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Home My WebLink About2017-08-09 e-packet@7:00Wednesday, August 9, 2017 7:00 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA City Council Regular Meeting Agenda August 9, 2017City Council Regular Meeting Agenda PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Council business, we proceed as follows: The regular meetings of the City Council are held on the second and fourth Wednesday of each month at 7:00 p.m. in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. The City Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Council action. PRADEEP GUPTA, Mayor LIZA NORMANDY, Vice Mayor KARYL MATSUMOTO, Councilwoman RICHARD A. GARBARINO, Councilman MARK ADDIEGO, Councilman FRANK RISSO, City Treasurer KRISTA MARTINELLI, City Clerk MIKE FUTRELL, City Manager JASON ROSENBERG, City Attorney PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT AVAILABLE FOR USE BY THE HEARING IMPAIRED AT CITY COUNCIL MEETINGS In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk’s Office located at City Hall. If, however, the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue, South San Francisco, California 94080. Page 2 City of South San Francisco Printed on 8/30/2017 August 9, 2017City Council Regular Meeting Agenda CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE AGENDA REVIEW PRESENTATIONS Introduction of “Keep Our City Clean” Poster Contest Winners. (Leslie Arroyo, Communications Director) 1. Presentation of Certificates of Recognition to South San Francisco Student Winners of the 2017 City of South San Francisco Poster Contest, “Help Keep South San Francisco Clean!” (Pradeep Gupta, Mayor) 2. PUBLIC COMMENTS COUNCIL COMMENTS/REQUESTS ADMINISTRATIVE BUSINESS Report regarding a resolution authorizing the donation of eleven surplus computers to the Safe Harbor Shelter. (Tony Barrera, IT Manager) 3. Resolution authorizing the donation of eleven surplus computers to the Safe Harbor Shelter. 3a. Report regarding resolution authorizing the City Manager to execute a banking services agreement and a Select Government Merchant Payment Card Processing Agreement with J.P. Morgan Chase Bank N.A. for a five year period ending on August 31, 2022, with an option to extend for an additional two year period. (Richard Lee, Director of Finance) 4. Resolution authorizing the City Manager to execute a banking services agreement and a Select Government Merchant Payment Card Processing Agreement with J.P. Morgan Chase Bank N.A. for a five year period ending on August 31, 2022, with an option to extend for an additional two year period. 4a. CONSENT CALENDAR Motion to approve the Minutes from the meetings of July 26, 2017.5. Motion confirming payment registers for August 9, 2017. (Richard Lee, Director of Finance) 6. Page 3 City of South San Francisco Printed on 8/30/2017 August 9, 2017City Council Regular Meeting Agenda Report regarding a resolution approving the filing of a grant application in a total amount not to exceed $187,948 from the Division of Boating and Waterways Boating Infrastructure Grant program for public bathrooms at Oyster Point Marina. (Deborah Gill, Special Projects Manager) 7. Resolution approving the filing of a grant application in a total amount not to exceed $187,948 from the Division of Boating and Waterways Boating Infrastructure Grant program for the private bathrooms at Oyster Point Marina. 7a. Report regarding a resolution approving the filing of a grant application in a total amount not to exceed $1,153,233 from the Division of Boating and Waterways Boating Infrastructure Grant program for a fuel dock replacement at Oyster Point Marina. (Deborah Gill, Special Projects Manager) 8. Resolution approving the filing of a grant application in a total amount of $1,153,233 from the Division of Boating and Waterways Boating Infrastructure Grant program for a fuel dock system replacement at Oyster Point Marina. 8a. Motion to cancel the Regular City Council meetings on September 13, 2017 and September 27, 2017. (Mike Futrell, City Manager) 9. Report regarding a resolution authorizing the acceptance of up to $8,225 in Library Services and Technology Act grant funding from the California State Library to support library services for veterans, and authorizing the Finance Director to adjust the Library Department’s Fiscal Year 2017-18 operating budget on receipt of funds. (Valerie Sommer, Library Director) 10. Resolution authorizing the acceptance of up to $8,225 in Library Services and Technology Act grant funding from the California State Library to support library services for veterans, and authorizing the Finance Director to adjust the Library Department’s Fiscal Year 2017-18 operating budget on receipt of funds. 10a. Report regarding a resolution approving Amendment No. 3 to the Employment Agreement between Michael Futrell and the City of South San Francisco. (Jason Rosenberg, City Attorney) 11. Resolution approving Amendment No. 3 to the Employment Agreement between the City of South San Francisco and Michael Futrell and the City of South San Francisco. 11a. Report regarding a resolution approving the City Council’s response to the San Mateo County Civil Grand Jury Report, dated June 29, 2017, entitled “English Is Not Our Only Language” and authorizing the City Manager to sign the response letter on behalf of the City. (Jeff Azzopardi, Police Chief) 12. Page 4 City of South San Francisco Printed on 8/30/2017 August 9, 2017City Council Regular Meeting Agenda Resolution approving the City Council’s response to the San Mateo County Civil Grand Jury Report, dated June 29, 2017, entitled “English Is Not Our Only Language” and authorizing the City Manager to send the response letter on behalf of the City. 12a. ITEMS FROM COUNCIL – COMMITTEE REPORTS AND ANNOUNCEMENTS Report regarding the League of California Cities resolutions, confirming Councilmember Garbarino as the appointed member of the General Resolutions Committee to vote on behalf of the City of South San Francisco, and approving an alternate voting delegate. (Mike Futrell, City Manager) 13. Resolution that the City of South San Francisco will be joining the California Public Utilities Commission, California Energy Commission, and cities throughout the state and participating in “One Thing for the Sun”, a statewide campaign to reduce energy consumption on August 21, 2017, during the partial solar eclipse. 14. ADJOURNMENT Page 5 City of South San Francisco Printed on 8/30/2017 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-786 Agenda Date:8/9/2017 Version:1 Item #:1. Introduction of “Keep Our City Clean” Poster Contest Winners.(Leslie Arroyo, Communications Director) City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-820 Agenda Date:8/9/2017 Version:1 Item #:2. Presentation of Certificates of Recognition to South San Francisco Student Winners of the 2017 City of South San Francisco Poster Contest, “Help Keep South San Francisco Clean!”(Pradeep Gupta, Mayor) City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-742 Agenda Date:8/9/2017 Version:2 Item #:3. Report regarding a resolution authorizing the donation of eleven surplus computers to the Safe Harbor Shelter. (Tony Barrera, IT Manager) RECOMMENDATION Staff recommends the City Council authorize the donation of eleven surplus computers to the Safe Harbor Shelter. BACKGROUND/DISCUSSION Safe Harbor Shelter reached out to the City of South San Francisco requesting surplus computers to be used in their recently added learning center.Safe Harbor Shelter provides emergency and transitional beds for homeless adults in San Mateo County,housing 90 men and women in South San Francisco.The shelter offers hot meals and services such as case management,mental health counseling,and substance abuse treatment.In addition, they offer life skills training during the day,including classes on cooking,financial planning,resume building, interviewing, job searching, and other pertinent skills that help clients further their goal of self-sufficiency. Safe Harbor Shelter recently added a learning center on the second floor of the shelter and is in need of computers.The Information Technology (IT)department is currently replacing computers,which are more than six years old and will have a surplus of computers that can be donated to the Safe Harbor Shelter.The donation of ten desktop computers and one laptop is to allow clients to engage with volunteers to assist clients in learning basic computer skills,job search,develop a resume,and refine their soft skills to better gain employment,with the ultimate goal of obtaining income to move into permanent housing.Five of the computers will replace the office desktops.The beneficiaries of this donation are the more than 400 individuals that the shelter temporarily houses each year. The system specifications for the 10 computers are as follows: Model OptiPlex 790 CPU Intel(R) Core(TM) i5-2500 CPU @ 3.30GHz Memory 4GB Hard Disk 250GB OS Windows 7 upgraded Windows 10 Monitor Dell 24" E2414 The system specifications for the one laptop are as follows: Model Latitude E6320 CPU Intel(R) Core(TM) i7-2640M CPU @ 2.80GHz Memory 8GB Hard Disk 220GB City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-742 Agenda Date:8/9/2017 Version:2 Item #:3. OS Windows 7 upgraded to Windows 10 The estimated value of the computers is $2,679 based on eBay online auction,as shown in Attachment 1.The estimated staff time to prepare the computers is three hours,which includes reformatting the hard drives and installing the operating system using a cloning process. The total value of the donation is $2,800. CONCLUSION It is recommended that the City Council approve the donation of eleven surplus computers to the Safe Harbor Shelter. Attachment: Donation Value Estimate City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ City of South San Francisco Safe Harbor Shelter Donation eBay 08/01/2017 Online Cost Quantity Extended Price Dell Optiplex 790 Desktop $169.99 10 1,699.90$ i5 CPU 4g memory 250Gb Hard Drive Dell Latitude E6430 Laptop 180.00$ 1 180.00$ 14" Core i7 8GB Memory 320G hard drive Dell 24" E2414 Monitor 79.95$ 10 799.50$ 2,679.40$ Attachment 1 - Donation Value Estimate City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-743 Agenda Date:8/9/2017 Version:1 Item #:3a. Resolution authorizing the donation of eleven surplus computers to the Safe Harbor Shelter. WHEREAS,the Safe Harbor Shelter provides emergency and transitional beds for homeless adults in San Mateo County; and WHEREAS,over 400 individuals receive shelter,food,case management,mental health counseling,and substance abuse treatment through Safe Harbor each year; and WHEREAS,Safe Harbor offers training on life skills including cooking,financial planning,job searching,and other skills pertinent to helping clients achieve self-sufficiency; and WHEREAS,the City is replacing computers over six years old and would normally recycle the computers as e- waste; and WHEREAS,these computers,valued at $2,800,can be used in Safe Harbor’s newly established learning center to teach clients basic computer skills; and WHEREAS,the donation of these computers will allow Safe Harbor Shelter’s clients to refine skills that can help them obtain an income and ultimately move into permanent housing. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby donates eleven surplus computers to the Safe Harbor Shelter in South San Francisco. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-720 Agenda Date:8/9/2017 Version:1 Item #:4. Report regarding resolution authorizing the City Manager to execute a banking services agreement and a Select Government Merchant Payment Card Processing Agreement with J.P.Morgan Chase Bank N.A.for a five year period ending on August 31,2022,with an option to extend for an additional two year period.(Richard Lee, Director of Finance) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the City Manager to execute a banking services agreement and a Select Government Merchant Payment Card Processing Agreement with J.P.Morgan Chase Bank N.A.for a five year period ending on August 31,2022,with an option to extend for an additional two year period. BACKGROUND/DISCUSSION Wells Fargo has provided the City of South San Francisco with commercial banking and merchant services since 2010.To ensure that the City receives high quality services at a competitive rate,the City published a Request for Proposals (RFP)on May 31,2017.The RFP was posted on the City’s website and on the California Society of Municipal Finance Officers’(CSMFO)website.The City sent direct solicitations to,and received proposals solely from the following banking institutions: ·Wells Fargo Bank; ·Bank of the West; ·JPMorgan Chase; and ·US Bank. Interviews were conducted on July 10, 2017. The external evaluation panel included the following members: ·Deputy Treasurer, City of Redwood City; ·Financial Services Manager, City of San Carlos; and ·Accounting Manager, City of Foster City. In addition, the following City staff members observed the interview process: ·Richard Lee, Director of Finance; ·Christina Crosby, Financial Services Manager; and ·Steven Lew, Senior Accountant. City of South San Francisco Printed on 8/30/2017Page 1 of 3 powered by Legistar™ File #:17-720 Agenda Date:8/9/2017 Version:1 Item #:4. The firms were evaluated on four different areas,including customer service,technology/security,cost,and social/ethical responsibility.As indicated on Attachment 1,JPMorgan Chase Bank scored 279 points out of a possible 315 points, and as such, is the preferred vendor. Chase is a leading global financial services firm with assets of more than $2.5 trillion.The firm serves millions of customers in the United States and many of the world’s most prominent corporate,institutional and government clients.Chase has provided treasury services to more than 2,800 state and local government clients for more than 30 years.Chase is an industry leader,and invests $1.0 billion each year to improve its technology and security efforts.Chase is rated Aa3 by Moody’s Investors Service and stable by both Fitch Ratings and S&P Global Ratings.Chase earned the rating of “Satisfactory”on all levels for its most recent federal Community Reinvestment Act (CRA) performance examination. Within the City of South San Francisco,Chase currently employs 41 city residents,contributed more than $28,000 to nonprofits within the city in 2016,and purchased $438,000 in goods and services from businesses located within the city in 2015. While the monthly bank service fees may vary each month,based on the service fees outlined in Exhibit B of the professional services agreement which is attached to the accompanying resolution,the banking fees for an average month are estimated to be $2,170.These fees are offset by interest that the City would earn on its average monthly balance,estimated to be $1,603 per month,which would result in a net cost of $567 per month in banking fees.Merchant service fees,which largely reflect the Interchange Rate paid for credit card transactions,will also vary from month to month,as they depend on the transaction volume and average transaction amount.Based on the credit card activity in the most recent Fiscal Year,the City will pay approximately $8,782 in fees each month. FUNDING Banking and merchant service fees are combined with interest earnings for allocation purposes.Each fund is allocated interest earnings/bank fees each quarter,and is reflected in the revenue estimates for FY 2017-18.No additional funding is needed to account for the cost of the agreement. CONCLUSION Commercial banking and merchant services play a critical role in the City’s business processes.Staff issued a Request for Proposals to ensure that the City continues to receive high quality services at a competitive rate. JPMorgan Chase Bank was rated the highest among the four banking institutions that were interviewed,and offers industry-leading technology and customer service. Attachments: 1.Evaluation Panel Scores 2.PowerPoint Presentation City of South San Francisco Printed on 8/30/2017Page 2 of 3 powered by Legistar™ File #:17-720 Agenda Date:8/9/2017 Version:1 Item #:4. City of South San Francisco Printed on 8/30/2017Page 3 of 3 powered by Legistar™ City of South San Francisco Attachment 1 Commercial Banking and Merchant Services RFP Evaluation Panel Scores Bank Customer Service Technology Cost Social Total Wells Fargo 115 65 53 35 268 Bank of the West 85 40 35 15 175 JPMorgan Chase 125 68 56 30 279 US Bank 115 40 40 23 218 Maximum Possible 135 75 60 45 315 Commercial Banking & Merchant Services August 9, 2017 1 ATTACHMENT 2 ∗Wells Fargo since 2010; ∗Scope ∗Commercial banking services; ∗Wire transfers; ∗Direct deposit; and ∗Credit card processing. 2 Background ∗Direct solicitations sent to four banks: ∗Wells Fargo; ∗Bank of the West; ∗US Bank; and ∗JPMorgan Chase. ∗Interviews June 2017 ∗External evaluation panel: ∗Deputy Treasurer, City of Redwood City; ∗Financial Services Manager , City of San Carlos; and ∗Accounting Manager, City of Foster City. 3 Request for Proposals Criteria Wells Fargo Bank of the West Chase US Bank Max Customer Service 115 85 125 115 135 Technology 65 40 68 40 75 Cost 53 35 56 40 60 Social/Ethical 35 15 30 23 45 Total 268 175 279 218 315 4 RFP Aggregate Scores ∗+$2.5 trillion in assets; ∗2,800 state and local government clients for 30+ years; ∗$1.0 billion in technology each year; ∗Rated Aa3 and stable by credit rating agencies; ∗Employ 41 City residents; ∗Purchased $438k in goods/services in 2015 5 JPMorgan Chase It is recommended that the City Council adopt a resolution authorizing the City Manager to execute a banking services agreement and a Government Select Agreement with JPMorgan Chase Bank, N.A. for a five year term ending on August 31, 2022, with an option to extend for an additional two year period. 6 Resolution 7 Discussion City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-808 Agenda Date:8/9/2017 Version:1 Item #:4a. Resolution authorizing the City Manager to execute a banking services agreement and a Select Government Merchant Payment Card Processing Agreement with J.P.Morgan Chase Bank N.A.for a five year period ending on August 31, 2022, with an option to extend for an additional two year period. WHEREAS,commercial banking and merchant services serve a critical role in the City of South San Francisco operations; and WHEREAS, the current service provider has been in place since 2010; and WHEREAS, best practices recommend that contract services be put out for bid every five to seven years; and WHEREAS,a Request for Proposals was issued in May of 2017,with direct solicitations to four banking institutions; and WHEREAS, the City received four timely proposals, and conducted interviews in June of 2017; and WHEREAS, the banking institutions were rated by an external evaluation panel for objectivity; and WHEREAS, J.P. Morgan Chase Bank N.A. received the highest rating, and is the preferred vendor. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby approves a Banking Services Agreement and a Government Select Agreement with J.P.Morgan Chase for a five year period ending on August 31,2022,with an option to extend for an additional two years, attached hereto as Exhibit A and Exhibit B. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish an ongoing project budget to include the estimated costs consistent with the information contained in the staff report and Exhibits A and B. BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute a Banking Services Agreement and a Government Select Agreement with J.P.Morgan Chase on behalf of the City in substantially the same form as attached hereto as Exhibit A and Exhibit B;to make any revisions,amendments, City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-808 Agenda Date:8/9/2017 Version:1 Item #:4a. substantially the same form as attached hereto as Exhibit A and Exhibit B;to make any revisions,amendments, corrections and modifications,subject to the approval of the City Attorney,deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City’s obligations there under;and to take any related action reasonably necessary to carry out the intent of this Resolution. ***** City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 1 of 14 BANKING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND JPMorgan Chase Bank, N.A. (this “Agreement”) THIS AGREEMENT is made by and between the City of South San Francisco (“City”) and JPMorgan Chase Bank, N.A. (“Consultant”) (together sometimes referred to as the “Parties”) as of September 1, 2017 (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work described in Exhibit A, attached hereto and incorporated herein, and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement, Exhibit A, and any other documents comprising the Agreement, the order of precedence shall be as stated in Section 10.12. It is expressly recognized and agreed that merchant processing services component of the services requested under City’s Request for Proposals – Banking Service and Merchant Services distributed April 24, 2017 (the “RFP”) are not included within the Scope of Work governed by this Agreement. Rather such services, which have been awarded to Consultant by City, shall be governed by the Select Government Merchant Payment Card Processing Agreement – US Government Agreement as the same may be further negotiated between City and Paymentech, LLC. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on August 31, 2022., unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in accordance with the standard of “ordinary care,” as such term is defined in the Uniform Commercial Code. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to serve as members of its Relationship Team assigned to oversee services performed for City under this Agreement. In the event that City, in its reasonable discretion, objects to any person assigned to such Relationship Team serving in such capacity at any time during the term of this Agreement, it may provide written notice of its concerns to Consultant and the latter shall promptly endeavor to correct any performance deficiencies noted with such person to City’s reasonable satisfaction or otherwise endeavor to replace such person with a replacement who is reasonably satisfactory to the City. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant service fees at the rates specified in Exhibit B, notwithstanding any contrary indications that may be contained in Consultant’s proposal in response to the RFP (the “Proposal”). In the event of a conflict between this Agreement and the Proposal, the rates set forth in Exhibit B shall prevail. City shall pay Consultant for services rendered EXHIBIT A Page 1 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 2 of 14 pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in Exhibit B shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including overhead and salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, in the form of an account analysis statement in the format of the sample account analysis statement set forth in Tab X of the Proposal, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred, net of the the application of any Earned Credit Rate (the “ECR”) against deposited balances, as described in the Proposal. Absent its receipt of written notice of any discrepancies in the services listed, fees charged and ECR earned for such period, Consultant shall auto debit any fees not otherwise covered by the ECR against City’s designated account on the ___ day of the following month, and, in the event of insufficiencies therein, City shall pay the balance within thirty (30) day ECR’s shall be applied to the period in which they are earned and will not carry over for subsequent periods.City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Intentionally omitted. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Page 2 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 3 of 14 2.5 Intentionally omitted. 2.6 Reimbursable Expenses. Reimbursable expenses of Consultant are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for work performed prior to the effective date of termination, at the rates set forth in Exhibit B. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Intentionally deleted (not a public works contract.) Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to enable it to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, Page 3 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 4 of 14 representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general (“CGL”) and business automobile liability (“AL”) insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence on the CGL and combined single limit coverage on the AL with coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 00 01. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90). Page 4 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 5 of 14 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy for coverages listed in this Section 4.2: a.The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b.Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement banker’s professional liability insurance for professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the professionals’ errors and omissions. 4.3.2 Claims-made limitations. The following provisions shall apply if the banker’s professional liability coverage is written on a claims-made form: a.The retroactive date of the policy must be shown and must be before the date of the Agreement. d.A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A- (minus):VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with a certificate of insurance. 4.4.4 Additional insured; primary insurance. The Commercial General Liability and Business Auto Liability policies shall list City and its officers, employees, and volunteers as additional insureds as their interests may appear with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, Page 5 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 6 of 14 occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The Commercial General Liability and Business Auto Liability policies shall be primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.7 Wasting Policy. The Commercial General Liability policy shall not include a “wasting” policy limit. 4.4.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a.Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or b.Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, defend with counsel selected who is not reasonably objectionable to the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to physical property, or any violation of any federal, state, or municipal law or ordinance, to the extent directly caused by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents.. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code, subject to the limitations of this Section 5. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages, as described herein, whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant Page 6 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 7 of 14 acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. Notwithstanding the foregoing, neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive or special damages, including lost profits, regardless of the form of action or theory of recovery, even if that party has been advised of the possibility of those damages or the same are reasonably foreseeable. Consultant’s liability for indemnified claims relating to damage to physical property under this Agreement shall not exceed, in the aggregate, an amount equal to two times the average annual fees paid or payable to Consultant under the Agreement Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits, as a consequence of performing services under this Agreement. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement, except to the extent pre-empted by federal law, in which case the latter shall control. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws binding upon Consultant in the performance of the work hereunder. 7.3 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to perform the services under this Agreement. Consultant and any subcontractors it engages in the performance of services hereunder, shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required in order to perform such services. [Please note, under Page 7 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 8 of 14 Cal. Rev. & Tax Cd, Section 23182, taxes paid by Consultant, a national bank, are in lieu of all other taxes and /or license fees, other than certain exceptions not relevant here.] 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal and state laws, related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed prior to the effective date of termination at the rates set forth in Exhibit B. 8.2 Extension. City may, in its sole and exclusive discretion and subject to the concurrence of Consultant, which may be conditioned upon adjustments in pricing and other terms and conditions, extend the end date of this Agreement beyond that provided for in Subsection 1.1 for up to two (2) renewal periods of five (5) years each. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates banking services by Consultant and is based upon a determination of Consultant’s competence, experience, and banking knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. Notwithstanding the Page 8 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 9 of 14 foregoing, Consultant may assign this Agreement without the prior written consent of City to a successor in interest in connection with a merger, reorganization, consolidation, or a disposition of a particular business to which this Agreement relates, and may assign this Agreement to an affiliate or subsidiary. In the event of such an assignment, Consultant shall notify City and, if City objects to such assignment, it shall have the right to immediately terminate this Agreement. For all purposes under this Agreement, inclusive of all attachments hereto, “subcontractor” and “subcontract” shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by Consultant to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by Consultant, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist Consultant in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. Consultant will obtain prior consent to its use of any “subcontractors” in the performance of services, to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from City or any other party to its engagement of Third Party Service Providers 8.5 Survival. Sections 2.8, 5, 9.2, 9.3, 9.4, 10.1, 10.2, 10.5, and 10.15 shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Exercise its remedies at law for breach of contract, subject to the limitations of Section 5. Section 9. KEEPING AND STATUS OF RECORDS. [This is not a work for hire contract.] 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement; provided that no records shall be required to be retained for a period longer than Consultant’s standard record retention period for such category of records. Page 9 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 10 of 14 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement, subject to the following. Contractor will allow, at City’s expense, City’s auditors and independent public accountants, including where state or federal assistance is involved, state and federal auditors identified by City, reasonable access during normal working hours to City’s bank records as is reasonably required in connection with their examination specifically pertaining to the City’s accounts, and use of funds and services provided by Consultant to City. Any access or examination will be: requested in writing; specifically describe the scope and records required; mutually agreed upon as to time and scope; and subject to Consultant’s security procedures and record retention policies. Consultant may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the scope of the records made available. City shall reimburse Consultant for the reasonable cost of copying, collating, researching and producing archived information. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, by submitting a proposal, Consultant agrees to indemnify, defend and hold harmless the City, its agents and employees, from any judgment, fines, penalties, and award of attorneys fees awarded against the City in favor of the party requesting the information, and any and all costs connected with that defense. This obligation to indemnify survives the City's award of the contract. Consultant agrees that this indemnification survives as long as the trade secret information is in the City's possession, which includes a minimum retention period for such documents. Section 10 MISCELLANEOUS PROVISIONS. Page 10 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 11 of 14 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect to the extent consistent with effectuating the Parties’ intentions. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the permitted successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Notwithstanding the foregoing, City acknowledges that Consultant provides financial services to numerous customers throughout the globe, some of which may be located within the City and whose interests may be adverse to those of City and that providing financial services to such other persons does not constitute a “conflict of interest under the California Government Code nor the terms of this Agreement. Further, City acknowledges that Consultant is a wholly owned subsidiary of a publicly traded entity, JPMorgan Chase & Co., and City officers or other public officials of California or its political subdivisions and agencies may be shareholders of Consultant’s parent. Consultant shall not employ any City official as a Relationship Team member assigned to oversee the services provided for the City under this Agreement. Subject to the foregoing disclosure relative to indirect ownership interests in Consultant’s parent, no officer or Page 11 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 12 of 14 employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. . 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials; provided that nothing herein shall prohibit Consultant from providing information and/or materials to the City or its designee, relative to additional products or services that Consultant offers which may be beneficial to the City, provided that, in the event that the City has released a solicitation for competitive bidding on any services, Consultant will not violate any resultant cone of silence relative to the offering of such services. 10.9 Contract Administration. This Agreement shall be administered, on the City’s behalf, by the Director of Finance ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant __J.P. Morgan_________________________ __560 Mission Street, 4th Floor_________________________ __San Francisco, CA 94105 ________________________ ___________________________ City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.12 Integration. This Agreement is comprised of this executed document (“Agreement in Chief”), Exhibits A and B attached hereto, and applicable Global Account and Consolidated Service terms referenced in Consultant’s Proposal. In the event of inconsistencies between the documents comprising this Agreement, the following order of precedence shall apply, in which each listed document supersedes and replaces inconsistent provisions of the document that follows it in the listing below: a.Agreement in Chief Page 12 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 13 of 14 b.Exhibit A – Statement of Work c.Exhibit B – Pricing Schedule d.Global Account Terms e.Applicable Service Terms These documents represent the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. 10.15 Use of term “Consultant.” The use of the term “Consultant” in referencing JPMorgan Chase Bank, N.A., in no manner whatsoever shall be construed as any admission by the latter that it is a “consultant” as such term is used under the California Government Code, including, without limitation, provisions relative to consultant’s adherence to conflicts of interest requirements applicable to government or public officials. No advisory services are to be provided under this Agreement and none of the obligations of or services provided by JPMorgan Chase Bank, N.A. under this Agreement would result in the latter exercising the governmental functions of a public official or influencing any public official’s exercise of its governmental functions. The Parties have executed this Agreement as of the Effective Date. Page 13 of 115 Consulting Services Agreement between [Rev:11.14.2016] August 10, 2017 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 14 of 14 CITY OF SOUTH SAN FRANCISCO JPMORGAN CHASE BANK, N.A. ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 2729962.1 Page 14 of 115 Proposal to City of South San Francisco Page 20 Tab D – Demand Deposit Accounts (Two page maximum preferred.) The City currently uses five (5) accounts. The accounts are described below. The payroll and disbursement accounts have checks issued. Please describe in detail the ability of the bank to provide the services for the accounts named below: 1.City of South San Francisco-General Deposit Account (Main Account that transfers funds to and from ZBA Accounts). This account sweeps nightly. Outgoing wire transfers are recorded in this account. 2.City of South San Francisco-Payroll (ZBA Account) (checks and direct deposit/positive pay) 3.City of South San Francisco-AP Disbursement Account (ZBA Account) (checks and EFT/positive pay) 4.City of South San Francisco-Credit Card Accounts to track bank card activities (ZBA Account) Bank card transactions are in person, online, and over the phone) (Terminal ID for each settlement transaction to help reconcile credit card transaction and settlement) 5.City of South San Francisco – Ambulance Lockbox Account (ZBA Account) The City can be confident that J.P. Morgan has the experience and capability in providing the aforementioned services for the City’s accounts named above. Services are described in more detail below. Zero Balance Account (ZBA): We offer the City zero balance accounts (ZBAs) as well as target balance accounts. The bank’s ZBA offers fully automated zero balanced sweeping between single-entity owned accounts as well as multi-entity owned accounts. Accounts can be set to concentrate at either a zero or target balance level. Concentration can be set up with two primary options: x Zero Balance/Target Balance: Accounts maintain a relationship-managed balance on a daily basis, with fully automated transfers to bring the accounts to a zero balance end of day. Target balance transfers are supported in the same manner as well. x Customized Transfers: Options include one-way transfers, intraday concentration and time driven-scheduled transfers as well as fixed and variable balance calculations. Through J.P. Morgan’s ability to provide a completely automated end of day concentration process late-posted items are included in the zero balance or target balance transfer. Wires: The City will have the ability to initiate wire transfers using a variety of payment options with J.P. Morgan ACCESS Online (ACCESS Online), our Internet-based cash management system. ACCESS Online offers a complete range of funds transfer services with strict control over access to functions and accounts facilitating compliance with internal audit requirements, while enhancing security. Details regarding wire transfers are included in our response in Tab F –ACH, Wire and Other Transfers, requirement #3. Direct Deposit of Payroll: The City’s employees can receive automatic electronic payroll payments to a designated checking or savings accounts using J.P. Morgan’s ACH system. Please refer to Tab J – Direct Deposit of Payroll for details. EXHIBIT A of the Banking Services Agreement Page 15 of 115 Proposal to City of South San Francisco Page 21 Positive Pay: As part of a complete range of disbursement services available through ACCESS Online, J.P. Morgan offers the City Internet-based positive pay services. Our positive pay service will assist you in managing your check disbursement process, including uploading files, adding manually issued checks, decisioning of exception items and having to ability to view images of your checks. Please refer to Tab H – Account Reconcilement for details. Credit Card Account: J.P. Morgan can provide the City with a Credit Card account to help you reconcile your credit card activities. Lockbox: We offer a full range of lockbox services that will allow the City to streamline your remittance processing and accelerate your revenue stream with a fast, cost-efficient, around-the- clock lockbox solution. We own and operate our own nationwide wholesale lockbox network of processing sites to offer the City fully automated wholesale and scannable wholesale lockbox services as well as economy lockbox services. Our centers are full-service processing facilities operated solely by the bank. We offer optimal availability, funds concentration and full information reporting with a 10-year archive. Please refer to Tab P – Lockbox Services for details. Page 16 of 115 Proposal to City of South San Francisco Page 22 Tab E – Deposit Compensation (Two page maximum preferred.) The City compensates for bank services primarily with compensating balances and is charged for any deficiencies based on monthly account analysis. 1.List the bank’s Earnings Credit Rate (ECR), and how it is calculated and applied. The City will receive the benefit of our managed earnings credit rate, currently 0.65% Cash remaining in a non-interest bearing demand deposit account uninvested at the end of the day is used to determine an earnings credit value on account balances. This credit is calculated by J.P. Morgan, and the total credit accrued for the month is reflected on the monthly account analysis statement and is applied to reduce the invoiced amount due for banking service fees. J.P. Morgan uses the following formula to calculate the monthly earnings credit allowance: Monthly Earnings Credit Allowance Calculation (Average Monthly Investable Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year 2.List the bank’s actual ECR for the past 12 months (August 2015 to July 2016), on compensating balances, net of any management spread, if any. The bank’s ECR for the City’s requested past twelve months of (August 2015 to July 2016) as well as the past consecutive twelve months of (June 2016 to May 2017) is shown in the chart below. ECR for the City’s requested past twelve months (August 2015 to July 2016) Standard ECR Premium ECR Standard ECR Premium ECR August, 2015 0.20% 0.30% February, 2016 0.25% 0.35% September, 2015 0.20% 0.30% March, 2016 0.25% 0.35% October, 2015 0.20% 0.30% April, 2016 0.25% 0.35% November, 2015 0.20% 0.30% May, 2016 0.25% 0.35% December, 2015 0.20% 0.30% June, 2016 0.25% 0.35% January, 2016 0.25% 0.35% July, 2016 0.25% 0.35% ECR for the past twelve months (June 2016 to May 2017) Standard ECR Premium ECR Standard ECR Premium ECR June, 2016 0.25% 0.35% December, 2016 0.25% 0.35% July, 2016 0.25% 0.35% January, 2017 0.25% 0.35% August, 2016 0.25% 0.35% February, 2017 0.25% 0.35% September, 2016 0.25% 0.35% March, 2017 0.30% 0.40% October, 2016 0.25% 0.35% April, 2017 0.30% 0.40% November, 2016 0.25% 0.35% May, 2017 0.30% 0.40% Page 17 of 115 Proposal to City of South San Francisco Page 23 3.Explain, in detail, how and when the FDIC assessment is computed and charged. Balance Based Charges is a monthly fee assessed against client deposits to address various charges affecting J.P. Morgan. The fee is set by J.P. Morgan and is subject to periodic review and adjustment. As with other eligible banking series fees, Balance Based Charges may be offset by the earnings credit allowance. In calculating the earnings credit rate (ECR), J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October 1, 2008, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to clients by basing the earnings credit on 100% of the eligible balance of non-interest bearing demand deposit accounts. The following formula is used to calculate the Balance Based Charges: Balance Based Charges Charge Rate x Monthly Average Positive Ledger Balance x (Actual Days in Month / Actual Days in Year) 4.Detail exactly which types of items and services can be applied against the City's account analysis in addition to standard bank services, i.e., merchant bankcard processing, armored car service, bank courier service, etc. Please see Tab V – Banking Services Fee Form for a customized price schedule and our pricing Pro Forma Analysis included in Tab W which includes any one-time or set-up charges, research fees and all other fees that may be charged. Merchant processing and armored car service fees will not be assessed to the City’s account analysis. 5.Does the City have the option of compensating on a fees or balances basis or, a combination of both? Describe any differences in related costs to the City with either option. J.P. Morgan accepts compensation based on fees and/or balances, with no difference in unit prices. If eligible balances are sufficient, the earnings credit allowance offsets the service charge. Should the level of eligible balances not fully cover the fees, remaining service charges are debited from designated accounts, generally on a monthly basis. 6.What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? Adjustments for prior periods are applied in the current billing cycle and details are provided in separate sections of the current analysis statement. The City should notify J.P. Morgan in writing of any errors or not receiving an account analysis statement within 60 calendar days after the statement is mailed, transmitted or made available online. Page 18 of 115 Proposal to City of South San Francisco Page 24 Errors are researched thoroughly so appropriate adjustments can be applied to the account. Should there be a billing error and adjustments not completed prior to the direct debit, J.P. Morgan will post the difference between the original and corrected service charge as a separate transaction. Page 19 of 115 Proposal to City of South San Francisco Page 25 Tab F – ACH, Wire and Other Transfers (One page preferred.) Describe the bank’s on-line transfer service capability and what specifically is recommended for the City’s use and consideration. 1. Indicate what the funding requirement is for ACH payments and whether same-day payments are possible. In addition, indicate if it is possible to schedule payments in advance. Include deadlines for same and next day payments. Describe the acknowledgement you provide and timeline when (a) you receive file transmission, and (b) when a file transmission fails. Is there support available to assist if an electronic transfer fails? What are the customer service hours? Funding for ACH credits is required by 1:00 p.m. PT on the date of settlement, which is the Federal Reserve deadline for receipt of domestic wires. In its discretion, J.P. Morgan may require a customer to prefund the amount of ACH credit entries on the transmission date, or otherwise, prior to the settlement date. Same-day ACH: J.P. Morgan now offers same-day ACH. U.S. ACH credit transactions of $25,000 and under are eligible for same-day processing. Schedule Payments in Advance: The City will have the ability to schedule ACH payments in advance. For origination files received via direct transmission, the maximum retention time for future-date transactions is 90 days. ACH payments via ACCESS Online can be warehoused for up to 60 days in advance of the value date. Cutoff times are as follows: Client Initiation Method Next Day ACH Same Day ACH Direct Transmission1,2 7:00 p.m. PT 9:30 p.m. PT (prefund) & 10:15 a.m. PT ACH Payments via ACCESS Online1 7:00 p.m. PT 9:00 p.m. PT (prefund) & 10:00 a.m. PT ACCESS Host-to-Host Payments1 7:00 p.m. PT 9:00 p.m. PT (prefund) & 10:00 a.m. PT 1Same-day settlement will occur if both the debit and credit accounts are held at J.P. Morgan. Next-day settlement will occur when an involved account is not held at J.P. Morgan. ACH PPDs must be received two business days in advance. 2 If later deadlines are required, this should be discussed with your relationship team. Transmission Acknowledgements: To confirm the receipt of the City’s direct transmission files, the City may choose to receive any of the following confirmation files: x ACH File Receipt Notification Service is available to clients that provide J.P. Morgan with Direct Send ACH files and sends the City an email notification that their submitted ACH file was either successfully received by the ACH back office and validated, or rejected for further processing. Email notifications can be sent to a maximum of 10 corporate email addresses (personal email addresses are not supported) and does not include notification of successful ACH processing of client files. x The ACH Acknowledgement File automatically transmits a copy of the City’s original File Header (1) record and File Control (9) record; allowing the City to reconcile back to their original ACH file processing records. Page 20 of 115 Proposal to City of South San Francisco Page 26 x The ACH Companion (Mirror) File provides a complete copy of the original incoming ACH NACHA detail payment file received by J.P. Morgan. This re-confirms the individual payment instructions that will be processed and is often used as a reconcilement file. Any ACH rejects or returns will be reported back to the City within one to three business days. x The ACH Transaction Summary Report (Journal) is created post-processing and summarizes the settlement results and totals for either an individual file or for the entire business day. The report is sent to the City via secure email or direct transmission delivery and is provided within 90 minutes of receipt of the ACH initiation file. Item count and dollar amount are included in the acknowledgement. x ACH InfoDex offers the City a “hands-on” telephonic method to have authorized users securely verify and release ACH files. This is done by listening to the total dollar amount and number of items and approving that this information conforms to the City’s own records. J.P. Morgan recommends implementing auto-acknowledgements for receipts of the transmission. If the City fails to receive an acknowledgement within 15 minutes of the transmission, you should contact the bank’s Transmission Services Group for status and next steps. If the transmission fails, we will work with you to have the ACH or wire released in a timely manner, making sure adjustments will not need to be made to the account. ACH Operating Hours Monday-Friday Saturday Sunday Customer Service 4:00 a.m. to 4:00 p.m. PT Closed ACH Operations Center 4:00 am PT Monday to 11:00 p.m. PT Saturday 1:00 p.m. Sunday to 10:00 p.m. PT Monday ACH Transmission Services Group 12:00 p.m. PT Sunday to 12:00 a.m. PT Saturday ACH File Inputs Accepted 24 / 7 / 365 2. Confirm if the City has the ability to change, add or delete an item after transmitting ACH files. If yes, describe the procedure and cut-off times. The City can initiate online transaction deletions, reversals or reclamations in a secure manner, using eServe, the bank’s Internet-enabled client service tool, or by initiating requests via file transmission. You may delete an entire file by contacting your dedicated client service professional or the ACH Transmission Services Group by phone at (813) 432-3800. Using J.P. Morgan’s ACH File Warehouse service, the City can make modifications to transactions that have been sent to the bank but not released to the ACH operator. ACH File Warehouse provides the City with full, secure online access to delete and modify transactions – including dollar amount, account and routing numbers. The deadline is 1:00 p.m. PT, the day prior to settlement. J.P. Morgan will endeavor to delete a file or item prior to the bank releasing the file or item to the ACH network. According to NACHA rules, reversals must be made within five business days after the settlement of the original ACH entry. Page 21 of 115 Proposal to City of South San Francisco Page 27 3. Describe the bank’s online wire transfer capabilities and process for creating and approving new wire templates, modifying existing templates, and approving wire transfers. Indicate cut-off time (Pacific Standard Time) for initiating wire transfers to ensure same-day execution. We offer the City ACCESS Online to initiate wires in a secure online environment. ACCESS Online offers a complete range of funds transfer services with strict control over access to functions and accounts facilitating compliance with internal audit requirements, while enhancing security. Accounts can be held with J.P. Morgan or other financial institutions. ACCESS Online support U.S. dollar and multicurrency payments, using both predefined (repetitive) templates and free-form formats. Your authorized users will have the ability to create their own filters or templates with locked fields for added security. Our highly automated systems release transactions to the Fed minutes after input. The full wire execution and confirmation process, including release to the Fed, receipt of a Fed reference number and making this reference number available to the City, is completed within minutes of initiation — assuming that adequate balances are available in your account and the payment does not stop for OFAC review. Fed reference numbers are available in near real time after successful processing in eServe; it may take longer to view them in ACCESS Online. Payment/receipt processing operates from 6:00 p.m. PT each Sunday through 4:00 p.m. PT each Friday, excluding U.S. Federal holidays. By actively participating in the extended CHIPS and Fedwire operating hours, J.P. Morgan provides clients with generous cutoff times to enable same-day execution of their payment instructions. Type of Transfer via ACCESS Online Cutoff Times Fedwire 2:30 p.m. PT Book transfer/Internal 3:30 p.m. PT Drawdown (via Fedwire) 12:30 p.m. PT * Payments that require repair will have a cutoff time 30 minutes prior to the stated times above. Payment instructions received after cutoff times will be completed on a reasonable-effort basis. 