HomeMy WebLinkAboutContract 37354 TA Pvi -
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BANKING SERVICES AGREEMENT
This Agreement is made under the auspices of Chapter 105, Depositories for Municipal Funds,
and entered into this the 1st day of July, 2008, by and between the City of Fort worth, Texas,
hereinafter referred to as CITY, whose address is City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, and JPMorgan Chase Bank, N.A. hereinafter referred to as BANK, whose
principal office for the purpose of this Agreement is located at 420 Throcknzorton, Fort Worth,
Texas 76102.
PURPOSE OF AGREEMENT
The purpose of this Agreement is to state the terns and conditions under which the BANK will
serve as a depository and provide banking services for the CITY.
I.
SERVICES TO BE PROVIDED
The BANK will perform the following services required of the CITY's depository as described
in the following schedules:
A. CITY's Request for Proposal for Banking Services, RFP 08-0076, hereafter
"RPF," which is incorporated herein for all purposes
B. BANK's Banking Services Bid Response Package dated April 17, 2008, hereafter
"Bid Response," which is incorporated herein for all purposes
C. Specific Banking Services Agreements, hereafter `Services" which are attached
hereto and incorporated herein for all purposes
These schedules, along with this Banking Services Agreement shall collectively be referred to as
the Contract Documents, In the event of a conflict between the Contract Documents, the order of
precedence shall be this Banking Services Agreement, the RFP, the Bid Response and the
Services Agreements.
The BANK shall fiirther provide such banking services related to the scope of this Agreement
but not specifically listed herein and at such reasonable prices as may be mutually agreed upon in
writing between the BANK and CITY through the City Manager.
II.
COMPENSATION
In consideration of the services to be performed by the BANK, CITY shall pay for the banking
services provided in the manner specified in BANK's Banking Services Bid Response Package
and in Attachment A — proposed fees, which is attached hereto and incorporated herein for all
purposes. Payments under this Agreement shall not exceed $1,064,632, and shall be based oil
actual monthly volume tunes the single unit cost as specified in BANK's Banking Services Bid
Response Package. Payments will be made monthhly.
OFFICIAL RECORD
JPMorgan Chase—CFW CITY SECRETARY
Banking Services Agreement FT WORTH,TX
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III.
TERM OF AGREEMENT
This Agreement shall become effective July 1, 2008, and shall continue until September 30,
2011, with two options, upon mutual agreement, to renew for additional one-year periods, unless
terminated sooner by a 90-day written notice by either party.
CITY and BANK further agree that in the event a different bank is selected to provide banking
services for the year following the expiration of this Agreement, BANK will assist in the
transition and provide such banking services as CITY may request in the same manner and at the
same cost as provided in the Agreement, for a period of up to 90 days after the expiration of the
Agreement.
Should either CITY or BANK breach the terms of this Agreement or default on any of its
obligations hereunder, after due notice this Agreement may be tenninated for cause upon 30 days
written notice by the other party.
IV.
NOTICES
Any notices to be given hereunder by wither party to the other may be effected, in writing, either
by personal delivery or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the address of the parties as they appear in the
introductory paragraph of the Agreement, but each party may change this address by written
notice in accordance with this paragraph.
V.
COMPLIANCE WITH APPLICABLE STATUTES, ORDINANCES AND
REGULATIONS
In performing the services required under this Agreement, the BANK shall comply with all
applicable Federal, State and local laws, ordinances and regulations.
VI.
ASSIGNMENTS
The BANK shall not assign this Agreement or any interest or obligation hereunder without prior
written consent of-the CITY through its City Manager.
VII.
MISCELLANEOUS
1. The City is a govenunental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Goverment Code, entitled "Self-Insurance by Governmental Units,,'
is self-insured and therefore is not required to purchase insurance. To the extent the Contract
JPMorgan Chase_CFW
Banking Services Agreement
Page 2of3
Documents require the City to purchase insurance, the City will provide a letter of self-insured
status as requested by Bank.
2. To the extent the Contract Documents rewire the City to indemnify or hold Bank or any
third party hannless fi-om damages of any bind or character, such obligations are binding upon
the City only to the extent permitted by law.
3. To the extent the Contract Documents require the City to pay attorneys' fees for any
action contemplated or taken, or penalties or liquidated damages in any amount, such obligations
are binding upon the City only to the extent pennitted by law.
4. Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent the
Contract Documents require the City to waive its rights or immunities as a government entity,
such provisions are hereby deleted and shall have no force or effect.
5. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed
that all obligations of the City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, the City shall have the right to terminate this
Agreement.
6. This instrument contains the entire Agreement between the parties relating to the rights
herein granted and obligations herein assigned. Any oral representations or modifications
concerning this instrument shall be of no force or effect excepting a subsequent modification in
writing and signed by the parties. This Agreement may be amended only upon written consent of
both parties.
7. This Agreement shall be construed wider and in accordance with the laws of the State of
Texas, and all obligations of the parties created hereunder are performable in Tarrant County,
Texas.
8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives and successors.
9. In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not effect any other provisions thereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provisions had never been contained.
10. This Agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understanding or written or oral agreement between the parties respecting
the within subject matter.
Executed on the day and year first above written, Tarrant County, Texas.
FOR THE CITY OF FORT NORTH: FOR P GA CHASE BANK, N.A.:
r
B BY.
t
Karen L. Montgomery, J. Micha 1 ilson, Senior-Vice President
Assistant City Manager
APPROVED FO -ORM AND LEGALITY: ATTEST:
BY:
Assistant Ch Attorney Marty Hendrix, r y Secretar
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JPMorgan Chase—CFW
Banking Services Agreement
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Account Terms I J PMORCAN CHASE
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INTRODUCTION
This document (the "Account Terms"), contains the general terms and conditions and other disclosures for the accounts and services which
the Customer may select, and constitutes an agreement between the Bank and the Customer. References to the"Customer'in the Account
Terms mean the governmental, nonprofit, or business entity to which the Bank provides accounts and services. All accounts subject to the
Account Terms are, regardless of their location, referred to in this document as "Accounts". The Account Terms may be supplemented or
amended by existing or future agreements, terms and conditions, and notices, including, but not limited to any terms contained in an account
application, signature card or similar document for an Account or arrangements regarding specific types of Accounts or services ("Services")
offered by the Bank,as described herein or which by their terms("Service Terms")are subject to the Account Terms. By signing the 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 and such supplements,amendments,agreements,terms and conditions, notices or Service Terms,as applicable.
The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation ("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 or in an Account,without the prior written consent of the Bank.
1. Authorized Persons.
1.1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer
("Authorized Person")with respect to the Accounts and Services, until the authority for the Authorized Person is withdrawn by the Customer
upon written notice to the Bank, and the Bank has a reasonable opportunity to act on the termination instruction. The Customer will provide
specimen signatures to the Bank,in the manner requested by the Bank.
1.2 Each Authorized Person, subject to any written limitation 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, without limitation, 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, without limitation,
requests and payment orders, by means other than the signing of an Item,with respect to any Account transaction. Without limitation, such
Instructions may be given singly or otherwise regarding: (i)the payment,transfer or withdrawal of funds by wire, computer or other electronic
means, or otherwise; (ii) money, credits, items or property at any time held by the Bank for account of the Customer; or (iii) any other
transaction of the Customer with the Bank.
1.3 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, but not limited to, 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 The Customer represents that, prior to submitting any document which designates the persons authorized to act on the Customer's
behalf,the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the
data set out therein for the purposes of providing the Service.
2. Instructions;Security Procedures.
2.1 The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the
issuance of an Instruction and/or by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such 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 such security procedure is designed to verify the authenticity
of, and not to detect errors in, Instructions. The Customer agrees to safeguard such security procedure and to make it available only to
authorized persons. Any Instruction,the authenticity of which has been verified through such security procedure,shall be effective as that of
the Customer. An authenticated SWIFT message issued to the Bank in the name of the Customer shall be deemed to have been given by an
Authorized Person.
2.2 The Bank is not obligated to confirm any Instructions. If the Customer, other than with respect to security procedures, chooses to
confirm an Instruction, any confirmation must be clearly marked as such, and, if there is any discrepancy between an Instruction and a
confirmation,the terms of the Instruction shall prevail. Subject to Section 5.5,the Bank may, at its option, use any means to confirm or clarify
any request or Instruction, even if any agreed 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 All Items deposited or cashed are received for collection only,and are received subject to 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 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 practice of the jurisdiction in which the Items are collected. The Bank is not responsible for actions
taken by other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer agrees to use
reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession.
3.2 Credits and deposits to an Account will be available in accordance with the Bank's availability policy and in accordance with
applicable laws. 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 set aside or revoked, or if the Bank does not receive
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funds for the Customer's credit for value on the date advised by or on behalf of the Customer, 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 If the Customer sends an Item to the Bank on a collection basis, the Bank may defer credit or payment for a reasonable time, in
accordance with its practices,without dishonor;and the Bank shall not be obligated thereon until it has remitted final payment.
The following provisions in this section apply to Accounts in the United States,and to Services provided in connection with such Accounts.
3.4 The Bank may provide or make available upon request a receipt or similar document for certain deposits to your Account. However,
the amount on such receipt or similar document is based solely on the deposit ticket. Credits for all deposits whether or not accompanied by a
deposit ticket, including bulk deposits,are subject to final verification. The Bank reserves the right to make adjustments to the Account for any
errors, including any errors appearing on the deposit ticket, occurring during processing or otherwise, but the Bank has no obligation to do so
for de minimis discrepancies..
3.5 The Bank may accept 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 taken possession of the Items as part of a deposit.Therefore,the Customer may not receive provisional credit for such
Items,or if provisional credit has been given the Bank may revoke it. "hhe actual credit for Items payable in a foreign currency will be at the
Bank's exchange rate,for the Account credited,in effect at the time of final collection in U.S.dollars.
3.6 The Customer must place its endorsement on the back of a check only in the area within 1.5 inches from the trailing edge of the
check. The trailing edge of the check is defined as the left side of the check looking at it from the front. If the Customer is authorized in writing
to endorse checks on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank and of Appendix D of
Regulation CC of the Federal Reserve System(available through your Bank representative).
3.7 If the Customer pre-encodes Items,the Customer should not use carrier documents(Items placed inside envelopes) in either high-
speed forward or return cash letters. If the Customer does send carrier documents in either high-speed forward or return cash letters, the
Customer shall be solely responsible for any losses or claims related to it,including,without limitation,errors in the amount of the Item, delays
in processing or claims based upon poor image quality, and shall indemnify and hold the Bank harmless from and against any and all claims
resulting directly or indirectly from processing the carrier documents.
3.8 If the payor bank, drawer or payee on any Item returns the Item to the Bank or makes a claim against the Bank based on an
asserted unauthorized signature or endorsement or an asserted alteration,the Bank may accept that return or pay that claim and charge the
Customer's Account for all or any part of the amount of the Item, even if the claim is made after the payor bank's return deadline. If the
Customer deposits or cashes an Item drawn on the Bank and the Item or any endorsement is asserted to be forged, unauthorized or altered,
the Bank may charge back all or any part of the amount of the Item,even if the charge back is made after the Bank's midnight deadline.
3.9 The Customer agrees that the Bank may collect any deposited Item by electronic means. The Customer will not deposit any
substitute checks(that are not returned items) unless the Bank specifically agrees to accept such deposit. In the event the Bank processes
any substitute checks for deposit,without a specific agreement, the Customer agrees that the processing of it shall not be deemed to be the
Bank's agreement to accept any substitute checks for deposit and that the Customer will be solely responsible for any loss or liability in
connection with the deposit.
3.10 If the Customer uses any of the Bank's night depositories,the Customer does so solely at its own risk.The Bank is not liable for any
deposit in the night depository until the Bank issues the Customer a deposit ticket or other receipt acknowledging the deposit. Any Bank
employee may open and count the money deposited in any night depository, and that employee's determination of the amount of money will
be conclusive.The Customer is solely responsible for any loss incurred from the disappearance,theft,or loss of any envelope, bag,or money
before the Bank verifies the contents of the deposit.
4. Payment of Items.
4.1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including, without
limitation, 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 that 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 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 that individual's obligations.
4.3 The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank)are lost or stolen.
The Customer shall not use its Account to allow any third party to issue checks or otherwise use the Account unless specifically agreed to in
writing by the 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 The Bank may process any Item by electronic means. All Items the Customer draws against any Account must comply with the
Bank's check specifications and image standards, published from time to time, and industry standards. 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 result of the Bank's gross negligence or willful misconduct.
The following provisions in this section apply to Accounts in the United States,and to Services provided in connection with such Accounts.
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4.5 The Bank may, in its discretion, cash Items drawn on its Account when presented by the holder. If a payee who is not the Bank's
deposit account customer presents an Item drawn on the Account for cash,the Bank may refuse to cash the Item or may charge the payee a
fee for cashing the Item.
4.6 If the Customer establishes an Account which purports to: (i)require two or more signatures on any Items drawn on the Account;or
(ii) limits the maximum amount for which any person can sign an Item,the Customer acknowledges and agrees that any such requirement is
solely for the Customer's own internal control purposes. The Customer agrees that as long as 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 maximum limit assigned to the signer.
4.7 If the Bank offers the Customer services reasonably designed to help prevent check fraud and the Customer fails to utilize those
services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature and the Customer will
assume the risk that checks or drafts presented against its Account may be forged or altered,to the extent that the services the Bank offered
may have prevented any loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other,then the
Bank may return one or more of such Items.
4.8 The Customer assumes all responsibility and liability for any claim or loss that the Customer or the Bank may suffer as a result of
the Customer's: (i) issuance of a check in such a manner that information, marks or bands on the back of the check obscures endorsements;
or(ii) placement of an endorsement on the back of the check which obscures other endorsements; and which thereby causes a delay in the
forward processing and/or return processing of the check.The Bank retains the right to refuse to accept a check for deposit when the back of
the check is unreasonably obscured.
4.9 If an Item issued by the Customer is transferred or negotiated outside of the United States and is subsequently sent to the Bank for
deposit, collection or payment in the United States, the Customer shall be deemed to make, to the Bank, the transfer and presentment
warranties under the Uniform Commercial Code,as if such Item were negotiated or otherwise transferred in the United States.
4.10 A stop payment Instruction from the Customer will be effective on an Item if: (i)the Bank receives the stop payment Instruction with
a reasonable opportunity to act on such Instruction,which shall be at least one(1)full Business Day following the Business Day of the Bank's
confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction contains all information concerning the Item that the
Bank requires, and is in the form required by the Bank; and (iii)the Item is not yet paid or cashed. 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 on Items, unless otherwise provided,will be valid for one(1)year and will automatically renew up to six(6)additional years unless
the Bank confirms receipt of the 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 180-day period. The Bank shall not be
liable for any Item properly paid or cashed prior to the effective date of a stop payment request. Stop payment Instructions on Items are
effective in having the Item returned unpaid by the Bank. However, stop payment Instructions have no effect on the rights of a holder in due
course of the Item to make a claim directly against the Customer.
