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R-12-04-12-11E1 - 4/12/2012 RESOLUTION NO. R-12-04-12-11E1 WHEREAS, Chapter 2, Article V. Finance, Section 2-323(g), Code of Ordinances, City of Round Rock, Texas, provides that the City Council shall select a City Depository for the custody of City funds; and WHEREAS, the City has requested applications from banking firms authorized to submit such applications; and WHEREAS, in accordance with Section 105.014 of the Texas Local Government Code the City, in reviewing the applications, has considered the terms and conditions for the performance of depository services, including the type and cost of services to be provided to the municipality, consistent with any policy guidelines adopted by the City regarding the selection of one or more depositories; and WHEREAS, JPMorgan Chase Bank,N.A. has submitted the most favorable application; and WHEREAS, the City Council desires to accept the application of JPMorgan Chase Bank,N.A. and to enter into a Depository and Banking Services Contract; and WHEREAS, Section 105.015(a) of the Texas Local Government Code empowers the City Council to authorize a designated officer to execute on the municipality's behalf one or more depository services contracts; and WHEREAS, Section 105.016(a) of the Texas Local Government Code requires the City Council to designate the financial institution to serve as a depository for the municipality's funds,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS: 0:\wdox\SCC1nts\0112\1204\MUNICEPAL\00247430.DOC/jkg I. That the City Manager and/or the Director of Finance shall be, either jointly or individually, the designated officer(s)to serve as the primary liaison between the City and JPMorgan Chase Bank,N.A., and the designated officer(s)may exercise the powers and duties as authorized by applicable law. II. That the application of JPMorgan Chase Bank, N.A. is hereby accepted and said institution is hereby selected as the official depository of the City of Round Rock, Texas, for the period beginning June 1, 2012 through May 31, 2015; and the Mayor is hereby authorized and directed to execute on behalf of the City, subject to approval of documents by the City Manager and City Attorney, a Depository and Banking Services Contract, and other necessary and related documents, with JPMorgan Chase Bank,N.A. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 12th day of April, 2012. ALAN McGRAW, Mayor City of Round Rock, Texas FOR CITY,ATTEST: Sara L. White, City Clerk FOR CITY, APPROVED AS TO FORM: Stephan L. Sheets, City Attorney 2 EXHIBIT „A» THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS DEPOSITORY AND BANKING SERVICES CONTRACT This DEPOSITORY AND BANKING SERVICES CONTRACT, hereinafter referred to as "Master Depository Contract,"is made and entered into by and between the City of Round Rock, Texas, a home-rule municipality situated in Williamson and Travis Counties, Texas, hereinafter referred to as"City/Depositor,"and JPMorgan Chase Bank,N.A.,a national banking association, organized under the laws of the United States and authorized by law to do banking business in Texas and now conducting such business in said state,hereinafter referred to as"Bank." WHEREAS, City/Depositor desires to obtain banking services and a depository for its funds and to provide for those funds the highest level of safety, liquidity, and return while receiving suitable banking services at a reasonable charge; and WHEREAS, Bank is willing to provide such banking services and to act as a depository for City/Depositor's funds while providing collateral satisfactory to City/Depositor; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, City/Depositor and Bank agree as follows: I BANKING AND DEPOSITORY SERVICES Bank agrees to receive and safely keep any and all public funds offered for deposit by City/Depositor and to reimburse and pay same to City/Depositor,by paying its designated officer or whoever may be lawfully entitled to receive same upon request. Bank agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A" "Continuing Deposit Security Agreement;" Exhibit "B" "Account Terms and Consolidated Service Terms;" Exhibit "C" "Federal Reserve Operating Circular 7 & Pledgee Agreement;" Exhibit"D""City of Round Rock Request for Applications for Depository and Banking Services dated 01/06/12 (the"City's RFA");" Exhibit "E" "JPMorgan Chase Bank, N.A., Response to City's RFA dated 01/31/12 (the "Bank's Response');" and Exhibit "F" "Domestic Custody Agreement," all of which are attached hereto and incorporated herein by reference. Should there be any conflict between the terms of this Master Depository Agreement and any of the terms of the documents contained in any exhibit attached hereto, the terms of any administrative rules of Bank, or other agreement between City/Depositor and Bank, the terms of this Master Depository Agreement shall be final, controlling, and binding. All fees as proposed by Bank in the Bank's Response shall be final, controlling and binding on all service agreements. II TERM, RENEWAL, AND TERMINATION City/Depositor, through appropriate action of its governing body, hereby designates Bank as a depository for the period beginning June 1, 2012 and continuing through May 31, 2015, and this contract shall remain in full force and effect for such stated period of three (3) years. However, this contract may be extended by mutual agreement of City/Depositor and Bank, to remain in full force and effect for a period not to exceed two (2)years. Either City/Depositor or Bank shall have the right to terminate this contract prior to the expiration date by advance written notice to the other of its election to do so, and this contract shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided that all provisions of this agreement have been fulfilled. III DESIGNATION OF TRUSTEE City/Depositor and Bank, by execution of this contract, hereby designate the Federal Reserve Bank, hereinafter referred to as "Trustee,"to hold in trust, according to the terms and conditions of this Master Depository Contract and the attached "Continuing Deposit Security Agreement," the collateral and substitute collateral described in the City's RFA. IV DESIGNATED OFFICERS) During the term of this contract, City/Depositor will, through appropriate action of its governing body, designate the officer or officers who singly or jointly will be authorized to represent and act on behalf of City/Depositor in any and all matters of every kind arising under this contract and to (a) execute and deliver to Bank "Bank's Treasury Service Agreements" (including user documentation and set-up forms) covering, among other things, electronic funds transfers and other treasury management services, and such other documents as agreed to by the City/Depositor and Bank (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of City/Depositor in accordance with the electronic fund or funds transfer agreement and addenda, and (c) make withdrawals or transfers by written instrument. The City Manager and/or the Director of Finance shall be, either jointly or individually,the designated officer to serve as the primary liaison between City/Depositor and Bank and, as the designated officer, may exercise the powers and duties as authorized by applicable law. V COMPENSATION Bank will be compensated for any and all services rendered to City/Depositor under this contract. As requested by City/Depositor, Bank agrees to be paid (a) by fee or (b) to offset monthly service fees against its customary earnings credit for balances in City/Depositor's non- interest bearing transaction accounts; provided, however, that if there is insufficient earnings credit against which such fees may be offset, City/Depositor will be charged for such services monthly. Fees set by Bank in Bank's Response shall be applicable. VI COLLATERAL SECURITY All funds on deposit with Bank to the credit of City/Depositor shall be secured by collateral as stipulated in the Public Funds Collateral Act(Chapter 2257 of the Texas Government Code,as amended) and further described by the City's RFA. The total market value of the collateral (which includes accrued interest or income to the extent it is not included in the market price) securing such deposits will be in an amount at least equal to 102% of the amount of such deposits plus the amount of any accrued interest thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States government. The market value with respect to any securities (collateral) as of any date and priced on such date will be obtained from a independent source. When additional collateral is required to cover incremental deposits, Bank must receive the request for collateral prior to 10:30 a.m. on the day the deposits are actually received. One (1) business day's notice is necessary for a collateral increase request greater than $50 million. Bank agrees to keep a minimum of$1,000,000 collateral pledged to City/Depositor for the term of the contract. VII COLLATERAL TO TRUSTEE Bank has heretofore or will promptly hereafter deliver to Trustee collateral of the kind and character above mentioned of sufficient amount and market value to provide 102% collateral for the funds of City/Depositor deposited with Bank. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by Trustee in trust so long as the depository relationship between City/Depositor and Bank shall exist hereunder, and thereafter so long as deposits made by City/Depositor with Bank hereunder, or any portion thereof, shall have not been properly paid out by Bank to City/Depositor or on its order. VIII CURE OF FAILURE OR BREACH,AND SURRENDER OF COLLATERAL FOR SALE Should Bank fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit and the interest on such deposits or in any manner breach its contract with City/Depositor, then City/Depositor shall give written notice of such failure or breach to Bank, and Bank shall have five (5) business days to cure such failure or breach. In the event Bank shall fail to cure such failure or breach within five (5) business days or should Bank be declared insolvent by a Federal bank regulatory agency, it shall be the duty of Trustee, upon demand of City/Depositor (supported by proper evidence of any of the above-listed circumstances), to surrender the above-described collateral to City/Depositor. City/Depositor may sell all or any part of such collateral and out of the proceeds thereof pay City/Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to Bank for the remainder, if any, of said proceeds or collateral remaining unsold. IX NOTICE OF SALE OF COLLATERAL Any sale of such collateral, or any part thereof, made by City/Depositor hereunder may be either at public or private sale; provided, however, it shall give to both Trustee and Bank at least twenty-four (24) hours' notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefor for cash. City/Depositor and Bank shall have the right to bid at such sale. X SUBSTITUTION OF SECURITIES If Bank shall desire to sell or otherwise dispose of any one or more of said securities so deposited with Trustee, it may substitute for any one or more of such securities other securities of the same market value and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by Bank as often as it may desire; provided, however, that the aggregate market value of all collateral pledged hereunder shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with Trustee is less than the total sum of City/Depositor's funds on deposit with said Bank, then Bank shall promptly deposit with Trustee such additional collateral as is necessary to cause the market value of such collateral to equal the total amount of required collateral. Bank shall be entitled to income on securities held by Trustee, and Trustee may dispose of such income as directed by Bank without approval of City/Depositor. XI RECEIPTS REQUIRED Trustee shall promptly forward to City/Depositor a monthly report of collateral held and copies of safekeeping or trust receipts (or such reports or receipts as the Trustee may provide pursuant to its policies) covering all such collateral held for Bank, including substitute collateral as provided for herein. XII REDELIVERY OF COLLATERAL If at any time the collateral in the hands of Trustee shall have a market value in excess of the sum of balances due City/Depositor by Bank, City/Depositor shall authorize the withdrawal of a specified amount of collateral, Trustee shall deliver this amount of collateral (and no more) to Bank, taking its receipt therefor, and Trustee shall have no further liability for collateral so redelivered to Bank. XIII CLOSE-OUT When the relationship of City/Depositor and Bank shall have ceased to exist between City/Depositor and Bank, and when Bank shall have properly paid out all deposits of City/Depositor, it shall be the duty of City/Depositor to give Trustee certificate to that effect; whereupon Trustee shall, with the approval of City/Depositor, redeliver to Bank all collateral then in its possession belonging to Bank, taking its receipt therefor. An order in writing to said Trustee by City/Depositor and a receipt for such collateral by Bank shall be a full and final release of Trustee of all duties and obligations undertaken by it by virtue of these presents. XIV INVESTMENT POLICY It is the intention of the parties hereto that City/Depositor shall retain full rights to invest its funds consistent with the City of Round Rock Comprehensive Investment Policy as adopted by the City Council of the City of Round Rock,Texas, and consistent with other applicable laws. XV NEW SERVICES City/Depositor may negotiate new services with Bank as deemed necessary by City/Depositor. The terms and conditions regarding the service will be mutually agreed upon by City/Depositor and Bank. Any such new service agreement will be executed in writing as an addendum to this contract at not more then the then-published Bank service rate. XVI SEVERABILITY If any term or provision of this contract is held to be illegal or invalid, such illegality or invalidity shall not affect the remaining provisions of the contract, which remaining provisions shall remain in full force and effect as if this contract had been executed with the illegal or invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this contract without including any such term, provision, part, parts, or portions which may, for any reason, be hereafter declared illegal or invalid. XVII INDEMNIFICATION Bank agrees that it will use due care and diligence in all of its activities and operations authorized under this contract. Bank shall be liable to City/Depositor only for actual damages incurred as a direct result of Bank's failure to exercise reasonable care under this contract. In no event will Bank be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense) including,without limitation, any economic loss or damage, expense and loss of business,profits or revenue, goodwill and anticipated savings, loss of or corruption to City/Depositor's data, loss of operation time or loss of contracts. Bank will not be responsible for the acts or omissions of City/Depositor or its officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from City/Depositor) or the acts or omissions of any other person or entity including, but not limited to, any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any supplier, and no such person or entity will be deemed to be Bank's agent. Bank will not be liable for and will be excused from any failure or delay in performing Bank's obligations under this contract if such failure or delay is caused by force majeure circumstances beyond control, including natural disasters such as earthquakes or floods, emergency conditions such as war, riot, fire, theft or labor dispute, legal constraint or governmental action or inaction, or City/Depositor's act,omission,negligence or fault. Bank will not be liable for any failure to act on Bank's part if Bank's representatives had a reasonable basis to believe and did believe that Bank's actions would have violated any law,rule or regulation. City/Depositor indemnifies and holds Bank harmless, and agrees to defend, from and against any and all liabilities, claims, costs, expenses and damages of any nature arising out of or relating to disputes or legal actions by parties other than Bank and City/Depositor concerning this contract. The obligations contained herein shall survive the termination of this contract. No indemnification herein shall apply to any costs or damages attributable to Bank's gross negligence or intentional misconduct. XVIII NON-WAIVER Failure of either party hereto to insist on the strict performance of any of the provisions herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy accruing as a result of any future default or failure of performance. XIX CONFIDENTIALITY All data relating to City/Depository's business provided to Bank by City/Depository will be treated confidentially and safeguarded by Bank, using the same care and discretion that it uses with data that Bank designates as confidential, and Bank shall safeguard all funds and investments of City/Depository while such funds or investments are in the possession of or under the control of Bank. XX CAPTIONS The captions of this contract are for information purposes only and shall not in any way affect the substantive terms and conditions of this contract. XXI RESERVATION Pursuant to Chapter 105 of the Texas Local Government Code, City/Depositor reserves the right to contract with other depositories for the deposit or investment of a portion of available public funds of City. XXII NON-ASSIGNMENT This contract shall extend to and be binding upon the parties and their respective successors and assignees; provided, however, that the contract may not be assigned without the written consent of both parties. XXIII CONFORMANCE TO LAWS This contract and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas, including all applicable constitutional provisions, statutes, charter provisions, ordinances, and resolutions. Bank agrees to fully comply with all applicable laws, including but not limited to the Texas Municipal Depository Law, TEX. LOC. GOVT CODE ANN. sec. 105.001 et seq., as amended, the Public Funds Investment Act, TEX. GOVT CODE ANN. sec. 2256.001 et seq., as amended, and the Public Funds Collateral Act, TEX. GOVT CODE ANN. sec. 2257.001 et seq., as amended. XXIV VENUE Pursuant to Chapter 105 of the Texas Local Government Code, venue and jurisdiction of any suit or right or cause of action arising under or in connection with this contract shall be exclusively in Williamson County, Texas, and any court of competent jurisdiction shall interpret this contract in accordance with the laws of the State of Texas. XXV RELATIONSHIP OF PARTIES Nothing contained in this contract shall be deemed or construed by the parties hereto or any other third party to create the relationship of principal and agent, partnership,joint venture, or of any other association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this contract nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of City and Depository Bank as those terms are understood herein. Executed in multiple originals on this the day of the month of , 2012,by the undersigned duly authorized officers of the parties hereto. FOR BANK JPMorgan Chase Bank,N.A. By: Printed am : Larnell Camus Title: Sr.Vice Pfesident Government Banking Date Signed: FOR CITY/DEPOSITOR: By: Printed Name: Alan McGraw Title: Mayor Date Signed: FOR CITY/DEPOSITOR,ATTEST: Sara L. White, City Clerk FOR CITY/DEPOSITOR,APPROVED AS TO FORM: Stephan L. Sheets, City Attorney Attachments: Exhibit A—Continuing Deposit Security Agreement Exhibit B—Account Terms and Consolidated Service Terms Exhibit C—Federal Reserve Operating Circular 7 &Pledgee Agreement Exhibit D—City of Round Rock Request for Applications for Depository and Banking Services Exhibit E—JPMorgan Chase Bank,N.A. Response to City's RFA Exhibit F—Domestic Custody Agreement ROUNDROCK,TEXAS Ci Council Agenda Summar Sheet PURPOSE.PASSION.PROSPERITY.. Agenda Item No. 11E1. Consider a resolution authorizing the Mayor to execute a "Depository and Banking Agenda Caption: Services Contract"with JP Morgan Chase Bank, N.A. Meeting Date: April 12,2012 Department: Finance Staff Person making presentation: Cheryl Delaney Finance Director Item Summary: Chapter 105 of the local government code and the City's investment policy require for the City to request applications from financial institutions to provide depository services every 5 years. Our current contract with Bank of America expires in May 2012. In January 2012, the City solicited proposals for banking services to provide efficient and cost effective banking services. The City is looking for a banking partner to provide state-of-the-art technology to assure that our current banking needs would be met and that we would be able to incorporate technological changes and improvements into our operations over the period of the contract. The evaluation was guided by the following criteria: banking services costs and earnings potential; responsiveness and ability to provide services and required reports; earnings potential,experience, references,and continuity of the bank and bank officials; and creditworthiness and stability of the financial institution. The goal is to have banks perform those duties in the most cost effective/efficient manner. Financial institutions bundle services and price services differently, so evaluation criteria were developed that captured those differences equitably. Patterson & Associates assisted with the evaluation to provide a more accurate comparison of banks based on their experience in this area. The City received five (5) applications which were evaluated as to who could provide the best value to the City. After evaluating all the applications, it has been determined that JPMorgan Chase Bank, N.A., can provide the best value for the City.The contract is to be for a three year period with a potential of two one-year extensions. Cost: Approx.$42,000 per year Source of Funds: General& Utility Funds Date of Public Hearing(if required): N/A Recommended Action: Approval EXECUTED DOCUMENTS FOLLOW • • THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS DEPOSITORY AND BANKING SERVICES CONTRACT This DEPOSITORY AND BANKING SERVICES CONTRACT, hereinafter referred to as "Master Depository Contract," is made and entered into by and between the City of Round Rock, Texas, a home-rule municipality situated in Williamson and Travis Counties, Texas, hereinafter referred to as "City/Depositor," and JPMorgan Chase Bank,N.A., a national banking association, organized under the laws of the United States and authorized by law to do banking business in Texas and now conducting such business in said state, hereinafter referred to as"Bank." WHEREAS, City/Depositor desires to obtain banking services and a depository for its funds and to provide for those funds the highest level of safety, liquidity, and return while receiving suitable banking services at a reasonable charge; and WHEREAS, Bank is willing to provide such banking services and to act as a depository for City/Depositor's funds while providing collateral satisfactory to City/Depositor; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, City/Depositor and Bank agree as follows: I BANKING AND DEPOSITORY SERVICES Bank agrees to receive and safely keep any and all public funds offered for deposit by City/Depositor and to reimburse and pay same to City/Depositor, by paying its designated officer or whoever may be lawfully entitled to receive same upon request. Bank agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A" "Continuing Deposit Security Agreement;" Exhibit `B" "Account Terms and Consolidated Service Terms;" Exhibit "C" "Federal Reserve Operating Circular 7 & Pledgee Agreement;" Exhibit"D" "City of Round Rock Request for Applications for Depository and Banking Services dated 01/06/12 (the"City's RFA");" Exhibit "E" "JPMorgan Chase Bank, N.A., Response to City's RFA dated 01/31/12 (the "Bank's Response");" and Exhibit "F" "Domestic Custody Agreement," all of which are attached hereto and incorporated herein by reference. Should there be any conflict between the terms of this Master Depository Agreement and any of the terms of the documents contained in any exhibit attached hereto, the terms of any administrative rules of Bank, or other agreement between City/Depositor and Bank, the terms of this Master Depository Agreement shall be final, controlling, and binding. All fees as proposed by Bank in the Bank's Response shall be final, controlling and binding on all service agreements. I1 TERM, RENEWAL, AND TERMINATION City/Depositor, through appropriate action of its governing body, hereby designates Bank as a depository for the period beginning June 1, 2012 and continuing through May 31, 2015, and this contract shall remain in full force and effect for such stated period of three (3) years. However, this contract may be extended by mutual agreement of City/Depositor and Bank, to remain in full force and effect for a period not to exceed two (2) years. Either City/Depositor or Bank shall have the right to terminate this contract prior to the expiration date by advance written notice to the other of its election to do so, and this contract shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided that all provisions of this agreement have been fulfilled. III DESIGNATION OF TRUSTEE City/Depositor and Bank, by execution of this contract, hereby designate the Federal Reserve Bank, hereinafter referred to as "Trustee," to hold in trust, according to the terms and conditions of this Master Depository Contract and the attached "Continuing Deposit Security Agreement," the collateral and substitute collateral described in the City's RFA. IV DESIGNATED OFFICERS) During the term of this contract, City/Depositor will, through appropriate action of its governing body, designate the officer or officers who singly or jointly will be authorized to represent and act on behalf of City/Depositor in any and all matters of every kind arising under this contract and to (a) execute and deliver to Bank "Bank's Treasury Service Agreements" (including user documentation and set-up forms) covering, among other things, electronic funds transfers and other treasury management services, and such other documents as agreed to by the City/Depositor and Bank (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of City/Depositor in accordance with the electronic fund or funds transfer agreement and addenda, and (c) make withdrawals or transfers by written instrument. The City Manager and/or the Director of Finance shall be, either jointly or individually, the designated officer to serve as the primary liaison between City/Depositor and Bank and, as the designated officer, may exercise the powers and duties as authorized by applicable law. V COMPENSATION Bank will be compensated for any and all services rendered to City/Depositor under this contract. As requested by City/Depositor, Bank agrees to be paid (a) by fee or (b) to offset monthly service fees against its customary earnings credit for balances in City/Depositor's non- interest bearing transaction accounts; provided, however, that if there is insufficient earnings credit against which such fees may be offset, City/Depositor will be charged for such services monthly. Fees set by Bank in Bank's Response shall be applicable. VI COLLATERAL SECURITY All funds on deposit with Bank to the credit of City/Depositor shall be secured by collateral as stipulated in the Public Funds Collateral Act(Chapter 2257 of the Texas Government Code, as amended) and further described by the City's RFA. The total market value of the collateral (which includes accrued interest or income to the extent it is not included in the market price) securing such deposits will be in an amount at least equal to 102% of the amount of such deposits plus the amount of any accrued interest thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States government. The market value with respect to any securities (collateral) as of any date and priced on such date will be obtained from a independent source. When additional collateral is required to cover incremental deposits, Bank must receive the request for collateral prior to 10:30 a.m. on the day the deposits are actually received. One (1) business day's notice is necessary for a collateral increase request greater than $50 million. Bank agrees to keep a minimum of$1,000,000 collateral pledged to City/Depositor for the term of the contract. VII COLLATERAL TO TRUSTEE Bank has heretofore or will promptly hereafter deliver to Trustee collateral of the kind and character above mentioned of sufficient amount and market value to provide 102% collateral for the funds of City/Depositor deposited with Bank. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by Trustee in trust so long as the depository relationship between City/Depositor and Bank shall exist hereunder, and thereafter so long as deposits made by City/Depositor with Bank hereunder, or any portion thereof, shall have not been properly paid out by Bank to City/Depositor or on its order. VIII CURE OF FAILURE OR BREACH, AND SURRENDER OF COLLATERAL FOR SALE Should Bank fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit and the interest on such deposits or in any manner breach its contract with City/Depositor, then City/Depositor shall give written notice of such failure or breach to Bank, and Bank shall have five (5) business days to cure such failure or breach. In the event Bank shall fail to cure such failure or breach within five (5) business days or should Bank be declared insolvent by a Federal bank regulatory agency, it shall be the duty of Trustee, upon demand of City/Depositor (supported by proper evidence of any of the above-listed circumstances), to surrender the above-described collateral to City/Depositor. City/Depositor may sell all or any part of such collateral and out of the proceeds thereof pay City/Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to Bank for the remainder, if any, of said proceeds or collateral remaining unsold. IX NOTICE OF SALE OF COLLATERAL Any sale of such collateral, or any part thereof, made by City/Depositor hereunder may be either at public or private sale; provided, however, it shall give to both Trustee and Bank at least twenty-four (24) hours' notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefor for cash. City/Depositor and Bank shall have the right to bid at such sale. X SUBSTITUTION OF SECURITIES If Bank shall desire to sell or otherwise dispose of any one or more of said securities so deposited with Trustee, it may substitute for any one or more of such securities other securities of the same market value and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by Bank as often as it may desire; provided, however, that the aggregate market value of all collateral pledged hereunder shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with Trustee is less than the total sum of City/Depositor's funds on deposit with said Bank, then Bank shall promptly deposit with Trustee such additional collateral as is necessary to cause the market value of such collateral to equal the total amount of required collateral. Bank shall be entitled to income on securities held by Trustee, and Trustee may dispose of such income as directed by Bank without approval of City/Depositor. XI RECEIPTS REQUIRED Trustee shall promptly forward to City/Depositor a monthly report of collateral held and copies of safekeeping or trust receipts (or such reports or receipts as the Trustee may provide pursuant to its policies) covering all such collateral held for Bank, including substitute collateral as provided for herein. XII REDELIVERY OF COLLATERAL If at any time the collateral in the hands of Trustee shall have a market value in excess of the sum of balances due City/Depositor by Bank, City/Depositor shall authorize the withdrawal of a specified amount of collateral, Trustee shall deliver this amount of collateral (and no more) to Bank, taking its receipt therefor, and Trustee shall have no further liability for collateral so redelivered to Bank. XIII CLOSE-OUT When the relationship of City/Depositor and Bank shall have ceased to exist between City/Depositor and Bank, and when Bank shall have properly paid out all deposits of City/Depositor, it shall be the duty of City/Depositor to give Trustee certificate to that effect; whereupon Trustee shall, with the approval of City/Depositor, redeliver to Bank all collateral then in its possession belonging to Bank, taking its receipt therefor. An order in writing to said Trustee by City/Depositor and a receipt for such collateral by Bank shall be a full and final release of Trustee of all duties and obligations undertaken by it by virtue of these presents. XIV INVESTMENT POLICY It is the intention of the parties hereto that City/Depositor shall retain full rights to invest its funds consistent with the City of Round Rock Comprehensive Investment Policy as adopted by the City Council of the City of Round Rock, Texas, and consistent with other applicable laws. XV NEW SERVICES City/Depositor may negotiate new services with Bank as deemed necessary by City/Depositor. The terms and conditions regarding the service will be mutually agreed upon by City/Depositor and Bank. Any such new service agreement will be executed in writing as an addendum to this contract at not more then the then-published Bank service rate. XVI SEVERABILITY If any term or provision of this contract is held to be illegal or invalid, such illegality or invalidity shall not affect the remaining provisions of the contract, which remaining provisions shall remain in full force and effect as if this contract had been executed with the illegal or invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this contract without including any such term, • • provision, part, parts, or portions which may, for any reason, be hereafter declared illegal or invalid. XVII INDEMNIFICATION Bank agrees that it will use due care and diligence in all of its activities and operations authorized under this contract. Bank shall be liable to City/Depositor only for actual damages incurred as a direct result of Bank's failure to exercise reasonable care under this contract. In no event will Bank be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense) including, without limitation, any economic loss or damage, expense and loss of business,profits or revenue, goodwill and anticipated savings, loss of or corruption to City/Depositor's data, loss of operation time or loss of contracts. Bank will not be responsible for the acts or omissions of City/Depositor or its officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from City/Depositor) or the acts or omissions of any other person or entity including, but not limited to, any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any supplier, and no such person or entity will be deemed to be Bank's agent. Bank will not be liable for and will be excused from any failure or delay in performing Bank's obligations under this contract if such failure or delay is caused by force majeure circumstances beyond control, including natural disasters such as earthquakes or floods, emergency conditions such as war, riot, fire, theft or labor dispute, legal constraint or governmental action or inaction, or City/Depositor's act, omission, negligence or fault. Bank will not be liable for any failure to act on Bank's part if Bank's representatives had a reasonable basis to believe and did believe that Bank's actions would have violated any law, rule or regulation. City/Depositor indemnifies and holds Bank harmless, and agrees to defend, from and against any and all liabilities, claims, costs, expenses and damages of any nature arising out of or • • relating to disputes or legal actions by parties other than Bank and City/Depositor concerning this contract. The obligations contained herein shall survive the termination of this contract. No indemnification herein shall apply to any costs or damages attributable to Bank's gross negligence or intentional misconduct. XVIII NON-WAIVER Failure of either party hereto to insist on the strict performance of any of the provisions herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy accruing as a result of any future default or failure of performance. XIX CONFIDENTIALITY All data relating to City/Depository's business provided to Bank by City/Depository will be treated confidentially and safeguarded by Bank, using the same care and discretion that it uses with data that Bank designates as confidential, and Bank shall safeguard all funds and investments of City/Depository while such funds or investments are in the possession of or under the control of Bank. XX CAPTIONS The captions of this contract are for information purposes only and shall not in any way affect the substantive terms and conditions of this contract. XXI RESERVATION Pursuant to Chapter 105 of the Texas Local Government Code, City/Depositor reserves the right to contract with other depositories for the deposit or investment of a portion of available public funds of City. • • XXII NON-ASSIGNMENT This contract shall extend to and be binding upon the parties and their respective successors and assignees; provided, however, that the contract may not be assigned without the written consent of both parties. XXIII CONFORMANCE TO LAWS This contract and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas, including all applicable constitutional provisions, statutes, charter provisions, ordinances, and resolutions. Bank agrees to fully comply with all applicable laws, including but not limited to the Texas Municipal Depository Law, TEX. LOC. GOVT CODE ANN. sec. 105.001 et seq., as amended, the Public Funds Investment Act, TEX. GOVT CODE ANN. sec. 2256.001 et seq., as amended, and the Public Funds Collateral Act, TEX. GOVT CODE ANN. sec. 2257.001 et seq., as amended. XXIV VENUE Pursuant to Chapter 105 of the Texas Local Government Code, venue and jurisdiction of any suit or right or cause of action arising under or in connection with this contract shall be exclusively in Williamson County, Texas, and any court of competent jurisdiction shall interpret this contract in accordance with the laws of the State of Texas. XXV RELATIONSHIP OF PARTIES Nothing contained in this contract shall be deemed or construed by the parties hereto or any other third party to create the relationship of principal and agent, partnership,joint venture, or of any other association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this contract nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of City and Depository Bank as those terms are understood herein. • • Executed in multiple originals on this the OL day of the month of (i , 2012, by the undersigned duly authorized officers of the parties hereto. FOR BANK JPMorgan Chase Bank,N.A. By: Printed Name: Larnell Camus Title: Sr. Vice •esident overnment Banking Date Signed: D FOR CITY/DEPOSITOR: By: m Printed Name: Alan McGraw Title: Mayor II Date Signed: •t2'�'li FOR CITY/DEPOSI((T''OR,ATTEST: 01w— Sara Sara L. White, City Clerk FOR /DEPOSITO ,APPROVED AS TO FORM: L. Stephan ISheets, City Attorney Attachments: Exhibit A—Continuing Deposit Security Agreement Exhibit B—Account Terms and Consolidated Service Terms Exhibit C—Federal Reserve Operating Circular 7 & Pledgee Agreement Exhibit D—City of Round Rock Request for Applications for Depository and Banking Services Exhibit E—JPMorgan Chase Bank,N.A. Response to City's RFA Exhibit F—Domestic Custody Agreement • EXHI • BIT „A„ CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this 12 day of APRIL,2012,by and between the CITY OF ROUND ROCK("Customer"),and JPMorgan Chase Bank.NA ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, make deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Collateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: CITY OF ROUND ROCK. 2. GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record of the Bank. 3. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as"Trustee", as a book entry item in the name of the Customer as the secured party. Evidence of such transaction will be forwarded to the Customer immediately Page 1 of 4 • • after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. 4. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged securities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral required hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. 5. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement. b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement. c) Insolvency of the Bank. d) The appointment of a receiver for any part of the Bank. Page 2 of 4 I • • 6. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event of a default by the Bank, in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with right to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. 7. CUSTOMER REPRESENTATIONS. WARRANTIES. ' Ahld`"_PROMISES. Customer further represents, warrants and agrees: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, including but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. 8. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder, shall be construed and interpreted in accordance with the laws of the State of TEXAS applicable to agreements made and to be wholly performed in such state. 9. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shall be sent to the CUSTOMER: Name: CITY OF ROUND ROCK Address: 221 E. Main Street City/State: Round Rock, TX 78664 BANK: Name: JPMorgan Chase Bank, NA Address: 221 W. Sixth Street Floor 2 City/State: Austin, TX 78701 11. ASSIGNS. This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement Page 3 of 4 • • may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: List of Accounts: CITY OFROUND ROCK BY: 6�&7 Alan McGraw, Mayor Title BANK: JPMor an hase Bank N BY: Larnell Camus. Sr. Vice President Title Page 4 of 4 EXHIBIT 0 Mill „B» wit Account Terms V1.1_10_04_10 INTRODUCTION This document(the Account Terms"),contains the general terms and conditions and other disclosures for the accounts and services which the Customer may select,and constitutes an agreement between the Bank and the Customer. References to'the Bank'.when used in the Account Terms, shall mean JPMorgan Chase Bank, N.A., and any of its affiliates or subsidiaries, as applicable. References to the 'Customer'in the Account Terms mean the governmental,nonprofit,or business entity to which the Bank provides accounts and services. All accounts subject to the Account Terms are,regardless of their location,referred to in this document as Accounts'. The Account Terms may be supplemented or amended by existing or future agreements,terms and conditions,and notices. Including, but not limited to any terms contained in an account application,country addendum,signature card or similar document for an Account or arrangements regarding specific types of Accounts or services('Services')offered by the Bank,as described herein or which by their terms('Service Terns')are subject to the Account Terms. By signing the signature card, account application or similar document or by using or continuing to use any of the Accounts or Services,the Customer agrees to the Account Terms and such supplements, amendments,agreements,terms and conditions, notices or Service Terns,as applicable. The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation. which shall include jurisdiction specific provisions set forth in an account application or country-specific addendum for the jurisdiction in which the Accounts are held(codecdv*.'Account Documentation"). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service,or create any form of security interest over such rights and obligations or in an Account,without the prior written consent of the Bank. The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or regulation. Any provision of apptrcable law or regulation that cannot be varied shall supersede any conflicting lean of the Account Terms or Service Terms. t. Authorized Persons. t.7 The Bank is authorized to rely upon any document that Indicates the person authorized to act on behalf of the Customer(Authorized Person')with respect to the Accounts and Services,until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank,and the Bank has had a reasonable opportunity to act on the termination instruction. The Customer will provide specimen signatures of such Authorized Person to the Bank in the manner requested by the Bank. 1 2 Each Authorized Person, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open,operate and close Accounts;overdraw Accounts as permitted by the Bank;appoint and remove Authorized Persons;execute or otherwise agree to any form of agreement relating to the Accounts or Services,including, without firallation, Account Documentation. execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees,letters of credit or other financial transactions, or in relation to missing documents;draw, accept, endorse or discount checks,drafts.bids of exchange,notes and other financial instruments(Items"):receive materials related to security procedures;and give instructions(Instructions"),including,without limitation,requests and payment orders,by means other than the signing of an item. with respect to any Account transaction. Without limitation, such Instructions may be given singly or otherwise regarding: (Q the payment transfer or willidrawal of funds by wire, computer or other electronic means. or otherwise; (ii) money, credits, hems or properly at any time held by the Bank for account of the Customer,or(iii)any other transaction of the Customer with the Bank. 13 If the Customer provides the Bank with facsimile signature specimens,or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including, but not limited to, computer generated signatures)if the actual or purported facsimile signature,regardless of how or by whom affixed,resembles the spectmens filed with the Bank by the Customer,or resembles a specimen facsimile signature otherwise employed for the Customers benefit. 