4. Describe the financial institution’s incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your service. ACCESS Online saves you time by providing a standardized workflow across all payment types. ACCESS Online allows your authorized users to initiate and manage ACH, wire and account/book transfers from the same screen, in the same way. Following single sign-on with just a few clicks, your authorized users can make payments, create templates, view account balances and customize pages Page 22 of 115 Proposal to City of South San Francisco Page 28 Security: ACCESS Online allows complete flexibility for the City to designate the rights of each user on the platform, and provides comprehensive and configurable user entitlements, limits and approval workflow to provide optimal control. Available services accommodate a wide range of security options, including dual control among users and daily or transaction limits. Each user can be restricted by dollar amount and function. Dollar amounts may be either single transaction, daily aggregate or both. Additionally, ACCESS Online automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. At the point of release, the application requires that two unique users be involved in the payment life cycle, which includes the creation, approval and release of the payment, as well as the creation, approval and activation of any underlying template. Therefore, even if users have all three entitlements, they will still not be able to take all three actions on a payment on their own. By separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City’s security administrators are the only individuals able to assign users with transaction initiation privileges. For detailed information regarding ACCESS Online’s security measures, please refer to Appendix 4. 5. Provide a description or sample of the bank’s funds transfer agreement. How are authorization levels established for transfers? Pease refer to Tab Y – Relevant Contract, Cash Management Agreements and Statements for the banks sample agreements. The City’s security administrators have complete control over establishing user entitlements and authorization levels for all ACCESS Online services. 6. Is your bank both a sending and receiving bank of the National Automated Clearing House Association (NACHA)? J.P. Morgan is both a sending and receiving bank; and a member of NACHA. 7. Describe your file transmission options for electronic transfers. Indicate if there any restrictions on the software we should know about in order to prepare our payroll and vendor payments to be compatible with your direct deposit service. Confirm if transmissions can be initiated and monitored online. When it comes to exchanging ACH data files, you want a transmission delivery option that is fast and inexpensive. Our industry-leading ACH services offer two connectivity options: File Transfer Protocol (FTP) and Hypertext Protocol Secure (HTTPS). Both delivery methods use the Internet to make transferring files simple and secure without the added cost of proprietary software. Please refer to Tab O – Electronic Direct Payment Services for detailed information. The City will have the ability to initiate and monitor ACH transactions online. Page 23 of 115 Proposal to City of South San Francisco Page 29 8.Indicate assistance you provide in establishing a new ACH transmission. Confirm if access is provided to a database of ACH member institutions and ABA transit routing codes? A dedicated ACH implementation specialist will work side-by-side with the City personnel on setup. The City can access the complete database of ACH member institutions via eServe or directly from the Federal Reserve and is available free of charge. Additionally, the City can request a direct transmission of the database from J.P. Morgan for a nominal fee. 9.Describe your system security in general and explain how it will guard against unauthorized ACH debits to the City’s accounts. ACCESS Online’s multilayer security system was designed to protect privacy, preserve information integrity and maintain strong operational controls. The system deploys with two levels of security: Single sign-on with ID and password for access to the online portal and production functions that do not involve the initiation of value-bearing transactions. As well as digital signature authentication for access to functions involving value-bearing transactions or security activities, e.g. ACH, wires. This requires a SecurID token in addition to a user ID and password. For detailed information regarding ACCESS Online’s security measures, please refer to Appendix 4. To protect the City’s accounts from unauthorized ACH debits, we offer both ACH debit blocking and more specific ACH transaction review to help eliminate these risks and improve controls. 10.Articulate what safeguards and security measures does the bank have in place to protect the City, especially against unauthorized use of the system. Indicate whether there daily are limits on wire transfers? Helping the City prevent wire transfer fraud on your accounts is a high priority for J.P. Morgan. The wire transfer initiation service available through ACCESS Online has separation of duty entitlements, allowing the City to optionally require payment process approvals. Your security administrators configure security, product access and functionality. Using ACCESS Online’s Administration Approval Rules, the City can customize the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, as well as the order in which that review must occur. Elements of an approval rule are: payment type; payment creation method; accounts/account groups; templates; transaction amount limit; approval type (sequential or non-sequential); number, type and priority of approvers. Additionally, money-movement users are required to authenticate at both log-on and funds release via a RSA SecurID® one-time password (digital signature authentication). Transactions are signed using Portable Security Transaction Protocol (PSTP), a digital signing technology. PSTP not only authenticates a user’s “signature and identity, it also stores evidence of the transaction in a cryptographically protected log record. This log can be consulted later to verify that the transaction was sent by the originating user and received by the intended recipient. Daily Limits: As a security measure to help reduce losses associated with erroneous or unauthorized transactions, security administrators must establish maximum individual transaction and daily aggregate limits for all payment functions. Page 24 of 115 Proposal to City of South San Francisco Page 30 11.With regards to your ACH and wire services, describe the bank’s contingency plans in the event of a system failure and whether these services are available by means other than a computer system. Describe any backup processes if internet transmission lines are unavailable. Indicate if the City will be immediately notified of any changes or problems and the ability to re-send a file or delete a file. We have established policies and assigned responsibilities to verify that appropriate contingency plans are developed and maintained for each business area that supports ACCESS Online. The intent of these contingency plans is to support the continued operation of critical systems in the event of a disaster, emergency or other unforeseen events threatening interruption of these systems. ACH: If the City is unable to transmit your ACH data to the bank, you may contact your dedicated client service team and they may be able to provide a solution on a case-by-case basis. You may also contact our ACH Transmission Services Group by phone at (813) 432-3800. Wire: The bank will accept phone wires; however, please note this service must be set up prior to a disaster. A callback arrangement or test keys must be used for both repetitive and non- repetitive phone transfers. For all other services, J.P. Morgan can work with the City to determine the nature of the problem and advise accordingly. Communication: During a business disruption, it is imperative that we keep our clients informed on a regular basis. J.P. Morgan relies on both written and verbal communications to deliver timely information. Clients should expect similar communication mechanisms as utilized during normal business operations. 12.Please describe the bank’s electronic bill payment, e-payable, EFT, ACH services as they relate to Accounts Payable. To assist the City in reducing your costs of paper transactions, you can be confident that J.P. Morgan is at the leading edge in providing solutions to our clients and meeting their specific ACH disbursement needs. With the City’s volume of individual ACH debit and credit transactions, including your vendor payments, our ACH processing will efficiently accommodate the delivery of this volume without any problem. ACH initiation via ACCESS Online supports and maintains more than 140 pre-established templates for vendor payments, payroll, travel and entertainment reimbursements, federal and state taxes, corporation and consumer payments and collections. Please refer to Tab O – Electronic Direct Payment Services for detailed information. Page 25 of 115 Proposal to City of South San Francisco Page 31 Tab G – Deposit Transmittal Process (Two page maximum preferred.) The City currently utilizes an armored car service for 7 locations. The armored car picks up either 2 or 3 times per week. 1. Provide the cut-off times for deposits at the bank’s Processing Center to ensure same day credit. Indicate where the Processing Center/cash vault is located. We recommend the City utilize our Milpitas vault site. Cutoff times for the Milpitas vault is 8:00 p.m. PT for cash only deposits and 3:30 p.m. PT for mixed and check only deposits. 2. Provide the cut-off times for deposits at the bank’s local branch to ensure same day credit. Confirm if there is an additional charge for after banking hours processing fee. While we are recommending our vault services to the City, cutoff times at Chase branches vary by location and are normally between 5:00 and 6:00 p.m. For branch night drop deposits cutoff time is 7:30 a.m. with select branches offering a second opening in the early afternoon. Deposit cutoff times are clearly indicated on the face of each depository, as required by law. The City will have the ability to make smaller cash deposits through the depository vault (night depository) at commercially-enabled Chase branches. Smaller deposits are defined (per day, per branch) as: less than $10,000 in cash, maximum of 10 deposits, and a maximum of 100 checks per deposit. Please note that coin deposited at a branch must be in separate coin bags. There are no additional fees for after banking hours processing. For cash vault processing fees, please refer to the Analysis Pro Forma included in Tab W – Standard Bank Fee Schedule for Government/Corporate Client. 3. Confirm if there is a required deposit preparation for checks. Confirmed, there is a required deposit preparation for checks. 4. Describe the bank’s deposit requirements. Describe how the coin and currency deposits should be prepared. Can checks, currency and coin be included in the same deposit or are split deposits required? The required deposit bag is a tamper-evident, two-pouch, “cash and check” plastic security bag. One pouch is re-sealable, and the other is tamper-evident. One side of the bag must be clear to verify the contents, and the bag number must be barcoded on the outside of the bag. J.P. Morgan also requires the City to use disposable plastic coin bags for coin deposits greater than $10. The City will be provided with a number of materials, including deposit preparation procedures, during the initial implementation meeting. Checks, currency and coin can be included in the same deposit; however, separating checks from cash allows couriers to deliver the checks directly to the check-processing center to meet ledger cutoff and availability deadlines. Deposit deadlines are later for separate cash and check deposits than for mixed deposits. Separate bags also provide a security measure. They reduce the possibility of combining cash with checks and inadvertently sending cash to the check- processing center. Page 26 of 115 Proposal to City of South San Francisco Page 32 5.Describe in detail the bank's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? J.P. Morgan identifies all discrepancies. We internally manage adjustments in our vault below a predetermined sundry amount without posting the corrected entries and related fees to the City’s account. Branches process all client adjustments regardless of the dollar amount. Our standard practice is to credit the City for the dollar amount reflected on the deposit ticket or in the electronic file. If an adjustment is warranted once the deposit is verified, the adjustment amount is then posted to the City’s account. The standard delivery method for adjustment advices is the U.S. Postal Service. J.P. Morgan mails adjustment advices within one business day of verification. The bank mails the advice to the address listed on the deposit ticket. The location number can be included on the adjustment advice. J.P. Morgan also posts the adjustment as a deposit credit or debit adjustment to ACCESS Online information reporting and the bank statement with the dollar amount and location number whether the deposit is delivered to a vault or branch. Vault deposit adjustment advices also include the original deposit amount, original deposit date, processing vault ID and adjustment reason. 6.Describe the bank’s returned item handling and notification procedures. Is an automatic re-clearing option available? How long does it take for returned items to be sent to the City? Can the bank provide returned item information that references the City department that deposited it, i.e., by identification or location number? The bank can provide a variety of optional services to meet the City’s needs for handling return items, including automatically redepositing eligible checks returned for the first time. The City’s return item handling instructions are maintained within a comprehensive database at J.P. Morgan. The bank routes most returned items through the Federal Reserve System to regional return processing areas. After processing the City’s return items per your handling instructions, the return system generates a debit to the designated demand deposit account (DDA). The bank matches the actual return items to a return item advice and mails them to the DDA statement address via First Class U.S. mail. The return advice lists the dollar amount and the reason for return for each item. Additionally, ACCESS Online provides the City with next-day access to return and redeposit item information and images. The City is provided the location number for return item reporting if the deposit ticket includes the location number in the MICR line. 7.What is the bank’s procedure for ordering currency? Can currency delivery be coordinated with the scheduled armored car service? We offer the City our Web Currency Services, our online solution for your coin and currency needs. Available 24 hours a day, Web Currency Services is online real time with the bank’s nationwide vault network. Authorized users can log in and place coin and currency orders 24 hours a day and up to six months in advance. Authorized users may place orders on an individual order basis or establish a recurring standing order for preset days and amounts. Page 27 of 115 Proposal to City of South San Francisco Page 33 Orders placed prior to 1:00 p.m. PT will be available for armored car pick up by the end of the business day in the vault. Vault standing orders can be prepared for a predetermined amount and delivered on predetermined delivery days that you coordinate with your armored car service provider. We only release change orders to an approved armored car if they are picked up at one of the bank’s vaults. The City must contract with a local armored car to act as an agent to transport currency orders. You need to notify us of the specific armored car for each location. Currency- order delivery is based on armored car commitments. It is typically scheduled for the following day or within two or three days from when the currency order was picked up at the vault. 8. Does the bank offer electronic check conversion? Is there a charge for the scanning equipment? If you have this program, please describe the procedures and cost. The city currently does not use this process. Virtual Remit, one of J.P. Morgan’s remote deposit solutions, is an efficient and cost-effective electronic alternative to paper deposits. It is an end-to-end hardware, software and processing solution for eliminating paper check payments at branch locations, drop boxes, and internal retail and consumer lockboxes. To use Virtual Remit, the City needs a high-speed Internet connection, a desktop scanner and a Windows-based PC. Features include: x Virtual Remit accepts checks drawn only on U.S. financial institutions as well as business, government and consumer checks, U.S. Postal Money Orders, Western Union Money Orders, demand drafts, government warrants, etc. x The City scans images of checks and transmits them electronically to J.P. Morgan for clearing. x Transmissions are conducted through secure HTTP protocols employing 128-bit encryption. x The bank maintains check images in an archive for online access. Duplicates are detected when checks already scanned for deposit over 14 days are identified at scan time. The City can remove a suspected duplicate check from the deposit or choose to continue to deposit it. x J.P. Morgan provides same-day ledger credit for checks received by the deadline. Please refer to Tab V – Banking Services Fee Form for pricing and equipment costs. 9. Does the bank allow for the digitized storage and access to paid checks and statements? What security does the bank afford around these technologies? How long are they archived? The City will receive images of all on-us transactions (paid checks, deposit tickets, advices/adjustments) and ARP reports through ACCESS Online. Check images and ARP reports are stored for seven years (standard) with an option to extend retention up to ten years. Bank statements and account analysis statements are also available through ACCESS Online. The online portal stores historical statements for up to seven years for bank statements and thirteen months for account analysis statements. Page 28 of 115 Proposal to City of South San Francisco Page 34 The City can be confident that ACCESS Online’s multilayered security framework will protect the privacy and identity of users, while maximizing data and transaction integrity. 10. Describe the security for wires coming into the City. When a customer wires money to the City, will the City have to provide the customer both the City’s account number and routing number? Incoming wires with the correct wire instructions will be posted to the City’s account. The City will need to provide their customer with both the City’s account number and routing number for it to be credited. The City’s security is very important to us. In addition to all of the security measures in place on our service platforms, we have a number of fraud prevention options available to combat misuse of your account information. Your relationship team can work with you to find the right solutions. 11. Currently, an armor car picks up at 7 different address physical sites in South San Francisco: x Annex – 315 Maple Avenue; x Orange Avenue Library – 840 West Orange Avenue; x Joseph A. Fernekes Recreation Building – 781 Tennis Drive; x Fire Department Station 61 – 480 North Canal Street; x Municipal Services Building – 33 Arroyo Drive; x Finance Department – 400 Grand Avenue; and x Corporation Yard – 550 North Canal Street. Those collections are posted to the deposit account. The armor car costs are currently included in the banks client analysis. Can your bank provide the armor car service and include it on your bank’s client analysis statement? J.P. Morgan does not provide ground-based armored car services for the pickup and delivery of domestic paper check or cash deposits. The City should contract independently with an armored car. Fees for armored car services are not included on the account analysis statement. 12. Currently, we have location codes printed on each deposit ticket. When we run a previous day’s report, the deposit shows up on the report with a location code. This helps in reconciling from the bank to our books by department. Does your bank’s previous day’s report list deposits by location code? We can provide, and recommend the use of, deposit slips that are preprinted with a Unique Location ID (ULID) for each City location. With these deposit slips, deposit history information is sorted by account and ULID. Page 29 of 115 Proposal to City of South San Francisco Page 35 13.Currently for the deposit account, we download a monthly report that shows daily activity of deposits into Excel. This would be available at the end of the month. Can your bank provide similar reports that can be downloaded into Excel? We also download a monthly report that shows debit transactions such as wires and fees into Excel. This helps in doing our bank reconciliation. The City will have the ability to download monthly reports that show daily activity of deposits as well as debit transactions such as wires and fees into Excel with ACCESS Online. Several master reports form the foundation of ACCESS Online centralized reporting capability allowing your authorized users to create, customize and run up-to-the-minute reports on your accounts tailored to your specific needs. Reports include: Balance and Transactions Report, Checks Paid Report, Returns and Exceptions Report, Wire Detail Report, Payment and Template Reports. 14.Currently for the credit card account, we download a monthly report that shows detail credit card activity into Excel. Can your bank provide similar reports that can be downloaded into Excel? This helps in performing monthly bank reconciliation. The City will have the capability to download detailed credit card activity via our Merchant Services online portal in an Excel format and will also have the capability to download an Excel monthly report for the credit card account deposits via ACCESS Online. 15.Currently, we have a lockbox account for ambulance service provided by the city. We may need to have long term archival in the event we are audited by government agencies. How long can you archive digital deposit information? J.P. Morgan offers a long-term lockbox image archive where images are stored for 10 years. Please refer to Tab P – Lockbox Services for details. Page 30 of 115 Proposal to City of South San Francisco Page 36 Tab H – Account Reconcilement (Two page maximum preferred.) The City currently issues Accounts Payable and Payroll checks, as well as ACH Payroll transactions and A/P electronic funds transfers. See information in the attached December 2016 and March 2017 bank statements for monthly volume of these activities. The related accounts utilize full Account Reconcilement on-line reporting from the bank for items paid information. 1. Does the bank offer full Account Reconciliation services whereby “check issue” files that the City provides the bank via direct data transmission are used to generate a list of both paid and outstanding checks, generating a list of outstanding items for assisting with monthly bank reconciliation? If so, describe the services and what is recommended for the City’s consideration. J.P. Morgan offers and recommends the City our full reconciliation services. With full reconciliation we will provide the City outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). The City chooses how you wish to supply this data: in a file transmission, by upload or manual key entry to ACCESS Online, as warranted by the check activity in each account. With check issued data, J.P. Morgan will perform a full reconciliation of activity in the account, delivering a reconciliation report package online via ACCESS Online within five business days from the close of a cutoff cycle. The standard full reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. 2. Does the bank offer Positive Pay services whereby “check issue” files that the City provides the bank via direct data transmission are used to allow the bank to only pay checks listed in that “check issue” file, with exactly the same specifications as listed in the “check issue” file (amount, payee, serial number, etc.)? If so, describe the services and what is recommended for the City’s’ consideration. Also, are suspicious checks, or checks over a certain dollar amount referred to the City for approval? Describe the parameters and amounts that would trigger a City review for approval. As part of complete range of fraud prevention services, the bank offers and strongly recommends the City utilize our Internet-based positive pay, payee name and teller line verification services. Positive pay is one of the strongest defenses available to prevent check fraud. It enables the City to monitor and control the checks presented against your accounts so that only authorized items are paid. We will uncover any payments that do not match the issue file and flag them as exceptions. Exception items are available each morning via ACCESS Online for a pay or return decision by the City. Your authorized users will have the ability to view images of the exception items before authorizing payment. Maximum dollar exception service is offered in conjunction with our full reconciliation package, where items exceeding a pre-determined maximum dollar amount are reported as positive pay exceptions or automatically returned on non-positive pay accounts. Page 31 of 115 Proposal to City of South San Francisco Page 37 3. Following a successful submission of the Positive Pay data, can the bank accept subsequent add/delete data to become effective immediately for manual or void checks? The City can manually enter or upload files containing positive pay information, including voids/cancels and stop payment requests to update issue tables online using ACCESS Online. Our cutoff time for receiving transmitted files for issued checks, adds and deletes is 11:00 p.m. and 7:30 p.m. PT for receiving manual issues through ACCESS Online for that day’s effective date. 4. Describe the bank’s web-based services as they pertain to stop payments, copies of paid checks, ACH exceptions, and voided checks. How long do stop orders remain if effect? To streamline multiple disbursement functions into one application, ACCESS Online offers the City a complete suite of disbursement services allowing your authorized users to: place stop payments, view copies of paid and voided checks. ACCESS Online also provides you the ability to view ACH exceptions. Stop Payments: To streamline the City’s stop payment process, the bank offers stop payments online via ACCESS Online, either directly from within the “Stops” function or more efficiently by using the “Inquiry” function where the check numbers are validated against the issued items. ACCESS Online will search 90 days of transaction history to identify if the check has been paid (extended retention periods are available) for payment requests entered manually. If the record shows the check has been paid, the system will report the date the item was paid. The user can choose to continue to place the stop on the paid item. This could prevent a second item from being paid with the same check information. Once the stop payment is submitted, the system can provide confirmation online of successful placement of the stop payment request. The City can print or download details as needed. Furthermore, a stop payment activity report is available through ACCESS Online. The status of the item at the time the stop was placed is available on the activity report. Stop payment requests remain in effect for one year and are renewable for an additional six years. Image Access: The City will have online image history inquiry of your paid checks for seven years. The system provides an advanced upfront check search functionality that provides the City with the complete status of each check. You can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue date and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. ACH Exceptions: The City will have the ability to view ACH return items via the Return and Exception Report via ACCESS Online. J.P. Morgan helps provide complete and accurate data on each return by using key fields from the returned items to retrieve the original record sent to J.P. Morgan from a historical file. This file contains records for ACH transactions initiated in the past 15 months. Page 32 of 115 Proposal to City of South San Francisco Page 38 5. Describe the account reconciliation services offered by the financial institution. Our account reconciliation service simplifies and automates the City’s reconciliation and reporting process to save you the expense and time associated with the manual balancing of your bank statements. We offer a broad range of account reconcilement services – from robust reports with detailed information on all checks issued and posted to a simple listing of paid checks – that gives you fast access to account information and help protect the City from fraud. In addition to our full account reconciliation service, as described in response to requirement #1 above, the bank also offer partial reconciliation. Partial reconciliation provides the City with a detailed listing of checks paid against a disbursement account over a City-defined period of time. This service also details certain other categories, such as stopped checks. Checks are typically listed in check serial number sequence; with the amount and date each check was paid. The reports are available via ACCESS Online 6. What is the bank's policy regarding Daylight Overdrafts (DODs)? Is there a charge for DODs and if so, how is it calculated? Will the bank guarantee that all items drawn on City accounts be paid regardless of the balance in the funding account? What is the charge for covering these items? Be comprehensive in your response. Recognizing the City’s credit standing and reputation, an appropriate intraday credit limit will be made available to make sure your transactions flow smoothly and efficiently through our systems. This limit is electronically verified by our Funds Transfer Balance Control System. Payments made within the limit, plus the current cash position in your account, will instantly flow through to the appropriate execution mechanism. Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to your funds control officer in the Transaction Approval Group (TAG) for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. One important feature of our system is the ability to group designated accounts together into a single relationship for intraday credit purposes. This provides for the release of payments when the total balance and intraday limit in your grouped accounts is sufficient. Daylight or intra-day overdrafts will be paid without charge and are subject to J.P. Morgan’s credit approval process. End-of-day or inter-day overdrafts will be charged at J.P. Morgan prime + 3%. 7. Are images available online? For how long? How soon after a check has been cashed is the image available? How long is electronic archiving available and is there a fee for retrieving archived items? ACCESS Online provides online image history inquiry for seven years. Check images are typically available the same day checks are presented. Please refer to Tab V – Banking Services Fee Form for related fees. Page 33 of 115 Proposal to City of South San Francisco Page 39 8. In the case of stale dated checks, will the bank agree to not honor any checks that have been outstanding (based on the date of the check) for 180 days or more? The City can use J.P. Morgan’s stale-date feature to return checks that are presented for payment past a City-determined number of days from the issue date. Your account must be subscribed to positive pay and we must receive the issue record in advance of the check being presented for payment. For positive pay accounts, these checks appear as exceptions on the daily positive pay exception report, which allows the City to decide whether each item should be paid or returned. The City may also have the ACCESS Online system automatically return all items prior to having them reported for your review. Page 34 of 115 Proposal to City of South San Francisco Page 40 Tab I – Direct Deposit Relationship (One page preferred.) The City transacts with the State of California Local Agency Investment Fund (LAIF) and receives tax apportionments on a regular basis. 1. Is the bank an approved State of California depository? JPMorgan Chase Bank, N.A. is a qualified depository for public funds in California, showing our commitment to the State of California and to the unique needs of its counties, cities and municipalities. 2. What is the charge per transfer to LAIF? What is the charge per transfer from LAIF? The City will be assessed a $4.00 fee per transfer to and from LAIF. 3. Describe how the financial institution processes LAIF transfers and subvention payments from the State of California. Transfers to LAIF: Investment transfers to the State will be initiated by the City via ACCESS Online and posted to the State via wire transfer. J.P. Morgan works with government clients in the State of California to promote compliance with State procedures for LAIF investment transactions. Note that the following are general procedures, and that the City is encouraged to confirm with LAIF to be sure they are in receipt of contracted instructions specific to the City: x For same day transactions, LAIF must be contacted by 10:00 a.m. PT. x 15 total transactions per month are allowed, which include both deposits and withdrawals. x Transaction amounts should be in thousand dollar increments with a minimum of $5,000. x Withdrawals of $10 million or more require at least a one-day advance notice to LAIF. x Future-dated transactions can be requested up to 10 calendar days in advance. x Verbal acknowledgment must be initiated by authorized the City personnel prior to funds transfer. x LAIF Online is being rolled out to participants through late 2017. Transfers from LAIF: Investment transfers from the State will be initiated by the City via LAIF by phone or, when available, online, and posted directly through J.P. Morgan into your designated account. Tax Apportionments: Tax apportionments typically originate from the State Controller’s Office. We recommend that the City use the EFT form located on the State Controllers “Apportionment” website tab to receive future payments via EFT. 4. Does the bank have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer’s Office and the State Controller’s Office? Yes, J.P. Morgan has an office in Sacramento with a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office. Page 35 of 115 Proposal to City of South San Francisco Page 41 Tab J – Direct Deposit of Payroll (Two page maximum preferred.) Direct Deposit of Payroll is currently in place with a majority of the City’s employees participating. The payroll files are transmitted bi-weekly for payroll. Refer to the attached bank statements for a monthly snapshot of the volume of activity. 1.Describe the bank's procedure in detail for receiving electronic payroll data. One or two days in advance of the designated payday, the City will send the bank a file containing the total amount to be paid electronically to your employees’ designated accounts. The offsetting amount will be charged to your designated account at J.P. Morgan on the day-of- settlement (payday). x For larger volume transactions, we recommend the City use direct transmission. You will create a transaction file in standard NACHA format using industry standard applications. You will then transmit the file to the bank through a common protocol such as FTP. The transmission is encrypted and sent to the bank for final ACH processing. x Lower volume ACH transactions can be performed using ACCESS Online. Using ACCESS Online, the City’s authorized users will be able to enter the required ACH payment details in the fields provided. 2.What are the transmission deadlines for Direct Deposit ACH files? When (day and time) does the bank need the file from the City, and when specifically are funds debited from the City’s account? The City can supply prearranged payment and deposit (PPD) files for-next day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to J.P. Morgan by 7:00 p.m. PT two business days prior to the settlement date. The file will be processed at the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees’ accounts by open of business on payday. The funds are debited from the City’s account at J.P. Morgan on the day-of- settlement (payday). 3.Detail the bank’s back-up plans for data transmissions. The City requires immediate notification of any changes or problems and the ability to re-send a file or to delete a file. As an alternative, the City may initiate your payroll via wires with ACCESS Online either manually or through a file import. The bank recommends implementing auto-acknowledgements for receipts of the transmission. If the City fails to receive an acknowledgement within 15 minutes of the transmission, you should contact the bank’s Transmission Services Group for status and next steps. If the transmission fails, we will work with you to have the ACH or wire released in a timely manner, making sure adjustments will not need to be made to the account. Page 36 of 115 Proposal to City of South San Francisco Page 42 4. What screening measures does the bank use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.? Although it is not required by NACHA, J.P. Morgan recommends pre-notifications if the City has the time to respond to corrections or returns generated by a notification of change and correct the information prior to the first payment. While J.P. Morgan recommends pre-notes at least three banking days prior to live-dollar origination, the bank can accommodate most timing scenarios. Page 37 of 115 Proposal to City of South San Francisco Page 43 Tab K – Payroll Tax Processing (One page preferred.) Currently, the city transmits payroll taxes via the IRS and California EDD website so that payroll taxes can be pulled from our bank account. 1. If the City uses your services for making tax payment, do you guarantee the timing of the payment? Describe the process and cost for this service. J.P. Morgan supports the ability to originate a full range of U.S. ACH transactions and related remittance data including the TXP-formatted CCD+ transaction for tax payments. Pay federal, state and municipal business taxes electronically via the Internet or phone. The City can streamline tax payment initiation activities and remain fully compliant with mandates for electronic filing – all without giving the government access to account numbers or funds. In addition, J.P. Morgan provides payment initiation services through ACCESS Online, our browser-based application. ACCESS Online contains ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions and/or formatting changes are made by the taxing authority. J.P. Morgan also offers repetitive and free-form funds transfer (wire) payments that may be used to create federal and state tax payment transactions. Please refer to Tab V – Banking Services Fee Form for pricing information. Page 38 of 115 Proposal to City of South San Francisco Page 44 Tab L – Overnight Sweep (One page preferred, plus prospectus.) The City utilizes an automatic, overnight Sweep so we can earn interest. 1. Describe the overnight sweep account offered by the financial institution including overnight investment options available to maximize the City’s potential earnings. As a leading liquidity solutions provider, J.P. Morgan offers an extensive array of automated intraday and end-of-day investment sweeps to help the City efficiently invest account balances, maintain full intraday liquidity and meet investment guidelines. 2. Is the bank’s sweep an end-of-day or intra-day sweep? J.P. Morgan offers both end-of-day investment sweep and intraday investment sweep. 3. What sweep investments or funds are available for public funds clients? Does the fund meet the California Government Code for allowable investments? J.P. Morgan offers various investment options that meet the California Government Code and are available for our public funds clients. J.P. Morgan suggests that the City invest in our Money Market Fund options for investing public funds. For fund information and related prospectus, please visit our website at www.jpmgloballiquidity.com/us/viewproducts. 4. What is the size of the sweep fund(s)? Provide a prospectus and sample financial statements on the fund(s). Please visit our website at www.jpmgloballiquidity.com/us/viewproducts for fund information and related prospectus. 5. What are the costs associated with sweep (monthly maintenance, set-up charges, fund expenses, transaction fees, etc.)? Please visit our website at www.jpmgloballiquidity.com/us/viewproducts for costs associated with our investment sweep options. Additionally, J.P. Morgan also charges a monthly investment sweep fee through analysis that will be provided at no cost to the City. 6. Provide historical rates on your sweep fund(s) for the past 12 months (April 2016 to March 2017). Please visit our website at www.jpmgloballiquidity.com/us/viewproducts for historical rate information. Page 39 of 115 Proposal to City of South San Francisco Page 45 Tab M – Balance & Detail Reporting (One page, plus sample reports.) The City currently utilizes web-based reporting (Treasury Information Reporting). The City uses previous day composite and intraday reports to reconcile activity from our books to the bank. 1. Describe the bank’s on-line information reporting system including cost of web-based reports. The City may request a demonstration of your on-line system. The City can count on ACCESS Online for all of your information reporting needs. Whether your cash is in one or multiple accounts held by J.P. Morgan or other financial institutions ACCESS Online puts critical cash management infor mation at your fingertips in a secure, online environment, with the unparalleled experience of J.P. Morgan at your service. ACCESS Online provides you the ability to access prior day information with current day information being available at no additional cost. ACCESS Online is a highly intuitive and easy-to-use cash management solution that seamlessly integrates more than 90 treasury services product applications including balance reporting, ACH, wires, positive pay, stop payments, and more, through a secure portal using a single authentication process. The City can count on ACCESS Online’s multilayer security to protect privacy, preserve information integrity and maintain strong operational controls. For more information, online tours and videos of our ACCESS Online products and services described in this response, visit: http://www.jpmorgan.com/treasury/jpm_access/index.html. We would be happy to provide demonstrations, upon request. Please refer to Tab V – Banking Services Fee Form and our pricing pro forma included in Tab W for costs related to our online information reporting system. 2. Can reports be custom-tailored for the end-user and downloadable into Excel? The City can create and save customized reports through a set of filter criteria, e.g., date range, accounts, reference numbers, check numbers, transaction types, etc. that can be downloaded into Excel. Several master reports form the foundation of ACCESS Online centralized reporting capability allowing your authorized users to create, customize and run up-to-the-minute reports on your accounts tailored to your specific needs. Reports include: Balance and Transactions Report, Checks Paid Report, Returns and Exceptions Report, Wire Detail Report, Payment and Template Reports. A variety of filters can be employed to pinpoint desired transactions for enhanced data management. 3. Can the City obtain current day (intra day) information? If so, describe the service. Current day information, which is the reporting of memo-posted transactions, is available throughout the day as the transactions complete on processing applications such as lockbox, wire, ACH, returns and DDA. Current day information generally is available within five minutes of receipt or completion. Page 40 of 115 Proposal to City of South San Francisco Page 46 J.P. Morgan provides updates throughout the business day for established accounts. Current- day information is available based on the operating area of the bank for funds transfer, letters of credit, securities and deposit transactions. 4. What are the computer hardware and software specifications for the bank’s on-line system? Please refer to Appendix 5 for hardware and software specifications. 5. Provide a sample of prior day and intra-day reports that would be the best example of the system’s capabilities. Include the reports in this section. The City’s authorized users will have access to useful information 24 hours a day, seven days a week that can aid in the planning, funding and investment strategies including, top-line summaries, detailed transaction records and historical reports for up to two years. Authorized users will have the ability to view, print and/or export information on a daily or specified date range of activity including ACH, wire transfers, checks and statements. ACCESS Online provides the City a powerful, easy to use reporting tool Figure 2 Please refer to the ACCESS Online Sample Reports Guide included in Appendix 6. 6. Can the bank provide credit or deposit information by location or identifier number (i.e. by department) as part of these reports? ACCESS Online Reports allows the City to create deposit detail reports itemizing the City’s deposits by a unique location identifier (ULID). Users can select daily, weekly, monthly, or customized date ranges with totals for each ULID location over the timeframe selected. Page 41 of 115 Proposal to City of South San Francisco Page 47 7. What is the bank's contingency plan for providing this information in the event of unexpected bank systems problems or natural disasters? Our client service and technical support teams monitor a number of indicators to measure network availability. Statistics are gathered monthly and reported quarterly on both portal availability and application availability on the portal. In 2016, ACCESS Online uptime was 99.90%. Should a prolonged outage occur the ACCESS Online home page will provide a broadcast message on access and data availability. In addition, your dedicated client service professional team may also notify you regarding any delays and assist you in obtaining account balance information and initiate fund transfer transactions. 8. What other on-line or Internet based systems are currently available to customers? In addition to the online functionality, ACCESS Online offers Mobile, Insight and Host-to-Host channels designed to save treasury professionals time by integrating everything needed in one place. x ACCESS Mobile: enables your authorized users to log on to ACCESS Online on the move. Your authorized users can use our app on a smartphone or table (Apple iOS 7.0 or later, Android 4.4 or later). x ACCESS Insight: Monitoring daily cash flow is a challenge, but ACCESS Insight makes the process more efficient, flexible and accurate. x ACCESS Host-to-Host: provides a suite of secure and flexible transmission, transaction initiation and reporting solutions. For detailed information regarding these additional ACCESS Channels, please refer to Appendix 7. Page 42 of 115 Proposal to City of South San Francisco Page 54 Tab O – Electronic Direct Payment Services (Two page maximum preferred.) 