ACTION:
____________________________
Clerk/Secretary
Department: Finance Item No: C6
Prepared by:
Melissa Adams, Accountant
Matt McDonald, Assistant Director Meeting Date: April 14, 2026 Approved by:
Mike Sylvia, Director/Treasurer
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: AWARD OF A BANKING SERVICES AGREEMENT TO JP MORGAN CHASE BANK, N.A.
RECOMMENDATION: Adopt City Council Resolution No. 2026- , approving the results of a Request for Proposals for banking services and authorizing the City Manager to execute an Agreement with JPMorgan Chase Bank, N.A.
CORRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility PRIOR ACTION: On October 25, 2005, the City Council approved resolution 2005-250 to renew the City of Vista’s banking services agreement with Bank of America.
STATEMENT ON THE SUBJECT: On January 8, 2025, the City completed a competitive Request for Proposals (RFP) process for comprehensive banking services utilizing the City’s OpenGov procurement platform. Staff determined that conducting a formal RFP would ensure continued high-quality service, competitive pricing, enhanced fraud protection, and improved banking technology aligned with the City’s operational and treasury management needs, given that the current banking services agreement is several years old. The City engaged PFM Group Consulting to support the RFP process, which included General Banking Services and Procurement Card (P-Card) Services.
A total of five banks submitted proposals in response to the RFP. Proposals were evaluated in accordance with the criteria established in the RFP, including qualifications and experience with municipal clients, service model and customer support structure, technology capabilities, fraud prevention and security controls, pricing, and implementation support.
Company Name
JP Morgan Chase
U.S. Bank
PNC Bank
BMO Bank
City National Bank
Based on the initial evaluation, four banks were invited to participate in interviews as part of the final review process. Following a comprehensive evaluation of written proposals and interviews, staff determined that JPMorgan Chase Bank, N.A. provides the best overall value to the City.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted City Council Resolution No. 2026-60. Vote: 5-0
ACTION:
____________________________
Clerk/Secretary
Department: Finance Item No: C6
Prepared by:
Melissa Adams, Accountant
Matt McDonald, Assistant Director Meeting Date: April 14, 2026 Approved by:
Mike Sylvia, Director/Treasurer
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: AWARD OF A BANKING SERVICES AGREEMENT TO JP MORGAN CHASE BANK, N.A.
RECOMMENDATION: Adopt City Council Resolution No. 2026- , approving the results of a Request for Proposals for banking services and authorizing the City Manager to execute an Agreement with JPMorgan Chase Bank, N.A.
CORRELATION TO CITY COUNCIL GOALS: Fiscal Responsibility PRIOR ACTION: On October 25, 2005, the City Council approved resolution 2005-250 to renew the City of Vista’s banking services agreement with Bank of America.
STATEMENT ON THE SUBJECT: On January 8, 2025, the City completed a competitive Request for Proposals (RFP) process for comprehensive banking services utilizing the City’s OpenGov procurement platform. Staff determined that conducting a formal RFP would ensure continued high-quality service, competitive pricing, enhanced fraud protection, and improved banking technology aligned with the City’s operational and treasury management needs, given that the current banking services agreement is several years old. The City engaged PFM Group Consulting to support the RFP process, which included General Banking Services and Procurement Card (P-Card) Services.
A total of five banks submitted proposals in response to the RFP. Proposals were evaluated in accordance with the criteria established in the RFP, including qualifications and experience with municipal clients, service model and customer support structure, technology capabilities, fraud prevention and security controls, pricing, and implementation support.
Company Name
JP Morgan Chase
U.S. Bank
PNC Bank
BMO Bank
City National Bank
Based on the initial evaluation, four banks were invited to participate in interviews as part of the final review process. Following a comprehensive evaluation of written proposals and interviews, staff determined that JPMorgan Chase Bank, N.A. provides the best overall value to the City.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
04/14/2026 C6 1 of 88
MEETING DATE: April 14, 2026 PAGE 2
SUBJECT: AWARD OF A BANKING SERVICES AGREEMENT TO JP MORGAN CHASE BANK, N.A.
The proposal includes enhanced automation tools, improved reporting functionality, stronger integration capabilities with the City’s financial systems, competitive fee structures, and robust fraud mitigation services.
Transitioning to the selected bank will improve operational efficiency within the Finance Department, strengthen treasury management practices, and expand automation options for cash handling and reporting processes. JPMorgan Chase also demonstrated a strong implementation plan to ensure a smooth and secure transition, as well as a commitment to financial literacy for City stakeholders.
FISCAL IMPACT: No additional appropriations are required with the approval of this item. JP Morgan’s financial offering, including incentives, results in annual savings of approximately $30,994 over the City’s current general banking partner. This represents 78.5 percent savings in banking fees.
EXHIBITS:
1.City Council Resolution No. 2026- , approving the results of a Request for Proposals for banking services and authorizing the City Manager to execute an Agreement with JPMorgan Chase Bank, N.A.
2.JP Morgan Chase Bank, N.A. Banking Contract
04/14/2026 C6 2 of 88
RESOLUTION NO. 2026-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING THE RESULTS OF A REQUEST FOR
PROPOSALS FOR BANKING SERVICES AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH JPMORGAN CHASE
BANK, N.A.
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. The City issued a competitive Request for Proposals (RFP) for comprehensive banking services in accordance with the City’s procurement policies, utilizing the City’s OpenGov procurement platform to publicly advertise the solicitation, receive proposals, and ensure a transparent and competitive evaluation process; proposals were received, reviewed, and evaluated by staff based on the criteria set forth in the RFP.
B. Following a thorough evaluation of qualifications, service capabilities, technology offerings, experience with public agencies, and overall value to the City, staff determined that JPMorgan Chase Bank, N.A. submitted the proposal most advantageous to the City and in the best interest of the public.
2. Action.
A. The City Council hereby selects JPMorgan Chase Bank, N.A. as the City’s banking services provider and approves the agreement for banking services between the City of Vista and JPMorgan Chase Bank, N.A., for an initial term of five years with two additional two- year extension options.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on April 14, 2026, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20260331112940
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
04/14/2026 C6 3 of 88
EXHIBIT 1
BANKING SERVICES AGREEMENT
(Treasury Services)
This Banking Services Agreement is effective as of ___________ ____, 2026 (the “Effective Date”), and is entered into by and between City of Vista, California (the “Customer”), and JPMorgan Chase Bank, N.A. (the “Bank”).
Recitals
WHEREAS, the Customer issued a Request for Proposal for Comprehensive Banking and Cash Management Services, dated September 16, 2025, as supplemented and/or amended, relating to the provision of certain banking and related services as described therein (the “RFP”).
WHEREAS, the Bank’s proposal dated November 20, 2025 was submitted in response to the RFP (the “Response”).
WHEREAS, the Customer reviewed the Response and accordingly awarded the performance of certain services described in the RFP and Response, or certain services supplemental to or in addition to services described therein (“Services”) to the Bank as authorized by the Customer.
WHEREAS, the Customer and the Bank desire to enter into this Agreement under which the Bank will provide the Services and establish and maintain certain depository accounts for the Customer.
NOW, THEREFORE, in consideration of the mutual agreements set forth hereafter and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.Scope of Services. The Bank agrees to perform the Services described in the RFP and Response, incorporated herein by reference, for the Customer, directly or through its subsidiaries or affiliates, at the prices as mutually agreed, with such pricing terms attached hereto as Exhibit A. The Bank may provide additional products or services to the Customer at such cost as may be mutually agreed.
2.Description of the Agreement. The “Agreement”, which contains the terms and conditions and respective obligations of the parties with respect to the Services, is comprised of the following documents: this banking services agreement (the “Main Agreement”); and the following documents attached hereto: Exhibit A: the Comprehensive Pricing Sheet, Exhibit B: the Account Terms, applicable Service Terms and related Bank documentation and such supplements, amendments, and additional terms as may be provided from time to time (“Account Documentation”). In the event of any inconsistencies between the terms in this Main Agreement and the Exhibits, the terms of this Main Agreement shall control.
3.Term of the Agreement. This Agreement shall commence as of the Effective Date and continue for an initial five (5) years term (“Initial Term”) through ______________, 2031, with an option to renew for up to two (2) additional two (2) year periods (“Renewal Terms”), unless earlier terminated by the parties pursuant to Section 4, with such Renewal Term subject to changes to pricing and other terms and conditions as mutually agreed by Customer and Bank in writing. In the event a successor Agreement is not executed by the parties by the end of the Renewal Term and the Bank continues providing Services to the Customer, the term of this Agreement shall extend on a month-to-month basis.
4.Termination. Either party may terminate this Agreement at any time upon ninety (90) days prior written notice to the other party. Bank also may, by written notice, terminate this Agreement in whole if (a) Customer defaults in payment, in the aggregate, of sums due and payable to the Bank under this Agreement after reasonably attempts to collect payment have been made or (b) any action or inaction by Customer under this Agreement or otherwise directly and materially prevents Bank from performing a material part of its obligations under this Agreement; and such default, action or inaction Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 4 of 88
EXHIBIT 2
2 has not been not cured after notice of such default, action or inaction has been given by the Bank to Customer. Subject to section 5(d), below, the Bank also may, by written notice to Customer, immediately terminate this Agreement in whole if such termination is required, directly or indirectly, by any law, regulation, order, judgment, degree, injunction, or other legal requirement or process binding upon the Bank.
5. Miscellaneous.
a. This Agreement, together with the documents incorporated by reference, constitutes the entire agreement of the parties hereto and supersedes any prior understanding or agreement between the parties respecting the within subject matter.
b. Neither party shall be deemed to have waived any right or remedies under this Agreement unless such waiver is in writing and signed by the waiving party. No delay or omission in exercising any rights or remedies shall operate as a waiver of such rights or remedies. c. This Main Agreement may be amended only as otherwise provided by its terms, or upon mutual agreement of the parties as made in writing duly executed by the persons designated by each party. d. In case any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions thereof, and this Agreement shall remain operative and binding on the parties.
e. Each party to this Agreement represents and warrants to the other party that all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing. f. Each party to this Agreement further represents and warrants that this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms, and the execution and performance of this Agreement does not breach any agreement of such party with any third party; does not violate any law, rule or regulation; is within its organizational powers; and has been duly authorized by all necessary action of such party.
g. Nothing contained herein shall be deemed or construed by the parties, or by any third party, as creating the relationship of principal and agent, advisor, fiduciary, or of partnership or of joint venture between the parties, it being understood and agreed that nothing contained herein, nor any acts of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractors.
h. This Main Agreement and the rights and obligations of the parties hereunder, shall be construed and interpreted in accordance with applicable federal law and the laws of the State of California, without regard to its conflicts of laws principles. The Customer and the Bank consent to a court of competent jurisdiction located in San Diego, California in connection with a dispute arising hereunder.
i. This Main Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
The parties agree electronic, portable document format (PDF), and digital signatures are the same as handwritten signatures for purposes of validity, enforceability and admissibility.
[Signature Page Follows]
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 5 of 88
3 IN WITNESS WHEREOF, the parties hereto have caused this Main Agreement to be executed by their respective authorized officers as of the Effective Date.
City of Vista, California JPMorgan Chase Bank, N.A.