14 The Customer represents that, prior to submitting any document or information,including through any electronic transmission,which designates the persons authorized to act on the Customers behalf,including as a user of the Bank's electronic access systems,the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. 2 Instructions;Security Procedures. 2.t The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the issuance of an Instruction andfor by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers,encryption,call back procedures or similar security devices. It is;understood that such security procedure is designed to verify the authenticity of,and not to detect errors in,Instructions.The Customer agrees to safeguard such security procedure and to make it available only to authorized persons. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer. An authenticated SWIFT message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing or electronically by the Bank.as may be revised from time to time upon notice to the Customer. PN:683919 DOC ID:3 Page 9 of 56 2.2 The Bank is not obligated to confirm any Instructions. If the Customer,other than with respect to security procedures,chooses to confirm an Instruction,any confirmation must be clearly marked as such,and,if there is any discrepancy between an Instruction and a confirmation,the leans of the Instruction shall prevail. Subject to Section 6.6.the Bank may,at its option,use any means to confirm or clarify any request or Instruction,even if any agreed security procedure appears to have been followed. If the Bank Is not satisfied with any confirmation or clarification,h may decline to honor the Instruction. 3. Deposits. 3.1 All Items deposited or cashed are received for collection only,and are received subject to final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items.and deadlines to the extent permitted by applicable law or practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items In accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank is not responsible for actions taken by other banks,nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer agrees to use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. 3.2 Credits and deposits to an Account will be available in accordance with the Bank's availability policy and In accordance with applicable laws. if the Bank credits an Account:(t) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank,or(ii)in reliance on a transaction whicch is subsequently returned,reversed,set aside or revoked,or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer,or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges Incurred,even ff doing so creates or increases an overdraft. 3.3 If the Customer sends an Item to the Bank on a collection basis,the Bank may defer credit or payment for a reasonable time,in accordance with its practices,without dishonor,and the Bank shah not be obligated thereon until it has remitted final payment. 4. Payment of Items. 4.1 The Bank is authorized to pay any Item drawn on the Account,in accordance with the Bank's usual procedures,including,without limitation,any item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item Is presented,oodified or accepted,or at such earlier time that the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any lime between receiving such presentment or notice and the time of the return of the Item,and need make no more than one such determination. 4.2 The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of Issue,negotiation or endorsement or as to the disposition of proceeds,even if drawn,endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of that individuars obligations. 4.3 The Customer shall Immediately notify the Bank if ti becomes aware that any Items(whether completed or blank)are lost or stolen. The Customer shall not use its Account to allow any third party to issue checks or otherwise use the Account unless specifically agreed to In writing by the Bank. The Customer shall not issue Items that are post-dated,and the Bank shah not be liable for any damages caused by premature payment or certification of a post-dated Item. Further,the Customer shah not put any condition,restriction or legend on any Item,and the Bank is not required to comply with any such condition,restriction or legend. 4.4 The Bank may process any Item by electronic means. All Items the Customer draws against any Account must comply with the Bank's check specifications and Image standards, published from time to time. and industry standards. The Bank shall not be liable for damages or losses due to any delay or failure in procuring. collecting or paying Items not conforming to such specifications or standards,except to the extent such losses or damages are the result of the Bank's gross negligence or willful misconduct. 5. Funds Transfer Instructions. 5.1 The Customer may issue funds transfer Instructions against Accounts,subject to the Bank's acceptance. Funds transfer Instructions will be received,processed and transmitted only on the Bank's funds transfer business days,and within the Bank's established cut-off hours on such days. Communications requesting cancellation or amendment of payment orders must be received at a lime and in a manner affording the Bank a reasonable opportunity to act on the Communication. The Customer may reverse,amend, cancel or (evoke any Instructions only with the ount of each funds transfer instruction acoeptedtby the Bankof the Bank. and the Cuund the stomer auciarys thorizes the Bank tnk. The Bank will o debit the Account fit ft Account for or all fees associated with any funds transfer Instruction.Including debit and credit processing charges,or to otherwise deduct such fees frau the amount of the payment order. In processing the funds transfer,other banks may deduct fees from the payment order issued to them. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank In writing. The Bank shall not be required to Inquire into the circumstances of any transaction. PN:583919 DOC ID:3 Page 10 of 56 52 Notwithstanding any instructions by the Customer to the contrary,the Bank reserves the right to use any funds transfer system and any Intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable In the circumstances. 5.3 In connection with any funds transfer,the Bank and other financial Institutions may rely upon the Identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's bank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary. Accordingly, the Customer shall be responsible for the consequences of any inconsistency between the name and Identifying number,as instructed,of any party in such a funds transfer Instruction. 5.4 In accepting a funds transfer Instruction Issued in the Customer's name for payment in currency other than the currency of the Account, the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank's prevailing rate of exchange or as otherwise agreed. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is the beneficiary,the Bank may convert the funds to the currency of the Account at the Bank's applicable currency exchange rate and charge the Customer a fee for such currency conversion. In accepting a funds transfer instruction issued in the Customers name for payment to a receiving bank located outside of the United States. the Customer agrees that,subject to any restrictions under applicable law or regulations,the Bank may convert the funds to the local currency of the location of the receiving bank at the Bank's then prevailing rate of exchange. The Bank may deduct its fee for such conversion from the payment amount. Notwithstanding any prior action or course of dealing,subject to applicable law and regulations,the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and,the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 If the Customer elects to settle foreign exchange transactions by draft,the Customer acknowledges and agrees that in the event the draft is not presented for payment within one hundred eighty(180)calendar days from the date of issuance,the Bank,subject to any restrictions under applicable law or regulations. shall have the right to cancel the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then current rate and re-credit the Customer's Account. If the remitter is no longer a customer of the Bank,the Bank may,in its discretion,transfer balances to an unctakned moneys account,or Issue a cashiers check. sending it to the address of the Customer on the books and records of the Bank. In the event that the payee,holder or other third party claims against the Bank on a cancelled draft,the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses,including stop payment and periodic maintenance fees.may be charged to the Customers Account or otherwise deducted from the amount to be paid to the Customer. 5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including those transmitted by facsimile)funds transfer Instructions may,at the Bank's discretion,be verged by telephonic cap-back confirmation with an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. The Customer further agrees to be bound by such funds transfer Instructions,whether or not authorized,if issued in the name of the Customer using such security procedure. 6. Interest;Fees;Taxes. 6.1 The Bank may pay interest on certain interest-bearing Accounts at a rate determined by the Bank. The Bank may adjust interest paid (or principal.if permitted by law)and/or knpose any charges on time deposit Accounts or fixed term Accounts from which withdrawals are made prior to maturity. Early withdrawal charges may require a reduction in the principal amount if the amount of accrued and unpaid interest on the deposit is less than the charge. 6.2 The Bank may impose, charge, pass-through and modify fees and/or charges for Accounts and Services provided by the Bank. including,but not limped to,transaction,maintenance.balance-deficiency,and service fees and other charges,including those levied by any governmental authority and taxes(collectively'Fees'). The Customer will pay all Fees. The Bank may debit any Account for Fees.whether or not such debit may result in an overdraft of the Account. All payments to the Bank shall be in full,without set-off or counterclaim,and free of any deduction or withholdings related to any tax or other claim. 63 The Customer will pay or reimburse the Bank for any taxes,levies,knposts,deductions,charges,stamp,transaction and other duties and wkhhokMgs (together with any related interest. penalties, fines, and expenses) In connection with the Account or Services (including payments or receipts to an Account)except If Imposed on the overall net income of the Bank. The Customer will provide the Bank such documentation, declarations, codifications and information as the Bank may require in connection with taxation and warrants that such information is true and correct in every respect and shall immediately notify the Bank it any information requires updating or correction. 7 Account Statements. 7.1 The Bank will issue Account statements,confirmations,or advices('Account Statements)at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items which it receives or are made available to it by the Bank, and reporting any PN:583919 DOC ID:3 Page 11 of 56 Irregularities to the Bank in writing. Including any claim of Improper or unauthorized funds transfer activity. The Bank shall not be responsible for the Customers reliance on balance,transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mail notification of availability to the Customer,or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer,an image of an Item or information identifying the Item(Le.Item number.amount and date of payment)is a sufficient substitute for the actual Item. 8 Overdrafts. 8.1 The Bank may debit the Account even though the debit may bring about or increase an overdraft. Unless otherwise agreed in writing, any overdraft shall be Immediately due and payable by this Customer to the Bank. If the Bank permits an overdraft, the Bank is authorized to charge Interest on the amount of the overdraft as long as the overdraft is outstanding.at the rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the spec rate agreed in writing between the Customer and the Bank. Subject to applicable laws and regulations, interest shag remain applicable to any negative balance in the Account notwithstanding closure of the Account andfor termination of these Account Terms. Whether or not the Bank pays an Item that brings about or increases an overdraft.the Bank may deduct the applicable overdraft fees and expenses from the Account without notice. Unless agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft,notwithstanding any prior action or course of dealing. 82 When Items and other debits to the Account are presented to the Bank for payment on the same day and there are Insufficient available funds in the Account to pay all of these transactions,the Bank may choose the order in which it pays transactions,including, without limitation,the largest transaction fust or any other order determined by the Bank,in its sole discretion. 9 Set Off. The Bank may at any time,without prejudice to any other rights which it may have,and without prior notice or demand for payment, combine,consolidate or merge all or any of the Accounts of the Customer or may retain, appy or set off any money, deposits or balances held in,or standing to the credit of,arty Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shag be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank.M order to secure any and all obligations and liabilities of the Customer to the Bank. 10. Agents;Information. The Customer authorizes the Bank to retain an agent to perform data processing,collection and other services that the Bank considers necessary or desirable and to modify or terminate the Bank's arrangements with the Bank's agents at any time. The Customer agrees that requests,Instructions,and information with respect to Accounts.the Customer itself,or transactions to be disclosed in accordance with the Account Terms,may be transmitted across national boundaries and through networks,including networks owned and operated by third parties. The Customer authorizes the Bank to disclose the Customers Accounts and service agreements, in addition to Information with respect to any Account and Service,the Customer itself,or any transaction in which:(Q the disclosure,in the Bank's opinion, is necessary or desirable for the purpose of allowing the Bank to perform Its duties and to exercise its powers and rights hereunder,(il)the disclosure is to a proposed assignee of the rights of the Bank;(ill)the disclosure is to a branch,affiliate.subsidiary, employee or agent of the Bank or to Its auditors.regulators or legal advisers;(W)the disclosure Is to the auditors of the Customer;or(v) the disclosure is permitted or required by low, regardless of whether the disclosure is made in the country in which the Customer resides,in which the Account Is maintained,or in which the transaction is conducted. t 1 Liability Limitation;Force Majeure. It t The Bank,its agents,employees,officers and directors,shag not be gable for any damage, loss,expense or liability of any nature which the Customer may suffer or incur,except to the extent of direct losses or expenses attributable to the gross negligence or willful misconduct of the Bank,its agents,employees,officers or directors. The Bank,its agents,employees,officers and directors shag not. In any event, be liable for indirect, special,consequential or punitive loss or damage of any kind (including,but not limited to lost profits),whether or not foreseeable,even if the Bank,lis agents,employees,officers or directors have been advised of the likelihood of such loss or damage,and regardless of whether the claim for loss or damage is made In negligence.gross negligence,for breach of contract or otherwise;provided.however,that the foregoing shag not appy to the extent such loss or damage Is caused by fraud on the part of the Bank,its agents,employees,officers or directors. 112 Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the performance of its obligation resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint,war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent,or unavailability of a payment system,or any cause beyond its reasonable control. PN:5113919 DOC ID:3 page 12 of 56 12 Indemnity. The Customer agrees to indemnify and hold the Bank,and its agents,employees,officers and directors,hamdess from and against any and all claims.damages.demands,judgments, liabilities, losses.costs and expenses (including attorneys'fees)resulting directly or Indirectly from:(d)the Bank's acceptance or execution of any request or direction, including,without limitation. Items and Instructions issued in the name of an Authorized Person; or pl) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf,or for which the Bank has no responsibility under the Account Terms. 13 Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission(including but not limited to SWIFT communication),through Internet sites,or by such other means as the Customer and the Bank agree upon from time to time, at the address of the Customer on the books and records of the Bank. Unless otherwise arranged,all notices to the Bards must be sent to the Bank to the officer or service representative managing the Account.and must be sent by ordinary mad,by courier,by facsimile transmission,by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shell have a reasonable time to act on any notices received. 14 Termination. Unless otherwise agreed,either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than thirty(30)calendar days'prior written notice of intent to close or terminate. Notwithstanding the foregoing,either party may lemtinate an Account or a Service upon written notice to the other party in the event of: (I)a breach of the Account Terms or Service Terms by the other party;(i)the other party's inability to meet its debts as they become due,receivership,administration,liquidation,or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors,or anything analogous to the foregoing in any applicable jurisdiction,or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired;(iii)a determination by the terminating party,in its sole opinion,that termination is necessary or required by law or regulation,or as a result of a court or regulatory agency order or proceeding; or(iv)a good faith belief by the terminating party that the other party is engaged in activities that are Inconsistent with the terminating party's policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank may(but shall not be obliged to)complete all requests and instructions received by it prior to receipt of the termination request,in addition to any request or Instruction accepted on the day termination is to become effective. Notwithstanding anything to the contrary in any Service Terms,upon the dosing of an Account,ag Services linked to such Account are simultaneously terminated(unless otherwise specifically agreed to by the parties)and the Bank's obligations In respect of such Account or Services will terminate. However,any such dosing or termination shall not affect the Customer's liabilities to the Bank arising prior to,or on,such closing or termination,all of which shall continue in full force and effect. Interest on overdrafts as provided for in Section 6.1 of the Account Terms shall remain applicable to any negative balances on the Account after termination hereof. In the absence of Instructions from the Customer,the Bank may transfer balances to an unclaimed moneys account.or issue a cashier's check,sending it to the address of the Customer on the books and records of the Bank. 15. Account Disclosures. 15.1 The Bank may return or refuse to accept all or any part of a deposit or credit to an Account,at any time.and will not be liable to the Customer for doing so,even If such action causes outstanding Items to be dishonored and returned,or payment orders to be rejected. Refused deposits will be returned to the Customer. 15.2 The Bank may refuse to allow a withdrawal from any Account in certain cases Including,but not limited to,cases where:(i)there is a dispute about the Account(unless a court or other competent authority has ordered the Bank to allow the withdrawal); ("a)a legal garnishment or attachment is served,including,but not limited to, a levy, restraining notice or court order,(iu)the Account is being used as collateral to secure a debt;(iv)Account Documentation has not been presented:or(v)the Customer fails to pay a Bank loan or other debt or obligation to the Bank on time. 153 Any amount standing to the credit of any Account with the Bank is payable exclusively at the branch at which the Account is held; however,payment may be suspended from time to time in order to comply with any law,regulation,governmental decree or similar order. In any jurisdiction, for the time being affecting the Bank. its officers, employees. affiliates. agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States:(i)are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency;00 are subject to cross-border risks;and(til)have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 16 Governing Law. 16 1 The Account Terms,the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. PN:583919 DOC ID:3 Page 13 of 56 W.2 The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or counterclaim,of whatever type or nature,arising out of these Account Terms or the relationship established hereby. Any claim in connection with Accounts which are the subject of these Account Terms,unless a shorter period of lime is expressly provided,must be brought against the Bank within two(2)years of the occurrence of the cause of action,except as prohibited by applicable law. 16.3 In relation to each Account,the courts of the country or state in which the branch of the Bank at which the relevant Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terns,the relevant Account Documentation and/or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country or state with jurisdiction Including, to the extent allowed by law, concurrently in any number of countries or states. 17 Miscellaneous. 17.1 It the Account Terns,Account Documentation,including,without&nitation,Service Terms,are translated into,or appear in a language other than English,the English language version shag control. 17.2 The term Bank shall include any successors of the Bank including,without limitatlon,an assignee or successors of JPMorgan Chase Bank,NA or any aftifate or subsidiary of such bank or any person who,under the laws of the jurisdiction of incorporation or domicile. has assumed the rights and obligations of the Bank,affiliate or subsidiary hereunder or to which under such laws the same have been transferred. 173 Any terms of any supplement,amendment,agreement.Service Terms or notice that are inconsistent with a provision of the Account Terms shall supersede the Account Terms'provision for purposes of the particular account or Service which is the subject thereof. The Account Terms supersede and replace any other account conditions previously sent to the Customer. 174 Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal,Invalid, or unenforceable the validity of the remaining portions of the Account Terms shall not be affected. 17.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank will not be obligated to execute payment orders or effect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom the Bank k prohibited to do business by any law or regulation applicable.to the Bank In any.jurisdiction_.(incl ud ng without limitation, -aPjilicatile taws and iegulalions regarding persons or entities which may be subject to sanctions),or in any case where compliance would.It the Bank's opinion,conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons,the Bank may also take any other such action as is required under any law or regulation applicable to the Bank M any jurisdiction including, without Irritation, freezing or blocking of funds. Transaction screening may result in delays in the posting of such transactions andfor funds availability. 17.6 The Bank may change or update these Account Terms or impose other restrictions on the Accounts or Services,as the Bank deems necessary in the course of its business,at any time,by the sending of notice by means of ordinary mail or through electronic channels. Changes to the Account Terms which are required by law may be implemented immediately or as required by law. The Bards may waive any of these Account Terms.but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms or Account Documentation. Any such waiver shall not affect the Bank's right to enforce any of is rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and Is not sufficient to modify the terms and conditions of this Agreement. 17.7 To the extent that the Customer has or hereafter may acquire any Immunity(including sovereign,crown or similar immunity)from jurisdiction of any court,suit or legal process(whether from service of notice,injunction,attachment,execution or enforcement of any judgment or otherwise),the Customer Irrevocably waives and agrees not to claim such Immunity. 178 The Customer agrees at its sole expense:(I)to advise each of its employees,officers,agents or other persons accessing any Service by or on behalf of Customer('Users,)of their obligations under the Account Terms or under any Service Terms or ancillary Service material,including,but not limited to,the obligation to refrain from using the Service via the Internet in the countries Identified by the Be*and(it)to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer,incltxling, but not limited to, advising the Bank of the countries from which Users will access any Service via the Internet. Customer shall Promptly provide the Bank with a notice of any claims it receives regarding a Service. 17.9 The Bank or the Customer,at its sole discretion,may make recordings and retain such recordings of telephone conversations between the Customer and the Bank. 17 toAp payment Instructions.whether Items,payment orders or otherwise,are subject to applicable law and payment system rules. 17 11 The Bank may retain copies(paper,electronic or otherwise)of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in Neu of their paper equivalents for any PN:583919 DOC ID:3 Page 14 of 56 purpose and In any forum,venue or jurisdiction,including,without limitation,objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Ah intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright,patent,trademark and other intellectual property law. Except as provided herein,the Customer shall not reproduce, transmit,sell,display,distribute. establish any hyperlink to,provide access to,modify,or commercially exploit in whole or in part any part of a Service,without the prior written consent of the Bank. 17.13 To assist in the fight against the funding of terrorism and money laundering activities, applicable law or regulations may require financial institutions to obtain,verify,and record information that identifies each person who opens an account. What this means for the Customer. When the Customer opens an account, the Bank may ask for the Customer's name, address, date of birth (for Individuals),and/or other information and documents that will allow the Bank to Identify the Customer. The Customer agrees that the Bank also may request and obtain certain information from third parties regarding the Customer. For purposes of this provision,the Customer,to the extent required by law or regulation,shall include any signatory on an Account. It the Customer fails to provide or consent to the provision of any such information,the Bank may close any Account or discontinue providing any Service without further notice. 17.14 The Customer agrees that the Bank may deliver,make available and/or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including but not limited to by posting such terms on a Bank website). The Bank may request that the Customer`dict'its approval of such terms. Subject to applicable law and regulations,the Customer agrees that the ad of*clicking*its approval(or any similar act which has the some effect)with respect to any such terms will be evidence of Customers acceptance of the applicable terms and conditions,to the some extent,and with the same force and effect, as it Customer had manually executed a written version of such terms and conditions. 18. Disputes over Account Funds. The Bank may refuse to pay out any money from an Account until any dispute over the deposits or funds(including,without limitation, any dispute over what persons are authorized to represent or act for the Customer)has been resolved by a court,or by agreement of the parties that is documented to the Bank's satisfaction. The Bank may file an action in interpleader with respect to any money where the Bank has been notified of disputed claims to that money. It any person asserts that a dispute exists,the Bank is not required to determine whether that dispute has merit in order to refuse to pay funds or interplead the funds. The Customer agrees to reimburse the Bank for any expenses,including legal and attorneys'fees that the Bank incurs because of any dispute. 19. Provisional Recredit. In connection with any dispute regarding an Account,the Bank may choose to credit the Account pending completion of the Bank's Investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then,the Bank may reverse the provisional recredit to the Account,even it that reversal results In an overdraft. PN:683919 DOC ID:3 Page 15 of 56 .1f • • Certificate Regarding Accounts V 1.5 09 27 10 Instructions: Complete all relevant spaces with the requesled information as applicable to the type of organization. Obtain signature of certifying signer(s)at the conclusion of the Certificate. HEADING Customer Name: CITY OF ROUND ROCK ("Customer") Tax Identification Number. 746017465 ("Client Entity") Business Name: City of Round Rock ("Business") (Applicable o for Sole Proprietorship or business operating under an assumed name Jurisdiction of Organization: State of Texas Type of Organization ❑Corporation ❑Sole Proprietorship ❑Trust ❑Unincorporated Association (Check One) ❑Limited Liability Company ❑Partnership(including Limited Liability Partnership) ❑Business Trust(under Delaware or Massachusetts law only) ❑Joint Venture ®Governmental Entity(specify type): Municipality ❑Other. A. DESIGNATION OF DEPOSITORY. This Certificate Regarding Accounts(this"Certificate")is provided to any bank subsidiary of J.P. Morgan Chase ht.Co.(collectively."Bank")with respect to any and all deposit accounts, related products and all Treasury Services products or services,that Customer currently has or may open in the future with Bank(collectively.the"Accounts"). B. CERTIFICATION(as applicable to Type of Organization) 1. Corporation, Limited Liability Company, Partnership/LLP, Unincorporated Association, Business Trust. I am an officer. member, manager, director, or general partner(or person authorized to represent the member, manager, director or general partner),as applicable,of Customer. 1 certify to Bank that the governing body of Customer has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resokrlkins were adopted in accordance with all requirements of law and of Customer's organizational documents, have been entered kr the regular minute books of Customer. have not been rescinded,or modified,and are now in full force and effect. 2. Governmental Entity. I am either the custodian of the official records of Customer(the"Certifying Official"),or the public official authorized by law to establish and administer the financial accounts of Customer(the"Financial Officer"),and authorized to take all actions described in this Certificate. Bank has been designated a depository for funds of Customer in the manner required by applicable law. I certify to Bank that the governing body of Customer.N any, has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resolutions were adopted in accordance with all requirements of law and of Customer's organizing statutes,charter,by-laws. ordinances,or other applicable laws and documents,have been entered in the regular minute books of Customer,and are now in full force and effect. 3 Trust. (Other than a business trust)1 am(we are)all of the duly appointed and acting trustee(s)of the trust. I(we)certify to Bank that Customers trust agreement and all other governing documents authorize the trustees to take all actions and enter into all agreements described in this Certificate.and that such authorization is in accordance with all requirements of law now in full force and effect. 4. Joint Venture. We are all the joint venturers of Customer. We certify to Bank that the joint venturers of Customer have authorized all actions and agreements described in this Certificate,and that such authorization is now in full force and effect. PN:683919 DOC ID:4 Page 16 of 56 5 Sole Proprietor. I am the Customer,and 1 individually am the sole owner of the Business. The Business is not a corporation, partnership,limited liability company,or any other form of business entity.This Certificate constitutes a durable power of attorney appointing agents,each acting singly,to take any and all action authorized under this Certificate or any other document described in this Certificate.This power of attorney will survive my Incompetence.Incapacity,or disabitily. "Attorney-in-Fact"means any of the following listed persons,acting singly unless otherwise provided in this Certificate: C AUTHORIZATIONS(applicable to all Types of Organizations) 6 Account Opening. Each Account Manager is authorized to open one or more Accounts from We to time with Bank. "Account Manager"means each person hong an officer title with Customer. If Customer is a limited liability company or partnership,Account Manager'means any member, manager,general partner, or trustee(or authorized official of a member, manager, general partner, or trustee)of Customer. However,if any names or titles are listed in the following line, "Account Manager" means only the following listed persons: Cky Manager or Finance Director . If Customer is a sole proprietor, "Account Manager means only Customer individually(i.e., the owner of the Business) or an Attomey-in-Fact, if designated by Customer. If Customer Is a trust(other than a business trust).Account Manager"means only each individual trustee and each person authorized to act on behalf of any entity trustee of Customer. If Customer is a joint venture."Account Manager"means only each joint venturer and each person authorized to ad on behalf of the joint venture. If Customer is a governmental entity whose financial affairs are directed by a Financial Officer, Account Manager" means only the Financial Officer. If Customer is a governmental entity whose financial affairs are directed by a governmental body, Account Manager"means only the Certifying Official. Opening any Account will constitute Customers agreement to be bound by all of Bank's account terms, conditions, documents,and agreements(as they may be amended from tare to time)executed or delivered in connection with the Account. 7 Banking Services. "Authorized Person"means any Account Manager as designated above in Section C6. An Authorized Person may perform any or all of the functions listed below. Subject to any written agreement(and other forms applicable to the products and services), between Customer and Bank,any one Authorized Person is authorized to:(1)sign checks,drafts,notes,acceptances and other Instruments(collectively referred to as"Items");(2)take any action and/or give in Instructions in writing,verbally,electronically or otherwise, ("Instructlons") as provided in the account terms. United Stales addendum to account terms or other agreement between Customer and Bank; and (3) identify, implement and contract with Bank for cash management product and services relating to an Account and/or other general banking services for the benefit of Customer.including without limitation electronic funds transfer services,electronic information services, automated clearinghouse services.lockbox services,fraud prevention services, and automated sweep Investment services. Use of any such service will constitute Customer's agreement to Banks standard agreements applicable to the products or services requested. 8 Changes to Authorized Persons. The Secretary,any Assistant Secretary,or any Account Manager may instruct Bank to add,delete or otherwise make changes to Authorized Persons by a written notice to Bank("Change Notice"). The Change Notice should identify all changes to Authorized Persons,including persons added or deleted,certify the name,title,and signature of each additional Authorized Person,and set forth any limitations to the authority of Authorized Persons. 9. Deposits. Bank is authorized to accept for deposit, credit, collection, or any other purpose, items or electronic deposits payable to (1) Customer by any trade name or style used by Customer,or(2) any owner, shareholder,partner,member,manager, trustee,or venturer of Customer("Owner'),or(3)more than one Owner,either jointly or in the aitemative. All Items may be deposited to any Account with or without endorsement. 10 Continued Effectiveness. This Certificate will continue in full force and effect until Bank actually receives written notice from Customer revoking or modifying this certificate and Bank has had a reasonable opportunity to ad on it. Bank may conclusively presume that this Certificate Is in effect and that the persons identified from time to time as Account Managers or Authorized Persons by this Certificate.any signature card,or any Change Notice have been duly elected or appointed and continue to hold such positions. Customer releases Bards from any liability and will indemnify Bank against any loss,liability,or expense arising from Banks reliance on this Certificate or any other certification or instructions provided by the Secretary,any Assistant Secretary,or any Account Manager. D. ADDITIONAL PROVISIONS(Only applicable to Trust or Governmental Entity) 11. Delegation of Authority for Trusts. If Customer Is a trust(other than a business trust), each of the trustees expressly represents that the delegation of authority provided in this Certificate is for the ministerial act of executing Instruments payable by,providing instructions to.or making deposits in Bank with respect to trust assets in an Account,which are authorized by the trust instrument. Bank is entitled to rely on this representation in conducting any business relating to any Account of the trust. PN:583919 DOC ID:4 Page 17 of 56 12. Death,Resignation.or Inability of Trustee to Act. If Customer is a trust(other than a business trust)and any trustee dies.resigns,declines to serve,or Is unable to act as trustee, each surviving trustee or successor trustee Is obligated to notify Bank and to provide Bank with a new Certificate authorizing Bank to act on the order or instruction of any newly appointed trustee. 13. Authority of Governmental Entity. If Customer is a governmental entity and Bank at any time determines that Customer is not authorized,or may not be authorized. under applicable law or its organizational documents to open any Account or to engage In any transaction or purchase any services relating to the Accounts, Bank may demand conclusive evidence of Customer's authority.NoWAhstanding any agreement to the contrary,if Customer faits to provide conclusive evidence of Its authority upon demand,Bank may immediately and without prior notice terminate any Account or service provided to Customer, and Bank will not be Gable to Customer for any damages in connection with that termination. E CERTIFYING SIGNATURES 1. Applicable to all Types of Organizations EXCEPT Governmental Entity X X Certif ft Signature Ce "v Signature Print Name: Print Name. CapachYU *e Capecilyfrove E-Mail Address E-MailAddress Phone Number Phone Number Executed this _ day of PN:583919 DOC ID:4 Page 18 of 56 2. Applicable ONLY to Governmental Entity a)Certifying signer Is: Financial Officer ®Certifying Official X OKidars Signature Sara While Punted Name City Clerk Tile swhit Aroundrocktexas.gov _ 512-218-5400 _ E-Mail Address Plane Number For a Governmental Entity certified by a Financial Officer,the following must also be completed by an official other than the Financial Officer. I certify that the Financial Officer named above holds the office indicated in the foregoing Certificate, and is authorized by law to establish and administer the Accounts of Customer and to take all actions and enter into all agreements described in the foregoing Certificate. I further certdy that the signature set forth above is the Financial Officer's signature. X Offidars Signature Printed Name Tile E-Mail Address Plane Number Executed this day of PN:583919 DOC ID:4 Page 19 of 56 IN � I V1.6 10 24_11 Consolidated Service Terns J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank PN:578997 DOC ID:1 Page 3 of 46 f oil 1 f Welcome to JPMorgan Chase Bank, National Association ("J.P. Morgan", "Chase", or"Bank"). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ("Booklet") contains the terms and conditions for certain cash management services ("Service Terms") J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document. or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. Part 1 includes Treasury Services Service Terms applicable to all Commercial Banking customers. Part II includes Service Terms for additional services that the Bank may provide to you. Part III includes Service Terms applicable for Liquidity Solution services which the Bank may provide to you. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. We look forward to serving your business needs and thank you again for choosing Chase. 1. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination..................................................................................................................3 B. ACH Debit Block and Transaction Review..........................................................................5 C. USD Funds Transfer...........................................................................................................6 D. USD Funds Transfer By Check...........................................................................................6 E. Lockbox..............................................................................................................................7 F. Coin& Currency..................................................................................................................8 G. Positive Pay, Reverse Positive Pay& Payee Verification....................................................9 H. Controlled Disbursement................................................................................................... 10 1. Image Cash Letter............................................................................................................ 11 J. Check Printing. ................................................................................................................. 12 K. Telephone Tax Payment................................................................................................... 13 L. Client Access.................................................................................................................... 14 Il. ADDITIONAL SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. Multicurrency Deposits&Collections................................................................................. 