unauthorized access to email messages delivered to any Authorized Signer at the Authorized Signer’s business email address, which include the following: (i) each Authorized Signer is assigned a unique business email address; (ii) the Authorized Signer’s access to the business email account requires at least the use of a unique username and password; and (iii) the Authorized Signer is required to maintain the security of

the log-in password and other security used to access the business email account and not to reveal them to any other person.

6. Limitation of Liability; Indemnification.

JPMorgan assumes no responsibility or liability arising from operation of a Platform or the transmission, treatment or storage of any data by a Platform, including, without limitation, any Personal Data. In consideration of JPMorgan accepting E-Signed Documents, the Customer indemnifies and holds JPMorgan, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or resulting from JPMorgan’s reliance on these Terms or on an E-Signed Document executed on behalf of the Customer.

7. Governing Law.

These Terms and any non-contractual obligations arising out of or in relation to its terms shall be governed by the governing law and forum specified in the related E-signed Document, provided that when there is no governing law specified, these Terms shall be governed by and construed in accordance with the laws of New York and disputes arising out of or relating to its terms or any non-contractual obligations arising out of or relating to its terms will be submitted for resolution to the exclusive jurisdiction of the courts of New York, NY, without reference to the conflicts of laws provisions thereof. The Customer agrees that Personal Data will be subject to the laws and legal procedures of the jurisdictions where Platform’s databases are located and to the Platform’s data retention policy.

8. Entire Agreement.

Except as otherwise agreed, these Terms shall constitute the entire agreement between JPMorgan and Customer with respect to the use and acceptance of electronic signatures. Therefore, any terms and conditions displayed through a Platform, on the Platform’s website, or on the Customer website, or any other Customer terms and conditions, related to the use and acceptance of electronic signatures shall not be binding on JPMorgan or the Customer.

These Terms do not apply to Customers in connection with accounts and/or services provided by CB “J.P. Morgan Bank International” (LLC).

If you agree to these terms and conditions, please confirm your agreement by checking the ‘I agree’ box on the banner ribbon on the web page where you accessed this Consent.

By checking the 'I agree' box, I agree that:
 The documents that are subject to this Consent are solely for business or commercial purposes.
 You are under no obligation to deliver future documents electronically.  You can convert any paper document into electronic form and destroy the original paper document or convert any electronic document to a paper document. The retained form of a converted document shall be deemed to be an original for all purposes. Any converted document shall remain fully enforceable in accordance with its terms. Destroying the

original paper document evidencing a debt, or converting such a document from one form to another, will not constitute forgiveness, novation or cancellation of the debt.  If there is an inconsistency between this Consent and any provision of another document, the terms of this Consent will prevail
 I can access and read this Consent and each document delivered to me electronically through the DocuSign system.
 I can print this Consent on paper or save it for future reference and access.  I consent to receive documents electronically through the DocuSign system and any and all documents electronically signed by me are valid and enforceable as if they contained my original signature.

Appendix 9
Sample reports

TREASURY SERVICES
J.P. Morgan AccessP
®
Sample Reports Guide
June 2022

J.P.Morgan Access® Sample Reports Guide 2
Last Modified: June 29, 2022
This guide is confidential and proprietary to J.P.Morgan and is provided for your general information only. It is subject to change without notice and is not intended to be legally binding. All services described in this guide are subject to applicable laws and regulations and service terms. Not all products and services are available in all locations. Eligibility for particular products and services will be determined by JPMorgan Chase Bank, N.A. or its affiliates. J.P.Morgan makes no representation as to the legal, regulatory or tax implications of the matters referred to in this guide.

J.P.Morgan is a marketing name for the Treasury Services businesses of JPMorgan Chase Bank, N.A., member FDIC, and its affiliates worldwide.
©2022 JPMorgan Chase & Co. All rights reserved.

J.P.Morgan Access® Sample Reports Guide 3
J.P. Morgan 2TAccessP
®
P2T Reports
Reporting made easy
The ability to share information quickly is critical in today’s fast-paced business environment. Access provides a powerful reporting tool—one that delivers timely, accurate data through reports that are easy to create and review. You can analyze and manage cash flow, select the information you need and present and schedule reports from a single screen. Access Reports are customizable to fit your needs.

Manage reports quickly and easily to save time
Access provides a simple way to manage reports. With just a few clicks, you can see a high-level snapshot of your balances or a comprehensive transaction history. Design reports to deliver information you need when you need it, enabling you to save time and make more informed cash management decisions.

Designed to work the way you do
View balances and transactions your way through Access Reports’ comprehensive and customizable capability and flexible features and functions. You can now customize and schedule reports from a single screen, view your check and deposit images with corresponding transactions, and organize accounts into groups.

Customized to fit your needs
Select a standard master format to run a report or tailor the report criteria to view the exact accounts, transactions and balances that you need. You can then share your customized report with recipients of your choice or schedule reports to run on a recurring basis.

Ten master formats form the foundation of the Access centralized reporting capability: Balance and Transaction, Transaction Detail – Interactive, Checks Paid, Controlled Disbursement, EDI, Regional, Returns and Exceptions, Wire Detail, Payment and Template. Each can be customized to create reports tailored to your specific criteria.

Examples of reports using standard and customized formats (tailored to show specific information) are provided on the following pages.

J.P.Morgan Access® Sample Reports Guide 4
2 3
4 1
Table of Contents
A Quick Tour of Reports
Ten master formats form the foundation of the Access reporting capability. Each format can be customized to create reports tailored to your specific needs.

Balance and Transaction
Includes top-line balance and transaction summaries, detailed transaction records and time-specific data.

Available for current-day, previous-day and date-range periods. 34TBalance and Transaction Account Report..................................................................................................... 634T 34TBalance and Transaction Summary and Detail Report ................................................................................. 734T 34TBalance and Transaction Summary and Detail Report with Originated ACH Item Reconciliation ................ 834T 34TBalance and Transaction Summary Report .................................................................................................. 934T 34TBalance and Transaction Detail Report34T ..................................................................................................... 10 34TBalance and Transaction Location Report34T ................................................................................................. 11 Checks Paid
Includes detailed information about checks paid by date. 34TChecks Paid Report - Date34T .......................................................................................................................... 12 Controlled Disbursements
Provides interim and final presentments and funding across all or selected disbursement sites, offering summary and detailed information.
34TControlled Disbursement Summary and Detail Report.............................................................................. 1334T 34TControlled Disbursement Summary Report............................................................................................... 1434T 34TControlled Disbursement Detail Report..................................................................................................... 1534T EDI
Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe® PDF or ANSI X12 820 formats.
34TEDI Payments with Invoices Report ............................................................................................................ 1634T 34TEDI Payments Report .................................................................................................................................. 1734T

J.P.Morgan Access® Sample Reports Guide 5
9 10
8 5
6 7
Regional
Reports designed for specific regional branches and their unique information needs. Only available for Asia based and other select accounts.
34TCheck Status Report ................................................................................................................................... 1834T 34TCheck Draft Collections Report.................................................................................................................. 1934T 34TDirect Debit Report..................................................................................................................................... 2034T 34TPost Dated Check Report............................................................................................................................ 2134T 34TStandard Collections Report ...................................................................................................................... 2234T 34TWithholding Tax Report.............................................................................................................................. 2334T Returns and Exceptions
Provides a detailed view of your return items, including check returns, ACH returns and ACH Notification of Change (NOC).
34TReturns and Exceptions Report ................................................................................................................. 2434T Transaction Detail Report - Interactive
Provides list view of transactions with several interactive features to customize the report in your way.

Report also produces charts on transactions.
34T Transaction Detail Report - Interactive .................................................................................................... 2534T Wire Detail
Provides incoming and outgoing wire transaction information for Fedwire, CHIPS, SWIFT and Book Transfer, with complete advice-level detail. This report is also available by account. 34TWire Detail Report - Date ........................................................................................................................... 2634T Payment
Provides payment transaction (wire, ACH and account transfer) information for current, pending and completed transactions originated by your company.
34TPayment Summary Report.......................................................................................................................... 2734T 34TPayment Detail Report ................................................................................................................................ 28 Template
Provides payment template information for all payment types by account. Transactions are displayed for each account separately.
34T Template Summary Report......................................................................................................................... 2934T 34T Template Detail Report............................................................................................................................... 3034T

J.P.Morgan Access® Sample Reports Guide 6
Provides a detailed view of balance and transactions by account. 1 Balance and Transaction Account Report

J.P.Morgan Access® Sample Reports Guide 7
Provides a summary and detailed view of balance and transactions by date. 1 Balance and Transaction Summary and Detail Report

J.P.Morgan Access® Sample Reports Guide 8
Provides batch and detail level information for originated ACH transactions (Please 1 contact your J.P. Morgan representative to learn more and to be setup on this service.

