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Reso 36-2024 (24-202)
Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 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, 2024 (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 September 21, 2023 (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, 2029, 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 Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 2 of 14 the Proposal, the rates set forth in Exhibit B shall prevail. City shall pay Consultant for services rendered 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 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 fifteenth (15th) 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 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 omitted. 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, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 4 of 14 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). 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: Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 5 of 14 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. b. 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. 4.4.3 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, 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 Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 6 of 14 volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.4.4 Wasting Policy. The Commercial General Liability policy shall not include a “wasting” policy limit. 4.4.5 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 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 Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 7 of 14 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 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. 7.4 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 8 of 14 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 one (1) renewal period of two (2) years’ duration. 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 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 Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 9 of 14 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 10.14 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. 9.1 Intentionally omitted. 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. 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: Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 10 of 14 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. 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 11 of 14 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 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 12 of 14 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 Chase Bank, N.A. 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 10.11 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 b. Exhibit B – Pricing Schedule c. Exhibit A – Statement of Work 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 City of South San Francisco and JPMorgan Chase Bank, N.A. Page 13 of 14 10.12 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.. 10.13 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. 10.14 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. Consulting Services Agreement between [Rev:11.14.2016] February 28, 2024 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 EXHIBIT A SCOPE OF SERVICES [See attached Exhibit A which includes TABS D –T and V-Y] Tab D - Demand Deposit Accounts | 15 | Tab D - Demand Deposit Accounts 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) Acknowledged. The City can continue to use the accounts and solutions you enjoy today. Solutions and offerings for the following are described throughout this proposal: ● J.P. Morgan Access ● Account transfers ● Wire transfer origination ● ACH origination ● Positive pay and fraud solutions ● Chase Merchant Services ● Lockbox and Remote Deposit Capture In addition we describe our zero balance and commercial checking accounts below: Zero balance accounts Continue to concentrate physical cash using our zero and target balance accounts. Sweeping between single-entity owned accounts as well as multi-entity owned accounts using our fully automated sweep service. Accounts can be set to concentrate at either a zero or target balance level. Concentration can be set up with two primary options: ● Zero/target balance: On a daily basis, automated cash concentration transfers occur to bring participating accounts to a zero or target balance at end-of-day. ● Customized transfers: Options include one-way transfers, intraday concentration and date specific transfers. We also offer fixed and percentage-driven instructions. Through J.P. Morgan’s ability to provide a completely automated end-of-day concentration process, late-posted or back-valued items are included in the zero balance or target balance transfer. Tab D - Demand Deposit Accounts | 16 | Commercial Checking accounts The City can continue to use either Commercial Checking or Commercial Checking with Interest accounts, also known as a demand deposit account (DDA). The Commercial Checking DDA will continue to provide the option of paying an earnings credit rate (ECR), a “soft dollar” interest on balances which are applied against bank fees. The Commercial Checking with Interest DDA pays a “hard dollar” interest. Both accounts are fully liquid with no restrictions on withdrawals. The offered rates—on the standalone interest-bearing DDA and Hybrid DDA—are bank managed rates which are reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment. Using a managed rate helps to maintain pricing flexibility while helping to protect you from the short- term rate volatility that could result from using an indexed rate. The earnings credit rate is a bank managed rate which is reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment. Using a managed rate helps to maintain pricing flexibility while helping to protect you from the short-term rate volatility that could result from using an indexed rate. Tab E - Deposit Compensation | 17 | Tab E - Deposit Compensation 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 earnings credit rate is a bank managed rate that we review and update periodically after considering a range of factors, including the market rate environment. Using a managed rate helps to maintain pricing flexibility while helping to protect you from the short-term rate volatility that could result from using an indexed rate. The earnings credit allowance is calculated based on the average daily positive collected balances in the non- interest bearing accounts less the reserve requirement (currently 0%) using the following calculation: Monthly earnings credit allowance calculation (Average monthly investable balance x ECR x actual number of days in month) Actual number of days in year We will continue to accept compensation based on fees and/or balances, with no difference in unit prices. ● Fee Compensation: If you choose a fee compensation plan, balances are not used to offset any service charges. Total service charges are debited from a designated account, generally monthly. ● Balance Compensation: If you choose a balance compensation plan, eligible balances are used to calculate an earnings credit allowance to offset service charges. If eligible balances are sufficient, the earnings credit allowance offsets the service charge. Should the level of eligible balances not fully cover the fees, remaining service charges are debited from a designated account, usually on a monthly basis. 2. List the bank’s actual ECR for the past 12 months (August 2022 to July 2023), on compensating balances, net of any management spread, if any. Historical ECR rates Month and year Rate Month and year Rate Month and year Rate August 2022 0.45% September 2022 0.75% October 2022 0.75% November 2022 1.05% December 2022 1.35% January 2023 1.35% February 2023 1.55% March 2023 1.65% April 2023 1.65% May 2023 1.70% June 2023 1.75% July 2023 1.75% Tab E - Deposit Compensation | 18 | 3. Explain, in detail, how and when the FDIC assessment is computed and charged. We charge a balance based charge (BBC), which is a monthly administrative fee assessed to address various regulatory and other charges affecting the bank. The rate is set by the bank and subject to periodic review and adjustment. The following formula is used to calculate the BBC: Balance-based charge calculation (monthly) Average positive ledger balance x charge rate x number of calendar days in the month Actual number of days in the year Since January 2, 2010, our BBC rate has been 0.13%. As with other eligible fees, the monthly Balance Based Charge may be offset by earnings credit provided by J.P. Morgan. This charge is included in the monthly account analysis statements. 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 Tabs V and W – 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. Yes, J.P. Morgan offers a demand deposit account (DDA) with the option of either paying a “hard dollar” interest or an earnings credit allowance (“soft dollar”). Pricing information is available in Tabs V and W. J.P. Morgan offers an earnings credit–a soft dollar value calculation–on cash balances in non-interest bearing accounts. This earnings credit can be used to offset certain banking service fees and may enable the City to realize greater value for your cash compared to other alternatives. The account analysis statement automatically applies the earnings credit to offset service fees for an analysis period. To the extent that earnings credits are not sufficient to offset all service charges, the City will pay hard dollars for the balance. J.P. Morgan will debit your account of choice monthly for this payment. Balances required to offset service charges will vary based on fluctuations in the earnings credit rate and account activity. The earnings credit allowance is automatically credited to your monthly billing statement. 6. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? Details of adjustments to prior periods are provided in separate sections of the current analysis statement and labeled as such in the Financial Recap section. The City should notify J.P. Morgan in writing of any errors or not receiving an account analysis statement within 60 calendar days after the statement is made available. Errors are researched thoroughly so appropriate adjustments can be applied to the account. Should there be a billing error and adjustments not completed prior to the direct debit, J.P. Morgan will post the difference between the original and corrected service charge as a separate transaction. Tab F – ACH, Wire and Other Transfers | 19 | Tab F – ACH, Wire and Other Transfers Describe the bank’s online 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. In its discretion, J.P. Morgan may require a customer to prefund the amount of ACH credit entries on the transmission date or prior to the settlement date. ACH items can be future dated. ACH payments through J.P. Morgan Access are warehoused for up to 60 days in advance of the value date. Same-day payments We offer same-day ACH. We worked together with the Clearing House and other key Nacha members to design, develop and champion the same-day ACH rule change. Deadlines for next- and same-day payments Below are the bank’s cutoff times (in PT), relative to settlement date, for customer initiation of ACH transactions. There are no exceptions based on file type. Initiation method Next-day ACH Same day ACH Direct transmission (1,2) 7:00 p.m. 12:15 p.m. Online banking portal (1) 7:00 p.m. 12:00 p.m. (1) ACH PPDs must be received two business days in advance of settlement. (2) If you require later deadlines, discuss with your relationship team. Acknowledgement and customer service We provide file receipt acknowledgements. To confirm the receipt of your direct transmission files, you may choose to receive any of the following acknowledgement files: ● ACH File Receipt Notification Service: Available to clients who provide us with Direct Send ACH files. You will get an email notification that your submitted ACH file was either successfully received by the ACH back office and validated or rejected for further processing. We can send email notifications to a maximum of 10 corporate email addresses (personal email addresses are not supported), and do not include notification of successful ACH processing of client files. ● ACH Acknowledgement File: Automatically transmits a copy of your original File Header (1) record and File Control (9) record allowing you to reconcile back to your original ACH file processing records. ● ACH Companion (Mirror) File: Provides a complete copy of the original incoming ACH Nacha detail payment file received by us. This re-confirms the individual payment instructions being processed and is often used as a reconcilement file. The file reports any ACH rejects or returns back to you within one to three business days. ● ACH Transaction Summary Report (Journal): Created post-processing and summarizes the settlement results and totals for either an individual file or for the entire business day. We sent the report to you through secure email or direct transmission delivery within 90 minutes of receipt of the ACH initiation file. The acknowledgement includes item count and dollar amount. Tab F – ACH, Wire and Other Transfers | 20 | We provide back up to help you feel more confident We help you implement auto-acknowledgements for receipts of the transmission. If you fail to receive an acknowledgement within 15 minutes of the transmission, contact our Transmission Services Group for status and next steps. If the transmission fails, we 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. Contact your assigned CSA if you’re unable to transmit data to us. He may be able to provide you a solution on a case-by-case basis. You may also contact the ACH Transmission Services Group by phone at (813) 432-3800. Operating hours for ACH processing Monday-Friday Saturday Sunday Customer Service 4:00 a.m. to 4:00 p.m. PT Closed ACH Operations Center 4:00 a.m. PT Monday to 11:00 p.m. PT Friday 1:00 p.m. Sunday to 10:00 a.m. PT Sunday 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. Yes. You can continue to modify a transaction before it’s released it to the ACH operator. You have the ability to make modifications to transactions that have been sent to the bank but not released to the ACH operator using our ACH File Warehouse service. ACH File Warehouse provides you with a full, secure online access to delete and modify transactions—including dollar amount, account and routing numbers and a deadline of 1:00 p.m. PT, the day prior to settlement. Request deletion, reversal or reclamation of ACH items through Access Transaction Services. Keep in mind requests may be made only by individuals authorized by your company and security is provided through technologies, depending on the method of transmission, such as HTTPS and secure file transfer protocol (SFTP). A Deletion (Stop Payment), Reversal and Reclaim Guide will be provided when you get started that explains the procedures 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. J.P. Morgan Access offers a complete range of funds transfer services supporting U.S. dollar and multicurrency payments, using both predefined (repetitive) templates and free-form formats. The City can easily create beneficiary templates with lockable and editable fields to set up recurring/repetitive payments. ● The City establishes user entitlements: The City's security administrators can authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates. ● A J.P. Morgan client confirmation number is provided immediately upon release to the funds transfer processing platform and confirmation codes are accessible using cash reporting features. 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. Tab F – ACH, Wire and Other Transfers | 21 | USD clearing opens on Saturdays at 7:00 p.m. PT for Monday value date processing of book transfers initiated through the weekend and Monday, if also a holiday. Clients will have the ability to process their U.S. dollar book transfer straight through payments during these additional hours; however, repaired payments are delayed until the normal operating hours of the FED and CHIPS. The cutoff time for Fedwire transfers originated via our online portal is 3:15 p.m. PT, book or internal transfers initiated via the portal offer a cutoff time of 4:15 p.m. PT. 4. Describe the financial institution’s incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your service. With just a few clicks, you can continue to initiate key transactions (wire transfers, ACH and account transfers) from a single page. It is fully customizable which means you can create your own filters or templates with locked fields for added security. Payment Tracking allows you to track and trace their payments via the search feature for all your payments initiated via the online portal. Please see Appendix 5 for detailed information on J.P. Morgan Access’ security features. 5. Provide a description or sample of the bank’s funds transfer agreement. How are authorization levels established for transfers? Please see Tab Y for sample account service terms. The City establishes user entitlements. The City's security administrators can authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates. 6. Is your bank both a sending and receiving bank of the National Automated Clearing House Association (NACHA)? The City can be confident that J.P. Morgan, both a sending and receiving bank, is experienced and capable in processing all of your ACH needs. J.P. Morgan has provided ACH solutions to clients and has ranked consistently as a top originator of ACH transactions since the founding of the ACH network in 1972. 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. For the City’s large ACH batch originations, J.P. Morgan recommends secure file transfer protocol (SFTP) transmission. Transmissions can be initiated and monitored online. To originate through batch file transmissions, using any one of industry standard Nacha file formats (e.g., ARC, CCD or PPD), the City can 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). Our 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. VPN (virtual private network) is also a supported file transfer solution. 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? We will work with the City during the implementation phase to establish the pre-agreed file format interface between your ERP system and our electronic banking channels. To establish a smooth migration to J.P. Morgan’s platforms, our Technical Service Group will also provide training and assistance to the City’s staff to make sure that users are familiar with the functionality of the system. Upon request we provide a complete database of ACH member institutions. Access this database directly from J.P. Morgan though transmission each month. This information is also available online through J.P. Morgan Access, where you easily search by institution name or ABA number. You can also download an Excel file directory. Tab F – ACH, Wire and Other Transfers | 22 | 9. Describe your system security in general and explain how it will guard against unauthorized ACH debits to the City’s accounts. Continue to use ACH Transaction Review to review and confirm ACH debit and credit transactions that post to your account and return unauthorized transactions on a case-by-case basis. A self-serve option allows you to choose either a “pay” or “return” decision default on your ACH Filter Profiles. ACH Transaction Review applies to both credit and debit profiles. 