18 S. International Cash Letter....................................................................................................20 C. Foreign Exchange Payment...............................................................................................22 III. LIQUIDITY SOLUTION SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. US Cash Concentration Service Terms (Single Entity)......................................................23 B. US Cash Concentration Service Terms(Multi Entity)....................................................... 24 C. Cross-Border(U.S./U.K.) Concentration Service Terms (Single Entity).............................25 D. Cross-Border(U.S./U.K.)Concentration Service Terms (Multi Entity) ..............................26 PN:678997 DOC ID:1 Page 4 of 46 � ( i The services described herein(each a"Service')are subject to the Bank's Account Terms(as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms,unless otherwise defined herein,shall have the meanings set forth in the Account Terms BookletPart 1:Service Ternis—Consolidated Service Ternis A. ACH Origination The Automated Clearing House(ACH)is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines(collectively the'Rulesl of the National Automated Clearing House Association. Capitalized terms used In this subpart,unless otherwise defined In this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as In effect from time to time.including without limitation.the provision making payment of a Credit Entry by an ROFI to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received,the RDFT will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry. 1. Service. The Bank provides ACH origination Services that will enable the Customer to do one or more of the following:(1)originate ACH Debit Entries:(2)originate ACH Credit Entries;and(3)issue paper drafts in lieu of ACH Debit Entries('Drafts'). In conjunction with originating Entries or Drafts,the Customer may instruct the Bank to issue or transmit pre-notifications.requests for reversal or return,notifications of change or other information pertaining to the Entries. Origination of ACH credit Entries and origination of ACH Debit Entries(or Drafts)are two separate Services and approval or setup of one ACH Service does not automatically create the ability to utilize the other. It is the Customers responsibility to provide Entries and instructions to the Bank with all the necessary Information to complete the Customers requested transactions. The Bank may reject or delay processing transactions or information If instructions are not complete or are inaccurate,contain an inactive Company ID or otherwise do not most the criteria the Bank specifies for acceptance. All instructions to.the Bank must be received by the Bank before the Bank's established cutoff time in order for processing to commence on that ACH processing day. Any instruction that is incomplete or that the Bank finishes receiving after the relevant cutoff time will be processed by the Bank on the next day the Bank processes ACH transactions. All transactions are subject to acceptance by the Bank. The Bank will notify the Customer of any transactions or other transmissions that are rejected or returned. If the Customer wants the Bank to reprocess those transactions or transmissions,the Customer must correct them and resubmit them. The Customer agrees to furnish the Bank with copies of any authorizations or notifications,if requested. 2. Security and Data Protection Procedures; Examination. If the Bank follows agreed upon security procedures, the Bank may process and transmit transactions or information in the Customers name. Unless the Customer and the Bank otherwise agree, transmissions to the Bank will be authenticated and/or encrypted using commercially reasonable security technologies meeting standards acceptable to the Bank. If the Customer uses a security procedure other than as described In the preceding sentence,the Customer acknowledges that the Customer chose such other security procedure after the Bank offered,and the Customer declined. the option of authenticating or encrypting and the Customer agrees to be bound by any transaction,whether or not authorized,issued In the Customers name and accepted by the Bank in compliance with the security procedure the Customer chose. If the Customer elects not to utilize recommended message authentication and/or encryption technology,the Customer assumes all responsibility for unauthorized disclosure or unauthorized access to the Customers data that occurs during transmission or while such data is In storage. The Customer shall provide the Bank with ongoing access,at Bank's request,to all Originators'files. Further,upon notice from Bank. the Customer shall provide such auditors and other Bank personnel as Bank may, from time to time, designate in writing with reasonable access at an reasonable times to the Customers facilities.data and records relating to the initiation of Entries for the purpose of performing audits to verify the Customers compliance with these Service Terms and the Rules. The Customer shall provide,and shall cause its subcontractors to provide,such auditors and personnel any assistance that they may reasonably require. 3. Settlement and Exposure Limits. Subject to this subpart,on the settlement date,the Bank will credit the Customers account with the Bank that the Customer specifies for the total of(1)the Customers debit Entries that the Bank processed for settlement that day;(2) drafts issued for deposit to the Customers account on that day.and(3)any returned or reversed Credit Entries. The Bank may delay the availability of funds deposited Into the Customers account by debit Entry or draft unfit those transactions cannot be reversed in accordance with the Rules or applicable law. PN:578997 DOC ID:1 Page 5 of 46 • IRIS The Bank wig debit the Customer's Account with the Bank that the Customer specifies for the total of credit Entries processed in the Customers name and for any returned Debit Entries and Drafts. The Bank may require the Customer to pay the Bank the amount of any credit Entries on the date of transmission to the Bank or otherwise prior to the settlement date. The Bank also may require the Customer to maintain collateral with the Bank in an amount the Bank specifies. The Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of credit Entries and/or debit Entries and Drafts that the Bank will release on the Customers behalf. The Bank may change or cancel the limits at any time without prior notice to the Customer,although the Bank will try to notify the Customer before the Bank does that. 4. Warranties; Indemnity. Except as specified below,the Customer will be deemed to make the same warranties to the Bank as the Bank makes pursuant to the Rules.In the case of an Entry originated to another account with the Bank,warranties will be deemed to be given as of the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data the Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and acknowledges that each Entry and Draft it originates will comply with all applicable U.S.laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States. The Customer agrees to indemnify the Bank and the Bank's employees,officers,directors and agents and hold all of them harmless from and against any and all claims,demands,losses,liabilities or expenses(including attorneys'fees and costs)resulting directly or Indirectly from(1)the Customers breach of any warranty made under this section and(2)compliance by Bank and the RDFI with any request the Customer makes for a cancellation,stop payment,reversal or recall of any Entry. S. Stop Payments; Reversals and Recalls. Customers instruction to cancel,stop payment of,reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Entries or other instructions may not be amended or modified. 6. Third-Party Service Providers. The Customer may choose to use a third-party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on the Customers behalf. If the Bank accepts such Entries or other instructions,the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customers provider,and the Customer is responsible for all costs and expenses of the Customers provider. 7. Third-Party Sender. If the Customer is a Third-Party Sender,as such term is hereafter defined,(a)the Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules;(b)in any case where the Originator fags to perform its obligations under the Rules as an Originator,the Customer shag indemnify,defend and hold the Bank harmless from and against any and all claims,demands,losses,liabilities and expenses.including attorneys'fees and costs. that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c)the Customer agrees to cooperate with the Bank regarding any request for information concerning the identity of any Originator,and(d)the Customer represents,warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates,contravenes or is inconsistent with any of the terms,conditions or provisions of any agreement,understanding or arrangement between the Customer and the Originator. Further,the Bank will rely on the Customer to evaluate the legitimacy of the Originators and their transactions originated by the Customer and for ensuring that instructions do not involve illegal activities. The Customer hereby represents and warrants to Bank that Customer(a) conducts due diligence on each Originator for which the Customer is initiating Entries in accordance with'Know Your Customer'policies and procedures maintained by Customer that provide for the gathering of Information relating to the originators principal business activities and geographic location and verification that the Originator is operating a legitimate business and(b)regularly monitors its Originators transactions for suspicious activities. Upon request by the Bank, the Customer shag promptly provide to the Bank Customers written due diligence policies and procedures and results of monitoring activities. The Customer must notify the Bank immediately if the Customer suspects or becomes aware of any activity or transaction of an Originator that the Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted,in part or whole,for the purpose of disguising the source of funds. The Bank will be entitled at any time upon notice to the Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf the Customer is originating Entries lf the Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator of if the Bank becomes aware of any information indicating suspicious,fraudulent or illegal activity related to such Originator or for any other reason. Customer shall provide the Bank with ongoing access,at Bank's request. to all Originators' files. Further, upon notice from the Bank, the Customer shag provide such auditors and other Bank personnel as the Bank may,from time to time,designate in writing with reasonable access at all reasonable times to the Customers facilities.data and records relating to the initiation of Entries for the purpose of performing audits to verify the Customers compliance with this section.As used herein,'Third-Party Sender'shall mean a person who is not an Originator,who has authorized an ODFI or another Third-Party Sender to transmit,for the account of the Third-Party Sender or another Third-Party Sender,(I)a credit entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Originator to the Receiver.or pi)a debit entry to the account of a Receiver,or if the Receiver is also the RDFI,to such Receiver,in order to effect a payment from the Receiver to the Originator. 8. IAT Entries. It Customer is originating Entries that are required to be formatted under the Rules as IAT Entries,Customer will comply with all applicable Rules relating thereto,and Customer will originate such Entries only through one of Bank's ACH origination channels PN:578997 DOC ID:1 Page 6 of 46 NUN that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries;upon request,the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate,and accepts the risk of such fluctuation,including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns and/or reversals will be credited to Customer's account in the currency In which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States,the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws.regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or ROFI's review of such Entries for OFAC compliance. f=urther.Customer understands and acknowledges that unlike PPD Credit Entries,there Is no requirement under the Rules that IAT Credit Entries that are made available to an RDFT by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement Date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the entry,but funds are not required to be available at opening of business on the Settlement Date. B. ACH Debit Block & ACH Transaction Review ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted to the Customers account with the Bank and to instruct the Bank to return some or all of these transactions. 1. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company/Batch Header Record. The Company ID Number will be the sole criterion for blocking Debit Entries(unless Customer has also set maximum dollar limits)and Bank will have no obligation to take any other steps to determine the Identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The Customer understands that Company ID Numbers are not unique and that a Company ID Number may Identify more than one Originator and one Originator may have multiple Company ID Numbers. The Customer understands that Company ID Numbers are not a perfect filter and that transactions from Originators may be blocked or allowed 9 the Originator uses a Company ID Number other than the one Customer identifies. The Bank will not be responsible for transactions blocked or allowed In accordance with the instructions the Customer provides for the Company ID Number. (c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH-related debits will not be blocked: • debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank; • reversals of previously received ACH credit Entries; • returns or reversals by the ROM of ACH Debit Entries originated by the Customer through the Bank; • Reclamation Entries; • debits to the Customees account initialed by the Bonk or Bank's agent to correct processing errors,effect back valuations. make other adjustments or for fees,charges or other amounts the Customer owes the Bank;and • debits to the Customers account that the Bank posts pursuant to its internal procedures in order to comply with applicable law. regulations or payment system rules or guidance. 2. ACH Transaction Review: (a) The Customer shall use filler criteria available through the service to select the types or categories of incoming ACH debit and/or credit transactions to be reviewed or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. Ib► Based upon the filler criteria selected by the Customer.ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to PN:578997 DOC ID:1 Page 7 of 46 • the Customer's account. The details provided by the Bank for each Entry will include account number,dollar amount,company ID,receivers name,standard entry class code and settlement date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on the same day as transaction Information is made available for those transactions,if any,that are unauthorized and that the Customer wishes to return. The Bank is entitled to rely on any instructions that it receives and that it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted. td) The following types of ACH transactions will not be made available for the Customer's review and decisioning: • debits or credits to the Customer's account to offset any ACH Entries originated by the Customer through the Bank; • reversals of previously received ACH Entries; • returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; • Reclamation Entries; • debits or credits to the Customers account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations,make other adjustments,or to comply with legal requirements or for fees or charges the Customer owes the Bank; and • if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. ie► Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen it(1) there are insufficient funds in the Customers account to cover the amount of an ACH debit or other charge.(it)a stop payment was previously placed on the transaction or(IQ the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank;these include ACH debits or credits to the Customers account that the Bank posts pursuant to its internal procedures in order to comply with applicable law,regulations or payment system rules or guidance. C. U.S. Funds Transfer J.P.Morgan's Funds Transfer Service enables the electronic transfer and settlement of funds between the Customer and a beneficiary of the payment to destinations around the world. Customers use USD funds transfer services(as opposed to checks or ACH payment services) when they seek same-day settlement with intraday finality and irrevocability of payments. 1. Service. The Customer may issue payment orders against its accounts with the Bank by means of SWIFT,electronically,by telephone or by such other method as the Customer and the Bank may agree upon. All funds transfer instructions sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. The Bank will determine the order in which it processes payment orders. If the Customers payment order bears the codeword'PRIORITY*or*TIMED'in such field as the Bank specifies,the Bank will use reasonable efforts to move such payment order to the front of the Bank's processing queue, and such payment shall be handled in accordance with the Bank's procedures for processing such payments 2. Security Procedures. AN payment orders and communications requesting amendment of payment orders issued in the Customers name are subject to verification by the Bank in accordance with the security procedures agreed upon between the Customer and the Bank. Such security procedures may be set forth in written agreements between the Customer and the Bank. 3. Advices. The Customer may subscribe to Bank services for the delivery of account-related activity and information('Advices"),to a party designated by the Customer,including but not limited to information relating to credits and debits to a Customer account.and the return or rejection of certain payments. Advices may be sent via SWIFT or to devices capable of receiving text messages,such as alphanumeric pagers and cellular phones,or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including but not limited to the address and/or telephone number of the recipient and,it applicable,the messaging components and conditions that will trigger the transmission of the Advices. 4. Processing. The Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. The Bank and other financial institutions may rely upon the identifying number of the beneficiary,the beneficiary's bank or any intermediary bank Included in the funds transfer. Also,the beneficiary's bank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary. S. Same-Day Amendment and Cancellation Service. The Customer may subscribe to a service to enable same-day amendment and cancellation of payment orders. Once the Bank has expressly approved the customers use of the service, all cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. PN:578997 DOC ID:1 Page 8 of 46 6. Reference Patten Search. The Customer may subscribe to a service to enable the Customer to instruct the Bank to repair information on Incoming and outgoing payment orders, and to perform additional services related to beneficiary deduction services. The Customer shag comply with such formatting requirements specified by the Bank in connection with such services. In connection with beneficiary deduction services,the Customer represents and warrants that it has obtained all necessary authorizations to enable the Bank to deduct transaction charges from the funds transfer amount payable to the beneficiary. D. U.S. Funds Transfer by Check J.P.Morgan's U.S.Funds Transfer by Check Service allows the Customer to instruct the Bank(as the Customer's agent)to draw U.S.dollar checks('Disbursement Checks)payable to the order of payees and in amounts designated by the Customer for distribution. I. Requests for Disbursement Checks. AN requests for Disbursement Checks must be transmitted to the Bank via authenticated SWIFT transmission,or one of the Bank's proprietary access mechanisms.The Customer shall transmit the requests in such format as the Bank specifies from time to time.The Bank may(but shag have no obligation to)process requests that do not conform to these Service Terms and may impose additional fees for such processing. 2. Issuance. Unless the Customer specifies a future Issuance date In the Customer's request,each Disbursement Check will be issued within one banking day of the day on which the Bank receives the issuance request. The Bank wig not honor requests to draw Disbursement Checks to any person or entity with whom or with which the Bank Is prohibited to do business by law or regulation,or in any case where compliance would.in the Bank's judgment,conflict with applicable law or good banking practice.Disbursement Checks wig be signed by the Bank on the Customer's behalf substantially as follows: Drawer. [Customer Name] By: JPMorgan Chase Bank,N.A.as Agent for the Above-Named Drawer As of the day a Disbursement Check is issued,the Bank will debit the Customer's designated demand deposit account in the amount of the issuance instruction. 3. Stop Payments Orders. The Customer may issue a stop payment order in respect of any Disbursement Check only by a message sent via authenticated SWIFT to a Bank location to be designated by the Bank and In the format designated by the Bank from time to --time.-Any stop payment order must indude the reference-numberassigned by the Bank to4he'Customees requesffoe the issuance of such Disbursement Check. The Customer shag pay a service fee for each stop payment order in the amount then in effect at such time the Customer Issues the stop payment request. E. Lockbox Lockbox is a remittance processing Service offered to Customers to support their accounts receivables business needs.Through this service, the Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. I. Service. The Bank will maintain the Post Office Box for the Customers remittances and will have unrestricted and exclusive access to the Post Office Box while providing the lockbox Service. Customers requiring Caller Service or Business Reply Mag Service for remittance collection must obtain prior approval from the Bank. Upon approval,the Customer will secure such services directly with the United States Postal Service(the'USPS')and ensure the Bank is authorized to collect the mail The Bank shag not be responsible for delays in processing due to the Customers failure to pay the USPS for such services or any other action taken or not taken by USPS. The Bank may direct clients to include specific codes or formals within their assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring their customers'remittances are properly addressed in order to prevent delays in Processing. 2. Deposit; Endorsement. The Bank will coped all mail delivered to the designated Post Office Box,and will open the mail,process the checks eligible for this service(the*Items,)and credit the funds to the Customer account or process for collection the Items received, except: i)Items which the Customer has instructed the Bank in wring%and the Bank has agreed not to process;il)Items which the Bank believes should receive the Customers special attention;iii)Rams for which the Customer is not the payee,unless the Customer has Provided proper authorization to process for credit or collection of such Items;and iv)any other matter or merchandise received. The Bank wig not process such excepted Items or other matters or merchandise.but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing.The Bank will process credit card payments as point of sale transactions,obtaining authorization as required by applicable card rules;provided,however,the Bank will not Place Phone calls for authorization of referrals or process credit transactions. The Bank shell not be deemed a merchant processor and shall not be Nablo for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as PN:578997 DOC ID:1 Page 9 of 46 • • Iasi Iff provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on an Items processed by the Bank. 3. Differing Amounts. if the amount of an Item written in words and figures differ,the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures.and the Customer has requested,and the Bank has agreed,to process such Item for the amount written in figures,the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures,the Customer indemnifies the Bank for any claim which may arise from that action. 4. Foreign Items. a. Canadian Item Processing. Unless the Bank has agreed otherwise,the Bank will submit both U.S. Dollar and Canadian Dollar Canadian items for processing through correspondent banks in Canada. The Customer must maintain an adequate line of credit to cover the total value of all outstanding Canadian Items in order to avoid Canadian items being processed for Collection. The Bank assumes no liability for delays in processing due to an insufficient credit Ins. Additional fees may apply for items handled through Collection. Canadian Dollar checks drawn on banks in Canada will be deposited to the Account unless otherwise agreed to by the Bank and the Bank will subsequently make any adjustments to the Account for the currency difference and the currency exchange rate fee.The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's collection policies as amended from time to time,less all fees and charges.The Customer bears all risk of any fluctuation in currency exchange rates. b. All Other Foreign Items. Unless the Bank has agreed otherwise,the Bank will process for collection any foreign Items received,in accordance with the Bank's usual collection procedures for such Items. The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's collection policies as amended from time to time,less all fees and charges. The Customer bears all risk of any fluctuation in currency exchange rates. 5. Returned Items; Re-presentment. If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account,the Bank will charge back that Item,together with any fees or other amounts allowed on such claims or for returned Items,against the Customer Account,regardless of whether such debit causes an overdraft to the Customer Account. If, however,the Bank has been instructed in writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpaid for reasons other than account dosed,the Bank may do so automatically and without notice to the Customer,and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re-presentment. 6. Security for Imaged Items. The Bank has specked Security Procedures for receiving and accessing Imaged Items,Imaged Documents and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any Images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once a CD-ROM Is received,or it has accessed images by any Delivery Media,persons having access to the Customer's computers and Image archives may have access to the Imaged Items,Imaged Documents and lockbox transaction data. . 7. Image Option. If the Customer elects and this image option is available at the designated Bank processing location,the Bank will provide images of the Items("imaged Items")received together with images of related documents("Imaged Documents"),through the media("Defnrery Media")and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material,including user guides,software licenses and other terms in connection with the selection of this option. 8. Original Documents;Image Storage. Unless the Bank has agreed otherwise,the Bank will image all Items and associated remittances and retain original documents on site for no longer than 14 days. All original documents will be destroyed 14 days after processing. if the Customer uses the Bank's Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days. The Bank will store Imaged Items for a period of seven(7)years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer.If the Customer elects storage of Imaged Documents,the Bank will store Imaged Documents for a period of thirty(30)days(Short Tenn Storage)to ten(10)years(Long Term Storage)from the processing date of the applicable transaction.,per the Customer's selection If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer via dally Direct Image Transmission. 9. Accuracy;Legibility. The information delivered to the Customer through the Delivery Media will be the some as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors,those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank,and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 10. Disclosures. As between the Customer and the Customer's clients,if applicable,certain payments collected hereunder may be subject to various cut-off times and payment deadlines(the'Disclosures"). The Customer acknowledges and agrees that the Bards has no duty to inquire as to the content of any such Disclosures, is not bound by them,and makes no representations or warranties,explicitly or implicitly,regarding same. The Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customers clients. PN:578997 DOC ID:1 Page 10 of 46 • F. Coin & Currency Coin and Currency Services,also referred to as Cash Vault Services,provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network,Customers can place orders for currency,make deposits 24/7 and track activity by location through electronic reporting options. 1. Cash Orders. The Customer may issue written Instructions for the Bank to deliver coin and currency to an armored courier service as designated by the Customer(the"Courier)in accordance with the Bank's guidelines rCash Order").The Customer acknowledges that orders for cash can be transmitted to the Bank only during such time as set forth in the Cash Order. The Bank is authorized to debit the Customers designated account for the amount set forth in the Cash Order(the"Cash*). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order dkectly at one of its branch locations by issuing a check to debit the Customers account at the Bank or as a"cash for cash"exchange. The Bank and the Customer may agree to a Omit on the amount of Cash that may be delivered pursuant to a Cash Order("Cash Limo*). 2. Cancellations and Amendments. A Cash Order may be cancelled by the Customer orally,telephonically,electronically or in writing by a person the Bank reasonably believes to be authorized to act for the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier ("Cancellation). A Cash Order may only be amended orally or telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result In duplicate Cash being delivered or other error,at the sole risk of the Customer. 3. Notice of Rejection/Execution. If the Bank rejects a Cash Order request,it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless,within three(3)business days after receipt of notification of the execution of a Cash Order,the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer,the Bank shall not be liable for executing the Cash Order as notified,including any loss of interest. 4. Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone,or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location(collectively,"Codes*). The Customer agrees that:(a)use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer("Securlty Procedure");and(b)the Customer is bound by any Cash Order,the authenticity of which is verified as being that of the Customer by the Bank using the Security Procedure; and any Cancellation. The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not Intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank.except as set forth in these Service Terns or In a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer Is making a"cash for cash"exchange or issuing a check to debit the Customers account at the Bank. S. Courier Service. The Customer may deliver and pick up shipments of cash or checks to or from the Bank by using the services of a courier that has been authorized by the Bank,who will act solely as the Customers agent.The courier must comply with the Bank's guidelines,as amended from time to time,and must maintain all licenses and permits required by law in addition to adequate insurance to cover its labilities in providing courier services.The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customers couriers, Customer is responsible for any individual's actions while at the Banks facilities including theft.properly damage,intentional crimes and any other act or omission even If such actions would be considered outside the scope of their employment and whether the Individual Is impersonating an employee of the courier if the Bank has followed Its customary procedures for identifying the individual. 6. Deposit Presentment and Processing. With regard to deposits delivered to one of the Bank's vault areas,the Customer must deliver deposits in seated tamper-proof plastic security deposit bags that most the standards described in the Bank's guidelines and contain only cash,coin and checks.The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customers authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location,the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag,nor Is any telephonic of other acknowledgment of a deposit. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location,the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount Indicated in the Customers deposit slip.This receipt is not an acknowledgment of the contents of any bag. (c) Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank's unattended facilities(including but not limited to a night depository or commercial ATM),the Bank may provide the Customer with an access device(such as a key or card that may require a personal identification number('PIN'). The Customer must return all access devices to the Bank upon request.We will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt iron an unattended facility,the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag.While the Customer or the Customers Carrier is physically present at one of the Bank's unattended factilties, PN:578997 DOC ID:1 Page 11 of 46 the Customer Is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. 7. Discrepancies. Ali deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer or the receipt provided to the Customer or its Courier upon initial presentment,the count will be recounted.The Bank's determination and records as to its receipt of any bag and as to the contents of any bag Is conclusive and binding on the Customer,and the Bank may correct any credit made to the Customees account.The Bank will nodly the Customer's representative designated in the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin difference is identified, contact Cash Services Customer Support at 888472-0517 to request a Cash Order Claim Form. The completed form and proper documentation must be postmarked within 48 hours of receipt of the Cash Order. Any claims postmarked after the 48-hour period will be denied and Customer will have no right to request or receive an adjustment after such Cane period. 8. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account as provided in these terms, the Bank is not responsible for any authorized contents or the value of any such authorized contents based upon any deposit ticket Included with the bag. 9. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities,including risks of theft,robbery and personal Injury;the Bank is not responsible if a facility fails to operate property in any way.Including failing to open,close,lock or unlock. it Is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly.The Bank will not be liable to the Customer If any unattended facility.tele-entry or online system is dosed or otherwise unavailable for use at any time. G. Positive Pay, Reverse Positive Pay and Payee Verification Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies between checks presented to the Bank for payment and those checks Issued by Customers.With Positive Pay,the Customer sends check issuance information to the Bank and the Bank compares such information to checks being presented for payment.With Reverse Positive Pay.the Bank sends the Customer information on checks being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on checks being presented. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the some Account. 1. Issuance Information. The following Information is defined as"Issuance Information'for each Item: 1)Account number;1)Item serial number,III)dollar amount;iv)issue date(for Positive Pay and Payee Verification only];and v)the payee name[for Payee Verification only]. For Positive Pay and Payee Verification,the Customer will provide the Bank the Issuance Information by the Banking Day on which the Customer issues Items,by means of a mutually agreed upon transmission method the Issuance Information.The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay. the Bank will send the Customer the Issuance Information and the Customer will compare such Information with the checks they have issued. 2. Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance information or containing information different from the Issuance Information for that Item,the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment("Presentment Decision"). In the event that the Customer fails to timely Inform the Bank about any Item for whtch a Presentment Decision is requested,as required above,the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment;the Customer shall advise the Bank by means of a mutually agreed upon method by the designated tone on that some Banking Day whether any such Item Is authorized for payment;and In the event that the Customer fags to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any instructions that it receives and reasonably believes to be genuine. 3. Payee Verification Additional Terns. For Payee Verification.Customer acknowledges that Items that have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name Information will not be compared 10 the Issuance Information for Items that have been converted to ACH transactions. If the Customer fails to provide the Issuance Information in the file format required by the Bank,the Bank will not be gable for not detecting any discrepancy between the Item and the Issuance Information or for processing such item.The Bank reserves the right to set a threshold amount for items(as may be revised by the Bank from time to time)to be reviewed under the Payee Verification(the'Threshold Amount').The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customers Account;however, the Customer will not be liable for such Items If the discrepancy would have otherwise been detected under this Service.With regard to payee name comparison, the Bank will compare the payee name provided in the Issuance Information to the payee lines in the namsfaddress block Identified on the Item presented as provided for in the Bank's setup requirements and will be limited to those parameters specifically agreed to by the Customer and Bank. PN:578997 DOC ID:1 Page 12 of 46 4. Voided Items. The Customer agrees to place a void on an Item In the Issuance Information only with respect to Items that are not in circulation. If the Customer wards to stop pay on a check that has been issued,the Customer Is required to issue any Stop Payment request pursuant to the Bank's Account Terms,outside of time services. 5. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards;in no event shall the Bank be obligated to Inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terns, in Neu of signature examination,will constitute the exercise of good faith and ordinary care by the Bank In handling Items presented for payment against the Account. 6. Over the Counter Presentment. The Bank may,without liability to the Customer,refuse to pay any Item presented for encashment at any of the Bank's branch locations. If an Item is presented for encashment at one of the Bank's branch locations at the teller One,the Customer authorizes the Bank to pay such Item based upon the Positive Pay Information at the teller One. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. H. Controlled Disbursements Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over Idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 1. Controlled Disbursement Account. Each Controlled Disbursement Account, except as set forth herein, shall be opened and maintained in accordance with the Bank's Account Documentation. Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account,that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Cuslomer assumes the risk that Items presented against the Controlled Disbursement Account may be forged or altered,to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services. 2. Payment of Items. Bank, on each banking day,will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment,on that day,to the Bank by a Federal Reserve Bank or another depository Institution pursuant to a same-day settlement arrangement. Bank will honor checks or drafts(9tems")which are properly payable,but shall have no obligation to pay any Item should sufficient immedlately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Temps and the Account Documentation. 3. Over-the-Counter Presentment. Bank may,without liability to Customer,refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution(the "Funding Account'. Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. Al funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain suficlent available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account,and the Bank shall have no obligation to transfer funds,process Items for payment or complete any funds transfers unless there are sutident available funds in the Funding Account The Bank is authorized to debit the Funding Account for any obligations owed directly or Indirectly on the Controlled Disbursement Account.The Bank shall not be lable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer's Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if It fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the deterioration of the financial condition of the Customer,as datemdned In the Bank's sole discretion.the Bank may immediately terminate the Service,any Service feature,and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit account without prior notice to the Customer. I. Image Cash Letter PN:578997 DOC ID:1 Page 13 of 46 NINE The Image Cash Letter Service allows the Customer to make certain deposits electronically by using a capture device to create an electronic image of a paper check and transmit it and related data to the Bank. As part of the Service,the Customer must use software and hardware provided by or acceptable to the Bank. 1. Transmission and Processing. The Customer shall provide through its own methods or devices the captured check Images and check data, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the Transmissions*)in the format and specifications required by the Bank's File Standards and within the cutoff times provided by the Bank. The Customer authorizes the Bank to process the Transmissions as Substitute Checks,Electronic Images or Photos in Lieu,as may be applicable for further clearing through or with any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer has chosen to have items processed as ACH transactions,the Bank will convert eligible items to ARC or POP entries,as defined and provided for in the ACH Origination Service Terns.The Customer agrees that it is solely responsible for the creation and sending of these Transmissions to the Bank.If any Transmission(including any source document for purposes of these Service Terris) does not meet the Bank's or any transferee's standard requirements for processing,the Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing,(b)process the Transmission as sent from the Customer,(c)process the Items as photocopies in lieu of the originals or(d) repair or attempt to repair the Transmission for further processing. 2. Image Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received when the entire file has been written onto the Bank's system and made available for the Bank to validate.Based upon the size of the Transmission file,there may be a significant delay between the tkne Customer begins to send the file and the completion of the transfer as stated above. As a result,the Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 3. Customer Responsibility. The Customer shall be solely responsible ff arty Transmission for which the Customer has been given provisional credit Is returned or reversed, and neither the Bank nor its subcontractors shall be liable or responsible for same. The Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder.(a)may be received prior to final posting and confirmation and is subject to correction and(b) Is for informational purposes only and may not be relied upon. The Customer agrees that the Bank shall have no liability for the content of payment-related information. The Customer shall be solely responsible for the original checks. Including storage and retrieval. The Customer agrees to provide a legible copy of an!mage or the original check if requested by the Bank within five(5) business days of such request. If the Customer is unable to provide the original or legible copy,the Customer shall be liable for any associated loss or claim involving the check. 4. SuspensiontCancellation of Service. The Bank reserves the right to suspend or terminate the Service,in whole or In part if the Bank believes Customer is In breach of these Service Terms or Is otherwise using or accessing the service in a manner inconsistent with the rules and regulations relating to the service being provided and such breach. Further.this service will automatically terminate if the Customers account with the Bank Is closed for any reason. Either party may terminate the service upon thirty(30)days'prior written notice to the other party;provided,however,that the terms of Section 10 will apply to any termination prior to the time period set forth in the pricing schedule. 5. Warranties. (a) Customer warranty. The Customer warrants and represents to the Bank that: (a)each Transmission contains accurate and legible images of all of the information on the front and back of the original checks at the time each check was truncated;(b)each Transmission also contains a record of all applicable micro-line information required for a substitute check and the accurate amount of the check; (c) each Transmission compiles with the technical standards for an electronic item under Regulation J, Federal Reserve Operating Circulars 3 and 5.and for a substitute check under Federal Regulation CC;(d)no person will receive a transfer, presentment or return of.or otherwise be charged for,the check(either the original check,or a paper or electronic representation of the original check)such that the person will be asked to make payment based upon a check it has already paid; (e)the Customer will not redeposit through this service any transmission representing a check previously deposited and returned to the Customer,(f)the Customer will employ commercially reasonable security measures and firewalls sufficient to protect the Transmissions and storage to ensure no unauthorized access to or use of the original checks or duplicate presentment;and(g) the Customer will only create transmissions for checks that originated as paper checks. (b) If the Customer Is a financial institution or is otherwise transmitting Items payable to third parties,the Customer also represents and warrants to the Bank that: (1) In connection with each Item deposited through the service, the payee of the Item has authorized the electronic transmittal of the Item for deposit to Customers account; N the Customer is scanning items from a location outside of the United States,such authorization covers the cross-border transmittal of the Item;and(2)the Customer has established an anti-money laundering program In compliance with anti-money laundering laws and regulations applicableto it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including "know your customer' policies and procedures. monitoring of transactions for suspicious activities and reporting of suspicious activities, which the Customer believes effectively prevents the use of the Customers operations, personnel or facilities for money laundering purposes. (c) The Bank and its subcontractors make no representations or warranties, whether express, implied or statutory regarding or relating to any of the technology or service and/or access to or use of the service or technology provided to the Customer PN:578997 DOC ID:1 Page 14 of 46 IN hereunder. The Bank and Its subcontractors specifically disclaim any and all implied warranties of merchantability,fitness for a particular purpose and nordnfringement. The Bank and its subcontractors also do not guarantee that the Customer's access to the service provided under these terms will be uninterrupted,error free or secure. 6. Third•Party Service Provider. The Customer may choose to use a third-party service provider or service bureau to submit Items or perform other functions for and on the Customer's behalf. If the Bank accepts such Items or other instnxgkms from the Customers provider or service bureau,the Customer will be bound by them. The Customer is responsible for an actions taken or not taken by the Customers provider including all costs and expenses incurred by the Customers provider. 7. Pricing ScheduleNolume/Termination Penalties. The Bank and the Customer may agree to a pricing schedule incorporated herein by reference, including the length of time the service will be provided, the charges/fees and the volumes, as may be stated in the pricing schedule.If the Customer terminates the Service or the service is otherwise terminated without fault of the Bank prior to the period of time set forth in the pricing schedule, the Customer shall pay the Bank a termination fee equal to twelve(12) times the average monthly transaction fee for the service for the period of time the service was provided to the Customer. Such termination fee shall be paid within thirty(30)days'after the effective termination date. 8. Limitation of Liability. In no event will the Bank's liability under these terms for any damages of any kind exceed an amount equal to the fees the Customer paid the Bank for the service during the twelve(12)months preceding the date on which the Customer made the corresponding claim. If the Customer makes a claim during the fust twelve(12)months of the service,the Bardk's liability will be limited to the average monthly fee the Customer paid during that time multiplied by 12.This limitation of liability is in addition to the terms set forth in the Account Terms. 9. Indemnification. The Customer agrees to indemnify the Bank for any loss or expense(including attorney's fees and expenses of litigation) resulting from: breach of any of the warranties made by the Customer pursuant to these service terms or the Account Documentation; any claim pertaining to any warranty or indemnity that the Bank makes with respect to an Item under the Check Clearing for the 21°Century Act Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable to items. These indemnities are in addition to those in the Account Terms and relevant Service Terns. 10. Miscellaneous. The provisions of Sections 3,5,7,8 and 9 shall survive termination of these Service Terms. J. Check Printing The Check Printing.Service enables the Customer instruct the Bank to issue checks and/or documents on behalf of the Customer. --- I Payment Orders. The Bank will execute each payment order issued by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank(the`Payment Order). Payment Orders may include printing of non-payment documents('Documents")if agreed to by the Bank based upon these Service Terms. 2. Cancellations. A Payment Omer may be cancelled by the Customer if notice of cancellation is received by the Bank in writing from a person it reasonably believes is authorized to cancel the Payment Order for the Customer('Cancellation');provided,however,that a Cancellation will not be effective unless and until it is received by the Bank so that the Bank has a reasonable time to act upon such Cancellation and that the related Payment Order has not already been accepted by the Bank or the related check has not already been issued by the Bank. A Payment Order may not be amended or modified. The Bank has no obligation to adjust or stop payment or posting of a Payment Order it has accepted. 3. Receipt of Payment Orders and Cancellations. Customer shall transmit Payment Orders to the Bank to the location and In compliance with the formatting and other requirements provided by the Bank in the operating procedures prepared for the Customer. The Bank may reject any Payment Order that does not comply with this Section. 4. identifying Number. The Customer acknowledges that:(a)if a Payment Order Identifies its beneficiary or specifies the owner of the account to be debited,as applicable,by both a name and an Identifying or bank account number and the name and number identity different persons,execution,or transmittal of the Payment Order.payment to the beneficiary or debit to the account to be debited may be made solely on the basis of the number,and(b)if a Payment Order Identifies any bank both by a name and an Identifying number and the number Identifies a person different from the bank identified by name,any bank may rely solely on the identifying number. 5. Issuance of Checksloocuments. For each Payment Order accepted by the Bank,the Bank will: (a)cause a check to be printed and completed;(b)cause a laser facsimile signature authorized by the Customer to be placed on the check:(c)ff agreed upon,cause other Documents to be completed; and (d) mail the check or send the check by courier along with any Document as agreed upon (collectively.•Issue). The Customer expressly grants the Bank the authority to Issue each check and Document. 6. Notice of Rejection. The Bank will promptly notify the Customer if a Payment Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically,orally,by telephone or facsimile transmission. PN:678997 DOC ID:1 Page 15 of 46 • I 7. Control. The Bank is not responsible or liable for the detection of errors contained in any Payment Order as received from Customer and is entitled to rely on the information contained therein. No agreement or instruction of the Customer restricting acceptance of any Payment Order Is binding on the Bank,except as set forth in these Service Terns or in a writing signed by the Customer and the Bank and the Bank has had a reasonable opportunity to act before any affected Payment Order is executed, made or transmitted by the Bank. S. Reliance Upon Instructions. The Customer is responsible for,and the Bank may rely upon,the contents of any notice or instructions that the Bank believes in good fafth to be from the Customer without any independent investigation. The Bank shall have no duty to Inquire into the authority of the individual giving such notice or instruction. in the event that the Bank receives conflicting notices or Instructions.the Bank can act on either notice or instruction or can refuse to act. Customer shall indemnify the Bank,its officers and employees and hold it and them harmless for and from any and all clams, losses liabilities and expenses arising or resulting from actions taken or not taken by the Bank in conformity with the notice or instruction it receives from Customer. 9. Limitation of Liability. The Bank will exercise reasonable care in the performance of the Service. The Bank shall not be Gable to Customer,other than as imposed by law or by these Service Terms for failure to act in accordance with reasonable commercial standards in the banking industry. Reasonable care in providing these Check Print Services shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. More inadvertence or an honest mistake of Judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. The Bank shall not be liable for consequential,indirect or special damages even if it has been advised of the possibility of them. K. Telephone Tax Payment The Telephone Tax Payment Service is a Service whereby the Customer can direct the Bank,via touchlone telephone,pc dial-up or browser- based platform,to make tax payments via ACH from an account with the Bank that the Customer specifies. The Bank may pay taxes from the Customer's account in accordance with any instructions issued in the Customer's name that the Bank verifies pursuant to the security procedures specified in these Service Terms. The ACH Origination Service Terms are Incorporated into these Service Terms by reference. 1. Receipt of Instructions and Cancellations. The Customer may send Instructions and cancellations only during service hours the Bank specifies. The Bank may change the service hours upon prior notice to the Customer. The Bank must receive instructions not later than the cut-off time the Bank establishes. The cut-off time will be on or before one or two banking days,depending upon the type of tax payment,prior to the banking day the appropriate taxing authority is to be paid. The Bank must receive any cancellations by the cul-off time the Bank establishes for cancellations on the banking day prior to the scheduled posting of the debit to the Customer's account. The Customer may only cancel a tax payment instruction before the Bank processes IL Cancellation instructions must be received through this tax payment service. If the Customer missed the cut-off time but stip wants to cancel a tax payment,the Customer must communicate the request directly to the Bank's Customer Service area. The Bank will request a return of the tax payment from the taxing authority. The taxing authority may assess a penally for processing the return. 2. Tax Payment Security Procedure. Instructions or Cancellations may be Initiated only by entering,via touchlone telephone,pc dial-up or browser-based platform,a user ID,password and/or other access code that the Bank assigns to the Customer or that the Customer selects using the parameters the Bank specifies. Cancellations may also be initiated by contacting the Bonk's Customer Service area and providing the Customers valid user ID,password and/or other access code. 3. Funding. The Customer authorizes the Bank to debit the Customers applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event the Customer does not have sufficient funds In the Customers applicable account to cover the amount of a tax payment,the Bank shall have no obligation to make the tax payment for the Customer but if the Bank does,the Customer agrees to reimburse the Bank Immediately. Funds the Bank receives and hold pursuant to this service shall be held as a deposit liability to the Customer and not in trust for the Customer or the taxing authority. 4. Limitation of Uability. If because of the Bank's negligence or wiltlul misconduct the Bank fails to make the Customers tax payment in a timely manner and that directly results In the Customer being penalized or owing interest,the Bank's maximum aggregate liability shall be fimtted to the lesser of the amount of any penatty or interest actually imposed by the applicable taxing authority or the total fees the Customer paid the Bank during the prior 12 months. The Customer agrees to reasonably cooperate with the Bank in the Bank's attempts to persuade the taxing authority to abate any penalty or interest. L. Client Access Client Access provides for electronic access to the Customers account Information, reports and data (collectively. 'Data) and for the electronic transmission to the Bank of messages.service requests,and payment and nonpayment instructions(each an'Instruction"). The Bank reserves the right to modify the applications and products(each an'Application)avolable via the Service.upon notice to the Customer. PN:578997 DOC ID:1 Page 16 of 46 HIM 1. Security Procedures: (a) A Bank issued or approved security device(a"Security Devicel is required to access the Service. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing through any medium by the Bank,as may be revised from tine to time upon notice to the Customer.including without limitation the procedures set forth herein. The Customer shall notify the Bank immediately of loss or theft of a Security Device,any unauthorized use of a Security Device,or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer.The Customer agrees to safeguard all Security Devices and to instruct each Authorized User,as defined below. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. (b) The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application. The Customer agrees to notlfy the Bank of any change In security administrators in the manner and form designated by the Bank. Any such changes shag be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. (c) The security administrators shag be responsible for(1)designating individuals as users("Authorized Users');(n) identifying the functions of the Service that each user may access; (fn's requesting, creating,controlling,disseminating,andlor canceling user entitlements;(iv)receiving and distributing materials,notices,documents and correspondence relating to the security procedures; and(v)advising each user of hisArer obligations hereunder or under any of the applicable Account Documentation. The security administrators shag provide to the Bank,upon the Bank's request,a list of Authorized Users. to the absence of a valid designation of a security administrator at any time,the Bank may deliver Security Devices and materials to any person authorized to act on behalf of the Customer with respect to the accounts. 2. Open Network Access;Equipment. The Customer acknowledges that there are certain security,corruption,transmission error and access availability risks associated with using open networks such as the Internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the Internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by It of any third party security and communications software and third party service Providers is the sole responsibility of the Customer,and the Bank disclaims all risks related thereto,notwithstanding that the Bank may recommend certain security and/or communications software and services. The Customer agrees to,at its sole expense,procure and maintain all hardware,browsers,software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 3. Instructions;Data: (a) The Customer shag be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions propedy received by the Bank. (b) The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate,and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be gable for any loss or damage arising out of the inaccuracy of Data.Further,the Bank shag have no liability for the receipt or virAV by any parry of Data sent to the destinations designated by the Customer,including but not limited to email addresses,fax and telephone number(s). (c) The Customer acknowledges that the Secure ental Application is not Intended for the transmission of Instructions to transfer cash, securities or other assets. The Customer shag not transmit. and the Bank shag have no obligation to act upon, any such Instructions transmitted through Secure Mail. 4. Customer Warranties. The Customer represents and warrants to the Bank that:(1)prior to submitting any document which designates Authorized Users,the Customer shag obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service: 09 the Customer has accurately designated in writing the geographic location of its Authorized Users and shag provide all updates to such information;and(1g)time Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service Is not authorized. The Customer hereby represents and warrants to the Bank that these Terms constitute its legal and binding Obligations enforceable in accordance with its terms. Jurisdiction Specific Provisions Exhibit to Client Access Service Terms The additional jurisdiction specific provisions set forth below are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction appy as a result of the Customer's users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction,the jurisdictional specific provisions of that jurisdiction shag apply to the use of the Service by such users. A. Australia&New Zealand—See further Paragraph Land P herein. PN:578997 DOC ID:1 Page 117 of 46 • The Bank's lability to Customer for loss or damage of any kind in contract,tort(including negligence), under any statute or otherwise arising from or relating in any way to this Customer and/or its subject matter, is reduced to the extent that Customer caused andlor contributed to the loss or damage. Fees: To the extent that any supply made by the Bank under these Service Terms Is a taxable supply for the purposes of the Australian Goods and Services Tax,or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement.('GST'),the fees payable in respect of that taxable supply('original amount")will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. Consumer Warranties: 1. Australia The following provision apples if,despite the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terns,the proper law of this Agreement is the law in force in an Australian jurisdiction: The Warranty and Umtation of Liability provisions of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terns are subject to the following and only appy to the extent permitted by law: 'Notwithstanding anything in this Agreement.consumers may have the benefit of certain rights and remedies pursuant to the Trade Practices Act 1974(Clh)and similar state laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by taw,such liability is limited,at the Bark's option,In the case of goods to either(a)replacement of the goods:or(b)correction of defects in the goods;and in the case of services to either(a)re-suppy of the services,.or(b)the cost of re-supply of the services.' 2 New Zealand If the Customer is acquiring software in New Zealand, the Customer confirms it Is acquiring the software for the purposes of a business(as that term Is defined In the Consumer Guarantees Act 1993),and that the Consumer Guarantees Act does not apply to the software. Miscellaneous. The following provision shall apply If.despite the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terns,the proper law of these Service Terms is the law in force in the New Zealand jurisdiction: The Limitation of Liability and Warranty provisions of these Service Terris and the Account Documentation as applicable to the services provided under these Service Terms are subject to the following and only appy to the extent permitted by law. Notwithstanding anything in these Service Terns and the Account Documentation as applicable to the services provided under these Service Terms,a customer may have the benefit of certain rights and remedies pursuant to the Consumer Guarantees Act 1993 in respect of which liability may not be excluded. If so,then to the maximum extent permitted by law,such liability is Iimted,at the Bank's option to(a)re-supply of the Service:or(b)the cost of resupply of the Service. B. Cambodia—See further Paragraphs L.M and P herein. C. Peoples Republic of China—See further Paragraphs L,M and P herein. The Customer undertakes to be bound by the Service Terms. the terms of which have been read and accepted by the Customer. IN PARTICULAR.THE CUSTOMER HAS READ, UNDERSTOOD,AND AGREED TO SECTION 4 (INSTRUCTIONS; DATA), THE SECOND PARAGRAPH UNDER SECTION C AND SECTION P OF THE JURISDICTION SPECIFIC PROVISIONS EXHIBIT OF THE SERVICE TERMS. The Customer agrees that: (i)the Bank shall be liable only for direct damages which are the result of its failure to exercise ordinary care or its wilful misconduct;and to the maximum extent permitted by law,(Ii)the Bank shall not be liable for Incidental,indirect,special,or consequential damages,regardless of the form of action and even if the Bank has been advised of the possibility of such damages. Nothing In these general terms shall limit any party's liability for fraud. Notwithstanding any other provision to the contrary,where an overdraft condition may exist,to the extent permitted by law(including the law where the Customer is incorporated).the Bank may debit the Customer Account even though the debit may bring about or increase an overdraft. If any debt to the Customer Account brings about or increases an overdraft,such overdraft shall be immediately due and payable,to the extent permitted by law(including the law where the Customer Is incorporated),without further notice or demand. PN:578997 DOC ID:1 Page 18 of 46 • • The Customer represents that prior to submitting any document which designates the persons authorized to act on the Customer's behalf, including,but not limited to a security administrator designation form.Customer shall obtain from each Individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. Laws, Rules, Regulations and Practices: The Customer agrees to and shall always abide by and comply with all laws, rules and regulations(whether or not having the force of law including without limitation rules from time to time made by the People's Bank of China and all determinations made thereunder)from time to tkne applying or relating to any or all of the Accounts and/or deposits the Customer may place with or through the Bank. The Bank has the right,without prior notice to the Customer(or upon notice if a prior notice is required by law), to do such ads. deeds and things and adopt such practices as the Bank may In its absolute discretion consider necessary or appropriate to ensure due compliance with or implementation of any or all of such laws. rules and regulations. notwithstanding any contrary provisions of the Account Terms and the Account Application forms. The Customer further agrees to abide by and comply with such practices(s) as the Bank may from lime to time in its absolute discretion adopt in connection with such compliance or implementation. These Service Terms shall be governed by and construed in accordance with the laws of the Peoples Republic of China. Any dispute arising from or in connection with these Service Terms,including any question regarding its existence,validity,breach or termination,between the parties,shall be submitted to the China International Economic and Trade Arbitration Commission("CIETAC") In Beijing,for arbitration which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration. The language of the arbitration shall be in English. The tribunal shall consist of three arbitrators who must be able to conduct the arbitration in English.The parties hereby agree to the appointment of arbitrators who may not be on CIETAC's Panel of Arbitrators nor on any unofficial panel of arbitrators.The party Initiating arbitration shall appoint one arbitrator and the party responding to the notice of arbitration shag appoint the other arbitrator.The third arbitrator(the'Presiding Arbilratoe)shall not be a national of the PRC and shall be selected by agreement between the patties or.failing agreement within 20 Business Days after the date of appointment of the second of the lwo arbitrators appointed by the respective party,by the chairman of CIETAC.Any arbitral award a)shag be made in English and Chinese;b)shall be final and binding on both parties:and c)may be enforced in accordance with the provisions of the award. D. Hong Kong—See further Paragraph L and P herein. Nothing in these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. Any contractual limitation of liability shag be modified so that such provision shall be applicable to the services provided hereunder to the maximum extent permitted by law. The Customer represents that prior to submitting any document which designates_the persons_authorized_to_act.on_the-Customer's behalf,includirig;but not limited to a security administrator designaici form.Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. E. India—See further Paragraphs L.M and P herein. F. Indonesia—See further Paragraphs L.N and P herein. The Bank and the Customer agree that. for the effectiveness of any termination of these Service Terms or the Services provided hereunder,they hereby waive any provisions,procedures and operation of any applicable law to the extent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. To the maximum extent permitted by law,the Bank may,at its sole discretion,make recordings and retain such recordings of telephone conversations and data transmissions between the Customer and the Bank. G. Malaysia— (1) The following terms shall apply in relation to the Service where it is provided in relation to accounts In Malaysia and/or where the Service is provided in Malaysia: (a) Paragraph L and P shag apply. (b) Any references in the Service Terms to the term"Bank,"shag mean J.P.Morgan Chase Bank Berhad. (c) The Bank shag give prior notice to the Customer of any change to these terms. (d) The Customer acknowledges that it may,through its security administrators,create maximum limits(at a user entitlement leveq in relation to funds transfers that may be conducted using the Service,to limit the Customer's risks.Notwithstanding anything to the contrary in these terns,the Customer shall not be gable for any loss which Is not attributable to or contributed to by the Customer. PN:578997 DOC ID:1 Page 19 of 46 • loin (e) The Service Terms shall be govemed by and construed in accordance with the laws of Malaysia (without reference to the conflict of laws rules thereof). (ii) If the Service is to be accessed by a Customer(1)who is domiciled or incorporated in Malaysia,or(2)in Malaysia,that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P.Morgan Chase Bank Berhad through any JPMorgen website other than httpJ/www.jpmorganaccess.com.my. H. Philippines—See further Paragraph L and P herein. Subject to giving reasonable notice In writing the Bank,may amend the Account Documentation. The Customer will be deemed to have agreed to any such amendment,it the Customer fails to object thereto within fire(5)days from receipt of such notice. I. Singapore—See further Paragraph L and P herein. Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limk any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. For the avoidance of doubt,to the maximum extent permitted by law,the Customer hereby expressly agrees that nothing done or omitted to be done by the Bank pursuant to this agreement shall amount to a breach of the Bank's obligations under the bank secrecy laws of any jurisdiction. The provisions in Paragraph L.as applicable to Singapore,shall be without prejudice and in addition to any other right of the Bank to disclose any information on the Customer under any applicable law. J. Republic of China(Taiwan)—See further Paragraphs L.N and P herein. The Customer hereby acknowledges that the Account Documentation and other related documents have been delivered to the Customer for review for a period of at least five(5)days before the execution.The Customer executes and delivers the Account Application after fully understanding the content of the above documents and hereby agrees to comply with the terms and conditions contained therein. K. Thailand—See further Paragraphs L,M and P herein. Nothing In of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any partys liability for gross negligence of that party or its employees or for fraud. L. The following provisions are applicable to Customers (or, where applicable,Authorized Users) located in the following jurisdictions: Australia,Cambodia,Peoples Republic of China,Hong Kong,India,Indonesia.Japan,Korea,Malaysia,Pakistan,Philippines,Singapore, Sri Lanka,Republic of China,Thailand and Vietnam. The Customer hereby consents to the disclosure of any information relating to the Customer to(i)any bank examiner(s),governmental authority,the Bank's head-office and other branch offices.its affiliates and associates,assignees or prospective assignees,(k)the Bank's auditors.counsel and other professional advisers and(rrr)any other Bank's sub-contractors or agents,in each case whether In India or elsewhere,as the Bank may,in good faith,consider necessary or desirable including,without limitation: 1. for the collation,synthesis,processing and management of data and the storing of data relating to any Accounts held or transactions undertaken by the Customer, 2. the reporting of transaction details and other customer-related information for global tisk management,MIS and regulatory reporting and monitoring; 3. the monitoring of the Bank's global credit exposure to its clients and others; 4. for effecting any Instruction by the Customer or any transaction for the benefit of the Customer,or effecting any disclosure that may be required of the Bank by any such party; S. enhanced operational,technology,finance and other support function efficiencies,or 6. as may be required by law,regulations or legal process,provided that the Bank shall take such measures as it considers reasonable to preserve the confidentiality of such information or documents.The Bank shall at all times maintain in confidence all confidential information and documents relating to the Customer that are in the Bank's possession subject to the Banks right to disclose such information and documents or requirements under the applicable law. M. The following provisions are applicable to Customers (or, where applicable,Authorized Users) located in the following jurisdictions: Cambodia,India and Thailand. PN:578997 DOC ID:1 Page 20 of 46 1111111 1 Ulm Any dispute arising out of or in connection with the services provided pursuant to these Service Terms.including any question regarding its existence,validity or termination,shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore Intemationai Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The International Arbitration Act(Cap 1431)shall apply. The tribunal shad consist of a single arbitrator to be appointed by the Chairman of the Singapore Intemational Arbitration Centre.The arbitral proceedings shall be conducted in the English language and any award or awards shall be rendered in English. The award of the arbitrator shall be final and conclusive and binding upon the parties,and the parties shad be entitled(but not obliged)to have judgment. The arbitrator shall in all instances be required to appy the substantive law of the State of Ohio.United States of America(without reference to the conflict of laws rules thereof) and to enforce and appy the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Under no circumstances shall the arbitrator be permitted to award: (l)punitive damages;or(it)damages of any nature in excess of the amount claimed. in addition,all statutes of limitation that would be applicable in any court proceeding involving the same subject matter shall appy in any arbitration proceeding brought hereunder. Nothing in this clause shall be deemed to exclude the right of either party to appy for interim injunctive relief from the State or Federal courts of the State of New York, United States of America, provided that any court proceedings shall be restricted to such purposes only,unless the parties agree otherwise. Notwithstanding the above,any disputes related solely to a Customer Account opened and maintained in a state or jurisdiction other than New York shah be governed by the laws of that state or jurisdiction(without reference to the conflicts of law rules thereof). N. The following provisions are applicable to Customers (or,where applicable,Authorized Users) located in the following jurisdictions: Indonesia and Republic of China(Taiwan). Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms,the Bank shall have the right to proceed against the Customer in any other competent court in any other Jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non covenlens or any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any legal action arising out of or relating to these Service Terns and the Account Documentation as applicable to the services provided under these Service Terns. The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive. 0. European Union The Customer acknowledges that it is nota consumer'for the purpose of the European Union's Electronic Commerce Directive("ECD") (La.that it is not an individual)and agrees that the Bank shad not be required to make any disclosures or do any other thing which a non- consumer may agree not to require under the UK rules and legislation implementing the ECD.For further information on the Bank,please see"Notice regarding EU e-commerce information"in the Terms&Conditions on htlp://www.Jpmorgan.com. 1. The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details)which may constitute personal data for the purposes of the Data Protections Ad 1998(the"AX)and other relevant data protection legislation. Such personal data may be collected by or on behalf of the Bank in a number of ways(the "Collection Methodsl,including via documentation relating to the provision to or use by the Customer of eledronic banking services, or via the Customers use of such electronic banking services, and via other correspondence or communications between the Customer and the Bank. 2. The Bank will use personal data collected by it or on its behalf via the Collection Methods for the following purposes (the 'Purposes"),namely for the purpose of providing the services to the Customer in accordance with these Terms and the Product Terns,for the Bank's internal administrative purposes.for contacting the Customer about products and services which the Bank or other members of the Bank's group offer which the Bank believes may be of interest to the Customer,and as may be otherwise required by law or applicable regulatory or governmental authorities,and such purposes may include transfer of such personal data outside of the European Economic Area to the Bank's subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or governmental authorities. 3. The Customer shad ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods which relate to the Customers employees or agents Is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank,and is otherwise fair and lawful. P. As part of the Service,the Bank may(at its sole discretion,and subject to the Customer agreeing to any additional terms)make available an Application which allows the Customer to access Information,issue Instructions and/or service requests in relation to and/or for the commencement of certain products which may include,without hmitatlon,time deposits,call deposits,cash sweeping services,entrust loans,as applicable.Where the Service is used for the above purpose,the Customer agrees that all actions conducted,and Instructions and service requests Issued shah bind the Customer and,where applicable,be subject to review and acceptance by the Bank. The Bank shad be under no duty to verify any Instructions,service requests or actions of the Customer.Where applicable,the Bank may confirm its acceptance of any service requestsfinstructions through the applicable Application or through any other means acceptable to the Bank PN:578997 DOC ID:1 Page 21 of 46 • ConsolidatedIT1111,1 0,111 it Part 11: Additional Service,Terms- Booklet A. Multicurrency Deposits & Collections The Bank will provide Multicurrency Deposit and Check Collection Services to the Customer which will enable the Customer to accept checks drawn In a wide variety of currencies from its own deposit customers,sending such checks to a single location and receiving ledger credit or final payment to the Customer's USD account at the Bank in a cost efficient manner, eliminating the need for the Customer to hold correspondent accounts with a multitude of banks in a multitude of locations.The Bank can handle a number of currencies on a deposit basis (see appendix A)and other currencies will be accepted but will be processed on a collection basis with the paying banks. A. Checks Processed on a Multicurrency Cash Letter Basis (1) Deposits WIN be posted with ledger credit(uncollected funds)on the processing date with forward value applied. The Bank's cut- off time for some day processing is 2:OOpm CST. Processing of checks through this Service is subject to the Bank's credit risk review. Checks received through this Service that are ineligible for cash letter processing will be handled on a collection basis. Any returned checks will be debited to Customers account using the FX rate applied by the paying bank on the date of return. (2) The information reporting on checks processed through the Multicurrency Cash Letter services will appear as available on D+3 and will continue to roll for one day until collected and is limited to the country of origin as fisted in Appendix A. (3) Bank will process checks under the Multicurrency Cash Letter services by following the Bank's own internal policies as to the method of collection. B. Checks Processed on a Collection Basis (1) A check will be processed on a Collection Basis if. • requested by the Customer • denominated in a non-standard currency(not one of the listed currencies handled on a cash letter basis) • the check is a"third country cheque'(denominated in a currency other than the national currency of the country where the drawee bank is located)or • the check is ineligible for cash letter processing for credit risk issues (2) Checks under certain threshold amounts as determined in the Bank's sole discretion will not be processed by the Bank as the total charges for such processing may exceed the value of the check or paying banks may not accept such checks on a collection basis.For checks that the Bank does process on a Collection Basis,the proceeds will be credited to the Customer's account in US currency within two banking days from receipt of good funds from the paying bank. Checks will be sent to the paying banks in accordance with the Bank's own internal policies. If payment is not received from the paying bank,the Bank will send the fust tracer after three weeks and subsequent tracers may be sent at two week intervals. Collection cases will typically be closed after two months and the Customer will be advised of the closure in writing.Once funds are credited to Customers account, such credit will not be reversed except in situations where a claim is made due to fraud or that the check was not authorized. C. Miscellaneous (1) Customer agrees that any losses resulting from rate fluctuations associated with adjustments or exception processing will be absorbed by the Customer.The maBing address for this Service is:JPMorgan Chase,Collection Department, 1111 Fannin St., Houston,TX 77002. 12) The evallabRity policy and avadabdity schedules may be changed without notice. (3) The provisions of the Bank's account doc unentadon,Indudurg account temrs and corKlItIons governing the operadon of bushum accounts and services ('Awwnt Dommmdadon7 are incorporated into these SerAw Terms by refemnoe. By ftnhkg the applicaWe Account Documentation or by using or corNmilM to use the Service.Customer agrees to these Service Terms. PN:578997 DOC ID:1 Page 22 of 46 Appendix A: AUD 7Dollar CAD Canadian CHF Franc DKK Krone EUR Euro GBP Pound WD Dollar NOK Krone NZD Dollar SEK Krona SGD Dollar B. International Cash Letter International Cash Letter is a Service wherein the Bank provides the Customer with U.S. dollar check deposit, processing and clearing services (the 'Service). The Service shall also be subject to the operating procedures contained in the Bank's International Deposits Packaging Procedures 1. Eligible Items: The following items are the only items eligible for transport via the Service("Eligible items): • Cash Letter: Checks and drafts drawn in U.S.dollars on,or payable through,banks located in the United States(including Puerto Rico,Guam and the U.S.Virgin Islands),endorsed for deposit to the Customer's account at the Bank. Such gems shop not be considered deposited to the Customer's account until received and processed by the Bank's United State's location responsible for processing deposits to the Customer's account. • Check Collection: Checks and drafts submitted for clean collection and endorsed for deposit to the Customer's account received at the Bank's United State's location for check collection services. Should the Customer include for carriage any documents or gems that are not Eligible Items, the Customer agrees that the Bank has no responsibility or obligation with regard to such non-Eligible Items and agrees to hold the Bank harmless from and against all claims or liabilities relating in any way to such non-Eligible Items. 2. Pick-Up Times: If the parties otherwise agree,the Bank may arrange with a designated courier to pick up Eligible Items from the Customer's specified location at specific hours and deliver such Eligible Items to a Bank location for processing,and credit to specified the Customer accounts)on an agreed schedule. 3. Appointment of Agent: it the parties otherwise agree,a designated courier may be selected by the Bank acting as the Customer's agent with regard to such courier,the Customer acknowledges and agrees that the Customer has the authority to and does authorize the Bank to select and appoint this courier in such capacity to carry Eligible Items In accordance with these Service Terns. The Bards will notify the Customer promptly of any subsequent replacement of the courier. PN:578997 DOC ID:1 Page 23 of 46 In-I IN 4. Delivery of Checks: The Customer will either deliver Eligible Items to the Bank at the designated locations using the Customers own courier or deliver Eligible Items to the Bank via the designated courier at such address as the Bank advises Customer from time to time. 5. Processing the Customer's Cash Letter: The Bank will receive and process the Customers Eligible Items in accordance with the normal U.S. Bank Check Clearing Guidelines. Processing at a foreign branch location may include receipt of the original checks. scanning and electronic transmission of the check information and check images to the Bank's processing location In the United States as well as the retention and destruction of the original checks. 