Provided this service is setup for your account, user will need to select “Include ACH Originated Items” in Data and Display tab in Create a new report format screen).

Balance and Transaction Summary and Detail Report with ACH Batch Detail Summary and Detail with Originated ACH Item Reconciliation

J.P.Morgan Access® Sample Reports Guide 9
Balance and Transaction
Provides a summary view of balances by date
Summary Report
.
1

J.P.Morgan Access® Sample Reports Guide 10
Balance and Transaction
Provides a detailed view of
Detail Report
transactions by date.
1

J.P.Morgan Access® Sample Reports Guide 11
Provides a detailed view of balance and transactions by location. 1 Balance and Transaction Location Report

J.P.Morgan Access® Sample Reports Guide 12
Checks Paid
Provides a detailed view o
Report - Date
f checks paid by date.
2

J.P.Morgan Access® Sample Reports Guide 13
Controlled Disbursement
Provides a funding summary and details for
Summary and Detail Report
controlled disbursement accounts.
3

J.P.Morgan Access® Sample Reports Guide 14
Controlled Disbursement
Provides a funding summary for
Summary Report Summary
controlled disbursement a
Report
ccounts. 3

J.P.Morgan Access® Sample Reports Guide 15
Provides
Controlled Disbursement
paid check details for
Detail Report
controlled disbursement accounts.
3

J.P.Morgan Access® Sample Reports Guide 16
Provides detailed remittance and invoice information for electronic receivables or 4 payments for a specific settlement date in Adobe® PDF or ANSI X12 820 (text) formats.

EDI Payments with Invoices Report

J.P.Morgan Access® Sample Reports Guide 17
EDI
Provides
for a specific settlement date in Adobe® PDF
Payments Report
summary of remittance information for
format.
electronic receivables or payments
4

J.P.Morgan Access® Sample Reports Guide 18
Regional Report
Provides
for Asia based
the status and other information for issued checks and drafts. Only available and other select
– Check Status
accounts.
5

J.P.Morgan Access® Sample Reports Guide 19
Regional Report
Provides the
based and other select accounts.
detailed
– Check Draft Collection
information on paper collection items
s
. Only available for Asia
5

J.P.Morgan Access® Sample Reports Guide 20
Regional Report
Provides information about direct debit transactions and the status of the transaction Only available for Asia based and other select
– Direct Debit
accounts.
.
5

J.P.Morgan Access® Sample Reports Guide 21
Regional Report
Provides the status of future dated checks that are warehoused by J.P. Morgan.

Only available for Asia based and other select
– Post Dated Check
accounts.
5

J.P.Morgan Access® Sample Reports Guide 22
Regional Report
Provides the details of a variety of incoming transactions posted to account. Only available f
– Standard Collections
or Asia based and other select accounts.
your J.P. Morgan
5

J.P.Morgan Access® Sample Reports Guide 23
Provides the detailed information on Taxes withheld on a monthly basis for your J.P. 5 Morgan account. Only available for Thailand based and other select accounts.

Regional Report – Withholding Tax

J.P.Morgan Access® Sample Reports Guide 24
P
returns and ACH Notification of Change (NOC)
rovides a detailed view of return and exception items, including check returns, ACH . Asia based accounts will only have
6 electronic transactions-based return information.

Returns and Exceptions Report

J.P.Morgan Access® Sample Reports Guide 25
Provides
Once the
a
Online report is
highly customizable
generated, you can customize the report
list view of transactions with dynamic graphic options
using a host of
. 7
interactive features and then download the report in PDF or Excel format. Online changes can be saved as a new Customized Report.

Transaction Detail Report - Interactive

J.P.Morgan Access® Sample Reports Guide 26
P
Fed
rovides incoming and outgoing wire transaction information by date for wire, CHIPS, SWIFT and Book Transfer with complete advice-level detail. This 8 report is also available by account.

Wire Detail Report - Date

J.P.Morgan Access® Sample Reports Guide 27
Payment
Provides originated p
Summary Report
ayment transaction information at a summary level.
9

J.P.Morgan Access® Sample Reports Guide 28
Payment
Provides originated
Detail Report
payment transaction information at a detail level.
9

J.P.Morgan Access® Sample Reports Guide 29
Template
account
Provides summary information
. Template
Summary Report
s are displayed for each account separately.
of the templates created for all payment types by
10

J.P.Morgan Access® Sample Reports Guide 30
Template
Templates are
Provides detail
Detail Report
displayed for each account separately.
-level information on the templates created for all payment types. 10

Appendix 10
Sample product and service terms and
agreements

Core Signer Authorization V1.3_09_30_19
What is this
form?
This form allows the Customer to:
• designate officers who manage the Customer’s relationship (Managing Officers), and • provide contact details and an example of each Managing Officer’s signature.

This form applies to all Accounts and Services that each Customer has, or in the future may have, with JPMorgan Chase Bank, N.A., and any of its affiliates (the Bank). When first provided, it replaces any prior certificates of incumbency or Customer-level Authorization on file with the Bank
Definitions A defined term has the meaning given in the Account Terms unless defined here or the context indicates otherwise.

Part 1: Customer
If you need to add more entities, Part 1 continues on the last page.

Legal name TIN/SSN
Organization
Government Entity If type is “other”, describe here:

Part 2: Managing Officer
Managing Officer authorities
Customer authorizes each Managing Officer to, on its behalf:
• open, maintain or close an Account
• enroll in, agree to use or terminate a Service
• receive, sign or acknowledge any Items, and Account or Service agreements, notices, terms or documents • order Account payments by paper or electronic means
• give or verify an Instruction
• endorse Items payable to the Customer
• change or withdraw the authority of account signers and Authorized Persons, and • delegate one or more of these authorities in writing.

If this section is left blank, then the Certifying Officer will be the only Managing Officer for all Accounts and Services.

For a Managing Officer of a Sole Proprietorship, this authorization:
• constitutes a durable power-of-attorney appointing each Managing Officer as the Customer’s “Attorney-in-fact,” and • will survive the Customer’s incompetence, incapacity, or disability.

Appendix 1
Pricing pro forma

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

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

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

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

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

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

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.

Appendix 2
Required Services Pricing worksheet

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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

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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

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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

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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

The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities.

Telecommunications Device for the Deaf (805) 781-7410.

Notice Requesting Proposals for Banking Services FIN-BS-01 The City of San Luis Obispo is requesting proposals for banking services pursuant to specification No. FINBS-01.

All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidNet Direct (www.bidnetdirect.com/).

All proposals must be received via BidNet Direct by June 4, 2025, at 3 p.m., when they will then be opened electronically via BidNet Direct on the proposal end date and time.

The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit a paper copy, please submit it in a sealed envelope plainly marked “Proposal for Banking Services,” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, at or before 3pm on [DATE] Project packages and additional information may be obtained at the City’s BidNet Direct website at www.BidNetDirect.com.

For technical help with BidNet Direct please contact BidNet Direct tech support at 800-835-4603.

TABLE OF CONTENTS
INTRODUCTION………………………………………………………………………………………………………………………………….1 SCOPE OF WORK………………………………………………………………………………………………………………………………..1 QUALIFYING REQUIREMENTS…………………………………………………………………………………………………………….3 FINANCIAL INSTITUTION PROFILE………………………………………………………………………………………………………3 STAFFING…………………………………………………………………………………………………………………………………………..3 BANKING SERVICES……………………………………………………………………………………………………………………………4 REPORTING……………………………………………………………………………………………………………………………………….7 PRICING…………………………………………………………………………………………………………………………………………….7 OPTIONAL SERVICES………………………………………………………………………………………………………………………….7 ADDITIONAL SERVICES………………………………………………………………………………………………………………………8 CONVERSION…………………………………………………………………………………………………………………………………….8 EVALUATION OF PROPOSALS…………………………………………………………………………………………………………….8 PROJECT SCHEDULE…………………………………………………………………………………………………………………………..9 GENERAL TERMS AND CONDITIONS………………………………………………………………………………………………….9 CONTRACT PERFORMANCE………………………………………………………………………………………………………………10 SPECIAL TERMS AND CONDITIONS……………………………………………………………………………………………………11 PROPOSAL SUBMITTAL SUMMARY…………………………………………………………………………………………………..13 REFERENCES……………………………………………………………………………………………………………………………………..14 STATEMENT OF PAST CONTRACT QUALIFICATIONS………………………………………………………………………… 15 REQUIRED SERVICES PRICING………………………………………………………………………………………………………….17 EXHIBIT A – FORM OF AGREEMENT AND INSURANCE

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A. INTRODUCTION
The City of San Luis Obispo (City) is seeking proposals from qualified financial institutions to provide comprehensive banking services and related financial services. Currently, the City's general banking and merchant services are provided by JP Morgan. The financial institution must be incorporated under the laws of the State of California or of the United States, with an office/deposit location within the City limits.