By: ________________________________ By: _______________________________
Name: Name: Veronica Villasenor
Title: Title: Authorized Officer
ATTEST:
_______________________________________
Kathy Valdez, City Clerk
Date:
APPROVED AS TO FORM:
_______________________________________
Walter C. Chung, City Attorney
Date:
Attached Exhibits:
Exhibit A – Comprehensive Pricing Sheet
Exhibit B – Bank’s Account Documentation
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 6 of 88
Service Average Proposed Total
Description Monthly Volume Unit Cost Monthly Cost
GENERAL ACCOUNT SERVICES
ACCOUNT MAINTENANCE 7 5.00$ 35.00$
ZBA-DEPOSITORY + MASTER MAINTENANCE 1 10.00$ 10.00$
ZBA-SUBSIDIARY ACCOUNT MAINTENANCE 5 5.00$ 25.00$
DEBITS POSTED-OTHER 19 0.05$ 0.95$
CREDITS POSTED-OTHER 365 0.05$ 18.25$
ZBA PER TRANSACTION 96 -$ -$
DEPOSITORY SERVICES
BANKING CENTER DEPOSIT 4 1.50$ 6.00$
CURR-COIN DEPOSIT-PER $100-BANKING CENTER 139 0.25$ 34.75$ CHANGE ORDER BANKING CENTER 2 3.00$ 6.00$
COIN SUPPLIED ROLL-BANKING CENTER 31 0.10$ 3.10$
COIN SUPPLIED ROLL-BOX-BANKING CENTER 9 0.10$ 0.90$
CURRENCY SUPPLIED-PER $100-BANKING CENTER 9 -$ -$
VAULT DEPOSIT PER DEPOSIT 8 2.00$ 16.00$
COIN DEPOSIT-ROLL-VAULT 7 0.20$ 1.40$
COIN DEPOSIT-NON STANDARD BAG-VAULT 1 -$ -$
CURRENCY DEPOSITED-PER NOTE-VAULT 810 -$ -$
CHANGE ORDER REFUSAL-VAULT 1 -$ -$
CURRENCY SUPPLIED-PER $100-STANDARD-VAULT 2 0.65$ 1.30$ CURRENCY SUPPLIED-PER $100-NONSTANDARD-VAULT 1 0.05$ 0.05$ CHANGE ORDER-AUTO OR STNDG-VAULT 1 -$ -$
COIN SUPPLIED ROLL-VAULT 24 0.15$ 3.60$
CHECK DEPOSIT-ICL OR RDSO 37 -$ -$
RETURNS-CHARGEBACK 2 2.00$ 4.00$
RETURNS-ADDITIONAL ADVICE 2 2.50$ 5.00$
RETURNS-RECLEAR 2 1.50$ 3.00$
RETURNS-E-MAIL IMAGES 2 1.00$ 2.00$
DEPOSIT CORRECTION-CASH 1 8.00$ 8.00$
DEPOSIT CORRECTION-NONCASH-RDS 1 8.00$ 8.00$
REMOTE DEPOSIT ACCOUNT MAINTENANCE 4 10.00$ 40.00$
REMOTE DEPOSIT CHECK IMAGE PROCESSED 882 0.05$ 44.10$
IMAGE DEPOSITED ITEMS-RDSO 880 0.05$ 44.00$
PAPER DISBURSEMENT SERVICES
GENERAL DISBURSEMENT CHECKS PAID-TRUNCATED 660 0.05$ 33.00$ PAYEE POSITIVE PAY ISSUE MATCH 456 0.02$ 9.12$
PAYEE POSITIVE PAY MAINTENANCE 3 -$ -$
POSITIVE PAY EXCEPTIONS 2 2.00$ 4.00$
ARP POSITIVE PAY RETURN-OTHER 1 5.00$ 5.00$
STOP PAY AUTOMATED 12 MONTHS 1 1.00$ 1.00$
NON-RELATIONSHIP CHECK CASHED 1 -$ -$
IMAGE ARCHIVE 729 0.05$ 36.45$
ONLINE BANKING - IMAGE SUBSCRIPTION 7 10.00$ 70.00$
ONLINE BANKING - IMAGE RETRIEVAL 14 -$ -$
PAPER DISBURSEMENT RECON SERVICES
ARP POSITIVE PAY MAINTENANCE-FULL RECONCILIATION 3 -$ -$ ARP POSITIVE PAY INPUT ITEMS-FULL RECONCILIATION 687 0.05$ 34.35$ ARP POSITIVE PAY INPUT FILE-TRANSMISSION 13 3.00$ 39.00$ ARP VOID CANCEL ITEMS 17 -$ -$
ONLINE BANKING - ARP REPORTS 3 -$ -$
ATTACHMENT E: PRO-FORMA PRICING
Service Group 1: General Banking
EXHIBIT A
Comprehensive Pricing Sheet
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 7 of 88
ARP REPORTS ADDITIONAL DUPLICATE ANCILLARY 1 -$ -$
GENERAL ACH SERVICES
ACH MONTHLY MAINTENANCE 3 10.00$ 30.00$ ACH ON US CREDITS 131 0.02$ 2.62$ ACH OFF US CREDITS 1,077 0.02$ 21.54$ ACH ON US CREDITS-SAME DAY 25 0.03$ 0.75$ ACH OFF US CREDITS-SAME DAY 138 0.03$ 4.14$ ACH ORIGINATED ADDENDA 4 0.02$ 0.08$ ACH DEBIT RECEIVED ITEM 106 0.05$ 5.30$ ACH CREDIT RECEIVED ITEM 359 0.05$ 17.95$ ACH RETURN ITEM 4 2.00$ 8.00$ ACH INPUT-FILE 13 5.00$ 65.00$ ACH DELETE-REVERSAL 3 1.00$ 3.00$ ACH REPORTS-ELECTRONIC 38 -
ACH REPORTS-FAX 9 -
ACH BLOCKS AUTHORIZATION MAINTENANCE 1 25.00$ 25.00$ ACH BLOCKS AUTHORIZATION INSTRUCTIONS 1 0.25$ 0.25$ ACH NOTIFICATION OF CHANGE (NOC)2 2.00$ 4.00$
WIRE & OTHER FUNDS TRANSFER SERVICES
WIRE MONTHLY SUBSCRIPTION 1 -$ -$ ELECTRONICALLY INITIATED WIRE OUT-DOMESTIC 4 7.00$ 28.00$ ELECTRONICALLY INITIATED WIRE OUT-BOOK DB 1 7.00$ 7.00$ INCOMING DOMESTIC WIRE 4 7.00$ 28.00$ ONLINE BANKING - STORAGE OF WIRE PAYMENT TEMPLATE 13 -$ -$
INFORMATION SERVICES
ONLINE BANKING PREVIOUS DAY REPORTING ACCOUNT 3 -$ -$ ONLINE BANKING SUBSCRIPTION 1 10.00$ 10.00$ ONLINE BANKING REPORTING SUBSCRIPTION 1 -$ -$ ONLINE BANKING PREVIOUS DAY REPORTING ITEM 1,848 0.08$ 147.84$
NEW SERVICES
Estimate volumes for each service
CHECK PRINTING SERVICES
CHECK PRINTING MONTHLY BASE 1 25.00$ 25.00$ CHECK PRINTING PER CHECK 660 0.25$ 165.00$ CHECK PRINTING REJECT REPAIR DUPLICATE -$
CHECK PRINTING ONLINE REPORTING (PER MONTH/RELATIONSHIP FEE) CHECK PRINTING EMAIL SECONDARY APPROVER -$
CHECK PRINTING PACKAGE PREPARATION -$
PAYROLL CARDS
-$
SET-UP FEES -$
NEW CARD FEE -$
IMPLEMENTATION FEE -$
CUSTOMIZATION -$
PROCESSING APPLICATIONS -$
CHARGES TO EMPLOYER
TRANSACTION FEES -$
ADMINISTRATIVE COSTS -$
MONTHLY ACCOUNT MAINTENANCE -$
PER CARD MAINTENANCE -$
SOFTWARE -$
STANDARD REPORTS -$
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 8 of 88
TECHNICAL ASSISTANCE -$
TRAINING
CHARGES TO EMPLOYEE
ATM WITHDRAWALS -$
# OF FREE WITHDRAWALS -$
OUT-OF-NETWORK ATM FEE -$
POS - PIN -$
POS - SIGNATURE -$
TELLER WITHDRAWAL -$
MONTHLY ACCOUNT FEES -$
ELECTRONIC MONTHLY STATEMENT -$
PAPER MONTHLY STATEMENT -$
ATM INQUIRY -$
OPERATOR INQUIRY -$
CARD REPLACEMENT -$
OTHER EMPLOYEE FEES
DECLINED POS TRANSACTION -$
DECLINED ATM TRANSACTION -$
MONTHLY INACTIVITY -$
NEGATIVE BALANCE FEE -$
COMPANION CARD -$
ADDITIONAL SERVICES NECESSARY TO MEET CORE RFP REQUIREMENTS Estimate volumes for each service
TOTAL ANNUAL COST
OPTIONAL SERVICES PROPOSED
1,156.79$
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 9 of 88
PN: 3376962
Document Checklist l JPMORGAN CHASE BANK, N.A.
04 February 2026
CITY OF VISTA
200 CIVIC CENTER DR
VISTA, CA 920846275
USA
Thank you for choosing JPMorgan Chase for your banking needs. Below is a list of documents contained in this package that pertain to the products and/or services you have requested, with instructions for each document.
In striving to deliver best-in-class service, we encourage you to complete and return any of the attached documentation requiring signature within 5 business days from the day you receive this package. Please let us know if there is any way we can assist you. We understand that on occasion this timeline cannot be met due to other priorities, the complexity of requirements, and/or the availability of authorized signatories. In such cases we kindly ask that you advise us when we can anticipate receipt of the documentation or if there is any additional support we can provide. Timely receipt of the documents enables us to better complete your request in the desired timeframe.
For your protection, where documents in this package are being sent as e-mail attachments and have been pre-filled, the account and/or SSN/TIN number has been truncated to the last 4 digits, or the documents have been encrypted and may require a password to open.
We at JPMorgan Chase are fully committed to meeting your banking needs. We are happy to answer any questions you may have regarding the attached documents. If you need assistance, please do not hesitate to call.
Kind regards,
Briana Burtley
+13123361157
[email protected]
10 S Dearborn St
Chicago, IL 60603-2300
Document Name ID Instructions
Global Account Terms - US
Addendum
1 For Reference Only
Global Account Terms 2 For Reference Only
Consolidated Service Terms for
Commercial Bank and Dealer
Commercial Services
3 For Reference Only
Business Signature Card 4 Complete, Sign, Return
Core Signer Authorization - Word 5 Complete, Sign, Return SADF - LC FI and CB 6 Complete, Sign, Return
Account Validation Service Terms 7 Complete, Sign, Return FDIC Deposit Insurance - Official
Custodian Form for U.S. State and
Government Accounts
8 Complete, Sign, Return
Electronic Signature Service Terms 9 For Reference Only
EXHIBIT B
Bank Documentation
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 10 of 88
PN: 3376962 DOC ID: 1 Page 2 of 64
ADDENDUM TO ACCOUNT TERMS (UNITED STATES OF AMERICA) V1.15_03_14_25 Accounts maintained by the Customer with the Bank are subject to the Bank’s Account Terms. This addendum (“Addendum”) amends or supplements the Account Terms with respect to Accounts maintained in the 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, Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 11 of 88
PN: 3376962 DOC ID: 1 Page 3 of 64
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 to use such Services. In the event that Customer ceases using such services, Customer agrees that doing so 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 Bank is entitled to assert that the Customer’s negligence precludes it 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 the Bank has used good faith and ordinary care and 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.
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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 with 30 days advance written notice to the Customer; provided, however, that the Bank may terminate the ECR Service, effective immediately upon sending written notice to the Customer if the Bank determines in its sole discretion that: (i) the Customer has materially breached the Account Terms and/or Addendum; (ii) there is a material adverse change in the financial or business condition of the Customer; (iii) there is a misuse of the ECR Service or rights hereunder by the Customer; and/or (iv) termination is necessary or required by applicable law, or as a result of a court or regulatory agency order or proceeding. 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 sub- account; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank’s books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein.
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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 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, quasi- fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts.
Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the following provision:
16.1 Except as otherwise agreed in writing by the Bank and 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.
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(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 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. Per the requirements of 12 CFR 229.16, Customer is advised that 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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ACCOUNT TERMS V1.7_02_03_21(negotiated)
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 Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 19 of 88
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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.
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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.. In addition to the foregoing contractual rights, all common law and statutory rights of the Bank, all contractual rights granted under any other agreement with the Bank, in each case whether existing now or in the future, with respect to liens and security interests in the Accounts and/or funds therein are expressly preserved.
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, Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 24 of 88
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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 RESERVED
16.2 Limitation of Claims. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against either party within the time frame provided by the applicable statute of limitations .
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.
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 Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 25 of 88
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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 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.
17.8 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.
17.9 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.
17.10 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.
17.11 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.
17.12 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 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.
17.13 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.
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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. Upon award by a court of competent jurisdiction 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 arising out of an interpleader action.
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, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft.
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V5.9_10_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 Positive Pay Service Terms V1.5_09_02_25 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 V2.3_10_30_25
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 pre- approval 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.
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.
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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 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.
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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 WITH POSITIVE PAY SERVICE TERMS V1.5_09_02_25
1. ACH Transaction Blocking
(a) Service; Incorporation of Account Documentation. 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. Such authorization or blocking criteria set up by Customer hereafter sometimes called “Block Profile.” Bank will return any blocked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.
The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services (“Account Documentation”), 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 Positive Pay services, Customer agrees to these Service Terms. Capitalized terms that are used and not defined herein shall have their meanings set forth in the Account Documentation or the Operating Rules of the National Automated Clearing House Association (Nacha).
(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 Positive Pay
(a) ACH Positive Pay Service. Bank provides a Service that allows Customers who are currently setup on ACH Transaction Blocking Service to elect a 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 Block Profile parameters set by Customer.
(i) 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 (“Same Day Cut-Off Time”), 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 except as otherwise provided in Section 2(e).
(ii) If the Customer does not provide such instructions prior to the Same Day Cut-Off Time or if an Entry with a same day effective date is received after the Same Day Cut-Off time, Bank’s Positive Pay Next Day service will be enabled and Customer shall have an additional opportunity to provide instructions to Bank prior to the PP Next Day Cut-Off Time (as such term is defined in Section 2(b) below) 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 the PP Next Day Cut-off Time, Bank will disposition such Entries in accordance with the Customer’s established ACH Transaction Block Profile rules.
(iii) Additionally, Customer may provide instructions to Bank prior to a designated Entry cut-off time, in a manner and form acceptable to the Bank to add allowable or non-allowable IDs to their ACH Transaction Block Profile rule directly from transactions details presented for decisioning.
(iv) Settlement and availability of funds may be delayed as a result of an ACH transaction held until the Same Day Cut-Off Time.
(b) ACH Positive Pay Next Day Service. Bank also provides an additional 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 by a designated cut- off time on the banking day following the day on which the transactions are posted to the Customer’s account (“PP Next Day Cut-Off Time”), in a manner and form acceptable to the Bank. Customer shall use block criteria available through the Service to select the types or categories of incoming ACH debit and/or credit Entries it wishes to review or Customer may elect to review all incoming ACH Entries subject to Section 2(e) below. If the Customer enables the Positive Pay Next Day Service, any ACH transaction subject to a Block Profile rule will be posted to Customer’s Account and will be eligible for an ACH return within a designated time the following day. If Customer does not provide instructions to return within such time, such posting will become final. If Customer choses to return the transaction after it has posted, applicable fees may be assessed.
(c) Review and Return Process. Based upon the block criteria selected by the Customer, ACH Entries meeting that criteria will be made available for Customer to review not later than a designated time on the same day on which the transactions are posted to the account for Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 33 of 88
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the ACH Positive Pay Service or the banking day following the day on which the transactions are posted to the Customer’s account for the ACH Positive Pay Next Day Service. 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.
(d) Customer shall advise Bank by means of an agreed upon transmission method not later than Bank’s designated cut-off time if there are any transactions 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.
(e) Certain Reviewed Transactions May be 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.
3. ACH Transactions Not Subject to ACH Transaction Blocking with Positive Pay.
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.
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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.
Customer assumes risks 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 Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 38 of 88
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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) above and instead places a void notice, Customer agrees (i) that Bank may debit the Customer’s account for the payment of such Item and (ii) that Customer will be liable to Bank for any damages Bank may suffer as a result of the Customer’s failure to place a stop payment on such Item.
6.Item Payment.
The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the presence or authenticity of any signature or to determine whether any signature is authorized.
The Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account.
7.Over the Counter Presentment and Encashment.
The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. If an Item is presented for encashment or deposit at one of the Bank’s branch locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the Customer authorizes the Bank to pay such Item at the teller line based upon the Issuance Information. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay such Item pursuant to the Bank’s policies and procedures for encashment, (ii) Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the- counter. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment.
8.Non-Standard Items.
The Service(s) shall not apply to any Item that does not meet the Bank’s set-up requirements for Items to be eligible for the Services (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) (“Non-Standard Items”). Customer acknowledges that (i) the use of Non-Standard Items may increase the likelihood of fraud, such Non-Standard Items may not be accepted for deposit at financial institutions, and the use of Non-Standard Items may lead to processing delays in the failure of such Non-Standard Items to systemically be matched to the Issuance Information at the time they are presented to the Bank for payment, and (ii) the use of Non-Standard Items may result in the Bank’s fraud protection services not being able to operate as designed such that Non-Standard Items may not be able to be returned within the legal timeframe. Customer acknowledges that Non-Standard Items may be treated as non-cash items for purposes of Regulation CC.
Customer agrees that the Bank may, without liability to Customer, refuse to deposit any Non-Standard Item, including, without limitation, refusing to accept the deposit at any of the Bank’s branch locations. Customer agrees that Customer’s decision to use Non-Standard Items which result in the inability to meet the formatting standards required by the Bank’s Service(s) to operate as designed (systemic matching of the Issuance Information to the Item at the time it is presented for payment) constitutes negligence contributing to the making of an unauthorized signature and/or a material alteration of the Item (collectively “Unauthorized Item”) in situations where a Non-Standard Item is paid against the Customer’s account that the Customer claims is an Unauthorized Item, (a) Customer assumes the risk of loss to the extent that such Service(s) would have detected the Unauthorized Item if it had used check stock that met the Bank’s formatting requirements, (b) Customer shall not claim against the Bank, and the Bank shall have no obligation or liability to Customer to recredit any such account for any such loss, and (c) the Bank will have exercised ordinary care if it pays an Item drawn on any Customer account based upon industry standards without any further inspection of any such Item, even if it is an Unauthorized Item.
9.Incomplete Activations and Service Suspensions
Customer agrees that the Bank shall have no obligation or liability to Customer in accordance with these Service Terms (i) in the event the Services are suspended by Bank in accordance with the Account Documentation; or (ii) prior to Customer taking all required steps to fully implement the Services (including, without limitation, Customer’s final activation of the Service [i.e., actioning “pending positive pay”] on the applicable Bank electronic channel). Customer also understands that it may be billed for the Services notwithstanding that it has not taken all required steps to fully implement the Services.