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 are daily limits on wire transfers? Continue to restrict your eligible users by dollar amount and function. Dollar amounts may be either single transaction, daily aggregate or both. 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. Please see Appendix 5 for additional information about our online portal’s security. 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 make certain that appropriate contingency plans are developed and maintained for each business area that supports J.P. Morgan Access. The intent of these contingency plans is to assure the continued operation of critical systems in the event of a disaster, emergency or other unforeseen events threatening interruption of these systems. Your client service associate will remain in constant contact with you in a contingency situation. 12. Please describe the bank’s electronic bill payment, e-payable, EFT, ACH services as they relate to Accounts Payable. Virtual cards at J.P. Morgan provide an electronic, credit card-based payment method that helps clients like the City more efficiently manage your payment process. Virtual cards also help reduce costs and transform traditional areas of expense into potential revenue generators. We offer a true virtual card solution. Each virtual card has a credit limit equal to the approved payment amount. With a design that creates just one account per payment, the merchant only has access to approved funds for a specific payment. When all four key elements of purchase payments to transactions match— account number, dates, dollar amount and merchant category code (MCC)— reconciliation occurs automatically. A reconciliation file is then delivered to the City’s ERP system. We offer various integration options for virtual cards—API, batch and online—that leverage PaymentNet. Several of our clients leverage API and batch for specific use cases. These clients enjoy a cohesive/consistent experience with the robust capabilities that PaymentNet offers. AUTOMATED RECONCILIATION Reconciliation of virtual cards is based on matching four key elements: Account number Validity dates Dollar value (including tolerances) Merchant category code Tab G – Deposit Transmittal Process | 23 | Tab G – Deposit Transmittal Process 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. The following provides cutoff times for same-day ledger credit on deposits. City (1) State Full-service vaults Cash-only deposit (2) Mixed (cash and check) and check-only deposit (2) Oakland CA Y 4:00 p.m. 4:00 p.m. (1) We regularly review vault activity as a business practice, which may result in openings, closings and changes to cutoff times. (2) Coin deposits greater than $10.00 may be credited to your account on a delayed basis. 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. The following provides cutoff times for same-day ledger credit on deposits. J.P. Morgan has branches and ATMs in 48 states, as well as Washington, D.C. There is no additional charge for after banking hours processing. ATM and branch deposits ATM deposits 8:00 p.m. PT. Deposit cutoff times are clearly posted at each ATM. • more than 15,660 ATMs are currently available in the U.S. for commercial deposits Branch deposits Variable • Vary by location but typically are between 5:00 and 6:00 p.m. local branch time Branch night drop deposits 7:30 a.m. PT • Select branches offer a second opening in the early afternoon • Deposit cutoff times are clearly indicated on the face of each depository as required by law 3. Confirm if there is a required deposit preparation for checks. 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? Confirmed, there is required deposit preparation for checks. The City receives materials, including detailed deposit preparation procedures during the initial implementation meeting. Instructions for deposit preparation are summarized in Appendix 6. Tab G – Deposit Transmittal Process | 24 | 4. Describe the remote deposit services and process. Is there any special equipment requirements? Continue to deposit business, government and consumer checks, Postal Money Orders, Western Union Money Orders, demand drafts and government warrants. Our remote capture services require a high-speed internet connection, a desktop check scanner and a Windows-based PC. J.P. Morgan recommends the Epson product line. The Epson CaptureOne 60/100 or 90/100 is generally used for check- only scanning and the Epson DS-770 II if you plan to scan checks and documents. 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 the vault and branch below a predetermined sundry amount without posting the corrected entries and related fees to the City’s account. The chart below outlines standard procedures for reporting deposit adjustments and options available to you. Standard and options for reporting deposit adjustments Branch The standard delivery method for adjustment advices is the U.S. Postal Service. We mail adjustment advices within one business day of verification to the address listed on the deposit account. The location number can be included on the adjustment advice. For paper check deposit, we can mail a second copy of the adjustment advice to an alternate address. However, for cash deposit adjustments, we’re not able to mail an adjustment advice to an alternate address, nor can we send copies to multiple addresses. The credit or debit deposit adjustment can also be viewed online and on your bank statement with the dollar amount and location number, depending on whether the deposit is delivered to a vault or branch. Vault In addition to online viewing, we also offer the following notification options to supplement the paper advice: • Email: Next-day notification for all deposits and adjustments processed during the prior processing day • Receipt mailer: Mailed next day for all deposits, adjustments and change orders processed during the prior processing day • Web: Adjustment reports are available online through Web Currency Services Vault deposit adjustment advices also include the original deposit amount, original deposit date, processing vault ID and adjustment reason. Electronic deposit using Remote Deposit Capture For images that can’t be forwarded for collection because they don’t meet Check 21 requirements, we send an email notification to you on the next business day. Deposit adjustments vary by channel—branch, check or vault. The deposit adjustment information provided to you includes: the deposit ticket date, credit date, verified date, declared deposit amount, verified deposit amount, denominational breakdown and any adjustments along with the associated reason code. A FLEXIBLE SOLUTION Use Remote Deposit Capture service in the U.S. Checks must be: Scanned from a U.S. location Drawn on a U.S. financial institution In U.S. dollars Deposited into a J.P. Morgan U.S.- domiciled DDA Tab G – Deposit Transmittal Process | 25 | 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 City can be confident that we offer standard return and reclear item processing to help you manage your return items. Your return item handling instructions are maintained within a comprehensive database at the bank. During the check clearing process, the paying bank may return deposited checks for a number of reasons, including non-sufficient funds (NSF), uncollected funds, stop payment, account closed, etc. We route 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). We match the actual return items to a return item advice and mail 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. Advices are generated throughout the day and sent via First Class U.S. mail. Advices contain actual return items and the following information: processing date (debit date), advice number, deposit account bank number and deposit account number. A location number (up to 10 digits) can also be provided. 7. What is the bank’s procedure for ordering currency? Can currency delivery be coordinated with the scheduled armored car service? Continue to use our automated coin and currency ordering services for pick-up through our vaults and branches. The City may request change orders as needed, establish a standing vault order or using a combination of orders. Coin and currency orders are placed via telephone using an interactive voice response (IVR) or through our Web Currency Services ordering platform. 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. The City can continue to scan images of checks using Remote Deposit Capture and transmit them electronically to J.P. Morgan for clearing. Receivables Online (formerly 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. 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 receives images of all on-us transactions (paid checks, deposit tickets, advices/adjustments) and account reconciliation (ARP) reports through our banking portal. Check images and ARP reports are stored for 7 years (standard) with an option to extend retention up to 10 years. Bank statements and account analysis statements are also available. The banking portal stores historical statements for up to 7 years for bank statements and 13 months for account analysis statements. J.P. Morgan’s multi-level security is designed to help protect your privacy, preserve data authenticity and maintain strong operational controls. Tab G – Deposit Transmittal Process | 26 | 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? Our Virtual Reference Number (VRN) solution can help alleviate the following common payment challenges: ● Payers making one payment for multiple invoices ● Payers making partial payments for one invoice ● Incomplete information given for payments received Electronic receipts are paid quoting these dedicated VRNs, which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear identification of your payers without the onerous task of manual reconciliation. Here’s how it works: ● We provide you a range of reference numbers to assign to each of your payers ● Your customers quote the VRN in place of your account number ● When we receive the payment, we automatically associate the VRN to you and credit your operating account with us ● Each credit contains the associated VRN to identify the payer and apply to your accounts receivable Access the VRN in the transaction postings to your account—reference numbers are reported on standard reports via J.P. Morgan Access. 11. Currently, an armor car picks up at 7 different address physical sites in South San Francisco: 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? The 7 locations are within close proximity of City’s downtown area. Today, the City’s armored car charges are not included in the monthly analysis. We will continue to support the City’s vault transactions and work with the armored car service of the City’s choice. 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? The City can continue to use unique location identifiers (ULID) for assistance in reconciling deposits. The Balance and Transaction Report, available through the Reports function, serves as the City’s Location Report and captures deposit information from each of your locations. Locations are identified by a unique location identifier (ULID) number printed on the deposit slip, which is then reported back to your main office/location, broken out by each location. 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. Yes, continue to us the online portal to run standard and create custom reports. All reports are available to download in Excel format. 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 can continue 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 using our online portal. Tab G – Deposit Transmittal Process | 27 | 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? Continue to retrieve images online for a standard period of 10 years. Image transmission files are also an available option. You can easily upload the image file into your platform, so it serves as your first line of defense for storage needs and supports your existing workflows. Tab H - Account Reconcilement | 28 | Tab H - Account Reconcilement 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 June 2023 bank statements for monthly volume of these activities. The related accounts utilize full Account Reconcilement online 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. Yes, J.P. Morgan continues to offer the City a complete reconciliation of outstanding and paid checks, with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). The City chooses how you wish to supply this data: In a file transmission or by upload or manual key entry to J.P. Morgan Access, as needed by the check activity in each account. With check issued data, J.P. Morgan will continue to perform a full reconciliation of activity in the account, delivering a reconciliation report package through our online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. 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. Yes. Continue to use J.P. Morgan Access’s positive pay exception processing and send positive pay issue files via the internet. J.P. Morgan’s internet delivery channel provides a foundation for secure and traceable communications between J.P. Morgan and the City using standard browser software. Additionally, our online portal enables the City to use the internet to review digital images of all exception items, and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions, so the City can easily employ the most up-to-date fraud protection services. Email notification offers a convenient way to know when exceptions are available for review. The deadline for the City to submit manual entry or file upload via J.P. Morgan Access is 7:30 p.m. PT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 7:45 p.m. PT. Positive pay triggers We review positive pay accounts to detect the following exception situations: paid-no-issue, duplicate paid items, maximum dollar (by request), minimum/maximum serial number (by request), stale-dated issue (by request), invalid serial number, cancel/void prior to payment, payee name does not match issue and paid amount does not equal issue. Tab H - Account Reconcilement | 29 | 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? Yes. Our Account Reconciliation team can delete files. The process varies by input method as described below: ● For a current-day file done in J.P. Morgan Access Checks, we can delete the file to allow a new file to be uploaded same day. ● For a prior-day file done in J.P. Morgan Access Checks, the reversal is processed overnight before you can upload again. ● If done by manual entry in J.P. Morgan Access Checks, the update occurs overnight. ● For a direct transmission, deletions occur the same day. 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? The City can continue to place stop payments online via the banking portal, 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. When placing stop requests via the banking portal, the system searches 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 check has been paid, the system reports the date the item was paid, and you can; ● Choose to continue to request the stop by clicking “enter” (e.g.: to prevent payment of a second presentment of an item with the same check information) ● Choose to cancel by clicking on the “cancel” button If you do not want to place the stop Once the stop payment request is submitted appropriately, it will be processed within one hour. We provide confirmation online of successful placement of the stop payment request. Print or download details as needed. Additionally, a stop payment activity report is available online. The final status of the item at the time the stop was placed is available on the activity report the following business morning. Stop payment requests remain in effect for one year and can renew for an additional six years. Voids We recommend that when a check is printed and released by the City, a stop payment be placed versus a void. Voids should be placed when the check has not been released. Stop payments are in effect for one year with an option to renew for six additional years, and if the check is presented for payment the bank will automatically return the item. For clients who choose to place a void on a check, if the item is presented for payment and the account subscribes to positive pay, the paid check will be communicated via J.P. Morgan Access as a "Cancel On File" check exception for the client to then make a pay or return decision on the item. Therefore, a stop payment provides a more efficient method of handling an outstanding check that is not to be honored. 5. Describe the account reconciliation services offered by the financial institution. We offer a range of account reconciliation (ARP) services. Yes, all ARP services are optional and designed to enhance reconciliation efficiencies. We offer both full and partial reconciliation and describe below. ● Full reconciliation : Receive a reconciliation of outstanding and paid checks. Provide detailed check issue data for full reconciliation. With check issued data, we perform a full reconciliation of activity in the account, delivering a reconciliation report package via the online portal. ● Partial reconciliation: Receive a detailed listing of checks paid against a disbursement account over a client- defined period of time with partial reconciliation. 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 the banking portal. View your reconciliation report package on the online portal within five business days from the close of a cutoff cycle. Download reconciliation reports in PDF and daily paid files in TXT format from the Recon Output tab in Access Checks. Tab H - Account Reconcilement | 30 | 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. 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. 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. Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to a funds control officer for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. Overdraft charge calculation We charge for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual DDAs for each day an overdraft occurs. Interest and overdraft fees can be offset by an earnings credit allowance and may be assessed on a per-occurrence basis. The negative collected balance fee is calculated daily, as follows: Negative collected balance fee calculation (negative collected balance x overdraft rate) 360 days There is also a per occurrence fee for each day an account maintains a EOD negative collected balance. 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? Yes, J.P. Morgan accommodates image delivery via the Statements and Checks functionalities on J.P. Morgan Access and via Receivables Online. Check disbursements, check images are available the same day the check is presented and stored for 7 years (standard) with an option to extend retention up to 10 years. For positive pay clients, exceptions include check images for your review and decision. There is no fee for retrieving an image of an archived check. The deposit information for branch teller, branch night drop, vault (via armored car) and ATM deposit options is viewable on a same day basis on J.P. Morgan Access, with any images available the following day. Images submitted using Remote Deposit Capture are available for viewing the same day. 