The City is a "charter city" incorporated on February 19, 1856. It is located in San Luis Obispo County and has an estimated population of 45,000. The Council is comprised of five elected citizens and the City Manager is the City's chief executive.

The City currently has 470 regular employees and may employ over 200 temporary employees on a seasonal basis. For fiscal year 2025-2026, the City has proposed a budget of approximately $200 million, which includes capital expenditures of approximately $50 million.

The City's primary objective is to evaluate the current market environment for banking services, and establish a new contract with a financially secure bank that best meets the City's needs and offers the highest quality of service at the lowest cost.

The City intends to maintain all commercial banking services with one financial institution institution to improve our banking, cash management, and customer services capabilities without sacrificing internal controls, especially in areas of account reconciliation, direct deposit, and positive pay, ACH and other electronic transactions. However, the City reserves the right to award multiple banking services contracts if it is deemed in the City's best interest to do so.

The City will endeavor to administer the proposal process by the terms and dates outlined in this RFP; however, the City reserves the right to modify the activities, timeline, or any other aspect of the process at any time, as deemed necessary by City staff.

By requesting proposals, the City is not obligated to award a contract or pay the expenses of proposing financial institutions in connection with preparing or submitting a proposal. The awarding of any contract will be contingent on the availability of funds and the requisite staff and Council approvals. The decision to award any contract will be based on variousfactors listed under Section XI - Evaluation of proposals and negotiations. The city is interested in business with banking professionals dedicated to the government market. No single factor will determine the final award decision.

B. SCOPE OF WORK

1. Establish a general account and a sweep account as may be necessary to meet the banking requirements of the City.

2. Bank must be qualified depository for public fund pursuant to the applicable State of California codes. All balances must be collateralized through the pool collateral system required under the

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3. Disburse funds via repetitive wire transfers or ACH upon either telephone or online request of an authorized person under best accounting internal control practices

4. Accept and send ACH transactions and provide online notification of ACH deposits within 24 hours.

5. Accept and send other electronic deposits including, but not limited to, image cash letter files created by the City remittance processing software and the City utility billing website payment processor.

6. Process direct deposit of employee payroll bi-weekly. Approximately 600 of the City employees receive their payroll via direct deposit.

7. Provide consolidated deposits for customer payments made through online bill payment providers. Provide a single file of these payments to the City for posting through direct integration with current and future accounts receivable systems.

8. Provide credit card merchant services.

9. Provide full account reconcilement, positive pay services, electronic fraud protection, electronic deposits and disbursements.

10. Accept deposits at vault locations and at local branch if necessary.

11. Provide armored car services. Courier pick-ups at City Hall shall be made no earlier than 11 :00 a.m. to allow sufficient time for the preparation of the deposit, and no later than required to ensure proper credit to the City's account on that day.

12. Provide deposit slips, deposit bags and coin wrappers free of charge to the City's Finance Department.

13. Provide coin counting and bagging services for parking meter collections.

14. Process State of California Local Agency Investment Fund transfers and receives electronic funds payments for deposit of other State and county apportionments.

15. Provide automated account reconcilement reporting services for City accounts. Available information should include, but not be limited to: closing ledgers, closing collected, opening ledgers, opening collected, float, previous day debit, and credit details (including bankcard deposits, sweep transfers, and ACH credit and debit detail).

16. Provide online access to account information, cleared checks, and automated stop payment.

17. Provide monthly activity and account analysis statements and reports for all accounts. The statement cutoff should be the last day of the month. Statements must be sent no later than the 10th of the following month.

18. Provide a quarterly review of the City's account balances and opportunities to improve the City's cash management, to be held at the City Offices.

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C. Qualifying Requirements

1. Be a federally or State of California chartered financial institution.

2. Be a member of the Federal Reserve System and have access to all services.

3. Be a qualified depository for public funds.

4. Be a full-service bank in good standing among other comparable banks.

5. Be capable of providing the services sought by the City.

6. Have an established office within the City limits.

7. Agree to assign experienced and dedicated staff who are committed and capable of servicing the City's accounts.

8. Be in compliance and good standing with the Community Reinvestment Act.

9. Be sufficiently capitalized to accommodate the City's cash/investment management needs.

D. Required Services
Interested vendors must provide the following information to the City to be considered a viable candidate for this contract:

E. Financial Institution Profile

1. Provide a general overview of financial institution, customer service philosophy, and identification of the primary office or branch that the City will be assigned to and where the City will conduct its banking business.

2. Describe the financial institution's experience in providing similar services for other public clients.

Please include the number of public agency clients, the dollar amount of public funds on deposit, and financial institution's knowledge of and adherence to the California Government Code and other applicable laws.

F. Staffing

1. Provide resumes of financial institution officers that will be directly involved in the management of the City account; who the primary contact will be; and what, if any, experience these officers have in working with public clients, including the number of years with the proposer's bank.

2. Describe your bank policy on changing the primary contact person on an account

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G. Banking Services

1. Describe the financial institution's ability to provide the banking services described in Section III, Scope of Services, above and to what extent, if any, the service is automated.

2. Describe how interest will be calculated and credited on all accounts. Be specific.

3. What is the ledger cutoff time for deposits at the financial institution's local branch and at the financial institution's Processing Center? What time would the financial institution propose to schedule the daily courier collection to ensure the deposits meet this deadline?

4. Describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the financial institution provide? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy be provided to the City?

5. Describe the financial institution's returned item handling and notification procedures. Is an automatic re-clearing option available? How long does it take for returned items to be sent to the City? What is the notification process?

6. Describe the financial institution's stop payment service and features. Can stop payments be entered online? How long is a stop payment effective?

7. Provide a copy of the availability schedule that would apply to deposits into the City accounts.

8. List the address of all branch offices in the City's vicinity.

9. Provide a list of the financial institution's holidays.

10. Describe how the financial institution will collateralize the City deposits.

11. Provide a detailed description of the controls in place to ensure the integrity of the funds transfer system.

12. Describe the types and amounts of insurance and bonding carried.

13. Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations.

14. Does the financial institution guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? If not, what fees will be charged for such services.

15. Does the financial institution have the ability to confirm the clearing status of a check as an online service?

16. Describe how to receive copies of paid items. How long does it take to obtain a copy of a paid check? Is this service available online?

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17. Does the financial institution offer online imaging service? If so, please describe the service, the costs associated with this service and how long images are available online.

18. The City collects and deposits parking meter coin. The coin is picked up by the bank's armored car service three times per week, transported to the bank's central cash vault, counted and deposited into the City general checking account.
• Does the financial institution offer a coin counting and deposit service? • Please describe the process.
• What is the charge for this service?

19. The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives electronic funds payments for deposit of various State and county apportionments. • Is the financial institution an approved State of California depository? If so, provide documentation to demonstrate the necessary authority to serve as the City's treasury and provide banking services in this RFP.
• What is the charge per transfer to LAIF? From LAIF?
• Please describe the LAIF transfer process. Are the transfers done by telephone, terminal (ACH), wire transfer, etc.?
• Does the financial institution have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office?

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. • What are the different ACH file transmission options available to the City? • 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?
• 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.
• What screening measures does the financial institution use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.?

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. • What authorization methods do you support and which do you recommend? • 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. • What are the fees associated with debit card transactions? • How is the applicable interchange fee determined for each transaction? What does the financial institution recommend to minimize interchange fees? • Provide a detailed rate and fee structure with breakdown of all the fees, including bank and association charges.
• 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

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or debited separately? Is the discount fee refunded when a charge back or refund occurs? What is the rebuttal process?
• 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?
• 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. • 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.