6. Return Items: The Bank will notify the Customer promptly of all Return Items for Eligible items received and processed under this Service.The Bank will advise the Customers designated office via S.W.I.F.T. or other agreed upon method of ail Eligible Items of $2,500 and over.Return Items of less than $2.500 will be advised to the Customer via mail. If the Customer desires,the Bank will advise the Customer of all Return Items regardless of the amount of the Eligible Item. Ali Return Items will be delivered to the Customers designated location and may include substitute checks or imaged copies and not the original checks. 7. Lost Items: The Customer agrees to maintain copies of both sides of all items sent to the Bank under this Service and agrees to fumish the Bank with such copies upon request.in the absence of such copies.Customer agrees to maintain detailed records of such Hems and to provide them to the Bank upon request.If Customer is unable for any reason to provide such copies or records,the Bank will be unable to facilitate reconstruction or collection in cases of lost or stolen items and the Customer agrees that the Bank will have no liability or responsibility in such situations with regard to such items. 8. Insurance: If the Bank acts as agent for the Customer with regard to retaining the designated courier as stated in paragraph 3 above, the Bank will obtain from the designated courier limited insurance coverage to reimburse costs of reconstructing a lost cash letter(up to USS 2.500)and consequential interest expenses(up to US$100.000)on the Customers behalf. In the event of loss of a cash letter by the designated courier,the Customer will receive this Insurance for so long as such insurance is in place. The Bank does not assure that(1)it will continue to maintain such coverage during the entire term of this Service or for any specified period,(2)4 will purchase Insurance at any other rate than currently offered or(3)that the designated courier remains the provider of courier services to the Customer hereunder. 9. Limitation of Liability: Unless resulting directly from the Bank's failure to exercise ordinary care or lack of good faith,the Bank nor its branches. subsidiaries or affiliates wig be liable to the Customer for loss, destruction, damage, misdelivery, theft, unexplained disappearance, confiscation or seizure by governmental or quasi-governmental authorities, or for delay in transmittal of any item, transmitted by,or for any matter in connection with the Service even though consolidation of the Customers sending may have been accomplished within a Bank controlled location. The Customer acknowledges that the courier may employ subagents in connection with the courier service,and that neither the courier nor its subagents will be liable for confiscation or seizure by governmental or quasi- governmental authorities, or for delay in transmittal of any item delivered to them unless directly resulting from couriers or its subagent's negligence or lack of good faith. 10. Representations and Warrants: The Customer represents and warrants to the Bank,its foreign branches,subsidiaries and affiliates that: (a) In connection with each item delivered to the courier,that transmittal by courier of such items has been expressly authorized by the owner of the item,and the Customer agrees to indemnify and hold the Bank harmless against any losses,liabilities,claims. damages or expenses of whatsoever kind,including reasonable attorney's fees,resulting from unauthorized transmittal. (b) The Customer will not use the courier service for any purpose prohibited by foreign exchange regulations,postal regulations,or any other treaty,statute,regulation or authority and will not send via the courier service any non-Eligible Item or freely negotiable Rem via this Service. (c) The Customer has established an anti-money laundering program in compliance with anti-money laundering laws and regulations applicable to it and such anti-money laundering program includes policies, procedures and controls designed to detect and prevent money laundering that the Customer believes effectively prevents the use of the Customers operations, personnel or facilities for money laundering purposes. 11. Amendments: These Service Tents and any processing and packaging instructions may be amended by the Bank at any time upon 15 days'prior notice to the Customer.The Bank will provide prompt notice of any amendment. 12. TerminationfSuspeasion: The Customer may terminate the Service at any time upon written notice to the Bank. The Service Terms will continue to apply to all items processed under this Service. If the Bank decides to terminate this Service,the Bank will send the Customer notice thirty(30)days'prior to the discontinuance of the Service. The Bank agrees to notify the courier if the courier was arranged by the Bank of such termination.Notwithstanding the foregoing,the Bank may immediately suspend the Service for so long as required to arrange substitute courier services,If necessary or I the Service under existing terms becomes at any time contrary to applicable law, regulations or order in any jurisdiction where the Bank is required to act. The Bank will give prompt notice of any suspension. PN:578997 DOC ID:1 Page 24 of 46 13. Choice of Law.Jurisdiction: These Service Terms will be governed and construed In accordance with the laws of the State of New York,without regard to its conflicts of laws provisions. Both the Customer and the Bank irrevocably consent to the nonexclusive jurisdiction of the courts of the State of New York and United States Federal Courts in connection with any suit,action or proceeding arising out of or relating to the Service Terms. C. Foreign Exchange Payment Foreign Exchange(FX)transactions are payments and receipts where the currency of the transaction is different from the currency of the underlying account.The funds transfer may consist of more than one transaction In order to move funds from an originator's account to a benef dory's account. The FX Payment Service allows the Customer to purchase or sell foreign currency as principal or agent(`Trader Contracts")and to include related settlement Instructions by means of an electronic communication system or a Bank access system(each an Access System"). As used herein. 'Value Date'means the date specified in each Trader Contract for the delivery of the currency to be bought or sold. 1. Trading Currencies. Trader Contracts will be limited to the sale or purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer frau time to time. The Value Dale may not be more than one year after the date on which the Customer enters Into the Trader Contract. If the Customer chooses to make payment by checks to be issued with respect to the settlement of Trader Contracts,such checks shall be limited to such currencies as the Bank may announce to the Customer from time to time:and such currencies are subject to change or termination without prior notice. 2. Contracting a Trade: (a) Data Input. The Customer shall enter Into each Trader Contract by following the procedures set forth in the Service Material and by otherwise following the Instructions provided through the Access System when using the Service. 'Service Materiar shag mean any administrative riles,clearing house rules,payment system rules,service terms or service guides,software licenses, Internet'click wrap'terms or disclosures,ser guides or implementation forms that may contain operating procedures,security procedures,specifications or other requirements applicable to the Services. (b) Contract Rate. The Bank,in its sole discretion,will determine all rates quoted by the Bank through the Access System. Such rates are based on various factors, including market Information and Information concerning the Customer and the proposed Trader Contract. The Bank shall have no obligation to quote a rate based on any particular rate existing In the market or by using any particular formula. ............-. . (c) Offer by the Customer. 1.For interactive services,the Bank and the Customer agree that the information displayed through the Access System relating to the contract rale shall be deemed an Invitation by the Bank to the Customer to submit an offer to the Bank to enter into a Trader Contract. If the Customer wishes to make such an offer to the Bank,the Customer will enter the required information prior to the expiration time set for the quoted rate. 2.For straight-through process services,the Customer shall enter into each Trader Contract by following the procedures set for in the Documentation for that Service. The Bank and the Customer agree that when the Customer electronically transmits the instructions specked in the Documentation to the Bank,and In the manner and format specified in the Documentation.the Customer will be deemed to have made an irrevocable offer to the Bank to enter into a Trader Contract at such rate as Is applied to that transaction by the Bank. (d) Confirmation. The Bank may,but shall not be required to,accept any offer of the Customer solely by transmitting to the Customer through the Access System a confirmation(the'Confirmation'). At the moment the Bank transmits(as evidenced by its records) the Confirmation,the Bank and the Customer will have entered into the Trader Contract. The Confantatton will be sent to the Customer's terminal(which depending on the Service used by Customer could be by return confirmation Ole),and the Customer may print the Confirmation. provided. dirtthe lure of the •omer to receive of p� CnMnationEach Tr Trader Contract will give rise ver.that the Trader Contract obligation for notwithstanding t buy from the Bank.and for the Bank to sell to the Customer.the currency shown by the Confirmation as being purchased by the Customer,or for the Bank to buy from the Customer.and the Customer to sell to the Bank,the currency shown by the Confirmation as being sold by the Customer,on the terns shown in the Confirmation.for settlement on the Value Date. (e) Buy Back of Currency. Trader Contracts,once entered into,are final and Irrevocable. The Customer acknowledges and agrees that the Bank has no obligation to cancel,reverse or otherwise buy back foreign currencies purchased by the Customer under the Service. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased(whether via the Client Access System,telephone with Bank representatives or otherwise).Although the Bank may elect to facilitate buy back of certain major currencies(in the Bank's sole discretion),the Bank makes no commitment to buy back currencies notwithstanding any prior action or course of dealing. 3. Settlement ta) Processing Settlement Instructions. The Customer shall provide settlement instructions for each Trader Contract no later than 5:00 p.m.Eastern Tang on the Value Date. If the Customer fails to provide settlement instructions by the Value Date as required herein,the Bank reserves the right to reconvert the currency Into the original currency and the Customer will bear the risk of any change of currency rates. The Customer will enter settlement Instructions pursuant to the procedures set forth in the Service PN:578997 DOC ID:1 Page 25 of 46 Material and as provided to the Customer through the Access System. As a condition precedent to using this Service, the Customer is required to complete documentation provided by the Bank applicable for each service used for settlement. (b) Funding Currency Transactions. Whenever purchasing a currency pursuant to a Trader Contract,the Customer shall make the requisite amount of available funds being used to make such purchase available to the Bank by depositing such funds into an account designated by the Bank no later than close of business for the currency being sold on the Value Date. Whenever selling currency.the Customer shall deposit such currency to an account designated by the Bank no later than close of business for the currency being sold on the Value Date. The Bank is authorized to reverse any payment orders transmitted by the Bank with respect to any Trader Contract it the Customer fails to deliver full and final payment to the Bank by the Value Date. Notwithstanding anything to the contrary in this Agreement,the Bank's obligation to process settlement instructions for purchases of currency in advance of the Bank's receipt of full and final payment from the Customer is subject to the limitation that the aggregate dollar value of Trader Contracts for purchases having the same Value Date shall not be in excess of an amount established by the Bank for the Customer from time to time;such amount shall be subject to revision or cancellation by the Bank at any time without prior notice,although the Bank will endeavor to notify the Customer prior to any revision or cancellation. Ic► Cash Basis Customer. Customers who are established by the Bank as 'Cash Basis' Customers may only execute spot transactions for the purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer from time to time. The spot transaction will have a Value Date one or two business days from the 'Transaction Data'(the date the Trader Contract is entered into)for most currencies,as established by the Bank. Cash Basis Customers will be debited on the Transaction Date instead of the Value Date. If the Customer's account does not have sufficient funds available to cover the Trader Contract on the Transaction Date,the Bank,on the following business day,will cancel the Trader Contract and any associated payment order. The Bank shall have no liabo'dy to the Customer in the event the Bank cancels a Trader Contract due to the Customer not having sufficient funds available to cover the Trader Contract on the Transaction Date. (d) Payment in Specified Currency. The receipt or recovery by either party of any amount in respect of an obogaWn of the other in a currency other than that specified for payment hereunder,whether pursuant to a judgment of any court or pursuant to a separate closeout agreement or otherwise,shall discharge such obligation only to the extent that on the business day enmediately following such receipt, the recipient shall be able, in accordance with normal banking procedures. to purchase the relevant currency specified for payment in the amount specified with the other currency so received. If the amount of the relevant currency specified for payment hereunder or under a Trader Contract so purchasable shall be less than the amount specified hereunder of such obligation, the obligor shall, as a separate obligation and notwithstanding any judgment of any court. Indemnify the recipient against any loss sustained by ft. The obligor shall in any event Indemnify the recipient against any costs incurred by it in making any such purchase of the relevant currency specified for payment. ;e) Settlement by Draft. For all Trader Contracts that the Customer elects to settle by draft,the Customer acknowledges and agrees that in the event the draft is not presented for payment within one hundred eighty(180)days from the date of issuance,the Bank shoo have the right to cancel the draft,and the Customer authorizes the Bank to reconvert the funds into the original currency at the then-current rate and rec"the Customer's Account. If the remitter is no longer a customer of the Bank,the Bank may,in Its discretion, transfer balances to an unclaimed monies account, or issue a cashlees check, sending A to the address of the Customer on the books and records of the Bank. In the event that the payee,holder or other third-party claims against the Bank on a cancelled draft,the Customer agrees that ft shall be responsible for any losses in connection with such cancellation,including any amount recrediled or otherwise paid to the Customer.The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customers Account or otherwise deducted from the amount to be paid to the Customer. 4. General Provisions: (a) Representations and Warranties. The following representations and warranties shall be deemed to be made and repeated by the Customer upon entry into any Trader Contract. The Customer represents and warrants that: i)each Trader contract or other Bank currency contract is entered into by the Customer for the purpose of hedging its exposure to currency fluctuation and not for purposes of speculation;and ii)the Customer has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into each Trader Contract or other Bank currency contract,is acting in light of its own judgment or upon professional advice ft obtained independently of the Bank or any agent of the Bank as to those merits and risks including,where relevant,its own judgment of the correct tax and accounting treatment of the Trader Contract or other Bank currency contract and it is not relying upon the view or advice by the Bank. (b) Master Foreign Exchange Agreements. If the Customer and the Bank have entered or hereafter enter into any master agreement relating to foreign exchange contracts,Trader Contracts shall be subject to the cancellation and closeout provisions of any such agreement providing for liquidation of foreign exchange contracts upon the occurrence of specified events (including those provisions relating to doseout netting),but shall not be subject to the other provisions of such agreement such as those relating to the creation of foreign exchange contracts and(unless otherwise agreed)payment netting. PN:578997 DOC ID:1 Page 26 of 46 Part III: Liquiclity Solutions Service Ternis— Consolidated Booklet A. US Cash Concentration Service Terms (Single Entity) 1. Service. JPMorgan Chase Bank,NA.(the'Bank')will provide the customer(the"Customer*)with its Cash Concentration Service(the 'Service')by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service(`Schedule A') to and/or from the U.S.dollar demand deposit accounts maintained at the Bank in the U.S and listed on Schedule A('Customer Accounts'). The provisions of the Bank's account documentation. Including terms and conditions governing the operation of accounts and services ('Account Documentation'), are incorporated into these Service Terms by reference. Capitalized terms used In these Service Terns,unless otherwise defined in these Service Terms,shag have the some meanings as set forth in the Account Documentation.By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terns. 2. Balances. The Customer shag maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are Insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shag be immediately due and payable by the Customer,without further notice or demand,together with interest thereon for the period of the overdraft. 3. Representations. The Customer represents and warrants:(i)that each Customer Account Is not restricted in any way,and is owned and held outright by the Customer,and(ti)its obligations under these Service Terms are legal,valid and binding,and enforceable in accordance with their terns 4. Authorized Changes. The Customer may,upon reasonable notice to the Bank,and consented to by the Bank,authorize additions. deletions or changes to the Schedules,which notice shall extend the representations,acknowledgments and terms of this Service Terms to such changes. S. Intercompany Reports. If the Customer selects,as a feature of the Service,the Intercompany Reporting Service feature(the 9nterCo Feature'),that selection and affected Customer Accounts shag be specified on Schedule A for the Service. Under the InterCo Feature, the Bank will provide the Customer with reports, for the Customer Accounts,detailing: ()a tracking of accumulated inter-account balance transfers:and(g)a calculation of intracompany earnings and borrowing charges. In addition,the Bank,through the lnterCo Feature.will provide the Customer with automated posting,to the affected Customer Accounts,01 applicable intracompany earnings and borrowing charges. 6. Required FDIC Disclosures. In the event of a failure of the Bank,funds transferred as part of a Service will be considered deposits of the account in which the funds are held, as reflected on the Bank's end-of-day ledger balance.by the Federal Deposit Insurance Corporation after completion of ag transactions related to the Service and wig be Insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 7. Term;Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A.and shall remain In effect unless and until terminated.These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice of termination sent to the Bank shag only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank,effective immediately upon the sending of written notice to the Customer. 8. Notices. All notices to the Bank,pertaining to the Service,shag be sent to. JPMorgan Chase Bank, NA.do JPMorgan Treasury Technologies Corporation — Liquidity Management Operations, 10420 Highland Manor Drive—2nd Floor, Tampa, FL 33610. All notices to a Customer shag be sent to the Cuslomees last known address on the Bank's books and records. 9. Goveming Law. These Service Terms shag be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof. B. US Cash Concentration Service Terms (Multi Entity) 1. Service. JPMorgan Chase Bank,NA.(the'Bank)will provide the customers(each a'Customer'or collectively the'Customers')with Us Cash Concentration Service(the"Service')by which the Bank will autometicagy transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation torn or schedule for the Service('Schedule A7 to andlor from the U.S.dollar demand deposit accounts maintained at the Bank,in the U.S.,and listed on Schedule A("Customer Accounts'. The provisions of the Bank's account documentation,including terms and conditions governing the operation of accounts and services ('Account Documentation'),are incorporated into these Service Terms by reference.Capitalized terms used in these Service Terms, unless otherwise defined in these Service Terms,shall have the some meanings as set forth in the Account Documentation.By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. PN:578997 DOC ID:1 Page 27 of 46 mill I Rill,I Rill 2. Balances. The Customers shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer If there are Insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be Immediately due and payable by the Customer,without further notice or demand,together with interest thereon for the period of the overdraft. 3. Representations. Each Customer represents and warrants, with respect to ilseB: (i) that each of its Customer Accounts is not restricted in any way,and Is owned and held outright by the Customer,and(it)that its obligations under these Service Terns are legal. valid and binding,and enforceable in accordance with their terms. 4. Service Requirements. (a) The Bank will provide the Service to the Customers.only if each Customer is an affiliate of the other Customers(an"Affiliate"). Affiliate means an entity controlfing.controlled by,or under common control with each Customer. (b) Each Customer appoints the Affiliate identified in Schedule A as its agent(the`Agent')for the purpose of(n representing it with respect to any matter arising under these Service Terms, and (ii) executing and signing any agreements, documents or amendments on its behalf(x)in order to effect the transaction or actions contemplated by or(y)related to any matter arising under the Service Terms. 5. Authorized Changes. The Agent with respect to any Customer,may,upon reasonable notice to the Bank and consented to by the Bank,authorize additions,deletions or changes to the Schedules,which notice shall extend the representations,acknowledgments and terms of these Service Terms to such changes for the affected Customer. 6. Intercompany Reports. If the Customer selects,as a feature of the Service,the Intercompany Reporting Service feature(the"Interco Feature')provided by the Bank,that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the InterCo Feature.the Bank will provide the affected Customer with reports,for the Customer Accounts,detailing:(i)a tracking of accumulated inter-account balance transfers; and pQ a calculation of intercompany or Intracompany earnings and borrowing charges. In addition, the Bank, through the InterCo Feature, will provide the Customer with automated posting, to the affected Customer Accounts,of applicable intercompany and intracompany earnings and borrowing charges. 7. Indemnity. Each Customer,jointly and severally,shall indemnify and hold the Bank harmless from and against any and all claims, damages,demands,liabilities.losses,costs and expenses(including reasonable attomeye fees and claims caused by overdrafts In Customer Accounts), arising under these Service Terms, except and to the extent directly caused by the negligence or willful misconduct of the Bank. 8. Set Off. Each Customer agrees that the Bank shall have the unrestricted right,at any time.without notice,to(1)set off,in whole or in part,any funds in any Customer Account,against any overdraft in any other Customer Account;and(ii)transfer or otherwise apply,in whole or in part,any overdraft In arty Customer Account,to any other Customer Account,even if so doing places such other Customer Account into or further Into an overdraft. 9. Required FDIC Disclosures. In the event of a failure of the Bank,funds transferred as part of a Service will be considered deposits of the account in which the funds are held.as reflected on the Bank's end-of-day ledger balance,by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 10. Term;Termination. These Service Terms shag be in effect as of the date of the applicable Schedule A.and shall remain in effect unless and until terminated. These Service Terms may be terminated by any one Customer with respect to itself,or by the Agent with respect to any one Customer,by sending written notice to the Bank. These Service Terms may be terminated by the Agent on behalf of all of the Customers by the sending of written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shag have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank,with respect to any one Customer,or with respect to all Customers,effective immediately upon the sending of written notice to the affected Customer or the Agent. 11. Notices. All notices to the Bank,pertaining to the Service,shall be sent to: JPMorgan Chase Bank, N.A.c/o JPMorgan Treasury Technologies Corporation —Uquldity Management Operations, 10420 Highland Manor Drive—2nd Floor, Tampa, FL 33610. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 12. Governing Law. These Service Terms,shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof. PN:578997 DOC I13:1 Page 28 of 46 I C. Cross-Border (U.S.M.K.) Cash Concentration Service Terms (Single Entity) 1. Service. JPMorgan Chase Bank.N.A.(the'Bank)will provide the customer(the"Customer with its Cash Concentration Service(the "Service")by which the Bank will:(f)automatically transfer funds in the amounts and in accordance with the instructions and selections set forth In the service implementation form or schedule for the Service('Schedule Al to and/or from the U.S.dollar demand deposit account maintained at the Bank in the U.S.and the U.S.dollar deposit account in London which are listed on Schedule A('Customer Accounts'). and (6) g the Customer selects this feature, the automatic return of such funds to the original deposit account The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services ('Account Documentation"),are incorporated into these Service Terns by reference.Capitalized temps used In these Service Terms. unless otherwise defined in these Service Terms,shall have the same meanings as set forth in the Account Documentation.By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terns. 2. Accounts. The Customer has or will open the following Customer Accounts, as specified in Schedule A:(i)a U.S. dollar demand deposit account on the Bank's books in the U.S. ("US DDA");and PQ a U.S.dollar deposit account on the Bank's books in its London Branch("London Account"). 3. Balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer If there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or Increases an overdraft to a Customer Account, such overdraft shall be Immediately due and payable by the Customer,without further notice or demand,together with interest thereon for the period of the overdraft. 4. Acknowledgments. (a) The Customer acknowledges that deposits held in a branch of the Bank located outside the U.S. are payable exclusively at the branch at which the account is held and are not payable in the U.S. Such deposits:(t)are not insured by the Federal Deposit Insurance Corporation(the'FDIC")or any other governmental entity:(ii)are subject to cross-border risks;and(01)have a lesser preference as compared to deposits held in the U.S.in the event of a liquidation of the Bank than U.S.domestic deposits. ib) The Customer further acknowledges that,notwithstanding anything to the contrary herein,if the Bank becomes aware of any legal or regulatory action which,in the Bank's sole_opinion,inhibits the operation of the Service then the Bank may suspend the Service until the Bank's concerns are resolved to its satisfaction. 5. Representations. The Customer represents and warrants:(i)that each Customer Account is not restricted in any way and is owned and held outright by the Customer,and(1)its obligations under these Service Temps are legal,valid and binding,and enforceable on accordance with their terms. 6. Initial Transfers. If.in Schedule A.the Customer selects a one way transfer of funds from the US DDA(hen the provisions of Section 6(a)will apply. If,in Schedule A.the Customer selects a one way transfer of funds from the London Account,then the provisions of Section 6(b)will apply. If,in Schedule A,the Customer selects a two way transfer of funds,then the provisions of Sections 6(a)and 6(b)will apply. In all events.the Customer will select,in Schedule A.a target balance for the US DDA(Target Balance'). The Bank, at the dose of a banking business day in New York,U.S.A.("Day 1")will determine the available balance In the US DDA and make the transfers as described below. (a) If the US DDA has positive balances which exceed the Target Balance('Positive Balance"),then the Bank will transfer an amount. in accordance with the selection and instructions on Schedule A.from the US DDA to the London Account,with a debit to the US DDA on Day 1,and a credit to the London Account on the next business day In London.value dated Day 1—8 Day 1 is a London banking business day.and otherwise on the current banking business day,provided,however,that with respect to U.S.residents. as such temp is defined In Section 204.2(x)of Regulation D of the Federal Reserve Board,the Bank will only make the transfer to the London Account if the amount to be transferred,together with the amount on deposit in the London Account, exceeds US $100.000. (b) If the US DDA Is in an overdraft position or fags short of the Target Balance(collectively.'Short fall Balance'),then the Bank will transfer an amount,In accordance with the selection and instructions on Schedule A.from the London Account to the US DDA. The London Account will be debited for the entire amount of the Shortfall Balance,even if so doing places the London Account into or further Into an overdraft. Funds transferred from the London Account to the US DDA will be credited provisionally to the US ODA on Day 1,and debited to the London Account on the next banking business day,value dated Day 1. The provisional credit will be final following the Bank's approval of the debit to the Landon Account. 7. Authorized Changes. The Customer may,upon reasonable notice to the Bank,and consented to by the Bank,authorize additions. deletions or changes to the Schedules,which notice shall extend the representations, acknowledgments and terms of this Service Terms to such changes. PN:578997 DOC ID:1 Page 29 of 46 • Ills kill I'll 8. Required FDIC Disclosure. In the event of a failure of the Bank,funds transferred as part of a Service will be considered deposits of the account in which the funds are held.as reflected on the Bank's end-of-day ledger balance,by the FDIC after completion of all transactions related to the Service and will be insured by the FDIC under its applicable Insurance rules and limits. 9. Term;Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A,and shall remain in effect unless and until terminsted. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank,effective immediately upon the sending of written notice to the Customer. 10. Notices. All notices to the Bank shall be sent to: JPMorgan Chase Bank,N.A.do J.P.Morgan Treasury Technologies Corporation, Liquidity Management Operations, 10420 Highland Manor Drive —Bldg 2—2nd Floor, Tampa. FL 33610 or such other address subsequently specified by the Bank. All notices to the Customer shall be sent to the Customer's last known address on the Bank's books and records. 11. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, U.S.A.,without reference to the conflict of law provisions thereof. D. Cross-Border (U.S./U.K.) Cash Concentration Service Terms (Multi Entity) 1. Service. JPMorgan Chase Bank,N.A.(the"Bank")will provide the customers(each a'Customer"or collectively the"Customers")with its Cash Concentration Service(the"Service)by which the Bank will:(i)automatically transfer funds In the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service('Schedule A")to and/or from the U.S.dollar demand deposit account maintained at the Bank in the U.S.and the U.S.dollar deposit so=nt in London which are listed on Schedule A('Customer Accounts):and(n)if the Customer selects this feature,the automatic return of such funds to the original deposit account.The provisions of the Bank's account documentation.including terms and conditions governing the operation of accounts and services("Account Documentation'),are incorporated into these Service Terns by reference.Capitalized terms used In these Service Terms.unless otherwise defined in these Service Terms.shall have the same meanings as set forth in the Account Documentation.By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. 2. Accounts. The Customers have or will open the following accounts("Authorized Accounts").as specMed in Schedule A: (I)a U.S. dollar demand deposit account on the Bank's books in the U.S. ("US DDA);and(it)a U.S.dollar deposit account on the Bank's books in its London Branch("London Account") 3. Balances. The Customers shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer,without further notice or demand.together with interest thereon for the period of the overdraft. 4. Acknowledgments. (a) The Customer acknowledges that deposits held in a branch of the Bank located outside the U.S.are payable exclusively at the branch at which the account is held and are not payable in the U.S. Such deposits:()are not insured by the Federal Deposit Insurance Corporation(the`FDIC)or any other governmental entity()are subject to cross-border risks;and(iii)have a lesser preference as compared to deposits held in the U.S.in the event of a liquidation of the Bank than U.S.domestic deposits. (b) The Customer further acknowledges that,notwithstanding anything to the contrary herein,if the Bank becomes aware of any legal or regulatory action which,in the Bank's sole opinion,inhibits the operation of the Service then the Bank may suspend the Service until the Bank's concerns are resolved to its satisfaction. S. Representations. Each Customer represents and warrants, with respect to itselt. (i) that each of its Customer Accounts is not restricted in any way,and is owned and held outright by the Customer,and(it)that its obligations under these Service Terns are legal. valid and binding,and enforceable in accordance with their terms. 6. Initial Transfers. If,in Schedule A.the Customers select a one way transfer of funds from the US DDA then the provisions of Section 6(a)will apply. If.in Schedule A.the Customers select a one way transfer of funds from the London Account,then the provisions of Section 6(b)will appy. If,in Schedule A.the Customers select a two way transfer of funds,then the provisions of Sections 6(a)and 6(b)will appy. In all events,the Customers will select.in Schedule A.a target balance for the US DDA('Target Balance). The Bank. at the close of a banking business day in New York,U.S.A.(*Day 1)will determine the available balance in the US DDA and make the transfers as described below. PN:578997 DOC ID:1 Page 30 of 46 (a) If the US DDA has positive balances which exceed the Target Balance('Positive Balance'),than the Bank will transfer an amount, in accordance with the selection and Instructions on the Implementation Form,from the US DDA to the London Account,with a debit to the US DDA on Day 1,and a credit to the London Account on the next business day in London,value dated Day 1—0 Day 1 Is a London banking business day, and otherwise on the current banking business day, provided, however, that if the London Account is maintained by a U.S. resident,as such term is defined in Section 204.2(x)of Regulation D of the Federal Reserve Board,the Barts will only make the transfer to the London Account N the amount to be transferred, together with the amount on deposit in the London Account,exceeds US$100.000. (b) If the US DDA is in an overdraft position or falls short of the Target Balance(collectively,'Short fag Balance'),then the Bank will transfer an amount,in accordance with the selection and instructions on the Implementation Faun,from the London Account to the US DDA. The London Account will be debited for the entire amount of the Shortfall Balance,even N so doing places the London Account into or further into an overdraft. Funds transferred from the London Account to the US DDA will be credited provisionally to the US DDA on Day 1,and debited to the London Account on the next banking business day,value dated Day 1. The provisional Credit will be final following the Bank's approval of the debit to the London Account. 7. Service Requirements. (a) The Bank will provide the Service to the Customers,only if each Customer is an affiliate of the other Customers(an'Affiliate). Affiliate'means an entity controlling,controlled by,or under common control with each Customer. (b) Each Customer appoints the Affiliate identified in Schedule A as its agent(the'Agent')for the purpose of()representing it with respect to any matter arising under these Service Terms, and (ii) executing and signing any agreements, documents or amendments on its behalf())in order to effect the transaction or actions contemplated by or(y)related to any matter arising under the Service Terns. 8. Authorized Changes. The Agent with respect to any Customer,may,upon reasonable notice to the Bank and consented to by the Bank,authorize additions,deletions or changes to the Schedules,which notice shah extend the representations,acknowledgments and terns of these Service Terns to such changes for the affected Customer. 9. Indemnity. Each Customer,jointly and severely,shall indemnify and hold the Bank harmless from and against any and all claims, damages,demands,liabilities,losses,costs and expenses(including attorneys'fees and claims caused by overdrafts in an Authorized Account)arising under these Service Terns,including,without Imitation.claims resulting from any breach or alleged breach of any representation or warranty hereunder,except, and to the extent,any such claims,damages, demands,liabilities, losses, costs and expenses are directly caused by the gross negligence or willful misconduct of the Bank. 10. Set Off. Each Customer agrees that the Bank shall have the unrestricted right.at any time,without notice,to(i)set off,in whole or in part,any funds In any Customer Account,against any overdraft in any other Customer Account;and(11)transfer or otherwise appy,in whole or in part,arty overdraft In any Customer Account,to any other Customer Account,even if so doing places such other Customer Account into or further into an overdraft. 11. Required FDIC Disclosures. In the event of a failure of the Bank,funds transferred as part of a Service will be considered deposits of the account In which the funds are held, as reflected on the Bank's end-of-day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 12. Term;Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A.and shall remain in effect unless and until terminated. These Service Terms may be terminated by any one Customer with respect to itself,or by the Agent with respect to any one Customer,by sending written notice to the Baric. These Service Terms may be terminated by the Agent on behalf of all of the Customers by the sending of written notice to the Bank. Any notice of termination sent to the Bank shag only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank,with respect to any one Customer,or with respect to all Customers,effective immediately upon the sending of written notice to the affected Customer or the Agent. 13. Notices. AN notices to the Bank shall be sent to: JPMorgan Chase Bank,NA. do J.P.Morgan Treasury Technologies Corporation. Liquidity Management Operations,10420 Highland Manor Drive—Bldg 2—2nd Floor,Tampa.FL 33610. All notices to a Customer or the Agent shall be sent to the Customers or the Agent's,as applicable,last known address on the Banks books and records. 14. Governing Law. These Service Terms shag be gavemed by and construed in accordance with the laws of the State of New York. U.S.A.,without reference to the conflict of law provisions thereof. PN:578997 DOC ID:1 Page 31 of 46 Receiver Services (eLockbox) Service Terms V1.00605 1. Services. JPMorgan Chase Bank.NA(the'Bank')will provide you(the'Customer)with a service(the"Electronic Payment Service)which will enable the Customer to electronically receive(a)payments or remittances owed to the Customer by consumers or other third parties.(b) home banking payments.and(c)payments made by a federal agency,department or instrumentality(collectively.'Electronic Payments') and to receive detail information respecting the Electronic Payments. The provisions of the Bank's account documentation,including account terms and conditions governing the operation of business accounts and services as well as other applicable service terms (collectively,Account Documentation) are incorporated into these Service Terms by this reference. By signing the applicable Account Documentation or by using or continuing to use the Electronic Payment Service,the Customer agrees to these Service Terms. 2. Networks. Certain Electronic Payments will be received through MasterCard Remote Payment and Presentment Service('RPPS'),a division of MasterCard International.Inc..Visa ePsy,a division of Visa International(Way),the National Automated Clearinghouse Association ('NACHA). which oversees the Automated Clearinghouse ('ACH') payment system and other funds transfer delivery channels or proprietary networks(collectively referred to as the"Networks). The Networks provide electronic funds transfer delivery channels which perform routing and settlement for previously captured and authorized Electronic Payments originated from participants' bill payment systems to member financial institutions. Bank is a participating member financial institution of the Networks as a receiving institution. 3. Compliance with Rules. With respect to Electronic Payments and data received through the ACH system,the Bank and the Customer will comply with and be bound by the Operating Rules of NACHA and the applicable regional ACH (collectively, the "Rules') as In effect from time to time. Including without limitation,the provision thereof making payment of an ACH Credit Entry(as such term is defined in the Rules)by the Bank to the Customer provisional until receipt by the Bank of final settlement for such ACH Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received,the Bank will be entitled to a refund from the Customer of the amount credited. With respect to Electronic Payments and data received from other Networks,Customer acknowledges that the Bank's services hereunder are subject to the rules and regulations of the Networks as amended from time to time and that Customer and the Bank will be bound by such rules and regulations. With respect to Electronic Payments and data originated by a Federal agency,department or instrumentality('Federal Agency'),(a)the Bank and the Customer will comply with all U.S.Treasury and other governmental rules and regulations applicable to such Electronic Payments and(b)the Customer represents and warrants that the Customer is authorized to receive the Electronic Payments from such Federal Agency. 