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? Yes. We offer the City our stale-date feature to return checks that are presented for payment past your pre- 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 show as “Stale Date Item Issue” exceptions on the daily positive pay exception report that allows you to decide whether each item should be paid or returned. You may also elect to have the system automatically return all items prior to having them reported for your review. Stale-dated checks are not removed as issues. To remove the item as an issue, the City sends a positive pay file and identifies applicable stale-dated checks as cancels. Tab I – Direct Deposit Relationship | 31 | Tab I – Direct Deposit Relationship 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. J.P. Morgan facilitates activity on behalf of municipalities with redemption and investment Local Agency Investment Fund (LAIF) transactions. 2. What is the charge per transfer to and 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. Investment transfers to the State will be initiated by the City via J.P. Morgan Access 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: ● For same day transactions, LAIF must be contacted by 10:00 a.m. PT. ● 15 total transactions per month are allowed, which include both deposits and withdrawals. ● Transaction amounts should be in thousand dollar increments with a minimum of $5,000. ● Withdrawals of $10 million or more require at least a one-day advance notice to LAIF. ● Future-dated transactions can be requested up to 10 calendar days in advance. ● Verbal acknowledgment must be initiated by authorized the City personnel prior to funds transfer. Transfers from LAIF Investment transfers from the State will be initiated by the City via LAIF by phone or online, and posted directly through J.P. Morgan into your designated account. LAIF transfers can be executed by the City online through the LAIF portal. Please refer to Tab W and X for applicable fees. 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. Tab J - Direct Deposit of Payroll | 32 | Tab J - Direct Deposit of Payroll 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. Typically, one or two days in advance of the designated payday, you send us a file containing the total amount to be paid electronically to your employees’ designated accounts. For an additional charge, payroll transactions may be initiated with same day settlement, provided cutoff times are met. The offsetting amount is charged to your designated account with us on the day of settlement (payday). Direct deposit options Origination method Larger volume We recommend you use direct send transmission. You create a transaction file in standard Nacha format using industry standard applications. You will then transmit the file to us through a common protocol such as FTP. The transmission is encrypted and sent to us for final ACH processing. Lower volume We suggest using J.P. Morgan Access. The banking portal allows your authorized users to enter the required ACH payment details in the fields provided. In addition to initiating payroll, you can use the banking portal for ACH and wire disbursements and concentration. Transaction type Prearranged payment and deposit (PPD) Supply PPD files for next-day credits. For your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to us by 7:00 p.m. 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. Same-day ACH credits Send same-day ACH credits. All ACH credit transactions, except for international transactions (IATs) and transactions above $1,000,000 are eligible for same-day processing. 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? Depending on your initiation method, all data received after the cutoff times listed in the below table is ineligible for same-day processing. Initiation method Cutoff times ACH Direct Send 12:15 p.m. PT ACH payments via J.P. Morgan Access 12:00 p.m. PT Tab J - Direct Deposit of Payroll | 33 | 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. We help you implement auto-acknowledgements for receipts of the transmission. If you fail to receive an acknowledgement within 15 minutes of the transmission, contact our Transmission Services Group for status and next steps. If the transmission fails, we 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. Contact your assigned CSA if you’re unable to transmit data to us. He may be able to provide you a solution on a case-by-case basis. You may also contact the ACH Transmission Services Group by phone at (813) 432-3800. 4. What screening measures does the bank use to minimize errors on files sent to you i.e., pre-notes, ABA screening, etc.? We recommend using Account Validation Service (AVS) to assist the City in validating account numbers in your ACH files. AVS is a routing engine and service offering for validating counterparty information. It directly supports account verification and ownership authentication. Account Validation Service uses routing and account number data to provide an account status for consumer and business accounts, giving you information that an account is valid prior to approving a deposit or accepting a payment. With Account Validation Service, the City can: ● Decrease the likelihood of returned or erroneous payments: Validate account status and account ownership information in real time ● Detect potential fraud risks: Review potentially high-risk changes to payment instructions, received via non- secured channels, such as email or fax ● Increase operational efficiency: Avoid originating payments with erroneous data, reducing the potential for manual exception handling ● Easily comply with the Nacha Web Debit Account Validation rule: Leverage a commercially reasonable validation solution ● Enhance security: No retention of personally identifiable information and no credential sharing required. The Nacha WEB Debit Account Validation Rule became effective March 19, 2021. ACH Originators of WEB debit entries are required to use a “commercially reasonable fraudulent transaction detection system” to screen WEB debits for fraud. This existing screening requirement is being supplemented to make it explicit that “account validation” is part of a “commercially reasonable fraudulent transaction detection system.” The supplemental requirement applies to the first use of an account number or changes to the account number. https://www.nacha.org/rules/supplementing-fraud-detection-standards-web-debits Prenotes J.P. Morgan routinely processes prenotifications or “prenotes”. Because prenotifications are no longer required, it is the originator’s choice as to whether they are necessary. However, J.P. Morgan recommends use of prenotifications if the City has the time to respond to corrections or errors generated by a notification of change on the prenotification and correct the information prior to the first payment. We recommend that prenotifications be originated at least three banking days prior to live-dollar origination, but we can accommodate any timing scenario. The prenotes are charged as standard ACH transactions. Tab K - Payroll Tax Processing | 34 | Tab K - Payroll Tax Processing 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 via file transmission. The City can also pay federal, state and municipal business taxes electronically via the internet or phone using J.P. Morgan’s Tax Payment Service (TPS). Same day ACH processing is offered for state and municipal tax payments via the internet only. Federal tax payments, telephone payments, and file upload payments are not available for same-day ACH processing. 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 J.P. Morgan Access, our browser-based banking portal. Our banking portal 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. Pricing for originating tax payments is the same as other ACH origination charges. ACH origination pricing is provided in Tabs V and W. Tab L - Overnight Sweep | 35 | Tab L - Overnight Sweep 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 integrated off-balance sheet investment solutions as well as our Hybrid DDA solution for excess operating balances not needed to offset bank fees with earnings credit allowance. Hybrid DDA The Hybrid DDA offers a solution similar to the functionality of an overnight sweep service. In the Hybrid DDA solution, balances earn an earnings credit allowance up to a predetermined threshold to offset bank service fees with balances above the threshold earning hard dollar interest. Thus, instead of sweeping to a separate account each night, your excess balance remains in the DDA and earns interest. Additionally, the Hybrid DDA does not have an investment cap like an end-of-day MMF sweep solution. Balances up to a predetermined threshold (“the peg balance”) earn an earnings credit allowance at the proposed earnings credit rate of 3.30%. Funds up to the peg balance are used to offset bank service fees. Balances above the peg balance threshold earn hard dollar interest at a proposed rate of 3.20%. Interest accrues daily and is paid monthly. The below illustrates how the Hybrid DDA works. The peg balance can be changed at any time prior to the next billing cycle (and applied on a go forward basis) to adjust for unplanned changes in service fees (e.g., significant volume changes, service additions/deletions, to compensate for periods in which minimum balance levels fall below the peg balance amount). Sweep to money market fund The automated intraday and end-of-day investment sweep to J.P. Morgan and select third-party money market funds (MMF) helps clients efficiently invest account balances, maintain liquidity and meet investment guidelines. Investment sweep services afford competitive returns while simultaneously providing fluid integration with operating accounts. Our sweep product offering provides visibility of accounts and returns online through J.P. Morgan Access Liquidity Solutions. The City can use J.P. Morgan’s breadth of services, reputation, and financial strength and stability to build upon the efficiency and value of our own cash management operation. Below please see investment details on the sweep offering available to you. Sweep offering Money market funds (MMF) Exposure The specific MMF selected; see prospectus at www.jpmgloballiquidity.com Rating Sweep type End-of-day and intraday Timing • End-of-day: Last transaction of the business banking day • Intraday: One hour prior to fund close Return of funds • End-of-day: The morning of the next business day • Intraday: Only when DDA balance falls below target Interest/ dividends • Dividends accrue daily, paid monthly on a 365-day basis Tab L - Overnight Sweep | 36 | Sweep offering Money market funds (MMF) Restrictions/ comments • U.S. corporations/entities must invest in U.S.-registered funds • End-of-day sweep: Investment cap established based on average stable balance See prospectus for fund details 2. Is the bank’s sweep an end-of-day or intra-day sweep? J.P. Morgan offers both an end-of-day investment sweep and an intra-day 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 view our prospectus at www.jpmgloballiquidity.com 5. What are the costs associated with sweep (monthly maintenance, set-up charges, fund expenses, transaction fees, etc.)? There are no set-up charges associated with the overnight sweep. There could be monthly maintenance charges dependent on the investment sweep option chosen, which is charged through analysis. 6. Provide historical rates on your sweep fund(s) for the past 12 months (July 2022 to June 2023). Please visit the following site and click Products, Performance & Yields and then select the appropriate fund to view current and past rates. https://am.jpmorgan.com/us/en/asset-management/liq/ Tab M - Balance & Detail Reporting | 37 | Tab M - Balance & Detail Reporting 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 online information reporting system including cost of web-based reports. The City may request a demonstration of your online system. With J.P. Morgan Access, the City continues to receive a highly intuitive and easy to use, cash management solution that seamlessly integrates all treasury activities through a secure portal using a single authentication process. Benefits of our approach: Online portal—simple, intuitive and integrated Powerful security Receive protection of privacy and authenticity of users, data and transactions when you access the portal via our sophisticated multi-layer security system Easy to use Use a single sign-on and seamlessly access authorized accounts and functionality with automatic upgrades when users sign on Saves time View critical information at your fingertips on your customized home page—with features and capabilities that are just a few clicks away Alert notifications Set up a variety of customizable business critical alert notifications to save you time and make sure you don’t miss anything Decision support interfaces Manage your data effectively using filtering and export technologies Virtually effortless administration Security administrators use simple and intuitive tools to manage frequent user entitlement changes in real time, and save time with features like cloning entitlements and cloning account and user groups Flexibility Select the services required to support your current business environment and add additional services as your needs evolve Self-service training and education Access a single and consistent location called the Access Help Center for product and service learning options, a guides library, an intuitive online webinar registration tool that allows your staff to participate as needed—plus other tools and resources For more information on our J.P. Morgan Access products and services described in this response, visit https://www.jpmorgan.com/solutions/treasury-payments/access. We would be happy to provide the City with additional demonstrations, upon request. 2. Can reports be custom-tailored for the end-user and downloadable into Excel? Yes, our interactive reporting feature gives you the ability to further customize your transaction report by moving, adding or hiding columns, filtering and sorting on one or multiple columns and then saving your customization as a separate report. Reports can be downloaded in Excel format. Tab M - Balance & Detail Reporting | 38 | 3. Can the City obtain current day (intra day) information? If so, describe the service. Yes. 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 demand depository accounts. 4. What are the computer hardware and software specifications for the bank’s online system? Please see Appendix 7 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. Please refer to Appendix 8 for sample reports. 6. Can the bank provide credit or deposit information by location or identifier number (i.e. by department) as part of these reports? Yes. The City can continue to use unique location IDs (ULID)—if used to identify files by entities/location. J.P. Morgan offers deposit reporting to assist with deposit reconcilement. This provides the City with a listing of all deposits identified by ULID location number, as well as miscellaneous debit/credit deposit adjustments. The details are available via J.P. Morgan Access. The City can create deposit detail reports by ULID location, allowing deposits from multiple locations to be reconciled using a single account. 7. What is the bank's contingency plan for providing this information in the event of unexpected bank systems problems or natural disasters? We have established policies and assigned responsibilities to make sure that appropriate contingency plans are developed and maintained for each business area that supports J.P. Morgan Access. The intent of these contingency plans is to assure the continued operation of critical systems in the event of a disaster, emergency or other unforeseen events threatening interruption of these systems. Your client service associate will remain in constant contact with you in a contingency situation. 8. What other online or Internet based systems are currently available to customers? The four channels of J.P. Morgan Access—Online, Mobile, Insight and File Transmission—are designed to save treasury professionals time by integrating everything you need in one place. J.P. Morgan Access: Keep your business moving forward with one integrated global platform Figure 3 Tab N – Merchant Services and Bankcard Processing | 39 | Tab N – Merchant Services and Bankcard Processing The City currently accepts Visa, MasterCard, and Discover credit card payments via terminal and online for various fees and permits. The terminals are located at various locations throughout the City. We currently use JP Morgan Chase Merchant Services. 1. Please describe your experience providing merchant services for local governments. What differentiates your merchant services? If the services are provided by a vendor other than the responding bank, how long has the relationship been in effect and how is the relationship between the bank and merchant service provider managed? For more than 200 years, J.P. Morgan has been serving as a trusted payments provider to organizations across the world. As one of the best-known and largest payments processors in the industry, strengthened by our multibillion firmwide investment in technology to improve our infrastructure and optimize the efficiency of our global platform, we believe that the performance, security, speed and uptime of our payments lead the industry. Our proprietary infrastructure delivers system availability 24/7, driving our longstanding track record of processing client payments efficiently, reliably and securely. 2. Please provide a detailed description of the entire merchant card process within your institution. If your program is housed through a third party vendor, please explain. Discuss the roles and responsibilities of the bank and vendor, if applicable. J.P. Morgan does not currently use a third party to process and settle transactions. As a merchant acquirer, we maintain direct links to all of the payment brands, as well as several private label credit card organizations. JPMorgan Chase Bank, N.A. is our sponsoring bank and is a full member of both Visa and Mastercard networks. Our processing facilities operate through JPMorgan Chase Bank, N.A.’s specific Bank Identification Number assigned by Visa and Interbank Card Association numbers assigned by Mastercard. Because we have direct links to Visa and Mastercard, we settle transactions directly to the payment brands without any third-party intermediaries. Authorization Process: All transaction data is replicated between our dual hosts in real-time. Cardholder Merchant Front-end Network Payment Brand Issuer Cardholder uses credit/debit card to pay of purchase Merchant transmits authorization request to front-end network Front-end network forwards authorization request to payment brand Payment brand forwards authorization request to issuer Merchant receives authorization responses and completes transaction accordingly Front-end network returns authorization response to merchant Payment brand returns authorization response to front-end network Issuer approves or declines transaction; authorization response returned to payment brand Figure 4 Tab N – Merchant Services and Bankcard Processing | 40 | 3. Provide interchange pass through pricing with a breakdown of all fees, including bank and association charges. Be clear on which rate or fee is being locked for the duration of the contract and which is subject to arbitrary charge (such as network rate and fees). How are the interchange fees determined for each transaction? What are the fees associated with debit card transactions? What does the bank recommend to minimize fees? Please see Tab V – Banking Services Fee Form for J.P. Morgan’s Schedule A Pricing for reference. 