5. Funds Transfer Instructions.
5.1 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. The Customer may reverse, amend,cancel or revoke any Instructions only with the consent of the Bank,and 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 all fees associated with any funds transfer Instruction, including debit and credit processing
charges, or to otherwise deduct such fees from the amount of the payment order. In processing the funds transfer, other banks may deduct
fees from the payment order issued to them. 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 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 which the Bank deems reasonable in the circumstances.
5.3 In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number of the
beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's bank in the funds transfer
Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary.
Accordingly, the Customer shall be responsible for the consequences of any inconsistency between the name and identifying number, as
instructed,of any party in such a funds transfer Instruction.
5.4 In accepting a funds transfer Instruction issued in the Customer's name for payment in currency other than the currency of the
Account,the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank's prevailing rate
of exchange or as otherwise agreed. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is the
beneficiary,the Bank may convert the funds to the currency of the Account at the Bank's applicable currency exchange rate and charge the
Customer a fee for such currency conversion. In accepting a funds transfer instruction issued in the Customer's name for payment to a
receiving bank located outside of the United States, the Customer agrees that the Bank may convert the funds to the local currency of the
location of the receiving bank at the Bank's then prevailing rate of exchange. The Bank may deduct its fee for such conversion from the
payment amount.
5.5 If the Customer elects to settle foreign exchange transactions by draft,the Customer acknowledges and agrees that in the event
the draft is not presented for payment within one hundred eighty(180)days from the date of issuance,the Bank shall have the right to cancel
the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then current rate and re-credit the
Customer's Account. If the remitter is no longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed
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moneys account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. In the event
that the payee, holder or other third party claims against the Bank on a cancelled draft,the Customer agrees that it shall be responsible for
any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer
acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be
charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer.
5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written
(including those transmitted by facsimile) funds transfer Instructions may, at the Bank's discretion, be verified by telephonic call-back
confirmation with an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions.
The Customer further agrees to be bound by such funds transfer instructions,whether or not authorized, if issued in the name of the Customer
using such security procedure.
The following provision in this section applies to Accounts in the United States,and to Services provided in connection with such Accounts.
5.7 All ACH entries received for an Account will be received by the Bank subject to the rules of the National Automated Clearing House
Association and any other applicable ACH rules. The Customer agrees to be bound by such ACH rules.Any credit given by the Bank to the
Customer for an ACH entry shall be provisional until the Bank receives final settlement. If the Bank does not receive final settlement,the Bank
may revoke the provisional credit and charge back the amount 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.
6. Interest;Fees;Taxes.
6.1 The Bank, unless otherwise agreed, will pay interest on certain Accounts in accordance with the Bank's usual procedures. The
Bank may adjust interest paid (or principal if required by law) on time deposit Accounts or fixed term Accounts from which withdrawals are
made prior to maturity.
6.2 The Bank may charge fees in connection with the operation of the Account and Services, including but not limited to applicable
maintenance fees. The Customer will pay all fees and charges applicable, from time to time, to the Account and each Service. Unless
otherwise agreed,the Bank is authorized to debit the Account for fees,charges,and levies or taxes imposed by any revenue or governmental
authority, whether or not such fees, charges, levies or taxes will result in an overdraft of the Account, or to bill the Customer separately. All
payments to the Bank shall be in full, without set-off or counterclaim and free of any deduction or withholdings on account of any tax or
otherwise.
6.3 The Customer will pay or reimburse the Bank for any 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 Account or Services
(including payments or receipts to an Account)except if imposed on the overall net income of the Bank. The Customer will provide the Bank
such documentation, declarations, certifications and information as the Bank may require in connection with taxation, 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.
7.1 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 promptly examining each Account Statement and reporting any
irregularities to the Bank in writing, including any claim of improper or unauthorized funds transfer activity. The Customer will ensure that an
Authorized Person examines the Account Statements and any accompanying Items it receives from the Bank from time to time within a
reasonable time after the time they are sent or made available to the Customer. 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. Internet Account Statements or electronic Account Statements (including SWIFT statements), if
applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the
Internet and the Bank sends an electronic mail notification of availability to the Customer, or when the Bank sends the electronic Account
Statement to the Customer. For purposes of determining when an Item is sent to the Customer, an image of an Item or information identifying
the Item(i.e. Item number,amount and date of payment)is a sufficient substitute for the actual Item.
The following provisions in this section apply to Accounts in the United States,and to Services provided in connection with such Accounts.
7.2 The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six(6) months after
the Account Statement is mailed, transmitted or made available to the Customer.The Customer must notify the Bank in writing of any other
errors, discrepancies or irregularities in any Account Statement, or in the Items and documents summarized or detailed in the Account
Statement, or of the non-receipt of an expected Account Statement, within sixty (60) calendar days after the Account Statement is mailed,
transmitted or made available to the Customer.The Customer must provide the Bank with all information necessary for the Bank to investigate
the alleged error,discrepancy or irregularity,and must provide all supporting affidavits and testimony that the Bank requests.
7.3 If the Bank is safekeeping or truncating checks or deposit slips,the Customer agrees that cancelled checks or deposit slips will not
be returned in the Account Statement and that the original cancelled checks or deposit slips may be destroyed in accordance with the Bank's
applicable record retention schedules. The Customer acknowledges and agrees that the Bank's retention of checks does not alter or waive
the Customer's responsibility to examine its Account Statements and report to the Bank any errors or discrepancies in writing within the time
period set forth above.
8. Overdrafts.
8.1 The Bank may debit the Account even though the debit may bring about or increase an overdraft. Unless otherwise agreed, any
overdraft shall be immediately due and payable by the Customer to the Bank. 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 the rate determined by the Bank, up to the maximum
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rate permitted by law at the time of the overdraft or at the specific rate negotiated between the Customer and the Bank. Whether or not the
Bank pays an Item that brings about or increases an overdraft, the Bank may deduct the applicable overdraft fees and expenses from the
Account without notice. Unless agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts
after having permitted an overdraft, notwithstanding any prior action or course of dealing.
8.2 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,without
limitation,the largest transaction first or any other order determined by the Bank,in its sole discretion.
9. 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 held in 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. The Customer grants to the
Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the
Customer to the Bank.
10. Agents; Information.
The Customer authorizes the Bank to retain an agent to perform data processing, collection and other services that the Bank considers
necessary or desirable and may modify or terminate the Bank's arrangements with the Bank's agents at any time. The Customer agrees that
requests, Instructions, and information with respect to Accounts, the Customer itself, or transactions to be disclosed in accordance with the
Account Terms, may be transmitted across national boundaries and through networks, including networks owned and operated by third
parties. The Customer authorizes the Bank to disclose information with respect to any Account, the Customer itself, or any transaction in
which: (i) the disclosure, in the Bank's opinion, is necessary or desirable for the purpose of allowing the Bank to perform its duties and to
exercise its powers and rights hereunder; (ii) the disclosure is to a proposed assignee of the rights of the Bank; (iii) the disclosure is to a
branch, affiliate,subsidiary, employee or agent of the Bank or to its auditors, regulators or legal advisers; (iv)the disclosure is to the auditors
of the Customer;or(v)the disclosure is permitted or required by law, regardless of whether the disclosure is made in the country in which the
Customer resides,in which the Account is maintained,or in which the transaction is conducted.
11. Liability Limitation; Force Majeure.
11.1 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 direct losses or expenses attributable to 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, but not limited to lost profits),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.
11.2 Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the
performance of its obligation resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism,
catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or
unavailability of a payment system, or any cause beyond its reasonable control.
12. Indemnity.
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(including attorneys'fees)resulting directly or indirectly from:
(i)the Bank's acceptance or execution of any request or direction, including,without limitation, Items and Instructions issued in the name of an
Authorized Person; 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.
13. Notices.
All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission,
through internet sites,or by such other means as the Customer and the Bank agree upon from time to time,at the address of the Customer on
the books and records of the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank to the officer or service
representative managing the Account, 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.
Unless otherwise agreed,either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than
thirty(30)days' prior written notice of intent to close or terminate. Notwithstanding the foregoing, either party may terminate an Account or a
Service upon written notice to the other party in the event of: (i)a material breach of the Account Terms 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 condition of the other
party has become materially impaired; or (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or
Page 5 of 9
required by law or regulation, or as a result of a court or regulatory agency order or proceeding. 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) and the Bank's obligations in respect of such Account or Services will terminate. However, 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. In the absence of instructions from the Customer, the Bank may transfer balances to an unclaimed moneys
account,or issue a cashier's check,sending it to the address of the Customer on the books and records of the Bank.
15. Account Disclosures.
15.1 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.
Refused deposits will be returned to the Customer.
15.2 The Bank may refuse to allow a withdrawal from any Account in certain cases including, but not limited to,cases where:(i)there is a
dispute about the Account(unless a court or other competent authority has ordered the Bank to allow the withdrawal); (ii)a legal garnishment
or attachment is served, including, but not limited to, a levy, restraining notice or court order; (iii) the Account is being used as collateral to
secure a debt; (iv)Account Documentation has not been presented; or(v)the Customer fails to pay a Bank loan or other debt or obligation to
the Bank on time.
15.3 Any amount standing to the credit of any Account with the Bank is payable exclusively at the branch at which the Account is held;
however, payment may be suspended from time to time in order to comply with any law, regulation, governmental decree or similar order, in
any jurisdiction, for the time being affecting the Bank, its officers, employees, affiliates, agents or correspondents. The Customer
acknowledges that deposits held in a branch of the Bank located outside the United States: (i) are not insured by the Federal Deposit
Insurance Corporation; (ii)are subject to cross-border risks;and(iii)may enjoy a lesser preference as compared to deposits held in the United
States in the event the Bank should be liquidated,insolvent or placed into receivership or other proceeding for the benefit of creditors.
The following provisions in this section apply to Accounts in the United States,and to Services provided in connection with such Accounts.
15.4 The Customer is permitted by U.S. law to make up to six(6) pre-authorized withdrawals or telephonic transfers from a savings
account(including a money market deposit account) per calendar month or statement cycle or similar period. If the savings account can be
accessed by Items, then no more than three (3) of these six(6)transfers may be made by an Item. 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. The Bank does not presently exercise
this right.
15.5 The Customer, if eligible, may open an interest bearing checking account ("NOW Account"). 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 NOW Account. The Bank does not presently exercise
this right.
15.6 The Bank is authorized,for regulatory reporting acid 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 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.
15.7 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.
16. Governing Law.
16.1 The Account Terms,the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of
each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account
is located. With respect to Accounts maintained in the United States, the Account Terms, the Account Documentation and the rights and
obligations of the Customer and the Bank in respect of each Account also shall be governed by and construed in accordance with the laws of
the State of Ohio, United States(without regard to its conflicts of law rules). Unless otherwise specified in the Service Terms, the rights and
obligations of the Customer and the Bank under any Service Terms shall be governed by and construed in accordance with the laws of the
State of Ohio, United States (without regard to its conflicts of law rules). For purposes of clarity, unless otherwise specified in the Service
Terms or Account Terms,for Accounts maintained in the United States and for all Services,such governing law shall include U.S.federal laws
and regulations, Federal Reserve Bank rules and Operating Circulars, clearing house rules, automated clearing house rules and general
commercial bank practices applicable to the type of Account and Services provided to the Customer.
16.2 The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or
counterclaim, of whatever type or nature, arising out of these Account Terms or the relationship established hereby. Any claim in connection
with Accounts which are the subject of these Account Terms, unless a shorter period of time is expressly provided, must be brought against
the Bank within two(2)years of the incurrence of the cause of action,except as prohibited by applicable law.
16.3 In relation to each Account, the courts of the country or state in which the branch of the Bank at which the relevant Account is held
shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the relevant Account
Documentation and/or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking
proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law, concurrently in any number of
countries or states.
17. Miscellaneous.
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17.1 If the Account Terms, Account Documentation, including, without limitation, Service Terms, are translated into, or appear in a
language other than English,the English language version shall control.
17.2 The expression "the Bank",when used herein, shall mean JPMorgan Chase Bank, N.A., and any of its affiliates or subsidiaries, as
applicable, and shall include any successors of the Bank including,without limitation, an assignee or successors of JPMorgan Chase Bank,
N.A.or any affiliate or subsidiary of such bank or any person who, under the laws of the jurisdiction of incorporation or domicile, has assumed
the rights and obligations of the Bank,affiliate or subsidiary hereunder or to which under such laws the same have been transferred.
17.3 The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or
regulation. Any provision of applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account Terms or
Service Terms. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the
Account Terms shall supersede the Account Terms' provision for purposes of the particular account or Service which is the subject thereof.
The Account Terms supersede and replace any other account conditions previously sent to the Customer.
17.4 Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account
Terms shall be held to be illegal or unenforceable,the validity of the remaining portions of the Account Terms shall not be affected.
17.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank will not be obligated
to execute payment orders or effect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom the
Bank is prohibited to do business by law or regulation or in any case where compliance would, in the Bank's judgment, conflict with applicable
law or banking practice.
17.6 The Bank,with respect to Account operations and processes,may change these Account Terms or impose other restrictions on the
Customer's Accounts or the Services, as the Bank deems necessary in the course of its business, at any time, by the sending of notice by
means of ordinary mail or through electronic channels. Changes to the Account Terms which are required by law may be implemented
immediately or as required by law. The Bank may waive any of these Account 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.
17.7 To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from
jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any
judgment or otherwise),the Customer irrevocably waives and agrees not to claim such immunity.
17,8 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 or under any Service Terms or ancillary Service
material, including,but not limited to,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, but not limited to,
advising the Bank of the countries from which Users will access any Service via the Internet. Customer shall promptly provide the Bank with a
notice of any claims it receives regarding a Service.
17.9 The Bank or the Customer, at its sole discretion, may make recordings and retain such recordings of telephone conversations
between the Customer and the Bank.
17.10 All payment Instructions,whether Items, payment orders or otherwise,are subject to applicable law and payment system rules.
17.11 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,without limitation,objections arising from the Bank's role or acquiescence in the destruction
of the originals.
17.12 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.
17.13 To assist in the fight against the funding of terrorism and money laundering activities, applicable law or regulations 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 individuals),and/or
other information and documents that will allow the Bank to identify the Customer. The Customer agrees that the Bank also may request and
obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by
law or regulation, shall include any signatory on an Account. If the Customer fails to provide or consent to the provision of any such
information,the Bank may close any Account or discontinue providing any service without further notice.
17.14 If the Customer is a foreign bank or financial institution, it shall not permit its customers to conduct banking transactions in the
United States through the Customer's Account, and shall not provide its customers with check stock, drafts,wire transfer capabilities or any
other means by which its customers is able 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 explicitly prohibited without the express written approval of the Bank.