1. Thoroughly describe the bank's electronic bill payment, EFT and ACH services. Does the bank offer both ACH debit and credit programs as part of this service? For the City’s electronic direct payment needs, you can count on J.P. Morgan’s experience and capability in handling all of your ACH debit and credit needs. Based on the City’s operational requirements, we recommend: x ACCESS Online for lower volume transaction files. ACCESS Online is a fully integrated, browser-based platform that provides easy-to-use applications for all of your information, compliance and portfolio management needs. x The secure file transfer protocol (SFTP) transmission method for large batch origination. ACCESS Online The City can create templates to support a complete menu of U.S. ACH transactions, with all template information stored securely with J.P. Morgan. ACCESS Online supports and maintains more than 140 pre-established templates, among them include: x Consumer payments x Cash concentration x Consumer collections x Cash disbursements x Payroll payments x Federal, state and municipal payments x Corporate/vendor payments x Child support payments x Corporate/vendor collections x Transactions to fund other J.P. Morgan accounts on a same-day basis Transactions based on templates or entered in free-form mode are created by the City, then batched, approved and released for processing. ACH files generated through ACCESS Online are retrieved and processed several times each business day for next-day processing. For non- repetitive payment, free form ACH payments also can be created without the need to establish a stored template. ACH NACHA File Format This automated interface for easy upload of NACHA-formatted files offers the City: x Future-dated warehousing of up to 60 calendar days. x Ability to create settlement offset at transaction level or batch level. x Next-day settlement option for transfers to/from J.P. Morgan accounts. x Option to create addendum record for all payments. Page 43 of 115 Proposal to City of South San Francisco Page 55 Originating Large Volume ACH Transactions via Batch File Transmission x Using any one of industry standard NACHA file formats (e.g., ARC, CCD or PPD), the City sends the file to J.P. Morgan through a common protocol, such as secure file transfer protocol (SFTP). x The transmission is encrypted and sent to J.P. Morgan for final ACH processing. x Regular commercial payments to vendors can be submitted on the business day prior to the value date. The City can also warehouse ACH payments for up to 90 days in advance of the value date for direct. x Once received, J.P. Morgan's ACH system helps bolster data integrity and file edit checks to identify potential duplicate files. x The bank provides a transaction journal within two hours of receipt of ACH file initiation transmission, including item count and dollar amount. x J.P. Morgan will maintain an Internet-facing SFTP server and will create a "drop box" directory on the server for the City. The server will be mirrored for disaster recovery. x The City will be issued a logon and password that gives you access to the directory. x For inbound data, the City can push files to the directory. The City is responsible for initiating the SFTP session to push and pull data files. x J.P. Morgan offers a file delivery solution that allows the City to send and receive ACH files using SSL session encryption, browser-based file exchange (HTTPS), SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). x These delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation. x Additional file transfer solutions, such as VAN (virtual area network) and VPN (virtual private network), are supported. The bank recommends submitting large batch files containing any consumer credits at least two business days prior to the settlement date. The bank accepts future-dated large batch files containing consumer credits. These should be submitted at least two business days prior to the settlement date. The City can also send same day ACH credits. All ACH credit transactions, except for international transactions (IATs) and transactions above $25,000 will be eligible for same-day processing. All data received after 11:00 a.m. PT is ineligible for same-day. 2. What hardware, software, and special programming are required for the implementation of an ACH credit program for payments to City vendors? There is no special programming required to use J.P. Morgan’s ACH services. Both delivery methods use the Internet to make transferring files simple and secure without the added cost of proprietary software. Please refer to Appendix 5 for ACCESS Online hardware and software requirements. 3. Detail all costs associated with ACH for a vendor payment program. Please refer to Tab V – Banking Services Fee Form for the related ACH costs. Page 44 of 115 Proposal to City of South San Francisco Page 56 4. Detail all costs and processes for auto draft (automatic payment deductions). With J.P. Morgan’s Corporate and Consumer Collection Services, the City’s customers and vendors authorize the collection of funds from designated accounts whenever a payment is due. Please refer to Tab V – Banking Services Fee Form for costs. Page 45 of 115 Proposal to City of South San Francisco Page 57 Tab P – Lockbox Services (One page maximum preferred.) 1. The City has a lockbox for ambulance services. We require long archival services just in case we are audited by government agencies. How long can you archive records? We offer a full range of lockbox services that will allow the City to streamline your ambulance services remittance processing and accelerate your revenue stream with a fast, cost-efficient, around-the-clock lockbox solution. We own and operate our own nationwide wholesale lockbox network of processing sites to offer the City fully automated wholesale and scannable wholesale as well as economy lockbox services. Our centers are full-service processing facilities operated solely by the bank. We offer optimal availability, funds concentration and full information reporting. We recommend the Pasadena site for the City’s lockbox needs. The City will authorize us to collect, process, deposit and report remittances mailed to a U.S. post office box in the City’s name. Payments are processed according to the City’s specifications on the same day as they are received. The City can receive images of checks and front-side images of remittance documents including invoices and correspondence via Receivables Edge. Duplex imaging (front and back) of remittance documents is available as an option. Images are available on a next-day basis and are stored and accessible online for 10 years. Receivables Edge is an Internet-based service that provides electronic images of checks and remittance documents to the City. Through this single portal, the City can access images and information related to payments received in your J.P. Morgan lockboxes as well as electronic payments received via ACH or Fedwire. Easy navigation, advanced queries, payment alerts and workflow tools give your accounts receivable, credit and client service staff the ability to make informed business decisions quickly without handling paper documents. Page 46 of 115 Proposal to City of South San Francisco Page 58 Tab Q – Conversion Plan (Two page maximum preferred.) 1. Describe the overall plan your financial institution would coordinate to ensure a smooth transition from current provider. Among the qualities that differentiate J.P. Morgan are excellent implementation project management and the delivery of exemplary client service. We recognize the critical components necessary for a successful and smooth transition. Our project management methodology is designed to build a strong understanding of your objectives. The City will be assigned a dedicated implementation project manager who will serve as your primary point of contact and is responsible for coordinating the implementation of your services. Your implementation project manager is also the contact between all levels of the City’s staff (e.g. management, users, technical staff and external partners) and J.P. Morgan. Your implementation project manager will work with your staff to validate the requested solutions, establish timelines for implementation, and then coordinate with the necessary teams across both organizations to complete the setup. All key tasks, assignments and time frames are documented and shared with all project team members. Subsequent meetings will be scheduled to track and support the progress of the implementation. The City decides how often these meetings are held. We recommend meeting weekly for complex implementations. From the moment you award the contract to J.P. Morgan our commitment is to integrate our products and services into the City’s organization smoothly and efficiently. We are committed to: x Clearly understanding your product and service requests x Serving as your primary point of contact throughout the implementation process x Developing clear implementation plans and goals for product start-up x Coordinating the setup and installation of our products x Earning your satisfaction throughout the implementation process 2. Identify each of the systems for which the City would need training. Describe the on- site training to the City’s staff for the operation and use of these services and automated systems. Your dedicated implementation project manager will work with you and internal partners as needed to determine the appropriate training needed for each area of the implementation and coordinate scheduling. Comprehensive, customized training is provided as part of the on- boarding process for the City’s security administrators and users. We offer the City a variety of methods for training without any cost to you, such as webinars, phone and short step-by-step prerecorded videos. There is self-paced training available via ACCESS Online’s Community and Academy that users may take at any time. On-site training can also be arranged if required. Page 47 of 115 Proposal to City of South San Francisco Page 59 Our objective is for you to fully understand our products so you can take complete advantage of their benefits and features. 3. Provide a time line schedule and applicable charges for the conversion plan. A sample timeline schedule is included in Appendix 9. Please note, actual timelines and resources will be outlined once the scope of work has been completed. Your implementation project manager will provide you with a project plan that will be very specific to each service being implemented. It will also identify responsibilities for tracking throughout implementation. Please refer to Tab V – Banking Services Fee Form and our pricing pro forma included in Tab W for costs related to implementation of the transition. Page 48 of 115 Proposal to City of South San Francisco Page 60 Tab R – Security of On Line Data (One page maximum preferred.) All of the following must be addressed: 1. Describe the structure of your On Line Security/Fraud Division. The IT Risk & Security Management (ITRSM) organization is responsible for governance and oversight of the firm's Information Security Program which is designed to: x Ensure the security and confidentiality of customer and employee information x Protect against anticipated threats or risks to the security or integrity of such information x Protect against unauthorized access to, or use of, such information that could result in harm or inconvenience to any customer or employee x Ensure the proper storage, transport and disposal of customer and employee information x Help employees understand their responsibilities with respect to the protection of customer information and security of our systems x Require that our key third-party service providers adhere to specific security policies and standards, as well as regulatory obligations as applicable x Adhere to all customer notification and restitution requirements regarding information protection 2. How many staff are employed in this division? There are about 1,000 employees in the Global Cybersecurity organization. 3. What is the length of employment of these personnel? The length of employment of these employees ranges from months to several years. 4. How much depth is there in the event of staff vacancy? Our staffing philosophy is designed to ensure adequate coverage in the event of unexpected vacancies. 5. What screening has been done for these personnel? Firm Access performs appropriate background checking and screening of new employees. Employees are granted access rights to systems necessary to perform their job responsibilities. Users are granted minimum access rights necessary to perform their job functions. Employees are trained on their security roles and responsibilities. Periodic security awareness messages are communicated to users to educate and strengthen compliance with policy. Firm Access follows the same controls/procedures with third party vendors and consultants around background checks and pre-employment process requirements). Not treated any different than employees would be. The third party vendors are under contractual obligations to follow our procedures. Page 49 of 115 Proposal to City of South San Francisco Page 61 6. What type of training are they required to attend? The firm has an Information Security training program in place to ensure employees and contractors are aware of requirements. Testing to ensure awareness is part of the testing program. If a firm employee or contractor fails the automated test at the end of required training, a report is escalated to their line manager for appropriate follow up. 7. Describe any outside consulting/auditing services that the bank contracts to test the integrity of the bank’s systems. Firm Audit uses a risk-based audit approach designed to ensure an appropriate mix of audit coverage focused on key risks and controls of each business. Auditing of the technology controls is performed either through Information Technology (IT) stand-alone audits of specific applications, IT processes, or infrastructure components (e.g. data centers, networks) or as part of the integrated audits that cover business processes in conjunction with one or more application systems or technology-related components utilized by the business. The firm has specialized teams within the Audit group allowing for coverage of different aspects of the IT environment. Audit results are confidential and proprietary to the firm and not for public disclosure. External audits such as SOC/SSAE 16/ ISAE 3402 reviews are conducted where appropriate. Page 50 of 115 Proposal to City of South San Francisco Page 62 Tab S – Service Enhancements (One page maximum preferred.) Based on the information provided in the RFP and your bank’s knowledge of the public sector, describe any services or technological enhancements, not previously mentioned, that may be considered for further improving the effectiveness of the City’s monetary management operations. We offer the City the following services to augment and complement the requirements included in the RFP. This is incremental to the solutions presented in the body of our response. x ACCESS Online – Free Products and Services x Corporate Quick Pay x Corporate Quick Collect x Same-day ACH x Virtual Reference Number ACCESS Online Free Products and Services J.P. Morgan strongly believes in delivering value without charging clients additional costs to use our services: Alerts x Event notifications, including Payment Needs Repair, Transaction Completed, Balance Threshold, User Pending Approval, and many more (over 50) to help manage your accounts. J.P. Morgan ACCESS Insight x An integrated cash management tool using Microsoft Excel. x It allows ACCESS Online users to auto-populate their own spreadsheets with balances and transactions, as well as initiate payments from their spreadsheets. J.P. Morgan ACCESS eServe for Wires x Provides seven years of wire details for both incoming and outgoing wires, at no additional cost. J.P. Morgan ACCESS eServe for ACH x Offers 15 months of historical ACH transaction information on all ACH- originated payments. ACCESS Mobile x Provides authorized ACCESS Online users with mobile access to account activity, the ability to approve and release wire payments, the ability to manually add check issue or cancel records, and most recently the ability to decision positive pay exceptions. x The mobile app uses voice recognition as part of the authentication process, eliminating the need for a token. J.P. Morgan ACCESS Support x The City is invited to join training webinars on ACCESS Online. Our webinars are live facilitator-led web conferences that include question and answer sessions that allow full participation between the audience and the presenter. x You can register for training webinars via ACCESS Online Support. Online Bank Statements x Provides retention for seven years of bank statements, at no cost. ACH Debit Block Email Notification x Email notification accessible via smart phone. x When a payment is returned as a result of a debit block, J.P. Morgan will send an email notification of the incident, allowing users to proactively contact their own customers. File Management x Email notifications provide up-to-the-minute status on receipt, delivery, availability, or failure of a file transmission. Page 51 of 115 Proposal to City of South San Francisco Page 63 Corporate Quick Pay J.P. Morgan has introduced Corporate Quick Pay, a new mobile and web-based payment solution that allows your customers to accept payments via email. This innovative solution not only makes accepting payments easier for your customers, but it is more efficient for the City as well. The Corporate Quick Pay solution: x Makes Migration to Electronic Easy: Corporate Quick Pay overcomes customer account and remittance data constraints the City may face when the migration from check to electronic forms of payment takes place. x Delivers Economic Value: the City can reduce the total cost of payments by settling via Automated Clearing House (ACH). You simply supply J.P. Morgan with the customer’s email address, payment amount, name and desired remittance data on Quick Pay Central via online entry, file upload or direct transmission. Corporate Quick Pay then generates an email for the customer to accept the payment for deposit into their personal bank account. Enrollment is easy. Your customer creates a profile on Chase Payments that will be used to accept future payments from the City or any other payer using Corporate Quick Pay into that customer’s personal bank account. This provides a better and quicker experience for your customers, allowing them to accept a payment without having to provide bank account information each time. In addition to sending an email notification to your customer to accept a payment, J.P. Morgan has enhanced our Corporate Quick Pay solution with text messaging this year. Corporate Quick Collect J.P. Morgan’s Corporate Quick Collect is a mobile and web-based solution enabling you to request electronic payments from your customers using their email address. You can initiate requests through online manual entry, file upload or transmission. Accepted requests are processed from your customer’s bank account at any U.S. financial institution as quickly as the next business day. Corporate Quick Collect allows the City to save time and reduce total processing costs for low-frequency collections, while improving payment security. You can also generate four types of on-demand reports using the administration portal. The solution can easily integrate into the City’s existing corporate payment platforms, making reconciliation simple and efficient. Corporate Quick Collect is expected to be available later in 2017. Please note that product availability, features and functionality are subject to change. Page 52 of 115 Proposal to City of South San Francisco Page 64 Same-day ACH J.P. Morgan is highly engaged with NACHA and the ACH industry. Together with The Clearing House and other key NACHA members, J.P. Morgan worked to design, develop and champion the recently approved same-day ACH rule change. With same-day ACH, all receiving financial institutions are required to provide same-day settlement of ACH transactions for their consumer and corporate clients. The rule is being introduced in phases, enabling financial institutions and other stakeholders to improve capabilities and adjust to the faster payment speed. In Phase 1, which began in September 2016, ACH credit transactions of $25,000 and under became eligible for same-day processing. This allows for payroll, bill payments, person-to-person payments and other types of credit transactions to be processed faster. In September 2017, the second phase will include ACH debit payments, affecting consumer bill payments for items like mortgages and credit card payments. The last phase, to be introduced in March 2018, requires funds availability earlier in the day. J.P. Morgan ACH originators will automatically be enabled to initiate same-day transactions by using the Effective Entry Date within the batch header record on the ACH File; an opt-out process is available for clients who do not want same-day processing. Additional fees are charged for off-us same-day ACH origination. All data received after 11:00 a.m. PT is ineligible for same-day. Note: Transactions above $25,000 and IAT (cross-border ACH) transactions are not eligible for same-day ACH. The $25,000 per transaction limit is in effect for all three phases of the implementation, but will be reexamined by NACHA following the completed rollout of same-day ACH. Virtual Reference Number J.P. Morgan’s Virtual Reference Number solution allows the City to further increase the efficiency of your receivable reconciliation and cash application processes. By providing the capability to effectively track each incoming electronic transaction by uniquely identifying the remitter, you can reconcile receivables almost immediately. A Virtual Reference Number solution can help alleviate the following common payment challenges: x Payers making one payment for multiple invoices x Payers making partial payments for one invoice x Incomplete information given for payments received Our Virtual Reference Number solution enables the City to manage your portfolio of receivables by allotting unique identifiers, also known as Virtual Reference Numbers (VRN), to each of your payers. Electronic receipts are paid quoting these unique VRNs, which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear identification of your payers without the onerous task of manual reconciliation. Page 53 of 115 Proposal to City of South San Francisco Page 65 How it Works We provide the City a range of unique reference numbers you can assign to each of your payers. After you assign a VRN to each of your payers, each payer's VRN becomes a unique identifier. Your customers quote the VRN in place of the City’s current account number to be credited when they make the payment to the City. All payments are automatically credited to a single operating account held with J.P. Morgan by the relevant City entity. Each credit contains the associated reference number so that it can be easily identified and applied to your specific customers. The City can access the VRN in the transaction postings to your account. Reference numbers are reported on standard reports via ACCESS Online, Host-to-Host solutions and Receivables Edge. Being that VRNs are not actual accounts, there is no individual account needed for each VRN account. Furthermore, providing payers with reference numbers to use on their payments instead of your bank account number helps reduce the opportunity for fraudulent activity on your account. Page 54 of 115 Proposal to City of South San Francisco Page 66 Tab T – Business Continuity Plan (One page maximum preferred.) The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. 1. Describe in detail, the bank’s compliance with state and federal regulations pertaining to this area. As an integral part of normal business operations within J.P. Morgan, every manager in the firm is responsible for developing and maintaining resiliency plans as part of the firm wide Resiliency Management Program, part of the firm's Global Resiliency and Information Technology Risk Management department. Resiliency activities of J.P. Morgan must comply with and are governed by several agencies that have laws, rules and regulations. Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the Office of the Comptroller of the Currency, the Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System and regulatory agencies within the different geographic regions. Resiliency planning is also commonly referred to by terms within the industry as business continuity, disaster recovery and contingency planning; they all represent the process whereby financial institutions ensure the maintenance or recovery of operations and service to their clients. Resiliency plans must explicitly address the business, operations and technology components of a business process, including those critical processes and functions provided by outside service providers and industry utilities. Contingency locations are an integral part of resiliency planning. In combination with the firm's testing program the locations ensure that the business resiliency plans remain accurate, relevant and operable to minimize disruption to our clients. Critical resiliency plans are tested annually, at a minimum, to verify the effectiveness of alternate locations and to demonstrate that the plans remain accurate and executable. J.P. Morgan’s resiliency plans are subject to reviews by J.P. Morgan’s Internal Audit Department and the Resiliency Risk Management group, which acts as the firm’s governing body for Business Resiliency measures. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, Risk Management and division executive for review. The firm's Board of Directors reviews the status of the overall resiliency program on an annual basis. J.P. Morgan’s exercises commercially reasonable efforts to ensure that the firm meets our obligations to you and to all of our clients. The firm's resiliency program provides comprehensive business impact analysis, risk assessment, resiliency planning and testing to ensure we can manage our risk and our clients risk within a reasonable time period. A summary overview of J.P. Morgan’s CIB business resiliency planning is provided for your review in Appendix 10. If you require more detail regarding our business resiliency planning methodology, we will be pleased to arrange a meeting for you with members of our business resiliency staff. Page 55 of 115 Proposal to City of South San Francisco Page 67 2. Describe testing of core service applications and system that assure information backup, anti-intrusion, and other privacy requirements. Critical resiliency plans are tested annually or when there are significant changes in the environment. The level of testing is determined by the RTO (Recovery Time Objective) of the business function it supports. Any issues that arise during testing are addressed and resolved, and retested where necessary, prior to the end of the test or within an appropriate timeframe. 3. Describe operational diversification and geographic dispersal of service centers. J.P. Morgan’s global footprint provides built-in redundancy for many core processing, operations and service delivery functions. J.P. Morgan has strategically located data centers and operation centers throughout the world. This geographic distribution helps to reduce the impact of a local disruption on our business. Each location has at least one defined and tested recovery site with connectivity to applications and a tested plan for relocating to the alternate site and resuming business. Further minimizing the likelihood of a full-scale business disruption, J.P. Morgan’s data centers and data storage procedures have been designed to minimize the likelihood of a disruption in the event of a disaster: x Data centers have on-site backup processing resources to address local equipment issues. x Data centers and major operations facilities are designed to receive electrical power from two separate substations and are also equipped with backup power generation and surge suppression systems. x Buildings feature stringent physical security, using highly sophisticated systems to prevent against and detect fire, smoke, water and intrusion. These measures help to reduce the risk and minimize the consequences of these events. Each building is secured, requiring electronic ID cards for access. In addition, a trained and equipped security staff provides 24-hour coverage. x In major facilities, telephone service is delivered from two separate switching stations and delivered to the building so that an interruption to one of the switching stations would not affect the entire building’s workspace. J.P. Morgan maintains a proprietary telecommunications network across our global operating facilities and data centers, which is designed to maintain communications in the event of a disaster. We have redundant components for each connection (e.g., routers, switches, etc.) which allow us to immediately correct device failures. We have configured our network with multiple diversely routed paths that allow us to re-direct traffic in the event of a disruption. This enables us to revert to additional options in the event of a provider outage. Page 56 of 115 Proposal to City of South San Francisco Page 80 Tab X – Various Reports Submit with proposal responses: 1) Sample Account Analysis Statement and User’s Guide The City will receive an account analysis statement each month identifying all services provided, product volumes and the resulting service charge incurred. The statement captures a monthly summary of your balances and service charges. Analysis statements are provided for each account and on a group summary basis. The City can retrieve electronic account analysis statements via ACCESS Online on the sixth business day after the close of the billing period; up to 13 months of statements are available. All sections of your account analysis statement may be viewed, printed, and exported through ACCESS Online. Analysis statements are available in PDF, Excel and CSV formats. The City can group specific accounts and billing relationships together for online analysis purposes and create user profiles giving access to specific accounts or billing relationships, as required. Sample Account Analysis in Adobe PDF Format Account analysis statements in PDF format show each section of billing information in a separate table. Total charges are displayed at the end of each table for clarity. Balance and Compensation Analysis Section Figure 3 Page 57 of 115 Proposal to City of South San Francisco Page 81 Activity Summary Section Figure 4 Relationship Balance Compensation History Section Figure 5 Page 58 of 115 Proposal to City of South San Francisco Page 82 2) Sample Account Reconcilement Reports Please refer to Appendix 12 for the sample account reconcilement reports. 3) Account Statements and Positive Pay Report The City’s authorized users will have access to account statements and positive pay reports via the Internet with ACCESS Online. Account Statements J.P. Morgan’s account statements are available via secure Internet delivery with ACCESS Online within two to three business days after the statement cutoff. This provides the City with comprehensive reporting in a timely and efficient manner. The account statements include all transactions posted to the account including all checks paid by check number with paid amount. Online bank statements also include images of checks paid during the statement cycle. Correction entries made by the bank will be included on the statement, as well. The account statement in PDF format shows each section of the statement in a separate section: Summary, Grouped Transactions (e.g. checks paid, electronic withdrawals) and Daily Ending Balance. Totals are displayed at the end of each section for clarity. Page 59 of 115 Proposal to City of South San Francisco Page 83 Summary Section Figure 6 Page 60 of 115 Proposal to City of South San Francisco Page 84 Group Transactions Section Figure 7 Page 61 of 115 Proposal to City of South San Francisco Page 85 Daily Ending Balance Section Figure 8 Positive Pay Reports The City will have the ability to monitor and control the checks presented against your accounts so that only authorized items are paid. Exception items will be reported for your decision online via ACCESS Online. In addition to providing your positive pay decisions online to the bank, the City will also have access to positive pay activity reports. Page 62 of 115 Proposal to City of South San Francisco Page 86 Positive Pay Exception Activity History Figure 9 You may download the MICR detail on selected accounts by clicking the checkboxes next to the accounts, and then clicking Download Details. Page 63 of 115 Proposal to City of South San Francisco Page 87 Tab Y – Relevant Contract, Cash Management Agreements and Statements Submit with proposal responses. 1) Sample Banking Services Contract 2) Sample Funds Transfer Agreement 3) Sample Merchant Services Statement 4) Samples – Other as necessary J.P. Morgan has received RFP for Banking Service and Merchant Services, (the “Solicitation”), issued by City of South San Francisco (“Issuer”) and is submitting its proposal or requested information in response to (the “Response”), which outlines its product and service capabilities and/or pricing as requested in the Solicitation. The Solicitation may also include requests that the bidder/proposer provide certain certifications or sworn statements (collectively “Certifications”) and/or specific comments to or modifications of included standard terms and conditions, sample agreements, incorporated procurement rules, laws, and the like referenced in the Solicitation (collectively, “Issuer’s Standard Terms”). In addition, the Solicitation may indicate that any response provided by bidders/proposers constitutes an acceptance of all Issuer’s Standard Terms and concurrence with Certifications, unless expressly modified or objected to within the response. J.P. Morgan has robust internal procedures under which Certifications and Issuer’s Standard Terms are thoroughly reviewed and vetted, from a legal, business, and factual perspective prior to entering any agreement or offer that confirms the accuracy of Certifications and/or agreement to Issuer’s Standard Terms. We have not invoked that internal review process in connection with any Certifications or Issuer’s Standard Terms that may be included within this Solicitation. Rather, in lieu of any agreement to Issuer’s Standard Terms or attestation of matters contained within the Certifications, we have enclosed within the Response our standard Global Account Terms and Consolidated Service Terms (“Account and Service Terms”), which include terms applicable to the services and the types of accounts that are the subject of the Solicitation. These are provided in addition to the other components of our Response, relative to product/service descriptions and pricing. If we are awarded the business referenced in the Solicitation, or conditionally awarded such business, subject to agreement between us as to terms and conditions under which the services are to be performed and the certifications to be provided by J.P. Morgan, we will discuss modifications to these Account and Service Terms and incorporation of specific Certifications, where appropriate, to try to meet your needs and specific legal requirements applicable to you. These will be incorporated within a mutually agreeable contract between us. Please keep in mind, however, that J.P. Morgan’s policies do not allow for: x the provision of unlimited indemnities; x conveyance of intellectual property rights; x acceptance of liability except to the extent caused by our breach of contract, negligence, or willful misconduct; x acceptance of consequential, incidental, or special damages; x liquidated damages; Page 64 of 115 Proposal to City of South San Francisco Page 88 x agreement to miscellaneous laws, regulations, ordinances, codes, etc. that do not on their face apply to J.P. Morgan as provider of the services that are the subject of the Solicitation; or x deviations from the insurance coverage J.P. Morgan carries Except as modified by our negotiations following notification of award or conditional award of the business referenced in the Solicitation and set forth in the final agreement between us, we anticipate that the Account and Service Terms, as applicable to services and accounts contemplated by the Solicitation will be incorporated within such final agreement. Any Certifications that the Solicitation may otherwise impute to any bidder/proposer submitting a response thereto, are not incorporated into, and may not be inferred, as a result of this Response. Finally, J.P. Morgan is required to know its customers and adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness, to fight against the funding of terrorism, money laundering and sanction related activities and to perform certain transaction screenings. This means J.P. Morgan will request information about the Issuer and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with these policies and procedures. This is an ongoing requirement and the provision of services pursuant to this proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of these policies and procedures and compliance by the Issuer with applicable law with respect to the services provided and with J.P. Morgan’s policies of which the Issuer is informed. Sample Account Terms and Service Agreements Please keep in mind that J.P. Morgan also requires execution of all applicable account opening documents, as well as all applicable product and service agreements. As part of our efforts to manage our environmental footprint in an efficient and sustainable manner, sample documents are being provided through the links below. Please note these documents may be modified by J.P. Morgan from time to time. x Sample Account Opening: http://www.chase.com/content/dam/chasecom/en/commercial- bank/documents/us_account_opening_package.pdf x Sample Product and Service Terms and Agreements: https://www.chase.com/content/dam/chasecom/en/commercial- bank/documents/account_terms_ghhn.pdf The sample documents provided cover the comprehensive set of products and services that may be offered to our Commercial Banking clients in general, and many of those in the standard package may not apply to the services currently proposed to the City. At the time of your implementation and based on the specific services you elect to use, you will receive the applicable agreements to be executed from your implementation project manager. Page 65 of 115 Proposal to City of South San Francisco Page 89 In addition to the account opening documents and service terms, there may be additional signature required documentation needed to initiate electronic banking or information reporting services as noted below: x Security Administrator Designation Form (SADF) - provides the bank authorization to setup the individuals listed on the form as security administrators. x Third Party Access (TPA) Authorization Form - required when setting up accounts with different tax IDs under the same ACCESS Online ID Please refer to Appendix 13 for the Merchant Services Sample Statement. Please refer to Appendix 14 for the sample Merchant Services Agreement. Page 66 of 115 Proposal to City of South San Francisco Page 73 Tab V – Banking Services Fee Form Attached are bank statements for the deposit account, disbursement account, payroll account, credit card account, and lockbox account for the month of December 2016 and March 2017. Also attached is a Banking Services Fee Form. This form has identified the tabs from the proposal that would likely have fees associated with the described services. The specific fee line items have not been listed. Complete this form, identifying the services offered within the area of account services, and identify the annual fee for the specific service. Use the December 2016 and March 2017 data as a basis for a typical monthly fee. On the Banking Services Fee Form, an arbitrary number of rows have been left blank for each proposal account service, by tab; use more, or less rows as required to identify all fees and services. At the end of the form is a row to calculate the net monthly cost for services (or compensating balance earnings, net of management spread) for the month of December 2016 and March 2017. In addition to submitting a hard copy of this form with the proposal responses, this form must also be submitted in Excel format. The file is available by request from Justine Buenaflor in the Finance Department, at Justine.Buenaflor@ssf.net. It is to be returned with the proposal package or it may be transmitted by e-mail on June 16, 2017 to Richard.Lee@SSF.net. The Banking Services Fee Form is provided on the following pages, as well as in Excel format included in Appendix 11. EXHIBIT B of the Banking Services Agreement Page 67 of 115 Account Service Monthly Fee Deposit Compensation - Tab E BALANCES BASED CHARGES (FDIC Fee bassed on $3,000,000 Average Ledger Balance)$320.54 ACH, Wire and Other Transfers - Tab F TRANS REVIEW MAINTENANCE $24.00 TRANS REVIEW FILTER EXCEPTION $0.00 ACH MAINTENANCE (Transmission service)$50.00 CREDIT ORIGINATED $112.60 CREDIT RECEIVED $10.80 RETURN ITEM $3.00 JPM ACCESS ACH MAINTENANCE (Online service)$30.00 ACH BATCH/FILE PROCESSED $90.00 ELECTRONIC FED DEBIT S/T $16.00 FED CREDIT S/T $4.00 *ACH IMPLEMENTATION-DIRECT SEND (One time implementation fee for ACH Transmission)$1,000.00 Deposit Transmittal Process - Tab G VAULT DEPOSIT $174.00 VAULT DEPOSIT STD STRAP - NOTE $77.40 VAULT DEP NON STD STRAP - NOTE $154.76 VAULT STANDARD ORDERS $5.00 VAULT ORDER CURR NON STD STRAP $0.73 VAULT DEPOSIT STD COIN BAG $70.00 VAULT DEPOSIT ADJUSTMENT $5.00 WNLB ECONOMY LOCKBOX IMAGE $155.00 Account Reconcilement - Tab H CHECK CASHING NON-ACCT HOLDER $56.00 STOP PAYMENT AUTOMATIC RENEWAL $54.00 CHECK / DEBIT POSTED $72.87 IMAGE STORAGE PER ITEM $18.32 CHECK INQUIRY MAINTENANCE $30.00 RECON REPORT / STATEMENT MAINT $0.00 IMAGING MAINTENANCE $0.00 EXCEPTION NOTIFICATION - ACCT $20.00 STOP PAYMENT - ELECTRONIC $24.00 DATA DOWNLOAD $40.00 ISSUE INPUT UPLOAD $1.50 FULL RECONCILEMENT - PER ITEM $55.10 FULL RECONCILEMENT - MAINT $80.00 PARTIAL RECONCILEMENT - MAINT $80.00 POSITIVE PAY MAINTENANCE $0.00 EXCEPTION ITEM $1.00 ISSUE INPUT FILE WITH RECON $40.00 CHECK EXCEPTION RETURN $10.00 OUTPUT FILE $20.00 IMAGE CAPTURE PER ITEM $22.90 Direct Deposit Relationship - Tab I ELECTRONIC FED DEBIT S/T (fee listed above under Tab F) Direct Deposit of Payroll and Payroll Tax Processing - Tab J and K ACH MAINTENANCE (fee listed above under Tab F) CREDIT ORIGINATED (fee listed above under Tab F) ACH BATCH/FILE PROCESSED (fee listed above under Tab F) JPM ACCESS ACH MAINTENANCE (fee listed above under Tab F) **CREDIT ORIGINATED - JPM ACCESS (per transaction fee for submitting tax payment via our online service)$0.08 City of South San Francisco - Banking Services Fee Form Use attached December 2016 and March 2017 data from the Deposit, Disbursement, Payroll, Credit Cards, and Lockbox accounts for the fee calculation. Page 68 of 115 City of South San Francisco - Banking Services Fee Form Overnight Sweep - Tab L INVESTMENT SWEEP - MAINT $0.00 Balance and Detail Reporting - Tab M MONTHLY SERVICE $50.00 ACCOUNTS REPORTED $125.00 TRANSACTIONS REPORTED - 90 DAY $66.30 EXTENDED TRANSACTION DETAIL $0.00 Merchant Services and Bankcard Processing - Tab N Please see Merchant Service Processing Proposal provided as Appendix 8 Electronic Direct Payment Services - Tab O ACH MAINTENANCE (fee listed above under Tab F) CREDIT ORIGINATED (fee listed above under Tab F) ACH BATCH/FILE PROCESSED (fee listed above under Tab F) JPM ACCESS ACH MAINTENANCE (fee listed above under Tab F) **CREDIT ORIGINATED - JPM ACCESS (per transaction fee for originating an ACH payment Online)$0.08 Lockbox Services - Tab P WNLB ECONOMY LOCKBOX IMAGE (fee listed above under Tab G) Conversion Plan - Tab Q *ACH IMPLEMENTATION-DIRECT SEND (fee listed above under Tab F) Merchant Service Equipment Swap Fees (please see Merchant Service Processing Proposal provided as Appendix 8) Service Enhancements – Tab S **Corporate Quick Pay/Collect Program Maintenance $150.00 **Corporate Quick Pay/Collect Transaction Decline/Expiration $0.20 **Corporate Quick Pay/Collect Transaction Accepted $0.90 **ACH Originated Same Day Credit $0.50 **JPM ACCESS ACH Credit - Same Day $0.75 City of South San Francisco - Banking Services Fee Form Account Service Monthly Fee Total Fees (monthly):$2,169.82 Balance earnings (monthly):$1,602.74 Total MONTHLY charges for bank services (difference of two items above):$567.08 *DenotesaoneͲtimefeethatisnotincludedintheTotalMonthlycost. **Denotesfeesforserviceswithoutdataprovidedandisnotincludedinthemonthlycost. Pleasealsoseeourattached"ProformaAnalysis"forafullestimateofcostsforservicesrenderedaccordingtoMarch2017data. Use attached December 2016 and March 2017 data from the Deposit, Disbursement, Payroll, Credit Cards, and Lockbox accounts for the fee calculation. Page 69 of 115 Pro Forma Analysis June 2017 City of South San Francisco ECR Rate: 0.6500% Estimated cost based on March 2017 Analysis Statement Data Average Ledger Balance $3,000,000.00 Less Average Float $0.00 Average Collected Balance $3,000,000.00 Less Reserve Requirement Rate 0.00%$0.00 Average Available Balance $3,000,000.00 Less Balance Required $5,192,022.05 Net Available Balance $2,192,022.05 Earnings Credit Allowance Rate 0.65%$1,602.74 Total Charge for Services $2,773.82 Net Credit Amount $1,171.08 Service Charge Amount:$1,171.08 AFP Number of Units Unit Price Charge For Service Balance Required ACCOUNT SERVICES 1005 - ACCOUNT MAINTENANCE 0100005$15.0000$75.00$140,384.62 3499 - POST NO CHECKS MAINTENANCE 1500ZZ 0$4.0000$0.00 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 393$0.1000$39.30 $73,561.54 7641 - DEBIT POSTED - ELECTRONIC 010100 0$0.1000$0.00 $0.00 7856 - CASH CONCENTRATION MAINTMASTER 010020 1$25.0000$25.00 $46,794.87 7857 - CASH CONCENTRATION MAINT SUB 010021 4$10.0000$40.00 $74,871.79 8007 - VIRTUAL REFERENCE MAINTENANCE 999999 1$1.5000$1.50 $2,807.69 8008 - VIRTUAL REFERENCE TRANSLATION 999999 3$0.0500$0.15 $280.77 Subtotal $180.95 $338,701.28 AUTOMATED CLEARING HOUSE 2237 - TRANS REVIEW MAINTENANCE 250000 4$6.0000$24.00 $44,923.08 2238 - TRANS REVIEW FILTER EXCEPTION 250102 1$0.0000$0.00 $0.00 2239 - TRANS REVIEW REJECT - MANUAL 250302 0$5.0000$0.00 $0.00 2695 - ACH MAINTENANCE 250000 2$25.0000$50.00 $93,589.74 2700 - CREDIT ORIGINATED 250101 2,252$0.0500$112.60 $210,764.10 2705 - DEBIT ORIGINATED 250100 0$0.0500$0.00 $0.00 **2714 - ACH IMPLEMENTATION-DIRECT SEND 251000 0$1,000.0000$0.00 $0.00 2716 - CREDIT RECEIVED 250201 108$0.1000$10.80 $20,215.38 2717 - DEBIT RECEIVED 250200 0$0.1000$0.00 $0.00 2720 - RETURN ITEM 250302 1$3.0000$3.00 $5,615.38 2722 - NOTIFICATION OF CHANGE 251070 0$4.0000$0.00 $0.00 2729 - RETURN NOTIFICATION - ONLINE 250400 0$1.0000$0.00 $0.00 2730 - NOTIF OF CHANGE - ONLINE 250400 0$1.0000$0.00 $0.00 2742 - CREDIT ORIGINATED - JPM ACCESS 250101 0$0.0800$0.00 $0.00 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 0$0.0800$0.00 $0.00 2746 - JPM ACCESS ACH MAINTENANCE 250000 1$30.0000$30.00 $56,153.85 2753 - DELETION / REVERSAL - ELEC 250620 0$5.0000$0.00 $0.00 2765 - ACH BATCH/FILE PROCESSED 250501 9$10.0000$90.00 $168,461.54 2796 - ADDENDA RECORD ORIGINATED 250120 0$0.0300$0.00 $0.00 2809 - NOTIF OF CHANGE - EMAIL 251070 0$1.5000$0.00 $0.00 2810 - RETURN NOTIFICATION - EMAIL 250400 0$1.5000$0.00 $0.00 2860 - DEBIT BLOCK MAINTENANCE 251050 0$6.0000$0.00 $0.00 2861 - ACH ADA AUTHORIZED ID 251051 0$0.5000$0.00 $0.00 5159 - CQP CLIENT PROGRAM MAINTENANCE 250000 0$150.0000$0.00 $0.00 5160 - CQP/CQC TRANS DECLINE/EXPIRE 250101 0$0.2000$0.00 $0.00 5161 - CQP/CQC TRANS ACCEPTED 250101 0$0.9000$0.00 $0.00 8019 - ACH ORIGINATED SAME DAY CREDIT 250101 0$0.5000$0.00 $0.00 8021 - ACCESS ACH CREDIT - SAME DAY 250101 0$0.7500$0.00 $0.00 8023 - ACH UNAUTHORIZED ENTRY FEE 250312 0$4.5000$0.00 $0.00 Subtotal $320.40 $599,723.08 BALANCE BASED CHARGES 35 - BALANCE BASED CHARGES 000230 1$320.5400$320.54 $599,985.13 Subtotal $320.54 $599,985.13 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 100220 296$0.2000$59.20 $110,810.26 513 - CHECK DEPOSITED-TRANSIT 100224 1,180$0.2700$318.60 $596,353.85 541 - REMOTE DEPOSIT CAPTURE ITEM 101320 0$0.1500$0.00 $0.00 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 0$50.0000$0.00 $0.00 1400 - CREDITS POSTED 010101 17$1.0000$17.00 $31,820.51 1435 - RETURN ITEM 100400 7$1.5000$10.50 $19,653.85 1438 - RETURN ALTERNATE ADDRESS 100401 7$2.0000$14.00 $26,205.13 1450 - RETURN ITEM REDEPOSIT 100402 5$0.7500$3.75 $7,019.23 Subtotal $423.05 $791,862.82 Balance Analysis* Service Analysis* Service Description Page 70 of 115 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 1505017$8.0000$56.00 $104,820.51 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 27$2.0000$54.00 $101,076.92 2370 - CHECK / DEBIT POSTED 010100 1,041$0.0700$72.87 $136,397.69 3495 - IMAGE STORAGE PER ITEM 151351 916$0.0200$18.32 $34,291.28 6618 - CHECK INQUIRY MAINTENANCE 151710 4$7.5000$30.00 $56,153.85 6620 - RECON REPORT / STATEMENT MAINT 200306 4$0.0000$0.00 $0.00 6621 - IMAGING MAINTENANCE 151350 4$0.0000$0.00 $0.00 6625 - EXCEPTION NOTIFICATION - ACCT 150030 4$5.0000$20.00 $37,435.90 6639 - STOP PAYMENT - ELECTRONIC 150410 3$8.0000$24.00 $44,923.08 6641 - DATA DOWNLOAD 200306 4$10.0000$40.00 $74,871.79 6644 - ISSUE INPUT UPLOAD 200201 3$0.5000$1.50 $2,807.69 7735 - RETURN ITEMS 150320 0$9.0000$0.00 $0.00 Subtotal $316.69 $592,778.72 JPMORGAN ACCESS 6040 - MONTHLY SERVICE 400610 1$50.0000$50.00 $93,589.74 6041 - ACCOUNTS REPORTED 40044Z 5$25.0000$125.00 $233,974.36 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 663$0.1000$66.30 $124,100.00 6045 - TRANSACTIONS REPORTED - 1 YEAR 40066Z 0$0.1500$0.00 $0.00 6053 - EXTENDED TRANSACTION DETAIL 40066Z 1,989$0.0000$0.00 $0.00 6076 - ACCT TRANSFER ITEM 400699 0$2.2500$0.00 $0.00 Subtotal $241.30 $451,664.10 LIQUIDITY SERVICES 7849 - INVESTMENT SWEEP - MAINT 450020 0$0.0000$0.00 $0.00 Subtotal $0.00 $0.00 RECEIVABLES EDGE 6140 - DOCUMENT IMAGE CAPTURE 05011R 0$0.1500$0.00 $0.00 6179 - REC EDGE MAINT-CHK/DOC 050005 0$150.0000$0.00 $0.00 6187 - LONG TERM STORAGE-CHECK 050620 0$0.0300$0.00 $0.00 6188 - LONG TERM STORAGE-B&W DOC 050620 0$0.0600$0.00 $0.00 6198 - REC EDGE ADD'L REPORT 05031Z 0$25.0000$0.00 $0.00 Subtotal $0.00 $0.00 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 200110 1,102$0.0500$55.10 $103,135.90 3207 - FULL RECONCILEMENT - MAINT 200010 2$40.0000$80.00 $149,743.59 3209 - PARTIAL RECONCILEMENT - MAINT 200020 2$40.0000$80.00 $149,743.59 3210 - PARTIAL RECONCILIATION-PER ITM 200120 0$0.0400$0.00 $0.00 3228 - PAYEE NAME VERIFICATION 150122 0$0.0200$0.00 $0.00 3262 - POSITIVE PAY MAINTENANCE 150030 2$0.0000$0.00 $0.00 3263 - EXCEPTION ITEM 150300 1$1.0000$1.00 $1,871.79 3269 - ISSUE INPUT WITHOUT RECON 200201 0$10.0000$0.00 $0.00 3271 - ISSUE INPUT FILE WITH RECON 200201 8$5.0000$40.00 $74,871.79 3272 - CHECK EXCEPTION RETURN 150320 1$10.0000$10.00 $18,717.95 3291 - OUTPUT FILE 200301 2$10.0000$20.00 $37,435.90 3294 - DATA ENTRY - MANUAL 200210 0$2.5000$0.00 $0.00 3386 - IMAGE CAPTURE PER ITEM 151351 916$0.0250$22.90 $42,864.10 Subtotal $309.00 $578,384.62 VAULT SERVICES 1310 - VAULT DEPOSIT 100100 116$1.5000$174.00 $325,692.31 1461 - VAULT DEPOSIT RECEIPT MAILERS 100154 0$0.7500$0.00 $0.00 1482 - VAULT DEPOSIT STD STRAP - NOTE 100115 3,870$0.0200$77.40 $144,876.92 1486 - VAULT DEP NON STD STRAP - NOTE 100114 3,869$0.0400$154.76 $289,678.97 1495 - VAULT STANDARD ORDERS 100141 1$5.0000$5.00 $9,358.97 1499 - VAULT ORDER CURR NON STD STRAP 100148 29$0.0250$0.73 $1,366.41 1525 - VAULT DEPOSIT STD COIN BAG 100113 35$2.0000$70.00 $131,025.64 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1$5.0000$5.00 $9,358.97 1620 - SMART SAFE MAINTENANCE 100199 0$50.0000$0.00 $0.00 1621 - SMART SAFE ADVANCE CREDIT 100199 0$5.0000$0.00 $0.00 1624 - WEB CUR SVCS-DEPOSIT DETAILS 100199 0$1.0000$0.00 $0.00 1627 - WEB CUR SVC-VAULT TREND REPORT 100199 0$2.0000$0.00 $0.00 Subtotal $486.89 $911,358.21 WHOLESALE LOCKBOX 6101 - LOCKBOX - MAINT 050001 0$150.0000$0.00 $0.00 6106 - WHOLESALE ITEM 050100 0$0.5000$0.00 $0.00 6114 - UNPROCESSABLE ITEM 050530 0$0.4000$0.00 $0.00 6115 - NO CHECK ITEM 05011M 0$0.4000$0.00 $0.00 6116 - CHECK CLEARING 10021Z 0$0.1100$0.00 $0.00 6117 - INCOMING COURIER PACKAGE 05011P 0$25.0000$0.00 $0.00 6119 - WNLB ECONOMY LOCKBOX IMAGE 050005 1$155.0000$155.00 $290,128.21 6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 0$2.0000$0.00 $0.00 6126 - CHECK MICR CAPTURE 050121 0$0.0250$0.00 $0.00 6127 - DATA CAPTURE 050126 0$0.0120$0.00 $0.00 6245 - DEPOSIT PREPARATION 050301 0$2.0000$0.00 $0.00 6744 - WHOLESALE ITEM - HC 050100 0$0.5000$0.00 $0.00 Subtotal $155.00 $290,128.21 Page 71 of 115 WIRE - U.S. 5443 - SOFTI STANDARD CALCULATION 4099990$8.0000$0.00 $0.00 5444 - SOFTI NONSTANDARD CALCULATION 409999 0$16.0000$0.00 $0.00 5822 - ELECTRONIC BOOK DEBIT S/T 350124 0$4.0000$0.00 $0.00 5823 - ELECTRONIC BOOK DEBIT REPAIR 350122 0$7.5000$0.00 $0.00 5824 - ELECTRONIC FED DEBIT S/T 350100 4$4.0000$16.00 $29,948.72 5825 - ELECTRONIC FED DEBIT REPAIR 350102 0$15.0000$0.00 $0.00 5826 - ELECTRONIC CHIP DEBIT S/T 350110 0$4.0000$0.00 $0.00 5827 - ELECTRONIC CHIP DEBIT REPAIR 350541 0$15.0000$0.00 $0.00 5886 - BOOK CREDIT 350320 0$3.0000$0.00 $0.00 5887 - FED CREDIT S/T 350300 1$4.0000$4.00 $7,487.18 5888 - FED CREDIT REPAIR 350330 0$15.0000$0.00 $0.00 5889 - CHIPS CREDIT S/T 350300 0$4.0000$0.00 $0.00 5890 - CHIPS CREDIT REPAIR 350330 0$15.0000$0.00 $0.00 5958 - DRAWDOWN BOOK DEBIT 350523 0$5.0000$0.00 $0.00 5959 - DRAWDOWN BOOK CREDIT - ELEC.350523 0$7.5000$0.00 $0.00 5961 - DRAWDOWN FED DEBIT 350521 0$16.2500$0.00 $0.00 5962 - ELEC. DRAWDOWN FED REQUEST 350521 0$3.5000$0.00 $0.00 Subtotal $20.00 $37,435.90 Total Charge for Services $2,773.82$5,192,022.07 Assumptions: > Rates / Incentives >Earnings Credit Rate (ECR) >ECR Calculation >Balance Based Charge Fee (Recoupment Fee) >Balance Based Calculation >Account Analysis Transition Credit Pro forma Notes, Assumptions & Disclaimers Average Ledger Balance of $3,000,000 maintained in analysis accounts in order to take advantage of our Bank Managed 0.65% Earnings Credit Rate offer to offset fees. J.P.Morgan is offering the City our Bank Managed Earnings Credit Rate of 0.65% or 65bps. Avg. Investable Balance x ECR X Actual Days in Cycle / Actual Days in Year = Earnings Credit Allowance The Balance Based Charge Fee is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The fee is set by J.P. Morgan in its sole discretion and is subject to periodic review and adjustment. J.P. Morgan's Premium Assessment Fee Rate has been 0.13% since January 2, 2010. Balance Based Charge Fee Rate x Avg. Positive Ledger Balance x Actual Days in Month / Actual Days in Year Twelve months of analysis credits up to $30,000 to be used towards banking services. * Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. * Please note that while every attempt is made to identify each applicable service code, depending on the services that the City selects, additional service price codes could apply. Page 72 of 115 Page 1 of 8 ACCOUNT TERMS V1.4_02_24_15 INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the “Account Terms”) contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer. References to “the Bank” shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the “Customer” shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services, including any entity that is bound by a Subsidiary Election Agreement (not applicable in all jurisdictions), as may be amended from time to time. All accounts subject to the Account Terms are, regardless of their location, referred to as “Accounts”. The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein. References to “Services” shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to “Service Terms” shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account- related documentation, including signature cards and application forms (the “Account Documentation”). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank’s prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. 1.Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely upon any document that identifies a person authorized to act on behalf of the Customer (“Authorized Person”) with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for each Authorized Person in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank, and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments (“Items”); receive materials related to security procedures; and give instructions (“Instructions”), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; or (iv) any other transaction of the Customer with the Bank. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer’s benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an “Access Request”, and the third party designated in such form will be referred to as a “Third Party”). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank’s electronic channels, facsimile transmission, in writing, by telephone and SWIFT, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party’s completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation. 2.Instructions; Security Procedures. 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank’s security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective Page 73 of 115 Page 2 of 8 as that of the Customer, whether or not authorized. An authenticated SWIFT or host-to-host (secure communications channel for data transfer) message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only, and are 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 or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank’s possession. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank’s availability policy and applicable law. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer’s credit and those funds are not actually received by the Bank, or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer’s credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit 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. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank’s usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer’s or Authorized Person’s obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further, the Customer shall not put any condition, restriction or legend on any Item, and the Bank is not required to comply with any such condition, restriction or legend. 4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank’s check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank’s gross negligence or willful misconduct. Page 74 of 115 Page 3 of 8 5.Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank’s funds transfer business days, and within the Bank’s established cut-off hours on such days. Communications requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary’s bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary’s bank, may rely upon the identifying number of the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name. 5.4 Foreign Exchange. If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment in a currency (the “Non- Account Currency”) other than the currency of the Account (the “Account Currency”), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non-Account Currency. If the Bank accepts a funds transfer Instruction for payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the purchase price to the Customer’s Account in lieu of the Non-Account Currency. The purchase price for the foregoing transactions shall be at a rate and spread as the Bank determines in its discretion and may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. Foreign Exchange Cancellations, Reversals and Buybacks. Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer’s Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. 6.Interest; Fees; Taxes. 6.1 Interest. The Bank may pay interest on balances in interest-bearing Accounts at rates determined by the Bank, subject to any withholding or deduction for tax as required by applicable law, and is authorized to perform any other function (including blocking or suspending the Accounts) as required by applicable law or practice of any relevant tax authority or in accordance with the Bank’s usual business practice. The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). To the extent market interest rates are negative, the rate applied by the Bank to interest-bearing Accounts may be negative, in which case the Customer may be required to make a negative rate payment, which the Bank shall also be entitled to collect by debiting the Account. 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance-deficiency, and service fees and other charges (collectively “Fees”). The Bank may debit any Account for Fees and/or Taxes, even if such debit creates or increases an overdraft of the Account. References to “Taxes” shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank shall be in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a “Deduction”) related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (i) ensure that the Deduction is made; Page 75 of 115 Page 4 of 8 (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. 7. Account Statements. The Bank will issue Account statements, confirmations, or advices (“Account Statements”) at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer’s reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account 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. 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, 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 a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft, notwithstanding any prior action or course of dealing. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Set Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Agents; Information. 10.1 Confidential Information. The Bank agrees to take customary and reasonable measures to maintain the confidentiality of Customer confidential information. The Customer authorizes the Bank and its affiliates to disclose Account opening documentation, information with respect to any Account or Service, any banking transaction, and the Customer itself, including Customer confidential information, in order to provide the services under the Account Terms, Account Documentation and Service Terms, for compliance with legal and regulatory requirements, and for the Bank’s operational purposes, risk management and compliance with internal policies: (i) to unaffiliated third parties, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties, and to agents of the Bank, (ii) to a proposed assignee of the rights of the Bank; (iii) to branches and affiliates of the Bank; (iv) to the auditors, legal advisers and consultants of the Bank, its branches and affiliates; (v) to the auditors of the Customer; (vi) to the Bank’s or its affiliates’ or the Page 76 of 115 Page 5 of 8 Customer’s examiners or other regulators, including tax authorities, law enforcement agencies, courts of competent jurisdiction or other official bodies, anywhere in the world, and (vii) pursuant to subpoena or other court process, or to establish, exercise or defend the legal rights of the Bank and its affiliates. 10.2 Agents. The Bank may retain agents to perform data processing, collection and other services in connection with the Accounts and Services. 10.3 Offshoring. Subject to applicable laws, processing of Customer confidential information may be performed by any Bank affiliate, including affiliates, branches and units located in any country in which we conduct business or have a service provider. The Customer authorizes the Bank to transfer Customer Information to such affiliates, branches and units at such locations as the Bank deems appropriate. 10.4 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank’s electronic access systems, officers and directors, employees, beneficial owners, customers or other personnel), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of direct losses or expenses resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits), whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental 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) (collectively, “Losses”) resulting directly or indirectly from: (i) the Bank’s acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions (a) issued by an Authorized Person, (b) issued in accordance with the agreed upon security procedures or (c) on which the Bank is otherwise permitted to rely; 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. Notwithstanding the foregoing, the Bank shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud. 13. Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission (including SWIFT communication and emails), through internet sites, or by such other means as the Customer and the Bank may agree upon from time to time, at the address of the Customer provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. 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) calendar 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 breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party’s inability to meet its debts as they become due, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party’s creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable law, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party’s policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank shall not be precluded from completing a request or Instruction received by it prior to a termination request based on receipt of such termination request. 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 Page 77 of 115 Page 6 of 8 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 provided to the Bank. 15.Account Disclosures. 15.1 Rejection of Funds. 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 Withdrawal. The Bank may refuse to allow withdrawals from any Account in certain cases, including cases where: (i) there is a dispute about the Account, including any dispute over which persons are authorized to represent or act for the Customer (unless a court or other competent authority has ordered the Bank to allow the withdrawal); provided that the Bank is not required to determine whether a dispute has merit in order to refuse to allow withdrawal of funds; (ii) a legal garnishment or attachment is served, including a levy, restraining notice, court order, or order of a judicial authority or enforcement agency; (iii) the Account is being used as collateral to secure a debt; (iv) documentation related to the Account has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates on time. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross-border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. 16.Governing Law. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby 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, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim, except as prohibited by applicable law. 16.3 Venue. In relation to each Account, the courts of the country or state in which the branch of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts. 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. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors. The term Bank shall include any successors of the Bank, including assignees or successors of JPMorgan Chase Bank, N.A. or its affiliates or any person who has assumed the rights and obligations of the Bank or its affiliates hereunder or to which the same has been transferred. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms shall not be affected. The term “including” shall in all cases mean “including without limitation” unless otherwise indicated. The term “affiliates” shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that Page 78 of 115 Page 7 of 8 entity. The term “applicable laws” or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and the Bank’s policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. The Bank may direct the Customer to make changes to the activity in the Customer’s Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time. The Customer agrees to comply with such directions. 17.6 Amendments; Supplements; Waivers. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable. All amendments must be in writing. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Term s, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank’s right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. 17.7 Waiver of Immunity. 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 as against the Bank or its affiliates. 17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer (“Users”) of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. The Bank or the Customer, at its sole discretion, may make and retain recordings of telephone conversations between the Customer and the Bank. 17.10 Instructions. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank’s role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for the Customer: when the Customer opens an Account, the Bank may ask for the Customer’s name, address, date of birth (for individuals), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any 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. Page 79 of 115 Page 8 of 8 Information. To fulfill the Bank’s “know your customer” responsibilities, the Bank will request information from the Customer from time to time regarding the Customer’s organization, business and, to the extent applicable, persons or entities maintaining bank accounts with the Customer. The Bank may also request further information and/or documentation in connection with the provision of the Services. Any information and/or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank’s requests within the timeframes specified. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer’s Accounts that is suspicious or violates applicable laws or sanctions. 17.14 Click-Thru. The Bank may deliver, make available and/or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including by posting such terms on a Bank website). The Bank may request that the Customer “click” its approval of such terms. Subject to applicable law, the Customer agrees that the act of “clicking” its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer’s acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. 18.Interpleader. If there is a dispute regarding the ownership of or entitlement to funds held by the Bank for the account of the Customer, the Bank may apply to an appropriate court for resolution of the dispute and may pay the funds into the court pending resolution. The Customer agrees to reimburse the Bank for any related expenses, including its attorneys’ fees and costs. 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. Page 80 of 115 Page 1 of 6 ADDENDUM TO GLOBAL ACCOUNT TERMS l United States of America V1.5_02_19_16 This addendum (“Addendum”) supplements the Bank’s Account Terms and applies solely to Accounts maintained in the United States of America (“U.S.”) and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are executed or performed. Capitalized terms used in the Addendum, and not otherwise defined, have the meanings set forth in the Global Account Terms (as defined below). By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by the Account Terms and this Addendum, each as may be amended or supplemented from time to time. For purposes of this Addendum, references to the “Global Account Terms” means the Account Terms excluding any account addenda for each other country in which the Accounts are held. The INTRODUCTION to the Global Account Terms is hereby supplemented with the following provision: The Bank performs Account functions and Service activities in various locations, by various methods including electronic or automated means, and through various interbank and third party collection, payment and data arrangements, including those provided by the U.S. Federal Reserve Bank System, check truncation and image exchange systems, and collection/payment clearinghouses. These functions, services, arrangements and systems are subject to laws, federal regulations, banking system practices and procedures, operating circulars, interbank agreements, and clearinghouse and association rules (collectively, “Rules & Regulations” ) and the Uniform Commercial Code Official Text and Comments applicable to funds transfers and the bank deposit, collection or payment of negotiable instruments and other items (such text and comments, excluding the choice of law rules, the “UCC”). Section 3 of the Global Account Terms (Deposits) is hereby supplemented with the following provisions: 3.4 Verification; Adjustments. The Bank may provide or make available upon request a receipt or similar document for certain deposits to the Customer’s 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 verification. Items deposited into an Account, handled for collection or exchanged for currency are received by the Bank as the Customer’s collection agent, and are for collection only, subject to the Bank’s collection of final payment thereon. The Bank reserves the right to make adjustments to the Account for any errors, including any errors appearing on the deposit ticket or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items as part of a deposit. The Customer may not receive provisional credit for such Items, or if provisional credit has been given the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dollars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. 3.6 Endorsements. The Customer must place its endorsement on the back of an Item only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank’s behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for any loss related to any encoding error, including any loss due to delay in processing caused by the encoding error. 3.8 Return or Charge Back. The Customer should not use carrier documents (Items placed inside envelopes) in either high-speed forward or return cash letters. The Customer shall be solely responsible for any delays, losses or claims resulting from its use of carrier documents in high-speed forward or return cash letters. If the payor bank, drawer or payee on any Item that was deposited to Customer’s Account returns the Item to the Bank, or makes a claim based on an asserted unauthorized signature or endorsement or an asserted alteration, the Bank may accept that return or pay that claim and charge any Customer Account for all or any part of the amount of the Item, even if the claim is made after final payment of the Item. If the Customer deposits or cashes an Item drawn on or by 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 final payment of the Item, or creates an Account overdraft. 3.9 Electronic Collection. The Customer agrees that the Bank may collect any Item deposited to Customer’s Account by electronic means, in which case the Bank has no duty to inspect such Item during the automated deposit and collection process. 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable Rules & Regulations, state law or banking practice. 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the event the Bank processes any substitute check deposits in the absence of such express agreement, the Customer agrees that such processing shall not be deemed to be the Bank’s agreement to accept any substitute checks for deposit and Customer will be solely responsible for any loss or claim in connection with that deposit. Page 81 of 115 Page 2 of 6 3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the Bank’s night depositories until the Bank issues a deposit ticket or other receipt acknowledging the deposit. The Bank’s count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss incurred from the disappearance, theft, or loss of any envelope, bag, or money before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check (“RCC”), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from any breach of the foregoing warranty. All other Account and Service Terms governing an Item will apply to an RCC. 3.14 ATM Cards. The Bank may issue one or more automated teller machine (“ATM”) cards (“Cards”) and personally identifiable numbers (“PINs”) to Customer’s employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees to use and cause its employees and agents to use the Cards only at ATMs owned by the Bank and Customer shall be responsible for each Card and liable for any transactions and related fees initiated or charged upon using such Card. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its sole discretion. The Bank has the right to cancel any Card at any time and for any reason, and will notify Customer of such cancellation. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank’s designated cut-off time will be processed on the Bank’s next business day. The Customer agrees to obtain possession and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank’s ATM call center. 3.15 Internet Gambling. The Bank strictly prohibits the use of any Account or Card to conduct transactions (including the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling. The term “unlawful Internet gambling,” as used in this section, shall have its meaning set forth in 12 C.F.R. Section Part 233, Section 233.2(bb). The Customer agrees not to conduct any transactions through the Account that directly or indirectly involve or are related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. Section 4 of the Global Account Terms (Payment of Items) is hereby supplemented with the following provisions: 4.5 Cashing Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a payee who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the payee a fee if the Bank does cash the Item. 4.6 Signatures. Requirements for two or more signatures on Items drawn on the Account or limits on the amount for which any an Item can be drawn are solely for the Customer’s own internal control purposes and the Bank will not be liable for paying any Item (i) lacking the required number of signatures, or (ii) drawn in an amount exceeding the maximum limit assigned to the signer, provided the Bank followed its customary procedures when paying the Items. 4.7 Fraudulent Items. The Bank offers the Customer Services reasonably designed to detect and/or deter check fraud and reduce the likelihood that a fraudulent, unauthorized, counterfeit or altered Item will be paid. Customer agrees that if it fails to use such Services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature or payment of an altered Item, and the Customer will assume the risk that Items presented for payment against its Account may be forged or altered. In that event, Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items that such Service was designed to detect or deter, and the Bank shall not be required to re-credit Customer’s Account or otherwise have any liability for paying such Items to the extent the Service would likely have prevented such loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other, the Bank may return one or more of such Items. 4.8 Obscured Endorsements. The Customer assumes all responsibility and liability for any claims or losses that the Customer or the Bank may suffer as a result of the Customer’s: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscures endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other endorsements; and which thereby causes a delay in the forward and/or return processing of the Item . The Bank retains the right to refuse to accept an Item for deposit if the back of the Item is obscured. 4.9 Negotiation Outside of U.S. If an Item issued by the Customer is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the UCC, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective 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 is in the form required by the Bank and the information is complete; 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 Page 82 of 115 Page 3 of 6 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 time of a stop payment request. The Bank may properly return any item which is the subject of a stop payment request. However, the Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss arising from any such endorsed or deposited Item, or for the loss caused by the alteration or unauthorized signature on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank’s failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon their respective failure to exercise ordinary care which contributed to the loss. For purposes of this section, “employee” shall include Customer and its independent contractors and third parties, and their respective employees, delivery agents, officers, directors, attorneys, fiduciaries, administrators, service providers, and other agents. 4.12 Electronic Processing. The Bank may process any Item for payment from a Customer Account by electronic means, in which case, the Bank’s exercise of ordinary care in payment of that item does not obligate the Bank to inspect the Item during the automated payment process. Section 5 of the Global Account Terms (Funds Transfer Instructions) is hereby supplemented with the following provision: 5.6 Funds Transfer by Check. If the Customer, through the Bank’s funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer’s Account on receipt of the Instruction and to create and issue a check to the name and address provided in the Instruction, signed by the Bank as agent for the Customer as drawer. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not negotiated within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 ACH. Automated Clearing House (“ACH”) entries will be subject to the rules of the National Automated Clearing House Association and any other applicable Rules & Regulations, to which the Customer agrees to be bound. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order in advance of the Customer’s standard payment orders. If the Customer’s payment order bears the codeword “TIMED” in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For “TIMED” payment orders, funds in the Customer’s Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank’s acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. Section 7 of the Global Account Terms (Account Statements) is hereby supplemented with the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all inspections and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer shall inspect each Account Statement and all payments and charges reported thereon, promptly upon receipt. The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which that item was reported to have been paid. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement, or (ii) of any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement (“Errors”). The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error, and must provide all supporting evidence that the Bank requests. Failure to comply within the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed loss and the Page 83 of 115 Page 4 of 6 Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) 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 twelve (12) months, the Customer may be unable to access the Account until appropriate contact is made between the Customer and the Bank. 7.5 Advice 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 information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, phone, through internet sites, 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 the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 15 of the Global Account Terms (Account Disclosures) is hereby supplemented with the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub-account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a savings account (including a savings sub-account) or an interest-bearing negotiable order of withdrawal account (“NOW Account”). 15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub- account; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank’s books and records only. The sub-accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer’s demand deposit or NOW sub-account, which it may change at any time. To the extent funds in the demand deposit or NOW sub-account exceed the target balance, the excess will be transferred to the Customer’s savings sub-account, unless the maximum number of transfers from the savings sub-account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub-account exceeds the available balance in the demand deposit or NOW sub-account, funds from the Customer’s savings sub-account will be transferred to the demand deposit or NOW sub-account up to the entire balance of available funds in the savings sub-account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub-account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer’s savings sub-account, and such funds will remain in the demand deposit or NOW sub-account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank’s operations, Services or customer support. 15.10 No Fiduciary Relationship. Bank’s relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi- fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Global Account Terms (Governing Law) is hereby supplemented with the following provisions: 16.1 Section 16.1 is replaced with the following provision: Subject to the UCC as modified by the Rules & Regulations, which shall control, and unless otherwise specifically provided in any Service Terms, the Global Account Terms, the Account Documentation, Service Terms and the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S. shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules), incorporating general commercial bank practices applicable to the type of Account and Services provided to the Customer. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank. 16.4 In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not Page 84 of 115 Page 5 of 6 refundable. Section 17 of the Global Account Terms (Miscellaneous) is hereby supplemented with the following provision: 17.15 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer’s Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means by which its customers are 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. AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank’s policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank’s cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank’s automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: •Cash; •Wire transfers; and •Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: •U.S. Treasury checks that are payable to the Customer; •Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and •At least, the first $200 from a day’s total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: •State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; •Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and •Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $200 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: •The Bank believes a deposited check will not be paid; Page 85 of 115 Page 6 of 6 • 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 problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that day’s total deposits of cashier’s, certified, teller’s, traveler’s and federal, state and local government checks will be available on the first business day after the day of deposit if the deposit meets certain conditions. For example, the checks must be payable to the Customer. The excess over $5,000 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank’s employees, the first $5,000 may not be made available until the second business day after the day of deposit; and • Funds from all other check deposits will be made available no later than the fifteen business day after the day of deposit. This Availability Policy and availability schedules may be changed without notice. © 2015 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. Page 86 of 115 V4.5_06_26_17 Consolidated Service Terms J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank Page 87 of 115 Page 2 of 24 Welcome to JPMorgan Chase Bank, National Association (“J.P. Morgan”, “Chase”, or “Bank”). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet (“Booklet”) contains the terms and conditions for certain cash management services (“Service Terms”) J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. This booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank’s Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination B. ACH Debit Block and Transaction Review C. Lockbox D. Coin & Currency E. Positive Pay, Reverse Positive Pay & Payee Verification F. Controlled Disbursement G. Image Cash Letter H. Image Deposit Direct I. Check Print J. ACH Tax Payment Service Terms K. Client Access Page 88 of 115 Page 3 of 24 The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms Service Terms – Consolidated Service Terms Booklet A. ACH Origination The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the “Rules”) of the National Automated Clearing House Association. Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such 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 RDFI will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry. 1.Service. Bank provides automated clearing house (“ACH”) origination services that will enable Customer to do one or more of the following: •originate ACH Debit Entries; •originate ACH Credit Entries; and •instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer’s responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer’s requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank’s established cut-off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re-process those transactions or transmissions, Customer must correct them and re-submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank’s auditors and other personnel with reasonable access at all reasonable times to the Customer’s facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer’s compliance with these Service Terms and the Rules. 2.Security and Data Protection Procedures. All instructions received by Bank in Customer’s name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer’s name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank’s security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer’s name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and/or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer’s data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver’s account number or routing number to any third party for such third party’s use, directly or indirectly, in initiating a separate Debit. 3.Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account with Bank that Customer specifies for the total of: •Customer’s Debit Entries that Bank processed for settlement that day; •RCCs issued for deposit to Customer’s account on that day; and •any returned or reversed Credit Entries. Page 89 of 115 Page 4 of 24 Bank may delay the availability of funds deposited into Customer’s account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer’s account with Bank that Customer specifies for the total of Credit Entries processed in Customer’s name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4.Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank’s express consent to do so. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. 5.Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a “Non-ACH Eligible Account”), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank’s prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an “RCC”), on the Customer’s behalf. The RCC will be drawn in the amount and on the Non-Eligible ACH Account of the individual or entity specified as the receiver in the Customer’s instructions and will be deposited to the Customer’s designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non- ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft. 6.Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and Customer is responsible for all costs and expenses of Customer’s provider. 7.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 Page 90 of 115 Page 5 of 24 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” means an entity 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 in order to effect a payment from the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry) to the Receiver, or (ii) a debit entry to the account of a Receiver in order to effect a payment from the Receiver to the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limitation of the foregoing, Third Party Senders include U.S. regulated financial institutions, brokers and other financial intermediaries as well as any other regulated or unregulated payment processors that are customers of the Bank and use their accounts to process payments for third parties (including affiliates of the Customer). 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank’s ACH origination channels that support IAT origination. Some of Bank’s ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank’s ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer’s account in the currency in which Customer’s account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank’s jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank’s or RDFI’s review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date. 9. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank’s termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer’s breach of the Rules. B. ACH Debit Block & ACH Transaction Review ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer’s account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted to the Customer’s account with the Bank and to instruct the Bank to return some or all of these transactions. 1. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the 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. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The 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. The 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. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID Number. Page 91 of 115 Page 6 of 24 (c) 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 the Customer’s account to offset any ACH credit Entries originated by the Customer through Bank; •reversals of previously received ACH credit Entries; •returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank; •Reclamation Entries; •debits to the Customer’s account initiated by the Bank or Bank’s agent to correct processing errors, effect back valuations, make other adjustments or for fees, charges or other amounts the Customer owes the Bank; and •debits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 2.ACH Transaction Review: (a) The Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions to be reviewed or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer’s account. The details provided by the Bank for each Entry will include account number, dollar amount, company ID, receiver’s name, standard entry class code and settlement date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank’s designated cutoff time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that the Customer wishes to return. The Bank is entitled to rely on any instructions that it receives and that it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer’s account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted. (d) The following types of ACH transactions will not be made available for the Customer’s review and decisioning: •debits or credits to the Customer’s account to offset any ACH Entries originated by the Customer through the Bank; •reversals of previously received ACH Entries; •returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; •Reclamation Entries; •debits or credits to the Customer’s account initiated by the Bank or Bank’s agent to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank; and •if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. (e) Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer’s account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. C. Lockbox Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer’s remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer’s deposit account. 1.Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the “USPS”) and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS for such services or any other action taken or not taken by USPS. The Bank may direct clients to include specific codes or formats within their assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring their customers’ remittances are properly addressed in order to prevent delays in processing. 2.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, and the Bank has agreed not to process; ii) Items which the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless 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 Page 92 of 115 Page 7 of 24 or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank. 3.Differing Amounts. If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action. 4.Foreign Items. This Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to Customer as unprocessable. 5.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. 6.Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once a CD-ROM is received, or it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 7.Image Option. If the Customer elects and this image option is available at the designated 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. 8.Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than 14 days. All original documents will be destroyed 14 days after processing. If the Customer uses the Bank’s Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction., per the Customer’s selection If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission. 9.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. 10.Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and Customer’s responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customer’s clients. Page 93 of 115 Page 8 of 24 D. Coin & Currency Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options. 1.Cash Orders 1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency (“Cash”) to an armored courier service (the “Courier”) as designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank’s branch locations by issuing a check to debit the Customer’s account at the Bank or as a “cash for cash” exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order (“Cash Limit”). 1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period. 1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier (“Cancellation”). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered. 1.5. Notice of Rejection/Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 1.6. Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, “Codes”). The Customer agrees that use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer (“Security Procedure”)... The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a “cash for cash” exchange or issuing a check to debit the Customer’s account at the Bank. 1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer’s store/office locations in the United States. 2.Cash Deposits 2.1. Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks to or from the Bank by using the services of a Courier that has been authorized by the Bank, who will act solely as the Customer’s agent. The Courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services to the Customer. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual. 2.2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank’s vault locations, the Customer’s Courier 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 and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem food stamps. The Bank will open the bags and process the deposits. Page 94 of 115 Page 9 of 24 (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag. 2.3. Courier Service through the use of a Smart Safe. The Customer may use the services of a Courier that has been authorized by the Bank, who will act solely as the Customer’s agent with regard to machines that will hold Cash that are physically located in the Customer’s locations (“smart safes”). The Courier must comply with the Bank’s guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will place only Cash in the smart safes which will be maintained by the Customer’s Courier. The Customer’s Courier is authorized to transmit the Cash information to the Bank on the Customer’s behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer’s designated account. The Courier will deliver the Cash to the Bank as directed by the Bank at the Customer’s expense. The Customer authorizes the Bank to instruct the Courier to pick up any Cash for which the Bank has given provisional credit at any time and at the Customer’s expense. 2.4. Deposit Presentment and Processing through the use of a Smart Safe. The Customer agrees that once the Cash is in the smart safe, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer’s Courier with regard to deposits or adjustments to the Customer’s deposit account with the Bank. Once the Customer’s Courier has completed the verification of the Cash from the smart safe and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank’s inventory at the Courier’s location. In the event of a dispute related to the amount credited to the Customer’s deposit account, the Customer will initiate its claim and request for an investigation with its Courier. 2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer, the receipt provided to the Customer or its agent upon initial presentment or the transmission received from the courier on the Customer’s behalf, the currency will be re-counted for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide, the “Threshold” amount, the Customer’s representative designated in the service implementation questionnaire will be notified of the adjustment, and an adjustment fee will be charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the Customer’s account, the Bank will retain the discrepancy amount, and no adjustment fee will be charged. The Bank’s determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer. 2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer’s account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag... 2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank’s unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number (“PIN”). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer’s Courier 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. 2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer’s responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time. 2.9. Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer’s courier and from Customer’s physical store/office locations in the United States. Cross-border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited Page 95 of 115 Page 10 of 24 E. Positive Pay, Reverse Positive Pay and Payee Verification Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies between checks presented to the Bank for payment and those checks issued by Customers. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to checks being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on checks being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on checks being presented. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. 1.Issuance Information. The following information is defined as “Issuance Information” for each Item: i) Account number; ii) Item serial number; iii)dollar amount; iv) issue date [for Positive Pay and Payee Verification only]; and v) the payee name [for Payee Verification only]. For Positive Pay and Payee Verification, the Customer will provide the Bank the Issuance Information by the banking day on which the Customer issues Items, by means of a mutually agreed upon transmission method the Issuance Information. The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the checks they have issued. 2.Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment (“Presentment Decision”). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, as required above, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any instructions that it receives and reasonably believes to be genuine. If a Customer attempts to change an instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. 3.Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that 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 the 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 the Payee Verification service (the “Threshold Amount”). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer’s Account; however, the Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to payee name comparison, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name/address block identified on the Item (presented as provided for in the Bank’s setup requirements) and will be limited to those parameters specifically agreed to by the Customer and Bank. 4.Reverse Positive Pay Additional Terms. For Reverse Positive Pay, Customer acknowledges that Items presented for encashment at any of the Bank’s branch locations will be refused unless Customer has requested that Bank allow encashment of such Items. If Customer authorizes Bank to pay Items presented for encashment at the Bank’s branch locations, Bank shall follow its usual and customary over-the-counter encashment procedures (as may be in effect from time to time) and Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services. Customer acknowledges that 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. Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over-the-counter. 5.Voided Items. The 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 wants to stop pay on a check that has been issued, the Customer is required to issue any Stop Payment request pursuant to the relevant terms of the Account Documentation, outside of these services. 6.Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. 7.Over the Counter Presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line, the Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller line. The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time of encashment. Page 96 of 115 Page 11 of 24 F. Controlled Disbursements Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 1. Controlled Disbursement Account. Each controlled disbursement account (“Controlled Disbursement Account”), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank’s positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services 2. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same-day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation. 3. Over-the-Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank’s branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer’s Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank’s sole discretion, the Bank may immediately terminate the Service, any Service feature, and/or may convert any Controlled Disbursement Account to a stand- alone demand deposit account without prior notice to the Customer. 8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting directly or indirectly from Customer’s breach of this Section 8. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature upon notice to the Customer. G. Image Cash Letter 1. Service. These terms govern the image cash letter service (the “Service”) which allows image-enabled check customers to prepare and transmit electronic deposit information and check images instead of preparing and physically depositing paper cash letters and associated original check. Page 97 of 115 Page 12 of 24 2.Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the “Transmissions”) in the format and specifications required by the Bank’s File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, “Checks” shall mean checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer’s account at the Bank. 3.Image Cash Letter File Deposit Time. The Transmissions must be sent to Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by Bank when the entire file has been written onto Bank’s system and made available for Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 4.Customer Liability. Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment-related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method. 5.Suspension/Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer’s account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6.Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest in and to the Bank’s technology will remain solely with Bank or its subcontractors. 7.WARRANTIES AND DISCLAIMERS. 7.1. CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR-LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY CREATE TRANSMISSIONS Page 98 of 115 Page 13 of 24 FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI-MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI- MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; AND (I) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNITIED STATES; (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2. DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK’S PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK’S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (i) CUSTOMER’S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW OR REGULATION. 9. Pricing Schedule/Volume/Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges/fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days’ after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web-based SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms: For Customers choosing the deposit account option where they settle for the Items through the Customer’s deposit account at Bank (“Deposit Account”) option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time (“SVPCO Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer’s Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. H. Image Deposit Direct 1. Service Terms. JPMorgan Chase Bank, N.A. (“Bank”) will provide Customer the Image Deposit Direct (IDD) Service (the “Service”) in accordance with the provisions set forth in these Image Deposit Direct Service Terms (the “Service Terms”). The provisions of the Bank’s account documentation, including the account terms governing the operation of business accounts and services and any applicable Service Page 99 of 115 Page 14 of 24 Terms as may be amended from time to time (collectively, the "Account Documentation") are incorporated herein. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. Capitalized terms used in these Service Terms and not defined herein have the meanings set forth in the Account Documentation. 2.The Service. The Service allows Customer to electronically transmit deposits of eligible checks and items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler’s checks payable in U.S. Dollars and drawn on U.S. banks or US Postal Service Money Orders, payable to the Customer, by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a“Scanner”), to create an electronic image of an original paper check or item and other paper source documents (collectively, “Item”) and transmitting the image of the Item (“Image”) 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 the Image and any information or data transmitted, supplied or key-entered by Customer employees or its agent. Before any Image of an Item is transmitted to the Bank, the Item shall be endorsed with the legend "For Deposit Only" and the Customer’s name or account number unless otherwise provided for by the Bank. (a) Customer agrees that after the Image of the Item has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) If Bank receives the submitted deposit transmission no later than the Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays (“Business Day”), Bank will consider that Business Day to be the day of deposit. If Bank receives the submitted deposit transmission after the Cutoff Time or on a non-Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank’s internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. (d) The term of the Service is two (2) years. After the expiration of the initial two year term, the Service shall continue on a month to month basis. (e) Customer is responsible for making certain that only Images of eligible Items are sent to Bank through this Service. Any Image of an Item sent through this Service that is not eligible as set forth in Section 2 above will be handled at Customer’s sole risk and liability. (f) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank’s sole discretion. (g) Customer agrees that Scanners used as a part of this Service are only to be used at locations within the United States. 3.Item Processing. If the submitted deposit transmission with respect to any Item does not comply with the Bank’s or its processor's requirements for item type submitted, content, batch size and/or format, Customer shall be responsible for any loss related to the processing of such Item, including if the Bank, in its sole discretion: (a) further transmits the Item or data in the form received from Customer; (b) repairs or attempts to repair the Item or data and then further transmits it; (c) processes the Item as a photocopy in lieu of the original; or (d) returns the Item or data to Customer unprocessed and charges back Customer’s account. 4.Warranties. Customer represents and warrants to Bank that: (a) any Image Bank receives accurately and legibly represents all of the information on the front and back of the original Item as of the time the original Item is truncated; (b) 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; (c) the Image conforms to the technical standards for an Electronic Item set forth in Regulation J and Federal Reserve Bank operating circulars and for a substitute check set forth in Regulation CC; Page 100 of 115 Page 15 of 24 (d) 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; (e) Customer will not redeposit through this Service any Item previously deposited and returned to Customer unless Bank advises Customer otherwise; (f) Customer will employ commercially reasonable security measures and firewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment; (g) Customer will only transmit Images created from original paper Items; and (h) 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. 5. Computer Equipment; Browser Access and Internet Services. Customer is responsible for obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System") necessary for Customer to access and use the Service in accordance with the Bank’s recommended system configuration.. This responsibility includes, without limitation, Customer’s utilizing up-to-date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks, including, but not limited to those Bank may disclose in its educational materials. Customer acknowledges that Customer is responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. Customer acknowledges that it has made an independent assessment of the adequacy of the Internet and Systems in connection with the use of the Service and that Customer is satisfied with that assessment. Customer agrees that the presence of any malware, including, without limitation, any keystroke logger type of malware, on any of Customer’s computers shall be presumed, unless proven otherwise by clear and convincing evidence by Customer, to constitute the failure by Customer to fulfill its duty at all times to maintain the proper functioning, maintenance and security of its own systems, services, software and other equipment, and to be the cause of any damage, loss, expense or liability which may be suffered or incurred by Customer. 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 Customer is responsible for all fees associated therewith. Bank disclaims all risks related thereto and makes no endorsement thereof, notwithstanding that the Bank may recommend certain security and/or communications software and services or provide a link to a third party site where Customer may download software. 6. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or effect transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication and/or encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a “Security Device” and collectively the “Security Devices”) to be issued or approved by Bank from time to time. To prevent unauthorized access to Customer’s accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the Security Devices used for accessing Customer’s accounts via the Service. If Customer believes someone may attempt to use or has used the Service without Customer’s permission, or that any other unauthorized use or security breach has occurred, Customer agrees to immediately notify Customer’s relationship officer. 7. Product Rights. (a) Grant of License. To the extent Bank or its licensors make any software available to Customer via download on its website or by any other means for use in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service Terms, a non-exclusive, non-assignable, non-transferable, limited right and license to use the proprietary computer software products in object code and any associated documentation ("Products") for use only directly in conjunction with its permitted use of the Service. (b) Title. Except for the license granted to Customer hereunder, all rights and title in and to the Products, including any improvements, modifications, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products. (c) Use of Products. i) Customer agrees that the Products will be used only by Customer and Customer’s Affiliates, provided that each Affiliate agrees to be bound by the terms hereof and further that Customer will be liable for Customer’s Affiliates' acts and omissions in connection with the Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity. ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in this Agreement or the Products to any third party. iii) Customer will not, and will not permit others to, reverse engineer, reverse-compile, or reverse-assemble the Products or otherwise attempt to obtain source code for the Products. Page 101 of 115 Page 16 of 24 iv)Customer shall use the Products solely for Customer’s internal business purposes. For purposes of this clause, the expression "internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing or (except as otherwise expressly provided herein) commercial exploitation of the Products. v)Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to Customer. vi)Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank and/or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by the Products in no way reduce the trade secret, proprietary and/or confidential nature thereof. Customer will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in protecting Customer’s own most valuable confidential and proprietary information. Customer will not remove or alter any copyright or other proprietary legends contained on the Products. vii)Customer obligations under this Section survive termination of these Service Terms. (d) Installation, Training and Maintenance. Customer will be solely responsible for the installation, training, maintenance and use of the Products. It is Customer’s (and expressly not Bank’s) responsibility to establish reasonable backups, accuracy checks and security precautions to guard against possible malfunctions, loss of data and unauthorized access. (e) Patent Infringement. In the event the Products become, or in Bank’s opinion are reasonably likely to become, the subject of a claim of infringement, Customer will allow Bank, at its option and expense, to replace the Products with a non-infringing alternative, modify the Products so that they become non-infringing or terminate the license. (f) Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect. 8.New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 9.Audit Rights. Customer agrees that Bank has the right to audit Customer’s processes and procedures for managing and maintaining the security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit Customer’s physical locations where the scanners are used and original items are stored as well as Customer’s processes for secure destruction of the original Items. 10.Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with: (a) Customer’s breach of any of the warranties made by Customer pursuant to these Service Terms, (b) Customer’s use of the Service or the use of the Service by anyone using Customer’s Security Device in breach of its obligations to any third party or applicable law, or (c) Customer’s violation of these Service Terms or the rights of any third party (including, but not limited to, privacy rights). 11.Disclaimer. THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICES ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICES THE BANK AND ANY THIRD PARTY VENDOR DO NOT WARRANT OR GUARANTY THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. 12.Limitation of Liability. (a) In no event will Bank’s liability under these Service Terms for any damages of any kind exceed an amount equal to the fees the Customer paid Bank for the Service 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 twelve. Page 102 of 115 Page 17 of 24 (b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND/OR THE INSTALLATION OR MAINTENENACE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE, THE INTERNET, OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND BANK’S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY DAMAGE SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK’S DIRECT, EXCLUSIVE AND REASONABLE CONTROL. 13.Miscellaneous. (a) If Customer cancels the Service before the expiration of two (2) years, Customer shall pay an early cancellation fee of $500.00 for each scanner not paid for in full at the time the Service is implemented. (b) In addition to other termination rights set forth in the Account Documentation, Bank may terminate the Service immediately if Customer breaches any warranty set forth in these Service Terms. (c) If the Service is cancelled or terminated for any reason, Customer shall uninstall any software or hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any loss that could have been prevented by Customer’s compliance with this provision. (d) The provisions of sections 2, 4, 7, 10, 11 and 12 shall survive termination of these Service Terms. I. Check Print The Check Print Service enables the Customer instruct the Bank to create and mail checks and/or documents on behalf of the Customer. 1.Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print Order”). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the Bank based upon these Service Terms. 2.Check Pull Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank’s manual check pull request form (“Check Pull Request”); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted. 3.Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms. 4.Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance (“Documents”); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank the authority to create and process such Issuances. 5.Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission. 6.Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 7.Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change. Page 103 of 115 Page 18 of 24 8.Limitation of Liability. The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 9.Cashier’s Checks. If the Bank creates cashier’s checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier’s check print file information (“File Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer authorizes the Bank to debit the Customer’s designated account (“Funding Account”) for the amounts shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check, the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, Customer will be able to view information regarding the cashier’s checks which were funded and created and those that were rejected; (g) any information from the File Information which can not be used to create a cashier’s check will be communicated to the Customer for further research and reconciliation; (h) if any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the payee of a cashier’s check claims that the cashier’s check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank’s procedures. J. ACH Tax Payment 1.Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: •any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; •certain state taxes; and •certain municipal taxes. Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”). 2.Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, “Business Day” means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT. 3.Tax Payment Security Procedures. (a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”) is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access. Customer shall designate an administrator (the “Administrator”) who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users (“Authorized Users”); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating Page 104 of 115 Page 19 of 24 to the security procedures; and (v) advising each Authorized User of his/her obligations hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s request, a list of Authorized Users. 4.Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank’s recommended system configuration. 5.Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer’s applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer’s behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority. 6.Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules. Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney’s fees and costs) resulting directly or indirectly from (a) Customer’s breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7.Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8.Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9.Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. 10.Incorporation of Account Documentation; Termination. The Bank’s terms governing the operation of business accounts and services (“Account Documentation”) are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer’s breach of the NACHA Rules. K. Client Access 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”) and from the Bank of messages, notifications and alerts, via the online (including mobile) and host-to-host/file transfer channels. The Bankreserves the right to modify the applications and products (each an “Application”) available via the Service, upon notice to the Customer. 2.Security Procedures and Other Controls 2.1. Security Procedures. The security procedures for each channel are as set forth below, as may be modified on notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the authenticity of which has been verified through a Security Page 105 of 115 Page 20 of 24 Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Administrative Procedures (as defined in Section 2.2 below) and unilateral Bank controls shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. a. Online Channel. The Security Procedure for verifying payment Instructions issued (released) via the online channel is validation of an identification code and confidential password of an Authorized User (as defined in Section 2.4 below) and a token code generated by a Bank issued or approved security device (“Security Device”) assigned to that Authorized User; provided that the Security Procedure for verifying payment Instructions issued (released) via the mobile application is validation of the registration of the mobile device, a biometric identifier and the private swipe key of an Authorized User. b. Host-to-Host/File Transfer Channel. The Security Procedure for verifying payment Instructions issued (released) via the host-to- host/file transfer channel is authentication of a digital signature using a Signature Certificate, as set forth in Section 8 below. In addition to the Security Procedures described above, the applicable Security Procedure also includes transaction review based on various risk characteristics. The transaction reviews will be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call-back verification, may be required to complete certain transactions identified by the Bank through transaction review. 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, including the compromise of a Certificate (as defined below). The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. 2.2. Administrative Procedures. The Bank offers numerous controls that the Customer may implement to reduce the risk of erroneous or unauthorized transactions (“Administrative Procedures”). These procedures, which may include account and transaction limits, single machine registration and IP filtering, among others, may be supplemented and modified by the Bank from time to time. 2.3. Security Administrator Designation. The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application and/or the authority to add, update or delete security keys in connection with the host-to-host/file transfer channels. 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. 2.4. Security Administrator Responsibilities. The security administrators shall be responsible for (i) designating individuals as users (“Authorized Users”); (ii) identifying the functions of the Service, including the Mobile Application (as defined in Section 7 below), 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 Authorized 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. 2.5. Processing. The application of the Security Procedures and any unilateral controls implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System") necessary for the Customer to access and use the Service in accordance with the Bank’s recommended system configuration. The Customer shall at all times maintain current and effective anti-virus and anti-spyware software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks associated with the operation, performance and security of its System and the use of open networks, and the Bank disclaims all such risks. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. Page 106 of 115 Page 21 of 24 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). 5.Customer Warranties The Customer represents and warrants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process thedata set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically thegeographic location of its Authorized 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. TheCustomer hereby represents and warrants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. 6.Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction shall apply to the use of the Service by such Authorized 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. 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof). 6.3. All disputes arising outside the United States relating to or in connection with these Service Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. 7.Mobile Application The Service is available via a Bank mobile application (any such application, including released modifications, updates, upgrades, successor andsubstitute software programs as may have been provided by the Bank to the Customer, a “Mobile Application”). 7.1. Accepting use of the Bank’s SMS Text Notification Service and/or the Mobile Application service constitutes the Customer’s authorizationfor the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download the Mobile Application. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device. 8.Host-to-Host/File Transfer Services The Service is available via host-to-host/file transfer Services. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of the corresponding security key (the “Transport Certificate”), and a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the “Signature Certificate”). Each of the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and the corresponding security key as a “Security Key”. 8.1. Customer Requests. The Customer shall comply with the Bank’s procedures notified to the Customer for any request that the Bank add, update or delete a Security Key. The Customer may contact the Customer’s customer service office (or other designated Bank representative as the Bank may direct) for assistance with any such request. Any request to add or update a Security Key shall include the Page 107 of 115 Page 22 of 24 applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and the requested date and time for the action to be taken, which shall be no earlier than two U.S. banking days after the Bank’s receipt of the request. 8.2. Security Key Updates. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator, notwithstanding that such security administrator may be a third party agent acting on behalf of the Customer. Upon successful validation of a Customer’s request, the Bank will reply confirming receipt of the Security Key file and the scheduled date and time for the action to take place. Requests for security key additions, updates or deletions will be actioned during the course of normal business hours, Monday through Friday, 8:30 AM – 5:30 PM Eastern Time (United States). 8.3. Administrative Procedures: Certificate Requirements. The Customer agrees to comply with Bank’s Administrative Procedures for Certificates, including the following: (i) Certificates must have a finite validity period, the maximum length of which is determined by the combined use of a Transport Certificate and a Signature Certificate. •If digital-signature is applied to the file/payload, then the following applies: o The Signature Certificate validity period is limited to five years, provided that the Transport Certificate validity period is two years or less; OR o The Transport Certificate validity period is limited to five years, provided that the Signature Certificate validity period is three years or less. •If no digital-signature is used, then the Transport Certificate validity period is limited to two years. (ii) No Certificate shall be accepted unless it adheres to the following cryptographic specification: •Message digest: SHA-1, SHA-2, AES256 •Asymmetric algorithm: RSA, DSS •Asymmetric algorithm key length: 2048 bits or more 8.4. Certificate Expiration. Notwithstanding any courtesy notifications from the Bank regarding the Customer’s impending Certificate expiration, the Customer acknowledges that it is the Customer’s sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer’s failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. Page 108 of 115 Page 23 of 24 Jurisdiction Specific Provisions Exhibit A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, (“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. Peoples Republic of China Any dispute arising from or in connection with these Service Terms shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration. The hearing place shall be Beijing. The arbitral award is final and binding upon both parties. C. Indonesia The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.” D. Malaysia/Labuan –. (i) The following terms shall apply in relation to the Service where it is provided in relation to accounts in Malaysia/Labuan and/or where the Service is provided in Malaysia/Labuan: (a) Any references in the Service Terms to the term “Bank,” shall mean J.P. Morgan Chase Bank Berhad (for Malaysia) and J.P. Morgan Chase Bank, N.A., Labuan Branch (for Labuan). (b) The Customer acknowledges that it may, through its security administrators, create maximum limits (at a user entitlement level) in relation to funds transfers that may be conducted using the Service, to limit the Customer's risks. Notwithstanding anything to the contrary in these terms, the Customer shall not be liable for any loss which is not attributable to or contributed to by the Customer. (ii) If the Service is to be accessed by a Customer (1) who is domiciled or incorporated in Malaysia (other than Labuan), or (2) in Malaysia (other than Labuan), that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P. Morgan Chase Bank Berhad through any JPMorgan website other than http://www.jpmorganaccess.com.my. E. Republic of China (Taiwan) Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device.” The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. 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. Page 109 of 115 Page 24 of 24 F. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic Commerce Directive ("ECD") (i.e. that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non-consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com. (i) The Bank will collect information about the Customer and the Customer’s employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the Data Protection Act 1998 (the “Act”) and other relevant data protection legislation. Such personal data may be collected by or on behalf of the Bank in a number of ways (the “Collection Methods”), including via documentation relating to the provision to or use by the Customer of electronic banking services, or via the Customer’s use of such electronic banking services, and via other correspondence or communications between the Customer and the Bank. (ii) The Bank will use personal data collected by it or on its behalf via the Collection Methods for the following purposes (the “Purposes”), namely for the purpose of providing the services to the Customer in accordance with these Terms and the Product Terms, for the Bank’s internal administrative purposes, for contacting the Customer about products and services which the Bank or other members of the Bank’s group offer which the Bank believes may be of interest to the Customer, and as may be otherwise required by law or applicable regulatory or governmental authorities, and such purposes may include transfer of such personal data outside of the European Economic Area to the Bank’s subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or governmental authorities. (iii) The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods which relate to the Customer’s employees or agents is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful. ©2011 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC. Eligibility for particular products and services is subject to final determination by J.P. Morgan and/or its affiliates. Page 110 of 115 — I . , , IS A C J R L C E R T I F I C A T E O F L I A B I L I T Y I N S U R A N C E TH I S CE R T I F I C A T E IS IS S U E D AS A MA T T E R OF IN F O R M A T I O N ON L Y AN D C O N F E R S NO RI G H T S UP O N TH E CE R T I F I C A T E HO L D E R . TH I S CE R T I F I C A T E DO E S NO T A F F I R M A T I V E L Y OR NE G A T I V E L Y AM E N D , E X T E N D OR AL T E R TH E CO V E R A G E AF F O R D E D BY TH E PO L I C I E S BE L O W . TH I S CE R T I F I C A T E OF IN S U R A N C E DO E S NO T CO N S T I T U T E A CO N T R A C T BE T W E E N TH E IS S U I N G IN S U R E R ( S ) , AU T H O R I Z E D RE P R E S E N T A T I V E OR PR O D U C E R , AN D TH E CE R T I F I C A T E HO L D E R . IM P O R T A N T : If t h e c e r t i f i c a t e h o l d e r is a n AD D I T I O N A L IN S U R E D , th e p o l i c y ( i e s ) m u s t h a v e AD D I T I O N A L IN S U R E D p r o v i s i o n s o r b e e n d o r s e d . If SU B R O G A T I O N IS WA I V E D , s u b j e c t to th e te r m s a n d c o n d i t i o n s of t h e p o l i c y , c e r t a i n p o l i c i e s m a y r e q u i r e a n e n d o r s e m e n t . A s t a t e m e n t on th i s c e r t i f i c a t e d o e s n o t c o n f e r ri g h t s to th e c e r t i f i c a t e h o l d e r in li e u o f s u c h e n d o r s e m e n t ( s ) . CO N T A C T PR O D U C E R NA M E : DI R E C T P L A C E M E N T PH O N E FA X (A I C . No . Ex t I : L(N C , No ) : E- M A I L AD D R E S S : IN S U R E R ( S ) AF F O R D I N G CO V E R A G E NA I C # IN S U R E R A: P a r k A s s u r a n c e C o m p a n y 1 1 9 2 3 IN S U R E D IN S U R E R B : J P M o r g a n C h a s e & C o . a n d al l o f it s s u b s i d i a r i e s IN S U R E R C: 2 7 0 P a r k A v e n u e IN S U R E R D: N e w Y o r k , N Y 1 0 0 1 7 IN S U R E R E : IN S U R E R F : C O V E R A G E S C E R T I F I C A T E NU M B E R : RE V I S I O N NU M B E R : IN S R AD D L 3U B R PO L I C Y EF F PO L I C Y EX P LT R TY P E OF IN S U R A N C E ‘N S O PO L I C Y NU M B E R (M M / D D I Y Y Y Y I (M M I D D I Y Y Y Y ) LI M I T S — CO M M E R C I A L GE N E R A L LI A B I L I T Y EA C H OC C U R R E N C E $ DA M A G E TO RE N T E D CL A I M S - M A D E OC C U R PR E M I S E S tE a oc c u r r e n c e ) $ ME D EX P (A n y on e p e r s o n ) $ PE R S O N A L &AD V IN J U R Y $ GE N L AG G R E G A T E LI M I T AP P L I E S PE R : GE N E R A L AG G R E G A T E $ I I PR O - LO C P R O D U C T S - C O M P / O P A G G $ PO L I C Y [ _ ] JE C T [O T H E R : — — $ AU T O M O B I L E LI A B I L I T Y CO M B I N E D SI N G L E LI M I T $ tE a ac c i d e n l ) AN Y AU T O BO D I L Y IN J U R Y (P e r pe r s o n ) $ OW N E D I SC H E D U L E D BO D I L Y IN J U R Y (P e r ac c i d e n t ) $ AU T O S ON L Y L J AU T O S $ 1 HI R E D NO N - O W N E D PR O P E R T Y DA M A G E AU T O S ON L Y AU T O S ON L Y (P e r ac c i d e n t ) $ I UM B R E L L A LI A B L_ ] OC C U R — EA C H OC C U R R E N C E $ EX C E S S LI A B C L A I M S - D E ! 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NO T W I T H S T A N D I N G AN Y RE Q U I R E M E N T , TE R M OR CO N D I T I O N OF AN Y CO N T R A C T OR OT H E R DO C U M E N T WI T H RE S P E C T TO WH I C H T H I S CE R T I F I C A T E MA Y BE IS S U E D OR MA Y PE R T A I N , TH E IN S U R A N C E AF F O R D E D BY TH E PO L I C I E S DE S C R I B E D HE R E I N IS SU B J E C T TO AL L TH E TE R M S , EX C L U S I O N S AN D CO N D I T I O N S OF SU C H PO L I C I E S . LI M I T S SH O W N MA Y HA V E BE E N RE D U C E D BY PA I D CL A I M S . © 1 9 8 8 - 2 c I l A C O R D C O R P O R A T I O N . Al l r i g h t s r e s e r v e d . T h e A C O R D n a m e a n d l o g o a r e r e g i s t e r e d m a r k s o f AC O R D A C O R D 2 5 (2 0 1 6 / 0 3 ) EX H I B I T C o f t h e B a n k i n g S e r v i c e s A g r e e m e n t Pa g e 11 1 of 11 5 Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 1 6 1 6 0 4 5 5 7 1 1 1 0 7 7 4 6 1 5 1 3 7 2 0 4 5 4 5 2 0 7 7 5 0 3 3 5 5 5 3 6 3 6 0 1 2 0 7 3 7 4 3 5 5 7 2 6 5 0 3 3 1 0 0 7 6 6 6 6 1 6 2 4 1 0 7 5 7 5 4 0 7 4 3 5 5 0 3 7 7 3 4 7 1 1 1 1 0 7 6 2 1 4 1 1 0 6 4 6 3 5 5 5 7 0 7 4 2 7 1 1 5 7 6 7 3 6 5 4 4 6 0 7 1 7 2 2 3 2 5 7 3 1 3 7 6 3 1 0 7 6 7 2 7 2 4 2 0 3 5 7 7 2 0 0 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 3 5 2 5 6 7 7 1 1 5 4 5 6 0 0 0 7 2 3 0 4 0 1 0 2 4 6 3 7 5 3 2 0 7 0 2 3 3 3 7 3 5 2 0 7 3 1 0 1 0 7 1 2 3 2 2 7 2 4 3 1 7 3 1 0 0 0 7 0 2 3 3 3 7 3 4 2 1 7 3 0 1 1 0 7 1 3 3 3 3 6 3 4 2 1 7 2 0 1 0 0 7 1 3 3 3 2 7 2 5 3 1 7 2 0 1 1 0 7 0 3 2 2 3 7 2 5 3 1 7 3 0 0 0 0 7 0 3 3 3 3 6 2 4 3 1 6 2 0 1 1 0 7 7 7 5 6 1 6 3 3 5 1 7 6 5 5 4 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 Ce r t i f i c a t e N o : 57 0 0 6 6 5 2 9 6 5 8 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/25/2017 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office 199 Water Street New York NY 10038-3551 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19445National Union Fire Ins Co of PittsburghINSURER A: 23841New Hampshire Ins CoINSURER B: 19380American Home Assurance Co.INSURER C: 19410Commerce & Industry Ins CoINSURER D: INSURER E: INSURER F: FAX (A/C. No.):800-363-0105 CONTACT NAME: JPMorgan Chase & Co. and subsidiary, affiliated, and associated companies therof 270 Park Avenue New York NY 10017-2070 USA COVERAGES CERTIFICATE NUMBER:570066529658 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADEOCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $2,000,000 $1,000,000 Excluded $2,000,000 $2,000,000 $2,000,000 Blanket Contractual Liability Host Liquor Liability Included A 06/01/201706/01/2018GL5196555 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A06/01/201706/01/2018 All Other States CA 2867386A 06/01/201706/01/2018 MA CA 2867387A 06/01/201706/01/2018 VA COMBINED SINGLE LIMIT (Ea accident) CA 2867390 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 $10,000 06/01/2017UMBRELLA LIABA 06/01/2018BE28189187 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTE B 06/01/201706/01/2018 All Other States WC063724377B 06/01/201706/01/2018 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN ME WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC063724376 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and/or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non-contributory where required. Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, Waiver of subrogation is included where required. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendor(s), Clients and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEEvidence of Insurance for JPMorgan Chase & Co. and subsidiary, affiliated and associated companies therof 270 Park Avenue New York NY 10017-2070 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Page 112 of 115 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance AGENCY ADDITIONAL REMARKS EFFECTIVE DATE: CARRIER NAIC CODE NAMED INSURED See Certificate Number: See Certificate Number: POLICY NUMBER AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: Aon Risk Services Northeast, Inc. 10243827 570066529658 570066529658 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # JPMorgan Chase & Co. TYPE OF INSURANCE POLICY NUMBER LIMITS WORKERS COMPENSATION C WC063724378 06/01/2017 06/01/2018 B WC063724379 06/01/2017 06/01/2018 D WC063724380 06/01/2017 06/01/2018 B WC063724381 06/01/2017 06/01/2018 B WC063724382 06/01/2017 06/01/2018 CA AZ IL NJ NY TX FL MA ND OH WA WI WY MN N/A N/A N/A N/A N/A ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 113 of 115 Page 114 of 115 EXHIBIT D of the Banking Services Agreement Page 115 of 115 Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 1 of 14 SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT U.S. GOVERNMENT AGREEMENT THIS SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (the “Agreement”) is entered into by and between JPMorgan Chase Bank, N.A., a national banking association (“Member”), Paymentech, LLC, a Delaware limited liability company (“Paymentech”), and ___________________________________________, an entity duly organized under the laws of the state of ____________________________ (“Merchant”). WHEREAS, Member is a member of several Payment Brands and Paymentech is authorized, through Member, to process the Merchant’s Transactions; and WHEREAS, Merchant wishes to accept Payment Cards from its Payors as a method of payment for goods or services offered by Merchant or as payment on an account held by Merchant; ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member, and Merchant agree to the following terms and conditions intending to be legally bound: 1.MERCHANT’S ACCEPTANCE OF PAYMENT CARDS. 1.1 Exclusivity. Unless otherwise agreed to by the parties in writing, during the term of this Agreement Paymentech shall be Merchant’s exclusive provider of all Transaction processing services (including, without limitation, the authorization, conveyance and settlement of Transactions) and Merchant shall not use the services of any bank, corporation, entity or person other than Paymentech for such services. Merchant shall submit to Paymentech Transaction Data generated from all of its Transactions via electronic data transmission according to Paymentech’s formats and procedures throughout the term of this Agreement. 1.2 Certain Payment Acceptance Policies and Prohibitions. (a) Each Transaction must be evidenced by its own Transaction Receipt completed in accordance with Payment Brand Rules. (b) Merchant shall not require the Payor to pay the fees payable by Merchant under this Agreement. (c) Merchant shall never issue Refunds for Transactions by cash or a cash equivalent (e.g., check) unless required by law or permitted by the Payment Brand Rules. (d) Except to the extent prohibited by the Payment Brand Rules or applicable law, Merchant may request or encourage a Payor to use a Payment Card other than the Payment Card initially presented by the Payor. (e) Except to the extent permitted by the Payment Brand Rules and applicable law, Merchant must not establish a minimum or maximum Transaction amount as a condition for honoring a Payment Card. (f) Merchant shall examine each Payment Card physically presented at the point of sale to determine that the Payment Card presented is valid and has not expired. Merchant shall exercise reasonable diligence to determine that the authorized signature on any Payment Card physically presented at the point of sale corresponds to the Payor’s signature on the Transaction Receipt. If the Payment Card is not signed by the Payor, Merchant must obtain additional Payor identification. (g) With respect to any Transaction for which a Payor is not physically present at the point of sale, such as in any on- line, mail, telephone, pre-authorized or recurring Transaction, Merchant must (i) have notified Paymentech on its Application, or otherwise obtained Paymentech’s prior written approval, of Merchant’s intention to conduct such Transactions; and (ii) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Payor. Merchant acknowledges that under certain Payment Brand Rules, Merchant cannot rebut a Chargeback where the Payor disputes making the purchase and Merchant does not have an electronic record (e.g., “swiping” or “tapping” a Payment Card) or physical imprint of the Payment Card. (h) Merchant agrees to accept all categories of Visa and MasterCard Payment Cards (i.e., debit and credit cards), unless Merchant has notified Paymentech on its Application or otherwise in writing of its election to accept one of the following “limited acceptance” options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards; or (ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank-issued Visa or EXHIBIT B Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 2 of 14 MasterCard Payment Cards. If Merchant elects one of the limited acceptance categories: (Y) Merchant must display appropriate signage to indicate the limited acceptance category; and (Z) Paymentech, at its option, may process any Transactions submitted to Paymentech outside of the limited acceptance category, in which case such Transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by Paymentech or the Payment Brands. (i) Merchant shall not split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs. (j) Merchant shall not accept Payment Cards for the purchase of scrip, as defined by the Payment Brand Rules. (k) Merchant shall not require a Payor to complete a postcard or similar device that includes the Payor’s Payment Card account number, expiration date, or any other account data in plain view when mailed. (l) Except to the extent expressly permitted by law or the Payment Brand Rules, Merchant shall not add any tax or surcharge to Transactions. If any tax or surcharge amount is imposed, such amount shall be included in the Transaction amount and shall not be collected separately. Furthermore, Merchant must provide at least thirty (30) days prior notice to Paymentech and the Payment Brands of its intent to impose a surcharge. All of Merchant’s surcharge practices must comply with applicable laws and Payment Brand Rules, including, but not limited to, those laws and Payment Brand Rules governing the amount of the surcharge, and Payor disclosures. (m) Merchant shall not request or use a Payment Card account number for any purpose except as payment for its goods or services, unless required by the Payment Brand Rules in order to support specific services offered by the Payment Brands. (n) At all times Merchant must prominently and clearly inform Payors of the identity of Merchant at all points of interaction so that the Payor can readily distinguish Merchant from any third party, such as a supplier of products or services to Merchant. 1.3 Payment Brand Rules. Merchant agrees to comply with (a) all Payment Brand Rules as may be applicable to Merchant and in effect from time to time; and (b) such other procedures as Paymentech may from time to time prescribe for the creation or transmission of Transaction Data. 1.4 Requirements for Certain Transactions. As to each Transaction submitted to Paymentech during the term of this Agreement, Merchant represents and warrants that: (a) The Transaction Data (i) represents a payment for or Refund of a bona fide sale or lease of the goods, services, or both, which Merchant has provided in the ordinary course of its business, as represented in its Application; and (ii) is not submitted on behalf of a third party. (b) The Transaction Data represents an obligation of the Payor for the amount of the Transaction. (c) The Transaction is not for any purpose other than payment for the current Transaction, and, except to the extent permitted under the Payment Brand Rules, the Transaction does not represent the collection of a dishonored check or the collection or refinancing of an existing debt. (d) At the time Merchant submits Transaction Data to Paymentech for processing: (i) Merchant has completed the Transaction with the Payor; (ii) the goods have been provided or shipped, or the services actually rendered to the Payor; and (iii) for recurring Transaction, Merchant has obtained the Payor’s consent for the recurring Transaction. For approved prepayments, Merchant must advise the Payor (i) that payment is being made in advance of the shipment or provision of goods or services; and (ii) the time when shipment or provision of the goods or services is expected. (e) The Transaction Data is free from any material alteration not authorized by the Payor. (f) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (g) Merchant has not disbursed or advanced any cash to the Payor (except as authorized by the Payment Brand Rules) or itself or to any of its representatives, agents, or employees in connection with the Transaction, nor has Merchant accepted payment for effecting credits to a Payor. (h) The goods or services related to each Transaction are Merchant’s property or Merchant has the legal right to sell them. (i) Merchant has made no representation or agreement for the issuance of Refunds except as stated in Merchant’s Refund Policy, which has been previously submitted to Paymentech in writing as provided in Section 3, and which is available to the Payor. (j) Any Transaction submitted to Paymentech to credit a Payor’s account represents a Refund for a Transaction previously submitted to Paymentech. (k) Merchant has not submitted any Transaction that Merchant knows, or should have known, to be fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Payor, unenforceable or uncollectible, or otherwise prepared or submitted in violation of any provision of this Agreement, applicable law, or Payment Brand Rules. 1.5 Installment, Prepaid and Recurring Transactions. Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 3 of 14 (a) Unless specifically stated in its Application or otherwise approved in writing by Paymentech in advance, Merchant shall not accept Payment Cards in connection with installment plans. If the Payor pays in installments or on a deferred payment plan, as previously approved by Paymentech, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Payor agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction. (b) For recurring Transactions, Merchant shall (i) obtain the Payor’s consent to periodically charge the Payor on a recurring basis for the goods or services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to Paymentech or the issuing bank of the Payor’s Payment Card; and (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made. Merchant shall not submit any recurring transaction after receiving: (iv) a cancellation notice from the Payor; or (v) notice from Paymentech or any Payment Brand (via authorization code or otherwise) that the Payment Card is not to be honored. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction. 2. AUTHORIZATIONS. Merchant is required to obtain an authorization code through Paymentech, in accordance with this Agreement, for each Transaction. To the extent required by the Payment Brand Rules, each authorization request must include the Payment Card’s expiration date. Merchant acknowledges that authorization of a Transaction indicates that the Payment Card (a) contains a valid account number; and (b) has an available credit balance sufficient for the amo unt of the Transaction; but, it does not constitute a representation from Paymentech, a Payment Brand, or Issuing Bank that a particular Transaction is in fact a valid or undisputed Transaction entered into by the actual Payor. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant unless it includes a proper authorization. 3. REFUND AND ADJUSTMENT POLICIES AND PROCEDURES; PRIVACY POLICIES. 