4. What type of online reporting services do you provide? For example, (besides the Card Processing Statement), can you provide activity reports in total and by merchant ID location on a daily, monthly or other basis? What sort of detailed information is provided for auditing and reconciling purposes? Our reporting solution provides 24/7/365 access to your payments processing data (e.g., front-end point-of-sale and back-end reconciliation data). Generate, view, print and export a variety of summary, detail and trending reports on a daily, weekly and monthly basis, including financial and transaction and portfolio-based detail, retrievals and chargebacks, and customized analytical summaries. Download data files and select from a broad variety of standard reports to suit your documentation needs, all to help you effectively manage your payments processing data, review deposit activity to improve cash flow, and view and analyze payment data efficiently for cost savings analysis. The Bank Lookup capability allows you to search for card issuing information to assist in research, and the Merchant Search capability helps you find locations within your hierarchy. Tailor the reporting tools and filters per your user preferences that make the most sense for your organization. 5. Describe Payment Card Industry (PCI) data security compliance and liability, and what assistance you can provide to the City with PCI compliance? We support your compliance by facilitating/providing the following: ● Compliance expertise: Our team of payment card industry and information security compliance experts focuses solely on the City’s PCI compliance matters and needs. ● Industry leadership: We represent our clients and the acquiring industry via the PCI SSC and its Board of Advisors, and we have been elected to the Board numerous times since its founding in 2006. We also participate in forums on fraud, threats, vulnerabilities and risk mitigation in the payments industry, including the Financial Services Information Sharing and Analysis Center (FS-ISAC) and the Payment Processor Information Sharing Center (PPISC). ● Client communication: Upon request we are able to conduct conference calls with you that include your client service team, members of our Merchant Compliance team, our product teams, technology providers, payment brands and PCI Council, etc. 6. Describe your chargeback policy, including the bank’s role in this process. How is chargeback information provided to the City, and how quickly? Is it available online? We actively work with you to minimize your total disputes/chargebacks and the effect they have on the City, with our Chargeback Department proactively evaluating disputed charges. If we are unable to remedy the dispute/chargeback, we send it to you with all supporting documentation via the Online Chargeback Management System. As part of our disputes/chargebacks program and process, we: ● Perform dispute/chargeback processing in-house on our proprietary system. We have developed a state-of-the- art database and a decision logic system to electronically receive and interrogate each dispute/chargeback. We are notified electronically that a dispute/chargeback has been initiated against your account prior to receiving the supporting questionnaire or other images. ● Review the dispute/chargeback to make sure it has a valid reason code, is within the required time frames and has all the necessary supporting documentation from the issuing bank. We reverse unnecessary or inappropriate disputes/chargebacks without your staff ever being involved in researching the items. Tab N – Merchant Services and Bankcard Processing | 41 | ● Review disputes/chargebacks for compliance with regulations. Also, we may utilize the pre-compliance dispute/chargeback process if there is a violation of a payment brand rule or regulation for which there is no established dispute/chargeback reason code. In either situation, if the charge is disputed, the cardholder must contact their issuer who then completes documentation such as a questionnaire (Visa) or a Billing Dispute Form (Mastercard) detailing the reason for the dispute. The issuer then credits the cardholder’s account and initiates the dispute/chargeback process. ● Process items within the required time frames to preserve your re-presentment/pre-arbitration rights. Our Transaction History Database, which maintains a six-month complete transaction history by credit card number, enables this sophisticated electronic processing. Information is loaded to our reporting systems next day from when they are received. 7. Besides the traditional credit card acceptance (in person/card swipe), do you support any new platforms such as smartphones, web portals to initiate credit card, debit, and/ or electronic check transactions? Please describe and state additional costs. We sell point-of-sale equipment through our vendor or the City may opt to obtain point-of-sale equipment that is certified to our network from a third-party vendor. Class A terminals that are actively sold, certified and supported by us include: ● Ingenico: Desk 5000 (IP/Ethernet only) and Move 5000 (WiFi/BT/4G only) stand-alone terminals ● External PIN pad: DPP 1500 only for use with the Desk 5000 If your existing terminals need reprogramming, we facilitate that process for you, including preparation of download files, deploying welcome kits (via our deployment vendor), scheduling dates and times for outbound calls to each location to perform equipment download, and training for each location. If you need new equipment, we arrange the programming, and our deployment vendor will send the equipment to you. Once your equipment arrives, our training team calls you to schedule a time to coach your location through setup and training. Our Client Support Center’s Point of Sale Terminal Support is available 24/7/365 for troubleshooting and swap replacements. If requested prior to 12:00 p.m. PT, we will ship swap orders same-day for overnight delivery. We send your equipment fully downloaded and tested, unless you have requested that we send it blank. We have also recently launched our Tap-to-Pay functionality that will allow contactless payments, if your business uses a mobile point of sale. 8. When and how will the City receive funds for each day’s transactions? Discuss clearing time between deposit and posting to the City’s Credit Card account. Is settlement by ACH or Fed Wire? Are settlement amounts listed by merchant ID on the bank statement or will they appear as one lump sum? Funding occurs based on how you configure your company level at setup. You may fund at the company level, or designate one or more business units (BU) under the company level where funds transfer instructions (FTIs) are established. The number of allowed DDAs for funding will depend on the company level structure. Net settlement clients will designate a single DDA, while gross settlement clients may designate up to five DDAs. Net settlement clients are eligible for next business day funding when they settle to a J.P. Morgan DDA. Gross settlement clients may also be eligible for next business day funding when they designate the same J.P. Morgan DDA for all deposit and fee debits. Next business day funding is not available when multiple bank accounts are selected within the funding categories. Deposits can be made by funding category (i.e., deposits, fees, chargebacks, financial adjustments). Each category can be funded separately or netted into one or several separate amounts. Deposits can be made individually by merchant number or can be rolled up by chain. We send these transfers individually, but it is up to each merchant bank’s reporting as to whether or not the individual transfers are separated. Tab N – Merchant Services and Bankcard Processing | 42 | 9. How does your bank support online merchant services? Can you provide secure sites to facilitate online payments? Please describe in detail the level of encryption. Our Hosted Payment Solution offers two variations, Hosted Pay Page and Hosted Pay Form, which are part of our proprietary suite of services. They are designed to help you securely accept online customer payments. Both solutions help you maintain your brand look and feel, reduce PCI scope and provide your customers with a seamless checkout experience. With Hosted Pay Page, your customer’s shopping experience proceeds as it does today. At checkout, Hosted Pay Page redirects your customer to a secure server to enter payment details onto our form, so you do not have to store payment data on your server. We notify you of the successful transaction and, if desired, provide you with a customer profile ID (token) to represent that transaction or customer using our gateway Customer Profile Management service. With Hosted Pay Form, you enable a seamless online payment collection form within an iFrame on your website, helping prevent your customers from experiencing a full-page redirect when they are ready to submit payment. 10. Describe the bank's Bankcard terminal and Point-of-Sale register capabilities. Currently, the bank card terminals are stand- alone from our Eden Cashier Point of Sale Register. In addition to the stand-alone terminals mentioned in Questions 7 and 11, we are also anticipating the launch of our Omnichannel and in-store solution. We look forward to sharing more details about this product as we learn more about the City’s needs. 11. Describe the equipment that the City will need to process bank card transactions. Will the City be purchasing or leasing the terminals? We offer point-of-sale equipment through our vendor or the City may opt to obtain point-of-sale equipment that is certified to our network from a third-party vendor. Class A terminals that are actively sold, certified and supported by us include: ● Ingenico: Desk 5000 (IP/Ethernet only) and Move 5000 (WiFi/BT/4G only) stand-alone terminals ● External PIN pad: DPP 1500 only for use with the Desk 5000 If your existing terminals need reprogramming, we facilitate that process for you, including preparation of download files, deploying welcome kits (via our deployment vendor), scheduling dates and times for outbound calls to each location to perform equipment download, and training for each location. If you need new equipment, we arrange the programming, and our deployment vendor will send the equipment to you. Once your equipment arrives, our training team calls you to schedule a time to coach your location through setup and training. Tab O – Electronic Direct Payment Services | 43 | Tab O – Electronic Direct Payment Services 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? We recommend that the City use: ● J.P. Morgan Access for lower volume transaction files: Our online portal is a fully integrated, browser- based platform that provides easy-to-use applications for all of your information, compliance and portfolio management needs. J.P. Morgan Access uses a common set of intuitive templates for each payment method. For example, the City can easily create beneficiary templates with lockable and editable fields to set up recurring payments. The City can create templates to support a complete menu of ACH transactions, with all template information stored securely with J.P. Morgan. 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 J.P. Morgan Access are retrieved and processed several times each business day for next-day processing (or same-day when applicable). For non-repetitive payments, the City can create free-form ACH payments without the need to establish a stored template. ● The secure file transfer protocol (SFTP) transmission method for large batch origination: Consider originating ACH payments through batch file transmissions, using any one of industry standard Nacha file formats (e.g., ARC, CCD or PPD), the City sends their file to us through a common protocol, such as secure file transfer protocol (SFTP). We offer 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). Our 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. We recommend 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. 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 7 for J.P. Morgan Access 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 related ACH costs. 4. Detail all costs and processes for auto draft (automatic payment deductions). Using the online portal, Prearranged Payment and Deposits (PPD) transactions are executed on pre-existing templates or with those built by you. You can also send PPD files directly to the bank using direct transmission. Please refer to Tab V – Banking Services Fee Form for related costs. Tab P – Lockbox Services | 44 | Tab P – Lockbox Services 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 own and operate our full-service, nationwide lockbox network of processing sites with fully automated wholesale and scannable services. Continue to use our Pasadena site for your processing needs. The City has authorized us to collect, process, deposit and report remittances mailed to unique ZIP codes used exclusively for our lockbox mail. We pick the mail up directly from the post office multiple times during the day, beginning early in the morning. Payments are processed according to the City’s specifications on the same day as they are received. The City receives images of checks and front-side images of remittance documents including invoices and correspondence via Receivables Online. 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. A proprietary, online receivables tool Our Receivables Online browser provides same-day decisioning and an account reconciliation tool to combine advanced image and data capture technology. It delivers all you need in a single, online repository to: ● Access images and information related to payments you receive ● Reference ACH or wire payments you receive, as an option ● Review images in our 10-year archive for all your lockboxes in our network sites using only one client ID Easy navigation, advanced queries, payment alerts and workflow tools give your accounts receivable, credit and customer service staffs the ability to make informed business decisions quickly and without handling paper documents. Tab Q – Conversion Plan | 45 | Tab Q – Conversion Plan 1. Describe the overall plan your financial institution would coordinate to ensure a smooth transition from current provider. As a current client, the City avoids a time-consuming and costly conversion process—and a potential disruption in service—by choosing to retain us as your banking services provider. Your employees can focus their valuable resources on other projects, which ultimately saves you significant work, time and money. Some of the advantages for the City are that accounts and processes do not change. Your previously established client service and implementation teams continue to support you. Because they are already familiar with your accounts and operations, they don’t require the learning curve of a new provider. You don’t need to assemble a transition team or train employees on a new service. Another benefit of renewing the contract with J.P. Morgan is that the City avoids many of the burdensome procedures and costs associated with switching financial service providers. If you decide to add more complex services, we work with the City to implement them. An onboarding specialist, who has end-to-end ownership and accountability for the process, is responsible for communicating regularly with you and coordinating activities. This onboarding specialist makes sure that documentation is validated and linked to your account across the bank. They will contact your designated representative(s) to complete all required documentation and determine specific product instructions. Regular, often weekly, meetings occur to share information and measure progress. The onboarding specialist works with the City to establish timelines for additional phases of service and then coordinates with the appropriate teams across both organizations to complete the setup. For simple requests, or to add incremental services, we apply our proven implementation approach to add products and services in a structured and efficient manner, with minimal disruption to your business. In 2022, 90 percent of our commercial banking clients responding to a post-implementation survey rated their overall experience as very good to exceptional. J.P. Morgan is constantly working to improve the implementation experience by obtaining and addressing client feedback. 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. We continue to 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. Receive the training you need Online resources The Help tab provides you with online help articles, FAQs, guides, videos and a range of live and prerecorded webinar offerings on how to use our products and services Webinar training Learn about each of our products in the J.P. Morgan Access family—each webinar lasts between 15 to 90 minutes and registration is available via the Help page Phone training Schedule a one-on-one session conducted over the phone to meet your needs by contacting Client Access Training at (866) 619-3055, Monday through Friday, 4:30 a.m. until 4:00 p.m. PT 3. Provide a time line schedule and applicable charges for the conversion plan. The table below provides the average implementation time for setup of the requested services. Time is measured from receipt of completed documentation. Tab Q – Conversion Plan | 46 | Implementation time averages, resources and critical success factors Service Expected lead time (1) Resources Critical factors • ACH direct send • File transmission connectivity for prior and/or current-day BAI2 transmission • Positive pay transmission 4-6 weeks • Bank onboarding specialist • Bank technical IPM • Bank connectivity • City IT • City connectivity • Confirm setup requirements • User acceptance testing setup • Successful file and connectivity testing • User acceptance testing sign-off • Partner key exchange • Successful production verification test (1) The expected lead times are estimates for standard product setups. Actual lead-time varies according to complexity of business requirements. Complex and/or large implementations may take longer than described above. Our virtual card implementation process is focused on integrating our solution with the City’s existing financial systems and your current purchasing and payment processes. The following is a high-level project plan for the critical activities and milestones for the proposed solution. Project Plan Figure 5 Please note that the campaign management and supplier recruitment process runs concurrently with implementation. It typically takes approximately 12 weeks to complete (including preparation and campaign time), but may be shorter or longer based on your number of suppliers to contact and on your level of engagement. Throughout the course of implementation, product implementation specialist and other service team members conduct regular project status and progress review updates including: ● Weekly implementation status calls with the J.P. Morgan implementation team to review overall status and cover key action items and outstanding issues for both technical and business teams ● Weekly recruitment reports to summarize and detail progress of the J.P. Morgan supplier recruitment campaign Tab R – Security of On Line Data | 47 | Tab R – Security of On Line Data All of the following must be addressed: 1. Describe the structure of your On Line Security/Fraud Division. The Firm's Cybersecurity & Technology Controls (CTC) organization is led by the firm’s Chief Information Security Officer (CISO) and Chief Technology Controls Officer. The Leadership team is designed to promote the key security and controls agenda with a business mindset—making it easy for colleagues across the firm to adopt and integrate appropriate controls, delivering solutions efficiently and consistently while avoiding redundancies, and shifting left in the business life cycle by automating controls and leveraging strategic Global Technology platforms. In partnership with the firm’s lines of business, the Global CTC organization identifies information security risk issues and champions programs for the technological protection of JPMorgan Chase’s information resources including applications, infrastructure as well as confidential and private information related to the Firm’s customers, clients and employees. CTC governs the creation and approval of all Technology Control and Cybersecurity Policies, standards, and procedures. Each element has an “owner” who, with a cross-firm group of subject-matter experts, reviews and proposes new and changed control objectives. Changes are reviewed and approved by senior management. All firm Cybersecurity & Technology Control policies and standards must be reviewed and updated or recertified on a regular basis. Cybersecurity Operations is a combined Operations and Intelligence organization. The team is fully dedicated to identifying and minimizing cyber-related threats and incident response, while remaining compliant with the firm’s information security requirements. The team provides a follow-the-sun coverage with seamless integration across the New York, London, and Singapore locations. This operating model allows us to ensure scalability and continuity of staff through appropriate capacity planning initiatives. 