18. Disputes over Account Funds.
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The Bank may refuse to pay out any money from an Account until any dispute over the deposits or funds (including, without limitation, any
dispute over what persons are authorized to represent or act for the Customer) has been resolved by a court,or by agreement of the parties
that is documented to the Bank's satisfaction. The Bank may file an action in interpleader with respect to any money where the Bank has
been notified of disputed claims to that money. If any person asserts that a dispute exists,the Bank is not required to determine whether that
dispute has merit in order to refuse to pay funds or interplead the funds. The Customer agrees to reimburse the Bank for any expenses,
including legal and attorneys'fees, that the Bank incurs because of any dispute.
19. Provisional Recredit.
In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's
investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit,then,the Bank may reverse the provisional
recredit to the Account,even if that reversal results in an overdraft.
The following Section applies to Accounts in the United States,and to Services provided in connection with such Accounts.
20. Abandoned or Inactive Accounts.
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
any state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not
refundable. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six months,the
Bank is not required to provide an Account statement until the Account has additional activity. If an Account has no activity other than charges
assessed or interest credited by the Bank for a period of at least 12 months, the Customer may be unable to access the Account until
appropriate contact is made between the Customer and the Bank.
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, second or third business day after the day of deposit
depending on the type of deposit 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 at a banking center located in the same state as the banking
center address on the face of the check at which that account was opened and/or is maintained,before 2:00 p.m. at a banking center or 12:00
noon local time at an ATM*,on a business day that the Bank is open,then the Bank will consider that day to be the day of deposit. However,
if a deposit is made after that time, on a Saturday, Sunday or federal holiday, or in a state different from the state of the banking center at
which the relevant account was opened and/or is maintained, then the Bank will consider that the deposit was 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.
B. Same Day Availability. Funds from the following deposits 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$100 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:
�anking State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank
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. Funds from all other deposits of checks drawn on banks (as defined in Federal Reserve
Regulation CC)will be available depending on whether the check is a local or nonlocal check. Checks can be identified as local or nonlocal by
looking at the first four digits of the nine-digit bank routing number normally located on the lower left-hand side of the check. Some checks are
marked"payable through"and have a four-or nine-digit number near the routing number. For these checks, use the four-digit number(or the
first four digits of the nine-digit number),not the routing number on the bottom of the check,to determine if these checks are local or nonlocal.
Checks that require special handling may receive delayed availability.
Page 8 of 9
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 banking day the check is reprocessed,
for local items,or no later than three business days after the banking day the check is reprocessed, for all other items. "Banking day"means
that part of any day on which the bank is open to the public for carrying on substantially all of its banking functions.
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 until the fifth business day after the day of deposit. However,the first
$100 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 at the time the
deposit is made. The Bank will also specify when the funds will be available. If a deposit is not made directly to a the Bank employee,or if the
Bank decides to take this action after the Customer has left the premises, the Bank will mail or deliver the notice to the Customer by the day
after the Bank receives the deposit. The Bank will notify the Customer if it delays the ability to withdraw funds for any of these reasons,and it
will tell the Customer when the funds will be available.
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$5,000 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 delays may lead to additional delays under certain availability schedules. Please see your specific availability schedule.
The Federal Reserve banking system does not allow forward processing of any check over$99,999,999. The Bank will handle any such item
as a collection item,with customer credit and availability deferred accordingly.
This Availability Policy and availability schedules may be changed without notice.
*Certain banking centers and automated teller machines (ATM) observe cut-off hours later than 2:00 p.m. and 12:00 noon local time,
respectively. Check the local banking center or ATM for exact times.
O 2006 JPMorgan Chase&Co. All rights reserved.
JPMorgan Chase Bank, N.A. Member FDIC.
Page 9of9
J PMorganChase CP
ACH Debit Block Service Terms I JPMORGAN CHASE BANK, N.A.
V1.3051607
'1 Service. Bank provides a service that allows Customer to block and return ACH debit entries originated to Customer's account with us.
Customer can select from a variety of authorization or blocking criteria and advise Bank in a manner and form acceptable to Bank. Bank will
return any blocked transaction indicating that the ACH debit was not authorized.
2. Company ID Numbers. If Customer elects an option that blocks or allows ACH debits from specified companies, Customer must supply the
Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company/Batch Header Record. The Company ID
Number will be the sole criterion for blocking Debit 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 will be solely responsible for obtaining the correct
Company ID Number for each such Originator.
Customer understands that Company ID Numbers are not unique and,that a Company ID Number may identify more than one Originator and
one Originator may have multiple Company ID Numbers. Customer understands that Company ID Numbers are not a perfect filter and that
transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number 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
Number.
3. Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH-related debits will not be
blocked:
• debits to Customer's account to offset any ACH Credit Entries originated by Customer through Bank;
• reversals of previously received ACH Credit Entries;
• returns or reversals by the RDFI of ACH Debit Entries originated by Customer through Bank;
• Reclamation Entries;
• debits to Customer's account initiated by Bank or Bank's agent to correct processing errors, effect back valuations, make other
adjustments or for fees or charges Customer owes Bank;and
• debits for other transactions Customer has authorized Bank to make,for example,loan or card payments.
4. Incorporation of Account Documentation The provisions of the account documentation, including terms and conditions governing the
operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the
applicable account documentation or by using or continuing to use the ACH Debit Block Services, Customer agrees to these Service
Terms.
J PMorganChase 0
ACH Origination Service Terms I JPMORGAN CHASE BANK, N.A.
VI.3 09 24 07
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 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;
• issue paper drafts in lieu of ACH Debit Entries("Drafts");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 (or Drafts) are two separate services and approval or set up for
one ACH service does not automatically create the ability to utilize the other.
It is Customer's responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer's
requested transactions. 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-subunit them.
Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested.
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.
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;
• Drafts 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 draft 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 drafts. 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 drafts that Bank will release on Customer's behalf. Bank may change or cancel the limits at any time without prior
notice to Customer;although,Bank will try to notify Customer before Bank does that.
4. Warranties; Indemnity Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes
pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank
first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the
requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The
Customer further represents,warrants and acknowledges that each Entry and Draft it originates will comply with all applicable U.S. laws
and regulations.
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 this Section and (b) compliance by Bank and the RDFI with any request
Customer makes for a cancellation,stop payment,reversal or recall of any Entry.
5. Stop Payments;Reversals and Recalls. 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. Entries or other instructions may not be amended or modified.
JPMorganChase C p
G 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 Third Party Sender If Customer is a Third Party Sender,as such term is hereafter defined,(a)Customer warrants that the Originator has
agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b)in any case where the Originator
fails to perform its obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank harmless from and
against any and all claims,demands, losses, liabilities and expenses, including attorneys'fees and costs,that result directly or indirectly
from the failure of the Originator to perform its obligations as an Originator under the Rules; (c)Customer agrees to cooperate with Bank
regarding any request for information concerning the identity of any Originator; and (d) Customer represents, warrants and covenants
that neither these Service Terms nor anything related to the ACH Origination Services violates,contravenes or is inconsistent with any of
the terms, conditions or provisions of any agreement, understanding or arrangement between Customer and the Originator. Further,
Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions originated by Customer and for ensuring
that instructions do not involve illegal activities. Customer must notify Bank immediately if Customer suspects or become aware of any
activity or transaction of an Originator that Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of
illegal activity or that was conducted,in part or whole,for the purpose of disguising the source of funds. Bank will be entitled at any time
upon notice to Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services,for
any Originator on whose behalf are originating Entries if Bank determines that there are excessive returns or reversals of Entries
originated on behalf of such Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity
related to such Originator or for any other reason. As used herein, "Third Party Sender"shall mean a person that is not an Originator,
that has authorized an ODFI or another Third Party Sender to transmit,for the account of the Third Party Sender or another Third Party
Sender, (i) a Credit Entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to
effect a payment from the Originator to the Receiver, or(ii)a Debit Entry to the account of a Receiver,or if the Receiver is also the RDFI,
to such Receiver,in order to effect a payment from the Receiver to the Originator.
& Incorporation of Account Documentation. The provisions of the account documentation, including terms and conditions governing the
operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the
applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service
Terms.
JPMorgan Chase Client Access Service Terms I JPMORGAN CHASE BANK, N.A.
V 2.4 03 28 08
1 Service
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"). The Bank reserves the right to modify the applications and products(each an"Application") available via the Service,
upon notice to the Customer.
2 Security Procedures
2.1 A Bank issued or approved security device(a"Security Device")is required to access the Service. The Customer shall be bound by
and adhere to the security 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, including without limitation the procedures set forth herein. 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 Authorised User, as defined in Section 2.3
below, to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by
Authorised Users.
2.2 The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control
procedure for each Application. The Customer agrees to notify the Bank of any change in security administrators in the manner and
form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had
a reasonable opportunity to act upon it.
2.3 The security administrators shall be responsible for (i) designating individuals as users ("Authorised Users"); (ii) identifying the
functions of the Service that each user may access; (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 user of his/her obligations hereunder or under any of the applicable Account Documentation, as defined in
Section 6 below. The security administrators shall provide to the Bank, upon the Bank's request, a list of Authorised Users. In the
absence of a valid designation of a security administrator at any time, the Bank may deliver Security Devices and materials to any
person authorized to act on behalf of the Customer with respect to the accounts.
3 Open Network Access; Equipment
3.1 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.
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 properly
received by the Bank.
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).
4.3 The Customer acknowledges that the Secure entail Application is not intended for the transmission of Instructions to transfer cash,
securities or other assets.The Customer shall not transmit, and the Bank shall have no obligation to act upon, any such instructions
transmitted through Secure eMail.
5 Customer Warranties
The Customer represents and warrants to the Bank that: (i) prior to submitting any document which designates Authorised Users, the
Customer shall obtain from each individual referred to in such document 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 the geographic location of
its Authorsed Users and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any
jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized. The
Customer hereby represents and warrants to the Bank that these Terms constitute its legal and binding obligations enforceable in
accordance with its terms.
6 Miscellaneous
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 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
shall apply to the use of the Service by such users. 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 ("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.
Page 1 of 5
Jurisdiction Specific Provisions Exhibit
A. Australia&New Zealand—See further Paragraph L herein.
The Bank's liability to Customer for loss or damage of any kind in contract, tort (including negligence), under any statute or otherwise
arising from or relating in any way to this Customer and/or its subject matter, is reduced to the extent that Customer caused andlor
contributed to the loss or damage.
Fees:
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.
Consumer Warranties.
(i)Australia
The following provision applies if,despite the terms of these Service Terms and the Account Documentation as applicable to the services
provided under these Service Terms,the proper law of this Agreement is the law in force in an Australian jurisdiction:
The Warranty and Limitation of Liability provisions of these Service Terms and the Account Documentation as applicable to the services
provided under these Service Terms are subject to the following and only apply to the extent permitted by law:
"Notwithstanding anything in this Agreement, consumers may have the benefit of certain rights and remedies pursuant to the Trade
Practices Act 1974(Cth)and similar state laws in Australia in respect of which liability may not be excluded. If so,then to the maximum
extent permitted by law, such liability is limited, at the Bank's option, in the case of goods to either(a) replacement of the goods;or(b)
correction of defects in the goods; and in the case of services to either(a) re-supply of the services; or(b) the cost of re-supply of the
services."
(ii)New Zealand
If the Customer is acquiring software in New Zealand, the Customer confirms it is acquiring the software for the purposes of a business
(as that term is defined in the Consumer Guarantees Act 1993),and that the Consumer Guarantees Act does not apply to the software.
Miscellaneous. The following provision shall apply if, despite the terms of these Service Terms and the Account Documentation as
applicable to the services provided under these Service Terms,the proper law of these Service Terms is the law in force in an Australian
jurisdiction:
The Limitation of Liability and Warranty provisions of these Service Terms and the Account Documentation as applicable to the services
provided under these Service Terms are subject to the following and only apply to the extent permitted by law:
Notwithstanding anything in these Service Terms and the Account Documentation as applicable to the services provided under these
Service Terms, a customer may have the benefit of certain rights and remedies pursuant to the Trade Practices Act (Cth) and similar
state laws in Australia in respect of which liability may not be excluded. If so,then to the the maximum extent permitted by law, such
liability is limited,at the Bank's option to(a)re-supply of the Service;or(b)the cost of re-supply of the Service.
B. Cambodia See further Paragraphs L and M herein.
C. Peoples Republic of China--See further Paragraphs L and M herein.
The Customer agrees that: (i)the Bank shall be liable only for direct damages which are the result of its failure to exercise ordinary care
or its willful misconduct; and to the maximum extent permitted by law, (ii)the Bank shall not be liable for incidental, indirect, special, or
consequential damages, regardless of the form of action and even if the Bank has been advised of the possibility of such damages.
Nothing in these general terms shall limit any party's liability for death or personal injury caused by negligence of that party or its
employees or for fraud.
Notwithstanding any other provision to the contrary,where an overdraft condition may exist,to the extent permitted by law(including the
law where the Customer is incorporated),the Bank may debit the Customer Account even though the debit may bring about or increase
an overdraft. If any debit to the Customer Account brings about or increases an overdraft, such overdraft shall be immediately due and
payable,to the extent permitted by law(including the law where the Customer is incorporated),without further notice or demand.
The Customer represents that prior to submitting any document which designates the persons authorized to act on the Customer's
behalf, including, but not limited to a security administrator designation form, Customer shall obtain from each individual referred to in
such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service.
Laws, Rules, Regulations and Practices: The Customer agrees to abide by and comply with all laws, rules and regulations(whether or
not having the force of law including without limitation rules from time to time made by the People's Bank of China and all determinations
made thereunder) from time to time applying or relating to any or all of the Accounts and/or deposits the Customer may place with or
through the Bank. The Bank has the right,without prior notice to the Customer(or upon notice if a prior notice is required by law), to do
such acts, deeds and things and adopt such practices as the Bank may in its absolute discretion consider necessary or appropriate to
ensure due compliance with or implementation of any or all of such laws, rules and regulations, notwithstanding any contrary provisions
of the Account Terms and the Account Application forms. The Customer further agrees to abide by and comply with such practices(s)as
the Bank may from time to time in its absolute discretion adopt in connection with such compliance or implementation.
D. Hong Kong—See further Paragraph L herein.
Nothing in these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its
employees or for fraud. Any contractual limitation of liability shall be modified so that such provision shall be applicable to the services
provided hereunder to the maximum extent permitted by law.
Page 2 of 5
The Customer represents that prior to submitting any document which designates the persons authorized to act on the Customer's
behalf, including, but not limited to a security administrator designation form, Customer shall obtain from each individual referred to in
such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service.
E, India—See further Paragraphs L and M herein.
F. Indonesia—See further Paragraphs L and N herein.
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.
To the maximum extent permitted by law, the Bank may, at its sole discretion, make recordings and retain such recordings of telephone
conversations and data transmissions between the Customer and the Bank.