3.1 Refund Policy. Merchant is required to maintain a Refund Policy and to disclose such Refund Policy to its Payors, prior to the completion of the Transaction at the point of sale. Merchant must also disclose its Refund Policy to Paymentech. Any material change to Merchant’s Refund Policy must be submitted to Paymentech, in writing, not less than fourteen (14) days prior to the effective date of such change. Paymentech reserves the right to refuse to process any Transactions made subject to a revised Refund Policy of which Paymentech has not been notified in advance. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, Merchant must include its Refund Policy on the website in accordance with Payment Brand Rules. 3.2 Procedure for Refund Transactions. If, under Merchant’s Refund Policy, Merchant allows a Refund, Merchant shall prepare and deliver to Paymentech Transaction Data reflecting any such Refund within three (3) days of approving the Payor’s request for such Refund. The amount of a Refund cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Payor for shipping charges that the Payor paid to return merchandise. Merchant shall not accept any payment from a Payor as consideration for issuing a Refund. Merchant shall not give cash (or cash equivalent) refunds to a Payor in connection with a Transaction, unless required by law or permitted by the Payment Brand Rules. 3.3 Payor Data Protection Policies. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, in addition to any requirements otherwise set forth in this Agreement, Merchant shall display the following on its website: (a) its name and the name that will appear on the Payor’s Payment Card statement; (b) its customer data privacy policy; (c) a description of its security capabilities and policy for transmission of Payment Card Information; and (d) the address of Merchant’s fixed place of business (regardless of website or server locations). Furthermore, Merchant must offer its Payors a data protection method such as 3-D Secure or Secure Sockets Layer (SSL). 4. SETTLEMENT. 4.1 Submission of Transaction Data. Failure to transmit Transaction Data to Paymentech within one (1) business day following the day that such Transaction originated could result in higher interchange fees and other costs, as well as increased Chargebacks. Unless Merchant has notified Paymentech on its Application or Paymentech has otherwise agreed in writing in advance, Merchant shall not submit Transactions for processing until (a) the Transaction is completed; (b) the goods are delivered or shipped; (c) the services are performed; or (d) Merchant has obtained the Payor’s consent for a recurring Transaction. Paymentech may from time to time contact Payors to verify that they have received goods or services for which Transactions have been submitted. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant if Paymentech reasonably believes that the Transaction may be Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 4 of 14 uncollectible from the Payor or was prepared in violation of any provision of this Agreement, applicable law, or the Payment Brand Rules. For all Transactions, Paymentech will submit Merchant’s Transaction Data to the applicable Payment Brands. 4.2 Merchant’s Settlement Account. In order to receive funds from Paymentech, Merchant must designate and maintain one or more accounts used primarily for business purposes at a bank that is a member of the Automated Clearing House system or the Federal Reserve wire system (collectively referred to as “Settlement Account”). During the Term of this Agreement, and thereafter until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full, Merchant shall not close its Settlement Account without giving Paymentech at least five (5) days’ prior written notice and substituting another Settlement Account. Merchant is solely liable for all fees, costs, and overdrafts associated with the Settlement Account. Merchant authorizes Paymentech or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or any other bank account designated by Merchant in writing, at any time without regard to the source of any monies therein, and this authority will remain in full force and effect until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full. Paymentech will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Payment Brands or Merchant’s bank. 4.3 Conveyed Transactions. For Conveyed Transactions Merchant shall have a valid agreement in effect with the applicable Payment Brand. If Merchant submits Conveyed Transactions to Paymentech and Merchant does not have a valid agreement with the applicable Payment Brand, Paymentech may, but shall not be obligated to, submit such Transaction Data to the applicable Payment Brand and to share with them information about Merchant (from the Application or otherwise) as may be required to approve Merchant’s acceptance of the Payment Brand’s Payment Card. Payment of proceeds due Merchant for Conveyed Transactions shall be governed by the agreement Merchant has with the applicable Payment Brand, and Paymentech does not bear any responsibility for their performance thereunder, including, without limitation, the funding and settlement of Merchant’s Conveyed Transactions. 4.4 Transfer of Transaction Settlement Funds. Subject to Section 4.3, for all Transactions, Paymentech will submit Merchant’s Transaction Data to the applicable Payment Brand. Promptly after Paymentech receives funds for Settled Transactions from the Payment Brands, Paymentech will provisionally fund the Settlement Account. The proceeds payable to Merchant shall be equal to the amounts submitted by Merchant in connection with its Transaction Data minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Refunds and Chargebacks; (c) all Reserve Account (as defined in Section 4.6) amounts; (d) all fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Paymentech or Member from time to time by the Payment Brands and all related costs and expenses incurred by Paymentech. Merchant agrees that all amounts are due and payable as provided in this Agreement. In the event Paymentech does not deduct such amounts from Merchant’s proceeds when such amounts are due and payable, Merchant agrees to pay all such amounts to Paymentech immediately without any deduction or offset. Additionally, Paymentech may debit the Settlement Account or Merchant’s Reserve Account for such amounts at any time. Furthermore, Merchant agrees to reimburse Paymentech, Member, the Payment Brands, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech’s costs, expenses, and reasonable attorneys’ fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Payor with respect to any Transaction or Transaction Data submitted by Merchant; (b) caused by Merchant’s noncompliance with this Agreement or the Payment Brand Rules (including without limitation any breach of a representation or warranty made by Merchant or Merchant’s failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant’s placement or the placement of any person owning or controlling Merchant’s business in one or more databases of terminated or high risk merchants maintained by the Payment Brands. The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by Paymentech’s own negligence or willful misconduct. 4.5 Negative Amounts. Merchant shall maintain sufficient funds in the Settlement Account to prevent the occurrence of a negative balance. In the event that the proceeds from Merchant’s Settled Transactions or the balance of Merchant’s Settlement Account are not sufficient to pay amounts due under this Agreement, in addition to any other rights and remedies Paymentech may have under this Agreement, Paymentech may pursue one or more of the following options: (a) demand and receive immediate payment for such amounts, and if payment is not made within three (3) days of demand, debit the Settlement Account for the negative amount; (b) withhold all or some of Merchant’s Settlement funds and apply them against the negative amount; and Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 5 of 14 (c) apply funds held in the Reserve Account against the negative amount. Furthermore, if the amount represented by Merchant’s Transaction Data in any day is negative due to Refunds or credits being submitted by Merchant in excess of its proceeds from Transactions, Merchant shall immediately provide Paymentech with sufficient funds to prevent the occurrence of a negative balance. Reserve Account. If: (a) there is a material breach of the Agreement by Merchant; (b) Merchant is receiving excessive Chargebacks (as defined in Section 7.2 below); (c) Paymentech has reasonable grounds to believe that it may be or become liable to third parties for the provisional funds extended to Merchant; or (d) Paymentech has reasonable grounds to believe that it may be subject to any additional liabilities arising out of or relating to this Agreement, including, without limitation, any fines, fees, or penalties assessed against Paymentech or Member by any of the Payment Brands arising out of or relating to Merchant’s Transactions, Chargebacks, or failure to comply with the Payment Brand Rules or the Security Standards; then each such event may subject Paymentech to additional risk (such risk being hereinafter referred to as “Anticipated Risk”). In any such event, Paymentech may temporarily suspend or delay payments to Merchant during Paymentech’s investigation of the issue and/or designate an amount of funds that Paymentech must maintain in order to protect itself against Anticipated Risks (such funds being hereinafter referred to as the “Reserve Account”), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus Paymentech’s estimated exposure based on reasonable criteria for Chargebacks and all additional Anticipated Risks. Paymentech may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to Merchant against, the satisfaction of any amounts which are or may become due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by Paymentech, will not bear interest, and may be commingled with other funds. Effective upon Paymentech’s establishment of a Reserve Account, Merchant irrevocably grants to Paymentech a security interest in any interest Merchant may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable to Merchant pursuant to the terms of this Agreement. Merchant agrees to execute and deliver to Paymentech such instruments and documents that Paymentech may reasonably request to perfect and confirm the security interest in the Reserve Account funds. Upon (i) satisfaction of all of Merchant’s obligations under this Agreement; and (ii) Merchant’s execution of documents reasonably requested by Paymentech in connection with the return of any Reserve Account funds, Paymentech will pay to Merchant any funds then remaining in the Reserve Account. 5. ACCOUNTING. Paymentech will supply a detailed statement reflecting the activity of Merchant’s account(s) by online access (or otherwise if agreed to by both parties) and Merchant shall ensure that any online access to such statements is secure. If Merchant believes any adjustments should be made with respect to Merchant’s Settlement Account, Merchant must notify Paymentech in writing within ninety (90) days after any such adjustment is or should have been effected. 6. RETRIEVAL REQUESTS. In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data and Transaction Receipts in compliance with the Payment Brand Rules, including any time frames set forth therein. Within the timeframe indicated in the Retrieval Request or otherwise provided for in the Payment Brand Rules, but in no event more than twenty one (21) days from the date the Retrieval Request is initiated with the Issuing Bank, Merchant must, to the extent required by the Payment Brand Rules or the Retrieval Request itself, provide to Paymentech, via certified or overnight mail, confirmed fax, or upload to Paymentech’s Online Chargeback Management System: (a) written resolution of Merchant’s investigation of such Retrieval Request; (b) legible copies of valid Transaction Receipt(s); and (c) any additional supporting documentation. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with Payment Brand Rules may result in an irreversible Chargeback. 7. CHARGEBACKS. 7.1 Chargeback Reasons. Merchant shall not require a Payor, as a condition for honoring a Payment Card, to sign a statement that waives the Payor’s right to dispute the Transaction. Furthermore, Merchant has full liability for all Chargebacks. Following are some of the most common reasons for Chargebacks: (a) Merchant fails to issue a Refund to a Payor upon the return or non-delivery of goods or services; (b) A required authorization/approval code was not obtained; (c) The Payor claims that the Payment Card is lost, stolen, counterfeit, or fraudulent; Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 6 of 14 (d) The Transaction or Transaction Data was prepared incorrectly or fraudulently; (e) Paymentech did not receive Merchant’s response to a Retrieval Request in accordance with Section 6; (f) The Payor disputes the Transaction or the authenticity of the signature on the Transaction Receipt, or claims that the Transaction is subject to a set-off, defense, or counterclaim; (g) The Payor refuses to make payment for a Transaction because, in the Payor’s opinion, a claim or complaint has not been resolved or has been resolved in an unsatisfactory manner; or (h) The credit or debit card comprising the Payment Card was not actually presented at the time of the Transaction or Merchant failed to obtain an electronic record or physical imprint of such Payment Card, and the Payor denies making the purchase. 7.2 Response to Chargebacks. If Merchant has reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback notice. Paymentech will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice. 7.3 Excessive Chargebacks. If Merchant is receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time, in addition to Paymentech’s other remedies under this Agreement, Paymentech may take one or more of the following actions: (a) review Merchant’s internal procedures relating to acceptance of Payment Cards and notify Merchant of new procedures Merchant should adopt in order to avoid future Chargebacks; (b) notify Merchant of a new rate Paymentech will charge to process Merchant’s Chargebacks; or (c) to the extent applicable, require Merchant to replace any magnetic-strip-only point of interaction terminal or electronic cash register with an EMV chip-capable terminal; or (d) establish a Reserve Account. Merchant also agrees to pay any and all penalties, fees, fines, and costs assessed against Merchant, Paymentech, and/or Member relating to Merchant’s violation of this Agreement or the Payment Brand Rules with respect to Merchant’s acceptance of Payment Cards, its Transactions, or with respect to excessive Chargebacks under this Section. 7.4 Claims of Payors. Following a Chargeback, Merchant may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent Paymentech has paid or may be called upon to pay a Chargeback or Refund for or on the account of a Payor and Merchant does not reimburse Paymentech as provided in this Agreement, then for the purpose of Paymentech obtaining reimbursement of such sums paid or anticipated to be paid, Paymentech has all of the rights and remedies of such Payor under applicable federal, state, or local laws and Merchant authorizes Paymentech to assert any and all such claims in its own name for and on behalf of any such Payor individually or all such Payors as a class. 8. DISPLAY OF PAYMENT BRAND MARKS. Merchant is prohibited from using the Payment Brand Marks, as defined below (sometimes referred to herein as “Marks”), other than as expressly authorized by Paymentech in writing or by the Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identify a Payment Brand. Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, advertising, and other forms depicting the Payment Brand Marks that are provided to Merchant (a) by the Payment Brands; (b) by Paymentech pursuant to this Agreement; or (c) as otherwise approved in writing by Paymentech. Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on decals, indoor and outdoor signs, advertising materials, and marketing materials; provided, that all such uses by Merchant must be approved by Paymentech and consistent with Payment Brand Rules. Merchant shall not use the Payment Brand Marks in any way that Payors could believe that the goods or services offered by Merchant are sponsored, endorsed, or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign the rights to use the Payment Brand Marks to any third party. Merchant’s right to use the Payment Brand Marks hereunder terminates with the termination of this Agreement. 9. FEES; ADJUSTMENTS. 9.1 Schedule A. Merchant shall pay all applicable fees for all Transactions, which shall be calculated and payable pursuant to this Agreement. Merchant acknowledges that the fees stated in Schedule A are based upon the assumption that Merchant’s Transactions will qualify for certain interchange rates as determined in each case by the applicable Payment Brand. If any of Merchant’s Transactions fail to qualify for such interchange rates, Paymentech shall process each such Transaction at the applicable interchange rate determined by the applicable Payment Brand. Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to Paymentech. Fees payable under this Agreement that contain a fraction of a cent will be rounded up to the next full cent. 9.2 Price Adjustments. Unless otherwise agreed to by the parties or expressly provided for herein, the fees set forth Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 7 of 14 on Schedule A shall not change during the Initial Term. Notwithstanding the foregoing, the fees set forth on Schedule A and any additional pricing supplements may be adjusted to reflect increases by Payment Brands in interchange, assessments, or other Payment Brand fees, additional fees imposed by the Payment Brands, or increases in third party fees identified in this Agreement. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Payment Brand or third party provider. 10. TERMINATION. 10.1 Term. This Agreement takes effect upon the earlier of (a) Paymentech’s signature hereto; or (b) the date Paymentech processes Merchant’s first Transaction submitted pursuant to this Agreement and continues for five (5) years from such date (the “Initial Term”). Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for two successive one-year terms (each a “Renewal Term”; the Initial Term and all Renewal Terms collectively referred to herein as “Term”). Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date. 10.2 Events of Default. If any of the following events shall occur (each an "Event of Default"): (a) any transfer or assignment in violation of Section 15.4 of this Agreement; (b) irregular Transactions by Merchant, excessive Chargebacks, or any other circumstances which, in Paymentech’s discretion, may increase Paymentech’s or Member’s exposure for Merchant’s Chargebacks or otherwise present an Anticipated Risk to Paymentech; (c) any representation or warranty in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; (d) Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account, as detailed in Section 4.6; (e) material breach of Section 1.1; (f) Merchant fails in any material respect in performance or observance of any term, covenant, condition, or agreement contained in this Agreement, including, without limitation, compliance with Payment Brand Rules and Security Standards; (g) a case or other proceeding shall be commenced by or against Merchant in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Merchant, or of all or any substantial part of the assets, domestic or foreign, of Merchant, and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the Bankruptcy Code) shall be entered; (h) Paymentech, in its sole reasonable discretion, deems Merchant to be financially insecure; (i) any Payment Brand (i) notifies Paymentech or Member that it is no longer willing to accept Merchant’s Transaction Data; or (ii) requires Paymentech or Member to terminate or limit this Agreement or Merchant’s ability to accept Payment Cards from Payors; (j) Merchant or any person owning or controlling Merchant’s business is listed in one or more databases of terminated or high risk merchants maintained by the Payment Brands; (k) Merchant engages in conduct that (i) causes Paymentech or Member to violate the Payment Brand Rules or applicable law; (ii) results in Paymentech’s, Member’s, or Merchant’s participation in a risk-based program under the Payment Brand Rules; or (iii) creates or could tend to create harm or loss to the goodwill of any Payment Brand, Paymentech, or Member; (l) for a period of more than sixty (60) consecutive days, Merchant does not transmit Transaction Data to Paymentech; (m) Merchant fails to comply with Section 15.15; or (n) Paymentech’s Transaction processing services under this Agreement fail to conform to generally accepted standards for such services in the Transaction processing industry. then, the non-defaulting party may terminate this Agreement by providing the defaulting party with written notice of termination. Following receipt of such notice, and solely for termination based on subsections (c), (f) and (n), the defaulting party shall have thirty (30) days to cure the Event of Default, and the Agreement shall terminate in the event such cure is not effected by the end of such period. No cure period shall be provided when termination is based any other Event of Default. If this Agreement is terminated by Paymentech for Merchant’s default hereunder, Merchant acknowledges that Paymentech may be required to report Merchant’s business name and the names and other identification of its principals Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 8 of 14 to the Payment Brands. Merchant expressly agrees and consents to such reporting in the event Merchant is terminated for any reason specified, and Merchant agrees to waive and hold Paymentech harmless from and against any and all claims which Merchant may have as a result of such reporting. 10.3 Other Events. In addition to the remedies above and any rights Paymentech may have under this Agreement, Paymentech may suspend the processing of some or all of Merchant’s Transactions upon: (a) an occurrence of an Event of Default by Merchant; (b) receipt by Paymentech of notice that a Payment Brand intends to impose any fine or penalty as a result of excessive Chargebacks or Merchant’s acts or omissions; or (c) receipt by Paymentech of objections or concerns expressed by a Payment Brand which render Paymentech’s continued processing of Merchant’s Transactions unduly burdensome, impractical, or risky. 10.4 Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions, all related adjustments, fees and other amounts due from Merchant, and the resolution of any related Chargebacks, disputes, or other issues involving Transactions, will continue to apply even after termination of this Agreement, with respect to all Transactions made prior to such termination or after such termination, as described below. After termination of this Agreement for any reason whatsoever, Merchant shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments resulting from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to Paymentech under this Agreement or which may be due to Paymentech before or after such termination to either Paymentech or Member. If Merchant submits Transaction Data to Paymentech after the date of termination, Paymentech may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. Upon notice of termination of this Agreement, Paymentech may estimate the aggregate dollar amount of anticipated Chargebacks, Refunds and Anticipated Risks that Paymentech reasonably anticipates subsequent to termination, and Merchant agrees to immediately deposit such amount in its Settlement Account, or Paymentech may withhold such amount from Merchant’s settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement. 11. INDEMNIFICATION. Paymentech agrees to indemnify Merchant and its affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant’s costs, expenses, and reasonable attorneys’ fees) arising out of any Chargeback or third party claim or complaint (a) made with respect to any error in Transaction Data caused by Paymentech or by malfunctions of Paymentech’s processing systems; (b) caused by Paymentech’s noncompliance with this Agreement, the Payment Brand Rules, or the Security Standards; or (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Paymentech. This indemnification does not apply to any claim or complaint relating to Merchant’s failure to resolve a payment dispute concerning merchandise or services sold by Merchant or Merchant’s negligence or willful misconduct. The indemnification provided under this Section 11 shall survive termination and is subject to the limitation of liability set forth in Section 14 of this Agreement. 12. TRANSACTION DATA AND PAYMENT CARD INFORMATION; PAYMENT CARD INDUSTRY COMPLIANCE. 12.1 Merchant financial information, information related to Merchant’s Transactions, and other information that Merchant provides to Paymentech may be shared by Paymentech with its affiliates and the Payment Brands. Paymentech will not otherwise disclose or use such information other than (a) as necessary to process Merchant’s Transactions or otherwise provide services and maintain Merchant’s account pursuant to this Agreement; (b) to detect, prevent, reduce, or otherwise address fraud, security, or technical issues; (c) to enhance or improve Paymentech’s products and services generally; or (d) as required or permitted by the Payment Brands or applicable law. Paymentech may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Paymentech’s customers or specific segments of Paymentech’s customers. 12.2 Payment Card Industry Compliance. Merchant acknowledges and understands the importance of compliance with the Security Standards, such as those relating to the storage and disclosure of Transaction Data and Payment Card Information. Therefore, Merchant shall not disclose or use Payment Card Information, other than (a) to Merchant’s agents and contractors for the purpose of assisting Merchant in completing a Transaction; (b) to the applicable Payment Brand; or (c) as specifically required by law or pursuant to a government or regulatory demand. Furthermore, Merchant acknowledges and understands that its use of any fraud mitigation or security enhancement solution (e.g. an encryption product or service), whether provided to Merchant by Paymentech or a third party, in no way limits Merchant’s obligation to comply with the Security Standards or Merchant’s liabilities set forth in this Agreement. Merchant is allowed by the Payment Brand Rules to store only certain Payment Card Information (currently limited to Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 9 of 14 the Payor's name, Payment Card account number, and expiration date) and is prohibited from storing additional Payment Card Information, including, without limitation, any security code data, such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. Merchant shall store all media containing Payment Card Information in an unreadable format wherever it is stored and in an area limited to selected personnel on a “need to know” basis only. Prior to either party discarding any material containing Payment Card Information, the party will render the account numbers unreadable in accordance with the requirements of the Security Standards. If at any time Merchant determines or suspects that Payment Card Information has been compromised Merchant must notify Paymentech immediately and assist in providing notification to such parties as may be required by law or Payment Brand Rules, or as Paymentech otherwise reasonably deems necessary. Merchant agrees to comply with all Security Standards, as defined in Section 17. Merchant further agrees to provide Paymentech, upon its request, with such tests, scans, and assessments of Merchant’s compliance with Security Standards as may from time to time be required by the Payment Brands. Merchant must immediately notify Paymentech of its use of any Service Provider. Merchant shall ensure that, to the extent required by each Payment Brand, its Service Providers are (d) compliant with all applicable Security Standards; and (e) appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Payment Brands. To the extent required by each Payment Brand, all Payment Applications, or software involved in processing, storing, receiving, or transmitting of Payment Card Information, shall be (f) compliant with all Security Standards applicable to such Payment Applications or software; and (g) registered with and/or recognized by such Payment Brand(s) as being so compliant. Furthermore, to the extent Merchant is required under the Payment Brand Rules, or Merchant otherwise elects, to utilize EMV chip-capable terminals, all EMV chip-capable terminals used by Merchant must appear on the EMV co-approved terminal list maintained by the Payment Brands. Merchant understands that its failure, or the failure of any of its Service Providers, to comply with the Payment Brand Rules, including the Security Standards, or the compromise of any of Payment Card Information (whether such Payment Card Information is under the control of Merchant or its Service Provider), may result in assessments, fines, and/or penalties by the Payment Brands, and Merchant agrees to indemnify and reimburse Paymentech immediately for any such assessment, fine, or penalty imposed on Paymentech or the Member and any related loss, cost, or expense incurred by Paymentech or the Member. If any Payment Brand requires a forensic examination of Merchant or any of Merchant’s Service Providers due to a Data Compromise Event, Merchant agrees to cooperate with, and cause all applicable Service Providers to cooperate with, such forensic examination until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand. Notwithstanding the foregoing, the Payment Brands may (h) directly engage, or demand that Paymentech engage, an examiner on behalf of the Merchant in order to expedite the investigation of the Data Compromise Event; or (i) pursuant to the Payment Brand Rules, permit Paymentech to investigate the Data Compromise Event. In either scenario, Merchant agrees to pay for all costs and expenses related to such forensic examination, including all of Paymentech’s reasonable attorneys’ fees and other costs relating to such forensic examination. By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, Merchant shall not sell, transfer, or disclose to third parties any materials that contain Transaction Data or Payment Card Information. Upon request, Merchant must return such information to Paymentech or provide Paymentech with acceptable proof of its destruction. 13. INFORMATION ABOUT MERCHANT AND MERCHANT’S BUSINESS. 13.1 Additional Financial Information. Upon five (5) days’ written notice at any time, Merchant agrees to furnish to Paymentech (a) its most recently prepared financial statements and credit information; 13.2 Audit Rights. With prior notice and during Merchant’s normal business hours, Paymentech’s duly authorized representatives may visit Merchant’s business premises and may examine Merchant’s books and records that pertain to Merchant’s Transactions or Merchant’s compliance with this Agreement. 13.3 Other Information. Merchant agrees to provide Paymentech at least thirty (30) days' prior written notice of its intent to change current product lines or services, Merchant’s trade name, or the manner in which Merchant accepts Payment Cards. If Paymentech determines such a change is material to its relationship with Merchant, Paymentech may refuse to process Transaction Data made subsequent to the change or terminate this Agreement. Merchant agrees to provide Paymentech with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant. Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 10 of 14 14. DISCLAIMER; LIMITATION OF DAMAGES. Subject to Section 5, Paymentech will, at its own expense, correct any Transaction Data to the extent that such errors have been caused by Paymentech or by malfunctions of Paymentech’s processing systems. Under no circumstances will Paymentech’s financial liability arising out of or related to its performance of services under this Agreement exceed the total fees paid to Paymentech under this Agreement (net of Payment Brand fees, third party fees, interchange, assessments, penalties, and fines) for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO MERCHANT’S ACCEPTANCE OF PAYMENT CARDS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. NEITHER PAYMENTECH NOR MEMBER SHALL BE LIABLE OR RESPONSIBLE FOR THE AUTHENTICITY, ACCURACY, CORRUPTION, DISAPPEARANCE, THEFT OF, DAMAGE TO, OR TAMPERING WITH ANY DATA, INCLUDING, WITHOUT LIMITATION, TRANSACTION DATA, TRANSMITTED IN ANY FORM OR FORMAT TO PAYMENTECH BY OR ON BEHALF OF MERCHANT, AND PAYMENTECH AND MEMBER SHALL BE ENTITILED TO RELY ON DATA IT RECEIVES FROM OR ON BEHALF OF MERCHANT IN THE DISCHARGE BY PAYMENTECH AND MEMBER OF ITS OBLIGATIONS HEREUNDER. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 15. MISCELLANEOUS. 15.1 Taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay any taxes imposed on the services, equipment, supplies, and other property provided under this Agreement as well as any taxes imposed on interchange, assessments or other third party fees collected by Paymentech pursuant to this Agreement, and Merchant authorizes Paymentech to increase the amount collected from Merchant to reflect any and all assessments or increases in the sales, use, occupational, property, lease, or other taxes imposed on such sale or lease of services, tangible property, intellectual property, equipment, supplies, and other goods purchased. 15.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 15.3 Assignment. (a) Merchant. Merchant may not transfer or assign this Agreement without the prior written consent of Paymentech. Any purported transfer or assignment of this Agreement by Merchant (including by operation of law, merger, or otherwise) without Paymentech’s prior written consent shall be, in Paymentech’s sole discretion, null and void and Merchant shall remain bound by the terms and conditions of this Agreement and shall be fully responsible for all Transactions submitted by the purported assignee/transferee, and for all related liabilities arising therefrom. In the case of a permitted transfer or assignment of this Agreement by Merchant, the assignee/transferee shall, as of the effective date of the assignment or transfer, be bound by the terms and conditions of this Agreement and shall be fully responsible for all Transactions submitted and for all related liabilities arising therefrom. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of Merchant’s assets or business, shall have any right to continue or to assume or to assign this Agreement without Paymentech’s prior written consent. Merchant agrees to provide Paymentech with not less than thirty (30) days prior written notice of: (i) any sale of all or substantially all of the assets of Merchant; or (ii) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant’s securities, or otherwise acquires voting control of Merchant. (b) Paymentech; Member. Upon notice to Merchant, another Payment Brand member may be substituted for Member under whose sponsorship this Agreement is performed and for whom Paymentech is acting as agent hereunder. Subject to Payment Brand Rules, Paymentech may assign or transfer this Agreement and its rights and obligations hereunder and may delegate its duties hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice to or consent of Merchant. 15.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 11 of 14 their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees’ actions. In providing services to Merchant, Paymentech will not be acting in the capacity of agent, partner, or joint venturer; Paymentech is acting solely as an independent contractor. 15.5 Representations. The parties shall perform their obligations under this Agreement in compliance with all applicable laws. Merchant represents and warrants that statements made on its Application are true as of the date of this Agreement. Paymentech represents and warrants that its execution of and performance under this Agreement (a) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Paymentech and any third party or any affiliated entity; (b) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (c) that the person signing this Agreement on behalf of Paymentech is duly authorized to do so. Merchant represents and warrants that its execution of and performance under this Agreement (d) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Merchant and any third party or any affiliated entity; (e) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (f) that the person signing this Agreement on behalf of Merchant is duly authorized to do so. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant represents and warrants that it is fully cooperating with the investigation and agrees to continue so cooperating until the investigation is completed. 15.6 Publicity. Unless required by law, including, but not limited to the California Public Records Act Section 6250 et Seq, or other applicable law, neither Paymentech nor Merchant may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement, without the prior written consent of the non-disclosing party. 15.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Payment Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 15.8 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 15.9 Entire Agreement. The Payment Brand Rules, Application, taxpayer identification and certification documentation, and all schedules, supplements, and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. In the event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant’s previously submitted Request for Proposal (“RFP”) or Paymentech’s subsequent response to Merchant’s RFP, the terms and conditions of this Agreement shall control. 15.10 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.11 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial. UNLESS OTHERWISE MANDATED BY APPLICABLE LAW, THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO CONFLICT OF LAW PROVISIONS. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 15.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of Paymentech’s vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.12 will affect or excuse Merchant’s liabilities and obligations for Chargebacks, refunds, or unfulfilled goods and services. Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 12 of 14 15.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Merchant’s electronic signature or continued submission of Transactions to Paymentech following such notice will be deemed to be Merchant’s acceptance of such amendment. 15.14 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 15.15 Merchant Taxpayer Certification and Paymentech Reporting Obligations. Pursuant to 26 USC 6050W, Paymentech is a “payment settlement entity”, obligated to collect and report certain taxpayer information to the United States Internal Revenue Service. Therefore, in conjunction with the execution of this Agreement, Merchant shall provide Paymentech with the appropriate taxpayer certification documentation, via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify Paymentech if there are any changes in this information. Paymentech may deduct withholding taxes, if any, from proceeds payable to Merchant or any entity that is a party to this agreement where required under applicable law. Paymentech may, in accordance with applicable law and from time to time during the Term of this Agreement, request Merchant to recertify its taxpayer certification hereunder. Furthermore, Merchant shall be responsible for any penalties related to the reporting obligations of Paymentech hereunder to the extent such penalties accrue based on the actions or inactions of Merchant despite reasonable notice from Paymentech. 16. SURVIVAL. The provisions of Sections 1.6, 4.2, 4.4, 4.5, 4.6, 5, 6, 7, 9, 10.2, 10.4, 11, 12, 14, 15, 16 and 17 shall survive the termination of this Agreement. 17. DEFINITIONS. “Application” means a statement of Merchant’s financial condition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to Paymentech, including credit, financial and other business related information, to induce Paymentech to enter into this Agreement with Merchant and that has induced Paymentech to process Merchant’s Transactions under the terms and conditions of this Agreement. “Chargeback” means a reversal of a Transaction Merchant previously presented to Paymentech pursuant to Payment Brand Rules. “Conveyed Transaction” means any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to Merchant. “Payor” or “Customer” means the person or entity to whom a Payment Card is issued or who is otherwise authorized to use the Payment Card. “Data Compromise Event” means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transaction Data and/or Payment Card Information. “Effective Date” means the date the Agreement takes effect pursuant to Section 10.1. “EMV” means Europay, MasterCard and Visa. “Issuing Bank” means the financial institution or other member of a Payment Brand that has a contractual relationship with the Payor for the issuance of a Payment Card. “Merchant” means the legal entity identified in the Application and on the first and signature pages of this Agreement. “Member” means JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Payment Brands. Member is a principal party to this Agreement and Merchant’s acceptance of Payment Brand products is extended by the Member. “Payment Application” means a third party application used by merchant that is involved in the authorization or settlement of Transaction Data. “Payment Brand” means any payment method provider whose payment method is accepted by Paymentech for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, and other credit and debit card providers, debit network providers.. Payment Brand also includes the Payment Card Industry Security Standards Council and the Electronic Payment Association (frequently referred to as “NACHA”). “Payment Brand Rules” means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Payment Brands. “Payment Card” or “Payment Instrument” means an account, or evidence of an account, authorized and established between a Payor and a Payment Brand, or representatives or members of a Payment Brand that Merchant accepts from Payors as payment on an account or for goods, or services. Payment Cards include, but are not limited to, credit and Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 13 of 14 debit cards, authorized account or access numbers, paper certificates, and credit accounts. Use of the term Payment Card or Payment Instrument throughout this Agreement includes any Payment Card with an embedded microcomputer EMV chip. “Payment Card Information” means information related to a Payor or the Payor’s Payment Card, that is obtained by Merchant from the Payor’s Payment Card, or from the Payor in connection with his or her use of a Payment Card (e.g., a security code, a PIN number, credit limits, account balances, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Payment Card account number and expiration date, the Payor’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Card Information shall be treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data” as such terms are used in the then current PCI DSS. “Paymentech” means Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. “Refund Policy” means a written policy with regard to Refunds. “Retrieval Request” means a request for information by a Payor or Payment Brand relating to a claim or complaint concerning a Transaction. “Security Standards” means all rules, regulations, standards, or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security & Compliance Program (“DISC”), American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program (“SDP”), Visa’s Payment Application Best Practices (“PABP”), the Payment Card Industry’s Payment Application Data Security Standard (“PA DSS”), MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program (“PCI PTS”), in each case as they may be amended from time to time. “Service Provider” means any party that processes, stores, receives, transmits, or has access to Payment Card Information on Merchant’s behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. “Settled Transaction” means a Transaction conducted between a Payor and Merchant utilizing a Payment Card in which consideration is exchanged between the Payor and Merchant for payment on an account or the purchase of a good or service or a Refund and the value for such Transaction is settled by the Payment Brand through Paymentech to the Merchant. “Transaction” means a transaction conducted between a Payor and Merchant utilizing a Payment Card in which consideration is exchanged between the Payor and Merchant. “Transaction Data” means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record, which is submitted to Paymentech “Transaction Receipt” means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Payor. [Signature Page Follows] Government Select Merchant Payment Card Processing Agreement - Rev. Feb 2017 INTERNAL PAYMENTECH USE Merchant Name: Page 14 of 14 IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement. Agreed and Accepted by: Merchant Legal Name By (authorized signature) Print Name and Title Date Address City, State Zip Agreed and Accepted by: PAYMENTECH, LLC for itself and on behalf of JPMORGAN CHASE BANK, N.A. By Print Name and Title Date 4 Northeastern Boulevard, Salem, NH 03079 Address City, State Zip V14250 To Be Completed By Paymentech, LLC Merchant Agreement Contract Number is: _____________________________________________ Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-814 Agenda Date:8/9/2017 Version:1 Item #:5. Motion to approve the Minutes from the meetings of July 26, 2017. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-802 Agenda Date:8/9/2017 Version:1 Item #:6. Motion confirming payment registers for August 9, 2017.(Richard Lee, Director of Finance) The payments shown in the attached payment register are accurate and sufficient funds were available for payment (payroll items excluded). Attachment: Payment Register City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-716 Agenda Date:8/9/2017 Version:1 Item #:7. Report regarding a resolution approving the filing of a grant application in a total amount not to exceed $187,948 from the Division of Boating and Waterways Boating Infrastructure Grant program for public bathrooms at Oyster Point Marina.(Deborah Gill, Special Projects Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the filing of a grant application not to exceed $187,948 for Division of Boating and Waterways Boating Infrastructure Grant program grant funds for restrooms replacement in Oyster Point Marina in Fiscal Year (FY) 2017-2018. BACKGROUND/DISCUSSION The California State Parks,Division of Boating and Waterways’(DBW)mission is to provide safe and convenient public access to California’s waterways.The Division fulfills this mission in part through its Local Assistance Loan and Grant Programs.DBW has been designated as the State Grant Administrator by the U.S. Fish and Wildlife Service for the federal Boating Infrastructure Grant Program (BIG)using funds from the Wildlife and Sport Fish Restoration Program.A total of $200,000 is available in California for eligible applicants within Tier I of the BIG grant program. Oyster Point Marina,owned by the City of South San Francisco,is operated and maintained by the San Mateo County Harbor District pursuant to a Joint Powers Agreement.As part of the Oyster Point Development project, the restrooms are to be demolished in order to perform additional grading on site which will meet sea level rise estimates. The City of South San Francisco is submitting an application to replace the restrooms at Oyster Point Marina for consideration in their Tier I cycle.Please see the attachment for the proposed site layout.Due to the grant application deadline,staff submitted an application on August 1,2017.However,in order for the application to be considered,the granting agency requires a City Council resolution which approves filing of the grant application. FUNDING Initial estimates place the cost of replacing the restrooms at approximately $386,725.Live-aboards, which can make up to ten percent of the boats in the marina,are not eligible for BIG grant funds.BIG program costs are prorated at 90 percent, a total cost estimate of $348,053. Grant Program applicants are required to provide a minimum of 25 percent of project costs.A match of $160,104 would be allocated from Successor Agency to the Redevelopment Agency of South San City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-716 Agenda Date:8/9/2017 Version:1 Item #:7. of $160,104 would be allocated from Successor Agency to the Redevelopment Agency of South San Francisco funds which have been allocated to the City for Phase IC and Phase IIC improvements at Oyster Point Marina.A match of $160,104 would fulfill the Grant Program match requirement and enable the application to be more competitive. CONCLUSION It is recommended that the City Council adopt a resolution approving the filing of a grant application not to exceed $187,948 for Division of Boating and Waterways Boating Infrastructure Grant program grant funds for restrooms replacement in Oyster Point Marina in Fiscal Year (FY) 2017-2018. Attachment: Proposed Site Layout City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-717 Agenda Date:8/9/2017 Version:1 Item #:7a. Resolution approving the filing of a grant application in a total amount not to exceed $187,948 from the Division of Boating and Waterways Boating Infrastructure Grant program for the private bathrooms at Oyster Point Marina. WHEREAS, the City of South San Francisco (“City”) has ownership of Oyster Point Marina; and WHEREAS,the City desires to replace the private bathrooms at Oyster Point Marina for the recreational boaters to meet the needs of the boaters and to provide public access to these facilities; and WHEREAS,the Division of Boating and Waterways accepts applications for state grant funding to construct, renovate or maintain boating infrastructure facilities through its Boating Infrastructure Grant Program (Grant Program); and WHEREAS, initial estimates place the cost of replacing the restrooms at approximately $386,725; and WHEREAS, Grant Program project costs are estimated at $348,053; and WHEREAS, City Staff wishes to request and apply for Grant Program funding in the amount of $187,948; and WHEREAS,state law requires successful Grant Program applicants to provide a minimum of 25 percent of project costs. WHEREAS,the required local matching funds of $160,104 would be funded with Successor Agency funds allocated to Phase IC and IIC improvements at Oyster Point Marina. NOW,THEREFORE BE IT RESOLVED,that the City Council of the City of South San Francisco hereby authorizes the City Manager to prepare,sign,and submit a grant application to the Division of Boating and Waterways requesting $187,948 in Grant Program funding for a bathroom replacement project;upon award of the grant hereby authorizes the City Manager to execute a grant agreement with California State Parks, Division of Boating and Waterways and any amendments to said grant agreement;and hereby authorizes the appropriation of $160,104 from the Successor Agency to the Redevelopment Agency of the City of South San Francisco to fulfill the Grant Program match requirement. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-714 Agenda Date:8/9/2017 Version:1 Item #:8. Report regarding a resolution approving the filing of a grant application in a total amount not to exceed $1,153,233 from the Division of Boating and Waterways Boating Infrastructure Grant program for a fuel dock replacement at Oyster Point Marina. (Deborah Gill, Special Projects Manager) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the filing of a grant application not to exceed $1,153,233 for Division of Boating and Waterways Boating Infrastructure Grant program grant funds for a fuel dock replacement in Oyster Point Marina in Fiscal Year (FY) 2017-2018. BACKGROUND/DISCUSSION The California State Parks,Division of Boating and Waterways’(DBW)mission is to provide safe and convenient public access to California’s waterways.The DBW fulfills this mission in part through its Local Assistance Loan and Grant Programs.DBW has also been designated as the State Grant Administrator by the U.S.Fish and Wildlife Service for the federal Boating Infrastructure Grant Program (BIG),utilizing funds from the Wildlife and Sport Fish Restoration Program.A total of $2,000,000 is available in California for eligible applicants within Tier II of the BIG grant program. The Oyster Point Marina,owned by the City of South San Francisco (“City”),is operated and maintained by the San Mateo County Harbor District (“District”)pursuant to a Joint Powers Agreement between the City and the District.In May 2017,the City examined the state of Oyster Point Marina’s fuel dock and fuel system,and the evaluation found that the fuel dock and fuel system required significant repair and replacement.Given the condition of the fuel system,the on-dock utilities,and the floating dock,it is recommended that the fuel dock be replaced as soon as funds are available.Please see Attachment 1 for photographs.Additionally,the fuel tanks are recommended for replacement. The City of South San Francisco is submitting an application for consideration in the Tier II BIG program cycle to replace the fuel dock at Oyster Point Marina.Please see Attachment 2 for the proposed layout.Due to the grant application deadline,staff submitted an application on August 1,2017.However,in order for the application to be considered,the granting agency requires a City Council resolution which approves filing of the grant application. FUNDING Initial estimates place the cost of replacing the fuel dock and related infrastructure and fuel lines and tanks at approximately $2,615,040.Live-aboards,which can make up to ten percent of the boats in the marina,are not eligible for BIG grant funds.BIG program costs are prorated at 90 percent,a total City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-714 Agenda Date:8/9/2017 Version:1 Item #:8. the marina,are not eligible for BIG grant funds.BIG program costs are prorated at 90 percent,a total cost estimate of $2,353,536. Grant Program applicants are required to provide a minimum of 25 percent of project costs.The City of South San Francisco proposes providing the matching funds of $1,200,303 through a potential community facilities district (CFD)applicable to Oyster Point Marina Property.If created,the CFD would generate funds that would be adequate to fund the differential in the proposed total costs inclusive of the local match and the grant funds awarded to the project.A match of $1,200,303 from the CFD would fulfill the Grant Program match requirement and enable the application to be more competitive. CONCLUSION It is recommended that the City Council adopt a resolution approving the filing of a grant application not to exceed $1,153,233 for Division of Boating and Waterways Boating Infrastructure Grant program grant funds for a fuel dock and fuel system replacement in Oyster Point Marina in Fiscal Year (FY) 2017-2018. Attachments: ·Attachment 1 - Fuel dock photographs ·Attachment 2 - Proposed fuel dock layout City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ 1. Photograph 1 Existing Fuel Dock Photograph 2 Plywood Walking Surface Photograph 3 Pay Shack Photograph 4 Utilities: Pipe Struts and Straps under Approach Structure Photograph 5 Utilities: Fuel Lines and Electrical Conduits in Water Photograph 6 Utilities: Wet Utility Lines and Electrical Cables in Water Photograph 7 Fuel Lines Transition from Land to Gangway Approach Structure Photograph 8 Cracks and Spalls in Gangway Approach Structure Photograph 9 Gangway and Gate Structure City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-715 Agenda Date:8/9/2017 Version:1 Item #:8a. Resolution approving the filing of a grant application in a total amount of $1,153,233 from the Division of Boating and Waterways Boating Infrastructure Grant program for a fuel dock system replacement at Oyster Point Marina. WHEREAS, the City of South San Francisco (“City”) has ownership of Oyster Point Marina; and WHEREAS,the City desires to replace the fuel dock at Oyster Point Marina to meet the needs of the boaters and to provide public access to these facilities; and WHEREAS,the Division of Boating and Waterways accepts applications for state grant funding to construct, renovate or maintain boating infrastructure facilities through its Boating Infrastructure Grant Program (Grant Program); and WHEREAS, initial estimates place the cost of replacing the fuel dock at approximately $2,615,040; and WHEREAS, Grant Program eligible project costs are estimated at $2,353,536; and WHEREAS,staff recommends that the City Council approve submission of a grant funding request in the amount of $1,153,233; and WHEREAS,state law requires successful Grant Program applicants to provide a minimum of 25 percent of project costs. WHEREAS,the local matching funds,in the amount of $1,200,303,would come from community facilities district revenues from a proposed community facilities district related to the Oyster Point area properties. NOW,THEREFORE BE IT RESOLVED,that the City Council of the City of South San Francisco hereby authorizes the City Manager to prepare,sign,and submit a grant application to the Division of Boating and Waterways requesting $1,153,233 in Grant Program funding for a fuel dock system replacement;and hereby authorizes the City Manager to execute a grant agreement with California State Parks,Division of Boating and Waterways and any amendments to said grant agreement. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-841 Agenda Date:8/9/2017 Version:2 Item #:9. Motion to cancel the Regular City Council meetings on September 13,2017 and September 27,2017.(Mike Futrell, City Manager) RECOMMENDATION It is recommended that the City Council,by motion,cancel the Regular City Council meetings on September 13, 2017 and September 27, 2017. CONCLUSION Cancellation of the September 13,2017 and September 27,2017 Regular City Council meetings will not result in an adverse effect on City business. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-794 Agenda Date:8/9/2017 Version:1 Item #:10. Report regarding a resolution authorizing the acceptance of up to $8,225 in Library Services and Technology Act grant funding from the California State Library to support library services for veterans,and authorizing the Finance Director to adjust the Library Department’s Fiscal Year 2017-18 operating budget on receipt of funds. (Valerie Sommer, Library Director) RECOMMENDATION It is recommended that the City Council adopt a resolution authorizing the acceptance of up to $8,225 in Library Services and Technology Act (LSTA)grant funding from the California State Library to support library services to veterans,and authorize the Finance Director to amend the Library Department’s Fiscal Year (FY) 2017-18 operating budget on receipt of funds. BACKGROUND/DISCUSSION In July 2017,the Library Department applied for and received a federal Library Services and Technology Act (LSTA)grant administered by the California State Library for up to $8,225 to support library services to veterans and their families.For the past six years,California has been building a network of 50 Veterans Connect @ the Library Resource Centers to assist veterans and their families in identifying and accessing state and federal resources and benefits.The purpose of the project is to assist California veterans in reintegrating into our community and workforce.The grant will enable training for Library staff and volunteers to become Benefits Coaches for veterans,assisting veterans and their families in finding appropriate resources and benefits in order to ensure a smooth transition into civilian life.The grant also provides funds for library materials focused on veteran issues and interests, and programs focused on veteran needs. FUNDING Grant funds will be issued to the City on a reimbursement basis in an amount not to exceed $8,225.Funds received will be used to amend the Library Department’s current FY2017-18 operating budget.Receipt of these funds does not commit the City to ongoing funding. CONCLUSION Receipt of these funds will support services and collections to assist veterans in reintegrating in the community and accessing benefits and resources.It is recommended that the City Council accept up to $8,225 in LSTA grant funding from the California State Library and authorize the Finance Director to amend the Library Department’s FY2017-18 operating budget on receipt of funds. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-795 Agenda Date:8/9/2017 Version:1 Item #:10a. Resolution authorizing the acceptance of up to $8,225 in Library Services and Technology Act grant funding from the California State Library to support library services for veterans,and authorizing the Finance Director to adjust the Library Department’s Fiscal Year 2017-18 operating budget on receipt of funds. WHEREAS,the City of South San Francisco (“City”)Library Department is dedicated to assisting all residents in locating and accessing information; and WHEREAS,in July 2017 the Library Department was awarded federal Library Services and Technology Act funding,administered by the California State Library,in an amount up to $8,225 to support a Veterans Connect @ the Library Resource Center; and WHEREAS,the project will focus on assisting California veterans and their families in identifying and accessing state and federal resources and benefits; and WHEREAS, funding for this grant is reimbursement based with total costs not to exceed $8,225; and WHEREAS, receipt of these grant funds does not commit the City to ongoing funding; and WHEREAS,the foregoing grant funds will be used to amend the Library Department’s Fiscal Year (FY)2017- 18 operating budget on receipt. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby accepts up to $8,225 in grant funding from the California State Library and authorizes the Finance Director to amend the Library Department’s FY2017-18 operating budget in order to reflect an increase in the amount received from the California State Library. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-809 Agenda Date:8/9/2017 Version:1 Item #:11. Report regarding a resolution approving Amendment No.3 to the Employment Agreement between Michael Futrell and the City of South San Francisco.(Jason Rosenberg, City Attorney) RECOMMENDATION It is recommended that the City Council adopt a resolution approving Amendment No.3 to the Employment Agreement between Michael Futrell and the City of South San Francisco. BACKGROUND/DISCUSSION The City Council requested an amendment to the employment agreement with Michael Futrell to extend the term of the existing employment agreement through April 6,2020.The amendment to the employment agreement also modifies Mr.Futrell’s annual base salary from $252,050 to $269,612.There are no other changes to Mr. Futrell’s contract. The proposed amendment is attached to the resolution as Exhibit A. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-810 Agenda Date:8/9/2017 Version:1 Item #:11a. Resolution approving Amendment No.3 to the Employment Agreement between the City of South San Francisco and Michael Futrell and the City of South San Francisco. WHEREAS,on March 12,2014,the City Council approved by resolution an employment agreement with Michael Futrell for services as City Manager of the City of South San Francisco,and Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Employment Agreement”); and, WHEREAS,on June 24,2015,the City of South San Francisco approved Amendment No.1 to the Employment Agreement; and, WHEREAS,on July 13,2016,the City of South San Francisco approved Amendment No.2 to the Employment Agreement; and, WHEREAS,the City of South San Francisco and Michael Futrell hereto desire to further amend the Employment Agreement. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of South San Francisco that Amendment No. 3 to the Employment Agreement, attached hereto as Exhibit A, is hereby approved. BE IT FURTHER RESOLVED that the Mayor is hereby authorized to execute said Amendment No.3 to the Employment Agreement on behalf of the City of South San Francisco. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ 1 AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT BETWEEN MICHAEL FUTRELL AND THE CITY OF SOUTH SAN FRANCISCO DATED MARCH 12, 2014 RECITALS WHEREAS, on March 12, 2014, the City of South San Francisco and Michael Futrell entered into an Employment Agreement for services as City Manager of the City of South San Francisco and Executive Director of the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Employment Agreement”); and WHEREAS, the parties previously entered into Amendment No. 1 and Amendment No. 2 to the Employment Agreement; and WHEREAS, the parties now seek to further amend the Employment Agreement to modify the terms. NOW, THEREFORE, the parties hereto agree as follows: 1. Section 1(A) is hereby amended to read as follows: A. This Agreement shall remain in full force in effect from April 7, 2014 through April 6, 2020, unless terminated by the Employer or Employee as provided in Section 9 or Section 11 of this Agreement. 2. Section 3(A) is hereby amended to read as follows: A. Base Salary: Employer agrees to pay Employee an annual base salary of two hundred and fifty nine thousand and six hundred twelve dollars ($259,612), effective July 26, 2017, payable in installments at the same time that the other management employees of the Employer are paid. All other terms of the Employment Agreement, Amendment No. 1, and Amendment No. 2 not modified by this Amendment No. 3 shall remain in full force and effect. ____________________________________ Mayor City of South San Francisco ____________________________________ Michael Futrell 2 ATTEST: ___________________________ City Clerk APPROVED AS TO FORM: __________________________ City Attorney City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-804 Agenda Date:8/9/2017 Version:1 Item #:12. Report regarding a resolution approving the City Council’s response to the San Mateo County Civil Grand Jury Report,dated June 29,2017,entitled “English Is Not Our Only Language”and authorizing the City Manager to sign the response letter on behalf of the City.(Jeff Azzopardi, Police Chief) RECOMMENDATION It is recommended that the City Council adopt a resolution approving the Civil Grand Jury Report responses and authorize the City Manager to send the response letter to the Presiding Judge of the Superior Court of San Mateo County. BACKGROUND/DISCUSSION On June 29,2017 the San Mateo County Civil Grand Jury filed a report (Attachment A)which contained findings and recommendations that pertained to the City of South San Francisco’s and other San Mateo County Cities’use of language services for the multilingual population of San Mateo County.We are required by the Superior Court to respond with comments on these findings and recommendations to the Civil Grand Jury through Honorable Judge Leland Davis,III.Each city is required to have these responses approved by its governing body of the city at a public meeting. The report provides findings and recommendations of the Civil Grand Jury’s investigation regarding multilingual accessibility on programs and community outreach from law enforcement websites.Based on the investigation, the report found: ·Approximately 130,019 (17.8 percent)of the residents of San Mateo County self-report that they do not speak English “very well.” ·The 17 law enforcement agencies in San Mateo County provide an impressive 170+ outreach programs. South San Francisco Police Department provides: ·Access to multiple languages on its website. ·An opportunity for one-on-one interaction with a police offer or a Q&A session with an interpreter on site. ·Publication information in more than English. ·Outreach materials in languages other than English. ·On-site interpreters for outreach programs. ·South San Francisco Police Department considers the language needs of the attendees when planning community outreach events. ·South San Francisco Police Department sponsors specific outreach events for non-English speaking City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-804 Agenda Date:8/9/2017 Version:1 Item #:12. ·South San Francisco Police Department sponsors specific outreach events for non-English speaking residents. ·South San Francisco Police Department works with other police agencies to reach non-English speaking residents for outreach events. Staff has reviewed the findings and recommendations and has prepared a draft response letter to be executed by the City Manager.In general,the response letter states that the City Council agrees with all the findings,and will implement the recommendation that: All law enforcement agencies in San Mateo County will modify their websites by including multilingual translation capability to potentially increase access and participation in outreach programs by non-English speaking residents by December 31, 2017. The South San Francisco Police Department has already implemented this recommendation by using the multilingual translation feature on its website prior to the inquiry by the Civil Grand Jury. FUNDING There is no fiscal impact associated with this action. CONCLUSION It is recommended that the City Council adopt a resolution approving the responses and authorizing the City Manager to send the response letter to the Presiding Judge of the Superior Court of San Mateo County on behalf of the City. Attachment A: San Mateo County Civil Grand Jury Report City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ 2016-2017 San Mateo County Civil Grand Jury 1 ENGLISH IS NOT OUR ONLY LANGUAGE: ARE LOCAL LAW ENFORCEMENT AGENCIES PROVIDING MULTILINGUAL ACCESS TO OUTREACH PROGRAMS? Issue | Summary | Methodology | Background | Discussion | Findings Recommendations | Requests for Responses | Appendixes | Responses ISSUE San Mateo County currently has approximately 729,543 residents1 and 305,069 (41.8%) of those residents2 self-report that they speak a language other than English as their primary language. Almost half of those people (130,019), self-report that they do not speak English “very well”.3 The law enforcement agencies for the 20 cities and towns located in San Mateo County (County), together with the San Mateo County Sheriff’s Office, have the responsibility of protecting the County’s residents. This responsibility has become more difficult to fulfill as profound demographic changes over the past 25 years have brought an increasing number of people into the County who speak English either as a second language or not at all. With these statistics in mind, the 2016-2017 San Mateo County Civil Grand Jury (Grand Jury) reviewed the community outreach programs provided by the law enforcement agencies countywide to determine how, or if, these agencies have modified their outreach efforts to include the non-English speaking population. SUMMARY The law enforcement agencies in San Mateo County provide an impressive array of outreach events4 and are to be commended for having interpreters at many of these programs for the languages widely spoken in the communities they serve. Outreach, for the purposes of this report, is defined as any activity providing services and programs to any population. For law enforcement agencies, outreach includes efforts in community awareness and engagement beyond the provisions of law enforcement services. In addition to delivering programs, outreach has an educational role in that it raises the awareness of existing services.5 All residents should have access to these programs. Awareness of these programs may be limited, however, either by their absence from the law enforcement agencies’ websites or the lack of multilingual accessibility on those websites. Promoting these programs through agency websites and extending outreach in multiple languages is essential if English and non-English speaking residents alike are to benefit from them. The Grand Jury believes that including multilingual capability to the websites of the law enforcement agencies in the County may extend the awareness of, and increase the participation in, outreach programs by residents who speak English either as a second language or not at all. 1 Statistical Atlas. “Languages in San Mateo County.” http://statisticalatlas.com/county/California/San-Mateo- County/Languages. Accessed May 2017. 2 Ibid. 3 Statistical Atlas: All data are based on survey responses and were not verified in any other way. 4 Appendix A 5 En.m.wikipedia.org/wiki/Outreach. Accessed May 16, 2017. 2016-2017 San Mateo County Civil Grand Jury 2 METHODOLOGY The Grand Jury conducted a survey of the law enforcement agencies6 in San Mateo County to determine what outreach programs they offer and which of those programs are offered in multiple languages. The Grand Jury also reviewed the website for each of the law enforcement agencies to determine if those sites provide information about outreach programs in multiple languages. This report focuses on the following cities in San Mateo County: Daly City, East Palo Alto, Redwood City, San Bruno, City of San Mateo, South San Francisco, and the cities and unincorporated areas in which the San Mateo County Sheriff’s Office has policing responsibilities.7 These areas represent 72.6% of the County’s population and 84.5% of the total County’s residents who self-report that they do not speak English “very well.”8 The Grand Jury’s source for all demographic information is statisticalatlas.com as of May 16, 2017. The website indicates data are updated on an ongoing basis. It further indicates data are obtained from surveys and is not verified beyond that.9 BACKGROUND As of May 16, 2017, San Mateo County had 729,543 residents10 and 305,069 (41.8%) of those residents11 self-report that they speak a language other than English as their primary language. Of those non-English speakers, 130,019, almost half, self-report that they do not speak English “very well.” The following chart illustrates the language diversity of the County. 6 Atherton, Belmont, Brisbane, Broadmoor, Burlingame, Colma, Daly City, East Palo Alto, Foster City, Hillsborough, Menlo Park, Pacifica, Redwood City, San Bruno, San Mateo Sheriff (includes Half Moon Bay, Millbrae and San Carlos), City of San Mateo and South San Francisco. 7 Includes Half Moon Bay, Millbrae, San Carlos and the unincorporated areas of San Mateo County. 8 Statistical Atlas. “Languages in San Mateo County.” http://statisticalatlas.com/county/California/San-Mateo- County/Languages. Accessed May 2017. 9 Ibid. 10 Statistical Atlas. “Languages in San Mateo County.” http://statisticalatlas.com/county/California/San-Mateo- County/Languages. Accessed May 2017. 11 Ibid. 2016-2017 San Mateo County Civil Grand Jury 3 As noted, this report concentrates on the areas in the County where languages other than English (such as Spanish, Chinese and Tagalog) are frequently spoken by large segments of the population. The areas represent 72.6% of the County’s population and 84.5% of those County residents who self-report that they do not speak English “very well.”12 12 Ibid. 2016-2017 San Mateo County Civil Grand Jury 4 # of Individuals Speaking a Language Other Than English at Home City Population Spanish Chinese TagalogOther % Daly City 102,60517,65913,74424,5619,952 64.2% East Palo Alto 28,59714,9312672042,832 63.8% Redwood City 78,24124,3251,9258305,068 41.1% San Bruno 41,5818,3542,6382,6995,455 46.0% City of San Mateo 98,60119,0666,2432,56811,794 40.2% South San Francisco 64,63016,3075,3296,9666,990 54.2% Areas served by the Sheriff† 114,51518,6861,1227,0959,076 31.4% Total 528,770119,32831,26844,92351,167 46.5% †Includes unincorporated San Mateo County as well as the cities and towns of Half Moon Bay, Millbrae, San Carlos, Portola Valley, and Woodside As shown above, approximately 46.5% of the residents in these communities speak a language other than English at home. While most of these speakers (136,829 or 55%) self-identify as speaking English “very well,” many (109,857 or 45%) do not. For these residents, participation in city and county law enforcement outreach programs may be limited by the fact that information in their preferred languages is unavailable. The following charts represent the diversity of English proficiency and languages spoken in these communities. 2016-2017 San Mateo County Civil Grand Jury 5 Daly City Population 102,60513 East Palo Alto Population 28,59714 Tagalog and Chinese population too small to chart. Redwood City Population 78,241 15 13 Statistical Atlas. “Languages in Daly City, California.” http://statisticalatlas.com/place/California/Daly- City/Languages. Accessed May 2017. 14 Statistical Atlas. “Languages in East Palo Alto, California.” http://statisticalatlas.com/place/California/East-Palo- Alto/Languages. Accessed May 2017. 15 Statistical Atlas. “Languages in Redwood City, California.” http://statisticalatlas.com/place/California/Redwood- City/Languages. Accessed May 2017. 2016-2017 San Mateo County Civil Grand Jury 6 San Bruno Population 41,58116 San Mateo Population 98,601 17 South San Francisco Population 64,63018 16 Statistical Atlas. “Languages in San Bruno, California.” http://statisticalatlas.com/place/California/San-Bruno/Languages. Accessed May 2017. 17 Statistical Atlas. “Languages in San Mateo, California.” http://statisticalatlas.com/place/California/San-Mateo/Languages. Accessed May 2017. 18 Statistical Atlas. “Languages in South San Francisco, California.” http://statisticalatlas.com/place/California/South-San- Francisco/Languages. Accessed May 2017. 2016-2017 San Mateo County Civil Grand Jury 7 Areas Served by SMC Sheriff*19 Population 114,515 *Includes unincorporated areas and Half Moon Bay, Millbrae, San Carlos, Portola Valley, and Woodside DISCUSSION Within the County, 16 law enforcement agencies and the San Mateo County Sheriff’s Office provide local law enforcement.20 Each of these agencies has a website, or a webpage on their respective city’s website, offering information to residents about the outreach programs they provide. In response to its survey, the Grand Jury learned that these agencies collectively offer more than 170 outreach programs to their residents.21 These law enforcement agencies are to be commended for having many of their programs in languages other than English to the extent that such languages are spoken in their communities. The Grand Jury recognizes the effort and expense associated with providing numerous valuable outreach programs and making them accessible to non-English speaking residents. 19 Extrapolated from Statistical Atlas. http://statisticalatlas.com. May 2017. 20 Atherton, Belmont, Brisbane, Broadmoor, Burlingame, Colma, Daly City, East Palo Alto, Foster City, Hillsborough, Menlo Park, Pacifica, Redwood City, San Bruno, San Mateo, South San Francisco, San Mateo County Sheriff (includes Half Moon Bay, Millbrae, Portola Valley, San Carlos, and Woodside), da.smcgov.org. Accessed May 4, 2017. 21 Appendix A 2016-2017 San Mateo County Civil Grand Jury 8 The pertinent responses from the seven selected law enforcement agencies to the survey conducted by the Grand Jury were as follows: Question YN Question Y N When planning community events, such as a safety seminar, do you consider the language needs of attendees? If an event provides an opportunity for one-on-one interaction with a police officer or includes a Q&A session, are interpreters available? Daly City Y Daly City Y East Palo Alto Y East Palo Alto Y Redwood City Y Redwood City Y San Bruno Y San Bruno Y City of San Mateo Y City of San Mateo Y South San Francisco Y South San Francisco Y Areas served by the Sheriff* Y Areas served by the Sheriff* Y Question YN Question Y N When publicizing events, do you provide the information in languages other than English? Does your department sponsor specific outreach events for non-English speaking residents? Daly City Y Daly City N East Palo Alto Y East Palo Alto Y Redwood City Y Redwood City Y San Bruno N San Bruno N City of San Mateo Y City of San Mateo Y South San Francisco Y South San Francisco Y Areas served by the Sheriff* Y Areas served by the Sheriff* Y Question YN Question Y N To enhance these programs, do you work with other police departments, the probation department, youth services, or community organizations to reach non- English speaking or English-as-a-second language residents? Are accompanying materials for these outreach programs available in languages other than English? Daly City N Daly City N East Palo Alto Y East Palo Alto Y Redwood City Y Redwood City Y San Bruno Y San Bruno Y City of San Mateo Y City of San Mateo Y South San Francisco Y South San Francisco Y Areas served by the Sheriff* Y Areas served by the Sheriff* Y 2016-2017 San Mateo County Civil Grand Jury 9 Question YN Are interpreters available for any of these outreach programs? Daly City N East Palo Alto Y Redwood City Y San Bruno Y City of San Mateo Y South San Francisco Y Areas served by the Sheriff* Y *Includes unincorporated areas and Half Moon Bay, Millbrae, San Carlos, Portola Valley, and Woodside Several cities prominently announce their outreach programs on their websites.22 Others provide little or no information about such programs on their websites.23 The Grand Jury reviewed these websites24 and discovered that only nine of the 17 law enforcement agencies’ websites surveyed have multilingual capability.25 The City of East Palo Alto’s website is particularly effective in accommodating its residents’ language requirements. Notice the top right of the screen has a “Select Language” menu.26 22 Appendix B. 23 Ibid. 24 Ibid. 25 Daly City, East Palo Alto, Hillsborough, Menlo Park, Pacifica, Redwood City, San Bruno, South San Francisco, and the City of San Mateo, 26 City of East Palo Alto. “Police Department.” http://www.ci.east-palo-alto.ca.us/index.aspx?nid=558. Accessed May, 2017. Used with permission. 2016-2017 San Mateo County Civil Grand Jury 10 Clicking on the language menu allows the user to select one of over 100 languages. Selecting Spanish, for example, will translate most of the website to Spanish.27 The Grand Jury believes that by adding a translation feature to their websites, law enforcement agencies will provide greater access and possibly enable greater participation in outreach programs by non-English speaking residents. 27 Translations are not perfect. For example, certain elements such as images and pdf files will not translate; in some cases (but not always) if the name of the program has initial capitals letters, like Blood Drive, the words are left in English; and words like “drive” (as in “food drive” can be problematic, as “drive” has so many meanings). 2016-2017 San Mateo County Civil Grand Jury 11 FINDINGS F1. Approximately 130,019 (17.8%) of the residents of San Mateo County self-report that they do not speak English “very well.” F2. The 17 law enforcement agencies in San Mateo County provide an impressive 170+ outreach programs. F3. The following nine cities’ police departments’ websites provide access to multiple languages:28 • Daly City • East Palo Alto • Hillsborough • Menlo Park • Pacifica • Redwood City • San Bruno • South San Francisco • City of San Mateo F4. The following four cities’ police departments’ websites have no mention of outreach programs on their websites: • Atherton • Brisbane • Colma • Hillsborough F5. All seven of the law enforcement agencies listed below consider the language needs of the attendees when planning community outreach events: • Daly City Police Department • East Palo Alto Police Department • Redwood City Police Department • San Bruno Police Department • City of San Mateo Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office F6. All seven of the law enforcement agencies listed below provide an opportunity for one-on- one interaction with a police offer or a Q&A session with an interpreter on site: • Daly City Police Department • East Palo Alto Police Department • Redwood City Police Department • San Bruno Police Department • City of San Mateo Police Department 28 Appendix B 2016-2017 San Mateo County Civil Grand Jury 12 • South San Francisco Police Department • San Mateo County Sheriff’s Office F7. Of the seven law enforcement agencies listed in F6, six provide publication information in more than English: • Daly City Police Department • East Palo Alto Police Department • Redwood City Police Department • City of San Mateo Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office F8. Of the seven law enforcement agencies listed in F6, five sponsor specific outreach events for non-English speaking residents: • East Palo Alto Police Department • Redwood City Police Department • City of San Mateo Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office F9. Of the seven law enforcement agencies listed in F6, six work with other police agencies to reach non-English speaking residents for outreach events: • East Palo Alto Police Department • Redwood City Police Department • San Bruno Police Department • City of San Mateo Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office F10. Of the seven law enforcement agencies listed in F6, six provide outreach materials in languages other than English: • Daly City Police Department • East Palo Alto Police Department • Redwood City Police Department • San Bruno Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office F11. Of the seven law enforcement agencies listed in F6, six provide on-site interpreters for outreach programs: • East Palo Alto Police Department • Redwood City Police Department • San Bruno Police Department 2016-2017 San Mateo County Civil Grand Jury 13 • City of San Mateo Police Department • South San Francisco Police Department • San Mateo County Sheriff’s Office RECOMMENDATIONS R1. All law enforcement agencies in San Mateo County shall modify their websites by including multilingual translation capability to potentially increase access and participation in outreach programs by non-English speaking residents by December 31, 2017. R2. The law enforcement agencies (Atherton, Brisbane, Colma, and Hillsborough) whose websites lack information about their outreach programs shall update their website with the outreach programs available on the home page or provide a prominent link to the outreach programs page, by December 31, 2017. REQUEST FOR RESPONSES Responses to Recommendation 1 are requested from the following: • Atherton City Council • Belmont City Council • Brisbane City Council • Broadmoor Police Protection District Commission • Burlingame City Council • Colma Town Council • Daly City, City Council • East Palo Alto City Council • Foster City, City Council • Half Moon Bay City Council • Hillsborough Town Council • Menlo Park City Council • Millbrae City Council • Pacifica City Council • Portola Valley Town Council • Redwood City, City Council • San Bruno City Council • San Carlos City Council • San Mateo City Council • South San Francisco City Council • San Mateo County Sheriff • Woodside Town Council 2016-2017 San Mateo County Civil Grand Jury 14 Responses to Recommendation 2 are requested from the following: • Atherton City Council • Brisbane City Council • Colma Town Council • Hillsborough Town Council The governing bodies indicated above should be aware that the comment or response of the governing body must be conducted subject to the notice, agenda and open meeting requirements of the Brown Act. 2016-2017 San Mateo County Civil Grand Jury 15 APPENDIX A OUTREACH PROGRAMS AVAILABLE (As Reported by the Police Agencies to the Grand Jury Survey): Atherton Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Farmer’s Market attendance • Outings with Kids • Workshop on domestic violence • Police Ride-a-Long • Reserve Officer Program Belmont Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Farmer’s Market attendance • Police Ride-A-Long • Teen Explorer • Police Volunteers • Reserve Police Program Brisbane Police Department • Home Safety Program • Farmer’s Market Attendance • Outings with Kids • National Night Out • Coffee with Cops • Weekly Senior Luncheon • Police Ride-A-Long • Active Shooter Awareness for businesses • Truth About Drugs Presentation • DUI Awareness for Teens Broadmoor Police Department • Outings with Kids • Halloween event • Christmas event • Easter event Burlingame Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Farmer’s Market attendance • Command Staff Walk • Police Ride-A-Long • Teen Explorer Unit • Reserve Officer Program Colma Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Outings with Kids Daly City Police Department • Neighborhood Meet and Greet • Farmer’s Market attendance • Outings with Kids-bowling/hiking • Workshop of domestic violence • Police Athletic League • Police Ride-A-Long • Teen Explorer • Reserve Officer Program • Citizen’s Police Academy East Palo Alto Police Department • Neighborhood Meet and Greet • Outings with Kids • Workshop on Domestic Violence • Coffee with a Cop • CLEAN Zones • Beat Meetings • Town Hall Meetings • Book Reading • Police Athletic League • Police Ride-A-Long • Police Volunteers Foster City Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Coffee with a Cop • Police Open House • “Shredfest” Skateboarding event • Police Ride-A-Long 2016-2017 San Mateo County Civil Grand Jury 16 • Teen Explorer • Gang Resistance, Education & Training (GREAT) • Reserve Office Program • Citizen Police Academy Hillsborough Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Outings with Kids • Hillsborough Network Information Sessions and Block Parties • Bicycle Rodeo • Police Ride-A-Long • Parents of Teen Drivers Menlo Park Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Police Ride-A-Long • Teen Explorer • Gang Resistance, Education & Training (GREAT) • Police Volunteers • Reserve Officer Program • Citizen’s Police Academy Redwood City Police Department • Coffee with Cops • Citizen Police Academy • Town Hall Meetings • Christmas Toy & Box Drive • Parent Project Class • Loving Solutions Parent Class Redwood City (Continued) • Neighborhood Association Neighborhood Watch meetings • Juvenile Services presentations, workshops and classes • Family Intervention • Anti-Bullying • Gang Awareness and Prevention • Diversion Program • Tattoo Removal Program • Appropriate Use of Electronic Devices • Truancy Abatement Program • Police Athlete League • Police Ride-A-Long • Teen Explorer • Gang Resistance • Police Volunteers • Reserve Officer Program • Citizen’s Police Academy • Social Media • Volunteers in Policing (VIP) San Mateo Sheriff’s Office • Neighborhood Meet and Greet • Outings with Kids • Police Athletic League • Police Ride-A-Long • Teen Explorer • Police Volunteers • Reserve Officer Program • Citizen’s Police Academy • Police Athletic League • Community Alliance to Revitalize our Neighborhood • DARE • Sheriff’s Activity League • Star Camp • Sheriff’s Explorer Program • Transitioning Animals into Loving Situations (TAILS) Pacifica Police Department • Neighborhood Meet and Greet • Outings with Kids • Police Ride-A-Long • Teen Explorer • Police Volunteers • Reserve Officer Program 2016-2017 San Mateo County Civil Grand Jury 17 San Bruno Police Department • Home Safety Seminar • Neighborhood Meet and Greet • National Night Out • Outings with Kids • U-Deter High School DUI Education • Coffee with a Cop • Neighborhood Watch • Big Lift Literacy Program • Chief For A Day • Community Day • Police Day San Mateo Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Farmer’s Market attendance • Outings with Kids • Workshop on Domestic Violence • Coffee with A Cop San Mateo Police Department (Continued) • Police Athletic League • Police Ride-A-Long • Teen Explorer • Gang Resistance • Citizen Police Academy South San Francisco Police Department • Home Safety Seminar • Neighborhood Meet and Greet • Farmer’s Market attendance • Outings with Kids • Citizen’s Academy • National Night Out • Senior Health Fair • Safety Fair/Bike Rodeo • Police Athletic League • Police Ride-A-Long • Teen Explorer • Gang Resistance • Police Volunteers • Reserve Police Program • Hispanic Community Academy • Youth Academy • Downtown Bike Patrol • Dog Walker Watch • Neighborhood Response Team • School Liaison Officer Program 2016-2017 San Mateo County Civil Grand Jury 18 APPENDIX B WEBSITES City/Town Website Outreach on Website Multilingual Website Atherton www.ci.atherton.ca.us N N Belmont www.belmont.gov Y N Brisbane www.brisbaneca.org N N Broadmoor www.broadmoorpolice.com Y N Burlingame www.burlingame.org Y N Colma www.colma.ca.gov N N Daly City www.dalycity.org Y Y East Palo Alto www.ci.east-palo-alto.ca.us Y Y Foster City www.fostercity.org Y N Hillsborough www.hillsborough.net N Y29 Menlo Park www.menlopark.org Y Y30 Pacifica www.cityofpacifica.org Y Y Redwood City www.redwoodcity.org Y Y San Bruno www.sanbruno.ca.gov Y Y South San Francisco www.ssf.net Y Y City of San Mateo www.cityofsanmateo.org Y Y San Mateo County Sheriff www.smcsheriff.com Y N Issued: June 29, 2017 29 On second page of website under 911 30 Not prominent June 29, 2017 City of East Palo Alto Office of the Mayor Hon. Leland Davis, III Judge of the Superior Court c/o Charlene Kresevich Hall of Justice 400 County Center; 2nd Floor Redwood City, CA 94063-1655 Email: ckresevich@sanmateocourt.org Dear Members of the Grand Jury Larry Moody , May or Ruben Abrica , Vice Mayor Council Members Lisa Gauthier Carlos Romero Donna Rutherford This c01Tespondence is in response to the Civil Grand Jury report entitled "English Is Not Our Only Language" (the Report) that was released on June 29, 2017. The City Council of the City of East Palo Alto agrees with the Report's finding and Recommendation 1 (Rl): All law enforcement agencies in San Mateo County shall modify their websites by including multilingual translation capability to potentially increase access and participation in outreach programs by non-English speaking residents by December 31, 2017. Authorization to submit this letter was approved by the City Council at a public meeting on July 18, 2017. Additionally, the East Palo Alto Police Department had already implemented the recommendation by using the multilingual translation feature on its website prior to the inquiry by the Civil Grand Jury. In fact, based on the content of the Civil Grand Jury report, the East Palo Alto Police Departments website is used as a commendable example for the other law enforcement agencies in the County. Sincerely, Larry J. Moody Honorable Mayor City of East Palo Alto 2415 University Ave . East Palo Alto , CA 94303 Phone : (650) 853 -3100 Fax : (650) 853-3115 www .cityofepa.org lmoody@ cityofepa .org RESOLUTION NO. 4873 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO APPROVING THE CITY COUNCIL'S RESPONSE TO THE SAN MATEO GRAND JURY REPORT, DATED JUNE 29, 2017, ENTITLED "ENGLISH IS NOT OUR ONLY LANGUAGE" AND AUTHORIZING THE MAYOR TO TRANSMIT THE RESPONSE LETTER WHEREAS, pursuant to California Penal Code section 933, a public agency which receives a Grand Jury Report addressing aspects of the public agency's operations , must respond to the Report's findings and recommendations contained in the Report in writing within ninety days to the Presiding Judge of the San Mateo County Superior Court; and WHEREAS, the City Council has received and reviewed the San Mateo Grand Jury Report, dated June 29, 2017 , entitled "English Is Not Our Only Language;" and WHEREAS, the City Council has reviewed and considered the response to the Grand Jury, which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO hereby approves the City Council's response letter to the San Mateo Grand Jury Report, dated June 29, 2017, entitled "English Is Not Our Only Language" as stated in Exhibit A to this Resolution , which is incorporated herein by this reference, and authorizes the Mayor to sign the response letter and transmit it to the Presiding Judge of the Superior Court of San Mateo County. PASSED AND ADOPTED this 18th day of July 2017, by the following vote: AYES: GAUTHIER, ROMERO, MOODY, ABRICA, RUTHERFORD NOES: ABSENT: ABSTAIN: SIGNED: ::2 t vt/~-Larry J .feoo y, Mayor ATTEST: ~ Terrie Gillen, Deputy City Clerk CITY OF SANCARlDS CITY COUNCILCITY COUNCIL 600 ELM STREET BOB GRASSILLI, MAYOR SAN CARLOS, CALIFORNIA 94070 MAn Gnocorr, VICE MAYOR RON COLLINS TELEPHONE: (650) 802-4219 CAMERON JOHNSON FAX: (650) 595-6719 MARKOLBERT WEB: www.cityofsancarlos.org July 10, 2017 Honorable Leland Davis III, Judge of the Superior Court c/o Charlene Kresevich Hall of Justice 400 County Center, 2nd Floor Redwood City, CA 94063-1655 RE: 2016-2017 San Mateo County Civil Grand Jury Report "English Is Not Our Only Language: Are Local Law Enforcement Agencies Providing Multilingual Access To Outreach Programs?" Response Dear Judge Davis: In reply to your request for responses to the above referenced report, the City of San Carlos hereby submits this letter, which was approved by the City Council via resolution at the July 10, 2017 Council meeting. Findings. The City of San Carlos reviewed all 11 o f the Findings in the Grand Jury report. Since the Findings are based on a survey conducted by the Grand Jury of law enforcement agencies in San Mateo County, the City must assume the information is accurate, and therefore agrees with the Findings. Recommendations. The City of San Carlos reviewed the two Recommendations in the Grand Jury report. Only Recommendation 1 applies to the City of San Carlos through our law enforcement services contract with the San Mateo County Sheriff's Office. Based on information provided by the Sheriff's Office, the City of San Carlos hereby reports that the recommendation has not yet been im plemented, but will be implemented before the deadline set by the Grand Jury. The time frame for im plementation and details are provided below. The San Mateo County Sheriffs Office is currently updating its website so that it will include multilingual translation capability by fall of 2017. In addition to this, the City of San Carlos' website, which includes a Sheriffs Office page, will provide multilingual translation capability through Google Translate when updated later this year. ~ RECYCLED '6d PAPER The City of San Carlos appreciates the opportunity to comment on the Grand Jury report. We look forward to improved multilingual translation capability to residents throughout the county. BestRy/O ~ ~S iAZ: W;~ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-803 Agenda Date:8/9/2017 Version:1 Item #:12a. Resolution approving the City Council’s response to the San Mateo County Civil Grand Jury Report,dated June 29,2017,entitled “English Is Not Our Only Language”and authorizing the City Manager to send the response letter on behalf of the City. WHEREAS,pursuant to California Penal Code section 933,a public agency which receives a Grand Jury Report addressing aspects of the public agency’s operations,must respond to the Report’s findings and recommendations contained in the Report in writing within ninety days; and WHEREAS,the City Council has received and reviewed the San Mateo County Civil Grand Jury Report,dated June 29, 2017, entitled “English Is Not Our Only Language;” and WHEREAS,the City Council has reviewed the findings and recommendations of the Civil Grand Jury Report, and WHEREAS,the South San Francisco Police Department has already implemented the recommendation by using a multilingual translation feature on its website prior to the inquiry by the Civil Grand Jury, and WHEREAS,the City Council has reviewed and considered the response to the Civil Grand Jury,which is attached hereto as Exhibit A. NOW,THEREFORE,BE IT RESOLVED,that the City Council of the City of South San Francisco hereby approves the City Council’s response letter to the San Mateo County Civil Grand Jury Report,dated June 29, 2017,entitled,“English Is Not Our Only Language”as stated in Exhibit A to the Resolution,which is incorporated herein by this reference,and authorizes the City Manager to send the response letter to the Presiding Judge of the Superior Court of San Mateo County. ***** City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-578 Agenda Date:8/9/2017 Version:1 Item #:13. Report regarding the League of California Cities resolutions,confirming Councilmember Garbarino as the appointed member of the General Resolutions Committee to vote on behalf of the City of South San Francisco, and approving an alternate voting delegate.