2. How many staff are employed in this division? This information is proprietary and confidential and cannot be shared outside of the firm. 3. What is the length of employment of these personnel? This information is proprietary and confidential and cannot be shared outside of the firm. 4. How much depth is there in the event of staff vacancy? Our staffing philosophy is designed to make certain of adequate coverage in the event of unexpected vacancies. 5. What screening has been done for these personnel? All J.P. Morgan employees, as well as contingent workers and certain designated third party supplier personnel assigned to perform or engage in services on J.P. Morgan’s behalf, have successfully passed the screening standards set by the firm under applicable law. These checks can include credit, criminal, adverse media, global sanctions, directorship, education and employment history checks where legally permissible. The firm also conducts annual rescreening initiatives on specific roles due to risk exposure or as required by the regulators. Finally, as a term of employment or assignment, each J.P. Morgan employee and contingent worker must annually certify adherence to the firm's Code of Conduct which among other requirements contains an affirmative obligation for the individual to notify the firm of any criminal convictions or offences that have occurred. Tab R – Security of On Line Data | 48 | 6. What type of training are they required to attend? Firm training programs provide an array of courses and customized programs to meet the educational needs of staff. These programs help orient new staff to their job functions, develop core competencies and train supervisors and managers. The firm has a dedicated technical training function, and courses are continually updated to reflect market and/or industry changes. At the time of hiring, each employee is required to affirm an understanding of the Code of Conduct and to agree to comply with the Code of Conduct. Periodically, all employees receive training and are asked to reaffirm their understanding and compliance with the Code of Conduct. In addition, subject matter expert contact lists are provided to answer specific questions or concerns. In addition to multiple course offerings, delivery methods include an e-learning (Web-based and Webcast) capability. The following list identifies some of the course offerings: ● New hire training, commonly known as induction training ● Introduction to CIB Product Series ● Legal, regulatory and risk training across multiple shareholder bases, fund types, markets and industries (e.g., risk awareness training) ● In certain locations, employees are required to be certified (e.g., validate business/technical competency) or complete certain courses to comply with regulatory requirements. In addition to curriculum, staff may attend management development, product management, systems, banking and financial courses. Each employee's performance is reviewed at least annually through a performance appraisal process. The process is designed to assess each employee's performance results and development activities in comparison to mutually agreed objectives and plans. Evaluations are documented and maintained. 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. External audits such as SOC/SSAE 16/ ISAE 3402 reviews are conducted where appropriate. JPMorgan Chase's intelligence information includes data from internal data sources, government sources, industry peers, industry partnerships, open source intelligence, and threat intelligence vendors. JPMorgan Chase Cybersecurity Intelligence Group (CIG) collects, analyzes, enriches, and disseminates intelligence related to external threats to the firm, as well as threats to the firm’s products, services, and corporate brands. Intelligence is used to understand and manage business risk, inform strategic business decisions, turn unknown threats into known and mitigated threats, and improve the overall effectiveness of JPMorgan Chase’s cyber defenses. Tab S – Service Enhancements | 49 | Tab S – Service Enhancements 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. Being one of the world’s largest and most trusted full-service providers, J.P. Morgan stands ready to help the City optimize efficiency, resolve cash flow challenges, and streamline processes of your critical treasury management functions. The services below are proposed to augment and complement the requirements included in the RFP. Each of these services is incremental to the solutions presented in the body of our response. Pricing for these services will be provided upon request. ● Account Validation Service(AVS) allows you to originate payments with confidence, combatting fraudsters and reducing risk. Additionally, AVS enables proactive validation of accounts and does not rely upon a single data provider, offers a waterfall approach, which allows querying across multiple data providers, expanding reach, queries J.P. Morgan proprietary data—both credit and debit ACH transactions and offers a complete solution set to meet your account validation requirements and to satisfy compliance requirements with the Nacha WEB Debit rule. J.P. Morgan recently has been designated by the United States Treasury Department to provide account validation services for federal government agencies. The first enterprise partnership of its kind and a testament to J.P. Morgan’s commitment to payment integrity and the reduction of improper payments. ● Virtual card: We offer a single-use, electronic, credit card-based payment method to help the City more efficiently manage payments, reduce costs and transform traditional areas of expense into potential revenue generators. Gain the flexibility, float and rebate of a purchasing card coupled with powerful payment controls, anti-fraud and reconciliation features of virtual cards. Virtual cards equal to the approved payment amount. There is just one account per payment to help make sure the merchant only has access to approved funds for a specific payment. Virtual card reconciliation is based on matching four key elements of purchase payments to transactions: account number, validity dates, dollar value and merchant category code (MCC). When these items match, reconciliation occurs automatically, and you gain further efficiencies by integrating into your ERP system. ● Transmission of ACH files: Originate larger-volume files by using secure file transfer protocol (SFTP) transmission for batch files. We offer 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). Our 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. ● Consider use of eLockbox to streamline your receivables posting process by consolidating paper electronic bill payments received from multiple sources into a single electronic deposit. Tab T – Business Continuity Plan | 50 | Tab T – Business Continuity Plan The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. Please see Appendix 9 for additional information about JPMorgan Chase’s Firmwide Business Resiliency Program. 1. Describe in detail, the bank’s compliance with state and federal regulations pertaining to this area. J.P. Morgan is a global firm which has based its corporate resiliency policy on a variety of regulatory requirements that exist across various countries. The firm has developed a number of internal firm-wide standards. These meet or exceed relevant professional standards (e.g., ISO 22301, 22313, 22317) and industry good practice, rather than seek certification against any specific standard. There are currently over 100 global business continuity regulatory policies, guidelines, controls, etc. taken into account. 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 recovery time objective of the business function as established by the business impact analysis. 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 time frame. Exercises can include: Notification Testing (i.e., Call Trees): Notification testing must occur every six months to ensure the accuracy and completeness of call tree and/or automated notification information contained in resiliency plans and the global enterprise notification tool. Walkthrough of Resiliency Plans: An exercise that validates that the resiliency plan incorporates all critical processes and resources and identifies gaps or other weaknesses requiring remediation. A walkthrough familiarizes key recovery personnel with the plan and their role in its execution. Simulation Testing: A simulation exercise is an interactive session where participants are presented with a hypothetical disruption, must react to one or more impacts and make critical decisions. The test is structured, and success criteria are established around corporate defined testing elements. Physical Testing: Physical tests are used to validate a resiliency plan’s ability to recover business units and processes, within the established recovery time objective and without dependency on the primary site, by following the resiliency plan. Physical testing of a business resiliency plan would typically (dependent on recovery strategy) require recovery staff to work from an alternate location or, for work transfer strategies, work to be performed by alternate staff from another location. The test is structured, and success criteria are established around corporate defined testing elements. 3. Describe operational diversification and geographic dispersal of service centers. All recovery sites are in a separate zone from the production location they support. J.P. Morgan’s corporate policies use the zone designation to measure and depict local diversification of infrastructure and access. A series of criteria (such as, utility sources, telecommunication feeds, transportation, etc.) is used to determine whether two or more facilities have the potential to be impacted by the same localized incident. An analysis to determine zone designation is performed by our Global Real Estate, Global Security and Global Technology Infrastructure business units with input from Global Business Resiliency. Tab V - Banking Services Fee Form | 55 | 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 June 2023. 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 June 2023 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 June 2023. In addition to submitting a hard copy of this form with the proposal responses, this form must also be submitted in Excel format. It is to be returned with the proposal package. Acknowledged. A customized pricing pro forma and our completed Banking Services Fee Form reflecting our offered banking services as well as pricing for our merchant services offering in Schedule A are provided on the following pages including any one-time or set up charges, research fees and all other fees that may be charged.* We have also provided the Banking Services Fee Form in Excel format per the City’s request. *A portion of this material related to the AFP Service CodesTM is copyrighted by the Association for Financial Professionals and has been reprinted with permission. ● Pricing pro forma ● Banking Services Fee Form ● Schedule A for merchant services Pricing quoted herein is valid for 180 days from the date of this presentation Pro Forma Analysis October 2023 Prepared for: City of South San Francisco ECR Rate: 3.3000% AFP Number of Units Unit Price Charge For Service ACCOUNT SERVICES 1005 - ACCOUNT MAINTENANCE 010000 5 $5.0000 $25.00 1010 - STATEMENT CYCLES 010307 5 $0.0000 $0.00 1304 - ARP PAID ITEM RETURN CREDIT 010101 2 $0.0000 $0.00 3499 - POST NO CHECKS MAINTENANCE 1500ZZ 3 $0.0000 $0.00 7640 - CREDIT POSTED- ELECTRONIC 010101 397 $0.1000 $39.70 7641 - DEBIT POSTED - ELECTRONIC 010100 130 $0.1000 $13.00 7856 - ADT CASH CNTRN MAINT MASTER 010020 1 $25.0000 $25.00 7857 - ADT CASH CNTRN MAINT SUB 010021 4 $10.0000 $40.00 8007 - VIRTUAL REFERENCE MAINTENANCE 010040 100 $1.0000 $100.00 8008 - VIRTUAL REFERENCE TRANSLATION 359999 2 $0.0000 $0.00 AUTOMATED CLEARING HOUSE 2237 - TRANS REVIEW MAINTENANCE 250000 3 $6.0000 $18.00 2716 - CREDIT RECEIVED 250201 292 $0.1000 $29.20 2717 - DEBIT RECEIVED 250200 40 $0.1000 $4.00 2720 - RETURN ITEM 250302 1 $3.0000 $3.00 2722 - NOTIFICATION OF CHANGE 251070 1 $4.0000 $4.00 2742 - CREDIT ORIGINATED - JPM ACCESS 250101 1,863 $0.0800 $149.04 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 8 $0.0800 $0.64 2746 - JPM ACCESS ACH MAINTENANCE 250000 5 $20.0000 $100.00 2796 - ADDENDA RECORD ORIGINATED 250120 8 $0.0300 $0.24 2809 - NOTIF OF CHANGE - EMAIL 251070 1 $1.7500 $1.75 2810 - RETURN NOTIFICATION - EMAIL 250400 1 $1.5000 $1.50 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 100220 48 $0.1500 $7.20 513 - CHECK DEPOSITED-TRANSIT 100224 336 $0.2000 $67.20 541 - REMOTE DEPOSIT CAPTURE ITEM 101310 174 $0.1500 $26.10 548 - REMOTE DEPOSIT CAPTURE MAINT 101300 1 $25.0000 $25.00 749 - CQD DEPOSITORY CREDIT 101310 19 $0.0000 $0.00 1400 - CREDITS POSTED 010101 72 $1.0000 $72.00 1435 - RETURN ITEM 100400 1 $1.5000 $1.50 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 150501 0 $0.0000 $0.00 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150412 15 $2.0000 $30.00 2370 - CHECK / DEBIT POSTED 010100 711 $0.0700 $49.77 3495 - IMAGE STORAGE PER ITEM 151351 711 $0.0200 $14.22 6618 - CHECK INQUIRY MAINTENANCE 150400 2 $7.5000 $15.00 6620 - RECON REPORT / STATEMENT MAINT 200306 2 $0.0000 $0.00 6625 - EXCEPTION NOTIFICATION - ACCT 150030 2 $5.0000 $10.00 6639 - STOP PAYMENT - ELECTRONIC 150410 11 $8.0000 $88.00 INT REC & PAY - REPORT 6179 - RECEIVABLES MAINT - ONLINE 050005 2 $100.0000 $200.00 6187 - LONG TERM STORAGE - CHECK 050620 281 $0.0300 $8.43 6188 - LONG TERM STORAGE - DOCUMENT 050620 893 $0.0600 $53.58 6844 - RECEIVABLES PRESENTMENT MAINT 409999 1 $30.0000 $30.00 JPMORGAN ACCESS 6040 - MONTHLY SERVICE 401000 1 $50.0000 $50.00 6041 - ACCOUNTS REPORTED 40044Z 5 $15.0000 $75.00 6044 - TRANSACTIONS REPORTED - 90 DAY 40066Z 1,307 $0.1000 $130.70 6053 - EXTENDED TRANSACTION DETAIL 40066Z 3,932 $0.0000 $0.00 8232 - REPORTING EMAIL DELIVERY 40044Z 60 $0.8333 $50.00 LIQUIDITY SERVICES 7849 - INVESTMENT SWEEP - MAINT 450020 1 $0.0000 $0.00 OTHER CHARGES AND CREDITS 8810 - RESEARCH ADJUSTMENT DEBIT 999999 2 $0.0000 $0.00 OTHER PRODUCT SERVICES 7950 - AVS ACCOUNT VERIFICATION 250101 2 $0.1500 $0.30 7951 - AVS ACCOUNT AUTHENTICATION 250101 2 $0.1500 $0.30 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 200110 711 $0.0500 $35.55 3207 - FULL RECONCILEMENT - MAINT 200010 2 $40.0000 $80.00 3228 - PAYEE NAME VERIFICATION 150122 711 $0.0200 $14.22 Service Analysis* Service Description 3262 - POSITIVE PAY MAINTENANCE 150030 2 $0.0000 $0.00 3263 - EXCEPTION ITEM 150300 11 $1.0000 $11.00 3272 - CHECK EXCEPTION RETURN 150320 1 $10.0000 $10.00 3291 - OUTPUT FILE 200301 2 $7.0000 $14.00 3386 - IMAGE CAPTURE PER ITEM 151351 711 $0.0250 $17.78 VAULT SERVICES 1310 - VAULT DEPOSIT 100100 56 $1.5000 $84.00 1459 - VAULT DEPOSIT PER $1,000 10011Z 29 $3.7969 $110.11 1471 - VAULT NOTES DEPOSITED 100118 2,403 $0.0000 $0.00 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 1 $7.5000 $7.50 1525 - VAULT DEPOSIT STD COIN BAG 100113 35 $2.0000 $70.00 1617 - VAULT DEPOSIT ADJUSTMENT 100501 1 $5.0000 $5.00 WHOLESALE LOCKBOX 6101 - LOCKBOX - MAINT 050001 1 $150.0000 $150.00 6115 - NO CHECK ITEM 05011M 182 $0.5000 $91.00 6116 - CHECK CLEARING 10021Z 107 $0.1000 $10.70 6121 - WNLB CREDIT CARD AUTHORIZATION 05013A 22 $2.0000 $44.00 6126 - CHECK MICR CAPTURE 050121 107 $0.0250 $2.68 6140 - DOCUMENT IMAGE CAPTURE 05011R 893 $0.1000 $89.30 6245 - DEPOSIT PREPARATION 050301 21 $2.0000 $42.00 6744 - WHOLESALE ITEM - HC 050100 107 $0.5000 $53.50 WIRE - U.S. 5822 - ELECTRONIC BOOK DEBIT S/T 350120 1 $4.0000 $4.00 5824 - ELECTRONIC FED DEBIT S/T 350100 8 $4.0000 $32.00 5883 - FED TRANSFER FEE 350531 5 $0.0000 $0.00 5886 - BOOK CREDIT 350320 4 $3.0000 $12.00 5887 - FED CREDIT S/T 350300 2 $4.0000 $8.00 5888 - FED CREDIT REPAIR 350330 0 $5.0000 $0.00 6408 - ADVICE - NOT CHARGE 359999 9 $0.0000 $0.00 Total Charge for Services $2,556.71 * Volumes and Balances on this Pro Forma are based upon June 2023's analysis statement provided in the RFP. Volumes and balances may fluctuate depending on certain months of activity, which will result in different charges than are specified above. Account Service Monthly Fee Deposit Compensation - Tab E Account Services: ACCOUNT MAINTENANCE $25.00 STATEMENT CYCLES $0.00 ARP PAID ITEM RETURN CREDIT $0.00 POST NO CHECKS MAINTENANCE $0.00 CREDIT POSTED- ELECTRONIC $39.70 DEBIT POSTED - ELECTRONIC $13.00 ADT CASH CNTRN MAINT MASTER $25.00 ADT CASH CNTRN MAINT SUB $40.00 VIRTUAL REFERENCE MAINTENANCE $100.00 VIRTUAL REFERENCE TRANSLATION $0.00 RESEARCH ADJUSTMENT DEBIT $0.00 ACH, Wire and Other Transfers - Tab F TRANS REVIEW MAINTENANCE $18.00 CREDIT RECEIVED $29.20 DEBIT RECEIVED $4.00 RETURN ITEM $3.00 NOTIFICATION OF CHANGE $4.00 CREDIT ORIGINATED - JPM ACCESS $149.04 DEBIT ORIGINATED - JPM ACCESS $0.64 JPM ACCESS ACH MAINTENANCE (Online service) $100.00 ADDENDA RECORD ORIGINATED $0.24 NOTIF OF CHANGE - EMAIL $1.75 RETURN NOTIFICATION - EMAIL $1.50 ELECTRONIC BOOK DEBIT S/T $4.00 ELECTRONIC FED DEBIT S/T $32.00 FED TRANSFER FEE $0.00 BOOK CREDIT $12.00 FED CREDIT S/T $8.00 FED CREDIT REPAIR $0.00 ADVICE - NOT CHARGE $0.00 Deposit Transmittal Process - Tab G VAULT DEPOSIT $84.00 VAULT DEPOSIT PER $1,000 $110.11 VAULT NOTES DEPOSITED $0.00 VAULT DEP PARTIAL OR MIXED BAG $7.50 VAULT DEPOSIT STD COIN BAG $70.00 VAULT DEPOSIT ADJUSTMENT $5.00 CHECK DEPOSITED-ON US $7.20 CHECK DEPOSITED-TRANSIT $67.20 REMOTE DEPOSIT CAPTURE ITEM $26.10 REMOTE DEPOSIT CAPTURE MAINT $25.00 CQD DEPOSITORY CREDIT $0.00 CREDITS POSTED $72.00 RETURN ITEM $1.50 Account Reconcilement - Tab H CHECK CASHING NON-ACCT HOLDER $0.00 STOP PAYMENT AUTOMATIC RENEWAL 30.00 CHECK / DEBIT POSTED 49.77 IMAGE STORAGE PER ITEM 14.22 CHECK INQUIRY MAINTENANCE 15.00 RECON REPORT / STATEMENT MAINT $0.00 EXCEPTION NOTIFICATION - ACCT 10.00 STOP PAYMENT - ELECTRONIC 88.00 FULL RECONCILEMENT - PER ITEM 35.55 FULL RECONCILEMENT - MAINT 80.00 PAYEE NAME VERIFICATION 14.22 POSITIVE PAY MAINTENANCE $0.00 EXCEPTION ITEM 11.00 CHECK EXCEPTION RETURN 10.00 OUTPUT FILE 14.00 IMAGE CAPTURE PER ITEM 17.78 Direct Deposit Relationship - Tab I ELECTRONIC FED DEBIT S/T (fee listed above under Tab F) City of South San Francisco - Banking Services Fee Form Use attached June 2023 data from the Deposit, Disbursement, Payroll, Credit Cards, and Lockbox accounts for the fee calculation. Direct Deposit of Payroll and Payroll Tax Processing - Tab J and K JPM ACCESS ACH MAINTENANCE (fee listed above under Tab F) CREDIT ORIGINATED (fee listed above under Tab F) Overnight Sweep - Tab L INVESTMENT SWEEP - MAINT $0.00 Balance and Detail Reporting - Tab M MONTHLY SERVICE $50.00 ACCOUNTS REPORTED $75.00 TRANSACTIONS REPORTED - 90 DAY $130.70 EXTENDED TRANSACTION DETAIL $0.00 REPORTING EMAIL DELIVERY 50.00 RECEIVABLES MAINT - ONLINE $200.00 LONG TERM STORAGE - CHECK $8.43 LONG TERM STORAGE - DOCUMENT $53.58 RECEIVABLES PRESENTMENT MAINT $30.00 Merchant Services and Bankcard Processing - Tab N Please see Merchant Service Processing Proposal provided as Tab N Electronic Direct Payment Services - Tab O JPM ACCESS ACH MAINTENANCE (fee listed above under Tab F) CREDIT ORIGINATED (fee listed above under Tab F) Lockbox Services - Tab P LOCKBOX - MAINT $150.00 NO CHECK ITEM $91.00 CHECK CLEARING $10.70 WNLB CREDIT CARD AUTHORIZATION $44.00 CHECK MICR CAPTURE $2.68 DOCUMENT IMAGE CAPTURE $89.30 DEPOSIT PREPARATION $42.00 WHOLESALE ITEM - HC $53.50 Conversion Plan - Tab Q N/A Service Enhancements – Tab S AVS ACCOUNT VERIFICATION $0.30 AVS ACCOUNT AUTHENTICATION $0.30 Account Service Monthly Fee Total Fees (monthly):$2,556.71 Balance earnings (monthly):$23,068.48 Total MONTHLY charges for bank services (difference of two items above):$0.00 Please also see our attached "Proforma Analysis" for a full estimate of costs for services rendered according to June 2023 data. City of South San Francisco - Banking Services Fee Form Use attached June 2023 data from the Deposit, Disbursement, Payroll, Credit Cards, and Lockbox accounts for the fee calculation. Tab W - Standard Bank Fee Schedule for Government/Corporate Client | 64 | Tab W - Standard Bank Fee Schedule for Government/Corporate Client Submit with proposal responses. A customized pricing pro forma and our completed Banking Services Fee Form reflecting our offered banking services as well as pricing for our merchant services offering in Schedule A are provided in Tab V including any one-time or set up charges, research fees and all other fees that may be charged.