G. Malaysia--See further Paragraph L herein.
Any references in the Service Terms to the term"Bank,"shall mean J.P. Morgan Chase Bank Berhad in relation to Service provided in
Malaysia.
H. Philippines—See further Paragraph L herein.
Subject to giving reasonable notice in writing the Bank,may amend the Account Documentation. The Customer will be deemed to have
agreed to any such amendment, if the Customer fails to object thereto within five(5)days from receipt of such notice.
1. Singapore—See further Paragraph L herein.
Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall
limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. For the avoidance of
doubt, to the maximum extent permitted by law, the Customer hereby expressly agrees that nothing done or omitted to be done by the
Bank pursuant to this agreement shall amount to a breach of the Bank's obligations under the bank secrecy laws of any jurisdiction.
The provisions in Paragraph L, as applicable to Singapore, shall be without prejudice and in addition to any other right of the Bank to
disclose any information on the Customer under any applicable law.
J. Republic of China(Taiwan)—See further Paragraphs L and N herein.
The Customer hereby acknowledges that the Account Documentation and other related documents have been delivered to the Customer
for review for a period of at least five (5)days before the execution.The Customer executes and delivers the Account Application after
fully understanding the content of the above documents and hereby agrees to comply with the terms and conditions contained therein.
K. Thailand--See further Paragraphs L and M herein.
Nothing in of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms
shall limit any party's liability for gross negligence of that party or its employees or for fraud.
L. The following provisions are applicable to Customers (or, where applicable,Authorized Users) located in the following jurisdictions:
Australia,Cambodia,Peoples Republic of China, Hong Kong, India, Indonesia, Japan, Korea,Malaysia, Pakistan, Philippines,Singapore,
Sri Lanka, Republic of China,Thailand and Vietnam.
The Customer hereby consents to the disclosure of any information relating to the Customer to (i) any bank examiner(s), the Bank's
head-office and other branch offices, its affiliates and associates, assignees or prospective assignees, (ii)the Bank's auditors, counsel
and other professional advisers and (iii)any other Bank's sub-contractors or agents, in each case whether in India or elsewhere,as the
Bank may,in good faith,consider necessary or desirable including,without limitation:
(a) for the collation,synthesis, processing and management of data and the storing of data relating to any Accounts held or transactions
undertaken by the Customer;
(b) the reporting of transaction details and other customer related information for global risk management, MIS and regulatory reporting
and monitoring;
(c) the monitoring of the Bank's global credit exposure to its clients and others;
(d) for effecting any instruction by the Customer or any transaction for the benefit of the Customer, or effecting any disclosure which
may be required of the Bank by any such party;
(e) enhanced operational,technology,finance and other support function efficiencies,or
(f) as may be required by law, regulations or legal process,provided that the Bank shall take such measures as it considers reasonable
to preserve the confidentiality of such information or documents. The Bank shall at all times maintain in confidence all confidential
information and documents relating to the Customer which are in the Bank's possession subject to the Bank's right to disclose such
information and documents.
M, The following provisions are applicable to Customers(or,where applicable,Authorized Users) located in the following jurisdictions:
Cambodia, Peoples Republic of China,India and Thailand.
Any dispute arising out of or in connection with the services provided pursuant to these Service Terms, including any question regarding
its existence,validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by
reference in this clause. The International Arbitration Act(Cap 143A) shall apply. The tribunal shall consist of a single arbitrator to be
appointed by the Chairman of the Singapore international Arbitration Centre.The arbitral proceedings shall be conducted in the English
language and any award or awards shall be rendered in English. The award of the arbitrator shall be final and conclusive and binding
upon the parties,and the parties shall be entitled(but not obliged)to have judgment.
Page 3 of 5
The arbitrator shall in all instances be required to apply the substantive law of the State of Ohio, United States of America (without
reference to the conflict of laws rules thereof) and to enforce and apply the terms of these Service Terms and the Account
Documentation as applicable to the services provided under these Service Terms. Under no circumstances shall the arbitrator be
permitted to award: (i) punitive damages; or (ii)damages of any nature in excess of the amount claimed. In addition, all statutes of
limitation that would be applicable in any court proceeding involving the same subject matter shall apply in any arbitration proceeding
brought hereunder. Nothing in this clause shall be deemed to exclude the right of either party to apply for interim injunctive relief from the
State or Federal courts of the State of New York, United States of America, provided that any court proceedings shall be restricted to
such purposes only, unless the parties agree otherwise.
Notwithstanding the above,any disputes related solely to a Customer Account opened and maintained in a state or jurisdiction other than
New York shall be governed by the laws of that state or jurisdiction(without reference to the conflicts of law rules thereof).
N. The following provisions are applicable to Customers(or,where applicable,Authorized Users)located in the following jurisdictions:
Indonesia and Republic of China(Taiwan).
Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services
provided under these Service Terms,the Bank shall have the right to proceed against the Customer in any other competent court in any
other jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any
court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or
any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction
whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the
choice of venue of any legal action arising out of or relating to these Service Terms and the Account Documentation as applicable to the
services provided under these Service Terms. The Customer also agrees that a final judgment against it in any such legal action shall be
final and conclusive.
O. 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.
These Service Terms shall be governed by and construed in accordance with the laws of England. The courts of England shall have
exclusive jurisdiction to settle any disputes,which arise out of or are connected with these Service Terms.This clause is for the benefit of
the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country with Jurisdiction including,to the
extent allowed by law, concurrently in any number of countries.
The provisions of this clause apply to the PaySource Application only. If the Customer elects to use the"back value date"function in the
PaySource Application, the Bank its authorized to act upon all Instructions with a value date prior to the date of receipt of such
Instructions. If the Customer elects to use the "override value date" function in PaySource, the Bank is authorized to act upon all
Instructions received after the cut off time for executing such instructions for same day value and to change the value date for such
Instructions.
The provisions of this clause apply to the eServe Application only. Electronic notification of the occurrence of certain account-related
events may be sent to devices capable of receiving text messages sent by e-mail, such as alphanumeric pagers and cellular phones.
The Customer is responsible for setting up and maintaining the accuracy of the messaging components and conditions which will trigger
the transmission of the notification, including but not limited to the e-mail address the Customer designates to receive the information,
and the Bank will have no liability in connection therewith. Any modification of such messaging components and conditions will be
effective when the Bank has received the same and has had a reasonable opportunity to act upon it. The Bank shall not be liable for
delayed,unreceived or misdirected transmissions.
The Bank shall be liable in relation to the Service only for reasonably foreseeable loss or damage which the Customer suffers or incurs
arising from the Bank's gross negligence or willful misconduct and shall not be liable for any other loss or damage of any nature.For the
purposes of this clause"reasonably foreseeable loss or damage"is loss or damage of a kind, which the Bank should reasonably have
foreseen at the time these Service Terms were entered into as a serious possibility in the event of the breach in question occurring and
which arises in the ordinary course of things.
Notwithstanding the other provisions of these Service Terms or the License Addendum,the entire liability of the Bank with respect to the
breach of any terms or conditions of these Service Terms or the License Addendum relating to any Software is limited to an amount
equal to the aggregate of the license fees paid or payable to the Bank for the Software under these Terms multiplied by ten.
Except as expressly set forth in these Service Terms, all conditions, warranties and representations, express or implied by statute,
common law, or otherwise in relation to any Application are excluded, including, without limitation, any representation or warrantee of
performance,satisfactory quality,or fitness for a particular purpose or that the operation of any Application shall be uninterrupted or error
free.
Page 4 of 5
The direct and indirect subsidiaries of JPMorgan Chase&Co.that process personal data in the Europe,Middle East and Africa("EMEA")
region ("JPMorgan") may process information about the directors, officers and employees of the Customer and its affiliates and agents
which may constitute personal data (including sensitive personal data) under the EU Data Protection Directive (the "Directive") and
EMEA data protection laws ("Personal Data"). The Personal Data may be shared,for the purposes described below,within JPMorgan
and/or to service providers in any country in which JPMorgan and/or such service providers conduct business. This may include some
countries that do not provide the same statutory protection for Personal Data as applies under the Directive and EMEA data protection
laws.The Personal Data may be processed for purposes including: administering the relationship and related services; compliance with
any requirement of law or regulation; and the prevention of crimes and malpractice. The Personal Data may be disclosed by JPMorgan
and/or JPMorgan's service providers if permitted or compelled by applicable law, or in response to court orders, requests from regulators,
government or law enforcement agencies. Further details of the JPMorgan's processing activities, including the type of organisations to
which the Personal Data may disclosed, are available at http://www.jpmorgan.com as amended from time to time. Individuals about
whom JPMorgan processes Personal Data may request a copy of the Personal Data held in relation to them by JPMorgan. JPMorgan
may, if allowed by law, charge a fee for this. If any Personal Data is found to be wrong, the individual concerned has the right to ask
JPMorgan to amend,update or delete it,as appropriate.
JPMorgan may contact the Customer and its employees by mail, e-mail, SMS, telephone and any other electronic means to provide
information on products and services that JPMorgan believes will be of interest,unless JPMorgan receives an objection to receiving such
information. Anyone who does not wish to receive such communications from JPMorgan should contact their Relationship Manager.
To the extent permitted by applicable law, JPMorgan may record and monitor all electronic communications for the purposes of ensuring
compliance with JPMorgan's legal and regulatory obligations and internal policies.
Page 5 of 5
aye CP an JPMor h 9 �
Coin & Currency Service Terms I JPMORGAN CHASE BANK, N.A.
V1.0-1205
1. 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 terms (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.
CASH ORDERS
1. Cash Orders.
The Customer may issue written instructions for the Bank to deliver coin and currency 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 Bank only during such time as set forth in the guidelines. 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 our branch locations by issuing a check to debit the Customer's account at
Bank or as a "cash for cash"exchange. If there are insufficient funds in the designated account, 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.
Bank and the Customer may agree to the amount of Cash that may be delivered pursuant to a Cash Order("Cash Limit").
3. Cancellations and Amendments.
A Cash Order may be cancelled by the Customer orally, telephonically, electronically or in writing by a person the Bank reasonably
believes to be authorized to act for the Customer and only if the cancellation is received within a reasonable time before the Cash its
delivered to the Courier("Cancellation"). A Cash Order may only be amended orally or telephonically and 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.
4. Notice of Rejection.
If the Bank rejects a Cash Order request,it will promptly notify the Customer of the reason.
5. Notice of Execution.
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 Bank in writing that a Cash Order was unauthorized or otherwise unenforceable
against the Customer, Bank shall not be liable for executing the Cash Order as notified,including any loss of interest.
6. Security Procedure.
Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the
Customer and Bank, based upon codes assigned by Bank to the Customer which identify the Customer and the location (collectively,
"Codes"). The Customer agrees that: (a) use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as
being that of the Customer("Security Procedure"); and(b)the Customer is bound by any Cash Order,the authenticity of which is verified
as being that of the Customer by Bank using the Security Procedure; and any Cancellation. The Customer and Bank will maintain
reasonable security and control of the Codes. 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 Bank,except as set forth in these Service Terms or in a
writing signed by Customer and 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
Bank.
CASH DEPOSITS
1. Courier Service.
Customer may deliver and pick up shipments of cash or checks to or from Bank by using the services of a courier that has been
authorized by the Bank,who will act solely as 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. 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 Customer.
2. Deposit Presentment and Processing.
With regard to deposits delivered to one of the Bank's vault areas, 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 Customer provides proof satisfactory to Bank of Customer's authority to redeem food stamps. Bank will open the
bags and process the deposits.
Page 1 of 2
a) Delivery to Vault.If Bank agrees to accept Customer deposits at a vault location, 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 you notify the Bank by telephone or by electronic means.
b) Delivery to Branch for Delayed Processing. If Bank agrees to accept your deposits at a branch location, Bank will not verify the
amount of the deposits at the time of receipt,but will provide 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.
c) Delivery to Unattended Facility. If Bank agrees to allow you to use one of our unattended facilities(including but not limited to a
night depository or commercial ATM), Bank may provide Customer with an access device(such as a key or card that may require a
Personal Identification Number("PIN"). Customer must return all access devices to Bank upon our request. We 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 Customer or
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.
3. Discrepancies.
All deposits are subject to verification. if there are differences between the amount credited by Bank and the amount shown on the
deposit slips prepared by Customer or the receipt provided to Customer or its agent upon initial presentment, the count will be re-
counted.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 Customer, and the Bank may correct any credit made to Customer's account. The Bank will notify your representative designated in
the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines.
4. Relationship upon Delivery of Bags.
Until the Bank re-counts the contents of the bags and enters a final credit to the Customer's account,the Bank is not responsible for any
property included in a bag other than cash,coin,checks and food stamps or the value of any such authorized contents based upon any
deposit ticket included with the bags.
5. Liability at Unattended facility.
Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; Bank is not
responsible if a facility fails to operate properly in any way, including failing to open,close,lock or unlock. It is Customer's responsibility to
verify that its bags have dropped down completely into the facility and Customer agrees that it will not leave any bags in any facility that
does not appear to be operating properly. Bank will not be liable to Customer if any unattended facility, tele-entry or online system is
closed or otherwise unavailable for use at any time.
Page 2 of 2
JPMorganChase ..��"�
Controlled Disbursements/Zero Balance Service Terms JPMORGAN CHASE BAND, N.A.
Vl.1_0406_(oso5)
I. Service
JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the "Customer") with controlled disbursement services or zero balance
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 or by using or continuing to use the Service,the Customer agrees to these Service Terms.
2. Controlled Disbursement Account/Zero Balance Account.
Each Controlled Disbursing Account or Zero Balance Account (as described below), except as set forth herein, shall be opened and
maintained in accordance with the Bank's Account Documentation.
3. Payment of Items.
Bank, on each banking day,will advise Customer of the total amount of Items drawn against the Controlled Disbursing 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 checks or drafts ("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 Disbursing Account or the
Zero Balance Account in accordance with these Service Terms and the Implementation Form.
4. over-the-Counter Presentment; Direct Send.
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/Zero Balance Account.
Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursing Account or Zero Balance
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 against the Controlled Disbursing Account,and
to promptly transfer such amount to the Controlled Disbursing Account even though such a debit may bring about or increase an
overdraft. All funds transfers from the Funding Account to the Controlled Disbursing Account or Zero Balance Account shall be in
immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items presented against
the Controlled Disbursing Account or Zero Balance Account and all funds transfers, and the Bank shall have no obligation to transfer
funds or process Items for payment 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 Disbursing Account or Zero Balance Account. The
Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account or Zero Balance
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 Disbursing Account and/or Funding Account.
7. Zero Balance Accounts.
Customer recognizes that zero balance accounts may be held at different locations of the Bank and Customer authorizes the Bank to
initiate transfers by whatever means the Bank chooses in order to provide the Service. Customer acknowledges that the Service may not
be available between all locations of the Bank. The Bank will advise the Customer of any limitations.
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 and/or may convert any Controlled Disbursement Account or Zero Balance Account to a stand--alone
demand deposit account without prior notice to the Customer.