4. Processing of Electronic Payments. (a 1 The Customer will test with the Bank as the Bank deems necessary to enable the Customer,the Bank and the Networks to process the Electronic Payments and transmit the Data(as defined in Section 5(a)). (b) The Bank will credit to a demand deposit account maintained by the Customer at the Bank (thus "Designated Account") each Electronic Payment received by it as to which the accompanying data indicates that such Electronic Payment is to be credited to the Designated Account. Except as otherwise provided in this Section,each such Electronic Payment will be credited to the Designated Account on the later of the payment datelefective entry date specified in such data or the date on which such Electronic Payment and the related Receiver Information are received by the Bank. If any payment is received by chedc,the Bank will forward such check to the Customer for processing. S. Transmission of Data. (a) On each banking day,the Bank will deliver to the Customer by means of computer transmission,fax,secure e-mail or other agreed upon method,a report(the"Daily Report")setting forth the data received in respect of the Customer and the Electronic Payments from the Networks. Federal Agency or other originator ('Data'). The Data will be extracted by the Bank from the information contained In the detail records supplied to the Bank by the Networks,Federal Agency or other originator and the Bank will have no liability or responsibility for any inaccurate,incomplete or non-current Data which was obtained from such detail records. (b) The Customer shall provide the Bank with all data necessary for the Networks.Federal Agency or other originator to process the Electronic Payments. In addition, Customer shalt provide the Bank with all specifications deemed necessary by the Bank for transmission of Data to Customer,including without limitation,fie format,account number ranges and settlement account number at the Bank. ici The Customer must review all remittance information received from the Bank and must inform the Bank as soon as possible.and in any event not later than 48 hours after receipt thereof.of any incorrect or questionable information Identified therein. The Bank will transmit information to the Networks,Federal Agency or other originator when Customer informs the Bank that it is unable to identify remittance information as described in the preceding sentence. 6. Other Invoice Data From Bill Payment Concentrators. The Bank agrees to receive. on behalf of the Customer,direct electronic sends of billing and invoice data from certain bill payment concentrators(the'concentrators)of the Customer. The Bank's sole responsibility with respect to this concentrator billing and invoice data is to transmit the data to the Customer. Customer acknowledges and agrees that the Bank will not submit these billing and invoice items from the concentrators Into the RPPS,the ACH.the Networks or any other settlement service for payment or settlement. In the event that Customer seeks to correct any data relating to this invoice data or to initiate a refund to the concentrator or its end-users PN:5711997 DOC ID:2 Page 32 of 46 relating to these invoices,Customer will need to independently contact the concentrator to handle such refund or correction. Bank will not be responsible for assisting Customer with such refunds or corrections. PN:578997 DOC ID:2 Page 33 of 46 • • 111111,01 1 Image Deposit Direct Service Terms I JPMORGAN CHASE BANK, N.A. V2.3_12 05 11 1. Service Terms. These Image Deposit Direct (IDD) Service Terms ('Service Terms) state the terms and conditions that govern Customers use of the IDD Service(the"Service').These Service Terms supplement the deposit account terms governing Customer's deposit account(s).These Service Terms and the deposit account terns(collectively, the"Account Documentation")may be amended from gine to lime.The deposit account terms are hereby ratified and affirmed,and are incorporated herein and shall continue to apply in all respects,as amended hereby.By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Service,Customer agrees to these Service Terms. 2. The Service. The Service allows Customer to make certain electronic deposits of eligible checks and items(eligible checks and items are limited to personal checks,money orders,business checks and traveler's checks payable in U.S.Dollars and drawn on U.S.banks or US Postal Service Money Orders), by using a capture device to create an electronic image of a paper check or other paper source document ('Item) and transmitting it and related data to Bank. As part of the Service Customer must use software and hardware provided by or acceptable to Bank.Customer is solely responsible for the image,information or data that is transmitted,supplied or key- entered by Customer.Customer employees or agents.Before Customer transmits any image of an Item,Customer shall endorse all Items with the legend"For Deposit Only"and Via Customers name or account number unless otherwise provided for by the Bank. a. Customer agrees that after the electronic image of the Item has been created and submitted for deposit. Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item.Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. b. Customer agrees that the electronic image of the Item or any substitute check, as defined by federal law,will become the legal representation of the Item for all purposes,including return items processing. c If Bank receives the submitted deposit transmission of an Item no later than the Bank's designated cut off time(the'Cutoff Time)on a day that the Bank is generally open for business,i.e..Monday through Friday excluding weekends and state or federal holidays ('Business Day).Bank will consider that day to be the day of deposit.It Bank receives a submitted deposit transmission of an Item after the Cutoff Time or on a non-Business Day,the deposit will be considered to be made on the next Business Day.The Cutoff Time reflects the time displayed on the Bank's Internal system docks and may not necessarily be synchronized with the internal clock displayed on Customer's computer or device.For this reason.Bank suggests that Customer transmit any submitted deposit to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. d. Customer agrees to pay the Bank's fees for the Service. e The tern of the Service is two(2)years.After the expiration of the initial two year term,the Service shall continue on a month to month basis. f.Customer is responsible for making certain that only images of eligible Items are sent to Bank through this Service.Any image of an Rem sent through this Service that is not eligible as set forth in Section 2 above will be handled at Customers sole risk and liability. 3. Item Processing. If the electronic files and/or images transmitted to Bank with respect to any Item do not comply with its or its processors requirements for item type submitted,content,batch size and/or formal,the Customer shall be solely responsible for any loss related to the processing of such Item,Including if the Bank,in its sole discretion: a further transmits the Item and data in the form received from Customer; b. repairs or attempts to repair the Item or data and then further transmits it: c processes the Item as photocopies in lieu of originals;or d. returns the data and Item to Customer unprocessed and charges back Customers account. 4. Warranties. Customer represents and warrants to Bank that: a. any image Hank receives accurately and legibly represents all of the information on the front and back of the original Item as of the time the original Item is truncated; b. the information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR-line information required for a substitute check and the accurate amount of the Item. c the Item conforms to the technical standards for an Electronic Item set forth in Regulation J. or Federal Reserve Bank operating circulars and for a substitute check set forth in Regulation CC: PN:578997 DOC ID:3 Page 34 of 46 • • 111 RI d no person will receive a transfer.presentment,or return of,or otherwise be charged for,the Item(either the original Item,or a paper or electronic representation of the original Item)such that the person will be asked to make payment based on an Item it has already paid; e. Customer will not redeposit through this Service any Item previously deposited and returned to Customer unless Bank advises Customer otherwise; i. Customer will employ commercially reasonable security measures and firewalls sufcient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment; g Customer will only transmit Items that originated as paper Items; h. Customer will comply with all laws and regulations applicable to Customer in its use of the Service and not use the Service for any purpose prohibited by foreign exchange regulations,postal regulations or any other treaty,statute,regulation or authority;and i. If the Customer Is depositing Items made payable to a third party,Customer also represents and warrants to Bank that In connection with each Item deposited through the Service,the owner of the Item has authorized Customer to negotiate the item and process the Item through electronic transmittal. 5. Disclaimer. Bank makes no representations or warranties,whether express, implied or statutory regarding or relating to any of the software,capture devices or other hardware and/or access to or use of them or the related materials and the Service.Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non-infringement. Bank and its subcontractors also do not guarantee that Customer access to the Service will be uninterrupted, error free or secure.Any corrective action the Bank may take with regard to any software,capture devices or other hardware, related to the Service shall not establish a course of dealing by the Bank,expectation by the Customer, or otherwise obligate the Bank to take any future action.Subpart B of Regulation CC(availability of funds)does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However.Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank's sole discretion. 6. Limitation of Liability. In no event will Bank's liability under these Service Terns for any damages of any kind exceed an amount equal to the fees the Customer paid Bank for the Service during the twelve(12)months preceding the date on which Customer made the corresponding claim. If Customer makes a claim during the first twelve (12)months of service. Bank's liability will be limited to the average monthly fee Customer paid during that time multiplied by twelve. 7. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages(including reasonable attorneys'fees)arising from or in connection with: a. Customer breach of any of the warranties made by Customer pursuant to these Service Terns: b. any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under Federal Reserve Board Regulations CC and J or other laws,regulations,industry and clearing house rules applicable to Items. c. Customer use of the Service or the use of the Service by anyone using Customer Security Device or Customer violation of these Service Terns or the rights of any third party(including,but not limited to,privacy rights). 8. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the security and safety of the scanner.the transmission of the images and the original Items as defined below and that Bank has the right to audit Customer's physical locations where the scanners are used and original items are stored as well as Customer's processes for secure destruction of the original Items.Scanners provided through this Service are to only be used at locations within the United States. 9. Computer Equipment; Browser Access and Internet Services. Customer is responsible for obtaining, installing, maintaining and operating all software,hardware or other equipment(collectively,"System")necessary for Customer to access and use the Service.This responsibility includes,without Iknitation.Customer's utilizing up to date web-browsers and the best commercially available encryption, antivirus,ami-spyware,and Internet security software.Customer is additionally responsible for obtaining Internet services via the Internet service provider of Customer's choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges.Customer acknowledges that there are certain security,corruption,transmission error,and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks, Including.but not limited to those Bank may disclose in its educational materials.Customer acknowledges that Customer is responsible for the data security of the Systems used to access the Service.and for the transmission and receipt of information using such Systems. Customer acknowledges that Customer has requested the Service for Customers convenience,has made Customer's own independent assessment of the adequacy of the Internet and Systems and that Customer is satisfied with that assessment.Bank is not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Customers Systems nor is Bank responsible for notifying Customer of any upgrades, fixes. or enhancements to, or for providing technical or other support for Customers Systems. Although Bank may provide a fink to a third party site where Customer may download software. Bank makes no endorsement of any specific software, hardware or Internet Service Provider and Customers use of any such software, hardware or service may also be subject to the license or other agreements of that provider.in addition to the terms and conditions of these Service Terns. Customer PN:578997 DOC ID:3 Page 35 of 46 • I � � agrees that the presence of any malware, including, without limitation, any keystroke logger type of malware, on any of Customer's computers shall be presumed, unless proven otherwise by clear and convincing evidence by Customer, to constitute the failure by Customer to fu1B11 its duty at all times to maintain the proper functioning,maintenance and security of its own systems,services.software and other equipment,and to be the cause of any damage,loss,expense or liability which may be suffered or Incurred by Customer. 10. Security Devices. In order to communicate electronically with Bank whether via the Internet,or otherwise,to access information or effect transactions in connection with the Service. Customer shall utilize identification codes, passwords, authorization, authentication and/or encryption algorithms,tangible or intangible security tokens,cookies.digital signatures and private or public keys(individually a 'Security Device'and collectively the'Security Devices")to be issued or approved by Bank from time to time.To prevent unauthorized access to Customer's accounts and to prevent unauthorized use of the Service.Customer agrees to protect and keep confidential the Security Devices used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has used the Service without Customer's permission,or that any other unauthorized use or security breach has occurred.Customer agrees to immediately notify Customer's relationship officer. 11. Product Rights. a. Grant of License. To the extent Bank or its licensors make any software available to Customer via download on its website or by any other means for use in conjunction with the Service.Bank hereby grants,and Customer hereby accepts,for the term of these Service Terns,is nonexclusive,non-assignable,nontransferable,limited right and license to use the proprietary computer software products in object code and any associated documentation("Products")for use only directly in conjunction with its permitted use of the Service. b Title. Except for the license granted to Customer hereunder,all rights and title in and to the Products,including any improvements, modifications,and derivative works,will at all times remain with Bank or its licensors,and Customer shall acquire no rights in the Products. c Use of Products. o Customer agrees that the Products will be used only by Customer and Customer's Affiliates,provided that each Affiliate agrees to be bound by the terms hereof and further that Customer will be liable for Customer's Affiliates!acts and omissions in connection with the Products.For purposes of this Agreement,"Affiliates"means those entities that control,are controlled by or are under common control with Customer. For purposes of this definition. "control" (including with correlative meaning, controlled by,and under common control with)means the possession,directly or indirectly,of greater than a 500A ownership interest in an entfty. n) Except as otherwise expressly provided herein,Customer will not copy.modify,or create derivative works of the Products or display,assign,sublicense,distribute,or otherwise transfer any interest in this Agreement or the Products to any third party. iii) Customer will not. and will not permit others to, reverse engineer, reverse-compile, or reverse-assemble the Products or otherwise attempt to obtain source code for the Products. rv) Customer shall use the Products solely for Customer's internal business purposes.For purposes of this clause,the expression "internal business purposes"will In no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing or(except as otherwise expressly provided herein)commercial exploitation of the Products. v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to Customer. coo Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank and/or its licensors and must be maintained as secret,confidential and proprietary.Customer agrees that copyright legends bome by the Products In no way reduce the trade secret,proprietary and/or confidential nature thereof.Customer will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made,in whole or in part,and will use at least the same degree of care to prevent the unauthorized use,disclosure or availability of the Products as Customer ordinarily use in protecting Customer's own most valuable confidential and proprietary information.Customer will not remove or after any copyright or other proprietary legends contained on the Products. vu) Customer obligations under this Section survive lamination of these Service Terms. d. Installation.Training and Maintenance. Customer will be solely responsible for the Installation,training,maintenance and use of the Products.It is Customers(and expressly not Bank's)responsibility to establish reasonable backups,accuracy checks and security precautions to guard against possible malfunctions,loss of data and unauthorized access. e. Patent Infringement. In the event the Products become,or in Bank's opinion are reasonably likely to become,the subject of a claim of Infringement,Customer will allow Bank,at its option and expense,to replace the Products with a non-infringing alternative,modify the Products so that they become non-infringing or terminate the license. PN:578997 DOC ID:3 Page 36 of 46 I Risk of Loss. Customer will bear the entire risk of loss,destruction and damage to the Products from any cause whatsoever,and no such toss,destruction or damage Shall Impair any of Customer obligations hereunder which shall continue in full force and effect. 9 Export Control; Compliance with Laws. Customer will be responsible, at Customer's expense, for complying with all laws and regulations applicable to use of the Products,including.without Imitation,laws and regulations pertaining to(i)exports or imports of Software and e will related propel (0) use or remote use of software and related property; or(iriQ registration of this Agreement. Indemnify and hold harmless Bank and Is affiliates,employees and agents from and against all actions,claims. Imes.demands, liabilities, litigation or damages (including reasonable attorneys'fees) arising from or in connection with any violation by Customer of any such laws or regulations. 12. New Features. Bards may.from time to time, Introduce now features to the Service or modify or delete existing features in Is sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so.By using any new or modified features when they become available.Customer agrees to be bound by the rules concerning these features. 13. Limitation of Liability; No Warranties. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT. INDIRECT,SPECIAL,INCIDENTAL,EXEMPLARY,OR CONSEQUENTIAL DAMAGES.INCLUDING LOST PROFITS,ARISING FROM OR RELATED TO THE SYSTEM,EQUIPMENT,BROWSER ANDIOR THE INSTALLATION OR MAINTENENACE THEREOF,ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, BUGS, ERRORS. CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE. THE INTERNET. OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND BANK'S DIRECT,EXCLUSIVE AND REASONABLE CONTROL,AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY LOSS, DAMAGE OR INJURY SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMERS USE OF THE ONLINE SERVICE IS AT CUSTOMERS SOLE RISK AND THAT THE ONLINE SERVICE AND ALL INFORMATION.PRODUCTS AND OTHER CONTENT(INCLUDING THIRD PARTY INFORMATION. PRODUCTS AND CONTENT)INCLUDED IN OR ACCESSIBLE FROM THE SITES,ARE PROVIDED ON AN AS IS--WHERE-IS-AND 'WHERE AVAILABLE"BASIS.AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO CUSTOMER.CUSTOMER ACKNOWLEDGES THAT BANK MAKES NO WARRANTY THAT THE ONLINE SERVICE WILL BE UNINTERRUPTED. TIMELY, SECURE OR ERROR-FREE UNLESS OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW,BANK DISCLAIMS ALL REPRESENTATIONS,WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS)AS TO THE ONLINE SERVICE AND ALL INFORMATK)N,PRODUCTS AND OTHER CONTENT(INCLUDING THIRD PARTY INFORMATION.PRODUCTS AND CONTENT)INCLUDED IN OR ACCESSIBLE FROM THE SITES.NO LICENSE TO CUSTOMER IS IMPLIED IN THESE DISCLAIMERS. 14. Fees;Cancellation or Termination of Service. a If Customer cancels the Service before the expiration of two(2)years,Customer shall pay an early cancellation fee of$500.00 for each scanner not paid for in full at the time the Service is implemented. b. Bank reserves the right to terminate the Service at any time upon 30 days prior written notice. Not withstanding the foregoing.Bank may terminate the Service immediately(i)N Customer breaches any warranty,(ii)N Customer fails to pay the Service fees or(iii)if Customer becomes financially Impaired based upon Bank's sole discretion. c. If the Service is cancelled or terminated by either Customer or Bank for any reason. Customer shall uninstall any software or hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any toss that could have been prevented by Customer's compliance with this provision. d The provisions of sections 2,7.8.10 and 11 shall survive termination of these Service Terns. PN:578997 DOC ID:3 Page 37 of 46 • • IN End of Day Money Market Mutual Fund V4.0123110 Sweep Service Terms Customer.City of Round Rods Date:12 April 2012 1. Service. JPMorgan Chase Bank,N.A.(the'Bank*)will provide the customer(the'Customer)with its automatic end of day investment sweep service to JPMorgan money market mutual funds(the'Service')by which the Bank:(Q will arrange for the automatic investment of Customer balances Into JPMorgan Money Market Fund;(tl)will arrange for the return of invested funds;and(lit)will credit the Customer's account with dividends;all as more fully described below.The provisions of the Bank's amount documentation.Including account terms and conditions governing the operation of business accounts and services("Account Documentation"),are incorporated into the Service Terms by reference. By signing the applicable Account Documentation,by signing these Service Terms, or by continuing to use the Service,the Customer agrees to the Service Terms. 2. Accounts. W The Customer hereby authorizes the Bank to establish and/or maintain In the Customer's name the demand deposit account(the "DDA")referenced in Schedule A.attached hereto. (b) The Bank will maintain on the books of the JPMorgan Money Market Mutual Fund(the"Fund")an account in the name:JPMorgan Chase Bank.NA.for the benefd of itself and its Customers(Master Account"). 3. Sweep Operation;Investments. (a) The Customer will select the Fund,as designated on Schedule A,to which its investment will be made. In addition, Schedule A establishes parameters for the sweep of balances under the service('Sweep Parameters"),by setting forth the following Customer- specific information:n a Target Balance',which is the level of available balances that will remain in the DDA after the posting of all debts and credits;(ti)an'Initial Investment Cap',which is the maximum amount above the Target Balance which Customer and the Bank initially expect to have invested for the Customer. Sweep Parameter:are subject to review and modification by the Bank upon notice to the Customer. (b) The Bank, subsequent to the establishment of the Initial Investment Cap, will use a statistically derived floating cap ("Floating Investment Cap")in substitution for the initial Investment Cap,in order to estimate the level of balances in the DDA available for investment. (c) The Bank,at the end of each banking business day(a'Business Day')will automatically debit the DDA and transfer to the Fund an amount equal to the available balance in the DDA above the Target Balance but not to exceed the Initial Investment Cap or the Floating Investment Cap, as applicable ('Sweep Balance"), for the purchase of shares ('Shares') in the Fund. The Shares purchased shall be recorded in the Master Account. To the extent that additional Shares are available to the Bank, and the Customer has additional funds in the DDA,above the Initial Investment Cap or the Floating Investment Cap,as applicable,available for investment('Incremental Sweep Balance"),then the Bank,without incremental expense,in addition to the Sweep Balance,will endeavor to sweep some or all of the Incremental Sweep Balance in excess of the applicable cap Into Shares,but will have no liability for not doing so in any circumstance. The Bank,on the succeeding Business Day,will send a redemption order to the Fund for the Sweep Balance, and the Incremental Sweep Balance, if applicable, and credit the DDA for the returned amount at the opening of business. (d) The Bank will invest the Sweep Balance and the Incremental Sweep Balance.If applicable,of the Customer in a share class("Share Class")of the designated Fund,based on the amount of the Sweep Balance and the Incremental Sweep Balance. The Bank is authorized,on a periodic basis,to re-evaluate whether the Customer's Sweep Balance and Incremental Sweep Balance should be Invested in a different Share Class or should continue in the current Share Class based on balance invested in the prior assessment period. The Bank is authorized and directed to invest the Customer's Sweep Balance and Incremental Sweep Balance in such different Share Class of the designated Fund in accordance with such re-evaluation. 4. Acknowledgments.The Customer acknowledges that: (a� Service and the interest in Shares hereunder for the Customer shall be subject to, as applicable,the terms and conditions of:(i) these Service Terms;(1)the prospectus for the Fund(the"Prospectus").and the Statement of Additional Information for the Fund (the"SAI"),each as amended from time to time;and pi)such further conditions as the Bank or the Fund impose and make known to the Customer from time to time; (b) The distributor of the JPMorgan Money Market Mutual Funds is JPMorgan Distribution Services Inc.,which is affiliated with the Bank.The Bank may receive compensation from the Fund, the management company for the Fund and/or the disinbutor of the Fund for providing services as described in the Prospectus; PN:578997 DOC ID:4 Page 38 of 46 rc) The Customer.01 consents to receiving all information from the Bank,including without Rmilation,the Prospectus and the SAI,via electronic means;(ii) is able to open and read all such communications; (iii) has received and Is responsible for reviewing the current Prospectus, which contains information about the Funds(s), including management fees and fund expenses paid by the Fund;and(iv)consents to having its sweep statements delivered by electronic means including the Internet: (d) Affiliates of the Bank provide services to the Fund(s)and receive fees from the Fund(s) for such services as described in the Prospectus,including acting as Investment advisor,administrator,custodian,distributor and shareholder servicing agent,and the Bank may receive fees from its affiliates for providing services to the Bank's Customers that invest In the Fund(s);and (e) The Customer was not offered any advice or recommendation on Investing in the Fund by the Bank,and()no investment account or Master Account established with respect to the Fund(s)Is a deposit account and neither such account nor Shares in the Fund(s) are insured by the Federal Deposit Insurance Corporation(the`FDIC'Y.(10 Shares in the Fund(s)are not the obligations of,and are not guaranteed by the Bank or the U.S.government;(iii)there Is no assurance that the Fund will be able to maintain a stable net asset value of$1.00 per Share and that investments in mutual funds involve risk, including possible loss of principal; (iv) the Customer has made its own independent Investment assessment as to the suitability and appropriateness of the Service and the investments hereunder for the needs and requirements of its business,and assumes all risk of loss resulting from any decision lt makes to purchase,exchange or sell Shares of the Fund,or to authorize the some on its behalf;and(v)the Customer is not subject to backup withholding. S. Service Fees. The Customer shad compensate the Bank for the service,in accordance with the Bank's fee schedules from time to time in effect. 6. Required FDIC Disclosures. In the event of a failure of the Bank,funds swept to a Fund,as reflected on the Bank's end-of-day ledger balance,would not be considered deposits by the FDIC. However.the FDIC would treat the beneficial owner's swept funds in one of two ways: (a) if the failed Bank's assets were transferred to an acquiring institution, the swept funds would be returned back into the beneficial owner's deposit account on the business day following the failure of the Bank;or(b)If the faded Bank will be dissolved,the beneficial owner would receive a check or other payment from the FDIC to reacquire the beneficial owner's allotted Interest in the Fund in accordance with the FDIC's normal procedures. 7. Miscellaneous. (a) The Customer has no right to demand delivery or transfer of Shares purchased for it hereunder, but the Bank may deliver such Shares to Customer In discharge hereof if redemption is precluded. In the normal course, redemption proceeds, including any dividends,will be deposited In the ODA upon receipt from the Fund. Dividends will be posted to the DDA when received by the Bank. Since Fund dividends are paid monthly,although accrued dally,such dividends will actually be credited to the Customer once a month,In arrears. The calculation method for these dividends Is disclosed in the Prospectus and SAI. (b) The Bank reserves the right,in its sole discretion:(i)to suspend the service on any given day;or(ii)to limit the amount of the Sweep Balance or Incremental Sweep Balance actually transferred to the Fund, and, such limits may vary between ODAs and between Customers. To the extent the Customer expects a significant Increase or decrease in the level of available balances In the DDA,the Customer will notify its client service representative at the Bank,prior to the increase or decrease in order to reduce the possibility that the Sweep Balance or incremental Sweep Balances,or parts thereof,remain in the DDA,and to enable the Bank to more accurately adjust the Floating Investment Cap. The Customer will receive earning credits for any Sweep Balance or Incremental Sweep Balance, or parts thereof, remaining In the ODA, and wig be responsible for any overdrafts that occur it a redemption order is not completed or balances are not returned to the DDA In the event the Fund fails to fund a redemption or fails to meet any of its other obligations to the Customer,the Customers recourse for such failure is to the Fund. (ci Transactions involving the Fund will be reflected on Customers monthly Sweep Account statement. The Bank may omit sending a statement(s)of sweep activity to the Customer for any month when the Account has had a zero balance and no activity. (d) To the extent legally possible,the Bank may amend this Service Terms at any time in any respect effective upon written notice to Customer. 8. Notices. AN notices to the Bank shall be sent to: JPMorgan Chase Bank, N.A.,do JPMorgan Treasury Technologies Corporation, Treasury.Liquidity and Investment Products(RIP)Operations,10420 Highland Manor Drive—2nd Floor.Tampa.Fl.33610. All notices to the Customer shad be sent to the Customers last known address on the Bank's books and records 9. Taxes. The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose,in any jurisdiction. The Customer has fully satisfied itself as to any tax impact of this Service before agreeing to the terms herein,and Is responsible for any income,withholding or other taxes Imposed by any jurisdiction. The Customer will indemnify and otherwise hold the Bank harmless for(4 withholding tax imposed by any jurisdiction on overdraft interest charged to any demand deposit account,and any Interest,penalties or additions to tax for failure to properly remit such tax,and(10 the Bank's payment of any taxes. interest,penalties and or additions to tax otherwise due from,or paid on behalf of,such Customer. The Customer is responsible for effecting the actual payment to appropriate taxing authorities of any withholding tax due on overdraft charges. The Customer ll sha Provide the Bank such documentation, declarations, certifications and Information as it may require in cores with taxation, and warrants that such information is true and correct in every respect,not misleading or inaccurate in army way, and contains all material Information. The Customer undertakes to notify the Bank immediately lf any Information requires updating or correction. The overdraft PN:678997 DOC ID:4 Page 39 of 46 1 I charge will be free and clear of, and without any deduction or withholding for, any applicable withholding tax. The overdraft charge legally due to the Bank shall be equal to the quotient calculated by dividing(i)the stated overdraft charge provided to the Customer by the Bank by(ii)1 minus the applicable withholding tax rate. 10. Termination. Either party may terminate this Service upon giving notice to the other party, effecFA In this case of the Bank, a reasonable time following receipt of such notice. In addition,this Service will terminate upon the closing of the DDA for any reason. In the ordinary course of business, dividends accrued prior to termination will be paid to Customer following the end of the month during which termination occurred. 11. Errors; Delays. The Bank shall not be liable for errors or delays in transmission of orders for purchase or redemption of Shares sent from the Bank to the Fund or to the Fund's distributor.All claims for adjustments shall be made by the Customer within ninety(90)days of the corresponding account statement or be waived. 12. If the Customer has selected a U.S. domestic Fund as a Fund, the provision of Section 12 shall apply in addition to the provisions of Sections 1 through 11.These Funds are only available to entities domiciled in the United States. Distributor. The Customer acknowledges that the distributor of the JPMorgan Money Market Mutual Funds is JPMorgan Distribution Services Inc., which is affiliated with the Bank. The Customer acknowledges that the distributors of the third party Funds are not affiliated with the Bank.The Bank may receive compensation from the Fund,the management company for the Fund and/or the distributor of the Fund for providing services as described in the Prospectus. 13. If the Customer has selected an Off-Shore Fund as a Fund, the provisions of Section 13 shall apply in addition to the provisions of Sections 1 through 11. a) Distributor. The Customer acknowledges that the distributor of the JPMorgan Liquidity Funds is JPMorgan Asset Management(Europe)S.a.r.l. which is affiliated with the Bank.The Customer acknowledges that the distributors of the third party Funds are not affiliated with the Bank. The Bank may receive compensation from the Fund, the management company for the Fund and/or the distributor of the Fund for providing services as described in the Prospectus. b) Representations. The Customer represents and warrants to the Bank that: i) it is not a "U.S. person", as such term is defined in Regulation S, promulgated by the Securities Exchange Commission pursuant to the Securities Act of 1933 and it will notify the Bank immediately of any change in this status; ii) it was not formed principally for the purpose of investing in securities not registered under the U.S.Federal Securities laws; iii) the funds that will be used to purchase Shares will not be obtained from a U.S.person;and iv) it is acquiring Shares as an investment for itself and not on behalf of a U.S.person. c) Indemnity. The Customer shall indemnify and hold the Bank harmless from and against any and all claims, damages, demands, liabilities, losses, costs and expenses (including attorneys'fees) as a result of or in connection with the breach of any representation or warranty hereunder. 14. If the Customer has selected a JPMorgan Off-Shore Fund as a Fund,the provision of Section 14 shall apply in addition to the provisions of Sections 1 through 11 and Section 12. Additional Terms Applicable to an Investment In a JPMorgan Offshore Fund. The Customer acknowledges that it has read the Additional Terms Applicable to an Investment in a JPMorgan Offshore Fund attached hereto as Annex I and agrees to be bound by the provisions set forth therein. PN:578997 DOC ID:4 Page 40 of 46 0 Agreed to: Agreed to: CITY OF ROUND ROCK JPMorgan Cha Bank,N.A. By: _ // By: (Signature) (Signature Name: Alan McGraw Name: Larnell Camus Title: Mayor Title: Sr.V' a President Date: PN:578997 DOC ID:4 Page 41 of 46 IN I I Important Information About FDIC Insurance From December 31,2010 through December 31,2012,funds maintained in a noninterest-bearing transaction account are fully insured by the Federal Deposit Insurance Corporation(FDIC). This coverage is separate from and in addition to coverage available for your other deposit accounts. FDIC insurance does not cover any funds transferred out of a noninterest-bearing transaction account into an investment sweep option while such funds are invested. PN:578997 DOC ID:4 Page 42 of 46 End of Day Money Market Mutual Fund Sweep I SCHEDULE A Date:12 April 2012 Customer Name: City of Round Rock DDA Name: City of Round Rock DDA No. TBD Tax Payer ID Number(TIN): 746017485 W8 Type/Number. Fund Options: For US Domiciled Entity or Person—Valid US TIN Required ❑JPMorgan Prime Money Market Fund-Morgan 0283 ❑JPMorgan Prime Money Market Fund-Premier#350 ❑JPMorgan Prime Money Market Fund-Agency#349 ❑JPMorgan Tax Free Money Market Fund-Morgan#2 ❑JPMorgan Tax Free Money Market Fund-Premier#92 ❑JPMorgan Tax Free Money Market Fund-Agency 0244 ❑JPMorgan US Government Money Market Fund-Morgan#3916 ❑JPMorgan US Government Money Market Fund-Premier#1086 ❑JPMorgan US Government Money Market Fund Agency#1603 ❑JPMorgan US Treasury Plus Money Market Fund-Morgan#3919 --- ❑JPMorgan US Treasury Plus Money Market Fund-Premler#3920 ❑JPMorgan US Treasury Plus Money Market Fund-Agency#3917 ❑JPMorgan 100%US Treasury Securities Money Market Fund-Morgan#677 ❑JPMorgan 100%US Treasury Securities Money Market Fund-Premier#675 ❑JPMorgan 100%US Treasury Securities Money Market Fund-Agency 0676 For Non-US Domiciled Entity of Person ❑ JPMorgan U.S.Dollar Liquidity Fund-Morgan#195 ❑ JPMorgan U.S.Dollar Liquidity Fund-Premier#194 ❑ JPMorgan U.S.Dollar Liquidity Fund-Agency4193 ❑ JPMorgan U.S.Dollar Treasury Liquidity Fund-Morgan#1333 ❑ JPMorgan U.S.Dollar Treasury liquidity Fund-Premier#1336 ❑ JPMorgen U.S.Dollar Treasury Liquidity Fund-Agency 01335 Target Balance _...._ STBD Default Amount:$0.00 Initial Investment CapSTBD Based on anticipated average balances above the Target Balance, but not to exceed$10 million PN:578997 DOC ID.4 Page 43 of 46 i This Schedule A supersedes any previous Schedule A with respect to the information,accounts and selections. By signing below the Customer confirms such information,accounts and selections set forth in this Schedule A for this Service. Agreed to: Agreed to: CITY OF ROUND ROCK JPMORGAN CHASE BANK,N.A. omer) By: / By: (Signature) (Signature) Name: Alan McGraw Name: Larnell Camus Title mayor Title: Sr.Vice President PN:578997 DOC ID:4 Page 44 of 46 Certificate of Incumbency ( JPMorgan Chase Bank,_N.A. - _V1.2_02_19_10 O Check it below signatures are applicable to a Lender or Secured Party of a Multi-Party Blocked Agreement The undersigned certifies that: 1 am an authorized official of (Lender/Secured Party),and that the persons named below are presently holding the offices set forth opposite their respective signatures below.and each such signature Is his or her genuine signature;and each are authorized to act on behalf of the Lender/Secured Party_ The undersigned certifies that: I am an authorized official of City of Round Rock,duly organized and existing under the Iters of the Stale of Texas, ('Organization");that the information presented below is correct and the persons named below are presently holdirgl the'o s set forth opposite their respective signatures below;and each such signature Is his or her genuine signature: Type or Print Name Signatures(Please sign inside the bbx) Phone and Fax (Name) ' {Phone) '_Steve Norwood 512-218- i5400 (Title) _.. _. _-• ! (F�) . - _City512-218-7097 I E-Mail Address -- — — — I snorworoundrocktexas.aov I (Name) i•Cheryl Delaney. _ (Phone) 1.512-218-5400 Finance Director — (Fax) — - - 512-218-5442 E-Mail Address _ cdelaney@roundrocktexes.gov # (Name) (Phone) (Title) -- (Fax) '. E-Mail Address ... — .I �.. .. ._-•—• •—•• —.. (Name) i (Phone) (Title) — i (Fax) E-Mail Address i (Name) (Phone) (Title) — _ (Fax) E-Mail Address — 1 In Witness Whereof,I have hereunto subscribed my name and affixed the seal of the Organization,If applicable,this 12 Day of aril 2012, By: . Signature Sara White Print Name City Clerk Title By: Signature Print Name Title PN:583919 DOC ID:7 Page 66 of 56 EXHIBIT „C„ FEDERAL RESERVE BANK OPERATING CIRCULAR 7 APPENDIX C: CUSTODY AGREEMENT FOR BOOK-ENTRY SECURITIES This Appendix sets forth the terms under which this Bank holds Book-Entry Securities in custody for the benefit of a state or local government or unit thereof to which the securities have been pledged. Unless otherwise agreed in writing between this Bank and a Pledgee, this Appendix applies only to Book-Entry Securities pledged for the purposes specified in Paragraphs 4.3.2(a) (ii) of this Operating Circular("Circular"). This Appendix constitutes an agreement, as described in the Applicable Regulations, regarding the security interest of a non-Participant in Book-Entry Securities held by a Participant on the books of this Bank. Each Reserve Bank has issued an Appendix C to Circular No. 7 identical to this one. 1.0 DEFINITIONS In addition to the terms defined in the Circular, the terms defined in this Paragraph have the following meanings when used in this Appendix. (a) Applicable Regulations means the regulations of issuers of Book-Entry Securities listed in Appendix A to this Circular. (b) Collateral Transaction means the pledge of Book-Entry Securities by a Pledgor to a Pledgee; the release of Pledged Securities to a Pledgor; or the substitution of the same par value amount of new Pledged Securities for existing Pledged Securities that are released to the Pledgor. (c) Pledged Security means a Book-Entry Security that is held in a Restricted Securities Account. (d) Pledgee means the state or local government or unit thereof, to which Book- Entry Securities have been pledged. (e) Pledgor means the Participant that has pledged the Book-Entry Securities. 2.0 GOVERNING LAW 2.1 The Bank provides custodial services in accordance with Paragraph 4.3.2(a) (ii) of the Circular and this Appendix. The Bank's rights and obligations in providing custodial services pursuant to this Appendix are governed solely by the Circular, this Appendix, and the Applicable Regulations. 2.2 Pledgor and Pledgee warrant that a pledge of Book-Entry Securities marked on the books of the Bank under the provisions of this Appendix is in accordance with applicable law. If any provision of any bond, security or pledge agreement between Pledgor and Pledgee, or any subsequent waiver, modification or amendment of such agreement, imposes any duties on this Bank that are inconsistent with the provisions of this Appendix, the provisions of this Appendix govern. Provisions of state law that are inconsistent with, or in addition to, the provisions of this Appendix are not binding on this Bank unless otherwise agreed in writing. 2.3 Under the Applicable Regulations, the security interest of a Pledgee is perfected by this Bank's marking the security interest on its books, and the security interest has priority over any other interest in the Pledged Securities, other than a security interest of the United States. 