(Mike Futrell, City Manager) RECOMMENDATION It is recommended that the City Council discuss and provide direction on the League of California Cities (LOCC) 2017 Annual Conference resolutions. BACKGROUND/DISCUSSION The LOCC’s 2017 Annual Conference General Resolutions Committee is scheduled to meet on Thursday, September 14,2017 at 1:00 p.m.in Sacramento.At that time,the General Resolutions Committee will consider and make recommendations on two proposed resolutions regarding positions by the LOCC on implementation strategies to reduce negative impacts of recent changes to criminal laws,and local control for emergency medical response. Please see Attachment 1 for more information about the LOCC resolutions.This packet of information was provided by the LOCC. The overall goals of the first resolution are to: ·Address increases in crime in the wake of AB 109 (2011),Proposition 47 (2014),and Proposition 57 (2016); ·Seek legislation expanding the term “violent felony” as defined in the California Penal code; ·Tighten the criteria for the release of non-violent, non-serious, non-sex offender inmates; ·Mandate consideration of an inmate’s entire criminal history; and ·Consider creation of a task force charged with issuing a report recommending further changes in law. The second resolution aims to: ·Clarify the definition of local control; and ·Provide broad statutory authority for local officials to determine emergency levels,and direct emergency medical response within their jurisdictions. Councilmember Richard Garbarino has been appointed to the 2017 Annual Conference General Resolutions Committee.Based on discussion and direction from City Council,as a member of the committee Councilmember Garbarino will vote on behalf of South San Francisco. FUNDING There is no budget impact on taking a position on the proposed resolutions. CONCLUSION It is recommended that the City Council of South San Francisco take the following actions: ·Confirm that Councilmember Richard Garbarino,as the appointed member of the General Resolutions City of South San Francisco Printed on 8/30/2017Page 1 of 2 powered by Legistar™ File #:17-578 Agenda Date:8/9/2017 Version:1 Item #:13. ·Confirm that Councilmember Richard Garbarino,as the appointed member of the General Resolutions Committee,will register and attend the General Resolutions Committee meeting to vote and approve an alternate voting delegate. ·Consider the LOCC’s proposed resolutions to support implementation strategies to reduce negative impacts of recent changes to criminal laws and local control for emergency medical response. Attachments: 1.League of California Cities 2017 Annual Conference Resolution Packet 2.Voting Delegate/Alternate Form City of South San Francisco Printed on 8/30/2017Page 2 of 2 powered by Legistar™ Annual Conference Resolutions Packet 2017 Annual Conference Resolutions Sacramento, California September 13 – 15, 2017 INFORMATION AND PROCEDURES RESOLUTIONS CONTAINED IN THIS PACKET: The League bylaws provide that resolutions shall be referred by the president to an appropriate policy committee for review and recommendation. Resolutions with committee recommendations shall then be considered by the General Resolutions Committee at the Annual Conference. This year, two resolutions have been introduced for consideration by the Annual Conference and referred to the League policy committees. POLICY COMMITTEES: One policy committee will meet at the Annual Conference to consider and take action on the resolutions referred to it. The committee is Public Safety. The committee will meet from 9:00 – 11:00 a.m. on Wednesday, September 13, at the Hyatt Regency. The sponsors of the resolutions have been notified of the time and location of the meeting. GENERAL RESOLUTIONS COMMITTEE: This committee will meet at 1:00 p.m. on Thursday, September 14, at the Hyatt Regency in Sacramento, to consider the report of the policy committee regarding the resolutions. This committee includes one representative from each of the League’s regional divisions, functional departments and standing policy committees, as well as other individuals appointed by the League president. Please check in at the registration desk for room location. ANNUAL LUNCHEON/BUSINESS MEETING/GENERAL ASSEMBLY: This meeting will be held at 12:30 p.m. on Friday, September 15, at the Sacramento Convention Center. PETITIONED RESOLUTIONS: For those issues that develop after the normal 60-day deadline, a resolution may be introduced at the Annual Conference with a petition signed by designated voting delegates of 10 percent of all member cities (48 valid signatures required) and presented to the Voting Delegates Desk at least 24 hours prior to the time set for convening the Annual Business Meeting of the General Assembly. This year, that deadline is 12:30 p.m., Thursday, September 14. Resolutions can be viewed on the League's Web site: www.cacities.org/resolutions. Any questions concerning the resolutions procedures may be directed to Meg Desmond at the League office: mdesmond@cacities.org or (916) 658-8224 1 GUIDELINES FOR ANNUAL CONFERENCE RESOLUTIONS Policy development is a vital and ongoing process within the League. The principal means for deciding policy on the important issues facing cities is through the League’s seven standing policy committees and the board of directors. The process allows for timely consideration of issues in a changing environment and assures city officials the opportunity to both initiate and influence policy decisions. Annual conference resolutions constitute an additional way to develop League policy. Resolutions should adhere to the following criteria. Guidelines for Annual Conference Resolutions 1. Only issues that have a direct bearing on municipal affairs should be considered or adopted at the Annual Conference. 2. The issue is not of a purely local or regional concern. 3. The recommended policy should not simply restate existing League policy. 4. The resolution should be directed at achieving one of the following objectives: (a) Focus public or media attention on an issue of major importance to cities. (b) Establish a new direction for League policy by establishing general principles around which more detailed policies may be developed by policy committees and the board of directors. (c) Consider important issues not adequately addressed by the policy committees and board of directors. (d) Amend the League bylaws (requires 2/3 vote at General Assembly). 2 LOCATION OF MEETINGS Policy Committee Meetings Wednesday, September 13 Hyatt Regency Sacramento 1209 L Street, Sacramento 9:00 – 11:00 a.m.: Public Safety General Resolutions Committee Thursday, September 14, 1:00 p.m. Hyatt Regency Sacramento 1209 L Street, Sacramento Annual Business Meeting and General Assembly Luncheon Friday, September 15, 12:30 p.m. Sacramento Convention Center 1400 J Street, Sacramento 3 KEY TO ACTIONS TAKEN ON RESOLUTIONS Resolutions have been grouped by policy committees to which they have been assigned. Number Key Word Index Reviewing Body Action 1 2 3 1 - Policy Committee Recommendation to General Resolutions Committee 2 - General Resolutions Committee 3 - General Assembly PUBLIC SAFETY POLICY COMMITTEE 1 2 3 1 Implement Strategies to Reduce Negative Impacts of Recent Changes to Criminal Laws 2 Local Control for Emergency Medical Response Information pertaining to the Annual Conference Resolutions will also be posted on each committee’s page on the League website: www.cacities.org. The entire Resolutions Packet will be posted at: www.cacities.org/resolutions. 4 KEY TO ACTIONS TAKEN ON RESOLUTIONS (Continued) Resolutions have been grouped by policy committees to which they have been assigned. KEY TO REVIEWING BODIES KEY TO ACTIONS TAKEN 1. Policy Committee A Approve 2. General Resolutions Committee D Disapprove 3. General Assembly N No Action R Refer to appropriate policy committee for study ACTION FOOTNOTES a Amend+ * Subject matter covered in another resolution Aa Approve as amended+ ** Existing League policy Aaa Approve with additional amendment(s)+ *** Local authority presently exists Ra Refer as amended to appropriate policy committee for study+ Raa Additional amendments and refer+ Da Amend (for clarity or brevity) and Disapprove+ Na Amend (for clarity or brevity) and take No Action+ W Withdrawn by Sponsor Procedural Note: The League of California Cities resolution process at the Annual Conference is guided by the League Bylaws. A helpful explanation of this process can be found on the League’s website by clicking on this link: Resolution Process. 5 2017 ANNUAL CONFERENCE RESOLUTIONS RESOLUTION REFERRED TO PUBLIC SAFETY POLICY COMMITTEE 1. A RESOLUTION OF THE LEAGUE OF CALIFORNIA CITIES CALLING UPON THE GOVERNOR AND LEGISLATURE TO ENTER INTO DISCUSSION WITH LEAGUE AND OTHER PUBLIC SAFETY STAKEHOLDERS TO IDENTIFY AND IMPLEMENT STRATEGIES THAT WILL REDUCE THE UNINTENDED NEGATIVE IMPACTS OF EXISTING CRIMINAL LAW Source: City of Whittier Concurrence of five or more cities/city officials: Cities: La Mirada; Lakewood; Monrovia; Pico Rivera; Rolling Hills; Santa Fe Springs; and South Gate Referred to: Public Safety Policy Committee Recommendation to General Resolutions Committee: WHEREAS, during the past several years, State legislative changes have made fundamental alterations to the fabric of California’s criminal justice system. Many of those changes have been needed and necessary, as not all crimes should be punished with jail sentences; and WHEREAS, California cities, counties, and the State, however, are facing increased crime which endangers the health and safety of police officers, residents, business owners, and property due to some of these legislative changes which created a situation where violent and career criminals are serving little to no prison time; and WHEREAS, negative impacts from State legislative changes have been far reaching and crime rates and the number of victims are skyrocketing throughout California. The negative impacts of these laws were unintended when voters and legislators approved the laws, which were instead intended to help lower the prison population in California prisons and appropriately rehabilitate non-violent offenders; and WHEREAS, incentives for offenders to voluntarily enroll in substance abuse programs have diminished, which has had the effect of eroding the safety of our communities; and WHEREAS, AB 109 transferred nearly 45,000 felons from the State prison system to local jail facilities, which were not designed to house criminals on a long-term basis and were unprepared for such an increase in incarcerations, resulting in lower-level criminals being released early, directly impacting rising property crime rates throughout the State; and WHEREAS, many probationers who have severe mental illness are released into communities where they continue to commit crimes that adversely impact the safety of community members and drain the resources of probation departments and police departments throughout the state; and 6 WHEREAS, Proposition 47, The Safe Neighborhoods and Schools Act, downgraded a number of serious crimes from felonies to misdemeanors—drug possession, repeated shoplifting, forging checks, gun theft, and possession of date-rape drugs; and WHEREAS, Proposition 57 categorizes rape by intoxication, rape of an unconscious person, human trafficking involving sex with minors, drive-by shooting, assault with a deadly weapon, domestic violence, hate crime causing physical injury, and corporal injury to a child as “non-violent” felonies and offenders convicted of violating such laws are able to avoid appropriate prison sentences; and WHEREAS, under Proposition 57, criminals who commit multiple crimes against multiple victims will be eligible for release at the same time as offenders who only committed a single crime against a single victim and allows repeat criminals to be eligible for release after the same period of incarceration as first time offenders; and WHEREAS, cities must join together to voice their concerns for these legislative changes that have created an adverse impact on the safety of residents and businesses in local communities. NOW, THEFORE, BE IT RESOLVED by the General Assembly of the League of California Cities, assembled in Sacramento on September 15, 2017, to: 1. Direct League staff to consider creating a task force with other organizations and jointly commission a report on the unintended negative impacts of recent and future criminal law based on appropriate documentation by local agencies to identify necessary changes, working with key stakeholders to promote support for resulting advocacy efforts. 2. Promote an amendment of appropriate sections of AB 109 to change the criteria justifying the release of non-violent, non-serious, non-sex offender inmates to include their total criminal and mental health history instead of only their last criminal conviction. 3. Continue to advocate to place into law that for the purposes of Section 32 of Article I of the California Constitution, a violent offense includes any of the following: • Murder or voluntary manslaughter. • Mayhem. • Rape. • Sodomy by force, violence, duress, menace, or threat of great bodily harm. • Oral copulation by force, violence, duress, menace, or threat of great bodily harm. • Lewd acts on a child under the age of 14 years. • Any felony punishable by death or imprisonment in the state prison for life. • Any other felony in which the defendant inflicts great or serious bodily injury on any person, other than an accomplice, that has been charged and proven, or any felony in which the defendant uses a firearm which use has been charged and proven. • Attempted murder. • Assault with intent to commit rape or robbery. 7 • Assault with a deadly weapon or instrument on a peace officer. • Assault by a life prisoner on a non-inmate. • Assault with a deadly weapon by an inmate. • Arson. • Exploding a destructive device or any explosive with intent to injure. • Exploding a destructive device or any explosive causing great bodily injury. • Exploding a destructive device or any explosive with intent to murder. • Robbery. • Kidnapping. • Taking of a hostage by an inmate of a state prison. • Attempt to commit a felony punishable by death or imprisonment in the state prison for life. • Any felony in which the defendant personally used a dangerous or deadly weapon. • Escape from a state prison by use of force or violence. • Assault with a deadly weapon. • Extortion as defined in Penal Code section 518, or threats to victims or witnesses as defined in Penal Code section 136.1, which would constitute a felony violation of Penal Code section 186.22. • Carjacking. • Discharge of a firearm at an inhabited dwelling, vehicle, or aircraft. • Throwing acid or flammable substances with intent to injure. • Continuous sexual abuse of a child. 4. Request the State to improve the Smart Justice platform to provide an effective statewide data sharing to allow state and local law enforcement agencies to rapidly and efficiently share offender information to assist in tracking and monitoring the activities of AB 109 and other offenders. 5. Encourage the collection and organization of real world data from cities and counties on the universe of post-release community supervision (PRCS) offenders. 6. Encourage cities throughout California to join in these advocacy efforts to mitigate the unintended negative impacts of recent policy changes to the criminal justice system. 7. Call for the Governor and the Legislature to work with the League and others stakeholders to consider and implement such criminal justice system reforms. ////////// 8 Background Information on Resolution No. 1 Source: City of Whittier Background: During the past several years, State legislative changes have made fundamental alterations to the fabric of California’s criminal justice system. Some changes have been needed, as not all crimes should be punished with jail sentences. These changes included AB 109 as well as Propositions 47 and 57. Approved in 2011, AB 109 was approved, transferring nearly 45,000 felons from the State prison system to local jail systems, resulting in lower-level criminals being released early. Then, Proposition 47, so called The Safe Neighborhoods and Schools Act, was approved by California voters in 2014. It reclassified and downgraded a number of serious crimes from felonies to misdemeanors. Similarly, Proposition 57, called The Public Safety and Rehabilitation Act, was approved by voters in 2016 and allows the State to provide for the release of up to 30,000 criminals convicted of “non-violent” felonies, including rape by intoxication, driveby shooting, human trafficking involving sex act with minors, assault with a deadly weapon, to name a few. Additionally, under Prop 57 repeat criminals are eligible for release after the same period of incarceration as first time offenders. Now, California cities and counties are facing increasing crime rates which are being connected to these legislative actions which created a situation where violent and career criminals are serving little to no prison time while low-level offenders commit multiple crimes with limited consequences. This increasing level of crime endangers the health and safety of our residents, police officers, and property. Negative impacts from these State legislative changes have been far reaching, and crime rates and the number of victims are increasing throughout California. The negative impacts of these laws were unintended when voters and legislators approved the laws, which were instead intended to help lower the prison population in California prisons and appropriately rehabilitate non-violent offenders. As an example, the Public Policy Institute of California reports since 2015: • California has experienced an uptick in overall crime • Property crime is up 145%, violent crime up 54% • One in four Californians view violence and street crime in their community as a substantial problem • Arrests dropped 31% for property crimes and 68% for drug offenses (due to Prop. 47) • The report concludes auto theft increase is a direct result of AB109 To make matters even worse, during the past two years we’ve seen officers shot, wounded and killed in communities throughout California including Whittier, Downey, Lancaster, Palm Springs, San Diego, Stanislaus County, and Modoc County. Further, the number of U.S. police officers killed in the line of duty hit a five-year high in 2016. The National Law Enforcement Officers Memorial Fund’s preliminary report shows that this year's 135 fatalities were a 10% increase over the 123 officers who died in the line of duty last year. 9 When taken together the increases in crime in our communities and reductions in arrests for many crimes plus violent attacks against police officers underscores the need for a call to action amongst California’s state and local leaders. This conference resolution is an important first step and seeks to initiate both a dialogue as well as actions to begin reforming California’s criminal justice system by requesting that League staff analyze the negative impacts of recent criminal law, identify necessary changes, and work with stakeholders to promote support for such advocacy efforts. The resolution also calls on the Governor, Legislature, cities, and other stakeholders to work together toward reforms. The resolution contains three specific reforms: 1. Address Issues with AB 109 The conference resolution promotes the amendment of appropriate sections of AB 109 to change the criteria justifying the release of non-violent, non-serious, non-sex offender inmates to include their total criminal and mental health history instead of only their last criminal conviction. 2. Revise the Definition of Violent Crime The resolution calls for the League to advocate to place into law for the purposes of Section 32 of Article I of the California Constitution, a violent offense includes any of the following crimes: • Murder or voluntary manslaughter • Mayhem • Rape • Sodomy by force, violence, duress, menace, or threat of great bodily harm • Oral copulation by force, violence, duress, menace, or threat of great bodily harm • Lewd acts on a child under the age of 14 years • Any felony punishable by death or imprisonment in the state prison for life • Any other felony in which the defendant inflicts great or serious bodily injury on any person, other than an accomplice, that has been charged and proven, or any felony in which the defendant uses a firearm which use has been charged and proven • Attempted murder • Assault with intent to commit rape or robbery • Assault with a deadly weapon or instrument on a peace officer • Assault by a life prisoner on a non-inmate • Assault with a deadly weapon by an inmate • Arson • Exploding a destructive device or any explosive with intent to injure • Exploding a destructive device or any explosive causing great bodily injury • Exploding a destructive device or any explosive with intent to murder • Robbery • Kidnapping • Taking of a hostage by an inmate of a state prison 10 • Attempt to commit a felony punishable by death or imprisonment in the state prison for life • Any felony in which the defendant personally used a dangerous or deadly weapon • Escape from a state prison by use of force or violence • Assault with a deadly weapon • Extortion as defined in Penal Code section 518, or threats to victims or witnesses as defined in Penal Code section 136.1, which would constitute a felony violation of Penal Code section 186.22 • Carjacking • Discharge of a firearm at an inhabited dwelling, vehicle, or aircraft. • Throwing acid or flammable substances with intent to injure. • Continuous sexual abuse of a child. 3. Data Sharing The resolution requests the State to improve the Smart Justice platform to provide an effective statewide data sharing to allow state and local law enforcement agencies to rapidly and efficiently share offender information to assist in tracking and monitoring the activities of AB 109 and other offenders. ////////// League of California Cities Staff Analysis on Resolution No. 1 Staff: Tim Cromartie Committee: Public Safety Summary: This Resolution seeks to address increases in crime in the wake of AB 109 (2011), Proposition 47 (2014), which reclassified a host of felony offenses as misdemeanors, and Proposition 57 (2016), which revised the rules of parole for what are designated “non-violent” offenders under the California Penal Code, but in fact comprise a number of criminal acts that are violent in nature, or may be committed to facilitate a violent outcome (for example, discharging a firearm from a motor vehicle). This Resolution would direct staff to seek legislation expanding the term “violent felony” as defined in the California Penal Code; to tighten the criteria for the release of non-violent, non- serious, non-sex offender inmates; to mandate consideration of an inmate’s entire criminal history as part of the deliberations involving whether to grant in individual parole; and to consider creation of a task force that would be charged with issuing a report recommending further changes in law, and supported by documentation collected by local agencies and other key stakeholders. 11 Background: Since 2011, changes in state law, starting with AB 109, altered the fabric of California’s criminal justice system. In 2011, AB 109 began to shift nearly 45,000 felons from the state prison system to local county jails. Prior to AB 109, many of California’s more heavily populated counties already had jail systems that were operating under court-ordered or self-imposed population caps. As a result, AB 109 implementation triggered changes in that county jails experienced over time an influx of a rougher class of offender, and many lower level petty criminals committing new offenses were simply booked and released, serving no jail time at all. Proposition 47 followed in 2014, reclassifying a host of felony offenses as misdemeanors and increasing the threshold amount for a felony charge of grand theft from $450.00 to $900.00. The effect of this change was to significantly stimulate the volume of petty theft, shoplifting, auto theft, and organized retail theft (shoplifting involving multiple persons with cell phones, designated getaway drivers, and a pre-determined escape route often involving a short trip to a major highway). Proposition 57, approved by voters in 2016, facilitates the potential early release of a large number of “non-violent” offenders by providing that inmates are eligible for parole once they have served 100% of their base sentence, without regard to any time served as a result of any sentencing enhancements. The universe of “non-violent” offenders could include individuals who have committed the following offenses: rape by intoxication, attempted drive-by shooting, assault with a deadly weapon, throwing acid with the intent to disfigure, to name but a few offenses. Since current law defines a “non-violent offender” based on the individual’s most recent commitment offense, even if the individual is a repeat offender, the State Parole Board must still consider that person’s parole application. This state of affairs includes factors such as a higher proportion of offenders at large on our city streets, many of whom have had little in the way of rehabilitation programming while incarcerated, some with drug habits, who are more violent now that when initially incarcerated. Unless they engage in major illegal activity (murder, rape, arson, armed robbery), the available sanctions for any violations they commit, such as flash incarceration, i.e. temporary incarceration for 48-72 hours in a city or county jail, scarcely provide a meaningful deterrent to further criminal activity. Communities in California are now facing increasing crime rates which can be linked to these recent legislative changes, which probation officers and local law enforcement are struggling to monitor and contain a situation in which a dramatically increase universe of offenders are at large in our communities. The Public Policy Institute of California reports that since 2015: • California has experienced an increase in overall crime • Property crime is up 145% • Violent crime is up 54% • One in four Californians view violence and street crime in their community as a substantial problem • Arrests dropped 31% for property crimes and 68% for drug offenses (due to Prop. 47) • The report concludes auto theft increase is a direct result of AB 109 12 Support: Cities of La Mirada, Lakewood, Monrovia, Pico Rivera, Rolling Hills, Santa Fe Springs, and South Gate Opposition: None received. Fiscal Impact: The collective and cumulative effect of the current criminal justice policies has led to increased pressure on county general funds for increased resources for probation supervision and incarceration in county jails, as well as identical pressure on municipal general funds related to increased law enforcement activity and in some areas, increased emergency medical services calls. Should the objectives outlined by the resolution be achieved, those pressures will be alleviated to a significant but undetermined amount. Comment: This measure is a response to a trend of rapidly mounting frustration among cities beset by calls for more law enforcement resources as a result of ongoing, sustained criminal activity. There is a growing sense among law enforcement professionals and local elected officials that current policies which have reduced criminal penalties, reclassified felonies as misdemeanors and facilitated what amounts to early release of many offenders who are not truly non-violent, will in time result in a high-profile tragedy involving significant loss of life. Existing League Policy: In regard to incarceration policy, the League supports stiffer penalties for violent offenders. In 2014, the League joined the California Police Chiefs in opposing Proposition 47, which reduces sentencing penalties for specified non-serious and non-violent drug and property crimes. It directed that the following offenses would be treated as misdemeanors, in most instances irrespective of the circumstances: • Commercial Burglary • Forgery • Passing Bad Checks • Grand Theft • Receipt of Stolen Property • Petty Theft with a Prior Offense • Drug Possession In 2013, the League Board of Directors approved a resolution pertaining to AB 109 (2011), which implemented Public Safety Realignment and brought significant changes to the state’s incarceration policy. Specifically, it provided that specified categories of felony offenders previously sentenced to state prison, would prospectively be sentenced to terms in county jails. The League’s Resolution had two significant components relevant to this resolution: 1) It urged the Governor’s office to adjust the implementation of Public Safety Realignment so that the criteria examined to evaluate the appropriateness of release of non-violent, non-serious, non-sex offender inmates would include their total criminal and mental 13 history, instead of merely the most recent criminal conviction for which they are currently committed; and 2) It urged the Governor’s office to expedite the development of an effective statewide data sharing mechanism allowing state and local law enforcement agencies too rapidly and efficiently share offender information to assist in tracking and monitoring the activities of AB 109 and other offenders. Finally, the League in 2016 opposed Proposition 57, which altered rules for parole eligibility for non-violent felons, potentially facilitating parole before an individual has served any time toward a sentencing enhancement, and ushered in new rules for good time behavior seeking to incentivize inmates to undergo rehabilitation programming of an educational/vocational nature. RESOLUTION REFERRED TO PUBLIC SAFETY POLICY COMMITTEE 2. A RESOLUTION OF THE LEAGUE OF CALIFORNIA CITIES SUPPORTING LEGISLATION AMENDING GOVERNMENT CODE SECTION 38611 TO CLARIFY THE DEFINITION OF LOCAL CONTROL PROVIDING BROAD STATUTORY AUTHORITY FOR LOCAL OFFICIALS TO DETERMINE EMERGENCY SERVICE LEVELS AND DIRECT EMERGENCY MEDICAL RESPONSE WITHIN THEIR JURISDICTIONS Source: City of Tracy Concurrence of five or more cities/city officials: Cities: Lathrop, Lodi, Manteca, Stockton, and Consumnes Fire Department (Cities of Elk Grove and Galt) Referred to: Public Safety Policy Committee Recommendation to General Resolutions Committee: WHEREAS, Government Code Section 38611 was last amended in 1957 and does not contain language clarifying the broad scope of emergency services as provided by present day fire departments; and WHEREAS, Government Code Section 38611 requires further definition for general law and charter cities in determining service levels for the delivery of emergency services commensurate with the resources provided by the local government body; and WHEREAS, pursuant to Section 7 of Article XI of the California Constitution, municipal governments are vested with police power which imposes on the responsibility to protect public safety and public health and municipal governments must provide or contract for fire and/or emergency medical services; and WHEREAS, the local provision of fire protection services, rescue services, emergency medical services, hazardous material emergency response services, ambulance services, and other services relating to the protection of lives and property is critical to the public peace, health, and safety of the state; and 14 WHEREAS, local fire and/or emergency medical services are financed by local taxpayers and the availability and use of such services is determined by the local governing body of the jurisdiction to which services are directly provided; and WHEREAS, amending Government Code Section 38611 would provide the chief of a fire department specific authority to protect public safety and public health within the jurisdictional boundaries of the fire department. RESOLVED, that the League of California Cities General Assembly, assembled at the League Annual Conference on September 15, 2017 in Sacramento, calls for the Governor and the Legislature to work with the League and other stakeholders to amend Government Code Section 38611 clarifying the definition of local control, providing broad statutory authority for local officials to determine emergency service levels and direct emergency medical response within their jurisdictions. ////////// Background Information on Resolution No. 2 Source: City of Tracy Background: In 1980, the State Legislature enacted the Emergency Medical Services (EMS) Act in response to the development of paramedic services and a concern that there was a lack of medical oversight and coordination of emergency medical services. The EMS Act contains 100 different provisions in nine separate chapters of the California Health and Safety Code. The EMS Act created a two-tiered system that established a State EMS Agency to coordinate state-wide EMS activities and to develop state-wide minimum EMS policies and a local tier (Local EMS Agency) to plan, implement and evaluate an EMS System. The statute also includes language that establishes “The medical direction and management of an emergency medical services system shall be under the medical control of the medical director of the local EMS Agency.” In each county, the local EMS Agency sets local EMS policy, administers and provides medical oversight for cities and special fire districts to deliver EMS services within the county. In the late 1970’s, as the EMS Act was being developed, the League of California Cities weighed heavily concerning the impact of the proposed EMS Act on cities. The League of California Cities argued against depriving a city of local control over EMS service levels. The League of California Cities wrote, “We believe (local control) is important because city taxpayers financially support (EMS) programs and city management is responsible for their efficient utilization. The city council is responsible for the level of service and the cost of the program, wholly unrelated to the medical questions.” Based on that argument, additional language was included in the EMS policy that allowed local agencies that were providing EMS service to continue (and even obligated) them to continue to provide EMS services at the same levels as prior to 1980. This addition to the EMS Act (Section 1797.201 – became known as “201 15 Rights”) has been very controversial and has led to several lawsuits between cities/special districts and local EMS Agencies. The City of Tracy in San Joaquin County has become the epicenter on the issue of local control as it relates to who has the authority to determine which resources will respond to medical emergencies. Several incidents have been noted where poor patient outcomes were the result of a failed county policy (SJCEMS Agency Policy 3202) that restricts local fire departments from responding to “low-level” emergencies. The EMS policy decisions within San Joaquin County have potential implications on every local community within the state of California and increasingly threaten local control. Proposed Amendment The proposed amendment to Government Code Section 38611 would clarify local control and allow the local governing bodies to determine which services are directly provided within their respective jurisdictions. The existing law is extremely limited in scope having been last amended in 1957, at a time when fire departments did not routinely provide many of the specialized services of today. Changes in services provided include but are not limited to hazardous materials response, specialized rescue, and emergency medical services. The amendment aims to support the long-standing tradition in California of local control over the types, levels, and availability of these services. ///////// League of California Cities Staff Analysis on Resolution No. 2 Staff: Tim Cromartie Committee: Public Safety Summary: This resolution calls for the Governor and the Legislature to work with the League and other stakeholders to amend Government Code Section 38611 clarifying the definition of local control, providing broad statutory authority for local officials to determine emergency service levels and direct emergency medical response within their jurisdictions. Background: In 1980, the State Legislature enacted the Emergency Medical Services (EMS) Act in response to the development of paramedic services and a concern that there was a lack of medical oversight and coordination of emergency medical services. The EMS Act contains 100 different provisions in nine separate chapters of the California Health and Safety Code. The EMS Act created a two-tiered system that established a State EMS Agency to coordinate state-wide EMS activities and to develop state-wide minimum EMS policies and a local tier (Local EMS Agency) to plan, implement and evaluate an EMS System. The statute also includes language that establishes “The medical direction and management of an emergency medical services system shall be under the medical control of the medical director 16 of the local EMS Agency.” In each county, the local EMS Agency sets local EMS policy, administers and provides medical oversight for cities and special fire districts to deliver EMS services within the county. In the late 1970’s, as the EMS Act was being developed, the League of California Cities weighed heavily concerning the impact of the proposed EMS Act on cities. The League argued against depriving a city of local control over EMS service levels. The League wrote, “We believe (local control) is important because city taxpayers financially support (EMS) programs and city management is responsible for their efficient utilization. The city council is responsible for the level of service and the cost of the program, wholly unrelated to the medical questions.” Based on that argument, additional language was included in the EMS policy that allowed local agencies that were providing EMS service to continue (and even obligated) them to continue to provide EMS services at the same levels as prior to 1980. This addition to the EMS Act (Section 1797.201 – became known as “201 Rights”) has been very controversial and has led to several lawsuits between cities/special districts and local EMS Agencies. The City of Tracy in San Joaquin County has become one of the epicenters on the issue of local control as it relates to who has the authority to determine which resources will respond to medical emergencies. Several incidents have been noted where poor patient outcomes have been attributed by some observers to a county policy (SJCEMS Agency Policy 3202) that restricts local fire departments from responding to “low-level” emergencies. The EMS policy decisions within San Joaquin County have potential implications on every local community within the state of California and increasingly threaten local control. Support: Cities of Lathrop, Lodi, Manteca, City of Stockton, and Consumnes Fire Department (Cities of Elk Grove and Galt) Opposition: None received. Fiscal Impact: This resolution, if its directive can be achieved, will have no direct fiscal impact on cities. It will however, provide an atmosphere in which cities that have invested significant resources in building up and maintaining an independent EMS capability can have confidence that it will be deployed as intended. Comment: While this resolution calls for very specific action to clarify the rules governing emergency medical services, ideally it would be more generally worded to allow greater flexibility in pursuing legislative and other solutions to a problem that has existed for decades, spawning both legislation and multiple incidents of litigation. However, it accurately expresses the legitimate frustration of cities in their efforts to provide emergency medical services (EMS) while abiding by the directives of their local emergency medical services authorities (LEMSA’s), which are county entities. Counties have broad 17 discretion under existing case law in how they administer EMS under the doctrine of medical control. To the degree there is dissatisfaction on the part of cities within a given county or counties, the following should be noted: 1) A task force convened by the California Emergency Medical Services Authority, the state entity with jurisdiction over this subject matter, made significant headway in crafting regulations governing the provision of ground emergency medical transport -- until disputes over local control and the criteria under which a local (municipal) agency could lay claim to the exclusive right to provide EMS in a specific operating area led to a lawsuit being filed by the California Fire Chiefs Association. That suit effectively suspended the work of the Task Force. 2) Over the past two decades, multiple attempts at legislation to resolve this issue have been tried, most without success. It was in part the multiple attempts at legislation that triggered the formation of the above-referenced task force. Existing League Policy: The League supports the fire service mission of saving lives and protecting property through fire prevention, disaster preparedness, hazardous-materials mitigation, specialized rescue, etc. as well as cities’ authority and discretion to provide all emergency services to their communities. The League supports and strives to ensure local control of emergency medical services by authorizing cities and fire districts to prescribe and monitor the manner and scope of pre-hospital emergency medical services, including transport through ambulance services, all provided within local boundaries for the purpose of improving the level of pre-hospital emergency medical service. The League supports legislation to provide the framework for a solution to longstanding conflict between cities, counties, the fire service and LEMSA’s particularly by local advisory committees to review and approve the EMS plan and to serve as an appeals body. Conflicts over EMS governance may be resolved if stakeholders are able to participate in EMS system design and evaluation and if complainants are given a fair and open hearing. The League opposes legislation, regulations and standards that impose minimum staffing and response time standards for city fire and EMS services since such determinations should reflect the conditions and priorities of individual cities. The League supports Emergency 911 systems to ensure cities and counties are represented on decisions affecting emergency response. 18 LETTERS OF CONCURRENCE Resolution No. 1 Implement Strategies to Reduce Negative Impacts of Recent Changes to Criminal Laws 19 20 21 22 July 12, 2017 General Resolutions Committee League of California Cities 1400 K Street, Suite 400 Sacramento, CA 95814 RE: 2017 Conference Resolution Strategies to Improve Negative Impacts of Criminal Law Notice of Support Dear Committee: The City of Pico Rivera supports the League of California Cities Annual Conference Resolution calling on the Governor and Legislature to enter into discussion with the League and other public safety stakeholders to identify and implement strategies that will improve the unintended negative impacts of existing criminal law. The City of Pico Rivera has seen increases in property crime that may have resulted from a combination of legislative actions and voter-approved initiatives. Following are some specific impacts provided by the Pico Rivera Sheriff’s Department: Part I crimes Robbery is up 10.26% in 2017 compared to 2016 Larceny Theft is up 4.09% in 2017 compared to 2016 Part II crimes Weapon Law is up 9.68% in 2017 compared to 2016 Felony Transport & or Sales of controlled substance (except Marijuana) is up 44.44% compared to 2016 Misdemeanor Possession of a Controlled Substance (excluding Marijuana) is up 56.06% compared to 2016 Under the influence of Narcotic is up 28.57% in 2017 compared to 2016 The proposed annual conference resolution seeks to turn around these negative impacts from existing criminal law and considers proactive measures that could reduce such impacts. (562) 801‐4379 Web: www.pico‐rivera.org ∙ e‐mail: rbobadilla@pico‐rivera.org 23 24 25 26 William K. Rounds, Mayor • Jay Sarno, Mayor Pro Tem City Council Richard J. Moore • Juanita Trujillo • Joe Angel Zamora City Manager Thaddeus McCormack July 11, 2017 General Resolutions Committee League of California Cities 1400 K Street, Suite 400 Sacramento, CA 95814 RE: 2017 Conference Resolution Strategies to Improve Negative Impacts of Criminal Law Notice of Support Dear Committee: The City of Santa Fe Springs supports the League of California Cities Annual Conference Resolution calling on the Governor and Legislature to enter into discussion with the League and other public safety stakeholders to identify and implement strategies that will improve the unintended negative impacts of existing criminal law. The City of Santa Fe Springs has seen increases in property crime that may have resulted from a combination of legislative actions and voter-approved initiatives. In addition, the City of Santa Fe Springs contracts with the Whittier Police Department for Law Enforcement Services. In February, Whittier Police Department Officer Keith Boyer was gunned down by a AB 109 offender in a heinous act of indiscrimate violence. We feel strongly that AB 109 and the loosening of oversight and control over recidivist offenders was atleast partially responsible in Officer Boyer’s death. We believe that the proposed annual conference resolution seeks to turn around these negative impacts from existing criminal law and considers proactive measures that could reduce such impacts. The resolution directs League staff to consider creating a task force with other organizations and jointly commission a report on the unintended negative impacts of recent criminal law to identify necessary changes, working with key stakeholders to promote support for resulting advocacy efforts. The resolution also promotes an amendment of appropriate sections of AB 109 to change the criteria justifying the release of non-violent, non-serious, non-sex offender inmates to include their total criminal and mental health history instead of only their last criminal conviction. It encourages continued advocacy to make “violent offenses” include crimes that meet the plain language definition of “violent”. The resolution further asks the State to improve the Smart Justice platform to allow state and local law enforcement agencies to rapidly share information to track offenders, and encourages data collection on post-release community supervision offenders. 27 William K. Rounds, Mayor • Jay Sarno, Mayor Pro Tem City Council Richard J. Moore • Juanita Trujillo • Joe Angel Zamora City Manager Thaddeus McCormack July 10, 2017 Page 2 2017 Conference Resolution The passage of this resolution would provide a range of important reforms that would enhance public safety in our community. For these reasons, the City of Santa Fe Springs strongly supports this resolution to strategically address criminal justice reforms. Sincerely, William K. Rounds, Mayor City of Santa Fe Springs 28 29 LETTERS OF CONCURRENCE Resolution No. 2 Local Control for Emergency Medical Response 30 31 32 CITY COUNCIL DOUG KUEHNE, Mayor ALAN NAKANISHI, Mayor Pro Tempore MARK CHANDLER BOB JOHNSON JOANNE MOUNCE CITY OF LODI CITY HALL, 221 WEST PINE STREET P.O. BOX 3006 LODt, CALIFORNIA 95241-1910 (209) 333-6702 t FAX (209) 333-6807 www.lodi.qov citvclerk@lodi.qov July 19,2017 The Honorable JoAnne Mounce, President League of California Cities 1400 K Street, Suite 400 Sacramento, CA 95814 RE RESOLUTION OF THE LEAGUE OF CALIFORNIA CITIES SUPPORTING LEG¡SLAT|ON AMENDING GC 5386ll TO CLARIFY DEFINITION OF LOCAL CONTROL PROVIDING BROAD STATUTORY AUTHORITY FOR LOCAL OFFICIALS TO DETERMINE EMERGENCY SERVICE LEVELS AND DIRECT EMERGENCY MEDICAL RESPONSE WITHIN THEIR JURISDICTIONS The City of Lodi supports the proposed resolution to support legislation amending Government Code 538611 to clarify the definition of local control providing broad statutory authority for local officials to determine emergency service levels and direct emergency medical response within their jurisdictions. Accordingly, we concur in the submission of the resolution for consideration by the League of California Cities General Assembly at its annual meeting on September 15, 2017. Government Code Section 38611 does not contain language clarifying the broad scope of emergency services as provided by present day fire departments. The code requires further definition for general law and charter cities in determining service levels for the delivery of emergency services commensurate with the resources provided by the local government body. Amending Government Code Section 38611 would provide the chief of a fire department specific authority to protect public safety and public health within the jurisdictional boundaries of the fire department. The City of Lodi is in strong support of providing statutory authority for local officials to determine emergency service levels and direct emergency medical response within their jurisdictions. Since rely, Doug STEPHEN SCHWABAUER City Manager JENNIFER M. FERRAIOLO CitY Clerk JANICE D. MAGDICH City Attorney ne Mayor,ity of Lodi DIIJMF cc: Larry Rooney, Fire Chief, City of Lodi Randall Bradley, City of Tracy, randall. bradlev@ci.tracy. ca. us Stephen Qualls, League of California Cities, squalls(ôcacities.orq N:\Administration\CLERK\Councit\CORRESP\LETTERS\lemergencyservices2.doc 33 34 July 13, 2017 The Honorable JoAnne Mounce, President League of California Cities 1400 K Street Sacramento, CA 95814 SUBJECT: Resolution of the League of California Cities Supporting Legislation Providing Broad Statutory Authority for Local Officials to Determine Emergency Service Levels - SUPPORT Dear President Mounce, On behalf of the City of Stockton, I wish to voice our support of the City of Tracy proposed resolution for consideration by League membership. Stockton supports this resolution for the following reasons: 1) The City of Stockton Legislative Program seeks the broadest authority for the City Council to make decisions locally, particularly related to the local exercise of police powers; 2) The City of Stockton Legislative Program advocates for efforts that impact the City’s ability to enhance the well-being, quality of life, health, and safety of residents; 3) The City of Stockton has experienced challenges and frustrations in delivering the highest quality of emergency medical services to our residents due to provision of the Emergency Medical Services (EMS) Act. 4) Amendments to the EMS Act would clarify local control and allow governing bodies to determine which services are directly provided within their respective jurisdictions. For these reasons, the City of Stockton concurs with and supports the City of Tracy proposed resolution for consideration by League membership. MICHAEL TUBBS MAYOR MT:cc cc: Stockton City Councilmembers Kurt Wilson, Stockton City Manager MICHAEL TUBBS Mayor ELBERT HOLMAN Vice Mayor District 1 DAN WRIGHT District 2 SUSAN LOFTHUS District 3 SUSAN LENZ District 4 CHRISTINA FUGAZI District 5 JESÚS ANDRADE District 6 OFFICE OF THE CITY COUNCIL CITY HALL  425 N. El Dorado Street  Stockton, CA 95202 209 / 937-8244  Fax 209 / 937-8568 35 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-818 Agenda Date:8/9/2017 Version:1 Item #:14. Resolution that the City of South San Francisco will be joining the California Public Utilities Commission, California Energy Commission,and cities throughout the state and participating in “One Thing for the Sun”,a statewide campaign to reduce energy consumption on August 21, 2017, during the partial solar eclipse. City of South San Francisco Printed on 8/30/2017Page 1 of 1 powered by Legistar™ CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA City of South San Francisco Joins State Energy Agencies, Cities Statewide to Participate in “One Thing for the Sun” Campaign; Pledges to Reduce Energy Consumption on August 21, 2017, and Every Day August 9, 2017 WHEREAS, on August 21, 2017, a partial solar eclipse will travel across California, obscuring between 60 and 76 percent of the state from the sun; the reduction in solar radiation will directly affect the output of both large scale photovoltaic (PV) electric power plants and rooftop solar; and WHEREAS, California has built a large amount of renewable energy electric power plants; nearly 10,000 megawatts of commercially-operational, grid-connected, solar PV are currently operated by California’s investor-owned utilities, and more will soon be completed; and WHEREAS, initial estimates show, at the eclipse peak for the California Independent System Operator’s (CAISO) balancing authority area, commercial solar production will be reduced from an estimated 8,754 megawatts to 3,143 megawatts at the maximum partial eclipse, and then return to 9,046 megawatts; and WHEREAS, more than 5,800 megawatts of customer, or third party-owned, rooftop solar installed on homes and businesses in the same areas will be affected; and WHEREAS, CAISO plans for events such as this, where loss of power generation not only reduces the amount of electrical energy available to customers, but also produces imbalances that can cause other critical problems; and WHEREAS, millions of Californians can step in to allow our hard-working sun to take a break; rather than relying on primarily expensive and inefficient natural gas-peaking power plants, California citizens can unplug from the grid so that we can have cleaner air, keep our system reliable, and send a message to the rest of the country that we don’t have to rely on fossil fuels as the only foundation of our electricity; and WHEREAS, we call on all Californians to step forward and do at least one thing to stand in for the solar power that we enjoy from our hard-working sun, including turning air conditioning thermostats up 2 to 4 degrees, shutting down three power strips, not supplying electricity to appliances in use, and avoid charging electric vehicles during the period from 9 a.m. to 12 Noon on August 21, 2017. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco does hereby pledge to reduce energy consumption on August 21, 2017, during 9 a.m. to 12 Noon, as part of the statewide campaign, “One Thing for the Sun”, and to continue to save energy and conserve, protect, and respect precious resources as part of the City’s Healthy Living, Healthy City initiative. ________________________________ Pradeep Gupta, Mayor ________________________________ Liza Normandy, Vice Mayor ________________________________ Mark Addiego, Councilmember ________________________________ Richard Garbarino, Councilmember ________________________________ Karyl Matsumoto, Councilmember Dated: August 9, 2017