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. • What are the different ACH file transmission options available to the City? • 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?
• How does the financial institution handle transmission of online bill payments? • Does the financial institution have any limitations in working and accepting depositsfrom third party payment processors?
• Does the financial institution accept image cash letter files for deposit? Briefly describe what is required in terms of paper check storage and retention.

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.
• Describe testing of core services applications and systems that assure information backup, anti-intrusion and other privacy requirements.
• Describe operational diversification and geographical dispersal of service Centers.

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?
What are your file transmission security requirements
Are customers able to manage ACH Debit/Credit ID’s themselves? • Please describe your process for submitting checks for positive pay and for clearing positive pay exceptions?
• 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? • What other options are available to receive payment, such as elockbox or electronic bill payments? Is this a third party processor or in-house?

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• 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? 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)
• 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? • Do you offer vendor payments via virtual credit cards? H. Reporting
Describe the frequency and format of reports that you would provide to the City and include sample reports and records.

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.

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?

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?

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 chargesto balance requirements, and a listing of your earning credits and reserve requirements.

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.

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. 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

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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

2. Electronic accounts payable processing.

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.

L. Conversion

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

2. What lead-time do you expect will be necessary before the conversion begins?

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

M. Evaluation of Proposals
Proposal Evaluation and Selection. Proposals will be evaluated by a review committee based on the following criteria:

1. Understanding of the work required by the City.

2. Quality, clarity and responsiveness of the proposal.

3. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City.

4. Recent experience in successfully performing similar services.

5. Ability to provide evolving technologies, products and services.

6. Reliability and quality of customer service.

7. Financial strength and capitalization.

8. Commitment to the government market.

9. Proposed approach in completing the work.

10. References.

11. The background and related experience of the specific individuals assigned to this project.

12. Proposed compensation.

After evaluating the proposals and discussing them further with the finalists or the tentatively selected contractor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation.

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Contract award will be based on a combination of factors that represent the best overall value for completing the scope of work as determined by the City, including: the written proposal criteria described above; results of background and reference checks; results from the interviews and presentations phase; and proposed compensation.

N. Project Schedule
Preliminary Schedule Tasks
Release RFP • May 5, 2025
Question Deadline • May 28, 2025
RFP Closes • June 4, 2025
Evaluation of Proposals • June 4 – 20, 2025
Interviews • June 16 – 20 , 2025
Award Bid • By July 31, 2025
O. General Terms and Conditions

PROPOSAL REQUIREMENTS

1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications.

2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials.

Proposal documents shall be submitted electronically via BidSync. However, if you can’t submit electronically in BidSync., please email a copy to the contacts listed in the RFP package, if you can’t email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the proposal should be clearly labeled with the proposal title, project number, name of bidder, and date and time of proposal opening. No FAX sub33mittals will be accepted.

3. Insurance Certificate. Each proposal must include a certificate of insurance showing:
a. The insurance carrier and its A.M. Best rating.
b. Scope of coverage and limits.
c. Deductibles and self-insured retention.

The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Exhibit C to the Agreement (Exhibit A to the RFP)

4. Proposal Quotes and Unit Price Extension. The extension of unit prices for the quantities indicated and the lump sum prices quoted by the bidder must be entered in figures in the spaces

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provided on the Proposal Submittal Form(s). Any lump sum bid shall be stated in figures. The Proposal Submittal Form(s) must be totally completed. If the unit price and the total amount stated by any bidder for any item are not in agreement, the unit price alone will be considered as representing the bidder’s intention and the proposal total will be corrected to conform to the specified unit price.

5. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the Director of Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened.

No proposal received after the time specified or at any place other than that stated in the “Notice Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared publicly. Bidders or their representatives are invited to be present at the opening of the proposals.

6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals.

7. Communications. All timely requests for information submitted in writing will receive a written response from the City. Telephone communications with City staff are not encouraged but will be permitted. However, any such oral communication shall not be binding on the City.

8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the “special terms and conditions” in Section C of these specifications for proposal evaluation and contract award criteria.

9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision.

10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice of the award. The contract shall be made in the form adopted by the City and incorporated in these specifications.

P. CONTRACT PERFORMANCE

11. The City’s contract terms and conditions that Contractor will be expected to execute and be bound by are attached hereto as Exhibit A.

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Q. Special Terms and Conditions

1. Contract Award. The contract will be awarded to the most qualified bidder that, in the City’s sole discretion in accordance with the Proposal Evaluation and Selection criteria set forth herein (if applicable), provides the best proposal.

2. Sales Tax Reimbursement.

For sales occurring within the City of San Luis Obispo, the City receives sales tax revenues.

Therefore, for bids from retail firms located in the City at the time of proposal closing for which sales tax is allocated to the City, 1% of the taxable amount of the bid will be deducted from the proposal by the City in calculating and determining the most qualified lowest cost bidder.

3. Labor Actions.

In the event that the successful proposer is experiencing a labor action at the time of contract award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves the right to declare said proposer is no longer the most qualified, responsive proposer and to accept the next acceptable proposal from a proposer that is not experiencing a labor action, and to declare it to be the most qualified, responsive proposer.

4. Failure to Accept Contract.

The following will occur if the proposer to whom the award is made (Contractor) fails to enter into the contract: the award will be annulled; any bid security will be forfeited in accordance with the special terms and conditions if a proposer's bond or security is required; and an award may be made to the next lowest responsible, responsive proposer who shall fulfill every stipulation as if it were the party to whom the first award was made.

5. Contract Term.

The supplies or services identified in this specification will be used by the City for 10 years. The prices quoted for these items must be valid for the entire period indicated above unless otherwise conditioned by the proposer in its proposal.

6. Contractor Invoices.

The Contractor may deliver either a monthly invoice to the City with attached copies of detail invoices as supporting detail, or in one lump-sum upon completion.

7. Non-Exclusive Contract. The City reserves the right to purchase the items listed in the Detail Proposal Submittal Form, as well as any supplemental items, from other vendors during the contract term.

8. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog numbers used in the specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Proposals will be considered for any brand that meets or exceeds the quality of the specifications given for any item. In the event an alternate brand name is proposed, supplemental documentation shall be provided demonstrating that the alternate brand name meets or exceeds the requirements specified herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer, and the City shall be the sole judge in making this determination.

9. Delivery. Prices quoted for all supplies or equipment to be provided under the terms and

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conditions of this RFP package shall include delivery charges, to be delivered F.O.B. San Luis Obispo by the successful proposer and received by the City within 90 days after authorization to proceed by the City.

10. Start and Completion of Work. Work on this project shall begin immediately after contract execution and shall be completed within 90 calendar days thereafter, unless otherwise negotiated with City by mutual agreement.

11. Change in Work. The City reserves the right to change quantities of any item after contract award.

If the total quantity of any changed item varies by 25% or less, there shall be no change in the agreed upon unit price for that item. Unit pricing for any quantity changes per item in excess of 25% shall be subject to negotiation with the Contractor.

12. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package.

13. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package.

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P. Proposal Submittal Summary
The undersigned declares that she or he:
◼ Has carefully examined Specification FIN-BS-01, which is hereby made a part of this proposal. ◼ Is thoroughly familiar with its contents.
◼ Is authorized to represent the proposing firm.
◼ Agrees to perform the work as outlined in this proposal. q Certificate of insurance attached; insurance company’s A.M. Best rating: __________________.

Firm Name and Address
Contact Phone
Signature of Authorized Representative
Date

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REFERENCES
Number of years engaged in providing the services included within the scope of the specifications under the present business name: .

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
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome

Reference No. 2:

Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome

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Reference No. 3
Agency Name
Contact Name
Telephone & Email
Street Address
City, State, Zip Code
Description of services provided
including contract amount, when
provided and project outcome

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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

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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

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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

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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

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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

Exhibit A: Form of Agreement | 100 |
Exhibit A: Form of Agreement
J.P. Morgan is pleased to be the current banking services provider for the City of San Luis Obispo (Client). To streamline negotiation and documentation, we propose leveraging the historical relationship and current service standards in the event the City re-awards the same services to J.P. Morgan, subject to mutually agreeable terms and conditions and documentation relevant to any new or modified services.

Any agreement resulting from our Response will also incorporate terms and other documents that we require for the administration, implementation or operation of the services. Please refer to Appendix 10 for sample terms.