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CONTROLLED DISBURSEMENTS SERVICE TERMS V1.4_10_25_13
1. Service.
JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the “Customer”) with controlled disbursement services (the “Service”) in accordance with the provisions set forth in these Service Terms. The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and other service terms (“Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation (as may be amended, modified or supplemented from time to time) or by using or continuing to use the Service, the Customer agrees to these Service Terms. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
2. Controlled Disbursement Account.
Each controlled disbursement account (“Controlled Disbursement Account”), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank’s positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services.
3. Payment of Items.
Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same-day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation.
4. Over-the-Counter Presentment.
Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations.
5. Funding Account for Controlled Disbursement.
Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account.
6. Media.
Bank will transmit to Customer, by the transmission method or media agreed to by Customer and Bank, information regarding Customer’s Controlled Disbursement Account.
7. Routing Transit Number.
Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer.
8. Financial Condition.
In the event of the deterioration of the financial condition of the Customer, as determined in the Bank’s sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer.
9. Third Party Usage.
Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting directly or indirectly from Customer’s breach of this Section
9. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 9, Bank may immediately terminate this Service or any Service feature upon notice to the Customer
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IMAGE CASH LETTER SERVICE TERMS V2.0_12_27_23
1. Service.
JPMorgan Chase Bank, N.A. (the “Bank”) which may include designated agents of the Bank, will provide Customer with image cash letter services for Checks as defined below (the “Service”) in accordance with the provisions set forth in this document (the “Service Terms”). The provisions of the Bank’s account documentation, including account terms and conditions governing the operation of business accounts and services and the ACH Origination Service Terms as may be applicable (“Account Documentation”) are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms.
2. Transmission and Processing.
Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the “Transmissions”) in the format and specifications required by the Bank’s File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, “Checks” shall mean original paper checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer’s account at the Bank. For non-financial institutions the Checks must be made payable to the Customer unless the Bank has agreed to allow the deposit of third-party checks. If the Customer is approved by the Bank for Canadian transmission and processing, “Checks” also include original paper checks and drafts drawn in US dollars or Canadian dollars drawn on banks located in Canada.
3. Image Cash Letter File Deposit Time.
The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by the Bank when the entire file has been written onto the Bank’s system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met.
4. Customer Liability.
Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present an original Check more than once through this Service. If the Customer receives a return (substitute check) of the original deposited Check, Customer can deposit the substitute check through this Service; provided however, Customer shall be responsible for any and all losses or claims resulting from the Customer presenting an original Check for payment more than once through any method.
5. Suspension/Cancellation of Service.
Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule.
6. Intellectual Property Ownership.
Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors.
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7. WARRANTIES AND DISCLAIMERS.
7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION
CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR-LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN
REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED
FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER
WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND
FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY TRUNCATE AND CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI-MONEY LAUNDERING PROGRAM IN
COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI-MONEY
LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; AND (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE.
7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS
SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION,
TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK’S PROCEDURES. CUSTOMER FURTHER
ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE
AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS
RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN
ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION.
8. INDEMNIFICATION.
IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER’S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) A BREACH OF ANY
WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW, CLEARING HOUSE RULE OR REGULATION.
9. Pricing Schedule/Volume/Termination Penalties.
Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule.
10. Audit.
Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank.
11. Customer Offering Mobile Check Delivery Application.
If Customer offers its own customers (“Customer’s Client”) a mobile deposit solution through the Customer’s (or its vendor’s) mobile check delivery application (“Application”), allowing the Customer’s customer to capture pictures of the front and back of eligible Checks from their mobile device and to send the images to Customer through the Application, Customer also represents and warrants the following:
(a) Customer will only send images of Checks that are made payable to Customer. (b) Customer has established internal controls and procedures relating to Checks delivered to it through an Application, to comply with the requirements of these Service Terms.
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(c) Customer’s Clients are required to enter into the Customer’s Application service terms and conditions or a similar agreement setting forth the Customer’s Client’s obligations and limiting the use of the Application for only original paper checks that are made payable to the name of the Customer. Such terms shall include the Customer Client’s agreement that use of the Application constitutes their issuance and delivery of the Check to the Customer, and the Customer is a holder of the Check
(d) Customer prohibits use of the Application from OFAC prohibited countries.
12. Financial Institution Customer.
If Customer is a financial institution and the Checks are drawn on Canadian banks Customer agrees that the Bank will be the bank of first deposit for returns and chargebacks and the Bank is authorized to charge Customer’s Account for any such return or chargeback including any related fees.
13. Online Adjustments Services.
If Bank and Customer agree, Customer will submit its adjustment requests through the web-based SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms:
For Customers choosing the deposit account option where they settle for the Items through the Customer’s deposit account at Bank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer’s Account for any adjustments and related fees.
Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment.
Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House.
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CHECK PRINT SERVICE TERMS V2.3_10_30_25
1. Check Print Services. The Bank will provide the Customer with check print services (the “Check Print Service”) in accordance with these Service Terms. The provisions of the Bank’s Account Terms governing the Customer’s deposit accounts, including any accounts used to fund the purchase of cashier’s checks created through the Check Print Service (“Funding Account”), are incorporated into these Service Terms by reference.
2. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print Order”). The Customer agrees that all Print Order requests are for payment of the Customer’s own payment obligations and not for any third party obligations unless explicitly approved by the Bank. Print Order information shall include payee names and addresses. The Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders, unless the Customer has executed the required business associate agreement with the Bank. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms. The Customer agrees to unconditionally release, indemnify, and hold harmless the Bank against any and all liability loss or claim relating to the printing and delivery of Documents.
3. Receipt of Print Orders. The Customer shall transmit Print Orders to the Bank’s designated location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. The Bank may reject any Print Order that does not comply with these Service Terms.
4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be created; (b) cause a laser facsimile of the signature image provided by the Customer to be placed on the check; (c) if agreed upon, cause Documents to be printed and included with the check issuance; and (d) mail, send by courier or make available for download through the Bank’s internet-based check solution along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances and agrees that the signature template that is provided to the Bank (even if provided in blank form) is the authorized signature of the Customer for the checks created under this Check Print Service.
5. Digital Check Delivery. The Bank reserves the right to provide a digital transmission of the check to the payee or payee’s designated agent as an alternative to physical check printing and delivery. This digital transmission may include, but is not limited to electronic checks, or other digital formats as determined by the Bank. The Bank shall not be liable for any issues arising from the digital transmission of checks, including but not limited to delays, errors, or non-receipt by the payee, provided that the Bank has taken reasonable steps to ensure the successful transmission.
6. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone, or facsimile transmission.
7. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein.
8. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either notice or instruction, or it can refuse to act. No restriction on the Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms, unless it is agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change.
9. Limitation of Liability. The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful.
10. Cashier’s Checks. If the Bank agrees to create cashier’s checks under the Check Print Service, the following additional terms will apply: (a) the Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer authorizes the Bank to debit the Customer’s Funding Account for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check, the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, the Customer will be able to view information regarding the cashier’s checks which were funded and created and those that were rejected; (g) any information from the File Information which cannot be used to create a cashier’s check will be communicated to the Customer for further research and reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen, or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures.
11. Limitations. The Customer agrees that it will not include any requests for conditions or restrictions in its Print Orders, and, if the Customer nonetheless adds a condition or restriction in its Print Order, the Bank is not required to comply with any such condition or restriction when paying the check. The Bank may pay any check resulting from a Print Order as if the condition or restriction was not on such check, and the Bank shall not be liable to the Customer or any third party for paying a check as if the condition or restriction was not on such check. The Customer also agrees to unconditionally release, indemnify, and hold harmless the Bank against any and all liability loss or claim relating to the inclusion of a condition or restriction on a check in its Print Order.
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ACH TAX PAYMENT SERVICE TERMS V1.2_04_30_25
1. Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay:
• any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time;
• certain state taxes; and
• certain municipal taxes.
Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”).
2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined).
The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT.
3. Tax Payment Security Procedures.
(a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”) is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same.
(b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access.
Customer shall designate an administrator (the “Administrator”) who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users (“Authorized Users”); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s request, a list of Authorized Users.
4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank’s recommended system configuration.
5. Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer’s applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer’s behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority.
6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules.
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Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States.
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 attorney’s fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment.
Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment.
7. Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall one or more tax payments 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 relevant taxing authority. Tax payment instructions may not be amended or modified.
8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment 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.
9. Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. Customer will be responsible for monitoring and adhering to Internal Revenue Service or Electronic Federal Tax Payment Service requirements and timeframes applicable to its specific tax payments and Bank will have no liability or responsibility for any penalties or losses incurred by Customer resulting from Customer’s non-compliance with such requirements.
10. Incorporation of Account Documentation; Termination. The Bank’s terms governing the operation of business accounts and services (“Account Documentation”) are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer’s breach of the NACHA Rules.
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REMOTE CAPTURE SERVICE TERMS V1.4_07_21_23
Remote Capture is a remote scanning service that processes remittances and promotes Customers’ efficiency in their businesses. Through this service, the Customer’s remittance deposits can be imaged and transferred to JPMorgan Chase Bank, N.A. (the “Bank”) via a Bank supplied data platform for further processing and posting to the Customer’s deposit account.
1. Service
The Bank, which may include designated agents of the Bank, will provide Customer with Remote Capture services solely for domestic transactions (the “Service”) in accordance with the provisions set forth in this document (the “Service Terms”). The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashier’s checks, traveler’s checks, if the scan of the check or item (i) originated within U.S. borders, (ii) is payable in U.S. Dollars, and (iii) is drawn on U.S. banks or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a “Scanner”), to create an electronic image of an original paper check or item and other paper source documents (collectively, “Item”) and transmitting the image of the Item (“Item Image”) and related data within the U.S. to Bank. The provisions of the Lockbox Service Terms, Account Terms, J.P. Morgan Treasury Services Electronic Channels Service Terms (“the “Channels Terms”) , and any other applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. 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.
a. Customer agrees that after the Item Image has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items.
b. Customer agrees that a copy made from the Item Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. c. Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank’s sole discretion.
2. Processing
Customer shall provide through Bank approved devices, including a desktop scanner or mobile device, the Item Images in the format and specifications and in accordance with the procedures required by the Bank. The Bank may process the Items as substitute checks, electronic images or photos-in-lieu, as may be applicable for further clearing through another financial institution, clearinghouse or the Federal Reserve Bank.
Customer assumes sole responsibility for the creation of these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank’s or any transferee’s standard processing requirements, in processing such Items, Customer assumes all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the Item Images and the use of a mobile device in conjunction with the Service are governed by the Channels Terms , as may be amended from time to time.
3. Deposit Time
Item Images are deemed received by the Bank when the Item Images have been transferred onto the Bank’s system and validated by the Bank.
Based upon the size of the batch of items, there may be a significant delay between the time Customer begins to send the items and the completion of the transfer as stated above. If Bank receives and validates the submitted deposit transmission no later than the Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays (“Business Day”), Bank will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank receives and validates the submitted deposit transmission after the Cutoff Time or on a non-Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank’s internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time.
4. Foreign Items
The Service only accepts and processes Items drawn on U.S. chartered banks, whose image originates within U.S. borders.
5. Warranties.
5.1 Customer represents and warrants to Bank that:
• Customer will capture and transmit all Item Images using Bank approved hardware and software applicable to the Service’s function; • Any image Bank receives accurately and legibly represents all of the information on the front and back of the Item as of the time the Item was truncated;
• The information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR-line information required for a substitute check and the accurate amount of the Item; • The Item Image conforms to the technical standards for an electronic Item set forth in Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set forth in Regulation CC; Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 47 of 88
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• No person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; • Customer will not redeposit through this Service any Item previously deposited and returned to Customer; • Customer will employ commercially reasonable security measures, including firewalls, sufficient to protect against unauthorized access or duplicate presentment;
• Customer will only transmit Items that originated as paper checks; • Customer will comply with all applicable laws and regulations; • Customer will not originate any use of the Service for any purpose outside the U.S. borders. Such origination includes, but is not limited to, the capture and transmission of check images from outside of the U.S. • Customer will not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and
• If the Customer is depositing Items on behalf of third parties, the Customer also represents and warrants to the Bank that with respect to each Item deposited through the Service, the owner of the Item has authorized the electronic transmittal of the Item and guarantees all prior endorsements; Customer has established an anti-money laundering program in compliance with anti-money laundering laws and regulations applicable to it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including “know-your-customer” policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which Customer believes effectively prevents the use of Customer’s operations, personnel or facilities for money laundering purposes.
6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion.
Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features.
7. Disclaimer.
Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and/or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non-infringement. Bank and its subcontractors also do not guarantee that Customer’s access to the Services will be uninterrupted, error free or secure.
8. Indemnification.
Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney’s fees and expenses of litigation) resulting from: breach of any of the warranties made by Customer pursuant to these Service Terms; any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting bank.
9. Customer Liability.
Customer shall be solely responsible if any item for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement, warranty claims or return. Information and data reported under these Service Terms: (a) may be received prior to final posting and confirmation and are subject to correction and (b) are for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Item.
10. Suspension/Cancellation of Service.
Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party.
11. Intellectual Property Ownership.
Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors.
Audits. Customer agrees that the Bank shall have the right to audit Customer’s books, records, processes and procedures for managing and maintaining the security and safety of the scanners, transmissions and original Items, including the right to audit Customer’s and Customer’s agents, if any, physical locations where Customer scans original Items and processes electronic check images and data related to the Service.
Customer agrees that the use of scanners, including mobile devices, in conjunction with this Service must originate within the United States.
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J.P. MORGAN TREASURY SERVICES ELECTRONIC CHANNELS V4.4_01_24_25
SERVICE TERMS
1. Service and Service Terms.
The Bank will provide a service (the “Service”) for electronic access to the Customer’s account information, reports and data (collectively, “Data”) and for the electronic transmission to the Bank of messages, service requests, and payment and non-payment instructions (each an “Instruction”) and from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® Online, J.P. Morgan Access® Mobile, J.P. Morgan Host-to- Host/managed file transfer and J.P. Morgan Treasury Services API channels. The Bank reserves the right to modify the applications and products available via the Service. The Service is governed by these terms (the “Service Terms”), which incorporate the Bank’s terms governing the business accounts and services, including service terms that govern the Bank’s processing of Instructions transmitted via the Service (collectively, the “Account Documentation”), as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have the meaning set forth in the Global Account Terms or other account terms applicable to the Customer. JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability. 2. Security Procedures and Other Controls
2.1. General. The security procedures for each channel are set forth below, as may be modified on notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank, as well as any subsequent modification to the procedures and requirements that are designed to strengthen the Security Procedures.
2.2. Security Procedures and Other Controls for Access Online and Mobile Channels.
2.2.1. Access Online. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Online channel is validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), validation of a token code generated by a Bank issued or approved security device (which, for the avoidance of doubt, includes software and hardware used to generate “soft tokens” on a mobile device )(“Security Device”) assigned to that Authorized User and Bank transaction review as specified in Section 2.5.
2.2.2. Access Mobile. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Access Mobile channel is (i) validation of the registration with the Bank of the mobile device used in the transaction, biometric identity verification of the Authorized User by a Bank-issued or approved method, entry of an accompanying PIN of an Authorized User (as defined in Section 2.6 below) and transaction review as specified in Section 2.5; (ii) validation of a user ID and confidential password of an Authorized User (as defined in Section 2.6 below), a token code generated by a Security Device assigned to that Authorized User and transaction review as specified in Section 2.5 or a combination of three or more factors in (i) and (ii).