3.0 ESTABLISHMENT OF RESTRICTED SECURITIES ACCOUNT 3.1 This Bank will establish a Restricted Securities Account for the benefit of a Pledgee once the Pledgee has agreed to the terms of this Appendix and has provided such other information as may be required by the Bank. Existing Pledgees may be required to execute a new agreement with the Bank but, in the absence of such new agreement, are deemed to have agreed to the provisions of this Appendix by continuing to hold Pledged Securities with the Bank. Forms for this purpose are available from the Bank. 3.2 By initiating a Collateral Transaction, a Pledgor agrees to all the provisions of this Appendix, as amended from time to time. 4.0 COLLATERAL TRANSACTIONS 4.1 A Collateral Transaction is initiated by the Pledgor and, except for the pledge of new Pledged Securities, requires the prior approval of the Pledgee or its authorized representative. Collateral Transaction requests and Pledgee authorizations are subject to verification procedures the Bank species from time to time. 4.2 1f a Pledged Security is unacceptable as collateral to a Pledgee, the Pledged Security will not be released to the Pledgor without the authorization of the Pledgee. The Bank assumes no responsibility to determine if a Pledged Security is acceptable to the Pledgee. 4.3 A Pledgee may provide the Bank with written standing instructions to permit substitutions of like par value amounts of Pledged Securities without the consent of the Pledgee. A substitution transaction involving a lesser par value amount of Pledged Securities requires Pledgee authorization for the release of Pledged Securities. In the case of a substitution involving a pay-down Book-Entry Security, par value refers to the outstanding book value of the securities at the time of a substitution transaction. 4.4 The Bank issues a confirmation to the Pledgee and the Pledgor for each Collateral Transaction. The confirmation is conclusive evidence of the Collateral Transaction reflected therein. 5.0 INTEREST PAYMENTS AND OTHER PROCEEDS 5.1 Pursuant to Paragraph 9.2 of the Circular, the Bank credits payments of interest on the Pledged Securities to the Pledgor until the Bank receives (i) a written certification from the Pledgee or its authorized representative that the Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee, and (ii) written instructions directing the Bank to hold the interest payments. The Bank holds the interest payments in a non-interest-bearing account until collected in accordance with Paragraph 6 of this Appendix. 5.2 The Bank holds proceeds of Pledged Securities (other than interest payments) in a non interest-bearing account, pursuant to Paragraph 4.3.3 of the Circular, until: (a) Pledged Securities are deposited in substitution for the proceeds or the proceeds are released in accordance with Paragraph 4 of this Appendix, or(b) the proceeds are collected in accordance with Paragraph 6 of this Appendix. 6.0 COLLECTION OF PLEDGED SECURITIES AND PROCEEDS 6.1 If the Pledgee or its authorized representative certifies in writing to the Bank that the Pledgor is in default under any underlying pledge or security agreement between the Pledgor and the Pledgee, and certifies that the Pledgee has satisfied any notice or other requirement to which the Pledgee is subject, the Pledgee may instruct the Bank in writing to transfer specific amounts and issues of Pledged Securities and, if applicable, specific amounts of interest payments or other proceeds of Pledged Securities not previously credited to the Pledgor or otherwise released, to designated accounts on the books of this Bank or another Reserve Bank. 6.2 Promptly after receiving such certifications and instructions, the Bank will make the transfer instructed by the Pledgee. 6.3 The Bank is not required to obtain the consent of the Pledgor for any such transfer and assumes no responsibility for determining the validity of a Pledgee's declaration of the Pledgor's default or of the underlying pledge or security agreement between the Pledgor and the Pledgee. 7.0 PROHIBITED ACTS 7.1 Notwithstanding any other provision of this Appendix or the Circular to the contrary, the Bank is not required to perform any act directed or required by the Pledgee if the Bank is prohibited from performing the act by law or by court order. 8.0 LIMITATIONS ON BANK'S LIABILITY AND DUTIES 8.1 The Bank is liable only for the actual direct loss sustained by a Pledgee or Pledgor proximately caused by the Reserve Bank's failure to exercise ordinary care or act in good faith in performing its duties under this Appendix. In no event shall the Reserve Bank be liable for consequential, indirect, incidental or special damages (including lost profits), however derived, and regardless of whether the Reserve Bank has been informed of the possibility thereof. Both the Pledgee and the Pledgor release and forever discharge the Bank from all other claims, demands, and liability of the Pledgee or the Pledgor, or both, in connection with the Bank's performance of its duties under this Appendix and indemnify the Bank for any claims of other parties, including costs of litigation and reasonable attorneys'fees, with respect to Pledged Securities held by the Bank. 8.21n particular, but not exclusively, the Bank has no duty to: (a) act as escrow agent or in any other capacity not expressly provided for in this Appendix; (b) determine the validity of the pledge of securities by the Pledgor to the Pledgee, including whether any required bond, pledge, or security agreement has been executed; (c) monitor the value of a Pledged Security, or the declining book value of a pay-down Pledged Security subsequent to its pledge, or ensure that the type, amount, or value of a Pledged Security is that which is required under state or local law; (d) verify ownership, validity, or legality of the Pledged Securities; (e) pay assessments as provided under state or local law; (f) give notice of maturity, call, exchange offer, or the like, affecting the Pledged Securities; (g) carry insurance against loss of the Pledged Securities; or (h) inquire into the existence or continuance of the powers or authority of a public official who is the Pledgee or is acting for the Pledgee or the successors in office to or any person represented to the Bank as authorized to act on behalf of the Pledgee. However, the Bank may require a certificate from the proper authority showing that the public official, or any person represented to the Bank as authorized to act on behalf of the Pledgee, is and continues to be so authorized. 9.0 DISPUTES In the event of notice of a conflicting claim with respect to Pledged Securities, the Bank may hold the Pledged Securities, including interest and proceeds, pending settlement of the dispute either by agreement of the parties or by order of a court of competent jurisdiction. • • 10.0 TERMINATION OF AGREEMENT OR PLEDGE SECURITIES ACCOUNT 10.1 The Bank or the Pledgee may terminate this Agreement and close any Restricted Securities Account established under this Appendix by giving not less than 30 calendar days advance written notice of termination to the other party and to the Pledgor. 10.2 The Bank may release Pledged Securities held by the Bank to the Pledgor at the end of the 30-day period. However, if, within the 30 day period, the Bank (a) receives written instructions from the Pledgor to otherwise dispose of the Pledged Securities and (b)the Pledgee's separate written approval thereof, the Bank will dispose of the Pledged Securities in accordance with these instructions. 10.3 If, by reason of a merger or otherwise, a Pledgor's Book-Entry Securities account is transferred to another Reserve Bank, the Pledged Securities held by this Bank will be transferred to the other Reserve Bank, with 30 calendar days prior notice to affected Pledgees. If Pledged Securities are transferred to this Bank pursuant to this provision, this Bank will hold the Pledged Securities pursuant to the terms of this Appendix and the existing Pledgee Agreement with the transferor Reserve Bank but may require a new Pledgee agreement. 11.0 FEES The Pledgor shall pay any fees for services provided under this Appendix, as announced by the Bank from time to time. 12.0 AMENDMENT The Reserve Banks reserve the right to amend this Appendix at any time without prior notice. Operating Circular No.7 Effective August 19,2005 Pledgee Agreement Form To: Federal Reserve Bank of Boston Tel:800-327-0147,#1 PO Box 55882 Fax:877-973-8972 Boston,MA 02205 Attn:Joint Custody Date:4/12/12 We,the CITY OF ROUND ROCK agree to the terms of Appendix C of your Operating Circular 7, dated August 19,2005,as it may be amended from time to time with respect to the account on your books designated . (4 digit alpha-numeric account number) We further agree that you may accept par for par substitutions:securities from the Pledgor as a replacement of,or in substitution for,those securities presently held(please check one): F] NO (Instructions required for YES(Standing approval) each withdrawal) Fol provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7,Appendix C,SeTUr 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account(please check one): MThree-party call-back Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these indiVi&A&ivhh respect to the account until we otherwise notify you. ti Telephone: (512)218-3297 Print Name:Joan Sharp Title:,- Fax: (512)218-5442 Signature: j Telephone: (512)218-5444 PrintName: Blaine S. Wilson i ,E .Fina atP M91 ~ ; Fax: (512)218-5442 Signature: Telephone: 512 218-329 Stacie Carter Accounting Manager ( ) Paint Name: Title:_ Fax: (512)218-5442 Signature: & .; ate. w L REV 01/2006 Pledgee Agreement (page 2 of 2) Telephone: (512)218-5445 Print Name: Cheryl Delaney Title:F"ieiceD1 °' Fax: (512)218-5442 Signature: Date: The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee CITY OF ROUND ROCK Name of governmental unit 221 E.Main Street Street Address or P.O Box Number Round Rock,TX 78664 City,Stat Zi Code Official Signature/Date Alan McGraw,Mayor Printed Name and Title - is Notary State of Countyof mOn this P- day of � , 20 1"fore me personally appeared w�l !Ym to me personally known or satisfactorily proven who by me duly�sworn,did depose and say that residesAt he/she r ,in the City of� 121in the State of ,that hterf5ltt is the [Title]of and that he/she executed this document on behalf of before me. (Signature of Notary) �r� l�. ►�tii-t� SARA L.WHITE MY EXPIRES (Print name of Notary) ' My commission expires on [Date] REV 01/2006 EXHIBIT • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 CITY OF ROUND ROCK REQUEST FOR APPLICATION DEPOSITORY AND BANKING SERVICES PART GENERAL 1. PURPOSE: The City of Round Rock, herein after"City", is soliciting responses from qualified financial institutions, hereafter referred to as"Respondent", in accordance with the Texas Local Government Code Chapter 105, to serve as its Banking Services Depository for the deposit of certain City funds and provision of banking functions for designated funds of the City. The City plans to commence services with the resulting agreement by June 1, 2012. The objective of this Request for Application (RFA) is to identify the Respondent which provides the highest level of service at the lowest cost to the City. It is the City's intention to minimize banking costs, improve operational efficiency, and maximize earnings. It is the City's intention to minimize banking costs, improve operational efficiency, and maximize its investment capabilities. The application,which represents the City's cash management goals, specifies all required qualifications,the banking services required,the estimated activity volumes on all accounts,the method and terms of compensation, submission instructions and agreement award provisions. Institutions responding to the solicitation shall be insured through the Federal Deposit Insurance Corporation (FDIC), and shall demonstrate they can meet the City's requirements as stated herein. The solicitation is in accordance with Texas Local Government Code Chapter 105. Investments shall be governed by the Government Code, Chapter 2256,the Public Funds Investment Act. Securities pledged as collateral to secure City deposits shall be governed by the Government Code, Chapter 2257, Collateral for Public Funds,the Investment Policy of the City, and the solicitation. Codes are located here: http•//www.statutes.leais.state.tx.us/. Simultaneous to the issuance of this solicitation,the City is issuing another solicitation for Merchant Services, RFP#12-016. The City recognizes that the services shall be integrated with depository and banking services, yet each solicitation will be considered separately. Respondent shall notate in their response whether they are responding to RFP#12-016. 2. DEFINITIONS,TERMS AND CONDITIONS: By submitting a response to this solicitation, the Respondent agrees that the City's standard Definitions, Terms and Conditions, in effect at the time of release of the solicitation, shall govern unless specifically provided otherwise in a separate agreement or on the face of a purchase order. Said Definitions,Terms and Conditions are subject to change without notice. It is the sole responsibility of respondents to stay apprised of changes. The City's Definitions,Terms and Conditions can be obtained from the City's website http://www.roundrocktexas.gov/home/index.asp?pa-qe=463. The City's Definitions,Terms and Conditions include the definition of an Interlocal Agreement. Currently the BCRUA has an interlocal agreement for depository services with the City and may choose to continue this practice going forward. BCRUA volumes are included for information purposes only on Attachment B. 3. DEFINITIONS OF TERMS: The following definitions shall be used to identify terms throughout the solicitation: 3.1. Banks: Refers to banks,credit unions,or savings associations. 3.2. BCRUA: Brushy Creek Regional Utility Authority 3.3. CDBG: Community Development Block Grant Program SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 1 of 21 SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 3.4. EOD: End of Day 3.5. HUD: US Department of Housing and Urban Development 3.6. Shall: The term"shall"also includes the term"must,"with both being used interchangeably and carrying identical meanings,and either term is mandatory and not precatory. 4. ATTACHMENTS: Attachments A through C are herein made a part of this solicitation: Attachment A: Reference Sheet Attachment B: Schedule of Proposed Fees Attachment C: Historical Earnings Rates 5. CLARIFICATION: For questions or clarifications of specifications,you may contact: Joy Baggett Purchasing Department City of Round Rock Telephone: 512-218-6682 ibaggettCaarou nd-rock.tx.us Any communication with City staff or City Council regarding the solicitation is strictly prohibited. The individual listed above may be contacted by telephone or visited for clarification of the specifications only. No authority is intended or implied that specifications may be amended or alterations accepted prior to solicitation opening without written approval of the City of Round Rock through the Purchasing Department. 6. EX PARTE COMMUNICATION: Please note that to insure the fair evaluation of a solicitation, the City prohibits ex parte communication(e.g., unsolicited)initiated by the Respondent to a City representative evaluating or considering the solicitations prior to the time a decision has been made. Communication between Respondent and the City will be initiated by the appropriate City designee in order to obtain information or clarification needed to develop an accurate evaluation of the solicitation. Ex parte communication may be grounds for disqualifying the offending Respondent from consideration for award. 7. SOLICITATION UPDATES: Respondents shall be responsible for monitoring the City's website at hft-p:/twww.roundrocktexas.gov/home/`lindex.asp?i)aqe=463 for updates pertaining to the solicitation described herein. Various updates may include addendums, cancelations, notifications, and any other pertinent information necessary for the submission of a correct and accurate response. The City will not be held responsible for any further communication beyond updating the website. 8. QUALIFICATIONS: The opening of a solicitation shall not be construed as the City's acceptance of such as qualified and responsive. All Respondents shall: 8.1. Be banks,credit unions,or savings associations. 8.2. Be depository institutions with full depository services located within the City limits of Round Rock. 8.3. Be organized and existing under the laws of the United States or any State. 8.4. Offer the services contemplated by this solicitation. 8.5. Be insured by an instrumentality of the United States. 8.6. Be compliant with the provisions of the Texas Local Government Code 105,Texas Government Code 2256,Texas Government Code 2257 and any other Texas Local Government Codes or Texas Government Codes not specifically mentioned. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 2 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 8.7. Provide the name, address,telephone number and E-MAIL of at least three(3)firms applicable to Municipal and/or Government projects that have utilized similar service for at least(two)2 years. City of Round Rock references are not applicable. References may be checked prior to award. Any negative responses received may result in disqualification of submittal. NOTE: REFERENCE FORM(ATTACHMENT A) PROVIDED. E-MAIL ADDRESSES ARE REQUIRED. 9. BEST VALUE EVALUATION AND CRITERIA: All solicitations received may be evaluated based on the best value for the City. In determining best value,the City may consider: 9.1. Purchase price and terms; 9.2. Reputation of Respondent and of Respondent's goods and services; 9.3. Quality of the Respondent's goods and services; 9.4. The extent to which the goods and services meet the City's needs; 9.5. Respondent's past relationship with the City; 9.6. The total long-term cost to the City to acquire the Respondent's goods or services; 9.7. The following additional general criteria may be used in the evaluation of the response. This may include, but not be limited to the following: 9.7.1. Cost of required banking services 9.7.2. Automated and additional services offered and available 9.7.3. Funds availability schedule 9.7.4. Financial strength of the depository institution 9.7.5. Earnings potential in differing account structures 9.7.6. Terms and capabilities for required services 9.7.7. Internal controls 9.7.8. Collateralization 9.7.9. Conversion and implementation costs 9.7.10. Customer service structure 9.7.11. Responses to Attachments, Questions and Affirmations. 9.8. Any relevant criteria specifically listed in the solicitation. 9.9. The City reserves the right to reject any or all responses, or delete any portion of the response, or to accept any response deemed most advantageous, or to waive any irregularities or informalities in the response received that best serves the interest and at the sole discretion of the City. 10. AGREEMENT TERM: The terms of the awarded agreement shall: 10.1. The initial term of the resulting agreement shall be three (3)consecutive twelve(12)month periods from the effective date. The agreement may be renewed for two(2)additional periods of time, not to exceed twelve(12) months each, provided both parties agree in writing. 10.2. The City reserves the right to review the respondents' performance at the end of each twelve (12) month period and cancel all or part of the agreement(s)or continue the agreement(s) through the next period. 10.3. If the respondent fails to perform its duties in a reasonable and competent manner,the City shall give written notice the respondent of the deficiencies and the respondent shall have SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 3 of 21 • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 thirty(30)days to correct such deficiencies. If the respondent fails to correct the deficiencies with the thirty(30)days, the City may terminate the agreement by giving the respondent written notice of termination and the reason for the termination. 10.4. If the agreement is terminated,for any reason, the respondent shall turn over all records, to include but not be limited to the following: records of services, deposits, and transactions, to the City within fifteen(15)working days after completion of duties contained in the agreement. 11. AWARD: The City reserves the right to enter into an agreement or a purchase order with a single award, split awards, non-award, or use any combination that best serves the interest and at the sole discretion of the City. Award announcement will be made upon City Council approval of staff recommendation and executed agreement. Award announcement will appear on the City's website at ILttp://www.roundrocktexas.-gov/home/index.asp?paqe=463. 12. NON-APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues only. It is understood and agreed the City shall have the right to terminate the Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in question. The City may affect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 13. INTERLOCAL COOPERATIVE CONTRACTING(PIGGYBACK): Other governmental entities may be extended the opportunity to purchase off of the City s Agreements,with the consent and agreement of the awarded vendor(s)and the City. Such consent and agreement shall be conclusively inferred from lack of exception to this clause in a Respondent's submittal. However,all parties indicate their understanding and hereby expressly agree that the City is not an agent of,partner to,or representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that may arise out of such independently-negotiated"piggyback"procurements. 14. BANK COMPENSATION: The City reserves the right to pay for banking services on either a fee or compensating basis. The methodology used will be made initially only after an analysis of the responses and on an on-going basis as interest rates change. A change of methodology may require a notification from the City no less than twenty(20)days prior to the first of the month in which the methodology changes. If a fee basis is utilized, the bank may direct debit the designated account five(5) days after City receipt of the account analysis for a review and approval of fees each month. The City may or may not leave funds in the bank on this basis dependent upon the availability of a sweep mechanism and the interest rates being offered by the bank. All fees shall be fixed for the entire agreement period as proposed on Attachment B. Only fees listed on Attachment B shall be accepted. If a compensating balance basis is utilized without a sweep mechanism,the bank shall be responsible for estimating and notifying the City of the compensating target balance using its published or p designated Earnings Credit Rate(ECR). If a compensating balance basis is used with a sweep(when rates increase)the sweep shall be established to meet the compensating balance needs. If a carry-over settlement is required it shall be calculated on a semi-annual basis. Each application shall include a completed Attachment B, listing all charges applicable to the services outlined in this application. The AFP number and basis of the charge(per item or per account/month)shall be clearly noted for analysis purposes. If services or unbundled charges needed to provide this service are not currently listed on Attachment B, add same by name and number, including applicable fees. Clearly stipulate how reporting, imaging, and account maintenance charges are to be charged. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 4 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 PART II SCHEDULE 1. SOLICITATION SCHEDULE: It is the City's intention to comply with the following solicitation timeline: 1.1. Solicitation released January 6,2012 1.2. Deadline for questions January 18,2012 1.3. City responses to all questions or addendums January 23,2012 1.4. Responses for solicitation due by 3:00 PM January 31,2012 All questions regarding the solicitation shall be submitted in writing by 5:00 PM on the due date noted in PART II, Paragraph 1,sub-paragraph 1.2. A copy of all the questions submitted and the City's response to the questions shall be posted on our webpage, hftp:/twww.roundrocktexas.gov/home/index.asp?paqe=463. Questions shall be submitted to the City contact named in PART I, Paragraph 5. The City reserves the right to modify these dates. Notice of date change will be posted to the City's website. 2. RESPONSE DUE DATE: Signed and sealed responses are due no later than 3:00 PM,on the date noted above to the Purchasing Department. Mail or carry sealed solicitations to: City of Round Rock Purchasing Department 221 E.Main Street Round Rock,Texas 78664-5299 2.1. Responses received after this time and date shall not be considered. 2.2. Sealed responses shall be clearly marked on the outside of packaging with the Solicitation title, number, due date and "DO NOT OPEN". 2.3. Facsimile or electronically transmitted responses are not acceptable. 2.4. Late responses will be returned to Respondent unopened if return address is provided. 3. AGREEMENT NEGOTIATIONS: In establishing an agreement as a result of the solicitation process,the City may: 3.1. Review all submittals and determine which Respondents are reasonable qualified for award of the agreement. 3.2. Determine the Respondent whose submittal is most advantageous to the City considering the evaluation criteria. 3.3. Attempt to negotiate with the most responsive Respondent an agreement at fair and reasonable terms,conditions and cost. 3.4. If negotiations are successful, enter into an agreement. 3.5. If not successful, formally end negotiations with that Respondent. The City may then: 3.5.1. Select the next most highly qualified Respondent and attempt to negotiate an agreement at fair and reasonable terms, conditions and cost with that Respondent. 3.5.2. The City shall continue this process until an agreement is entered into or all negotiations are terminated. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 5 of 21 • O SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 3.6. The City also reserves the right to reject any or all submittals, or to accept any submittal deemed most advantageous, or to waive any irregularities or informalities in the submittal received. 3.7. The master depository/collateral agreement shall be fully negotiated and ready for execution prior to award by the City Council. The Respondent's agreement shall be provided as part of the submittal in order to expedite this process. All necessary service agreements,which shall be appended to and become part of the master agreement, shall be fully executed within two (2)months of award of agreement and prior to City funds moved to the depository institution. 4. POST AWARD MEETING: The City and Respondent shall have a post award meeting to discuss, but not be limited to the following: 4.1. Provide City contact(s) information for implementation of agreement. 4.2. Agreement terms and conditions. 4.3. Identify specific milestones, goals and strategies to meet objectives. 5. OTHER: 5.1. The successful depository shall notify the City in writing within ten(10)days of any changes in Federal or State regulations or laws that would affect the depository agreement throughout the agreement period 5.2. The bank's records relating to the City's accounts shall be open to review by either the City or its independent auditors during normal business hours. 5.3. The City reserves the right to pay for Depository services by target balances or by fees. 5.4. The solicitation and the application submitted may be incorporated into and form the basis of the bank depository services agreement as will all service agreements. Fees shall be set for the initial term of the agreement period as proposed in the Response. PART III BACKGROUND 1. CITY FINANCIAL OVERVIEW: The City's Finance Department handles all banking, treasury, and investment activities as well as accounts payable, receivables, payroll, and financial reporting functions. The Financial Programs Manager is responsible for these areas and reports to the Finance Director. The City has multiple locations at which funds are collected and from which funds may be deposited but courier pick-ups are made at only four locations. The City makes an average of 186 separate vault deposits monthly(or approximately 10 per business day). Currently Y deposits are sent to the depository vault on a daily basis by a third party courier(Brinks). No banking center deposits are regularly made but the local bank may be used for periodic deposits and change orders. The Accounting Department handles all reconciliations. A breakdown of deposits is found on Attachment B. The City has an average of 825 employees and the payroll is paid on a biweekly basis on a mandatory direct deposit basis. A few physical payroll checks are written for new employees and temporary summer employees. Pay cards are not currently used. The City wants to automate banking services whenever efficient and cost effective. This application shall address automation potential on any services. Ideas moving the City slowly towards e-payables and e-receivables are requested within the solicitation questions. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 6 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 2. BANKING ACCOUNTS: The City currently maintains eleven(11) bank accounts to handle the City's financial business. The average month-end ledger balance for all accounts is$545,548. The description and average month-end balances on these accounts are outlined below based on historical transactions and full details on the accounts are found on Attachment B. Avg Month-end Title Combined Ledger Balance Type Operating Account $ 540,980 ZBA Master Financial Services Account $ 00 ZBA Subsidiary Red Light Funds $ 00 ZBA Subsidiary Payroll $ 7,606 Stand-alone Health Claims $ 15,069 Stand-alone Controlled Disbursement $ 00 Cont. Disburs Utility Funds $ 12,869 Stand-alone &S GO Funds $ 28,157 Stand-alone I&S Revenue Funds $ 23,551 Stand-alone Reserve Funds $ 13,365 Stand-alone Entitlement $ 9,038 Stand-alone The City may be considering some changes to the account structure under new agreement including Payroll as a ZBA and possible elimination of Health and I&S accounts. The Financial Services Account is used for all settlement on credit cards and Paymode but has no disbursements. The controlled disbursement account may be eliminated but City system modifications may have to occur before the change. Disbursements are made primarily from the Operating Account. The Reserve Account is used for bond reserves. The Entitlement Account is a stand-alone account for CDBG and HUD funds and, by HUD restrictions,cannot accrue any service fees. The bank may be asked to present the most efficient structure to effect the best investment rates and best operating efficiency. 2.1. Most daily activity may occur in the Operating account. 2.2. Most disbursements, excluding payroll, are made from the controlled disbursement account currently but with its elimination disbursements may move to the Operating account. 2.3. Only the Operating account makes bank deposits. 2.4. Wires occur primarily in the Operating account with I&S accounts generating semi-annual wires. 2.5. ACH transactions occur primarily in the Payroll, Financial and Operating accounts. Only Controlled Disbursement uses any blocks. 2.6. Positive Pay is currently being used on four accounts but may be required on all check disbursement accounts. 2.7. Full reconciliation services are currently used on the utility and health accounts. 2.8. Partial reconciliation services are currently used on the controlled disbursement and payroll accounts. 2.9. Approximately$3.7 million is processed in payables monthly with payable runs weekly. 2.10. The City has a $2.9 million a month total payroll with 95%direct deposit. 2.11. Payroll is paid on a bi-weekly basis. Deposits are prepared by ten(10) departments. The deposits are taken to the bank by a third party courier for an average of 186 separate deposits per month. The Finance Department handles all reconciliation on the accounts and only one set of statements shall be required. Currently the City receives eleven (11) statements. Electronic statements for accounts are preferred. 3. SWEEP STRUCTURE: When the interest rates increase,the City may evaluate the use of a sweep account into a money market mutual fund or an internal bank account. Respondent shall SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 7 of 21 • o SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 provide a sweep mechanism as determined by the City. The City may utilize interest bearing or money market accounts dependent upon interest rate opportunities and may decide on the use of the account as interest rates and conditions vary. All decisions shall be made at the discretion of the City. Responses shall be required to explain alternative account structures below. Any or all City funds may be maintained and invested by the City outside this agreement. The City will be under no obligation to maintain funds in the bank except under a compensating balance situation. The City shall not use the depository institution for brokerage services in order to assure ownership and complete separation on delivery versus payment delivery requirements. The City may continuously monitor the bank's performance against provisions of the agreement, including the bank's response. The Finance Department will be responsible for administering the agreement with respect to day-to-day activities, including deposits and withdrawals,ACH transactions, maintenance of account balances, daily reporting. A list of City personnel authorized to deal directly with the bank will be provided following award. The bank shall provide the City with a similar list of authorized personnel. PART IV FINANCIAL INSTITUTION QUALIFICATIONS 1. CREDITWORTHINESS: In order to fulfill the City's fiduciary responsibility and to protect public funds,each bank submitting responses shall provide the following: 1.1. Provide an audited annual financial statement for the most recent fiscal period. The financial statements may be submitted in electronic form (CD or Jump Drive)or provided as a reference link on the internet. The bank shall be required to submit an audited statement to the City each year of the agreement period, as soon as it is available. Confirm agreement to this requirement. 1.2. Provide certification of the bank's Community Reinvestment Act(CRA) rating by its rating agency. 1.3. Provide the bank's most recent four quarters rating from an independent rating agency such as Highline,Veribanc,or comparable bank rating agency. As an alternative, supply the senior and subordinate debt ratings of the holding company over the past two years. The bank shall be contractually liable for notifying the City within thirty(30)days of any change in any of these ratings during the agreement period. Confirm agreement to this requirement. 2. CUSTOMER SERVICE: Service shall be a primary focus of the City on a continuing basis. Describe the bank's philosophy and approach to satisfying this need through the following responses. 2.1. What is distinctive about the bank's approach to customer service? How does the bank anticipate satisfying the City's need for superior customer service? 2.2. How many service individuals does the bank have in the local bank? How will the bank provide the City with relationship support for its services? 2.3. How will the bank coordinate communication between local representatives and holding company departments when assisting the City with services or implementation of new products? SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 8 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 2.4. Is there a formal process for escalation of issues that are unresolved? How will service and overall agreement performance be monitored? 2.5. How does the bank intend to support the new and ongoing automation needs of the City? 2.6. Are there any new services planned which may impact the City? When are these planned to be available? 2.7. Is there any bank availability policy which differs from the availability schedule? If so, define specifically and define any elements which may delay City funds. 2.8. Is the bank offering any transition or retention incentives? Describe fully and quantify completely. 2.9. Describe your disaster relief support to maintain stable banking functions to the City? Focus on systems,telecommunications and power, operational facilities,and transportation. 2.10. The City requires the right to use a third party auditor to review the City's accounts, collateral, transactions, and bank records at any reasonable time. Confirm agreement with this condition. 2.11. Under state law the depository shall be required to review the City's Investment Policy and certify to that review in accordance with Texas Government Code 2256. The City's investment policy can be found on http:/twww.roundrocktexas.gov/home/index.asp?i)aqe=463. Confirm agreement with this requirement. 2.12. Does the bank have a formal process or plan for reviewing and analyzing services with the City on a regular basis? Describe. 2.13. What programs or processes does the bank have in place to protect the City from electronic fraud of all types? Describe. 3. DEPOSITORY AGREEMENT AND SERVICE AGREEMENTS: Respondent shall provide a copy of all depository and service agreements which shall be required to be executed under the agreement for services rendered(including depository and collateral agreements)with the response. Any changes required on the agreements may be discussed and agreed upon prior to award by City. 3.1. Provide all the agreements required. 4. IMPLEMENTATION TIMELINE: The agreement period will commence June 1, 2012 or later. 4.1. The City recognizes that not all services and funds may be transferred by this date but expects that all services shall be available by that date and that all services may be transferred no later than six(6)months from award of agreement. Collateral shall be in place three(3)days prior to any funds transferred. 4.2. Respondent shall provide a proposed,detailed timeline for implementation of the agreement. Include each activity required defined by its responsible party and assigned responsibilities. Denote any limitations or potential delay points. 4.3. The timeline shall reflect the number of calendar days required to put the services in place or the end date of when such services shall be in place and available to the City. 4.4. Default in promised delivery of services,without acceptable reasons, or failure to meet the terms or conditions of the depository agreement without remedy, may result in the City having the right to terminate the agreement, but the exercising of such right to terminate the agreement does not limit any other remedies the City may have for damages or other relief under law. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 9 of 21 SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 PART V REQUIRED SERVICES It is the City's intent that the agreement negotiated between the City and the depository selected through this process may encompass all the services and conditions required here. Additional services offered by the Respondent shall be included in an appropriate section or separately. In addition, PART VI requires supplemental information on"Optional Services"that the City does not require but may review for potential use during the agreement period. The Required Services are minimum requirements,and any respondent refusing or failing to provide such minimal services may not be considered for selection as the City s depository. 1. ACCOUNT STRUCTURE: The City is interested in assuring that all funds are earning at the best, then-current interest rates at all times. Because of the low rates the City does not currently use an automated, daily sweep but when rates rise(as they are expected to do during the agreement period)a sweep mechanism shall be available. The sweep shall be to a SEC-registered money market mutual fund or a bank internal account alternative if applicable and competitive. The money market fund would preferably be AAA-rated. The fund may be structured as a government or enhanced government(with CP)fund. If the bank has a valid alternative to a SEC money market fund which is in compliance with the City's Investment Policy, it may be presented. A repurchase agreement is not acceptable as a sweep investment vehicle. 1.1. In the responses to the questions below the bank shall clearly describe the bank's most cost effective structure and methodology for both low and higher interest rates. Automated distribution of interest to the individual accounts on a sweep is preferred but not required and may be decided upon on the basis of cost. 1.1.1. If a fee basis with a sweep is utilized for compensation purposes, all or designated accounts may be swept EOD daily by the bank to a zero balance(or rounded minimums)daily. Other stand-alone accounts may pay fees or maintain balances. 1.1.2. If a compensating balance with a sweep is utilized for compensation purposes, all or designated accounts may be swept daily by the bank to the target compensating balance. 1.2. Describe the most efficient and cost effective account structure for the City based on information provided. 1.3. Describe the bank's ability to provide a ZBA structure and indicate whether the individual accounts would be swept first to a master account or be swept directly from individual accounts(for interest application). Indicate your most cost beneficial structure. 1.4. Describe alternatives to a sweep to be used during this low interest rate environment before sweeps again provide a viable alternative. Is the bank offering an internal interest bearing account for investment? Describe the account structure proposed including the type of accounts. If the interest bearing account is indexed, on what is the index basis? 1.5. Will sweep activity,when used, be reported on a daily detail basis(each debit and credit)or summarized on a monthly basis in reporting? 1.6. Can interest from sweeps be applied at the individual account level? 1.7. Provide the prospectus for any sweep fund alternatives being offered.An AAA-rated, SEC registered fund is preferred for the sweep. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 10 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-94&25 REVISED:JANUARY 2012 1.8. Is the sweep processed as an EOD transaction? If it is a next day sweep transaction, describe how funds are identified and collateralized overnight. 1.9. Will the bank assess a direct, hard dollar FDIC charge on the account analysis? At what rate is it currently charged? 1.10. Is the bank a member of the Federal Reserve? If not what bank acts as its correspondent? 1.11. Describe your analysis carry-over policy. (The City prefers a semi-annual carry-over.) Does the bank have any program to use excess earnings credits for additional or alternative services outside of banking services such as printing? Describe fully. 1.12. The City may open additional accounts, or change account types during the agreement period. New accounts and their services shall be charged at the same agreement amount. Unanticipated or new services may be charged at not more than the then-published rates. 2. AUTOMATED INFORMATION: The City requires web-based, automated cash management services and daily balance reporting (inter-day and intra-day)with 45 day retention,for timely access to balance information and transactions. It requires a high degree of automation in all service areas. Imaging of all checks and image retention is required. Imaging of deposit slips and deposit items is preferred. Preferably statements and account analyses may be available in electronic form along with archiving of information. The City does not currently download bank information to City files but desires timely access to downloadable information for possible future downloads to the City's accounting software. Minimum on-line services shall include online balance reporting, stop pays, positive pay,ACH, account transfers, and wire transfers. Daily balance reporting shall include detail on all transactions with summary reporting on closing ledger and collected balances along with one-day float, at a minimum. 2.1. Fully describe the bank's on-line service capabilities and systems,with examples. List system's online capabilities by function(e.g. balance reporting,wires, positive pay, stop pay). Describe any differentiation on transaction and summary account types. 2.2. Describe fully the search on historical transactions and reports as well as the retrieval and download historical images. Can the City create customized reports? 2.3. Can standard or customized reports draw across or drill down on information from various sources? Describe cross functionality features. 2.4. Address the down load capabilities to the City's systems. What information can be formatted and downloaded. Denote any formatting limitations. 2.5. Detail the availability of prior day and intra-day detail and summary reporting. Is intra-day information real-time or delayed? Detail the level of information available on both prior and intra-day reporting. 