Account Terms and the Consolidated Service Agreements
To the extent the City has already executed J.P. Morgan’s standard documentation for the accounts and services proposed in this response to the City’s RFP, J.P. Morgan will notify the City of any modifications or additions to such documentation based on the specific services re-awarded.

Sample documents are provided in Appendix 11. These sample documents are provided for the City reference only to review as part of your evaluation of this proposal and these documents may be modified by us from time to time. As such, they are intended for your review only and are not meant to be marked up or redlined. ● Sample account opening documents, Appendix 11
● Sample product and service terms and agreements, Appendix 10 Exceptions noted for the core Treasury Services are not necessarily applicable for Commercial Card. The Commercial Card agreement takes precedence over the client’s terms.

Refer to Appendix 8 for our sample J.P. Morgan National Government Commercial Card Consortium.

Know Your Customer (KYC)
J.P. Morgan is required to know its customer and to adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness and to fight against the funding of terrorism, money laundering and sanction related activities including performing certain transaction screenings. This means J.P. Morgan will request information about the City and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with its policies and procedures. This is an ongoing requirement and the provision of services pursuant to this proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of those policies and procedures and compliance by the City with applicable law with respect to the services provided and J.P. Morgan’s policies of which the City is informed.

Exceptions and legal comments
J.P. Morgan has identified below the requirements, terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the

Exhibit A: Form of Agreement | 101 |
contract terms. The proposed changes are indicated by comments in plain gray font, additions in italic, underlined, blue text and deletions by strikethrough, red text.

O. General Terms and Conditions, Proposal Requirements

1. Requirement to Meet All Provisions.

Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications, except as bidder has modified the provisions and included any exceptions thereto.

Exhibit A : Form of Agreement, Professional Services Agreement J.P. Morgan legal comments: J.P. Morgan is pleased to be the current banking services provider for the City of San Luis Obispo (Client). To streamline negotiation and documentation, we propose leveraging the historical relationship and current service standards in the event the City re-awards the same services to J.P. Morgan, subject to mutually agreeable terms and conditions and documentation relevant to any new or modified services and subject to inclusion of the Bank’s Account Terms and applicable Service Terms ___________________________________________________________________________________________

25. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City.
a. As required above, before retaining or contracting with any subcontractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subcontractor, a copy of the proposed written contract between Contractor and such subcontractor, which shall include an indemnity provision similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subcontractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance.

J.P. Morgan legal comments: If JPMC subcontracts any part of the RFP we do not force the subcontractor to have the same insurance requirements of JPMC as proposed within the RFP. ___________________________________________________________________________________________

Exhibit B - Insurance Requirements for Professional Services | 102 | Exhibit B - Insurance Requirements for
Professional Services
Please refer to the following pages for Exhibit B comments and Appendix 4 for insurance documentation.

We do not disclose our deductibles or self-insured retentions with third parties therefore they are not included on the Certificate of Insurance.

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EXHIBIT B

INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES
Without limiting CONTRACTOR’s indemnification of CITY, and before commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below, and in a form satisfactory to CITY.

Commercial General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than
$1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage.

The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Business Automobile liability insurance. CONTRACTOR shall maintain business automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for all any owned, hired, or non-owned or rented vehicles, in an amount not less than
$1,000,000 combined single limit for each accident.

Bankers Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain bankers professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONTRACTOR agrees to maintain continuous coverage through a period no less than one three (3 1 ) years after completion of the services required by this AGREEMENT.

Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers.

Umbrella or excess liability insurance. CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, business automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
 A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;  Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall be written with terms no less broad than “follow form” to the underlying primary policies; and
 Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior

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to commencement of performance. Current certification of insurance shall be kept on file with CITY at all

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times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors.

Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary where applicable and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured.

CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments.

In the alternative, CITY may cancel this AGREEMENT.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently permitted authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors.

Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

Notice of cancellation. CONTRACTOR agrees to endeavor to send notice if changes to the policy are below the minimum requirements of this contract or for cancellation. oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. Commercial General liability and business automobile liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be included additional insureds under such policies as their interests pertain to this contract. This provision shall also apply to any excess/umbrella liability policies.

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Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. CONTRACTOR agrees to ensure that its subcontractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR.

CONTRACTOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONTRACTOR agrees that upon request, all agreements with Contractors, subcontractors, and others engaged in the project will be submitted to CITY for review.

CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. All changes are subject to the mutual agreement of all parties. If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation.

Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY.

Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements affecting general liability coverage. All endorsements are to be received and approved by the City before work commences.

Disclosure statement | 108 |
Disclosure statement
This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the “Organization”) in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan.

Chase, J.P. Morgan, and JPMorganChase and InstaMed are marketing names for certain businesses of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other J.P. Morgan affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. We are not responsible for the performance of our partners, their continued service levels, or their ability to provide services.

The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. J.P. Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall J.P. Morgan nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. J.P. Morgan is not providing any such advice or acting as the Organization’s agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934, as amended.

This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P. Morgan. J.P. Morgan also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P. Morgan’s “Know Your Customer” due diligence and meeting product requirements. These steps are included in J.P. Morgan’s client onboarding process.

This document may contain information that is confidential and/or proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. Such information is marked “confidential” and may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by J.P. Morgan.

Additionally, this document may contain content pertaining to J.P. Morgan initially generated by AI or other automated technologies.

To help the United States government fight the funding of terrorism and money laundering activities, U.S. law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and/or documentation that will allow us to identify the account owner(s), as required by law.

Please note that we do not issue cards and prohibit use of our cards in any country against which the United States has imposed sanctions. A current list of such sanctioned countries, as well as information about sanctions, is available on the U.S. Department of the Treasury website: treas.gov/offices/enforcement/ofac.

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

PaymentNet® is a registered trademark of JPMorgan Chase & Co. MasterCard® and smartdata.gen2™ are trademarks of MasterCard International. Visa® is a registered trademark of Visa Inc.

Microsoft®, Excel®, and Internet Explorer® are registered trademarks of Microsoft Corporation. Adobe Acrobat® is a registered trademark of Adobe Systems Incorporated.

All trademarks, trade names and service marks appearing herein are the property of their respective owners.

This document does not constitute a commitment by any J.P. Morgan entity to extend or arrange credit. © 2025 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Deposits held in non-U.S. branches are not FDIC insured.

J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible.

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EXHIBIT B

PRICING PRO FORMA

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EXHIBIT C
CONTRACTOR’S ACCOUNT AND SERVICE TERMS

PN: 3178051 DOC ID: 1 Page 1 of 81
ACCOUNT TERMS V1.7_02_03_21

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

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

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

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

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

1. Authorized Persons.

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

1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments (“Items”); receive materials related to security procedures; and give instructions (“Instructions”), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or cancellation of any prior Instruction.

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

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

Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank’s electronic channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party’s completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation; such revocation shall be effective when the Bank has received such notice and has had a reasonable opportunity to act upon it.

2. Security Procedures; Confirmations.

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

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

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

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

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

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

3. Deposits.

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

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

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

4. Payment of Items.

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

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

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

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

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

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

5. Funds Transfer Instructions.

5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank’s funds transfer business days, and within the Bank’s established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary’s bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing.

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

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

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

5.4 Foreign Exchange.
(a) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment in a currency (the “Non-Account Currency”) other than the currency of the Account (the “Account Currency”), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non-Account Currency. If the Bank receives a payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the purchase price to the Customer’s Account in lieu of the Non-Account Currency.
(b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relevant date.

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

5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer’s Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft.

6. Interest; Fees; Taxes.

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

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

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

7. Account Statements.

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

8. Overdrafts.

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

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

9. Set Off; Security Interest.

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

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

10. Confidential Information; Agents; Consents.

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

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

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

11. Liability Limitation; Force Majeure.

11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of goodwill), in each case, whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service.

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

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12. Indemnity.

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

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

13. Notices.

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

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

14. Termination.

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

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

15. Account Disclosures.

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

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

15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries,

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

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

16. Governing Law and Procedure.

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

16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly, voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law, all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby.

Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim.

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

17. Miscellaneous.

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

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

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

17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms, the Service Terms and any Account Documentation. References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections, Subsections and Clauses of the Account Terms, the Service Terms and any Account Documentation. Words in the singular import the plural and vice versa.