2.2.3. Controls Offered to Customer. For Access Online and Mobile, the Customer may choose to apply certain controls offered by the Bank to the Customer from time to time designed to reduce the Customer’s risk of unauthorized transactions. The Customer is responsible for choosing controls that are appropriate for the Customer taking into account, among other things, the nature and scale of the Customer’s business, including the size, type and frequency of payment orders normally issued to the Bank, and the nature of its technical environment, internal accounting controls and information security policies and procedures (collectively, “Customer Internal Controls”). The Security Procedure that is established by agreement of the Customer and the Bank herein is established in view of the Customer Internal Controls applied by the Customer. For the avoidance of doubt, none of the controls described in this Section are part of the Security Procedures for the channels.
2.3. Security Procedures and Certificate Procedures for Host-to-Host/Managed File Transfer Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the Host-to-Host/managed file transfer channel is authentication of a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the “Signature Certificate”) and transaction review as provided in Section 2.5. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of a corresponding security key (the “Transport Certificate”) and the Signature Certificate. Each of the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and the corresponding security key as a “Security Key”.
2.3.1. Certificate Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for Certificates and Security Keys notified to the Customer, including but not limited to Certificate validity period, key strength and cryptographic specifications, as amended from time to time. Any request to the Bank to add, update or delete a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and any other information in the manner and form designated by the Bank. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator ("Security Administrator"), notwithstanding that such Security Administrator may be a third party acting on behalf of the Customer.
2.3.2. Certificate Expiration. Notwithstanding any courtesy notifications the Bank may send to the Customer regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 49 of 88
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for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration.
2.4. Security Procedure and Certificate/Token Procedures for API Channel. The Security Procedure for verifying payment Instructions given in the Customer’s name via the API channel is authentication of a Signature Certificate and transaction review as provided in Section 2.5.
2.4.1. Secure Session. The Customer and the Bank will establish a secure session between the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank-generated token (“API Token”).
2.4.2. Certificate Procedures and Requirements. The Customer and the Bank will use the procedures set forth in Sections 2.3.1 and
2.3.2 for the use of Certificates for the API channel.
2.4.3. API Token Procedures and Requirements. The Customer shall comply with the Bank's procedures and requirements for API Tokens, as amended from time to time, including but not limited to the generation and safekeeping of any credentials used for the validation of the API Token, notified to the Customer. The Bank shall have the right to revoke an API Token at any time, including in reliance on a request or communication related to an API Token that the Bank believes in good faith to have been sent by the Security Administrator, notwithstanding that such Security Administrator may be a third party acting on behalf of Customer. Any request to the Bank to update an API Token shall be made solely in the manner and form designated by the Bank.
2.5. Transaction Review. In addition to the Security Procedures described above, the applicable Security Procedure for each channel also includes transaction review based on various risk characteristics. The transaction review shall be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review.
2.6. Confidentiality/Security Breach. The Customer will be responsible for safeguarding and ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used for the validation of the API Token are known to and used (i) in the case of Access Online and Mobile, only by individuals designated as users by the Security Administrators (“Authorized Users”), or, (ii) in the case of the Host-to- Host/managed file transfer and API channels, only by the Security Administrators, as applicable. The Customer shall notify the Bank immediately in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API Token, any credentials used for the validation of the API Token or any other breach of security. The Bank may dishonor or disable any Security Device, API Token, any credentials used for the validation of the API Token or any aspect of the Security Procedures at any time without prior notice and will inform the Customer of the same. In addition, each Customer must implement its own physical and logical security, as well as management controls, that appropriately protect the hardware, software, and access controls used in the transaction process from unauthorized access and use.
2.7. Security Administrator Designation. The Customer shall designate Security Administrators who shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any such designation of a Security Administrator. The Customer agrees to notify the Bank of any change in Security Administrators in the manner and form designated by the Bank. Any such change shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it.
2.8. Security Administrator Responsibilities. Each Security Administrator shall be authorized by the Customer to and be responsible for (i) designating individuals as Authorized Users with respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing the Customer’s Certificates and corresponding Security Keys or API Tokens and any credentials used for the validation of the API Token with respect to the Host-to-Host/managed file transfer and API channels, as applicable; (v) receiving and distributing materials, notices, documents and correspondence relating to the Security Procedures, as applicable; and (vi) advising each Authorized User of his/her obligations hereunder or under any of the applicable Account Documentation.
The Security Administrators shall provide to the Bank, upon the Bank’s request, a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid designation of a Security Administrator at any time or in the event that, after reasonable efforts, the Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API Tokens (and any attendant credentials) and materials and deliver/receive Security Keys to/from any person authorized to act on behalf of the Customer with respect to the Accounts.
2.9. Processing. The Customer acknowledges that the application of the Security Procedures and any controls unilaterally implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction.
3. Open Network Access; Equipment
THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY
DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE, WITHOUT DELAY OR UNINTERRUPTED.
The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, “System”) necessary for the Customer to access and use the Service in accordance with the Bank’s recommended system configuration. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software.
The Customer shall at all times maintain current and effective anti-virus, anti-spyware or other security software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 50 of 88
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independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks and liabilities associated with the operation, performance and security of its System and the use of the Internet or other open networks, failure or use of Customer’s or third party equipment, hardware, browsers, operating systems and/or other software or programs, and services or persons outside of the Bank’s control, and the Bank disclaims all such risks. The Customer shall not use any equipment, hardware, software or program that harms the Bank. The Customer agrees to indemnify and hold 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 arising, directly or indirectly, from the Customer’s use of Customer’s or third-party software or program. The Bank may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.
4.Instructions; Data
4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions given to the Bank’s in the Customer’s name and verified through the applicable Security Procedure.
4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s).
5.Customer Warranties
The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document or Instruction that designates AuthorizedUsers, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; (iii) the Customer shall not access the Servicefrom any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized; and (iv) the Security Procedures offered to the Customer conform to the Customer’s wishes and needs and the Customer has not requested SecurityProcedures other than those expressly agreed by the Customer and the Bank. The Customer hereby represents, warrants and covenants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms.
6. Miscellaneous
6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the Service by such Authorized Users.
6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of California, USA (without reference to the conflict of laws rules thereof).
6.3. All disputes relating to or in connection with these Service Terms solely arising outside the United States shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English, except that (a) disputes solely between a Customer domiciled in the People’s Republic of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules in effect at the time an application is made, with the place of arbitration being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Court for the Southern District of California.
7.Mobile
7.1. Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes the Customer’s authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications.
7.2. Authorized Users may be required to accept an application agreement or license in order to download Access Mobile. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services.
7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.
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EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS
A. Australia & New Zealand
To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount.
B. People’s Republic of China (PRC)
The Customer can access the Access Online channel via the URL: https://access.jpmorgan.com/ . In terms of emergency or any other questions in relation to its access or use of the website or the Service, the Customer may refer to the contact information on the website or contact its representative of the Bank.
C. Indonesia
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms.
Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
D. Malaysia/Labuan
In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia (excluding Labuan) references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank Berhad. In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided by J.P.
Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any other JPMorgan website.
E. Republic of China (Taiwan)
The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service.
F. European Union.
The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com .
The Bank will collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods“), including via documentation relating to the provision to or use by the Customer of electronic banking services or via the Customer’s use of such electronic banking services and via other correspondence or communications between the Customer and the Bank.
Details of the Bank’s processing activities of personal data can be found in its EMEA Privacy Policy, which is available on the Bank’s website at www.jpmorgan.com/privacy/EMEA . The Bank’s EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects.
The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws.
G. Abu Dhabi Global Market
The Bank may collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the applicable data protection laws, including the ADGM Data Protection Regulations 2021. Such personal data will be processed in accordance with the Bank’s EMEA Privacy Policy, accessible through www.jpmorgan.com/privacy/EMEA . The Bank will only process the personal data as described in and for the purposes detailed in such EMEA Privacy Policy. The EMEA Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy Policy may be used to assist the Customer with providing a fair processing notice to the Customer’s underlying data subjects.
The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal basis for the Bank to process the personal data as described in and for the purposes detailed in the Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations under applicable data protection and privacy laws, including the ADGM Data Protection Regulations 2021.
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BUSINESS SIGNATURE CARD V2.5_07_25_23 This form captures the signatures of authorized account signers of the Customer for account maintenance and check signing. Each signer must use black ink or an e-signature platform to sign inside the signature boxor insert a duplicate image of an original signature. They may also provide a facsimile signature (including a computer generated signature) that can be applied to a check drawn on each Account(s), including Schedule A.
Customer details BSCA\NA\01
Legal name CITY OF VISTA
TIN/SSN 956000478
Address 200 CIVIC CENTER DR
VISTA, CA, 920846275, USA
Account(s)*
*Complete Schedule A to include additional accounts or multiple legal entities Account signers BSCA\NA\02
Use this part to add, remove or update an Account Signer. Each Account Signer should sign and provide the details below unless the Customer is relying on a different document containing this information, which the Bank can accept in its sole discretion.
Check this box to add Account Signers for new account(s):
Check this box if the Account Signer details provided on this form supersede all previous Business Signature Cards:
For existing accounts, please take the appropriate action below:
• Add Account Signer, complete all fields
• Remove Account Signer, complete “Name” only, or
• Modify Account Signer’s details, complete “Name” and any other applicable field.
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
What action are you taking for this Account Signer?
Name
Title
Business email
Signature
Business phone
(include country code) +
Mobile phone +
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Page of
Additional account signers (If needed) BSCA\NA\05
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code)
+
Mobile phone +
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
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Page of
Additional account signers (If needed) BSCA\NA\06
Agreement
Customer agrees that:
• it has received and is bound by the Account Terms and any applicable Service Terms, supplements, or amendments • a facsimile signature may only be used for the issuance or endorsement of checks and that any person who applies such an image is authorized to issue, or verify the issuance of, any check drafted against the listed Account(s) or endorse a check for deposit to the listed Account(s), and • JPMorgan Chase Bank, N.A. (the Bank) can rely on each Account signer’s authority until the Bank receives written notice to the contrary and has had reasonable opportunity to act on it.
Certification
I certify that I am authorized to sign this document for the Customer and that each:
• statement in this document is correct and satisfies our internal account authorization, organization and governing documents • Account signer's signature, whether an original or a duplicate image of an original, is an accurate and complete representation of that signer’s signature
• Account signer is authorized to sign and act for the Customer for each Account(s), including Schedule A regarding account maintenance (not including facsimile signature), and
• image (including a facsimile signature) is authorized for use when issuing a check, regardless of who applies it or how it is applied.
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
What action are you taking for this Account Signer?
Name
Title
Business email Signature
Business phone
(include country code) +
Mobile phone +
Signature
Name Date
Title
Signature
(if required by your
corporate resolution)
Name Date
Title
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Page of
Business Signature Card - Schedule A : Account List BSCA\NA\07 #
Legal name
TIN/SSN Account number Account title
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
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CORE SIGNER AUTHORIZATION V1.4_09_27_24 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 CSA\NA\01
If you need to add more entities, Part 1 continues on the last page.
Legal name CITY OF VISTA TIN/SSN 956000478
Organization
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.
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Managing Officer details
Use this part to add, remove or update a Managing Officer. Each Managing Officer should sign below unless the Customer is relying on a different document containing their signature, which the Bank can accept in its sole discretion.
Check this box if the Managing Officer details provided on this form supersede all previous Core Signer Authorizations:
If you are: CSA\NA\02
• adding a Managing Officer, complete all fields
• removing a Managing Officer, complete “Name” only, or • updating a Managing Officer’s details, complete “Legal name” and any other applicable field.
What action are you taking for this Managing Officer?
Name Title
Business email Signature
Business phone
+
Mobile phone +
What action are you taking for this Managing Officer?
Name Title
Business email Signature
Business phone +
Mobile phone +
What action are you taking for this Managing Officer?
Name Title
Business email Signature
Business phone +
Mobile phone +
What action are you taking for this Managing Officer?
Name Title
Business email Signature
Business phone +
Mobile phone +
Customer agreement
Customer agrees that:
• it has received and is bound by the Account Terms and any applicable Service Terms, supplements, or amendments, and • a Managing Officer is an Authorized Person under the Account Terms.
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Part 3: Certification
The Certifying Officer for a:
•Business Trust, Corporation, Limited Liability Company or Unincorporated Association must be the CEO, CFO or COO; president, vice president or treasurer; secretary or assistant secretary; or equivalent officer •Trust must be all trustees or as specified in the trust agreement •Joint Venture must be each joint venturer or as specified in the organizational and governing documents •Political Action Committee must be the committee treasurer or assistant treasurer •General Partnership or Limited Partnership must be the managing partner, or each partner if a managing partner has not been designated, or as specified in the organizational and governing documents •Sole Proprietorship must be the only owner of a business that is not a corporation, partnership, limited liability company, or any other form of business entity, or
•Government Entity must be the public official who is legally authorized to establish and administer the Government Entity’s financial accounts (Financial Officer), or the custodian of the Government Entity’s official records (Certifying Official).
Certifying Officers CSA\NA\03
I certify that for each Customer identified in Part 1:
•I am authorized to sign this document on the Customer’s behalf, •I am authorized in accordance with applicable law or other authority to establish and administer the Accounts and to take all actions and enter into all agreements described in this Authorization,
•Government Entity only: Bank has been designated a depository for funds of Customer in the manner required by applicable law, and •all statements in this document are correct and consistent with its organizational and governing documents.
Are you also a Managing Officer? Yes No
Name Title
Business email Signature
Business phone +
Mobile phone + Date
Are you also a Managing Officer? Yes No
Name Title
Business email Signature
Business phone +
Mobile phone + Date
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Core Signer Authorization – Exhibit : Entity List
# Legal name TIN/SSN Organization
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
CSA\NA\04
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J.P. MORGAN SECURITY ADMINISTRATOR DESIGNATION FORM (SADF) V4.8_05_13_24 Name of Customer: CITY OF VISTA Address (Street): 200 CIVIC CENTER DR Customer U.S. TIN (if applicable):
956000478
Customer ECID: (internal JPMC use only)
0100028208
Address (City, State/County/District, ZIP/Postal Code, Country):
VISTA, CA, 920846275, USA
Instructions: Please provide the information requested below to designate, remove or modify the information for the Security Administrator(s) (“SA(s)”) for your company for the indicated products. FOR NEW CUSTOMER IMPLEMENTATIONS OR FOR MODIFICATIONS: IF NO CHECKBOX IS SELECTED, THE NAMED INDIVIDUAL SHALL BE ADDED.