* We have also provided the Banking Services Fee Form in Excel format per the City’s request. *A portion of this material related to the AFP Service CodesTM is copyrighted by the Association for Financial Professionals and has been reprinted with permission. ● Pricing pro forma ● Banking Services Fee Form ● Schedule A for merchant services Tab X - Submit with proposal responses: | 65 | Tab X - Submit with proposal responses: 1) Sample Account Analysis Statement and User’s Guide Please see Appendix 10 for a sample account analysis statement and account analysis user guide. 2) Sample Account Reconcilement Reports Please see Appendix 11 for sample reconciliation reports. 3) Account Statements and Positive Pay Report Please see Appendix 12 for a sample DDA statement. Please see Appendix 13 for sample positive pay reports. Tab Y - Relevant Contract, Cash Management Agreements and Statements | 66 | Tab Y - Relevant Contract, Cash Management Agreements and Statements Submit with proposal responses. 1) Sample Banking Services Contract 2) Sample Funds Transfer Agreement J.P. Morgan has received the Request for Proposal for Banking and Merchant Services (the “Solicitation”), issued by the City of South San Francisco (“Issuer”) and is submitting its proposal or requested information in response (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. Accordingly, our submission of a response should not be construed as and does not constitute any express or inferred acceptance of the certifications and/or issuer terms. 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 Account Terms, Addendum to Account Terms, United States of America, Consolidated Service Terms, and any other documents that may be required by us from time to time to provide products or services to you (“Account and Service Terms”). The current Account and Service Terms applicable to the services and types of accounts that are the subject of the Solicitation are included in the links and appendices below. 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 the 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: ● the provision of unlimited indemnities; ● conveyance of intellectual property rights; ● acceptance of liability except to the extent caused by our breach of contract, negligence, or willful misconduct; ● acceptance of consequential, incidental, or special damages; ● liquidated damages; ● 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 Tab Y - Relevant Contract, Cash Management Agreements and Statements | 67 | ● 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 and/or Issuer’s Standard Terms 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 Response 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. Global Account Terms and the Consolidated Service Agreements The City has already executed J.P. Morgan documentation for the accounts and services proposed in this response to the City’s RFP. Additional account opening documents or service terms may be required from the City for new accounts or services. 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 that these documents may be modified by the bank from time to time. 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. ● Sample account opening documents: https://www.chase.com/content/dam/chase-ux/documents/commercial-banking/us-account-opening- package.pdf ● Sample product and service terms and agreements: https://www.chase.com/content/dam/chase-ux/documents/commercial-banking/consolidated-service-terms- commercial-bank.pdf ● Sample Merchant Services agreement Please see Appendix 14. 3) Sample Merchant Services Statement Please see Appendix 15 for sample Merchant Services statement. 4) Samples – Other as necessary Not applicable. EXHIBIT B COMPENSATION SCHEDULE [See Attached final fee schedule for banking services; exclusive of Merchant Processing Services] EXHIBIT C INSURANCE CERTIFICATES Tab U – Proposer’s Insurance Certificates | 51 | Tab U – Proposer’s Insurance Certificates Provide a list of insurance carried and scope of coverage, limits, and deductibles. Provide insurance carrier and its A.M Best rating, or if self-insured. The selected financial institution must, within (20) working days of award of contract, provide and maintain in force at all times during the term of the services contemplated, Certificates of Insurance providing coverage as specified herein for Workers’ Compensation, Commercial General Liability, Automotive Liability, and Error and Omissions Liability or Professional Liability in amounts consistent with the services provided and as determined jointly by the City and the Bank. Such policies shall be issued by companies admitted in the State of California. Please see the certificates provided on the following pages as evidence of coverage. 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 2 6 2 6 1 2 2 0 1 4 3 1 3 1 0 0 7 4 7 5 1 4 7 3 7 3 0 3 5 5 5 1 0 7 2 6 1 4 1 1 0 2 0 6 3 1 1 1 3 0 7 0 6 3 1 1 1 7 6 3 3 2 1 0 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 1 5 1 1 1 2 5 7 3 7 4 3 3 0 7 0 3 3 2 2 7 3 4 2 0 7 3 1 1 0 0 7 1 2 2 2 3 7 3 5 2 0 7 2 0 1 1 0 7 0 2 2 3 3 6 2 4 3 0 7 3 1 0 0 0 7 0 2 3 3 3 7 2 4 2 0 6 3 0 1 0 0 7 1 2 3 3 2 6 2 5 2 1 7 3 1 0 0 0 7 0 3 3 3 2 6 2 5 2 0 6 2 0 1 1 0 7 1 3 3 3 2 7 2 4 3 1 7 2 0 1 0 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 9 9 7 3 5 9 4 1 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/01/2023 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 19445National Union Fire Ins Co of PittsburghINSURER A: 19399AIU Insurance CompanyINSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):800-363-0105 CONTACTNAME: JPMorgan Chase & Co. and subsidiary, affiliated, and associated companies therof 480 Washington Blvd, Floor 10 MAIL CODE- NY1-F014 Jersey City NJ 07310-1616 USA COVERAGES CERTIFICATE NUMBER:570099735941 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)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $1,000,000 Excluded $5,000,000 $50,000,000 $2,000,000 Blanket Contractual Liability Host Liquor Liability Included A 06/01/2023 06/01/20249911766 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) $5,000,000A06/01/2023 06/01/2024 All Other States SIR applies per policy terms & conditions 728-11-90A 06/01/2023 06/01/2024 MA A 06/01/2023 06/01/2024728-11-91 VA COMBINED SINGLE LIMIT (Ea accident) 728-11-89 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 $10,000 06/01/2023UMBRELLA LIABA 06/01/2024BE34543619 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ER PER STATUTEB06/01/2023 06/01/2024 All Other States SIR applies per policy terms & conditions B 06/01/2023 06/01/2024 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WC015824990 MN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC015824987 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 and Junior Achievement of Central Indiana, Junior Achievement USA and the State of Indiana and the Indiana State Fair Commission 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 thereof 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. AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570099735941 570099735941 Aon Risk Services Northeast, Inc. 10243827 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # JPMorgan Chase & Co. TYPE OF INSURANCE POLICY NUMBER LIMITS WORKERS COMPENSATION B WC015824988 06/01/2023 06/01/2024 B WC015824991 06/01/2023 06/01/2024 B WC015824989 06/01/2023 06/01/2024 B WC015824992 06/01/2023 06/01/2024 CA AZ IL NJ TX WI NY 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) SIR applies per policy terms & conditions SIR applies per policy terms & conditions SIR applies per policy terms & conditions SIR applies per policy terms & conditions ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT D FORM 590 Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 1 of 14 U.S. SELECT MERCHANT PROCESSING AGREEMENT THIS U.S. SELECT MERCHANT PROCESSING AGREEMENT (the “Agreement”) is entered into by and between JPMorgan Chase Bank, N.A., a national banking association (“Chase”), Paymentech, LLC, a Delaware limited liability company also known as Chase Merchant Services, (“CMS”), and _____________________________________________ (“Merchant”). WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the Merchant’s Transactions; and WHEREAS, Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered by Merchant; ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, CMS, Chase and Merchant agree to the following terms and conditions intending to be legally bound: 1. General Services. 1.1 Services; Technical Discovery Process. CMS agrees to provide authorization, conveyance, settlement and related services with respect to Merchant’s Transactions, together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the “Services”). Except as otherwise agreed in writing between the parties, this Agreement shall apply only to Merchant’s Transactions originating in the U.S. The parties acknowledge that the pricing set forth in this Agreement, and CMS’ ability to provide the Services set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant’s specific technical implementation requirements. In the event that such process reveals any significant costs , expenses, development requirements or technical obstacles not currently known to CMS and which materially impact CMS’ ability to implement and provide the Services for Merchant (or the cost to CMS of doing so), the parties agree to discuss such issues in good faith in an attempt to resolve such issues; provided, however, that in the event that such matters cannot be resolved in a manner satisfactory to the parties, either party shall be entitled to terminate the Agreement with no further obligation hereunder. 1.2 Exclusivity. CMS shall be Merchant’s exclusive provider of the Services with respect to those methods of payment supported by CMS, and accepted by Merchant. Without limiting the generality of the foregoing, Merchant agrees that it will send to CMS exclusively (and not to any other merchant acquirer) all of its Transactions involving Eligible Chase Cards for processing as Chase Transactions under this Agreement. 1.3 Compliance with Applicable Laws and Card Network Rules. CMS and Merchant agree to perform their respective obligations under this Agreement in compliance with all applicable Card Network Rules and in compliance with all applicable federal, state and local laws and regulations. Merchant shall not, through act or omission, cause CMS or Chase to violate any Card Network Rules. Merchant shall not submit any Transaction that it knows to be illegal. Merchant acknowledges receipt of the ChaseNet Rules and agrees to abide by the ChaseNet Rules with respect to all Chase Transactions. CMS reserves the right to temporarily suspend funding or refuse to process any Transaction if CMS reasonably suspects that it was prepared in violation of any provision of this Agreement, applicable law, or the Card Network Rules. Merchant agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Card Networks on Merchant, Chase or CMS as a result of Merchant’s actions, omissions, Transactions or Chargebacks, including without limitation, Merchant’s failure to comply with the Card Network Rules, ChaseNet Rules, this Agreement or Security Standards (the “Card Network Liabilities”). CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of which it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and cooperate with Merchant, and reasonably advocate on Merchant’s behalf, in connection with such contest or appeal, provided, however, that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 2 of 14 2. Authorization and Settlement. 2.1 Submission of Data. Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS’ standard protocols, specifications, formats and procedures for the creation and transmission of data to CMS. CMS shall not be liable or responsible for (i) the authenticity, or accuracy, of transaction data received from Merchant, or (ii) the corruption, loss, alteration, theft, or destruction of Transactions or Transaction data, during transmission of such data to CMS (by Merchant or its Service Provider), and CMS shall be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations hereunder. 2.2 Authorizations. Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to process any Transaction presented by Merchant unless it includes a proper authorization . Merchant acknowledges that authorization of a Transaction does not constitute a representation from CMS, a Card Network, or a card-issuing bank that a particular Transaction is in fact valid or undisputed. 2.3 Merchant’s Settlement Account. Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this Agreement (collectively referred to as “Settlement Account”). Merchant authorizes CMS or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account designated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reas onably become due from Merchant under this Agreement have been paid in full. During the term of this Agreement, and for one hundred eighty (180) days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of amounts due under this Agreement, Merchant shall not close or revoke its consent to debit its Settlement Account without giving CMS at least ten (10) business days’ prior written notice and designating another Settlement Account. Merchant shall be liable for all fees, costs, and overdrafts associated with the Settlement Account. 2.4 Transfer of Settlement Funds. CMS shall submit Merchant’s Transactions to the applicable Card Network (or, with respect to Transactions involving Eligible Chase Cards, to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase Transactions). Promptly after CMS receives funds for Merchant’s Transactions from the applicable Card Network, CMS will fund the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day’s transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Card Networks or Merchant’s bank. The funds payable to Merchant in this Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; (c) any required Reser ve Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any Affiliate of CMS, whether or not Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate. Merchant agrees that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In the event CMS does not deduct any such amounts from Merchant’s proceeds when such amounts first become due and payable, CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement. With respect to certain Card Networks, CMS does not offer settlement of funds, and instead conveys Transactions to the Card Networ k on Merchant’s behalf for settlement directly by the Card Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of Transactions, which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such Card Network (e.g. Merchant’s name, taxpayer ID, and Settlement Account information) in accordance with their rules or as needed to allow Merchant’s acceptance of such Card Network’s Cards. 2.5 Collection of Amounts Due. In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the following options with respect to amounts due under this Agreement: Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 3 of 14 (a) withhold all or some of Merchant’s settlement funds (or any other funds that would otherwise be payable by CMS to Merchant) and apply them against the amounts due; (b) debit the Settlement Account for the amounts due; (c) request and receive prompt payment for such amounts; and (d) apply funds held in any existing Reserve Account against the amounts due. 2.6 Reserve Account. If: (a) there is a material adverse change in Merchant’s financial condition or its payment record with creditors, or Merchant fails to comply with its obligations in Section 9.1 or Section 9.2; (b) Merchant begins accepting payment in advance of the shipment of g oods or fulfillment of services, or materially increases the amount of time between Merchant’s acceptance of payment and the anticipated shipment or delivery of goods or fulfillment of services; (c) Merchant receives a number of Chargebacks in excess of on e percent (1%) of its total number of Transactions over a period of sixty (60) or more consecutive days, or CMS is notified by any Card Network of Merchant’s inclusion in any chargeback monitoring or similar risk-based program, or of any Card Network Liabilities to be assessed as a result of Merchant’s Chargebacks; (d) CMS has received notification from any Card Network(s) or has otherwise become aware of any material violation of the Card Network Rule(s), causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities; (e) CMS reasonably suspects fraud or other illegal activity; (f) either party provides notification of non-renewal or termination of this Agreement, or this Agreement is terminated for any reason; or (g) required by CMS, and communicated to Merchant in writing prior to the execution of this Agreement, as a condition of CMS’ entering into this Agreement; then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS against the reasonably anticipated risk associated with Merchant’s account (such funds being hereinafter referred to as the “Reserve Account”). Any required Reserve Account shall be due upon request, and may be collected by CMS in any manner provided in this Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of (i) one month’s average fees including without limitation, processing fees, interchange assessments and third-party fees collected by CMS; plus (ii) one month’s average monthly Chargebacks multiplied by six; plus (iii) one month’s average monthly Refunds multiplied by two; plus (iv) the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet delivered to Customers; plus (v) the amount of any Card Network Liabilities reasonably anticipated by CMS. For purposes of this calculation, each monthly average shall be calculated over the immediately preceding consecutive twelve (12) mon th period (or, if CMS has not yet been processing for Merchant for twelve (12) consecutive months, such shorter period of time as CMS may have been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable by CMS to Merchant against, the satisfaction of any amounts due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS, will not bear interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the Reserve Account other than a contingent right to receive funds, as set forth below. Reserve Accounts (and CMS’ right to require a Reserve Account after termination of this Agreement as set forth above) shall survive termination of the Agreement . Upon satisfaction of all of Merchant’s reasonably anticipated obligations under this Agreement and the expiration of the applicable timeframes for Chargebacks (as set by the various Card Networks), CMS will return to Merchant any unused funds remaining in the Reserve Account. In addition, upon Merchant’s request from time to time, but in no event more than once per month, CMS will review the risk associated with Merchant’s account and as needed adjust the amount currently held in the Reserve Account and return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the remaining risk. 3. Reporting. CMS will provide online access to reporting reflecting the activity of Merchant’s account(s) and allowing Merchant to generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it waives all claims against CMS for any errors that are not reported to CMS within ninety (90) days from the posting of the activity in Merchant’s online account report. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 4 of 14 4. Future Deliverables; Refunds; Chargeback Liability. 4.1 Future Deliverables. Unless CMS has agreed in writing in advance, Merchant shall not submit Transactions to CMS (including in connection with any installment sales or deferred payment plans) until (i) the goods are delivered or shipped or (ii) the services are performed. The foregoing restriction applies to installment sales, deferred payment plans and recurring transactions. 4.2 Refunds. To the extent required by the Card Network Rules, Merchant shall maintain a written policy with regard to Refunds and shall disclose or make available such policy to its Customers. Upon request, Merchant shall make such policy available to CMS. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Except to the extent permitted by the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a Customer in connection with a prior Transaction. Unless otherwise required by the ChaseNet Rules or Card Network Rules, any Refunds shall be prepared and submitted to CMS within three (3) days of Merchant’s approval of Customer’s request for such Refund. Merchant shall have liability for all Refunds submitted by Merchant, its employees, agents or representatives , or by third parties using Merchant’s identification number without Merchant’s authorization, except where such third party obtained Merchant’s identification number as a result of the negligence of CMS. 4.3 Chargeback Liability. Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network Rules; provided, however, that in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund Merchant for the amount thereof. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the investigation and management of any reasonably suspected fraud or fraudulent Transactions that is reasonably requested by CMS (such data to be used by CMS and Chase for fraud protection and prevention purposes only). 5. Fees; Adjustments. 5.1 Schedule A. Merchant shall pay all fees and amounts (e.g. interchange and assessments) set forth in this Agreement (including, without limitation, those set forth on Schedule A hereto). Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to transmit Transactions to CMS. For each file or batch submitted by Merchant, CMS will group the Transaction data by Transaction characteristics, including, without limitation, type of Transaction, method of payment, and interchange qualification category. For each such group, CMS will calculate the applicable fees to two decimal places. The fees for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency. 5.2 Price Adjustments. (a) General. Fees set forth in this Agreement are based upon Merchant’s an nual volume, average Transaction size, as set forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant’s pricing set forth in this Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty (180) days after Merchant’s receipt of notification of such increase. In addition, Merchant’s fees may be adjusted to reflect (i) increases by Card Networks in interchange, assessments, or other Card Network fees, (ii) any new or additional fees imposed by the Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider. (b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days’ written notice, to modify the pricing applicable to Merchant’s Chase Transactions; provided, however, that in such event, Merchant shall be entitled to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof, in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions, subject to the pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange rates and network fee pass-through. For the purpose of reviewing, evaluating and (if applicable) modifying Merchant’s Chase Transaction pricing, Merchant authorizes CMS to use Merchant’s non-Chase Transaction processing data and pricing, including, without limitation, the qualification levels and interchange rates applicable to its non -Chase Transactions. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 5 of 14 5.3 Custom Interchange Rates. Merchant agrees that CMS will not be responsible for honoring or implementing any custom interchange rate(s) which Merchant may have negotiated, or may in the future negotiate, directly with the Card Networks (a “Custom Rate”) unless Merchant notifies CMS of such rate in writing and CMS agrees in writing to implement such Custom Rate. Merchant agrees that implementation of any Custom Rate may require time and development work, and, as a condition of do ing so, CMS may require Merchant to pay a development fee (to be mutually agreed between the parties). In addition, Merchant agrees to notify CMS in writing of any published tier interchange rates and/or any industry-specific interchange programs (such as those for the utility and debt repayment industries) in which Merchant believes it is eligible to participate, and CMS shall not be responsible for imp lementing any such rates or programs unless it has been so notified by Merchant. 6. Term; Termination. 6.1 Term. This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the last party to the Agreement signs), and continues for five (5) years from such date. Unless otherwise terminated by eit her party as provided in this Agreement, this Agreement will automatically renew for successive one -year terms. Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration date. 6.2 Events of Default. In the event that either party fails in any material respect to comply with any provision, term, warranty, condition, covenan t, or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an "Event of Default"), and such party fails to cure such Event of Default within thirty (30) da ys of its receipt of written notification from the non-defaulting party specifying such Event of Default, then the non -defaulting party shall be entitled to terminate this Agreement upon written notice of termination; provided, however, that no cure period shall be allowed, and CMS shall be entitled to terminate this Agreement immediately, in the event that Merchant fails in any material respect to perform any of its obligations with r espect to the funding or establishing of a Reserve Account, as detailed in Section 2.6 above. 6.3 Other Termination Events. In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event of any of the following: (a) Merchant is placed in any Chargeback monitoring or similar risk -based program designated by any Card Network for merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program by the applicable Card Network within ninety (90) days; (b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement; (c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant’s Transactions; (ii) requires CMS or Chase to terminate or limit this Agreement or Merchant’s ability to accept Cards; or (iii) imposes unduly burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant’s transactions; (d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other parties are prohibited from dealing by any United States law, regulation or executive order, including names appearing on the U.S. Department of Treasury’s Office of Foreign Asset Control’s Specially Designated Nationals and Blocked Persons List, or (ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card Networks; (e) Merchant (i) ceases to exist (other than as a result of a permitted assignment or sale by such party) or to conduct its normal and customary business operations, or (ii) is convicted of or pleads no contest to a felony charge; (f) CMS reasonably believes that Merchant (i) is involved in a material violation of applicable law or other domestic or foreign law or regulation; (ii) has or is engaged in bribery, fraud, money laundering or corruption; or (iii) has otherwise become the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such controversy relates to this Agreement; Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 6 of 14 (g) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any credit facility, loan document or other agreement between Merchant an d Chase or any Affiliate of Chase (and such breach is not cured in any applicable cure period provided in such document); (h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty (180) consecutive days; or (i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company. 6.4 Account Activity After Termination. After termination of this Agreement, Merchant shall continue to be liable for Chargebacks, Refunds, fees, Card Network Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant submits Transactions to CMS after the date of termination, CMS may, but is not required to process such Transactions in accordance with and subject to all of the terms of this Agreement. 7. Indemnification. 7.1 CMS. CMS agrees to indemnify and hold harmless Merchant and its Affiliates, officers, directors, employees, and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant’s costs, expenses, and reasonable attorneys’ fees) arising out of any third party claim or complaint relating to: (a) CMS’ noncompliance with Card Network Rules , the Security Standards, or the terms of this Agreement ; (b) a Data Compromise Event of CMS or its service providers; (c) any voluntary or involuntary bankruptcy or insolvency proceeding by or against CMS; or, (d) CMS’ violation of applicable federal, state or local laws and regulations. This indemnification does not apply to any claim or complaint to the extent caused by Merchant’s own negligence, recklessness or willful misconduct. The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set forth in Section 11 of this Agreement. 7.2 Merchant. Merchant agrees to indemnify and hold harmless CMS, the Card Networks, 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, costs, expenses, and reasonable attorneys’ fe es) arising out of any third party claim or complaint relating to: (a) any dispute concerning a Transaction for goods or services sold by Merchant; (b) Merchant’s noncompliance with the Card Network Rules or the Security Standards, or the terms of this Agreement; (c) a Data Compromise Event of Merchant or its Service Providers; (d) any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant ; or (e) Merchant’s violation of applicable federal, state or local laws and regulations. This indemnification does not apply to any claim or complaint to the extent it is caused by CMS’ own negligence, recklessness or willful misconduct. The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set forth in Section 11 of this Agreement. 7.3 General. Whenever an indemnified person believes it is entitled to indemnification hereunder with respect to a claim, the indemnified person will provide the indemnitor with prompt written notification of such claim (it being understood that failure to provide such notice promptly will not relieve indemnitor of its obligation to defend such claim as long as the indemnitor’s ability to defend the claim was not materially prejudiced by such failure), and the indemnified person will tender the sole control of the defense and settlement of the indemnified claim to indemnitor. When the indemnitor assumes the defense of a claim, the indemnified person will reasonably cooperate with indemnitor in the defense of the claim. No settlement or compromise that imposes any liability or obligation on any indemnified person will be made without the indemnified person’s prior written con sent (not to be unreasonably withheld). 8. Confidential Information; Use of Data; Card Industry Compliance. 8.1 Confidentiality. (a) Each party has made and will continue to make available to the other party information that is not generally known to the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be, proprietary or confidential (“Confidential Information”). Confidential Information may be disclosed in oral, written, visual, electronic or other form. Information meeting the definition of Confidential In formation that is disclosed by a party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between the parties will be considered Confidential Information, even if the information is unrelated to this A greement or the Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 7 of 14 Services to be provided hereunder. Each party’s Confidential Information includes its: (i) business plans, strategies, forecasts, projects and analyses; (ii) financial information and fee structures (including CMS’ pricing and pricing proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service specifications; and (vii) the terms of this Agreement. The following information shall be deemed the Confidential Information of CMS: (x) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE- 18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by CMS; (xi) any attestation of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards; (xii) any data and information (including data analytics and attribution data) about Chase Customers provided to Merchant by CMS or any of its Affiliates; (xiii) Card Information associated with a Chase Card or Chase Customer ; and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the payment transaction (e.g., transaction date and amount) may be utilized by each of the parties subject to the Security Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential Information of any party. (b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the disclosing party to any third party. The receiving party will use the same care and discretion to avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable degree of care). CMS and Chase may disclose Merchant’s Confidential Information: (i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services (including services made available directly through the Card Networks such as Address Verification and Account Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests, Chargeback adjudication, fraud detection and p revention); (ii) to its or its subcontractors’ employees, consultants or agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to maintain the confidentiality of Merchant’s Confidential Information up on terms similar to those contained in this Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements. (c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving pa rty can demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its Affiliates. Either party may disclose the terms of this Agreement to potential parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent of the disclosure. (d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms of this Agreement. If these protective measures or other remedies a re not obtained, or the disclosing party waives compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential Information that it is, according to the opinion of counsel, legally required to disclose a nd will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However, nothing contained in this Agreement will restrict CMS’ or Chase’s ability to disclose Merchant’s Confidential Information to regulatory or governmental bodies asserting jurisdiction over CMS or its A ffiliates. 8.2 Use of Data. (a) General. Certain Merchant Confidential Information, including without limitation, financial information, information related to Merchant’s Transactions, and other information that Merchant provides to CMS may be shared by CMS or Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing, CMS shall not otherwise use or disclose such information other than, (i) as necessary to process Merchant’s Transactions or otherwise provide services and maintain Merchant’s account pursua nt to this Agreement; (ii) for CMS’ and Chase’s internal and operational purposes; (iii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iv) to enhance or improve CMS’ and Chase’s products and services generally; or (v) as required or permitted Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 8 of 14 by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived from Transactions provided that it is either aggregated or de-identified (meaning that reasonable steps have been taken to ensure that the information does not identify Merchant and does not identify any individual person). (b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and CMS. This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases, servicing and managing Merchant’s account. The information that may be shared or otherwise exchanged may include Merchant’s name, identification/account number, transaction volume, card summary, status with CMS (e.g. the existence and terms of this Agreement, whether Merchant’s application was accepted or declined, and whether this Agreement has terminated or expired), Merchant’s status with Referral Partner (e.g. membership or par ticipation in any Referral Partner organization or program), and such other information that is reasonably necessary for the purposes described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner’s subsequent use or disclosure of such information. 