If any provision of the Account Terms, the Service Terms and any Account Documentation shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term “including” shall in all cases mean “including without limitation” unless otherwise indicated. The term “affiliates” shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that entity. The term “applicable laws” or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority.

17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank’s policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank’s opinion, conflict with applicable law or market practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability.

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

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

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

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

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

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

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

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

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

17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer:
when the Customer opens an Account, the Bank may ask for the Customer’s name, address, date of birth (for natural persons), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any Authorized Person or signatory on an Account.

Information. To fulfill the Bank’s “know your customer” responsibilities, the Bank will request information from the Customer from time to time, inter alia, regarding the Customer’s organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial owner(s) of the Customer, the Customer’s customers, and their beneficial owners, including relevant natural or legal persons, and the Customer shall procure and furnish the same to the Bank in a timely manner. The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Services. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank’s requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer in a capacity other than previously disclosed to the Bank, including monies being held for the benefit of third parties, whether as

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fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary, processor or payment service provider, or arising from undisclosed business or similar sources. The Bank may, at its sole discretion and subject to such further conditions as it may impose, including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer’s Accounts that is suspicious or violates applicable laws or sanctions.

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

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

18. Interpleader; Reimbursement.

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

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

19. Provisional Recredit.

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

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ADDENDUM TO ACCOUNT TERMS (UNITED STATESOF AMERICA) V1.15_03_14_25 Accounts maintained by the Customer with the Bank are subject to the Bank’s Account Terms. This addendum (“Addendum”) amends or supplements the Account Terms with respect to Accounts maintained in the United States of America (“U.S.”) and to Services provided in connection with such U.S.

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

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

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

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

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

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

3.6 Endorsements. Endorsement must be placed on the back of Items only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank’s behalf, the Customer agrees to comply with the endorsement standards of the Bank.

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

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

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

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

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

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

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

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

3.15 ATM Cards. The Bank may issue one or more automated teller machine (“ATM”) cards (“Cards”) and personal identification numbers (“PINs”) to Customer’s employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank,

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in its sole discretion. The Bank may cancel any Card at any time and for any reason, and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank’s ATM call center. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank’s designated cut-off time will be processed on the Bank’s next business day.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer’s standard payment orders. If the Customer’s payment order bears the codeword “TIMED” in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For “TIMED” payment orders, funds in the Customer’s Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank’s acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer.

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

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

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

6.4 Earnings Credit Account Analysis.
(1) The Customer may instruct the Bank to calculate and apply the Earnings Credit Account Analysis service (the “ECR Service”) on eligible Accounts. The Bank will calculate a credit (the “Earnings Credit”) by applying an earnings credit rate (the “ECR”) to all or a portion of the balances held in the eligible Account (the “ECR Balance”). (2) The Bank will apply the Earnings Credit calculated for each billing period as an offset (an “ECR Application”) against fees and charges actually incurred by the Customer during the same billing period for the use of the Bank’s products or services, including, fees and charges related to certain products or services of the Bank and/or its affiliates (the “Charges”). The Bank shall determine the manner and sequence of the ECR Application in its sole discretion. Any excess Earnings Credit remaining after an ECR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged. The Customer remains responsible for paying all remaining Charges after the ECR Application. (3) The Customer hereby acknowledges and agrees that: (i) Earnings Credit is not interest for tax purposes and, unlike interest from a tax perspective, is not and will not be paid by the Bank to the Customer and has no equivalent cash value, (ii) Earnings Credit earned by the Customer may be utilized in an ECR Application against Charges owed by a different affiliate, subsidiary or related entity that agreed to participate in this ECR structure by executing the required terms; and (iii) various branches, subsidiaries and certain affiliates of the Bank may transfer to any other branch, subsidiary or affiliate of the Bank (a) any Earnings Credit earned by the Customer or any of its subsidiaries, affiliates or related entities and/or (b) their respective rights to receive payment in relation to Charges incurred by the Customer or its affiliates, subsidiaries, or related entities who are participating in the ECR Service. (4) The Customer represents and warrants to the Bank that it has made and will continue to make an independent assessment of the legal, regulatory, accounting, and tax implications of entering into this Addendum and the ECR Service, and acknowledges that the Bank makes

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no representation as to how the ECR Service or the Earnings Credit will be interpreted or treated for legal, tax, accounting or any other purpose.
(5) The Bank, in its sole discretion, may terminate the ECR Service for any reason immediately. The Customer may terminate the ECR Service at any time upon notice to the Bank, provided, however that the Bank shall have a reasonable opportunity to act upon any termination request.

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

7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement.

7.3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement (“Errors”). The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which the Item was reported to have been paid. The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed loss and the Customer shall be barred from bringing any action against the Bank.

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

7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-related information (“Advices”) to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments.

Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, telephone, through internet sites, or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices.

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

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

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

15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub-account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days’ notice prior to a withdrawal from a savings account (including a savings sub-account) or an interest-bearing negotiable order of withdrawal account (“NOW Account”).

15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account.

15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing savings subaccount; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank’s books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein.

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

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

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

15.10 No Fiduciary Relationship. Bank’s relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasifiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts.

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

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

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

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

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

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

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

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

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

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

17.20 Additional Representation for ERISA Benefit Plans .
(i) If the Customer is or represents a “benefit plan,” as defined in Section 3(42) of ERISA, and U.S. Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA (together, the “Plan Asset Rules” and each such benefit plan investor, a “Benefit Plan”), or is acting on behalf of one or more Benefit Plans, the Customer represents and warrants that:
(6) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan. (7) the Benefit Plan fiduciary (the “Plan Fiduciary”) is independent of the Bank, and is not an individual acting for his or her own Individual Retirement Account, and such Plan Fiduciary is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment adviser

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under the laws of the state in which it maintains its principal office and place of business; (d) a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (e) has, and will at all times have, total assets of at least U.S. $50,000,000 under its management or control;
(8) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services; (9) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan; (10) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms; and (11) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Services; and (b) of the existence and nature of the financial interests of the Bank, as disclosed in the Account Terms and Service Terms.
(ii) The representations and covenants in the above clauses are intended to comply with the U.S. Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked or repealed, these representations shall be deemed no longer in effect.

17.21 FDIC Part 370 Disclosure. If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each Account, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to the Bank in the format specified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in (b) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed.

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

Notwithstanding other provisions in this Agreement, this section survives after the FDIC is appointed as the Bank’s receiver, and the FDIC is considered a third party beneficiary of this section.

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

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

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

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

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

B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made:
• Cash;
• Wire transfers; and
• Electronic direct deposits to an account.

C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made:
• U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $275 from a day’s total deposits.

If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made:
• State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used;
• Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and
• Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer.

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

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

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

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

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

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

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F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open:
• Funds from deposits of the first $6,725 of that day’s total deposits of cashier’s, certified, teller’s, traveler’s and federal, state and local government checks payable to the Customer will be available on the first business day after the day of deposit. The excess over $6,725 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank’s employees, the first $6,725 may not be made available until the second business day after the day of deposit; and
• Funds from all other check deposits will be made available no later than the fifteenth business day after the day of deposit.

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

This Availability Policy and availability schedules may be changed without notice. © 2025 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC.

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V5.7_04_30_25
Consolidated
Service Terms
J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative.

TREASURY SERVICES (UNITED STATES)

COMMERCIAL BANK

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

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

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

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

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SERVICE TERMS – CONSOLIDATED SERVICE TERMS BOOKLET
The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms
ACH ORIGINATION SERVICE TERMS V2.2_10_28_22
The origination of ACH Entries and the transmission and issuance of other transactions and information will be pursuant to these Service Terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated Clearing House Association. Capitalized terms used in these ACH Service Terms, unless otherwise defined in the account documentation or these Service Terms, shall have the same meanings as set forth in the Rules.

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

1. Service. Bank provides automated clearing house (“ACH”) origination services that will enable Customer to do one or more of the following:
• originate ACH Debit Entries;
• originate ACH Credit Entries; and
• instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries.