Terms: The Customer hereby agrees to be bound by any Service Terms, Terms of Use or other agreement(s) between the Customer and JPMorgan Chase Bank, N.A. and any of its affiliates (the “Bank”), as applicable, applicable to the selected products (and each other product accessed via such selected products), the receipt of which is hereby acknowledged. Certain products, including J.P. Morgan Access, are platform products, through which other products may be accessed. The designation of an SA for a platform product shall apply to all products accessed thereby, except to the extent a specific product is provided as a separate option below. For products requiring tokens, you may authorize an SA to utilize soft token technology by providing a cell phone number for the SA and checking the box for “SA to be entitled to Soft Token”. For hard tokens, the SA whose information appears in the first SA block below will be responsible for receiving the tokens. It is understood and agreed that each SA is authorized to receive, exchange and distribute on behalf of the Customer all Security Devices (which includes technology for accessing soft tokens if applicable). Upon receipt of notice that setup is complete, the SAs shall be responsible to verify that the requested service has been implemented or modified in accordance with the Customer’s request, before allowing use by the Customer.
Security
Administrators
Designated for
the Following
Products:
SADF\GBL\06
J.P. Morgan Access®
Profile ID(s)
J.P. Morgan Host-to-Host
Partner ID(s):
J.P. Morgan Application Programming Interface (API)
(Access Profile ID(s):
Managed File Transfer Services (FTSE ID(s):
SADF\GBL\07
J.P. Morgan eServe
ACH File Warehouse
ACH Concentration Services
ACH Infodex (Origin ID(s):
Global Trade Transactions (Trade Channel)
SADF\GBL\08
J.P. Morgan Markets
Supply Chain Finance (APAR)
J.P. Morgan Integrated Payables
JPM Coin
Sec Admin
Add SADF
Modify SA
Delete SA
Name: SADF\GBL\13 Phone #: SADF\GBL\14 Cell Phone #: SADF\GBL\15 SA to be entitled to Soft Token
Signature: SADF\GBL\16
Street Address: SADF\GBL\17 City: SADF\GBL\18 State/County/District, ZIP/Postal Code, Country:
SADF\GBL\19
E-mail: SADF\GBL\25
Sec Admin
Add SADF
Modify SA
Delete SA
Name: SADF\GBL\23 Phone #: SADF\GBL\24 Cell Phone #: SADF\GBL\29 SA to be entitled to Soft Token
Signature: SADF\GBL\26
Street Address: SADF\GBL\27 City: SADF\GBL\28 State/County/District, ZIP/Postal Code, Country:
E-mail: SADF\GBL\35
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AUTHORIZATION (USE BLACK INK ONLY)
As an Authorized Person of the above named company, I hereby certify that I have reviewed the information contained in this document and confirm the accuracy of such information. I have been duly authorized by Customer to execute this Security Administrator Designation Form on behalf of Customer.
Signature(s) of person(s) duly
authorized on behalf of the
Customer. SADF\GBL\70
Print Name:
Signature: SADF\GBL\73
Title: Date:
A second signature is required
only if Client corporate
documentation requires it.
SADF\GBL\71
Print Name:
Signature: SADF\GBL\74 Title: Date:
Sec Admin
Add SADF
Modify SA
Delete
SADF\GBL\32
Name: SADF\GBL\33 Phone #: SADF\GBL\34 Cell Phone #: SADF\GBL\38 SA to be entitled to Soft Token
Signature: SADF\GBL\36
Street Address: SADF\GBL\37 City: SADF\GBL\44 State/County/District, ZIP/Postal Code, Country:
SADF\GBL\39
E-mail: SADF\GBL\45
Sec Admin
Add SADF
Modify SA
Delete
SADF\GBL\42
Name: SADF\GBL\43 Phone #: SADF\GBL\48 Cell Phone #:
SADF\GBL\49
SA to be entitled to Soft Token
Signature:
SADF\GBL\46
Street Address: SADF\GBL\47 City: SADF\GBL\75 State/County/District, ZIP/Postal Code, Country:
SADF\GBL\76
E-mail: SADF\GBL\77
Sec Admin
Add SADF
Modify SA
Delete
SADF\GBL\52
Name:
SADF\GBL\53
Phone #:
SADF\GBL\54
Cell Phone #:
SADF\GBL\55
SA to be entitled to Soft Token
Signature: SADF\GBL\56
Street Address: SADF\GBL\57 City: SADF\GBL\58 State/County/District, ZIP/Postal Code, Country:
SADF\GBL\59
E-mail: SADF\GBL\64
Sec Admin
Add SADF
Modify SA
Delete
SADF\GBL\62
Name:
SADF\GBL\63
Phone #: Cell Phone #:
SA to be entitled to Soft Token
Signature: SADF\GBL\66
Street Address: SADF\GBL\67 City: SADF\GBL\65 State/County/District, ZIP/Postal Code, Country:
SADF\GBL\69
E-mail: SADF\GBL\68
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ACCOUNT VALIDATION SERVICE TERMS V1.5_10_30_25
UNITED STATES / IRELAND
The Bank (as hereafter defined) will provide the Customer with a Service (the “Account Validation Service”) that enables Customer to submit inquiries (“Inquiries”) as to (a) whether an account number provided by Customer is associated with an open account maintained at a financial institution in the U.S. or certain financial institutions outside the U.S. (“Account Status Verification”), (b) whether a name provided by Customer matches the name of an account owner at a financial institution in the U.S. or certain financial institutions outside the U.S. associated with such account if confirmed open (“Account Owner Authentication”), and (c) other characteristics and information as may be made available from time to time.
The provisions of the Bank’s terms and conditions governing the operation of business accounts and services, as well as other applicable service terms (collectively, “Account Documentation”), are incorporated into these Service Terms by reference. The Account Validation Service, and each AVS Product (as such term is hereafter defined) shall be deemed to be a “Service” under and as defined in the Account Documentation and these Service Terms shall be deemed to be “Service Terms” under and as defined in the Account Documentation. Unless otherwise defined in these Service Terms, capitalized terms used in these Service Terms shall have the same meanings as in the Account Documentation. As used in these Service Terms, the term “Bank” means either JPMorgan Chase Bank, N.A. (if the Service is provided out of a U.S. booking location) or J.P. Morgan SE (if the Service is being provided out of an Ireland booking location). 1
1.Account Validation Service. The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, Account Owner Authentication and related information, which products are provided by the Bank and a variety of other providers. Products (hereafter called “AVS Products”) and providers (“Providers”) include the following:
(a)A JPMorgan proprietary product providing Account Status Verification and Account Owner Authentication using the Bank’s proprietary payments and transactions data (the “JPMorgan Proprietary Data Service”), as governed by and subject to the provisions set forth in these Service Terms;
(b)Early Warning Real-time Payment Chek® with or without Account Owner Authentication, provided by Early Warning Services LLC; (c)Early Warning Verify Account Service provided by Early Warning Services LLC; (d)JPMorgan Microdeposit Service;
(e)Confirm Service provided by Kinexys Liink for accounts at financial institutions outside the U.S. (f)Account-Based Check Service by SurePay BV for accounts at financial institutions outside the U.S. (g)JPMorgan Pattern Matching Service, as such term is defined in Section 6; and (h)Other internal or external proprietary services specified as available by the Bank.
The AVS Products described in subsections (b) through (f) above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, the Schedule will control.
Each AVS Product is offered out of such Bank booking location(s) as will be specified by the Bank from time to time; not all AVS Products are offered out of the same location.
Customer will select the Providers that the Customer wishes to receive Responses (as hereafter defined) from, except that with respect to Inquiries on U.S. accounts only, (i) Inquiries will always be directed first to the JPMorgan Proprietary Data Service, and (ii) Pattern Matching Service will automatically be applied on the terms set forth in Section 6. Once Customer has selected the desired Providers, the Bank will determine the order in which Inquiries are sent to the Providers, as further described in Section 3 below.
2.Accessing the Account Validation Service; Inquiries.
(a)Customer will access the Account Validation Service through a direct connection with the Bank pursuant to these Service Terms and the J.P. Morgan Electronic Channels Service Terms (“Channels Terms”), using one of the connectivity methods set forth in the Channels Terms. The Bank will advise Customer which connectivity method(s) is/are available for access to the Account Validation Service. (b)Customer shall transmit Inquiries via its selected connectivity method and shall include the necessary data specified by the Bank for its selected AVS Product(s) and type of response agreed upon. The Bank will advise Customer of formatting and content requirements for Customer’s Inquiries. The Bank may reject or delay processing of Inquiries or Responses (as hereafter defined) if the Customer’s instructions or information are not complete or otherwise do not meet the criteria the Bank specifies for acceptance; the Bank will notify Customer of any Inquiries that are not processed for this reason. Customer agrees that it will submit Inquiries only for valid business payment purposes; without limitation of the foregoing, Customer will not submit Inquiries for the purpose of searching for accounts.
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(c)Customer will be solely responsible for the accuracy, completeness and compliance with any laws, statutes, orders, conventions, regulations, self-regulatory standards, and regulatory interpretations and guidance (including those of any governmental agency) that are applicable to Customer in performing its obligations under the Service Terms (collectively, “Applicable Law”) of the Inquiries, including any information provided by Customer and the Bank will not assume any liability resulting from receipt of the same or from the use of, or reliance upon, the information in connection with any Inquiries.
3. Responses.
(a)The Bank’s Account Validation Service platform will interrogate the applicable Provider(s) and/or Provider databases at the Bank’s discretion unless otherwise agreed to determine if such Provider has information to provide in response to the Inquiry; if so, the Bank will then receive the response data, map or translate it into summarized form and provide a response to Customer with the results (“Response”).
(b)The Bank may also provide the full Response data to Customer. (c)With respect to Inquiries for U.S. accounts only, the following shall apply:
(i)The Bank will determine the order in which Customer’s Inquiries are forwarded to the respective Providers for response. The Account Validation Service platform will interrogate the JPMorgan Proprietary Data Service database first and provide a Response if that database has information to provide. If the JPMorgan Proprietary Data Service database finds no information, the Service will interrogate the other Provider databases individually, following a waterfall logic through successive data sources until one of the Providers has information to provide a Response to the Inquiry or all sources are exhausted, resulting in a Response of no information found.
(ii)It is understood and agreed that the Response provided will be from the first Provider in the waterfall that has the requested information, or if no Providers have information, the Response will indicate that no information was found. In either case, the Response will be mapped in accordance with the Provider’s pre-set criteria as described in the applicable Schedule. The Response will be coded to identify the Provider that returned the response. (d)With respect to Inquiries for accounts at financial institutions outside the U.S., Kinexys Liink and SurePay BV will be the sole Providers subject to separate Schedules.
(e)Customer is fully responsible for any decisions Customer makes based on Response data received under the Service and Bank will have no responsibility or liability for any losses incurred by Customer as a result of such decisions. (f)Each Response data is current as of the time it is provided and the Bank has no obligation to update any Response data after it has been provided to Customer or to notify Customer if such Response data has changed.
Each Response and any other information provided by the Bank in connection with or related to the Account Validation Service shall be treated as confidential information by Customer. Customer will maintain the confidentiality of all such Response data using at least the same level of care that Customer uses or affords to its own confidential information, but in no event less than a reasonable degree of care.
4.Restrictions on Use of the Response Data.
(a)Customer shall only use the Account Validation Service and Response data received therefrom in accordance with these Service Terms.
Upon request, Customer shall certify to the Bank that Customer has not, shall not, and understands it may not, use the Account Validation Service or Response data for any purpose other than the Permitted Use (as hereafter defined). Customer further acknowledges and agrees that it will not use the Account Validation Service or Response data in any manner inconsistent with these Service Terms at any time and shall certify this acknowledgment and agreement on a periodic basis if requested by the Bank. (b)Except as further provided in Section 5 or in a Schedule, Customer shall use the Response data only for the purpose of verifying account details of parties with whom Customer has established or will establish a payment relationship (“Permitted Use”). (c)Customer shall not transmit the Response data to any customer of Customer or any other third party, or allow any third party to access the Response, or rent, sell, resell, retransmit, redistribute, release, sublicense or otherwise transfer any part of the Response data to any other person or entity, except (i) for a transfer to an affiliate of Customer with a need-to-know for internal use of Customer, (ii) as may be required by applicable federal, state and local laws, and the regulations promulgated thereunder, or (iii) as may be permitted under a Schedule. Notwithstanding the foregoing, Customer shall not be prohibited from conducting further diligence, if required, to (i) verify the Response data of the applicable account, or (ii) obtain alternative account information from a transaction counterparty. (d)Customer acknowledges and agrees that each Response is time-sensitive and is only intended to be used at the time it is provided and with the specific Inquiry for which it was requested. Customer agrees not to use a Response for any other purpose.
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(e) Should Customer fail to validate an account status or account owner through the Account Validation Service, it will not decline to complete a transaction or provide services without taking additional intermediate steps such as requesting alternate account information, or attempting to process a payment instruction on the account.
(f) Customer shall not, or permit or cause to permit any other party to, (i) modify, translate, adapt, disassemble, improve or reverse engineer any part of the Response data, or (ii) use the Response data with an intent to create similar product or service to the AVS Products.
(g) Except as otherwise provided in a Schedule, Customer shall not use, or permit any other party to use, the Response data in whole or in part for the purpose of (i) serving as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes; employment purposes; or any other authorized purpose for use of a consumer report under applicable law including but not limited to 15 U.S.C. Sections 1681b(a)(3) through 1681b(a)(6) (“Eligibility Evaluation Purposes”) of the Fair Credit Reporting Act, 15 U.S.C. Section 1681 et. seq. (the “FCRA”) or other equivalent or comparable regulation applicable to Participant, or (ii) taking “adverse action” against any consumer as defined in the FCRA (15 USC § 1681a (k) (1)). “Adverse actions” include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact on a consume, such as denying or cancelling credit or insurance, or denying employment or promotion. The Responses that do not provide positive confirmation of account information, may not be used as the basis to deny the provision of any goods or services, but Customer may use the Responses to inform its determination that further diligence is required to (i) verify the applicable account, or (ii) obtain alternative account information from a transaction counterparty or Instructing Customer.
(h) Customer shall not permit, or cause to permit, any other party to merge, aggregate or compile the Response data into any database for any purpose; provided, the foregoing shall not prohibit the retention of the Responses (i) as may be required to comply with Applicable Law or documented internal document retention policies or (ii) copies of which are made during Customer’s routine system back-ups, in which case, such Responses may be retained for a period consistent with the Customer’s standard procedures with respect to erasing, destroying or overriding back-up media; provided, in case of both subsections (i) and (ii), such Responses shall not be used or accessed for any other purposes.
(i) Customer shall not use the Response data for the purpose of carrying out AML or KYC checks within the scope of its own regulated activities, either in full or as a component of its regulated compliance solutions.
5. Additional Provisions Applicable to the JPMorgan Proprietary Data Service.
(a) Accessing the JPMorgan Proprietary Data Service; Inquiries and Responses.
(i) The database used to provide Responses for the JPMorgan Proprietary Data Service is a confidential proprietary Bank database consisting of the Bank’s historical experiences with various types of outgoing and incoming payments and related transactions involving identified bank accounts and routing numbers (the “JPMorgan Proprietary Database”). Through searches based on name, account number and routing number provided by Customer, the Bank will identify whether it has experienced transactions with a particular account number and routing number combination and/or a particular account number and account owner and provide a Response as to Account Status Verification or Account Owner Authentication.
(ii) The Bank will determine a lookback period within which an Inquiry will be researched for a Response. The JPMorgan Proprietary Database will be accessed and the data obtained will be mapped to provide a Response of Open/Valid, Closed/Invalid or “No Information Found.”