Page 1 of 1
r
JPMo anChase dF
Ohl
End of Day
Netted Investment Sweep Service Terms I JPMORGAN CHASE BANK,N.A.
V1.0_12_'19_07
1. Service. JPMorgan Chase Bank, N.A. (the "Bank") will provide the customer (the "Customer") with the selected automatic
investment sweep service, (each a"Service") by which the Bank: (i)will notionally net certain U.S.dollar demand deposit accounts
in the U.S. of the Customer; (ii)will arrange for the automatic investment of Customer funds; (iii)will arrange for the return of the
invested funds;and(iv)will credit the Customer's account with interest on the invested funds;all as more fully described below. The
provisions of the Bank's account documentation, including account terms and conditions governing the operation of business
accounts and services ("Account Documentation"), are incorporated into these Service Terms by reference. By signing the
applicable Account Documentation, by signing these Service Terms, or by using or continuing to use the Service, the Customer
agrees to these Service Terms.
2. Accounts; Investments.
(a) The Customer hereby authorizes the Bank to establish and/or maintain in the Customer's name,the following accounts:
(i) the demand deposit account(the"Operating DDA")identified on Schedule A,attached hereto;
(ii) the demand deposit investment account(the"Investment Account")from which funds to be invested will be
debited;and
(iii) the investment sub-account in the Bank's sub-account system (the"Sub-Account") identified on Schedule
A.
(b) The Bank will maintain one of the following overnight, interest-bearing, investment vehicles (each an "Investment
Vehicle"),for the Customer investment,as selected by the Customer,and specified on Schedule A:
(i) a U.S.dollar deposit on the books of the Bank's Nassau Branch("Nassau Investment Vehicle");
(ii) a U.S.dollar deposit on the books of the Bank's London Branch("London Investment Vehicle");
(iii) a U.S.dollar deposit on the books of the Bank's International Banking Facility("IBF Investment Vehicle");
(iv) A U.S. dollar investment arrangement to facilitate the purchase and sale of depositing funds, also known
as"Fed Funds"("Fed Funds Investment Vehicle").
3.Sweep Operations; Investments.
(a) Schedule A establishes parameters for the sweep of funds under the Service ("Sweep Parameters"), by setting forth the
following Customer-specific information: a"Target Balance";(ii)a"Minimum Investment";(iii)a"Sweep Increment";and
(iv) a "Tier 1 Ceiling". Sweep Parameters are subject to review and modification by the Bank, upon notice to the
Customer.
(b) The Bank, at the end of each banking business day(a "Business Day"), will automatically debit the Investment Account
and transfer to the Investment Vehicle an amount equal to the Minimum Investment and any Sweep Increments, above
the Target Balance, maintained in available balances in the Operating DDA (the "Investment"). The Bank, on the
succeeding Business Day,will arrange for the return of the Investment,and credit the Investment Account for the returned
amount at the opening of business. The Bank, at the end of each month, will credit the Operating DDA with interest for
the month just ended.
(c) Invested funds, up to the Tier 1 Ceiling, will earn interest in accordance with the earnings rate information ("Tier 1
Earnings Rate") provided by the Bank to the Customer from time to time. Additional invested funds above the Tier 1
Ceiling will earn interest in accordance with the earnings rate information for such funds("Tier 2 Earnings Rate")provided
by the Bank to the Customer from time to time.
4. Acknowledgments. (a) The Customer acknowledges: (i)that the Operating DDA and the Investment Account (collectively,
"DDA Accounts") are not restricted in any way, are owned and held by the Customer in the same right and capacity, and that the
Bank is authorized to treat the DDA Accounts as if they are a single account; (ii)that the Bank and the Customer understand that
payments or transfers from one such DDA Account will be honored so long as there is a net credit balance in the DDA Accounts
taken as a whole; (iii)that the multiple DDA Account arrangement is established for the convenience of the Customer; (iv)that there
is no legal impediment to the commingling of funds in the DDA Accounts; and(v)that the execution and delivery of this Agreement
is valid, binding and duly authorized.
(b) The Customer also acknowledges that,notwithstanding anything to the contrary herein,if the Bank becomes aware of any
legal or regulatory action,which, in the Bank's sole opinion, inhibits the operation of the Service, the Bank may suspend
the Service until the Bank's concerns are resolved to its satisfaction.
(c) The Customer further acknowledges that it has made an independent assessment of the suitability of the Service for its
own purposes and understands that it is advised to consult its own financial,legal and other advisors therefor.
365343:v2 EOD Net Inv Sweep 12/2007 Pagel of 4
�JPMo r anChase P d
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5.Set Off.
(a)The Customer agrees that the Bank,as required by Federal Reserve Regulation D,shall have the unrestricted right,at any time,
without notice,to set off,in whole or in part,any funds in either the Operating DDA or the Investment Account, against any overdraft
in the other DDA Account.
(b)Whether or not documented, upon the incurrence of any charge or debit to the Investment Account,the amount of such charge or
debit is set off and applied to the Operating DDA,thereby causing an automatic netting.
fi. Investment Statement. The Bank, on a periodic basis, in addition to an account statement related to the Operating DDA, will
provide to the Customer a statement ("Investment Statement") detailing the Investment, Investment transactions and Investment
earnings.
7. Taxes, 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 must satisfy itself as to any tax impact of the Service before agreeing to
the terms herein. The Customer is responsible for any income, withholding or other taxes imposed by any jurisdiction and will
indemnify and otherwise hold the Bank harmless for: (i)any such taxes including any withholding tax imposed by any jurisdiction on
overdraft interest charged to any demand deposit account,and any interest, penalties or additions to tax for failure to properly remit
such tax; and (ii)the Bank's payment of any taxes, interest, penalties and/or additions to tax otherwise due from, or paid on behalf
of,the Customer. The Customer is responsible for effecting the actual payment to appropriate taxing authorities of any withholding
tax due on overdraft charges. The Customer will provide the Bank copies,or where required, originals,of such proofs of residence,
ownership of assets, taxpayer status, or other documentation, declarations, certifications or information (collectively, "Information")
as the Bank may require, and represents and warrants that such Information, as of the date of its provision to the Bank,will be and,
except as may be otherwise notified in writing by the Customer to the Bank from time to time,will remain,true and correct in every
respect, not misleading or inaccurate in any way,and contains all material information.Any and all overdraft charges will be free and
clear of, and without any deduction or withholding for, any applicable withholding tax. 'rhe overdraft charge legally due to the Bank
shall be equal to the ratio of(i)the overdraft charge as provided to the Customer by the Bank on the Customer's statement,to(ii) 1
reduced by the applicable withholding tax rate:
(Stated Overdraft Charge)/(1 -Tax Rate).
8. Service Fees. The Customer shall compensate the Bank for the service, in accordance with the Bank's fee schedules from time
to time in effect. Payment of such fees shall be effected by a mutually agreed method.
9. Notices. All notices to the Bank shall be sent to: JPMo rgan Chase Bank, N. A., c/o JPMorgan Treasury Technologies
Corporation,TLIP Operations, 10420 Highland Manor Drive—2 Floor,Tampa, FL 33610. All notices to the Customer shall be sent
to the Customer's last known address on the Bank's books and records.
10.Offshore Investment Vehicles. If the Customer has selected the Nassau Investment Vehicle or the London Investment
Vehicle as an investment,the provisions of Section 10 shall apply in addition to the provisions of Sections 1 through 9.
(a) The Bank, with respect to the Nassau Investment Vehicle, and the London Investment Vehicle (collectively, "Off Shore
Investment Vehicles"), will maintain an interest-bearing deposit account at its Nassau Branch or London Branch, as
applicable, in the name of the Bank for the benefit of the designated customers("Master Account"). The Bank, on behalf
of the Nassau Branch or London Branch, as applicable,will maintain the records of the Customer's investment in its sub-
account system (the "Sub-Account System"). The Sub-Account will: (i) identify the Customer's separate, individually
identifiable investment; (ii) contain the Customer's transaction history with respect to the investment; and (iii) mirror in
account name and other relevant information the Customer name and information from the Operating DDA.
(b) The Master Accounts,for the Nassau Investment Vehicle and the London Investment Vehicle,are maintained at branches
of the Bank located outside of the United States.
(c) The Customer understands that the minimum investment for investments in the Nassau Investment Vehicle or the London
Investment Vehicle is$100,000 for United States residents or entities.
(d) Deposits held in a branch of the Bank, located outside the United States are payable exclusively at the branch at which
the account is held, and are not payable in the United States. Such deposits: (i) are not insured by the Federal Deposit
Insurance Corporation or any other governmental entity; (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.
365343:v2 EOD Net Inv Sweep 1212007 Page 2 of
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JPMor anChase
J
11. IBF Investment Vehicle. If the Customer has selected the IBF Investment Vehicle as an investment,the provisions of Section
11 shall apply in addition to the provisions of Sections 1 through 9.
(a) The Bank,with respect to the IBF Investment Vehicle will maintain an interest-bearing deposit account at its International
Banking Facility ("IBF") in the name of the Bank for the benefit of the designated customers ("Master Account"). The
Bank, on behalf of its IBF will maintain the records of the Customer's investment in its sub-account system (the "Sub-
Account System"). The Sub-Account System will: (i)identify the Customer's separate,individually identifiable investment;
(ii) contain the Customer's transaction history with respect to the investment; and (iii) mirror in account name and other
relevant information the Customer name and information from the Operating DDA.
(b) The Master Account for the IBF Investment Vehicle is maintained at the IBF of the Bank.
(c) Investments in the IBF Investment Facility are only available to qualified institutions, pursuant to Section 204.8(a)(2)(i)of
Federal Reserve Regulation D.
(d) Deposits held in the IBF are not guaranteed by the Bank or any of its affiliates. Such deposits: (i)are not insured by the
Federal Deposit Insurance Corporation or any other governmental entity;and (ii)have a lesser preference as compared to
deposits held in the United States in the event of a liquidation of the Bank.
12. Fed Funds Investment Vehicle. If the Customer has selected the Fed Funds Investment Vehicle as an investment, the
provisions of Section 12 shall apply in addition to the provisions of Sections 1 through 9.
(a) The Bank, with respect to the Fed Funds Investment Vehicle will maintain the records of the Customer's investment
in the Bank's sub-account system (the "Sub-Account System"). The Sub-Account System will: (i) identify the
Customer's separate, individually identifiable Investment; (ii)contain the Customer's transaction history with respect
to the Investment; and (iii) mirror in account name and other relevant information the Customer name and
information from the Operating DDA.
(b) Investments in the Fed Funds Investment Vehicle are only available to qualified depository banks pursuant to
Federal Reserve Regulation D.
(c) Fed Funds Investments: (i) are not bank deposits; and (ii) are not insured by the Federal Deposit Insurance
Corporation or any other governmental entity.
[CUSTOMER]
By: By:
Signature Signature
Print Print
Name: Name:
Title: Title:
Date: Date:
365343:v2 EOD Net Inv Sweep 1212007 Page 3 of 4
4 h,
JPMorganChase
I'm
End of Day Netted Investment Sweep
Schedule A
Date
Customer Name("Customer"):
Operating DDA Name:
Operating DDA No.
Taxpayer ID No.:
Sub Account No.: (This is the same number as the operating DDA No.)
Investment Vehicle: (Check Desired Investment Vehicle)
❑ Nassau Investment Vehicle
❑ London Investment Vehicle
❑ I BF Investment Vehicle
❑Fed Funds Investment Vehicle
Sweep Parameters: (Insert Applicable Amounts)
Target Balance
Minimum Investment
Sweep Increment
Tier 1 Ceiling
This Schedule A supersedes any previous Schedule A with respect to the information contained herein.
Page 4 of 4
ase CP JPMar an h g C
FTPIHTTPS Transmission Service Terms I JPMORGAN CHASE BANK. N_A. V'1.1 03 05 07
1. Service.
JPMorgan Chase Bank, N.A. (the "Bank") will provide you (the "Customer") with a service (the "FTPIHTTPS Transmission Service")
which will enable the Customer to transmit Entry Data Instructions to the Bank,and retrieve information and reports related to the Entries
and Checks originated in the name of the Customer, by means of a file transfer protocol or hypertext transfer protocol secure
(collectively, "FTPIHTTPS Protocol") using the Internet's TCP/IP protocol or using a private network. 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 terms, including ACH Origination Service Terms or other agreement for the provision of ACH services (collectively, "Account
Documentation"), are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using
or continuing to use the FTPIHTTPS Transmission Service, the Customer agrees to these Service Terms. Capitalized terms used in
these Service Terms, unless otherwise defined herein, shall have the meanings set forth in the ACH Origination Service Terms or other
agreement for the provision of ACH origination services.
2. FTPIHTTPS Server.
The Bank will maintain an FTPIHTTPS server and will create a drop box directory(the"Directory")on such server for the Customer. For
Entries,Entry Data and other data to be sent to the Bank, the Customer will be responsible for pushing the data files to the Directory. For
data outbound from the Bank to the Customer,the Customer will be responsible for pulling data files from the Directory. The Customer is
also responsible for initiating the FTPIHTTPS session to push and pull data files.
3. Access Codes; Encryption.
The Customer agrees to be bound by and adhere to the security procedures set forth in this Section 3(the"Security Procedures"),which
the Bank may revise from time to time upon notice to the Customer:
(a) The FTPIHTTPS session may be initiated by entering a user ID and password (collectively, "Access Code")to be assigned by the
Bank.The Bank will deliver an Access Code to an individual whom an authorized officer of the Customer has certified on a Security
Administrator Form as being authorized to use the FTPIHTTPS Protocol (such individual hereafter called the"FTPIHTTPS Security
Administrator"). The Bank shall only assign and deliver an Access Code to the Security Administrator(s)listed on the FTPIHTTPS
Security Administrator Form.
(b) The Customer shall notify the Bank of any change to the FTPIHTTPS Security Administrator, including changes to contact
information and a request to cancel an Access Code, by submitting a new Security Administrator Designation Form. Any such
changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it.
(c) All data files transmitted to or retrieved from the Directory through the Internet must be encrypted using an encryption method
mutually agreed upon by the parties. In addition, the Customer may elect to use digital signatures for authentication of the parties.
If the Customer selects the PGP method of encryption,the Customer agrees that(i)the Bank shall have no responsibility or liability
in the event that an unencrypted data file is sent through the Internet in the Customer's name, it being understood that the PGP
method requires the Customer to proactively encrypt the file using PGP software and public/private keys exchanged with the Bank
or the Bank's agent,and(ii)the Customer assumes all risks related to the submission of Access Codes in the clear(unencrypted), it
being understood that in the PGP option,Access Codes are not encrypted as they are being used.
(d) The Customer agrees to safeguard all Access Codes and private keys used with the Service and to instruct each FTPIHTTPS
Security Administrator of the same. Any unauthorized use of an Access Code or private key (other than unauthorized use by a
Bank employee)shall be solely the responsibility of the Customer. The Customer agrees to immediately notify the Bank of loss or
theft of an Access Code or private key,any unauthorized use thereof or any other breach of security.