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

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

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

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

3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account with Bank that Customer specifies for the total of:
• Customer’s Debit Entries that Bank processed for settlement that day; • RCCs issued for deposit to Customer’s account on that day; and • any returned or reversed Credit Entries.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ACH TRANSACTION BLOCKING ACH TRANSACTION BLOCKING V1.4_09_27_24

WITH POSITIVE PAY AND ACH TRANSACTION REVIEW SERVICE TERMS

1. ACH Transaction Blocking
(a) Service. JPMorgan Chase Bank, N.A. (“Bank”) provides a service that allows Customer to block and return ACH debit and credit entries originated to Customer’s account with Bank. Customer can select from a variety of authorization or blocking criteria and advise Bank in a manner and form acceptable to Bank. Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.
(b) Company IDs. If Customer elects an option that blocks or allows ACH debits or credits from specified companies, Customer will be solely responsible for obtaining the correct Company ID for each such Originator. Customer must supply the Bank, through the designated user interface, with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record. The Company ID will be the sole criterion for blocking debit and credit entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator Customer understands that Company IDs are not unique and that a Company ID may identify more than one Originator, and one Originator may have multiple Company IDs. Customer understands that Company IDs are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies. Bank will not be responsible for transactions blocked or allowed in accordance with the instructions Customer provides for the Company ID.

2. ACH Transaction Blocking with Positive Pay
(a) Service. Bank also provides a service that allows Customers who are currently setup on ACH Transaction Blocking to elect an optional feature which provides notification to Customers prior to posting or return of any ACH debit entries and/or credit entries identified as unauthorized and/or authorized, regardless of established ACH Transaction blocking parameters set by Customer. (b) Bank will provide such notification to Customer by a method prescribed by Bank, and Customer shall have an opportunity to provide instructions to Bank prior to a designated cut-off time (“Cut-Off Time”)s, and in a manner and form acceptable to the Bank, to either (a) allow the debit Entries and/or credit Entries to post rather than returning them (where the Customer’s Block Profile rule specifies return of such Entry), or (b) return the debit Entries and/or credit Entries instead of allowing them to be processed (where the Customer’s Block Profile rule specifies processing of such transactions). If the Customer does not provide such instructions prior to such designated cut-off time or if an Entry with a same day effective date is received after such designated cut-off time, Bank will disposition such Entries in accordance with the Customer’s established ACH Transaction Block Profile rules (c) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut-off time, and in a manner and form acceptable to the Bank to add allowable or non-allowable IDs to their ACH Transaction Blocking profile rule directly from transactions details presented for decisioning.
(d) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Cut-Off Time.

3. ACH Transaction Review
(a) Service. Bank provides a service that allows Customer to review ACH debit and credit entries originated and posted to Customer’s account with Bank and to instruct Bank to return some or all of these transactions. Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions it wishes to review or Customer may elect to review all incoming ACH transactions subject to Section 3(d) below. (b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer’s account. The details provided by Bank for each entry will include account number, dollar amount, company ID, receiver’s name, standard entry class code and settlement date.
(c) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank’s designated cut-off time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that Customer wishes to return.

Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. Bank shall return all such transactions and make corresponding adjustments to the Customer’s account to which the transactions had been posted. All transactions reported to Customer as to which Bank does not receive a timely return instruction from Customer will remain posted or be returned based on the Transaction Review profile default decision setting established by the Customer. (d) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance.

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4. ACH Transactions Not Subject to ACH Transaction Blocking, ACH Transaction Blocking with Positive Pay or ACH Transaction Review.

Notwithstanding anything to the contrary in these Service terms, the following types of ACH transactions will not be made available for Customer’s review and decisioning:
• debits or credits to Customer’s account to offset any ACH entries originated by Customer through Bank ; • reversals of previously received ACH entries.
• returns or reversals by the RDFI of ACH entries originated by Customer through Bank; • reclamation entries;
• debits or credits to Customer’s account initiated by Bank or Bank’s agent or affiliate to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges Customer owes Bank or Bank’s affiliates; and • if Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that service.

5. Incorporation of Account Documentation. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Transaction Blocking and/or Transaction Review Services, Customer agrees to these Service Terms.

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LOCKBOX SERVICE TERMS V1.5_05_20_21
JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. with limited liability (the "Bank"), will provide the Customer with the Lockbox Service (as defined below) in accordance with the terms and conditions set forth in these Lockbox Service Terms (“Service Terms”). The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services and other applicable service terms as may be amended from time to time (collectively, the “Account Documentation”) and the Statement of Work (as defined below) are incorporated into these Service Terms by reference and form a part thereof. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. By acknowledging or signing the applicable Account Documentation or by using or continuing to use this Service, Customer agrees to these Service Terms.

1. Lockbox Service. The Bank shall provide the Customer remittance processing and deposit services as described in these Service Terms (the “Service” or “Lockbox Service”) to support its accounts receivables business needs. Through this Service, the Customer’s remittances are sent to a designated post office box (“Post Office Box”) and/or delivered to or via courier to the designated Bank location by the Customer. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. The Bank may direct the Customer to include specific codes or formats within its assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring its customers’ payments to Customer are properly addressed in order to prevent delays in processing. Customer agrees not to send cash to the Bank in connection with the Lockbox Service.

The Bank will collect all mail from the designated Post Office Box and deliver it to the Bank’s lockbox processing site(s). The Bank will open the mail, process the remittance information and process the checks or cheques (collectively, “checks”) eligible for this Service (the “Items”) in accordance with the Customer’s instructions and the Statement of Work and/or Service Guide (as such terms are defined below), if applicable.

Upon completion of the remittance processing work, Bank will image the eligible Items and process them for credit to the Customer account or process for collection the Items received, except: (i) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; (ii) Items which the Bank believes should receive the Customer's special attention; (iii) Items for which the Customer is not the payee, unless (x) the Customer has instructed the Bank to accept all payees or (y) the Customer has provided proper authorization to process for credit or collection of such Items; and (iv) any other matter or merchandise received (collectively, “Remittance Processing”). The Bank will not process such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer irrevocably appoints the Bank (and all persons the Bank designates in connection with the Lockbox Service) to endorse Items with the Customer’s name. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank and shall be deemed to make all of the warranties of a transferor of such Item under applicable law. (a) The Customers requiring “Caller Service” or “Business Reply Mail Service” (as such terms are used by the United States Postal Services (“USPS”)) or any similar service at the USPS or Canada Post Corporation (“CPC”) for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the USPS or the CPC, as the case may be, and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS or the CPC, as the case may be, for such services or any other action taken or not taken by the USPS or the CPC, as the case may be. (b) The Bank may, at its sole discretion, provide the Customer additional optional Services including, without limitation, Decision Manager (as defined below), non-deposit remittance Items (i.e., the Bank will process and deposit only Items that meet the Customer directed rules for deposit), early transmission of remittance data, customized grouping and sorting of Items (i.e,, the Customer instructs the Bank to further group and sort the contents of its mail according to criteria specified by the Customer) and imaging and additional data capture requirements of remittance data to create customized transmission files and reporting (collectively, the “Value Add Services”). The Customer shall submit to the Bank a completed implementation requirements document (the “Statement of Work”) instructing the Bank to perform the Value Add Services agreed to by the Customer and the Bank. The Customer may receive user guides and other materials (“Service Guides”) setting forth the terms and conditions upon which such Value Added Services shall be provided to the Customer by the Bank. The Customer acknowledges and agrees that Remittance Processing and, if applicable, the provision of Value Add Services (collectively, “Pre-Deposit Processing”) may result in Items not being deposited until completion of such Pre-Deposit Processing in accordance with Customer’s instructions. Decision manager (“Decision Manager”) is an exception workflow tool to which clients can subscribe. Upon the Bank’s review of the mail and remittance information for Items that do not meet a Customer’s specified requirements for deposit (e.g., check and invoice amounts do not match, incorrect payee name, incorrect amount, etc.) or reported as processing exceptions (“Exception Items”), the Bank will notify the Customer of such Exception Items by posting such Exception Items on a designated website or application. The Customer must communicate its decision for Exception Items within the deadline indicated in the Statement of Work. The Customer agrees that the Bank shall not deposit such Exception Items until the Bank receives an instruction from the Customer. If the Customer fails to provide an instruction within the timeline specified, the Bank will either return the Item unprocessed to the Customer or follow the default instruction specified in the Statement of Work. (c) If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action.
(d) The Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to the Customer as unprocessable; provided, however, upon Customer’s request, but at the sole

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discretion of the Bank, the Bank may process or collect foreign checks on behalf of Customer subject to terms and conditions in the Account Documentation.

2. Availability Schedule. The Bank will deposit eligible Items to the Customer’s designated deposit account in accordance with the Bank’s Availability Schedule provided to the Customer. The Customer agrees that Items that require special handling may receive delayed availability.