(iii) Customer acknowledges that the information accessed by the Bank in the JPMorgan Proprietary Database and the Responses provided consists of the Bank’s own transactions with respect to the accounts and account owners upon which Inquiries are being made.
(b) Use for Permitted Purposes Only. Customer shall only use the JPMorgan Proprietary Data Service Responses for the following purposes:
(i) when Customer is acting as a payment processor for other persons or entities, with respect to an account or account owner indicated on: an active immediate payment order or repetitive payment order it has received from, and been instructed to process by, its direct customer (“Instructing Customer”), or a payee profile established with its Instructing Customer to facilitate future payments orders, or a pre-processing inquiry on a transaction it has initiated with the Instructing Customer,
(ii) When Customer has been contractually authorized, and intends to, on its own behalf, debit the applicable account at a present or future date,
(iii) When Customer intends to make a payment, on its own behalf, to the applicable account, or
(iv) When Customer is the owner of the applicable account.
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6.Additional Provisions Applicable to Pattern Matching.
JPMorgan Pattern Matching Service (“Pattern Matching Service”) will compare the account number and ABA routing number of Customer’s Inquiry and provide a Response indicating whether the pattern of such number(s) is a “Valid Pattern” or “Invalid Pattern” (collectively called “Pattern Matching Responses”). The Pattern Matching Service will be applied only if Customer has not subscribed to the Microdeposit Service and if Responses from all other Providers are “No Information Found.” (a)The assessment of whether a pattern is a Valid Pattern or an Invalid Pattern will be based upon whether there have been payments made to or received from the receiving financial institution in the past using a similar pattern of numbers and digits. A Response of “Valid Pattern” does not provide, and should not be relied upon to provide, any assurance that the C2 is or is not the intended payor/payee of any subsequent transactions. No repairs or changes will be made to the Inquiry Customer has submitted. (b)Pattern Matching Responses only provide indicators of whether a prospective payment is likely to be successful; there is no guarantee or assurance intended or provided with regard to the success or lack of success of any subsequent payment. (c)The provisions set forth in Sections 5(b) hereof shall also apply to the Responses and Response data provided by the Pattern Matching Service.
7.Property Rights with Respect to JPMorgan Proprietary Database.
Customer acknowledges that the JPMorgan Proprietary Database, including associated databases and other components of the Service, are owned by the Bank and contain valuable proprietary information of the Bank.
8.No Warranty
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES AND
REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE ACCOUNT VALIDATION SERVICE INCLUDING
WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES AS TO ANY PERFORMANCE, USE OR RESULTS OF USING THE AVS PRODUCTS.
THE BANK WILL NOT BE LIABLE FOR ANY ERRONEOUS OR UNAUTHORIZED PAYMENTS MADE BY CUSTOMER BASED ON THE INFORMATION RECEIVED THROUGH THE ACCOUNT VALIDATION SERVICE.
9.Representations and Warranties; Indemnity. Customer hereby represents, warrants and covenants to the Bank that:
(a)(i) All Inquiries are submitted for valid business purposes and in connection with payments intended to be made to or received from the applicable account; (ii) Customer’s use of the Responses and Response data shall at all times comply with these Service Terms and applicable Schedule, and (iii) Customer has obtained from each of its counterparties or customers all authorizations and consents required by Applicable Law in connection with the submission of Inquiries and receipt of Response data relating to the account of such counterparties or customers.
(b)Customer agrees to indemnify the Bank and the 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 (i) Customer’s breach of any representation or warranty made under these Service Terms; or (ii) Customer’s unauthorized access or disclosure of any Response data.
10. General.
(a)Customer acknowledges that the Bank may use one or more Providers for its own internal validation purposes. Customer represents and warrants that Customer has made its independent determination for selection of the Account Validation Service and has not relied on any representation made by the Bank in connection therewith. (b)Use of the Account Validation Service does not constitute an assurance that transactions will be processed for validated Counterparties. (c)Customer understands and agrees that it is responsible for handling of any and all complaints or inquiries submitted by or on behalf of the Counterparties or any other person or entity with respect to the Response data and shall bear associated costs. Customer shall notify the Bank of any such complaints.
(d)Customer acknowledges and agrees that no relationship, contractual, arising under common law, in equity or otherwise is intended or created between the Bank and any Counterparty or other third party and the Bank is providing the Account Validation Service solely to the Customer and not to such Counterparty or other third party and does not owe any duties to such parties. (e)Customer shall be fully responsible for interpreting and complying with Applicable Law related to the collection, use, disclosure and privacy of the personal data of the customers or counterparties about whom Customer submits Inquiries (“Privacy Regulations”), including any requirements to obtain all relevant consents or permissions from such customers or counterparties and any regulator with regard to the disclosure of the data contained in Inquiries. Customer is solely responsible for the collection of such Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 66 of 88
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customers’/counterparties’ personal data, for determining the purposes and legal basis for which and means by which any such personal data may be processed and for providing any regulatory notifications or notices that may be required in order to comply with applicable Privacy Regulations when such personal data is processed and/or transferred as part of the Account Validation Service. (f)In the event of a breach in security resulting in actual or suspected loss or unauthorized access of the Response data, Customer shall notify the Bank as soon as practicable (and in any event within 48 hours of confirmation of any actual loss or unauthorized access) and take all reasonable steps to resolve the breach and minimize any impact to the Response data. In the event of such security breach, Customer agrees to perform a root cause analysis to identify the cause of such security breach and, upon request, will provide the Bank a summary of the cause and continue to update the Bank as new material developments occur. Upon receipt of notice, the Bank will have the right to temporarily stop the provision of the Account Validation Service. (g)Any Schedule to these Service Terms will remain in effect unless and until terminated by Customer upon giving 30 (thirty) business days’ prior written notice to the Bank or by one of the grounds for earlier termination specified in these Service Terms. Notwithstanding any such termination, these Service Terms and other Schedules to these Service Terms shall continue in full force and effect.
AVST/EMEA/01
J.P. Morgan Chase Bank N.A. CITY OF VISTA
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
J.P. Morgan SE (Second client authorized signer if required) Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
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EXHIBIT A
JURISDICTION SPECIFIC PROVISIONS
1.Ireland
1.1. References to “the Bank” in the Account Validation Service Terms shall be deemed to refer to J.P. Morgan SE, acting through its Dublin branch.
1.2. Section 1 of the Account Validation Service Terms shall not apply and be replaced in full as follows:
“The Account Validation Service is a Service that consists of one or more products that provide Account Status Verification, Account Owner Authentication and related information, which products are provided by Bank and a variety of other providers. Products (hereafter called “AVS Products”) and providers (“Providers”) include the following:
(a)JPMorgan Account Information Service;
(b)Confirm Service provided by Kinexys Liink for accounts at financial institutions outside the U.S.; (c)Account-based Check Service provided by SurePay BV;
(d)JPMorgan Microdeposit Service; and
(e)Other internal or external proprietary services specified as available by the Bank for accounts at financial institutions outside the U.S. (such service providers with applicable terms to be notified to Customer from time to time).
The AVS Products described in subsections above will be governed by, and subject to, separate Schedules to these Service Terms in addition to these Service Terms. In the event of any conflict or inconsistency between a Schedule and these Service Terms, the Schedule will control.”
1.3. Sections 3(b), 3(c), 5, 6 and 7 shall not apply and be deleted in relation to the Account Validation Service Terms.
1.4. The following clause will be added to Section 11 of the Account Validation Service Terms. “11. Exhibit A (Jurisdiction Specific Provisions). The additional jurisdiction specific provisions set forth in the attached Exhibit A and updated from time to time are applicable solely to the Account where it is located in the relevant jurisdiction. If there is any inconsistency between the applicable jurisdiction specific provisions and these Service Terms, the applicable jurisdiction specific provisions shall prevail.”
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FDIC DEPOSIT INSURANCE - OFFICIAL CUSTODIAN V1.3_04_30_25 FORM FOR U.S. STATE AND LOCAL GOVERNMENT ACCOUNTS
What is this form? For Government accounts, the Official Custodian(s) of the government entity is treated as the Federal Deposit Insurance Corporation (“FDIC”) insured depositor rather than the government entity itself. This form allows the Customer to identify the Official Custodian(s) for its Government account(s). The sole purpose of this form is to collect information so that the FDIC can make deposit insurance coverage determinations if needed.
Government accounts, which are also referred to as Public Unit accounts by the FDIC, include accounts of the federal government, state governments, Native American Tribes and local governments (e.g., counties, municipalities), and Political Subdivisions of a Public Unit. A Political Subdivision of a state, county, or municipality is entitled to its own insurance coverage through its Official Custodian. See the Definitions section below for further description of how a Political Subdivision qualifies for its own FDIC insurance coverage.
This form should be completed by each Public Unit and each Political Subdivision of the Public Unit. List the government accounts that are owned or controlled by the Official Custodian of the Public Unit, or the Official Custodian of the Political Subdivision of the Public Unit on Schedule A.
FDIC/NA/01
Part 1: Customer
Name of Public Unit
or Political
Subdivision
CITY OF VISTA TIN 956000478
Address 200 CIVIC CENTER DR
City, State ZIP VISTA, CA, 920846275, USA
Part 2: Official Custodian
One Official Custodian
Please list the Official Custodian for your Public Unit or Political Subdivision Account(s). The title, position, or office of the Official Custodian can be listed rather than the individual name of the office holder (for example, “City Treasurer” or “County Treasurer” may be listed). See the Official Custodian definition below for further information.
If action or consent by two or more individuals is required for the exercise of Plenary authority (see definition below) over the funds owned by the Public Unit or Political Subdivision, those individuals are treated as one official custodian. Both individuals should be listed in the line directly below (for example, “Treasurer” and “Comptroller” should be listed). For more information see 12 CFR 330.15(b)(3). FDIC/NA/02 Official Custodian
Title/Position/Office
Two or more Official Custodians
If your Public Unit or Political Subdivision has two or more Official Custodians, list those below. Note that to qualify for separate insurance coverage, each Official Custodian must have Plenary authority (see definition below) over the funds owned by the Public Unit or Political Subdivision.
FDIC/NA/03
Official Custodian
Title/Position/Office
Official Custodian
Title/Position/Office
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Definitions
Official Custodian. An Official Custodian is an officer, employee, or agent of a Public Unit who has plenary authority, including control over funds owned by the Public Unit which the Official Custodian is appointed or elected to serve. Please note that an Official Custodian may, but need not be, a signer on the Accounts held by the Public Unit, and a person is not an Official Custodian just because he or she is an authorized signer on that account.
For more information see 12 CFR § 330.15.
Plenary authority and control of public funds includes possession, as well as the authority to establish accounts in insured depository institutions and to make deposits, withdrawals and disbursements.
Public Unit (generally described as a government entity). Government Entities insured in the government accounts category as Public Units include:
the United States, states, counties, municipalities, the District of Columbia, Puerto Rico and other U.S. territories, Native American tribes, drainage districts, irrigation districts, navigation districts, improvement districts, levee districts, sanitary districts, school districts, power districts, bridge or port authorities, and other special districts created by state statute or compacts between the states, and other Political Subdivisions.
Political Subdivision. Political Subdivision includes any subdivision or principal department of a Public Unit of a state, county, or municipality if the subdivision meets the following test:
a) the creation of the subdivision or department has been expressly authorized by the law of such Public Unit. b) some functions of government have been delegated to the subdivision or department by such law; and c)the subdivision or department is empowered to exercise exclusive control over funds for its exclusive use.
If the test above is met, a Political Subdivision is entitled to its own insurance coverage through its Official Custodian. Political Subdivision does not include subordinated or non-autonomous divisions, agencies, or boards within subdivisions or principal departments.
Part 3: Certification FDIC/NA/04
About you (the person certifying the information on the form) Name Title
I certify that:
•I am authorized to sign this document on the Customer’s behalf, and •the information on this form is complete and correct.
Signature Date
Email address
Additional
Information
Note that the Customer’s designation of an Official Custodian via this form does not replace or modify the Customer’s authorization documentation for any of its accounts. Please use our standard authorization documentation to designate or verify the authority of officers who manage the Customer’s relationship with the Bank. The Bank can rely on the information provided on this form until the Bank receives written notice to the contrary or the Customer provides an updated form. The Bank is not advising you on any investment, tax, legal, regulatory, accounting, or other matters described in this form. The information in the definitional section above has been compiled from FDIC deposit insurance reference materials found at FDIC websites www.fdic.gov/deposit and https://www.fdic.gov/deposit/deposits/factsheet.html and is not meant to replace the advice of the Customer’s own financial, tax, accounting or legal advisors. For questions about the insurance coverage of Government Accounts, contact the FDIC toll free at 1-877-ASK-FDIC (1-877-275-3342); TTY Toll-free number 1-800-877-8339; or at [email protected].
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Schedule A
List the government accounts that are owned or controlled by the Official Custodian of the Public Unit named above; or owned or controlled by the Official Custodian of the Political Subdivision named above # Name of Public Unit or Political Subdivision TIN Account number Account title
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
FDIC/NA/05
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ELECTRONIC SIGNATURES SERVICE TERMS V1.4_11_17_20 These Service Terms set forth the terms and conditions upon which the Bank will accept documents and Instructions related to the Account and Services (including commercial card services, if applicable) signed by any person authorized to sign such documents on behalf of the Customer (“Authorized Signer”) using an electronic signature (“E-Signed Document”). The provisions of the account documentation, including terms and conditions governing the operation of Accounts and Services (“Account Documentation”) are incorporated into these Service Terms by reference.
Capitalized terms used in these Service Terms, unless otherwise defined herein shall have the meanings set forth in the Account Documentation.
Neither the Customer nor the Bank 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. The Bank 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. By using an eligible e-signature platform (“Platform”) to send an E-Signed Document to the Bank, the Customer shall be deemed to accept these Service Terms and provide consent to use the below Platforms to send and receive any document and information related to the Account and Services (including commercial card services, if applicable) to and from the Bank, which for the avoidance of doubt shall be binding on the Customer (to the exclusion of any terms and conditions provided by the Customer). The Bank only accepts E-Signed Documents signed through Platforms acceptable to the Bank on the terms set forth herein. The Bank may accept E-Signed Documents signed through a Platform in instances where the signing event was initiated by the Bank or internally by the Customer. A list of Platforms is available from JPMorgan upon request. E-Signed Documents signed through a Platform must include a signature panel or other indicator evidencing 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. The Bank 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 the Bank or use functionality within the Platform to reassign the document to an Authorized Signer. The representations and warranties given by the Customer in these Service Terms will in no way be affected by a Customer’s choice not to use a security feature.
3.Authority Documents; Personal Data. The Customer has separately provided the Bank 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 the Bank if there are any changes to the Authority Documents, including if an Authorized Signer’s authority is modified or revoked. The Bank 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 the Bank initiates the signing event, the Bank will share Personal Data with the Platform for the sole purpose of facilitating the e-Signing 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, including banking secrecy, if applicable.
Personal Data will be kept by the Platform for the duration of the e-Signing process and will be deleted after a period of two years.
4.Bank’s Review of E-Signed Documents. Upon receiving an E-Signed Document, the Bank 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. The Bank will not verify whether the electronic signature in an E-Signed Document matches the specimen signature held by the Bank. 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 the Bank 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. Bank 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 the Bank accepting E-Signed Documents, the Customer indemnifies and holds the Bank, and its agents, employees, officers and directors, harmless from Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 72 of 88
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and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or resulting from the Bank’s reliance on these Service Terms or on an E-Signed Document executed on behalf of the Customer.