4. Use Restrictions.
The Customer shall not attempt to attain, access, or distribute files,data, or information other than those relating solely to the Customer.
The Customer shall indemnify and hold the Bank harmless from and against any and all actions, claims, demands, loss, liability or
expenses whatsoever, including attorney's fees and costs, resulting directly or indirectly from any such unauthorized access or
distribution. This indemnity shall survive the termination of this Service Guide.
5. No Warranty.
The Bank makes no representation or warranty, express or implied, as to the FTPIHTTPS Protocol, including without limitation, any
implied warranty of merchantability or fitness for a particular purpose.
Page 1 of 1
365452A v 1
JPMorganChase CP
Image Deposit Direct
Service Terms (IDD)I JPMORGAN CHASE BANK, N.A. V1.9 01_03_08
1 IDD Service.
The Image Deposit Direct,or IDD,service allows Customer to make certain deposits electronically by using a capture device to create an electronic image of
a paper check and transmit it and related data to Bank.As part of the service Customer must use software and hardware provided by or acceptable to Bank.
Customer is solely responsible for information or data that is transmitted,supplied or key-entered by Customer,Customer's employees or agents.
2.Item Processing.
If the electronic files and/or images transmitted to Bank with respect to an Item(which shall include any source document for purposes of these Service
Terms)do not comply with Bank's or its processors'requirements for content and/or format,Bank may,in its sole discretion:
• further transmit the Item and data in the form received from Customer;
repair or attempt to repair the Item or data and then further transmit them;
• process the Item as photocopies in lieu of originals;or
return the data and Item to Customer unprocessed and charge back Customer's account.
3. Payments.
If the Customer chose the ACH option with the IDD Service,Bank or its subcontractors will convert eligible Items to ARC or POP entries. All other Items will
be processed electronically or with a paper reproduction of the original Item(substitute check or otherwise).
4.Warranties.
4.1 Customer represents and warrants to Bank that:
• any image Bank receives accurately and legibly represents all of the information on the front and back of the original check as of the time the it 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 conforms to the technical standards for an Electronic Item set forth in Regulation J,or a Federal Reserve Bank operating circulars and for a
substitute check set forth in Regulation CC;
• 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 and firewalls sufficient to protect transmissions and storage to ensure no
unauthorized access or duplicate presentment;and
• Customer will only transmit items that originated as paper checks.
• Customer will comply with all laws and regulations applicable to Customer in its use of the Service and not use the Service for any purpose prohibited by
foreign exchange regulations,postal regulations or any other treaty,statute,regulation or authority.
42 If the Customer is a financial institution or is otherwise depositing Items on behalf of third parties,the Customer also represents and warrants to Bank
that:
In connection with each Item deposited through the IDD Services,the owner of the Item has authorized the electronic transmittal of the Item;if the
Customer is scanning Items from a location outside of the U.S.,such authorization covers the cross-border transmittal of the Item;and
• 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.
5.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.
fi.Limitation of Liability.
In no event will Bank's liability under these Service Terms for any damages of any kind exceed an amount equal to the fees Customer paid Bank for IDD
services during the twelve(12)months preceding the date on which Customer made the corresponding claim. If Customer makes a claim during the first
twelve(12)months of service,Bank's liability will be limited to the average monthly fee Customer paid during that time multiplied by 12.This limitation of
liability is in addition to that in the Account Documentation.
7.Indemnification.
Customer agrees to indemnify Bank 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 or the Account Documentation;
any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21 St Century Act,Federal
Reserve Board Regulations CC and J and all other laws,regulations and industry and clearing house rules applicable to Items.
These indemnities are in addition to those in the Account Documentation.
Page 1 of 2
371168:0
8.Cancellation or Termination of Service.
If Customer cancels Customer's order for the service before using the service,Customer will pay Bank for,or return,any hardware Customer received from
Bank or Bank's vendor
The provisions of sections 3,4,5,6,and 7 shall survive termination of these Service Terms.
9.Miscellaneous.
If Customer receives notice of any claim regarding the Services,Customer shall promptly provide Bank with a written notice of it.
10.Incorporation of Account Documentation
The provisions of the account documentation,including terms and conditions governing the operation of business accounts and services and the ACH
Origination Service Terms,are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms,unless otherwise defined
in the account documentation or these Service Terms,shall have the same meanings as set forth in the operating rules and guidelines of the National
Automated Clearing House Association in effect from time to time. By acknowledging or signing the applicable account documentation or by using or
continuing to use the IDD Services,Customer agrees to these Service Terms.
371168:v3
dF.
J PMor anChase g
Lockbox Service Terms I JPMORGAN CHASE BANK, N.A.
w1.2�01.�07_08
1. Service.
JPMorgan Chase Bank, N.A.,which may include its designated agents(the"Bank")will provide the Customer with services including the
assignment of a Post Office Box number, receiving mail from the Post Office, processing and crediting to your Account or processing for
collection checks and other items received for processing at one of the Bank's designated processing facilities(collectively"Items")and
providing the Customer with reports on the Items(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 as well as other service terms (("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,the Customer agrees to these Service Terms.
2. Lockbox.
The Bank will maintain the Post Office Box for the Customer's remittances in the name of the Customer, but the Bank will have
unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service.
8. Deposit; Endorsement.
The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks eligible for this
Service (the"Items") and credit the funds to the Customer Account or process for collection the Items received, except: i) Items which
the Customer has instructed the Bank in writing not to process; ii) Items which the Bank believes should receive the Customer's special
attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit
or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other
matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent
processing of Items excepted from processing. Bank will process credit card payments as point of sale transactions, obtaining
authorization as required by applicable card rules; provide, however, Bank will not place phone calls for authorization of referrals or
process credit transactions. Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any
chargeback The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable
Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by Bank to
exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank.
4. Differing Amounts.
If the amount of an Item written in words and figures differ, and the Item is accompanied by an invoice or statement and the amount on
the statement matches the amount written in figures,the Item will be processed for the amount written in figures. In the event the Bank
processes the Item for the amount written in figures,the Customer indemnifies the Bank for any claim which may arise from that action.
5. Foreign Items.
Unless the Bank has agreed otherwise, the Bank will process for collection any foreign Items received, in accordance with the Bank's
usual collection procedures for such Items. Canadian Dollar checks drawn on banks in Canada will be deposited to the Account unless
otherwise agreed to by Bank and the Bank will subsequently make any adjustments to the Account for the currency difference and the
currency exchange rate fee. The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's
collection policies as amended from time to time, less all fees and charges. The Customer bears all risk of any fluctuation in currency
exchange rates.
6. Returned Items; Re-presentment.
If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account,the
Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the
Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. if, however, the Bank has been
instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other
than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to
debit the Customer Account should any such Items remain unpaid after the re-presentment.
7. Standard Reports.
The Bank will provide the Customer with a record of all Items deposited/credited to the Customer Account or processed for collection and
other related documents in accordance with the option selected by the Customer.
8. Image Option.
If the Customer elects and this image option is available at the designated the Bank processing location,the Bank will provide images of
the Items ("Imaged Items") received together with images of related documents ("Imaged Documents"), through the media ("Delivery
Media") and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material,
including user guides,Software Licenses and other terms in connection with the selection of this option.
g. Original Documents; Image Storage.
The Bank will send to the Customer all original documents (but not original Items). -rhe Bank will store Imaged Items for a period of
seven (7) years from the date of the applicable transaction. If the Customer elects storage of Imaged Documents, the Bank will store
Imaged Documents for a period of seven(7)years from the date of the applicable transaction.
Page 1 of 2
1 0. Security.
The Bank has specified security procedures("Security Procedures")for receiving and accessing Imaged Items, Imaged Documents and
lockbox transaction data. The Customer will comply with the Security Procedures, as the same may be revised from time to time by the
Bank, in order to receive Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images
or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the
Security Procedures. The Customer acknowledges that once a CD-ROM is received by it, or it has received or accessed images by any
Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged
Documents and lockbox transaction data.
11. Accuracy; Legibility.
The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided
to the Customer for the applicable time period. If the data entry file contains errors,those errors will also occur on the Delivery Media.
The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected
Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it
reserves the right to review and approve sample remittance items for legibility prior to providing this Service. The Customer is
responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear.
12. Operating Subsidary Accounts.
Items that are processed by an operating subsidiary of Bank("Processing Corporation")will be deposited into a demand deposit account
owned and operated by the Processing Corporation at a correspondent bank selected by the Processing Corporation (each a
"Processing Corporation Account"). The available proceeds of the Items will be transferred each banking day through a clearing account
to the Customer's account at the Bank. Customer acknowledges that the proceeds of the Items will be co-mingled in each Processing
Corporation Account and Processing Corporation clearing account with the proceeds of items of other customers of the Processing
Corporation.
13. Disclosures
As between Customer and Customer's clients, if applicable,certain payments collected hereunder may be subject to various cut-off times
and payment deadlines(the"Disclosures"). Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of
any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same.
Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the
Disclosures and Customer's responsibilities under applicable laws and regulations. Customer further acknowledges and agrees that the
data processed by the Bank belongs to Customer or Customer's clients.
Page 2 of 2
JPMo an ase r h dp'`'C
Payee Verification
Service Terms I JPMaRGAN CHASE BANK, N.A.
V2.3 02 12 07
1. Service.
JPMorgan Chase Bank, N.A. (the"Bank")will provide you (the"Customer")with the service which will enable Customer to provide Bank
with Issuance Information on checks or drafts ("Items") drawn on or through Customer's account at Bank (the "Account")which will be
compared against Items presented for payment(the"Service"). The provisions of the Bank's account documentation, including account
terms and conditions governing the operation of business accounts and services or other service terms ("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, the Customer agrees to these Service Terms. Capitalized terms used in these Service Terms, unless otherwise defined
herein,shall have the same meanings as set forth in the Account Documentation.
2. Conditions Precedent.
Customer, as a condition precedent for receiving this Service in connection with the Account, must be receiving Bank's Positive Pay or
Reverse Positive Pay Services in connection with the same Account. Customer agrees to follow the Bank's check specification
guidelines and Payee Verification check printing guidelines, as provided to the Customer from time to time. Customer is required to use
the'auxiliary on us'field in the MICR line to avoid having its checks converted to ACH transactions.
3. Issuance Information.
Customer will provide Bank, by the banking day on which Customer issues Items, according to the Bank's file format requirements,the
following issuance information for each Item: i)Customer Account number, ii)Payee Name, iii) Issue Date, iv)Check number,and v)
Dollar Amount(collectively the"Issuance Information"). Bank will compare this Issuance Information with the Items presented to Bank for
payment against the Account. 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. If Customer fails to provide the Issuance Information in the file
format required by the Bank,the Bank will not be liable for not detecting any discrepancy between the Item and the Issuance Information
or for processing such Item.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 this Service(the"Threshold Amount"}.
4. Payee Verification Comparison.
With regard to Payee Name comparison,the Bank will compare the Payee Name provided in the Issuance Information to the payee lines
in the nameladdress block identified on the Item presented. Any special set-up requests or requirements will be limited to those
parameters specifically agreed to by the Customer and Bank.
5. Discrepancies.
If Items are presented to Bank for which it has not received Issuance Information or containing information different from the Issuance
Information sent to Bank, Bank will notify Customer by means of a mutually agreed delivery method,by the designated time of the
banking day following the banking day of check presentment. Bank will provide details of any such Items to Customer,including account
number and payee name. Customer shall advise Bank, by means of a mutually agreed upon delivery method by the designated time on
that same banking day,whether any such Item is authorized for payment("Presentment Decision"). The Bank is entitled to rely on any
instructions which it receives and which it reasonably believes to be genuine. In the event that Customer fails to timely inform Bank
about any Item for which Issuance Information is requested,as required above, Bank is authorized to return such Item unless otherwise
agreed to by the Bank.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.
6. Item Payment.
Bank is authorized to pay any Item drawn on the Customer Account, i) for which Bank receives Issuance Information, provided the
information on the Item presented matches the Issuance Information, or ii)which Item is otherwise properly payable pursuant to Section
4 of these Service Terms. Customer acknowledges that Bank's adherence to these procedures in these Service Terms, in lieu of
signature examination, will constitute the exercise of good faith and ordinary care by Bank in handling Items presented for payment
against the Account. If the Bank pays an Item other than as provided in i)and ii)above, neither party waives any rights it might have to
assert claims or defenses it might otherwise have outside of this Service with regard the Item.
7. item Report.
Bank shall provide Customer reports on Items paid or returned.
Page 1 of 1
dp
►J PMar 9 anChase
Positive Pay
Service Terms I JPMORGANI CHASE BANK, N.A.
V1.2081607
1 Service.
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer with a service, which will enable Customer to provide Issuance
Information for checks or drafts ("Items") drawn on or through the Customer's account at Bank (the "Account")which will be compared
against Items being presented for payment against the Account to enable the Customer to determine whether to pay Items which do not
match (the "Service"). 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 or by using or continuing to use the Service, the Customer
agrees to these Service Terms.
2. Conditions Precedent.
Customer, as a condition precedent for receiving this Service in connection with the Account, must be receiving Bank's Account
Reconciliation Service or Controlled Disbursement Service in connection with the same Account.
3. Issuance Information.
Customer will provide Bank, by the banking day on which the Customer issues Items, by means of a mutually agreed upon transmission
method,the following issuance information for each Item: i)Customer Account number; ii) Item serial number; iii)dollar amount and iv)
issue date("Issuance Information"). Bank will compare the Issuance Information with the Items presented to Bank,which appear to be
drawn on the Account.
4. Discrepancies.
If Items are presented to Bank for which it has not received Issuance Information or containing information different from the Issuance
Information for that Item, Bank will notify Customer by means of a mutually agreed upon transmission method, by the designated time of
the banking day following the banking day the Item is presented. Bank will provide details of any such Items to Customer including
account number, check number and dollar amount. Customer shall advise Bank by means of a mutually agreed upon transmission
method by the designated time on that same banking day whether any such Item is authorized for payment ("Presentment Decision").
Bank is entitled to rely on any instructions which it receives and which it reasonably believes to be genuine. In the event that Customer
fails to timely inform Bank about any Item for which Issuance Information is requested, as required above, Bank is authorized to return
such Item unless otherwise agreed to between the Customer and Bank.
5. Item Payment.
Bank is authorized to pay any Item drawn on the Customer Account: i) for which Bank receives Issuance Information, provided the
information on the Item presented matches the Issuance Information, or ii)which Item is otherwise properly payable pursuant to Section
4 of these Service Terms. Except as provide herein,the Customer authorizes the Bank to accept and pay Items presented for payment.