8.3 Payment Card Industry Compliance. (a) Each party agrees to comply with all applicable Security Standards. (b) Merchant further agrees to provide CMS, upon its request, with such tests, scans, and assessments of Merchant’s compliance with Security Standards as may from time to time be required by the Card Network Rules in order for CMS to confirm or validate Merchant’s compliance with the Security Standards. (c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the Security Standards, may result in Card Network Liabilities for which Merchant shall be responsible. (d) Merchant shall immediately notify CMS of its use of any Service Provider(s), and Merchant is responsible for ensuring that any and all Service Providers and third-party payment software or applications used by Merchant to transmit, store or process Card Information, are compliant with all applicable Security Standards and appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Card Networks. (e) If a forensic examination of Merchant or any of Merchant’s Service Pro viders is required pursuant to the Card Network Rules, Merchant agrees to engage an approved PCI Forensic Investigator (“PFI”) (a list of which is available from the PCI Council), and cause such forensic examination to be completed within the timeframe req uired by the Card Network Rules, and cooperate with the PFI in connection therewith. Notwithstanding the foregoing, the Card Networks may directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the investigation of a Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event. Merchant agrees to pay for all costs and expenses related to any required forensic examination. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so cooperating until the investigation is completed. 8.4 Access to Information. Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access to Card Information. Merchant may, from time to time, designate certain employees or representatives for which CMS shall provide access (via login credentials or otherwise) to Merchant reporting, which may include access to Card Information. Merchant shall be responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login credentials of Merchant’s employees and representatives. In the event that any employee or other representative previously designated by Merchant to CMS for purposes of allowing such access, Merchant agrees to notify CMS promptly in the event such representative ceases to be employed by or associated with Merchant, or otherwise no longer has a reasonable business need to retain such access. 9. Information About Merchant and Merchant’s Business. 9.1 Additional Financial Information. Unless Merchant is a publicly-traded company current in its required filings with the United States Securities and Exchange Commission, upon five (5) business days’ written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements of Merchant (or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed fiscal year if such request occurs more than one hundred twenty (120) days after the end of such fiscal year, and otherwise from the fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements . Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 9 of 14 9.2 Other Information. Merchant agrees to provide CMS at least thirty (30) days' prior written notice of: (i) any significant changes to the n ature of its business, product lines or services; (ii) Merchant beginning to accept payment in advance of the shipment of goods or fulfillment of services, or materially increasing the amount of time between acceptance of payment and the anticipated delive ry or shipment of goods or fulfillment of services ; (iii) any sale of all or substantially all of the assets of Merchant; or (iv) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of Merchant’s securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is material to its relationship with Merchant, CMS may refuse to process Transactions made subsequent to the change or terminate this Agreement. Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant agrees to provide CMS with any additional information CMS may request pertaining to Merchant’s business or Transactions in connection with any CMS inquiries or inves tigation concerning suspected fraud or fraudulent Transactions. 10. ChaseNet Availability. CMS reserves the right, at any time upon thirty (30) days’ prior written notice, to discontinue the processing of Merchant’s eligible Transactions as Chase Transactions, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which would otherwise have been processed as Chase Transactions) shall thereafter be processed as normal Visa Transactions subject to Visa pricing as set forth on Schedule A and normal Visa interchange rates and network fee pass-through. 11. Limitations of Liability; Disclaimer of Warranties. Under no circumstances will CMS’ and Chase’s combined financial liabilities arising out of or related to this Agreement exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation, interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however, that such limitation shall not apply with respect to CMS’ indemnity obligations with respect to a Data Compromise Event pursuant to Section 7.1(b). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS AND CHASE HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES . 12. Liquidated Damages. 12.1 Early Termination. If Merchant improperly terminates this Agreement prior to the expiration of the initial term, or CMS terminates this Agreement during the initial term due to Merchant’s breach of this Agreement, then CMS will suffer a substantial injury that is difficult or impossible to accurately estimate and shall be entitled to collect Liquidated Damages (as defined below) from Me rchant. Merchant agrees that the Liquidated Damages shall be calculated in the manner specified below and that such sum is not a penalty and is a reasonable and good faith estimate of CMS’ probable loss. 12.2 Method of Calculation. Liquidated Damages shall be the number of months remaining in the initial term at the time of such termination, not to exceed twenty-four (24), times the Average Net Monthly Fees (as defined below). The Average Net Monthly Fees shall equal one - sixth of the fees payable pursuant to this Agre ement (net of interchange and assessments) during the six (6) months immediately preceding the earliest of: (i) the date CMS receives notice from Merchant of its intention to terminate this Agreement early; (ii) the date CMS learns of Merchant’s early termination in violation of this Agreement; or (iii) the date this Agreement is terminated early. If this Agreement has been in place less than six (6) months, the Average Net Monthly Fees shall equal the average monthly fees (net of interchange and assessments) that CMS would have received based upon the information contained in the Application, Schedule A, or any addendums to the Agreement. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 10 of 14 12.3 Effect on Other Fees. Payment of Liquidated Damages pursuant to this Section shall in no way limit Merchant’s ob ligation under this Agreement to pay any fees, fines, penalties or other amounts imposed by the Card Networks, nor does it prevent CMS from collecting any amounts due from the Settlement Account or Reserve Account (e.g. Chargebacks). Liquidated Damages shall be immediately due and payable in full without demand or other notice to Merchant of any kind . 13. Miscellaneous. 13.1 Taxes. The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay all applicable taxes and similar charges however designated (o ther than taxes assessed on CMS’ net income) including sales, use, property, lease, excise, goods and services, value added, gross receipts and like taxes (“Taxes”) which are imposed by any governmental authority related to the Services, equipment, supplies, software, intellectual property and other goods provided under this Agreement. Merchant also agrees to pay any Taxes imposed on interchange, assessments or other third party fees collected by CMS pursuant to this Agreement. Merchant authorizes CMS to increase the amount collected from Merchant to reflect any and all such Taxes and any assessments or increases in the Taxes imposed on such sale or lease of the Services, equipment, supplies, software, intellectual property and other goods provided under th is Agreement. CMS may deduct withholding taxes, if any, from proceeds payable to Merchant where required under applicable law and will provide to Merchant documentation required to be provided to Merchant under applicable law . 13.2 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. 13.3 Assignment; Other Events. (a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Merchant, not to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an A ffiliate of CMS; or (iii) as permitted under the Card Network Rules, the substitution of another Card Network member for Chase, as the member bank under whose sponsorship the Services are provided. (b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably withheld subject to CMS’ standard credit and risk underwriting policies and procedures (which shall in no event be deemed unreasonable). 13.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees’ and Service Provider’s actions. In providing services to Merchant, CMS will not be acting in the capacity of agent, partner, or joint venturer; CMS is acting solely as an independent contractor. 13.5 Representations. (a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without limitation statements made on its Application and any subsequent addendums, are true, complete and not misleading as of the date the statements were or will be made. Merchant further represents and warrants that only its authorized representatives will submit written information to CMS. Merchant represents and warrants that it is not a Bearer Share Company and that it will not issue Bearer Shares. (b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement : (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement with any third party or affiliated entity; (ii) has been duly authorized by all necessary action and does not require a ny consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement is duly authorized to do so. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 11 of 14 13.6 Publicity. Except to the extent required by applicable law, neither party shall make press releases or similar public statements regarding the business relationship that is the subject of this Agreement, without the prior written consent of the other . 13.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule, regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 13.8 Waivers. No term or condition of this Agreement may be waived , and failure by either party to enforce any terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performa nce of any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 13.9 Entire Agreement. The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant, Chase and CMS with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering int o this Agreement it has not relied on any statement of CMS, Chase or their representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. 13.10 Notices. Except as otherwise provided in this Agreement, all notices shall be given in writing and either hand delivered, mailed first class, postage prepaid (return receipt requested), transmitted electronically by email, or sent via overnight courier (with package tracking capability) (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 13.11 Governing Law; Waivers of Right to Contest Jurisdiction; Immunity and Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of N ew York without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising from this Agreement shall be brought by CMS against Merchant and determined exclusively in the county and state of Merchant’s principal office as indicated below; and shall be brought by Merchant against CMS or Chase and determined exclusively in N ew York, New York. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. MERCHANT WAIVES ANY IMMUNITY (SOVEREIGN OR OTHERWISE) THAT IT MAY HAVE IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. 13.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, wa r, terrorist attack, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will affect or excuse Merchant’s liabilities and obligations for Chargebacks, Refunds, or unfulfilled goods and services. 13.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Network Rules or required for compliance with applicable law, such amendment will be effective upon written notice to Merchant. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 12 of 14 13.14 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 lega lly binding for all purposes as an original signature. 13.15 Prohibition of Unlawful Internet Gambling. Merchant understands and agrees that the use of the Services to conduct transactions (including, without limitation, the acceptance or receipt of settlement proceeds or other funds related to such transactions) that are related, directly or indir ectly, to unlawful Internet gambling is strictly prohibited by CMS and Chase. The term "unlawful Internet gambling," as used in this Notice, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Merchant agrees not to engage in, submit for processing or f acilitate any Transactions under this Agreement that directly or indirectly involve or are related to unlawful Internet gambling. 14. Offshoring. Certain services may be performed by CMS or any of its Affiliates, including A ffiliates, branches or units located in any country in which CMS conducts business or has a service provider. Merchant authorizes CMS to transfer Merchant’s information to such Affiliates, branches or units at such locations as CMS deems appropriate. CMS reserves the right to store, access, or view data in locations it deems appropriate for the services provided. 15. Survival. The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Authorization and Settl ement, Refunds, Chargebacks, Termination, Indemnification, Confidentiality, Use of Data and Limitation of Liability shall survive termination. 16. Definitions. “Affiliate” of any Person mean shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to Chase, any entity administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract, ownership of voting securities, membership interests or otherwise. “Application” means a statement of Merchant’s financial cond ition, a description of the characteristics of Merchant’s business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit, financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced CMS to process Merchant’s Transactions under the terms and conditions of this Agreement. “Bearer Shares” means securities that are not registered on the books of the issuing corporation and thus payable to any possessor of the shares. “Bearer Share Company” means a type of company which, unlike registered share companies, issues its securities as Bearer Shares. “Card” means a physical or virtual credit or debit card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number through which Card Network payment services are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network that Merchant accepts from Customers as payment for goods or services. “Card Information” means information related to a Customer or the Customer’s Card, that is obtained by Merchant from the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 13 of 14 otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer’s Card a nd which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer’s participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer’s name, mailing address , phone number, email address, birthdate or age), shall not be deemed Card Information. “Card Network” means any payment card network provider whose payment method is accepted by CMS for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse, and STAR. “Card Network Rules” means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time to time, of the Card Networks. With respect to the Chase Transactions, the ChaseNet Rules are the applicable Card Network Rules. “Chargeback” means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules. “Chase Card” means a Card issued by Chase or its A ffiliates and used to access a line of credit, prepaid account, or deposit account, issued or maintained by Chase or its Affiliates. “Chase Customer” means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a Chase Card. “Chase Transaction” means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet platform. “ChaseNet” means Chase’s payment processing platform(s) where Transactions involving Eligible Chase Cards are processed directly between Merchant and Chase, bypassing the traditional Card Network “interchange” system. “ChaseNet Rules” means the Chase Merchant Program Requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance o f Chase Transactions. “Customer” means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. “Data Compromise Event” means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service providers. “Eligible Chase Card” means a Chase Card of a type that Chase, in its sole discretion, has determined to be eligible for use in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be limited to consumer and small business Chase Cards for which a Visa -branded credit or signature debit card has been issued. “Merchant” means the legal entity identified in the Application and on the first and signature pages of this Agreement. “Merchant Application” means any software application developed by or on behalf of Merchant that provides various services and capabilities for Merchant’s customers including the ability purchase or otherwise effect payment for Merchant go ods or services. “Person” shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, wh ether acting in an individual, fiduciary or other capacity. “Referral Partner” is a third party that has entered into a (i) formal referral relationship with CMS pursuant to which it referred Merchant to CMS for payment processing services and/or (ii) preferred pricing program with CMS. The Referral Partner may be paid a fee by CMS for the referral of Merchant to CMS. In addition, the Referral Partner may be involved in the servicing and maintenance of Merchant’s account. Referral partners may include, as ap plicable, without limitation, financial institutions, Merchant’s franchisor, independent sales organizations, trade associations or groups and service providers. Select Merchant Processing Agreement_US_CR322_AUG Rev. August, 2022 INTERNAL PAYMENTECH USE Merchant Name: Page 14 of 14 “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction. “Reserve Account” shall have the meaning set forth in Section 2.6. “Security Standards” means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Card Information, including, without limitation, the Payment Card Industry Data Security Standards, Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, Visa’s Payment Application Best Practices, the Payment Card Industry’s Payment Application Data Security Standard, MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program, in each case as they may be amended from time to time. “Service Provider” means any party that processes, stores, receives, transmits, or has access to Card Information on Merchant’s behalf, including, without limitation, its agents, business partners, contractors, and subcontractors. “Transaction” means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant. “U.S.” means the forty-eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an addendum hereto. 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 8181 Communications Pkwy, Bldg. B, Floor 05 Address Plano, Texas 75024 City, State Zip V. 14254 To Be Completed By Paymentech, LLC Merchant Agreement Contract Number is: _____________________________________________ Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up