7.Governing Law. Without prejudice to any other provision in the E-signed Documents relating to governing law, these Service Terms and any non-contractual obligations arising out of or in relation to its terms shall be (i) with respect to Accounts located in North America, Central America, South America, Asia (except the People’s Republic of China (“PRC”), India and Vietnam), Australia and New Zealand, governed by and construed in accordance with the laws of California (except as set forth herein), (ii) with respect to Accounts located in Europe, the Middle East and Africa, governed by and construed in accordance with the laws of England, (iii) with respect to Accounts located in India, governed by and construed in accordance with the laws of India, (iv) with respect to Accounts located in the PRC, governed by and construed in accordance with the laws of the PRC, (v) with respect to Accounts located in Vietnam, governed by and construed in accordance with the laws of Vietnam, and (vi) with respect to commercial card services, governed and construed in accordance with the laws of New York. Any 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 the country or state at which the relevant Account is located, without reference to the conflicts of laws provisions thereof, provided, however, for Accounts located in the PRC, any such disputes will be submitted for resolution to the China International Economic and Trade Arbitration Commission ("CIETAC") for arbitration which shall be conducted in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration and the hearing place shall be Beijing. 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. These Service Terms shall constitute the entire agreement between Bank and Customer with respect to the use and acceptance of electronic signatures related to the services provided under the Account Documentation. 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 Bank or the Customer.
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U.S. CASH CONCENTRATION SERVICE TERMS - SINGLE ENTITY V1.3_11_28_25 (GLASS)
Customer: CITY OF VISTA
Effective Date:
CCSE\NA\01
These U.S. Cash Concentration Service Terms (Single Entity) (these “Service Terms”) are entered into by and between the Customer (identified above) and JPMORGAN CHASE BANK, N.A. (the “Bank”). The parties agree that the provisions of the Bank’s account documentation, including Account Terms, any country addenda thereto, the Core Account and Service Terms (if applicable), and the J.P. Morgan Treasury Services Electronic Channels Service Terms (the “Access Terms”; collectively, the “Account Documentation”), which the Customer received and agreed to be bound by, are incorporated into these Service Terms by reference in their entirety. The Customer must sign these Service Terms and the Sch edule 1 (defined below) in order to participate in the Service (defined below) and by doing so authorizes the transactions described herein.
1.Service. The Bank will provide the Customer with its U.S. Cash Concentration Service (Single Entity) (the “Service”) by which the Bank will automatically transfer funds in the amounts and in accordance with instructions and selections set forth in the attached Sch edule 1 (as may be amended, modified or revised, the “Schedule 1”), to and/or from the Customer’s U.S. dollar demand deposit accounts maintained in the U.S. at the Bank and listed on Schedule 1 (collectively, the “Customer Accounts;” each, a “Customer Account”).
2.Balances. The Customer shall maintain sufficient balances, as determined by the Bank, in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such t ransfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft sha ll be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft.
3.Representations and Warranties. The Customer represents and warrants to the Bank that: (i) it is and will remain the sole legal and beneficial owner of the funds contained in each Customer Account; (ii) no Customer Account is a special, trust or restricted account, or subject to any mortgage, charge, lien or other encumbrance, and the Customer covenants to the Bank that it will not create, or permit to subsist, any charge, lien, or other encumbrance on any Customer Account or any of its rights, title and i nterest in or relating to such Customer Account, other than any created in favor of the Bank, if applicable; (iii) these Service Terms will, upon execution and delivery, constitute the legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with applicable law; (iv) the execution of these Service Terms and the performance and obligations by the Customer, will not conflict with or breach the terms of its constitutional documents or of any other agreement, instrument, obligation or restriction, whether statutory, contractual or otherwise to which it is a party of which is incumbent upon i t; and (v) it has obtained and will maintain all rights, approvals and consents necessary to enter into these Service Terms, perform its obligations and has made all disclosures required by it, if applicable, under applicable law.
4.Acknowledgements.
a.The Customer acknowledges that in order to control or mitigate operational, reputational, credit, legal or regulatory risk, w hich, in the Bank’s sole opinion, inhibits the operation of the Service, or any part thereof, the Bank may suspend the Service, or any part thereof, until: (i) the Bank’s concerns are resolved to its satisfaction; and (ii) the Bank notifies the Customer of the resumption of such activity. b.The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Customer acknowledges that it: (i) made an independent assessment for its own purposes and consulted its own financial, legal, tax and other advisors; and (ii) has fully satisfied itself as to any tax impact of this Service before agreeing to the terms herein, and is responsible for any income, withholding or other taxes imposed by any jurisdiction.
5.Authorized Changes. The Customer and the Bank may agree on additions, deletions or changes to the Service via: (i) both parties executing a revised Schedule 1, or (ii) other acceptable documentation agreed to by the Bank, the execution of which shall extend the r epresentations, warranties, acknowledgments and terms of these Service Terms for the affected Customer to such revisions. In relation to providing the Service, the Bank may unilaterally make additions, deletions or changes to the sweep parameters, as reflected in Schedule 1, with written or electronic notice to the Customer. If the Customer has executed the Access Terms governing the access to, and use of, J.P. Morgan Access® Online, J.P.
Morgan Access® Mobile, J.P. Morgan Host-to-Host/managed file transfer and J.P. Morgan Treasury Services API channels, the Bank may, in its sole discretion, allow the Customer to submit requests/instructions through an electronic channel provided by the Bank ( “API Functionality), which will bind the Customer, and be subject to acceptance by the Bank. Customer acknowledges that execution of the Access Terms is a prerequisite to utilizing the API functionality.
6.Set Off; Transfer; Security Interest. In addition to any other rights and remedies the Bank may have, including those in the Account Documentation, the Bank shall have the unrestricted right, at any time, without notice, to: (i) set off, in whole or in part, any funds in any Customer Account, against any overdraft in any other Customer Account; and (ii) transfer or otherwise apply, in whole or in part, any overdraft in any Customer Account, to any other Customer Account, even if so doing places such other Customer Account into or further into, an overdraft. The Customer grants to the Bank a lien and security interest in the Customer Accounts in order to secure any and all obligations and liabi lities of the Customer to the Bank or any of its affiliates arising under these Service Terms.
7.Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the “InterCo Feature”), provided by the Bank, that selection and affected Customer Accounts shall be specified on Schedule 2for the Servic e. Under the InterCo Feature, the Bank will provide the Customer with reports for the Customer Accounts detailing: (i) a tracking of accumulated inter-account balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. I n addition, the Bank, through the InterCo Feature, will provide Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 74 of 88
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the Customer with automated posting to the affected Customer Accounts of applicable intracompany earnings and borrowing charges. Revisions to InterCo Feature may be made directly by the Customer through Access and implemented by the Bank after the Bank has a reasonable time to act upon the revision(s). The revision(s) of InterCo Feature shall extend the representations, acknowledgements and terms of these Service Terms to such revision(s).
8. Credit Facility. The Customer understands that this Service is established as a convenience for the Customer and is not intended as a mechanism for the extension of credit or a substitution for a credit facility. The Bank reserves the right to treat an overdr aft in any one or all Customer Accounts as an extension of credit bearing interest and/or requiring loan documentation. The Bank may, in its sole discretion , establish overdraft limits which restrict the total net or gross overdrafts, or overdrafts in any one Customer Account.
9. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of the account in which the funds are held, as reflected on the Bank’s end-of-day ledger balance, by the Federal Deposit Insurance Corporation (“FDIC”) after completion of all transactions related to the Service and will be insured by the FDIC under its applicable insurance rules and limits.
10. Term; Termination. These Service Terms shall be in effect as of the Effective Date and shall remain in effect unless and until terminated.
These Service Terms may be terminated by either party upon written notice to the other party effective immediately; provided that, any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reaso nable time to act on such notice.
11. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof. The Customer consents to the jurisdiction of the state and federal courts located within the City of New York, Borough of Manhattan, for the adjudication of all matters relating hereto or arising hereunder, and agrees that due and adequate service of legal process therefor may be made by receipted mail or courier service to an address for the Customer on the books and records of the Bank.
CCSE\NA\02
CITY OF VISTA
Customer JPMorgan Chase Bank, N.A
By:
By:
Signature Signature
Print
Name: Print
Name:
Title: Title:
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 75 of 88
PN: 3377685 DOC ID: 1 Page 3 of 15
SCHEDULE 1 – SCHEDULE OF ENTITIES AND ACCOUNTS
Date: DD / MM / YYYY
This Schedule and the information detailed herein shall be read together with, and shall be deemed to be a part of the Cash Concentration Service Terms. This Schedule reflects the cash concentration structure as of the above date covered by the Cash Concentration Service Terms. CCSE\NA\03 PART A – CASH CONCENTRATION STRUCTURE INFORMATION
CASH CONCENTRATION STRUCTURE INFORMATION
Action
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Add
Amend
Delete
Participant Account
Details
Entity Name
Account Number
Account Branch1
Currency
Virtual Account Number
(Optional)2
Master Account
Details
Entity Name
Account Number
Account Branch1
Currency
Virtual Account Number
(Optional)2
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 76 of 88
PN: 3377685 DOC ID: 1 Page 4 of 15
PART B – SWEEP PARAMETER INFORMATION AND TRANSFER CRITERIA CCSE\NA\04
CCSE\NA\05
Sw
e
e
p
P
a
r
a
m
e
t
e
r
s
ZBA setup (Yes/No)3
Client Reference4
Sweep Direction5
▪ Two way or
▪ One way from
Master Account or
▪ One way to
Master Account
Virtual Account
Balance Identifier
(Optional)6
Target Balance
and/or
Minimum Threshold7
and/or
Maximum
Threshold8
Sweep Percentage9
Sweep Amount
(Fixed) 10
Minimum Amount
Transferred In11
Maximum Amount
Transferred In12
Minimum Amount
Transferred Out11
Maximum Amount
Transferred Out12
Reverse Sweep13
• Yes or
• No
Back Value Sweep
Adjustment14
• Yes or
• No
Balance Type15
• Ledger Balance
• Collected Balance
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 77 of 88
PN: 3377685 DOC ID: 1 Page 5 of 15
Frequency16
• Daily (D)
• Weekly (W)
• Monthly (M)
For
Frequency as
Weekly (W) 16
Specify day of
the week17
• Monday
• Tuesday
• Wednesday
• Thursday
• Friday
For
Frequency as
Monthly (M) 16
Specify
Business Day
or Calendar
Day18
Format: Enter
number (e.g.
3, 5, 27) or
text (e.g. First,
Last) in
applicable
row
Business Day
Calendar Day
Sweep
Execution
Date/Time19
Option
• End of Day
• Intraday (please
specify time in
*24 hours clock)
API
Functionality20
• Sweep
Amendment and
Execution
• N/A
Currency
Holiday
Option for
single
location
sweeps21
• Execute on
Currency
Holiday22
• Skip execution
on Currency
Holiday (default)
Non-Business
Day Option23
• Prior Business
day
• Next business
day
• Skip execution
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 78 of 88
PN: 3377685 DOC ID: 1 Page 6 of 15
Explanatory Notes:
Instruction Details:
1.Branch: Means the Bank, any of its branches, any of its Affiliates or any of their branches.
2.Virtual Account Number: If a virtual account number is indicated in the table above, the sweep transaction will be notionally posted to that virtual account as well.
3.ZBA Setup: Indicate YES or NO for standard setup; if “yes” is indicated, then no other fields are required to be completed.
ZBA setups have all of the following transfer options:
a.Transfer Type: ZBA
b.Target Balance = 0.00
c.Balance Type: Ledger balance
d.Frequency: Daily transfer execution
e.Transfer Time: End of day transfers
f.Reverse Sweep Option: No
g.Overdraft Allowed: Yes
h.Back Value Sweep Adjustment Option: Yes
4.Client Reference: Optional 16 alphanumeric reference that can be included in the sweep transaction narrative for identification purposes. Speci al characters cannot be used. This field is required for the Virtual Account Management service and should be formatted as follows: “/RFB/ /” (not applicable for EOD cross-border sweeps from US Participant accounts).
5.Sweep Direction: Select transfer direction for sweep instruction:
a.Two way - Either debits or credits the Participant Account such that the balance in the Participant Account equals the Target Balance or Minimum Threshold or Maximum Threshold.
b.One way from Master Account - debit the Master Account and credit the Participant Account if the balance in the Participant Account is less than the Target Balance or Minimum Threshold.
c.One way to Master Account - debit the Participant Account and credit the Master Account if the balance in the Participant Account is greater than the Target Balance or Maximum Threshold
6.Virtual Account Balance Identifier (Optional): Provide the Virtual account number that will be used for the balance transfer calculation.
7.Minimum Threshold: Sweep will be triggered if the balance of the Participant Account is below the Minimum Threshold. This will also be the Target Balance for the Participant Account if no separate Target Balance is provided above. Not available for One way to Master Account sweeps.
8.Maximum Threshold: Sweep will be triggered if the balance of the Participant is above the Maximum Threshold. This will also be the Target Balance for the Participant Account if no separate Target Balance is provided above. Not available for One way from Master Account sweeps.
9.Sweep Percentage: Insert percentage of the balance on the Participant Account to be swept in the Sweep Direction selected.
10.Sweep Amount (Fixed): The fixed amount to be transferred in the Sweep Direction selected from the options above.
11.Minimum/Maximum Amount Transfer In: Optional fields. Specify Minimum/Maximum amount to sweep in from the Master Account to the Participant Account. Default is ‘Not Applicable’, and option not relevant for ‘One way to Master Account’ sweeps. If required, the amount should be entered in the currency of the accounts e.g., if min is $100 and max is $5,000, indicate 100 in the Minimum Amount Transferred In and 5000 in the Maximum Amount Transferred In fields. Feature not available in all locations.
12.Minimum/Maximum Amount Transfer Out: Optional fields. Specify Minimum/Maximum amount to sweep out from the Participant Account to the Master Account. Default is ‘Not Applicable’ and option not relevant for ‘One way from Master Account’ sweeps. If required, the amount should be entered in the currency of the accounts e.g., if min is $100 and max is $5,000, indicate100 in the Minimum Amount Transferred Out and 5000 in the Maximum Amount Transferred Out fields. Feature not available in all locations.
13.Reverse Sweep: Insert No (default); or Yes, to indicate whether automated return of funds to Participant Account is required. Please note th at the reverse sweep postings will occur on the following Business Day. If a back valued sweep takes place on day T with value T -x then the reversal of these funds will occur on the following Business Day (T+1) without back valuation
14.Back Value Sweep Adjustment: If a Participant Account is credited or debited with a past value date, a back valued sweep transaction with the same past value date will be automatically executed to target balance the Participant Account retrospectively. This functiona lity is only available for non-intraday transfers.
15.Balance Type: The balance type of the participant account that would be used for sweep calculation. Select from “ledger balance” or “collec ted balance”
Event / Schedule Details:
16.Frequency: Please select frequency of the sweep from daily (D), weekly (W) or monthly (M). When monthly (M) is selected, please indicate if sweep should take place on a Business Day or a Calendar Day. Any other specifics will need to be agreed with the Bank prior to completion of this Schedule.