Bank is not obligated to maintain signature cards for the Account and whether or not Bank does maintain such signature cards; in no
event shall Bank be obligated to inspect any check for the presence or authenticity of any signature or whether or not the signature is
authorized. Customer acknowledges that Bank's adherence to these procedures in these Service Terms, in lieu of signature
examination, will constitute the exercise of good faith and ordinary care by Bank in handling Items presented for payment against the
Account.
6. Over-the-Counter Presentment.
If an Item is presented for encashment at one of the Bank's branch locations that does not have Positive Pay capabilities at the teller line,
Customer authorizes the Bank to pay such Item as long as the Bank follows its usual and customary over-the-counter encashment
procedures (as may be in effect from time to time). The Bank may charge a person who cashes an Item drawn on the Customer's
Account a fee if that person is not a customer of the Bank. The 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 over-the-counter, including the Bank's
refusal to cash any Item.
T Voided Items or Stop Payments.
Customer agrees to place a void on an Item in the Issuance Information only with respect to Items that are not in circulation. If the
Customer needs to stop pay an Item that is in circulation,the Customer must place a stop payment order for such Item.
8. Item Report.
Bank shall provide to Customer,as may be agreed to by the Bank, reports on the Items paid or returned.
Page 1 of 1
JPMo a nChase CP
Receiver Services (eLockbox)
Service Terms I JPMORGAN CHASE BANK, N.A.
V1.0_0605
1. Services.
JPMorgan Chase Bank, N.A. (the"Bank")will provide you (the"Customer")with a service (the"Electronic Payment Service")which will
enable the Customer to electronically receive(a)payments or remittances owed to the Customer by consumers or other third parties, (b)
home banking payments,and (c)payments made by a federal agency,department or instrumentality(collectively,"Electronic Payments")
and to receive detail information respecting the Electronic Payments. The provisions of the Bank's account documentation, including
account 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 this reference. By signing the applicable Account
Documentation or by using or continuing to use the Electronic Payment Service,the Customer agrees to these Service Terms.
2. Networks.
Certain Electronic Payments will be received through MasterCard Remote Payment and Presentment Service ("RPPS"), a division of
MasterCard International, Inc., Visa ePay, a division of Visa International ("ePay"), the National Automated Clearinghouse Association
("NACHA"), which oversees the Automated Clearinghouse ("ACH") payment system and other funds transfer delivery channels or
proprietary networks (collectively referred to as the"Networks"). The Networks provide electronic funds transfer delivery channels which
perform routing and settlement for previously captured and authorized Electronic Payments originated from participants' bill payment
systems to member financial institutions. Bank is a participating member financial institution of the Networks as a receiving institution.
3. Compliance with Rules.
With respect to Electronic Payments and data received through the ACH system, the Bank and the Customer will comply with and be
bound by the Operating Rules of NACHA and the applicable regional ACH (collectively, the "Rules") as in effect from time to time,
including without limitation, the provision thereof making payment of an ACH Credit Entry (as such term is defined in the Rules) by the
Bank to the Customer provisional until receipt by the Bank of final settlement for such ACH Credit Entry and the Customer acknowledges
that it has received notice of such rule and of the fact that if such settlement is not received,the Bank will be entitled to a refund from the
Customer of the amount credited. With respect to Electronic Payments and data received from other Networks, Customer acknowledges
that the Bank's services hereunder are subject to the rules and regulations of the Networks as amended from time to time and that
Customer and the Bank will be bound by such rules and regulations. With respect to Electronic Payments and data originated by a
Federal agency, department or instrumentality("Federal Agency"), (a)the Bank and the Customer will comply with all U.S.Treasury and
other governmental rules and regulations applicable to such Electronic Payments and(b)the Customer represents and warrants that the
Customer is authorized to receive the Electronic Payments from such Federal Agency.
4. Processing of Electronic Payments.
(a) The Customer will test with the Bank as the Bank deems necessary to enable the Customer, the Bank and the Networks to process
the Electronic Payments and transmit the Data(as defined in Section 5(a)).
(b) The Bank will credit to a demand deposit account maintained by the Customer at the Bank (the "Designated Account") each
Electronic Payment received by it as to which the accompanying data indicates that such Electronic Payment is to be credited to the
Designated Account. Except as otherwise provided in this Section,each such Electronic Payment will be credited to the Designated
Account on the later of the payment date/effective entry date specified in such data or the date on which such Electronic Payment
and the related Receiver Information are received by the Bank. If any payment is received by check, the Bank will forward such
check to the Customer for processing.
5. Transmission of Data.
(a) On each banking day,the Bank will deliver to the Customer by means of computer transmission,fax, secure e-mail or other agreed
upon method, a report(the "Daily Report") setting forth the data received in respect of the Customer and the Electronic Payments
from the Networks, Federal Agency or other originator ("Data"). The Data will be extracted by the Bank from the information
contained in the detail records supplied to the Bank by the Networks, Federal Agency or other originator and the Bank will have no
liability or responsibility for any inaccurate, incomplete or non-current Data which was obtained from such detail records.
(b) The Customer shall provide the Bank with all data necessary for the Networks, Federal Agency or other originator to process the
Electronic Payments. In addition, Customer shall provide the Bank with all specifications deemed necessary by the Bank for
transmission of Data to Customer,including without limitation,file format,account number ranges and settlement account number at
the Bank.
(c) The Customer must review all remittance information received from the Bank and must inform the Bank as soon as possible, and in
any event not later than 48 hours after receipt thereof, of any incorrect or questionable information identified therein. The Bank will
transmit information to the Networks, Federal Agency or other originator when Customer informs the Bank that it is unable to identify
remittance information as described in the preceding sentence.
6. Other Invoice Data From Bill Payment Concentrators.
The Bank agrees to receive, on behalf of the Customer, direct electronic sends of billing and invoice data from certain bill payment
concentrators (the "concentrators") of the Customer. The Bank's sole responsibility with respect to this concentrator billing and invoice
data is to transmit the data to the Customer. Customer acknowledges and agrees that the Bank will not submit these billing and invoice
items from the concentrators into the RPPS, the ACH, the Networks or any other settlement service for payment or settlement. In the
event that Customer seeks to correct any data relating to this invoice data or to initiate a refund to the concentrator or its end-users
relating to these invoices, Customer will need to independently contact the concentrator to handle such refund or correction. Bank will
not be responsible for assisting Customer with such refunds or corrections.
Page 1 of 1
JPMor anCha
� se CP
USD Funds Transfer Service Terms I JPMORCAN CHASE BANK, N.A.
V1.0-1205
1. Service.
JPMorgan Chase Bank, N.A. (the "Bank") will provide you the ("Customer") with U.S. dollar funds transfer services described herein
("Funds Transfer Services"). All Funds Transfer Services shall be provided to the Customer upon the Customer's completion of set-up or
implementation forms, as appropriate. 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 terms ("Account Documentation"), are incorporated into these
Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Funds Transfer
Services,the Customer agrees to these Service Terms.
2. Issuance of Payment Orders;Cut-Off Times,
The Customer may issue payment orders against its accounts with the Bank by SWIFT,electronically,tested telex,telephone,or by such
other method as the Customer and the Bank may agree upon in a Security Procedure Authorization (defined below). All payment orders
are subject to the Bank's acceptance. Payment orders and other instructions will be processed only on the Bank's U.S. dollar funds
transfer business days ("Banking Days") and within its established cut-off hours. Payment orders and other instructions received after
the Bank's established cut-off time may be processed by the Bank on the following Banking Day, although the Bank will use reasonable
efforts to process on the same day. 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 move such payment
order to the front of the Bank's processing queue.
3. Security Procedures.
All payment orders and communications requesting amendment of payment orders issued in the Customer's name are subject to
verification by the Bank in accordance with the security procedures agreed upon between the Customers and the Bank. Such security
procedures may be set forth in written agreements between the Customer and the Bank("Security Procedure Authorization").
4. Settlement of Funds Transfers;Authorized Account.
"rhe Security Procedure Authorization may designate one or more demand deposit accounts at the Bank or an affiliate bank approved by
the Bank, which will be used for funds transfer transactions initiated by the Customer. The Customer authorizes the Bank to debit such
account(s),or if no account is designated,any account maintained by the Customer at the Bank, in connection with such transactions.
6. Amendments and Cancellations; Debit Instructions.
The Customer authorizes the Bank to accept and act upon requests to: (a) amend or cancel funds transfers, (b) debit a Customer
account upon receiving authorization to do so,and/or(c)issue instructions on behalf of the Customer to other financial institutions for the
transfer of funds from the Customer's account(s)at such financial institution to the Customer's account(s)at the Bank.
Any request for funds transfer amendment or cancellation, and any debit instructions must be issued via one of the following methods:
(a)authenticated SWIFT message, (b)Internet or other electronic platform approved by the Bank for that purpose, (c)tested telex, or(d)
telephone or facsimile at the telephone number designated from time to time by the Bank.
6. Same Day Amendment and Cancellation Service.
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.
7. Advising Services.
The Customer may subscribe to Bank services for the delivery of account-related activity and information ("Advices"), to a party
designated by the Customer, including but not limited to information relating to credits and debits to a Customer account, and the return
or rejection of certain payments. Advices may be sent via SWIFT, or to devices capable of receiving text messages, such as
alphanumeric pagers and cellular phones, or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the
accuracy of the information that is required to deliver such Advices, including but not limited to the address and/or telephone number of
the recipient and,if applicable,the messaging components and conditions that will trigger the transmission of the Advices.
8. Reference Pattern Search Service.
The Customer may subscribe to a service to enable the Customer to instruct the Bank to repair information on incoming and outgoing
payment orders,and to perform additional services related to the beneficiary deduction services.
a_isD V�;rI 1 1 22,'i G1 Page 1 of 1
JPMo anChase dF
Document Archive& Retrieve
Check Returns Service Terms I JPMORGAN CHASE BANK, N.A.
V 1.1070607
1. Service. JPMorgan Chase Bank, N.A. (the"Bank")shall provide you(the"Customer")with the Document Archive and Retrieve for
Check Returns service(the"Service")which shall enable Customer to access stored check images. Check image data(hereinafter
"Check Image Data")may be produced from (a)checks drawn on the Bank by the Customer("Bank Checks"), or(b)checks drawn
on other financial institutions by third parties, deposited at the Bank by the Customer and returned to the Bank ("Returned
Deposits"). The Bank will load and store the Check Image Data and provide access thereto in accordance with this Agreement.
Instructions for Customer's use of the Service shall be set forth in a User Manual provided by the Bank to Customer and shall be
included as part of the Service Material furnished by the Bank to Customer hereunder. All Customer Archives will be logically
separate and Customer will have access only to its own Customer Archive.
The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business
accounts and services ("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,the Customer agrees to these Service Terms.
2. Service Material. The Bank shall provide Customer with technical requirements and specifications for software and hardware for
Customer to use in connection with the service(the"Service Material"). Customer shall follow the requirements and procedures set
forth in the Service Material,which the Bank may revise from time to time upon notice to Customer. The Bank will provide at least
thirty (30) days notice to Customer of any such revisions. The Bank makes no warranties and disclaims any and all liability to
Customer with respect to the performance of or capability of any third party software or hardware used by Customer in connection
with the Service.
3. Compliance with Laws and Regulations. The Bank represents and warrants to Customer that the Service, when used in
accordance with these Service Terms, is in full compliance with all United States laws and regulations relating to banking, data
protection and privacy.
4. Security Procedures. Customer agrees to abide by the Security Procedures provided by the Bank to Customer, and if applicable
for the iVault and other Services implemented for Customer.
5. Liabilitv Limitations.
a. In no event shall the Bank's liability to Customer arising out of or resulting from the Agreement or the Service exceed the
total of the prior six (6) months fees paid to the Bank, for the term of this Agreement. The Bank makes no other
warranties with respect to the Services supplied hereunder and disclaims any and all warranties with respect thereto, both
express and implied, including but not limited to any warranties of merchantability or fitness for a particular purpose.
b. To the maximum extent permitted by law, the Bank shall not be liable for any loss, destruction or mutilation of Customer
Check Image Data.
6. Storage Period. The Bank agrees to store Customer Check Image Data for a period of seven (7) years or such longer period as
the parties may otherwise agree in writing. In the event a Customer requests more long-term storage,the Bank reserves the right to
renew this Agreement at the Bank's then current rates.
7. Termination. In the event of termination by either party,the Customer will no longer have access to such Customer Check Image
Data.
8. Referrals. JPMorgan has a number of alliance affiliates through our strategic alliance program that refer business to us. When
these referrals occur,the affiliate making the referral might receive some financial benefit,such as a referral fee,as a result.
Page 1 of 1
ATTACHMENT A - Proposed Fees
CITY OF FORT WORTH 2008
Fees for all services to be provided under this contract must be provided on this form.if
he service is not listed it must be added in the appropriate category.