3. Returned Items; Re-presentment. If any Item is rejected, reversed, or returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re-presentment.

4. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than fourteen (14) days. All original documents will be destroyed fourteen (14) days after processing. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer If the Customer elects, the Bank will provide images of the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through a delivery media ("Delivery Media") at the intervals agreed upon between the Bank and the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction, per the Customer’s selection. If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer through the Delivery Media

5. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data.

6. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this Service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear.

7. Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same.

The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and the Customer’s responsibilities under applicable laws and regulations.

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COIN AND CURRENCY SERVICE TERMS V1.6_12_06_19
I. SERVICE
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer with one or more of the coin and currency services listed below (each a "Service") in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services as well as other service guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms.

II. CASH ORDERS

1. Cash Orders.

The Customer may issue written instructions to the Bank to release United States coin and currency (“Cash”) to an armored courier service (the “Courier”) as designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The Customer acknowledges that Cash Orders can be transmitted to the Bank only during such time as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount of a Cash Order (the “Cash”). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank’s branch locations by issuing a check to debit the Customer’s account at the Bank or as a “cash for cash” exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order, to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank.

2. Cash Limits.

The Bank and the Customer may agree to the amount of Cash that may be delivered pursuant to a Cash Order (“Cash Limit”).

3. Discrepancies for Cash Orders.

All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to request or receive an adjustment after such time period.

4. Cancellations and Amendments.

A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier (“Cancellation”). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered.

5. Notice of Rejection.

If the Bank rejects a Cash Order, it will promptly notify the Customer of the reason.

6. Notice of Execution.

The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order, the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest.

7. Security Procedure.

The Customer must place a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer which identify the Customer and the location (collectively, “Codes”). The Customer agrees that use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer (“Security Procedure. The Customer and Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a “cash for cash” exchange or issuing a check to debit the Customer’s account at the Bank.

8. Geographical Limitations for Cash Orders. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer’s store/office locations in the United States.

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III. CASH DEPOSITS

1. Standard Courier Service.

The Customer may deliver and pick up shipments of cash or checks to or from the Bank by using the services of a courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to the Customer's couriers, the Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual.

2. Deposit Presentment and Processing for Standard Courier Service.

With regard to deposits delivered to one of the Bank’s vault areas, the Customer must deliver deposits in sealed tamper-proof plastic security deposit bags that meet the standards described in the Bank’s guidelines and contain only cash, coin and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Bank will open the bags and process the deposits.
a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept your deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt, but will provide the Customer with a receipt showing the amount indicated the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag.

3. Courier Service through the use of a Smart Safe or Recycler Machine.

The Customer may use the services of a courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will receive provisional credit only for Cash placed in Deposit Cassette (as defined below) component of the machine. The Customer’s courier is authorized to transmit the Cash information only with regard to the Deposit Cassette component of the machine to the Bank on the Customer’s behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer’s designated account. The courier will deliver the Cash to the Bank as directed by the Bank at the Customer’s expense. The Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has given provisional credit at any time at the Customer’s expense. For purpose of these Service Terms, “Deposit Cassette” is the component of the machine whereby the Customer places Cash into such component and only the courier is able to access such Cash once it is placed in the Deposit Cassette.

4. Deposit Presentment and Processing Courier Service through the use of a Smart Safe or Recycler Machine.

The Customer agrees that once the Cash is in the Deposit Cassette component of the machine, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer’s courier with regard to deposits or adjustments to the Customer’s deposit account with the Bank. Once the Customer’s courier has completed the verification of the Cash from the Deposit Cassette component of the machine and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank’s inventory at the courier’s location. In the event of a dispute related to the amount credited to the Customer’s deposit account, the Customer will initiate its claim and request for an investigation with its courier.

5. Revocation of Provisional Credit.

The Customer agrees that the courier will pick up the Cash from the Smart Safe, deliver it to the vault and complete the verification process at least every seven (7) calendar days (or as otherwise agreed to by the Bank). In the event the courier does not retrieve the Cash from the Smart Safe for whatever reason, within such time frame, or otherwise deliver the Cash to a vault location, Customer authorizes the Bank to revoke the provisional credit given to Customer’s designated account at the Bank’s discretion and without prior notice, even if doing so creates or increases an overdraft.

6. Discrepancies.

All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer’s behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the “Threshold” amount, the Customer’s representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer’s account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank’s determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer.

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7. Geographical Limitations for Cash Deposits.

Cash Deposits must be delivered to the Bank by Customer’s courier and from Customer’s physical store/office locations in the United States.

Cross-border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited

8. Relationship upon Delivery of Bags.

Until the Bank counts or re-counts the contents of the bags and enters a final credit to the Customer’s account. The Bank is not responsible any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag.

9. Deliveries to an Unattended Facility.

If the Bank agrees to allow the Customer to use one of our unattended facilities (including but not limited to a night depository or commercial ATM) the Bank may provide the Customer with an access device (such as a key or card that may require a Personal Identification Number (“PIN”). The Customer must return all access devices to the Bank upon the Bank’s request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bags. While the Customer or the Customer’s designated courier agent is physically present at one of the Bank’s unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility.

10. Liability at Unattended Facility.

The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time

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POSITIVE PAY, REVERSE POSITIVE PAY AND V1.5_01_04_23

PAYEE VERIFICATION SERVICE TERMS
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set forth in these Positive Pay, Reverse Positive Pay and Payee Verification Service Terms (these “Service Terms”), with one or more of the services listed below (each a "Service") that help prevent check fraud on deposit accounts by identifying discrepancies between checks (“Items”) presented to the Bank for payment from the Customer’s demand deposit account associated with the Service (the “Account”) and those Items that are issued by Customer. The provisions of the Bank’s account documentation, including terms and conditions governing the operation of business accounts and services as well as other service guides or material (the “Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use any of these Services, the Customer agrees to these Service Terms.

1. Services.

With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on Items that have been presented for payment. and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information, and the Bank compares such information against the payee names on Items that have been presented for payment. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account.

2. Issuance Information.

The following information is defined as “Issuance Information” for each Item: (i) Account number on which the Item is drawn; (ii) Item serial number; (iii) dollar amount; (iv) issue date (not as part of Reverse Positive Pay); and (v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the Customer must provide the Bank the Issuance Information by the banking day on which the Customer issues Items by means of a mutually-agreed-upon transmission method. With Positive Pay, the Bank will compare items (i), (ii) and (iii) (and, in the case of Payee Verification, item (v)) of the Issuance Information with the applicable information from the Items presented to the Bank for payment against the Account. If Customer has properly set up an issue date limitation, then Bank will compare the date the Item has been paid with the issue date in the Issuance Information. For Reverse Positive Pay, the Bank will provide the Customer access to the Issuance Information, and the Customer will compare such information with the Items Customer has issued.

3. Discrepancies.

For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. If Customer fails to provide the Issuance Information (including, in the case of Payee Verification, the payee name) in the file format required by the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the Issuance Information or for processing and payment of such Item. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment (“Presentment Decision”). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide access to the Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is not authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any Instructions by the Customer which it receives and which it reasonably believes to be genuine. If a Customer attempts to change an Instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. “Banking Day” means any day other than a Saturday, Sunday or other day on which Bank is or is authorized or required by law to be open for business.

4. Payee Verification Additional Terms.

For Payee Verification, Customer acknowledges that Items which have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the “Threshold Amount”). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer’s Account; however, Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to Payee Verification, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank’s set-up requirements) and will otherwise be limited to those parameters specifically agreed to by the Customer and Bank. Customer understands that Bank will not be liable to Customer (i) for any discrepancy in the payee name if the discrepancy was not detected due to the check stock or the print format of the Item not passing the Bank’s testing (including, without limitation, with respect to the payee name placement) or (ii) for any discrepancy in the payee name if the payee name was handwritten on the Item.

5. Voided Items and Stop Payments.

For any Item listed on Customer’s Issuance Information which Customer decides it no longer wishes to pay: (a) if the Item is physically in the Customer’s possession, Customer may place a void notice in the Issuance Information for such Item, or (b) if the Item is no longer physically in its possession, the Customer must place a stop payment request with the Bank in accordance with the Bank’s requirements and the Account Documentation. If the Customer does not place a stop payment request for an Item not physically in Customer’s possession as set forth in (b)