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 79 of 88
PN: 3377685 DOC ID: 1 Page 7 of 15
17. Day of the week (for sweep frequency weekly (W)): Specify the day of the week when the sweep would be executed. E.g. Monday to execute weekly every Monday.
18. Specify Business Day or Calendar Day (only for sweep frequency monthly (M)).
Calendar Day means, for the purposes of this Schedule only, each day shown on the Gregorian/New Style calendar beginning at 12:00 Midnight and lasting for 24 hours, including Saturdays, Sundays and any public holiday in any location. The term “day” shall mean Cale ndar Day unless expressed otherwise in this Schedule.
a. Business Day: Select a date of the month (e.g. 5 – execute on 5th Business Day of the month) or a day of the month (e.g. Last – execute on last Business Day of the month)
b. Calendar Day: Select a date of the month (e.g. 5 – execute on 5th Calendar Day of the month) or a day of the month (e.g. Last – execute on last Calendar Day of the month)
19. Sweep Execution Date/Time: Insert specific time in 24 hours format for intra-day sweeps (in local time of the Participant Account location) or ‘End of Day’ for non-intra-day sweeps. Intraday sweep timings should be agreed with the Bank prior to completion of this Schedule. Intraday sweeps can be paired with an end of day sweep. Please note that for a cross-border sweep there may be different standard cut-off times for different currencies. Non intra-day sweeps will be swept in accordance with Branch cut-off times.
20. API Functionality (Optional) This option allows to submit certain requests/instructions through an API channel. Subject to Bank approval. Default is No and will need to be agreed with the Bank prior to completion of this Schedule.
21. Currency Holiday Option This option defines whether a sweep will be executed on a Currency Holiday and is only available for single location sweeps. Please select either “execute on Currency Holiday” or “skip execution on Currency Holiday”.
22. Currency Holiday means a day where the Account Branch is open but is a non-Business Day for the purpose of the Service in relation to all sweep transfers (other than for single-location sweeps, which can be elected to go ahead) because the global foreign exchange markets for the currency in which either the Participant Account or the Master Account are denominated are closed, as determined by the principal institution issuing the relevant currency [and/or the relevant currency is unavailable for trading (for whatever reason) on the relevant foreign exch ange markets for that currency in accordance with market practice of those foreign exchange markets].
Non-Business Day Option: Insert action required when a non-daily sweep falls on a non-Business Day. Options are to run on the previous Business Day, on the following Business Day or not at all (skip execution).
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 80 of 88
PN: 3377685 DOC ID: 1 Page 8 of 15
SCHEDULE 2 – CASH CONCENTRATION AGREEMENT INTERCOMPANY REPORTING IMPLEMENTATION FORM
Date: DD / MM / YYYY
CCSE\NA\06
INTERCOMPANY LOAN & ADMINISTRATION SERVICE
Fill in the data for each loan position in columns below Action
Add
Delete
Amend
Add
Delete
Amend
Add
Delete
Amend
Add
Delete
Amend
MASTER ACCOUNT INFORMATION
Master Entity Name
Master Account Number
Master Account Currency
Master Account Branch
PARTICIPANT ACCOUNT INFORMATION
Participant Entity Name
Participant Account Number
Participant Account Currency
Participant Account Branch
OPENING POSITIONS
Section only required if opening position or opening interest accrual is >0 Loan Position Tracking Start Date1
Opening Loan Position2
Please indicate a positive number
Participant Lending to Master Participant Lending to Master Participant Lending to Master Participant Lending to Master Master Lending to Participant Master Lending to Participant Master Lending to Participant Master Lending to Participant
Opening Interest Accrual Position2
Please indicate a positive number
Participant Lending to Master Participant Lending to Master Participant Lending to Master Participant Lending to Master
Master Lending to Participant Master Lending to Participant Master Lending to Participant Master Lending to Participant
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 81 of 88
PN: 3377685 DOC ID: 1 Page 9 of 15
INTERCOMPANY INTEREST CALCULATION AND SETTLEMENT CCSE\NA\07 Intercompany Interest Calculation (Y - Yes/N - No)3
Debit Interest Rate4 Participant Account Borrowing
Base Rate
Fixed
Indexed
Fixed
Indexed
Fixed
Indexed
Fixed
Indexed
For Fixed Rate Option
Fixed Rate (+/- as a %)
For Indexed Rate Option
Market Reference rate
Spread (+/- as a %, e.g. +0.20% or -0.20%
Minimum Rate %
Maximum Rate %
Credit Interest Rate4 Participant Account Lending
Base Rate
Fixed
Indexed
Fixed
Indexed
Fixed
Indexed
Fixed
Indexed
For Fixed Rate Option
Fixed Rate (+/- as a %)
For Indexed Rate Option
Market Reference rate
Spread (+/- as a %, e.g. +0.20% or -0.20%
Minimum Rate %
Maximum Rate %
Intercompany Interest Settlement
Intercompany Interest Settlement (Y - Yes/N - No)5
Frequency6 Daily (D)
Monthly (M)
Quarterly (Q)
Custom (C)
Daily (D)
Monthly (M)
Quarterly (Q)
Custom (C)
Daily (D)
Monthly (M)
Quarterly (Q)
Custom (C)
Daily (D)
Monthly (M)
Quarterly (Q)
Custom (C)
For Frequency as Monthly (M) or Quarterly (Q)
specify either Business Day or Calendar Day6
Format: Enter number (e.g. 3, 5, 27) or text (e.g.
First, Last) in applicable row
Calendar Day
Business Day
Calendar Day
Business Day
Calendar Day
Business Day
Calendar Day
Business Day
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 82 of 88
PN: 3377685 DOC ID: 1 Page 10 of 15
WITHHOLDING TAX CALCULATION AND SETTLEMENT
Withholding Tax Calculation (Y - Yes/N - No)7
Withholding Tax Settlement (Y - Yes/N - No)8
Master Account Lending to Participant Account
Designated Withholding Tax Account of the
Participant
Account Number
Branch
Account Number
Branch
Account Number
Branch
Account Number
Branch
Withholding Tax Rate9
Please indicate a number as a % e.g. 10%
Participant Account Lending to Master Account
Designated Withholding Tax Account of the
Master
Account Number
Branch
Account Number
Branch
Account Number
Branch
Account Number
Branch
Withholding Tax Rate9
Please indicate a number as a % e.g. 10%
CCSE\NA\08
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 83 of 88
PN: 3377685 DOC ID: 1 Page 11 of 15
CCSE\NA\09
LOAN LENDING LIMITS
Fill out if required
Participant Account Lending Limit with Master Account10 Limit Amount
Limit Breach Option
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Limit Breach Warning %
Master Account Lending Limit with Participant Account10 Limit Amount
Limit Breach Option
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Transfer Full Amount and Report
Transfer Full Amount and Report,
and automatically increase limit by
excess breach amount
Transfer Partial Amount
Reject Transaction
Limit Breach Warning %
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 84 of 88
PN: 3377685 DOC ID: 1 Page 12 of 15
CCSE\NA\10
INTERCOMPANY REPORTS11
Reporting Period Same as Interest Settlement
Calendar Month
Same as Interest Settlement
Calendar Month
Same as Interest Settlement
Calendar Month
Same as Interest Settlement
Calendar Month
Report Generation Frequency
Daily
Monthly
Quarterly
Same as Interest Settlement
Daily
Monthly
Quarterly
Same as Interest Settlement
Daily
Monthly
Quarterly
Same as Interest Settlement
Daily
Monthly
Quarterly
Same as Interest Settlement
Report Formats and Channels
Email
PDF
EXCEL
CSV
Email
PDF
EXCEL
CSV
Email
PDF
EXCEL
CSV
Email
PDF
EXCEL
CSV
Host to Host
PDF
EXCEL
CSV
Host to Host
PDF
EXCEL
CSV
Host to Host
PDF
EXCEL
CSV
Host to Host
PDF
EXCEL
CSV
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 85 of 88
PN: 3377685 DOC ID: 1 Page 13 of 15
Explanatory Notes:
Loan Tracking Start Date: Tracking start date can be dated back to a maximum of 13 months or the sweeping start date whichever is later. Leave the date blank if you need to loan tracking to start as soon as it is set up CCSE\NA\11
1.Opening Loan and Interest Accrual Positions: To carry forward the closing intercompany loan & interest accrual position from your previous tracking records, please provide the actual opening loan and accrual positions before interest is settled for the first time
2.Intercompany Interest Calculation
a.Indicate Y if Intercompany Interest needs to be calculated and reported b.Indicate N if Intercompany Interest does not need to be calculated and reported Interest accrual calculations are based on a 360 day basis for all currencies except for GBP, RUB, HKD, ILS and ZAR which wil l be calculated based on a 365 day basis. If you require a different day count convention, please specify here. This value applies to both debit and credit interest rates :
3.Participant Account Borrowing and Lending Interest Rate Information: Interest rate options can be assigned separately for both credit and debit interest.
a.Interest Rate Type – Interest rates can be assigned as fixed rates or indexed rates (market rate plus/minus spread). Please note that it is not possible to switch between fixed and indexed rates after the loan has been set up i.Fixed Rates – Input the rate as a % (e.g. 3.25%).
If you would like to be able to adjust the Fixed Rate via Access Liquidity Solutions, your fixed rate will appear in the spread/fixed rate(%) field, which is where you would adjust this to your desired value ii.Indexed Rates – input the market reference rate (e.g. EONIA) and spread (e.g. 0.25%). b.Maximum Rate – Not applicable to fixed rate interest rate type. Indicate the maximum fixed “ceiling” rate that would go into effect if the assigned variable rate exceeds this rate. Input N/A if not required. c.Minimum Rate – Not applicable to fixed rate interest rate type. Indicate the minimum fixed “floor” rate that would go into effect if the assigned variable rate drops below this rate. Input N/A if not required. JPMorgan will floor your minimum rate to zero by default. Should you want to apply negative interest rates please enter -99.99
4.Interest Settlement – Indicate Y – Yes or N – No
a.If Y is selected, interest settlement will occur on the next business day following the interest period b.If N is selected, the interest accrual starts again at zero at the beginning of the next Interest Period
5.Intercompany Interest Settlement frequency
Frequency: Please select frequency of interest settlement from Daily (D), Monthly (M), Quarterly (Q) or Custom (C) If a Custom (C) Frequency is required, the schedule of interest settlement must be submitted at the time of implementation. P lease contact your implementations manager.
Specify Business Day or Calendar Day (only for interest settlement frequency monthly or quarterly) a.Business Day: Select a date of the month (e.g., 5 – execute on 5th Business Day of the month) or a day of the month (e.g. Last – execute on last Business Day of the month)
b.Calendar Day: Select a date of the month (e.g., 5 – execute on 5th Calendar Day of the month) or a day of the month (e.g. Last – execute on last Calendar Day of the month)
6.Withholding Tax Calculation: Indicate Y- Yes or N - No. Withholding tax applicable to the Intercompany Interest
7.Withholding Tax Settlement: Indicate Y - Yes or N - No a.If Yes is selected Withholding Tax will be settled to the designated withholding tax accounts as provided in the form b.If No is selected Withholding Tax will not be settled For either option, the Master Customer and the Participant Customer, are responsible for the remittance of their respective t ax payments to the appropriate tax authorities
8.Withholding Tax Rates: Please provide the rate based on the tax relationship between the Master Account and Participant Account. a.Participant Lending To Master Tax Rate – Specify the tax rate to use for lending from the Participant Account to the Master Account. Tax settlement will be paid into the Withholding Tax Account of the Master Customer b.Participant Borrowing From Master Tax Rate – Specify the tax rate to use for lending from the Master Account to the Participant Account.
Tax settlement will be paid into the Withholding Tax Account of the Participant Customer Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 86 of 88
PN: 3377685 DOC ID: 1 Page 14 of 15
9. Lending Limits:
a. Participant Account Lending Limit with Master Account – Specify the maximum amount the Participant Account can lend to the Master Account.
b. Master Account Lending Limit with Participant Account – Specify the maximum amount the Master Account can lend to the Participant Account.
c. Breach Options – Specify the desired option if lending limits are breached:
i. Transfer Full Amount and Report: Sweep transaction is completed, and the limit is breached.
ii. Transfer Full Amount and Report, and automatically increase limit by excess breach amount: Sweep transaction is completed, and the limit is adjusted by excess breach amount.
iii. Transfer Partial Amount: Sweep transaction is partially completed up to the amount of the limit. The Target Balance in the Participant Account is not reached nor is the limit breached.
iv. Reject Transaction: Sweep transaction is not completed. The Target Balance in the Participant Account is not reached nor is the limit breached.
Important: If ‘Transfer Partial Amount’ or ‘Reject Transaction’ has been selected, please be aware that if the limit is breached, then the sweep will not be completed and the Participant Account may be overdrawn overnight and may incur overdraft interest fees
Breach Warning Percentage – Provide the breach warning percentage (e.g., 90%) if needed or N/A. Mandatory if Breach Options ‘Transfer Partial Amount’ or ‘Reject Transaction’ is selected
10. Intercompany Reports:
a. Reporting Period: Reporting period specifies the date range for which intercompany reports will carry the data for i. Same as interest settlement: Each report will show the data from first calendar date of the interest settlement frequency (as selected in point 6 above) to the last calendar day of the interest settlement frequency
ii. Calendar Month: Each report will show the data from first calendar of the calendar month to the last calendar day of the calendar month
b. Report Generation Frequency: Select the frequency at which Intercompany reports are generated and delivered
i. E.g. If the reporting period is calendar month and report generation frequency is daily then the intercompany reports will ge t generated for every business day with data from 1st calendar day of the month up to the current business day
c. Report Formats and channels: Select the formats and channels for delivery of intercompany reports. Specific details of delivery like email addresses and H2H drops box can be provided separately at the time of implementation
This Schedule 1 and 2 supersedes any previous Schedule 1 and 2 with respect to the information, accounts and selections noted herein. The amendment of these sweep parameters or information can be submitted or requested via the use of API Functionality pursuant to Clause 5 of the Service Terms: Target Balance, Minimum Threshold, Maximum Threshold, Sweep Percentage (Shown as “Target Percentage” via the API Functionality), Sweep Amount (Fixed) (Shown as “Sweep Transfer Amount” via the API Functionality), Sweep Execution Date/Time (Intraday only). By signing below, the Customer: (i) agrees to the U.S. Cash Concentration Service Terms (Single Entity) (the “Service Terms”); (ii) extends the representations, warranties, acknowledgments and terms of the Service Terms; and (iii) confirms such information, accounts and selections set forth in this Schedule 1 and 2 for this service.
Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 87 of 88
PN: 3377685 DOC ID: 1 Page 15 of 15
Signature Instructions:
When instituting a new Cash Concentration structure (adding or deleting accounts), a Customer signature is required below, for all Cash Concentratio n Services.
CCSE\NA\12
CITY OF VISTA
Customer
JPMorgan Chase Bank, N.A.
By: By:
Signature Signature
Print
Name:
Print
Name:
Title: Title:
[Signature page to U.S. Cash Concentration Service Terms - Single Entity (GLASS) – Schedule 1 and 2] Docusign Envelope ID: 739ABFEA-B72F-4377-96E9-ED05F2352CD6 04/14/2026 C6 88 of 88