Annual Proposed Description/clarification,if needed
Account Services
Account Maintenance Per item 24 5.00
BA Maintenance-Master Account Per item 12 15.00
BA Maintenance-Sub Account Per item 157 10.00
DDA Credit Documents Returned Per item 49 0.00
Additional DDA Statement Per item 10 0.00
Statement Photocopy Per item 4 0.00
Checks/Debits Posted Per item 42,174 .07
Credits Posted Per item 23,189 .30
Sweep Investment-Maintenance Master Per item 1 100.00
Sweep Investment-Maintenance Subsidiaries Per item 12 10.00
Negative Collected Balance 50,664 0.00
Depository Services
Commercial Account Maintenance Per item 24 NIA Repeat of Account Maintenance Fee
Branch De post Immediate Verification Per item 115 0.00
Debits Posted Per item 965,711 .07
Branch Order Currency Strap Per item 730 .35
Branch Order Processed Per item 53 0.00
Branch Order Coin Roll Per item 5,317 .05
3 Branch Credits Posted Per item 46 .50
Items Retumed Per item 2,060 1.50
0 Return Items-Char eback Per item 1.00
C� Return Items-Reclears Per item 2 1.00
v
4 Retum Alternate Address Per item 6,149 1.00
Retum Rede osit Reclear Per item 897 1.00
Return Detail Reporting Per item 7,121 0.00
=-' Return Fax Copy Per item 1,549 2.00
Return Maker Name Per item 7,121 .25
Overdraft NSF Item Paid Per item 2 00.00
Adjustments/Refunds Per item 6 0.00
�n
127
JPMor anChase ��'
Annual Proposed I Description/clarification,if needed
On-Us Items Per item 188,911 .01
Clearin house Per item 304,757 .02
Local Cy Per item 78,351 .03
Local RCPC _ _ __ Per item 570,534 .02
IN Dist City Per item 22,792 .03
IN Dist RCPC Per item 25,664 .03
National FRB City Per item 241,337 .03
National FRB other Per item 85,865 .03
High Dollar Group Per item 843 .02
Encoding Per item 1,492,495 .01
MICR Reject Repair Per item 59 .25
Check De osit Corrections Per item 3 3.00
Check Safekeeping Per item 71,594 .01
Check Photocopy Retrieval Per item 6 5.00
Manual Deposit/Withdrawal Per item 6 .50
Online Deposit/Withdrawal Per item 1 0.00
De IWdr Bk Entry Nonstp Per item 6 0.00 Book transfer
RCK ACH Rede osit 4,162 1.25
Vault Services
Vault Deposit Per item or$,defi 3,022 0.00
Vault Deposit Dollars 28,219 0.00
Vault Deposit-Rolled Coin Per roll 686 0.00
Vault Deposit-Partial or Mixed Bag Per deposit 1,198 1.25
Vault De posit-Non Std Strap Notes Per note 692,900 .01
Vault Deposit-Std Strap Notes Per note 537,600 .02
Vault Deposit-Std Coin Bag Per bag 614 2.00
Vault Order Currency Std Strap Per stra .35
Vault Deposit-Adjustment Per item 112 5.00
Lockbox Services
CL
RLB Maintenance Per month 200.00
RLB Image Online Maintenance Per month 25.00
Multiples Per item 82,365 .2500
G
Retail Lockbox payment Per item .15
Correspondence Per item 3,385 .15
== Cash Processing Per item 48 0.00
--- File Transmission Per item 24 150.00
t_n
JPMor anChase 1 Ift
128
i
Annual Proposed Description/clarification,if needed
Branch Delivery Per item 18 65.00
Unprocessable Item Per item 9,650 .30
Courier Deposit Per item 37 0.00
RLB Postage Per item 410,117 .06
LB Maintenance Per month 0.00
LB Image Online Maintenance Per month 6 25.00
LB Image Capture Maintenance Per month 5 25.OD T
LB Item without Copy Per item 131 .30
LB Item with Copy Per item 21,567 .40
LB Check Image Item Per item 269 .10
LB Document Image Item Per item 483 .15
LB Check MICR Capture Per item 269 .02
LB Correspondence Per item 10 .30
LB Unprocessable Item Per item 26 .35
RWLB Long Term Ck Storage Per month 269 .03
RWLB Long Term Doc Storage Per month 483 .06
1DD Monthly Maintenance Fee Per month 29 10.00
REMOTE CAPTUREIDEPOSIT OF CHECKS I
One-time set-up or training fees or Implementation
Remote Monthly maintenance Per month 29 NIA Same as IDD Monthly Maintenance fee
10.00 re eat
Remote Capture Credit Posted(Deposit Item) Per item .30
Chase charges the same fee of.30 for
Remote Capture-On-us (100220) Per item NIA credits posted and does not separate it out
by on us or items deposit.
Remote Capture items Deposited Per item N/A
Remote Transmission of data Per item 0
Remote Transmission detail Per item 0
Remote Scanner Lease Per month 1 NIA Chase does not provide leasing of scanners.
Remote Software Maintenance Per month 145 10.00
Controlled Disbursement
:�E Controlled Disbursement Maintenance Per month 1 10.00
_ Controlled Disbursement-per item Per item 588 .07 (Checks paid)
Controlled Disbursement Funding Transfer Per item 58 .04
= Controlled Disbursement Relationship Fee Per month 0.00
Controlled Disbursement Funding Fee Per month 0.00
Controlled Disbursement On-Line Maint. Per month 0.00
-- Controlled Disbursement Checks Pd-Not Truncated Per item 07
29
J PMor anChase
1
Annual Proposed Descriptioniclarification,if needed
Controlled Disbursement Checks Pd-Truncated Per item .D7
Controlled Disbursement Debits Posted Per item .07
Controlled Disbursement Credits Posted (010101) Per item �0.a0
Controled Disbursement Notification Per item 0.00
Controlled Disbursement Report Per month 0.00
Controlled Disbursement M1CR Rejects>1% Per item 0.00
Repeat of services.Chase only charges a
Controlled Disbursement Check Return Item Per item N/A return item charge not a separate Cont.Disb.
Return item fee.
Commercial Check Cashing Per item 0.00
Stop Payments
Stop Payments Per item 154 5.00
Stop Photo Maintenance Per month 24 N/A Same as Check Services Images Maint.
Stop Payment Automatic Renewal Per item 481 0.00
OC Stop Payment Maintenance Per month 0.00
Ck Svcs Image Maint Per item 5.00
Reconciliation Services 4
Full Recon with POS Pay Maint Per month 28 0.00
Full Recon with POS Pay Items Per item 71,594 .03
Transaction Image Capture Per item 71,594 .01
RP CD ROM Addtl Media Fee Per item 10 5.00
Image Duplicate CD ROM Per item 14 5.00 See note below
CD ROM Maintenance Fee 12 5.00 See note below*
Incoming Trans With Recon Per item 176 N/A Chase does not charge a per item fee.
Additional Chase does not charge a per item fee.The
ditionai Reconciliation Per item 12 15 D0
�� � char e is er file.
RP Reject Key Entry Per item 5 1.00
RP Manual Key Entry Per item 32 1.00
-- RP Outgoing Transmission Per item 144 0.00
.� RP Check Exception Return Per item 5 1.00
RP POS Pay Exception Per item 1 5.00
RP Exception items Per item 24 1.00
Wire and Transfer Services
Outgoing-Repetitive,online Per item 207 2.00
Outgoing-Non Repetitve,online Per item 13 3.50
=' Fed Debit SIT Per item 280 3.50
CHIP Debit Repair Per item 1 2.50
30
JPMar anChase �'
EI i
1 i
Annual Proposed Description/clarification,if needed
CHIP Debit SIT Per item 32 3.00
Book Debit SIT Online processing Per item 68 0.00
Book Transfer Debit Repair Per item 1 3.00
FFedwire Repair Per item 1 3.00
Transfer Internet Repetitive Per item 61 0.00
Online Internal Transfer Per item 22 0.00
Incoming Wire Per item 2.50
Foreign Check Return(Cad) Per item 1 2.00
Safekeeping and Custody
Clearing
FRB Per item 30 0.00
DTC Per item 5 0.00
Custody 0.00
Per$1,000 par Per item 0.00
Per item Per item 1 0.00
Income Distribution 0.00
Coupons Per item 50 0.00
Maturities Per item 10 Ho
Calls Per item 5 0.04
Fed Credit Per item 171 0.00
Book Credit Per item 138 0.00
Imaging
Maintenance NIA Same as Check Services Maintenance Fee
CD ROM Media Fee Per item 60 NIA Repeat above. CD fee above
CH Services
CH Receiver Svcs-Maintenance Per month 11 25.00
CH Receiver Svcs-Transaction Per item 191,627 .04
CH Receiver Svcs-Reformat Per item 191,627 .03
CH Debits Originated Per item 17,878 .0350
CH Debits/Credits Originated Per item 189,938 .0350
TPS Federal Tax Payments Per item 27 4.00
�CH Debit Received Per item 1,786 .02
CH Return Per item 1,931 .40
CH Redeposit Per item 1,947 .10
C- CH Return Email Notification Per item 259 .75
JPMor anChase 131
9 �
Annual Proposed Description/clarification,if needed
CH Return US Mail Notification Per item 4 .75
CH Return File Trans Notif 1per item 1,600 .50
CH Return Fax Notification Per item 367 .75
CH File Processing Per item 834 2.50
CH Reversals Per item 8 10.00
CH Deletions Per item 1 16.00
CH ADA Maintenance Per month 174 5.00
CH Ada Authorized ID Per item 293 .10
CH Email Noc Per item 445 .75
CH Notification of Change Per item 1.00
CH Noc Transmission Reporting Per item 138 .50
CH Noc-Mail Notification Per item 1 3.00
CH Noc-Fax Notification Per item 240 .75
CH Reciver Svcs-Data Trans Per item 145 .04
CH Addenda Records Per item 1,798 .01
IRD Creation Per item 79,837 .10
EDI Services
Monthly Maintenance Per month 12 0.00 Repeat as EDI RCvng Monthly Maintenance
EDI Rcvng Monthly Maintenance Per item 12 40.00 Fee is per month not per item
EDI Fax Report Per item 90 2.50 This fee is erp report and not per line item.
File Processing Per item 252 5.00
File Processing Per item 199 5.04
EDI Transmission Items Per item 14,132 .01
Dynamic Rptg Segments Per item 143 .19
ED]Rptg Segment Processing Per item 522 .02
u�
Manual Cancellation Per item 1 10.00
�
Dynamic Rptg Module Maint Per item 218 0.00
Special Programming Per item 20 See note Special programming fees are based upon
he client requirements.
EDI Rptg Det Report Fc/TOC Per item 0.00
r/
Information Processing and Reporting
This monthly maintenance fee includes both
Prev Day Maintenance 12 10.00 urrent day and previous day transaction
history.
-- Prev Day BAI Maintenance Per month 12 NIA Repeat of fee above
Previous Day Account Per item 1441 NIA Repeat of fee above.
Previous Day Items Per item 73,823 .02
-� Prev Day BAI Accounts Per item 180 NIA Repeat of per item fee.
132
JPMor anChase
Annual Proposed Description/clarification,if needed
Prev Day BAI Items Per item 76,560 NIA Repeat of per item fee.
Intraday Maintenance Per month N/A Repeat of fee above.
Intraday Accounts Per item NIA Repeat of per item fee.
Intraday Items Per item NIA Repeat of per item fee.
Intraday BAI Maintenance Per month 12 0.00 Repeat of per monthly maintenance fee
Intraday BAI Accounts Per item 24, Ho Repeat of per item fee.
Intraday BAI Items Per item 3,882 0.00 Repeat of per item fee.
Special Report Maintenance Per month 12 0.00
Special Report Lines Per item 1561141 0.00 Repeat of per item fee.
Deposit Bags Per item 25 0-00
Deposit Slips Per item 7 0.00
OPTIONAL SERVICES
PAY CARDS
Monthly Pay Card Service Account Maintenance Per month 0
PayCard Web User Fee Per month 0
Paycard Enrollment-Automated Per item 0
Paycard Web Load Per item 0
Paycard Replacement Card Per item 25.00 CARDHOLDER FEE
Generic MC-V Card Initial Card Per card 0
Initial system design and development Per setup 0
Pay Card User Fees
TM Cash Withdrawal-On-us Per item 0 One Free per Deposit
TM Cash Withdrawal-Not On-us Per item 0 One Free per Deposit
TM Balance Inquiries Per item .75
TM Withdrawal Per item 1.50 One Free per Deposit
TM Decline Per item 0
Point of Sale Use Per item 0
Overdraft Fee Per item 25.00
< Cash Advance OTC Per item 5.00 One Free per Deposit
Paycard Auto ACH Debits Per card 0
0
Funding credits Per item 0
Standard reporting Per item 0
Account reconciliation Per month 0
Corrections Per item 0
Paycard Customer Service Request Call Per call 0
International ATM Withdrawal Per item 5.00 CARDHOLDER
Check Fee(CASHOUT) Per item 10.00 CARDHOLDER
°
133
J PMor anChase �`
Annua! Proposed Descriptioniclarification,if needed
Pa er Statement Per month 1.00 CARDHOLDER
Pricing Notes:
-Chase's Check services allows for images on line for up to 7 years.This eliminates the need for CDs.
-Chase's Information Reporting tool provides extensive cash reporting that includes previous and current day transaction history. There is a
monthly maintenance fee of$10.00 per account and a fee of$,02 per item.
*There is a per item Retail lockbox payment of$.15 per item.This pricing assumes lockbox imaging will be used by the City.Should the City not
utilize imaging,the cost per lockbox payment will be$.21 per item.
Retail Lockbox Check Image per item .02
Retail Lockbox Scannable Doc.Capture .02
Retail Lockbox Long term check storage .02
Retail Lockbox Long term doc storage .02
G
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134
� J PMorganChase
City of F Worth, Vexes
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COUNCIL ACTION: Approved on 611712008
r , ..;x,;:, �. ;`.?fib,. .c°.'a'�'P3z'!i°""'„;.�.:iM'” '�"Q:ic«;:a;:.'r.,"'?xS;�x`e?si ".::ss��gYS: �.�;i�ref.;i5:'w;:" .,..u.3?:..c?�c'K•'x"aa..,a° .a' ,. #i'r" ': �''8"�"2`a�.: .So-.,,:,xrax'c>.,. !are"''d'?s":5"x.'c°-;�.!."-,.. acs'r,
DATE: Tuesday, June 17, 2008
LOG NAME: 13C08-0076BANK REFERENCE NO.: C-22867
SUBJECT:
Authorize Execution of Necessary and Related Agreements with JP Morgan Chase Bank, N.A., for
Banking and Depository Services for the Finance Department for a Cost Not to Exceed $1 ,264,632
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of necessary and related agreements with JP Morgan Chase Bank USA, N.A., for
banking and depository services for the Finance Department for a cost not to exceed $1,264,632; and
2. Authorize the agreements for a term of three years.
DISCUSSION:
The City will use these agreements to provide banking and depository services for all City departments. A
Request for Proposals (RFP) was issued March 19, 2008. The City received three responses to the RFP,
The scope of the work for these agreements includes most banking and depository services needed by the
City. The agreements do not cover asset management services for oil and gas revenues; those services
will be covered by a separate agreement.
Proposals were rated on responsiveness, ability to provide required services and reports, banking services
costs, earnings potentials, experience, references, continuity of bank and bank officials, creditworthiness,
stability of the bank, M/WBE participation, and supplier diversity program.
The evaluation team consisted of representatives from the Development Department, the Finance
Department, the M/WBE Office, and the Water Department. Through the evaluation process, JP Morgan
Chase Bank, N.A., was determined to have submitted the best evaluated proposal.
ADVERTISEMENT - This RFP was advertised in the Fort Worth Star-Telegram on March 19, March 26,
April 2 and April 9, 2008. On April 17, 2008, proposals were received from Bank of Texas, JP Morgan
Chase Bank, N.A., and Frost Bank. Two banking companies declined the invitation to submit proposals.
M/WBE - JP Morgan Chase Bank, N.A., is in compliance with the City's M/WBE Ordinance by committing to
five percent M/WBE participation. The City's goal for these agreements is five percent.
CONTRACT TERM -These agreements will begin on July 1, 2008, and expire on June 30, 2011.
RENEWAL OPTIONS - These agreements may be renewed for up to two one-year terms at the City's
option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal terms.
Logname: 13008-0076BANK Page 1 of
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund and Water and Sewer Fund.
RFP108-00761JJ D
To Fund/Account/Centers FROM Fund/Account/Centers
GG01 539120 0905500 $3943632.00
P E45 539120 0604007 $435,000.00
PE45 539120 0704007 $435,000.00
�.,ce:"�...fc'i�v3.°.�tii.,;�,::wxl .e4.w,,;`zffiPdC�::kG;X'�'�.3C.:E^�-'�:.:�s ,..,.o-.,.,i.
Submitted for City Manager's office by_; Karen Montgomery (6222)
originating Department Head: Lena Ellis (8517)
Additional Information Contact: Jenny Townsend (6630)
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Logname: 13CO8w0076BANK Page 2 of 2