2.6. Describe the history retention/archiving features available for images and information. 2.7. Describe provisions for off-site backup and continuation of services in disaster situations. 2.8. Describe the security protocol for online services. How is authentication and authorization provided? How and by whom is the administration of the security module established and maintained? 2.9. What are the hours of available technical support? How is support provided? 2.10. Submit samples of major screens and reports available or provide a website and sign-on information for an on-line review of all the City functions, if available. If not available, submit screen prints. 3. STANDARD DEPOSIT SERVICES: Standard commercial deposit services are required. No deposited checks are encoded. Coins are not rolled and may be in partially filled bags. Currency is SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 11 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 not strapped. On average the City makes an average 186 deposits per month in ten bags by courier. Deposits are batched with tapes attached. The City primarily uses vault services for deposits. The City expects all deposited checks to clear based on the bank's current published availability schedule, but, any expedited availability options shall be noted in the response. All cleared deposits received by the bank's established deadline shall be processed for same day credit. The bank shall guarantee immediate credit on all incoming wires,ACH transactions, on-us items, and U.S. government security maturities and coupon payments. Failure to credit City accounts in a timely fashion may require interest payment reimbursement to the City at the then-current daily Fed Funds rate. 3.1. What is the bank's daily cut-off time to assure same day ledger and, pending availability, collected credit at banking center or branch and vault? 3.2. Must deposits of any kind be made to a vault? Where is the closest vault located? 3.3. Does the bank provide for location tracking on deposits? 3.4. Is deposit reconciliation available? Describe the process and options. 3.5. Does the bank require or prefer strapping and rolling? What are the cost options/benefits/requirements for separating cash and checks? 3.6. Is there any limit to the number of deposits in one bag? Are these separate advices? 3.7. When are credit/debit advices sent to the City? What delivery options are available for advices? (Preference may be given to electronic delivery.) Are images of originals created and maintained on each advice? 3.8. Does the bank have any program to actively assist the City is collection through ACH for vendors or ongoing repetitive citizen payments? 3.9. Do daily online reports include activity by account and location? Are all deposits designated by location and tracked as such through the reporting? 3.10. How does the bank handle discrepancies in deposit amounts? What dollar limits are used for decisioning? What settlement process is followed? 3.11. How and when does notification of return items take place? Describe process. 3.12. What type deposit bags are used or required? Are these available from the bank? 3.13. How much advance notice is required on coin and currency orders? Can orders be placed on line? What is the turn-around time on orders? 3.14. Describe any program available for immediate credit on coin/currency such as a smart safe. 3.15. Include a list of all the bank's deposit locations within the City's limits(excluding ATM deposits). 3.16. Price and report the total fees which would apply to the following sample deposit outlined below i.e., the total cost of the deposit handling would be: $ . (This does not reflect a normal City deposit and is used for cost comparison purposes only.) SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 12 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 SAMPLE DEPOSIT: The sample deposit would be made(a)in four(4)tamper-proof deposit bags, (b)with strapped where possible as shown below, (c)with coins that are not rolled, (d)with tapes attached to bundled but not endorsed checks. The breakdown on the deposit is: Currency Denom #Straps Loose$ Total$ $100 5 $ 300 $ 20,300 $50 6 $ 600 $ 15,600 $20 4 $ 340 $ 4,340 $ 10 9 $ 70 $ 4,570 $ 5 22 $ 175 $ 5,675 $ 1 50 $ 14 $ 2,514 52,999 Coins $ .25 $ 427 $ .10 $ 114 $ .05 $ 10 $ .01 $ 2 $ 553 Checks 280 checks $ 140,252 $ 140,242 Total Deposit $ 193,79A 4. REMOTE DEPOSIT SERVICES: The City currently uses remote deposit for utility payments which are deposited into the operating account through one high volume Digital Check TF41-20 scanner. The City processes an average of 9,800 checks a month. The City plans to continue its use and possibly expand its use in another location. Checks may continue to be deposited at the Utility Office and the City may add other remote locations during the agreement period. A web-based system is required. 4.1. Describe the bank's remote capture services. Describe equipment needs, capabilities, and limitations. 4.2. Discuss any additional virtual collection services offered for the capture of both the check and remittance document. 4.3. What is the final deposit cut-off time with remote? 4.4. Are there any limitations on batch size or number of transmissions per day? 4.5. If a check is accepted and subsequently returned by the bank NSF, define the process. What obligations/liabilities does the City have? The bank? How will collection be made? 4.6. What options does the City have in scanners for use with the process in various volume locations? Is this equipment available through the agreement: purchase or rental? List the equipment required. 5. STANDARD DISBURSING SERVICES: Standard disbursing services for all accounts are required to include the payment of all City payroll checks without charge upon presentation. The City's current account structure is described above in the Financial Overview Section. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 13 of 21 SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 The City does currently utilize positive pay services on four accounts and may require it for all check writing accounts under the proposed agreement. Payroll is paid semi-monthly and averages$2.9 million a month. The City utilizes direct deposit for payroll for 95%employees. The City also intends to move toward more vendor payments by ACH. 5.1. When is daily check clearing information available online through intra-day reporting? How long are transaction details maintained online? 5.2. Does the bank image all checks? 5.3. The City requires that the bank shall cash free of charge all payroll checks for City employees regardless of the individual's account status with the bank. Confirm agreement with this condition. 5.4. Describe any payment consolidation services available. What data transfer options are available for payment consolidation systems? 6. ACCOUNT RECONCILIATION AND POSITIVE PAY: The City requires positive pay services with complete indemnification for fraudulent checks on check-writing accounts. Payee verification is desired but not required. Currently, positive pay is used on four accounts. The response shall provide a fully automated,web compatible transmission process for positive pay. Transmissions may be made as part of each check run. Manual check information shall, when necessary, be input online. The City has two partial(Controlled Disbursement and Payroll)and two full (Health and Utility) reconciliation accounts. 6.1. Describe data transmission file and timing requirements for check registers. Are transmissions charged by file and by detail item? 6.2. Is positive pay input for manual checks available on-line? 6.3. Is exception reporting and handling managed totally online? 6.4. At what specific time is positive pay exception information reported to the City? Is e-mail notification available or must the City take an action to check for exceptions? 6.5. At what specific time is the response required for City exception elections? 6.6. Describe your payee verification process. 6.7. Does the bank review exceptions errors for possible repair before creating a City exception item? Describe process. 6.8. Are all checks, including those received over-the-counter by the tellers, verified against the positive pay file before processing? How often is teller information updated? If not verified, what are the process, liability, and security on OTC transactions? 6.9. Are positive pay services provided without charge when provided in tandem with reconciliation services? Describe alternatives and pricing structures available. 6.10. What are the available default dispositions for payment or return? (pay, hold,do not pay) 6.11. Describe your partial and full reconciliation services. Specify data transmission requirements. 7. FUNDS TRANSFER AND WIRE SERVICES: The City currently has an average of 20 outgoing and 13 incoming wires each month along with 15 book transfers. The City has 42 repetitive templates in place. Incoming wire transfers shall receive immediate same day collected credit. Wire initiation shall be available online and online monitoring is preferred. The City requires that wires be released the same business day if information is provided by the established deadline. The City may require compensation for delays caused by the bank at that day's Fed Funds rate. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 14 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 7.1. Can all wire and transfer transactions be initiated online? Monitored online? 7.2. Can repetitive templates be created and stored? Is there a limit to the number of templates? Is there a fee for template storage? 7.3. What level of authorization/release do repetitive or non-repetitive wires require? Is authorization for repetitive and non-repetitive the same? 7.4. Is future dating of wires and transfers available? How far in advance? 7.5. State wire access, posting, and cut-off times. 7.6. Describe the processing on book debits/credits. 7.7. Are advices provided electronically or shown only as details on reports? 7.8. State the bank's policy on the use of ledger balances for outgoing wires in anticipation of scheduled activity or incoming wires. 7.9. Can internal account transfers be processed totally on-line? Book debits/credits? Is there a fee for City internal transfers? 8. OPTICAL IMAGING: The City currently retrieves optical check images on-line. No physical checks are to be returned. In an effort to reduce paper handling and storage,the City is focused on imaging of documents as much as possible. The City currently receives two(2) CDs for five(5) accounts. 8.1. Describe the bank's optical imaging process and list the items captured (checks, statements, deposit slips, deposited items). 8.2. What images are available on-line? When? How long are images maintained on line? 8.3. Is there a fee for creation, use and retention of images? Describe. 8.4. Are all images downloadable? 8.5. Is a monthly CD provided? When? 8.6. Can the City download all CD information without receiving a CD? 9. ACH SERVICES: The City expects to continue moving toward more ACH transactions for vendor transactions(With I&S accounts receiving credits). Originating ACH is currently used for operating, payroll and financial accounts. Only the Controlled Disbursement account has blocks/filters in place. The City re uires pre-notification and may be considering more filters/blocks on all accounts. 9.1. Is online ACH service available for individual transactions as well as by transmission for batched files? Describe and define. 9.2. What is the policy and process for handling of ACH returned items? 9.3. Can ACH items and files be future dated? 9.4. What specific filters and blocks are available? 9.5. What policy and process is used for file and item reversals and deletions? 9.6. Are ACH addenda shown in their entirety on-line and on detail reporting, reports and statements? Does access to this information require access to additional, specific EDI modules? 9.7. Will the City incur a transmission and/or file processing fees for on-line individual ACH transactions? 9.8. What protective measures has the bank taken to prevent or recover from electronic fraud? SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 15 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 10. SAFEKEEPING SERVICES: The bank shall be required to provide book-entry safekeeping services for securities owned by the City. All City investments may be made by the City, or its investment adviser, and instructions for clearing and safekeeping may be transmitted on a trade ticket to the bank. The bank may not be used for brokerage services to assure settlement on a DVP basis. Custody shall be in the bank and not a brokerage subsidiary of the bank. All securities shall be cleared on a delivery versus payment(DVP)basis and ownership documented by original confirmations/receipts provided within one business day of the transaction. Funds for investments may be drawn from a designated City DDA account. All coupon payments and maturities shall receive automated same day collected credit on the City designated account without requiring any additional City action. If the bank is not a member of the Federal Reserve and utilizes a correspondent bank for safekeeping of City securities, the transactions may be handled through the depository bank's systems and shall not require additional interaction by the City. No delay in transactions, wires, or flow of funds shall be acceptable under a correspondent relationship. 10.1. Does the bank currently provide safekeeping services? Are there, or have there been, any plans to cancel this service? 10.2. Can settlement information be input online? 10.3. Is online information available for securities in safe-keeping (not required)? 10.4. Describe bank safekeeping arrangements proposed. Identify any correspondent bank used for custody. If a correspondent is to be used, define the process and confirm same-day crediting/debiting on all transactions. Describe any additional City actions required. 10.5. Are services bundled under safekeeping by cusip or Par amount or are charges made for individual clearing, safekeeping and income distribution? 10.6. Are safekeeping fees hard charged or through the account analysis? 10.7. Are notifications sent on all transactions(purchase, sale, calls, and maturities)? When and how? 10.8. What time are delivery instructions required? Is there a fee charged for late instructions. The City may choose to purchase time deposits from the depository but all time deposits may be competitively solicited at the time of purchase. 11. COLLATERAL REQUIREMENTS: Authorized collateral, as defined below, shall be pledged against the total of time and demand deposits net of FDIC insurance with a 102% margin on the collateral maintained daily by the bank. All the requirements, including those beyond the Public Funds Collateral Act, shall be met by the bank. Pooled collateral responses may have to be reviewed by the City and are not likely to be used. The response shall state agreement to the following terms and conditions. 11.1. All collateral pledged to the City shall be held in an independent,third party bank outside the bank's holding company. 11.2. A collateral agreement shall be executed or incorporated in the depository agreement in full compliance with FIRREA requiring a bank resolution. (Or completion of Circular 7 if the Federal Reserve is acting as custodian.) 11.3. All time and demand deposits above FDIC coverage shall be collateralized at a minimum of 102%of principal plus accrued interest daily. 11.4. The bank shall be contractually liable for the daily monitoring and maintaining of collateral at the City's required margin levels. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 16 of 21 SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 11.5. Pledged collateral shall be evidenced by original safekeeping receipts/report sent directly to the City by the custodian within one business day of receipt. 11.6. The City shall receive a monthly report of collateral pledged including description, par, market value and cusip directly from the custodian. 11.7. Substitution rights shall be granted if the bank obtains the City's prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping. 11.8. Collateral shall be in place before any deposits are made originally. 11.9. Authorized collateral includes only: 11.9.1. Obligations of the US Treasury. 11.9.2. Obligations of US Government agencies and instrumentalities including mortgage backed securities which pass the bank test. 11.9.3. US state and local obligations rated A or better. 11.10. State the bank's acceptance of the collateral conditions above. Note clearly any exceptions. 11.11. What institution will the bank use for the Custodian?The City prefers the Federal Reserve as Custodian. 11.12. Are there collateral fees? What are they? How are they charged? 12. ACCOUNT ANALYSIS: Monthly account analysis reports shall be provided for each account and on a consolidated account basis. Within five business days of receipt of the monthly account analysis, and subsequent approval of the fees by City, the bank may direct debit the designated account for fees due if compensation is being calculated on a fee basis. A complete account analysis shall be required monthly regardless of the payment basis. 12.1. Provide a sample account analysis. 12.2. When is the analysis available each month? Is it on-line and/or paper? Is it available on the CD or Jump Drive monthly? 12.3. Are paper statement also sent to the City if provided online? 13. MONTHLY STATEMENTS: The bank shall provide monthly account statements on all accounts with complete supporting documentation. All accounts shall be on a calendar monthly cycle and statements received within three business days. Timeliness of statements is critical. 13.1. Provide a sample monthly statement. 13.2. When and how are monthly statements available each month: online and/or paper form? How long is it on-line? 13.3. Are the statements on the monthly imaged CD or Jump Drive? 13.4. Are paper statements also sent to the City if available online? Is there a fee for paper statements? 14. ACCOUNT EXECUTIVE: To insure smooth agreement implementation and continuation of service levels, a specific account executive and a back-up for banking and automated services shall be assigned to the City account to coordinate services and expedite the solution of any problem encountered. The account executive shall be available to meet with City staff on banking matters as needed and at a minimum semi-annually. 14.1. Provide the outline for the client support structure that shall be provided to the City by the bank. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 17 of 21 SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 14.2. Provide the name, title and location of the proposed account executives. What level of support is provided by the local representative? 14.3. How are technical or operational problems, questions, or changes to be handled? 15. OVERDRAFTS: Every effort will be made to eliminate daylight and inter-day overdrafts. However, because this situation may arise, state the bank's policy regarding overdraft policies detailing rates and fees to be charged on a per event basis. The City prefers aggregation of accounts for overdraft purposes. 15.1. Are all accounts aggregated for overdraft calculation purposes or do accounts stand-alone? 15.2. State the rate basis and any fees for intra-day and inter-day overdrafts. 16. STOP PAYMENTS: The City averages four stop pays per month. An automated stop pay process is required. 16.1. What are the time periods available for stop pays? What are the time periods for extended stop pay periods? Is there a fee for renewals? 16.2. Are stop pays initiated and extended online? Is there any paper follow-up required? 16.3. Does the bank have any ideas to reduce stop pays? Can positive pay files be used for stop pays? 16.4. What is the deadline for same day action on stop pays? 16.5. What information on current and expiring stop pays is available on-line? 16.6. Will the on-line system verify if the check was cleared before accepting the stop pay? 17. COMPANY BANKING: The City is interested in giving its employees the opportunity for enhanced banking services. 17.1. Does the bank have a banking services program available for City employees? 17.2. List services provided under this program with applicable discounts or fees to the City or employee. 17.3. Is the program based on use of direct deposit or City employment? PART VI OPTIONAL SERVICES 1. The City continues to investigate and evaluate new services for inclusion under its banking services agreement. These services in this Section are not currently required but may be evaluated in terms of availability,feasibility, service levels, services provided, and charges for potential current, or future, use under the City banking agreement. Availability of the optional services and level and cost of the service will be a secondary consideration in the evaluation of the primary response since the services are not required. 2. The City reserves the right to accept or decline optional services offered. If an optional service is initiated later in the agreement period,the services and charges stipulated in the bank's response may be applied. 3. If the bank currently does not offer the service identified, but is planning to make it available during the agreement period,the bank shall so stipulate in its response and shall state the anticipated date of activation. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 18 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 4. STORED VALUE CARDS: The City does not currently utilize stored value cards(as pay cards and potentially for other uses) but may consider their use. Users shall utilize the cards at point-of-sales transactions and as a debit card and for cash withdrawals at financial institutions and ATMs. 4.1. The purchasing parameters of the cards shall be limited to the stored value of the card. The City shall provide an opportunity for card holders to access the account information either through ATM or counter presentation without incurring a fee at the bank's own facilities. 4.2. The City will have total discretion on the distribution of the cards. The banking institution is required to provide card holders with all processing and transaction information. Services expected from the bank would include at a minimum: 4.2.1. embossing,encoding and distributing cards as directed by City 4.2.2. provision of electronic statements to cardholders via on-line web access 4.2.3. administration of accounts: maintenance of accounts, application of funds, authorization of transactions, related tracking 4.2.4. customer service functions 5. Does the bank currently provide stored value cards or a comparable service? How long has this process been available? 6. How many customers use the service? Provide three public references. 7. Which program (authorization mark)does your program use? (Visa, MasterCard, Discover) PART VII SUBMISSION REQUIREMENTS 1. SOLICITATION SUBMISSION REQUIREMENTS:To achieve a uniform review process and obtain the maximum degree of comparability,the responses shall be organized in the manner specified below. Sealed responses shall be clearly marked on the outside of packaging with the Solicitation title, number, due date and "DO NOT OPEN". Responses shall be clear and concise and shall include at a minimum:title page,transmittal letter, index or table of contents, dividers for each section and all required attachments. Information in excess of those pages allowed may not be evaluated. One page shall be interpreted as one side of a double-spaced, printed, 81/2"X 11" sheet of paper. It is recommended that responses be submitted in ringed binders, metal spirals, or another bound format that best contains all required documentation for submission. The Respondent shall submit one(1)original signed paper copy and six(6)copies, clearly identified as a"COPY"of its Response. In addition,the Respondent shall submit one(1) CD or Jump Drive, each containing a complete copy of Respondent's submission in an acceptable electronic format(PDF, RTF,TXT, DOC,XLS). A complete copy of the Response includes all documents required by this Solicitation. The CD or Jump Drive shall be titled:"SOLICITATION NUMBER-Complete copy of[Name of Respondent]'s submission." If supplemental materials are included with the Response, each CD or Jump Drive shall include such supplemental materials. The Response and accompanying documentation are the property of the City and will not be returned. 1.1. Title Page(1 page)—Show the solicitation title and number, the name of your firm, address, telephone number(s) name of contact person and date. TAB#1 1.2. Letter of Transmittal(1 page)—Identify the services for which solicitation has been prepared. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 19 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:JANUARY 2012 1.2.1. Briefly state your firms understanding for the services to be performed and make a positive commitment to provide the services as specified. 1.2.2. Provide the name(s)of the person(s)authorized to make representations for your firm,their titles, address,telephone numbers and e-mail address. 1.2.3. The letter of each solicitation shall be signed in permanent ink by a corporate officer or other individual who has the authority to bind the firm. The name and title of the individuals(s)signing the solicitation shall be clearly shown immediately below the signature. TAB#2 1.3. Table of Contents(1 page)—Clearly identify the materials by Tab and Page Number. TAB#3 1.4. Available Resources and Location—Provide information on size, resources and business history of the firm. TAB#4 1.5. Timeline—Respondent shall provide a detailed schedule of the implementation as per the specifications contained herein. TAB#5 1.6. Previous Performance/Experience—Provide detailed information on firm and team experience with providing services as described in the solicitation. 1.6.1. Respondent shall identify the team and provide statement of qualifications for those individuals to include education, professional registrations and areas and years of service in the respective field. 1.6.2. Respondent shall identify all statements and questions described herein throughout PART's IV,V, and VI, and shall provide a response to each identified statement and question in their response. 1.6.3. All Depository and service agreements as identified in PART IV. 1.6.4. Attachment A: Reference Sheet. TAB#6 1.7. Cost Proposal—Depository Services—Respondent shall include a cost proposal to provide services as specified herein. Cost proposal shall be value engineered and the break-down shall include a not-to-exceed fee schedule for each aspect of the service. 1.7.1. Attachment B: Schedule of Proposed Fees 1.7.2. Attachment C: Historical Earnings Rates SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 20 of 21 • • SOLICITATION NUMBER 12-008 SPECIFICATION NUMBER 12-946-25 REVISED:DECEMBER 2011 ATTACHMENT A RESPONDENT'S REFERENCE SHEET PLEASE COMPLETE AND RETURN THIS FORM WITH THE SOLICITATION RESPONSE SOLICITATION NUMBER: RESPONDENT'S NAME: DATE: Provide the name,address,telephone number and point of contact of at least three(3)firms applicable to Municipal and/or Government projects that have utilized similar service for at least two(2)years. City of Round Rock references are not applicable. References may be checked prior to award. Any negative responses received may result in disqualification of solicitation. 1. Company's Name Name of Contact Title of Contact Agreement Term E-Mail Address Present Address City, State,Zip Code Telephone Number ( ) Fax Number: ( ) 2. Company's Name Name of Contact Title of Contact Agreement Term E-Mail Address Present Address City, State,Zip Code Telephone Number ( ) Fax Number: ( ) 3. Company's Name Name of Contact Title of Contact Agreement Term E-Mail Address Present Address City, State,Zip Code Telephone Number ( ) Fax Number: ( ) FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD. SUPERSEDES SPECIFICATION NO.07-038;DATED:APRIL 2007 21 of 21 No Text EXHIBIT "E" 1.1. Title Page Request for Application - Depository and Banking Services Solicitation Number 12-008/Specification Number 12-946-25 JPMorgan Chase Bank, N.A. Larnell Camus, Senior Banker 221 West Sixth St., Floor 02 Austin, TX 78701-3400 (512) 479-2720 January 31, 2012 CHASE O • • Request for Application CH EO City of Round Rock, Texas Disclosure Statement This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the"Agency")in order to assist the Agency in evaluating certain products or services that may be provided by J.P.Morgan. J.P.Morgan is a marketing name for the Investment Banking,Asset Management and Treasury&Securities Services businesses as well as the Commercial Banking,Mid-Corporate and Real Estate client segments of JPMorgan Chase&Co.and its subsidiaries worldwide.Securities,syndicated loan arranging,financial advisory and other investment banking activities are performed by J.P. Morgan Securities Inc.and its securities affiliates.Lending,derivatives and other commercial banking activities are performed by JPMorgan Chase Bank,N.A.and its banking affiliates("JPMorgan Chase Bank").J.P.Morgan deal team members may be employees of any of the foregoing entities. All cash management arrangements,including pool implementations,are subject to the satisfaction of legal,tax,and credit due diligence.The Agency will be required to sign an agreement with J.P.Morgan.J.P.Morgan does not provide advice on the fiscal issues related to treasury structures and recommends that the Agency consult with its legal and tax advisors prior to entering into any pooling arrangement.The Agency is responsible for its own independent assessment as to the suitability and appropriateness of the services and any of the investments hereunder for the needs and requirements of its business. With respect to investments in mutual funds,the Agency is responsible for reviewing the current prospectus,which contains information about the fund(s)including management fees and expenses.Affiliates of JPMorgan Chase Bank provide services to the fund(s)and receive fees from the fund(s)for such services as described in the prospectus,including acting as investment advisor, administrator,custodian,distributor and shareholder servicing agent.JPMorgan Chase Bank receives fees from its affiliates for providing services to the J.P.Morgan's clients that invest in the fund(s).J.P.Morgan does not offer any advice or recommendation on investing in a fund to its clients.An investment account established with respect to a fund(s)is not a deposit account and neither such account nor shares in the fund(s)are insured by the Federal Deposit Insurance Corporation,and shares in the fund(s)are not the obligations of,and are not guaranteed by JPMorgan Chase Bank or the U.S.government.There is no assurance that a fund will be able to maintain a stable net asset value of$1.00 per share.Investments in mutual funds involve risk,including possible loss of principal.The Agency should make its own independent investment assessment as to the suitability and appropriateness of the services and the investments hereunder for the needs and requirements of its business,and assumes all risk of loss resulting from any decision it makes to purchase,exchange or sell shares of the fund(s),or to authorize the same on its behalf. NOT FDIC INSURED-NO BANK GUARANTEE-MAY LOSE VALUE Call 1-800.766.7722 for a fund prospectus.You can also visit us online at www.jpmorganfunds.com.Investors should carefully consider the investment objectives and risk as well as charges and expenses of the mutual fund before Investing. The prospectus contains this and other Information about the mutual fund.Read the prospectus carefully before investing. J.P.Morgan Funds are distributed by J.P.Morgan Distribution Services,Inc.,which is a subsidiary of JPMorgan Chase&Co. Affiliates of JPMorgan Chase&Co.receive fees for providing various services to the funds.Securities may be provided by J.P. Morgan Institutional Investments,Inc.,member FINRA/SIPC. An investment in a money market fund is not insured and is not guaranteed by the FDIC or any other government agency.They are not obligations of or guaranteed by JPMorgan Chase Bank,J.P.Morgan Institutional Investments,Inc.or their affiliates.Securities, including money market funds involve investment risk.Past performance is not indicative of future performance.Yields will fluctuate. Although the fund seeks to preserve the value of your investment at 51.00 per share,it is possible to lose money by investing in the Fund.Some investors may be subject to the Federal Alternative Minimum Tax and to certain state and local taxes. J.P.Morgan is licensed under U.S.Pat Nos.5,910,988 and 6,032,137. This proposal is subject to and conditioned upon a mutually agreeable contract between the Agency and J.P.Morgan.J.P.Morgan also requires execution of all applicable product and service agreements. This document may contain information that is confidential and/or proprietary to JPMorgan Chase&Co.Such information is marked "confidential"and may not be copied,published or used,in whole or in part,for any purpose other than as expressly authorized by JPMorgan Chase Bank,N.A..©2012 JPMorgan Chase Bank,N.A.All Rights Reserved.Member FDIC. The following is required pursuant to regulations adopted under Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act(USA PATRIOT Act)of 2001: To help the United States government fight the funding of terrorism and money laundering activities,U.S.law requires banks and certain other financial institutions to obtain,verify,and record information that identifies each client that opens an account.What this means for our clients:Before opening a new account,we will require you to provide name,address,taxpayer identification number, and other information and/or documentation that will allow us to identify the account owner(s),as required by law. J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. Page i CHASE !i January 30,2012 RE: Request for Application-Depository and Banking Services Solicitation Number 12-008/Specification Number 12-946-25 City of Round Rock Purchasing Department 221 E. Main Street Round Rock,Texas 78664-5299 We want to thank the City of Round Rock for the opportunity to respond to your recent request for the City of Round Rock's Request for Application: "Depository and Banking Services."On behalf of Chase, 1 respectfully submit the enclosed response to the proposal for your consideration. Chase is dedicated to providing exemplary financial services to public funds clients and is a certified municipal depository for the State of Texas. We pride ourselves in establishing and maintaining long-term relationships with our public funds clients and have been successful servicing these entities for over 70 years in Central Texas. Our success is directly related to our service philosophy; providing the best service and products available to efficiently manage public funds. We bring the following"Best Value"to the City of Round Rock: • Cost that Matters-We bring to the City of Round Rock ideas to reduce banking cost. "'^ • Experience that Matters-We bring to the City of Round Rock over 56 years of service with Chase that is dedicated to public funds. Larnell Camus and Valerie Hill will be the City's assigned Relationship Manager and Senior Client Service Representative. Larnell Camus Valerie Hill Senior Banker Senior Client Services Representative 221 West 6th Street 221 West 6th Street Austin TX 78701 Austin TX 78701 512-479-2720 512-479-2029 Larnell.camus(a?chase.com Valerie.i.hill()chase.com ■ Exemplary Products that Matter-A bank that leads with the most automated services available in the industry to help improve operational efficiency. ■ Strength that Matters—We bring the City the strength and balance sheet of a bank that can help maximize its investment capabilities. Chase understands the services to be performed and will commit to provide the services as specified. The enclosed proposal contains a great deal of information and we would be happy to demonstrate any of the products upon request. Please do not hesitate to call, if you have any questions.Again,we appreciate the opportunity to present our application and look forward to hearing from you. Sincerely, Larnell Camus Senior Banker/Relationship Manager .7PMorgan Chase Bank,N.A. -111 West Sixth 5&w4 2nd floor-Austin, 7X 78701 Telephone:(512)479-2720—Facsimile:(512)479-2814 lame//.camusca chase.com • • Request for Application CHASE O City of Round Rock, Texas 1.3. Table of Contents 1.2. Letter of Transmittal ....................................................................................ii 1.3. Table of Contents..................... "i 1.4. Available Resources and Location.............................................................1 1.5. Timeline.........................................................................................................4 1.6. Previous Performance/Experience...........................................................13 1.6.1. Statement of Qualification..................................................................................... 14 1.6.3 Depository and Service Agreements ....................................................................72 1.6.4. Attachment A......................................................................................................... 73 1.7. Cost Proposal — Depository Services 1.7.1 Attachment B- Schedule Of Proposed Fees 1.7.2. Attachment C- Historical Earnings Rates Appendices Appendix 1. Proposed Account Structure Appendix 2. Availability Schedule Appendix 3. Business Resiliency Program Appendix 4. Sample Service Agreements Appendix 5. Investment Prospectuses Appendix 6. J.P. Morgan ACCESS Sample Reports Appendix 7. Chase Branch List Appendix 8. Value-Added Services Appendix 9. Host-to-Host Connectivity Guide Appendix 10. Sample Safekeeping Documents Appendix 11. Sample Account Analysis Guide Appendix 12. Sample DDA Statement Appendix 13. Chase At Work Program Page iii • • Request for Application CHASE O City of Round Rock, Texas 1.4. Available Resources and Location JPMorgan Chase&Co. (JPMorgan Chase)is a leading global financial services firm with assets of more than US $2.3 trillion. The firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing, asset and wealth management,and private equity.A component of the Dow Jones industrial average,JPMorgan Chase& Co. has its corporate headquarters in New York and its U.S. retail financial services and commercial banking headquarters in Chicago. Under the J.P. Morgan and Chase brands, the firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients. Information about the firm is available on the Internet at www.jpmorganchase.com. Chase will comply with any other provisions of the Texas Local Government Codes or Texas Government Codes not specifically mentioned in the RFP that are applicable to J.P. Morgan as the provider of services contemplated by the RFA. Our leadership position is illustrated by our number one ranking in the following areas:ACH items originated, same-day transfers, information reporting, CHIPS and Fedwire. We have one of the most expansive global footprints of any U.S. bank,with offices in 23 states and more than 60 countries, and the world's most extensive correspondent banking network. As of December 31, 2011, JPMorgan Chase& Co. has: More than 260,157 full-time employees worldwide • Market capitalization of more than US $125.4 billion ■ Deposits of more than US$1.1 trillion Loans of more than $723.7 billion • Total stockholder equity of US $183.6 billion ■ Over 145 million credit cards issued ■ Tier 1 capital and total capital ratios of 12.3% and 15.4%, respectively (estimated) Both JPMorgan Chase&Co. and the bank are managed on a line of business basis. The business segments presented in the following figure reflect the current organization of the firm. There are six major business segments: Commercial Banking, Retail Financial Services, the Investment Bank, Asset&Wealth Management, Card Services, and Treasury&Security Services.The segments are based upon the products and services provided or the type of customer served. Page 1 • Request for Application CHASE City of Round Rock, Texas JPMorgan Chase&Co.Lines of Business E p e k n 3 + k A # n .�"dm#u< S, a r_ ". '..@ 4'w'. •.:.,:"'� {i� .tet, _r Wunaawa tanaamar ant Eu•Inawa Eoalnawa EuMr•awa � tvY••awa' t.'.vrtt.r.daarl{nt • trUbat lYaaN# • slaaa/ln.v�•wv [+,"n•'•Ea"Lint • Cradrt ir! • I.hd SS.I.Irl at traauun:ant<a Eanttn • fdatta ant EanYint . n'adda.d. 6linapm.am ! - Mrvfa • +:lobar E�+.n.•4 .ttY#M[ • farpar Ma<�Y,..t :a<r.rtia:a>.at . ':lobal re.r8 !#vn►wa Hr1N•l ata? >uto trnanc. Eana{nt !anl,nt Insama • Canwma. • lorrar.ar • Stud.�tlwlnt • ,a..anmara flat - Pri.=ala,S atlYh . +:Ie61< ', Ea+"!In[ +taff>nt. far l•ahl ind 1-11n►t.msat Ca+ea►dn.aa '. • po#hart Et+irnt • Cay"al tlarl ati tiaa'lhzta. - lh,ato-ttan : . <h ata Y.aNth {ara.at..n+.t EaN{nt+GlYl N. rat�tRYH _ '. tlan a[•a+rot Mtauu • tntarnarionM + tnc•Cmant L1aR ward _' la al lRaa• - Init rtutl►rot Eo#n.ltaY ',. - Rataia - iamm•aas! • NltltlaWp T_L­4.'4 Panaln[ - iarnmva.n. G.e.tle[+r+rrt paha lnt • tr.arct.tra.i! - theta Eas+mtt r:r.drt hra E�:.i!•n..nr F�tr•ea - ihaza frr.era Tla:amatit • ihata Caprt ar •G0.+SaysetS$usaat'taFinttep arpf.{kv�y+Y <arpar atwn . &Jala�in►lRn+daMdf07 td+►pwy'OMt✓ - EeTt sar.aa. Ix}�ryylt�ppttA•Qt?rnaYQd 7IaWfIMt Alma V rsap. RNnt[FUEit{tUMStivkta :•nJYc a.i -Aaansa Figure 1 History of Our Firm JPMorgan Chase's corporate headquarters are in New York City. Our retail financial services and commercial banking headquarters are in Chicago. Our major legacy institutions—J.P. Morgan, Chase Manhattan, Chemical, Manufacturers Hanover, Bank One, First Chicago, and National Bank of Detroit—contributed significantly to the development of communities worldwide. These mergers culminated in July 2004 with the joining of J.P. Morgan Chase&Co. and Bank One Corp. to form today's JPMorgan Chase& Co. Fortune magazine said"the combined bank will be big and strong in a panoply of businesses," adding that"the deal has been widely lauded" by investment analysts.The New York Times said the merger"would realign the competitive landscape for banks"by uniting the investment and commercial banking skills of J.P. Morgan Chase with the consumer banking strengths of Bank One. Our corporate history is intertwined with innovations in finance and the globalization of the world economy. In 2008, JPMorgan Chase&Co. acquired The Bear Steams Companies Inc., strengthening its capabilities across a broad range of businesses, including prime brokerage, cash clearing and energy trading globally. Also in 2008,JPMorgan Chase&Co. acquired the deposits, assets and certain liabilities of Washington Mutual's(WaMu)banking operations.This acquisition expanded Chase's consumer branch network into California, Florida, and Washington State and created the nation's second-largest branch network—with locations reaching 42%of the U.S. population.The acquisition also extended Chase's retail branch network to additional states, including Georgia, Idaho, Nevada and Oregon. Page 2 Request for Application CHASE O City of Round Rock, Texas The story of JPMorgan Chase and its legacy institutions reaches back more than 200 years with the founding of its earliest predecessor in 1799. OverviewHistorical p 1895 1915 1947 (j 1 840 Du"WWI C—SQ 5 mii a !p 1955 J Retppn7 Ma o Sr J P MeJ.n Asx fez Nat„ans W C11w Bank 1 799 The W.!a"Ba»4 t—xr !no G*.)J�'ad ksr�'pe'baa cu�a!+axe!hd!7.acrr n ,qr »,tn Tne Ba: ,I—a Pe»derxxkrr P'='+�'TM N—Ya". Wa'J Snae!Nvory- t,--!Y'a!ha of ti.hf-h"Mx, 1 996 TM Lt n'$-- f the c'' " f—n r--d a S5W—.-d Asan a9+rx:W,,s Mas- Ca~o+nr to eam Carper,a Woaerod Ma ft-B.— J P 6brsya+A Co Altjo fnz I v+.nn a+>r'earx n AR a tan Ctase 64 ensf!an(iaGk JcenSy Wats 7tw least I s i �' mc�ory nst,o trx ma •«•• P-0,a Neq,hkc of •�.�.•••• ••. S1!k7!+.kl Eu6t�Ond TM CMar.Oi 8uo 1824 lilt �.mss.. 1893 1906 1929 1968 1980 2008 t P Mayn a Tx�'Y J P Matyn.Y a t'W T—Oho t--L-g tAl�GM1 ESxocaax. P-dxx f— p ays an�mTts>ttsa! 4wncer N U S to dw uaa!m u+xemrms mere a xyx!o-m mat txor4.x a'1a+ntxechi&Owst rine ro npaprq ,ahold$ d US Steal,cc !o fam CrtY NAW—jt Iw eta adt`'-Mle tH&O)takas A,Pa maraga eM cepa! and AT&T Bink&Truv l men!W talnsactvnx CamPu!ar p btti envs thrany+tt a Predacaxsa pi m E—t.'4' acqu�uuxr W Bank Ow Tole SWmnx Figure 2 Page 3 • • Request for Application CH,A SE O City of Round Rock, Texas 1.5. Timeline From the moment you award us your business, our commitment is to integrate our products and services into your organization smoothly and efficiently. We are committed to: • Clearly understanding your product and service requests • Serving as your primary point of contact throughout the implementation process • Developing clear implementation plans and goals for product start-up ■ Coordinating the setup and installation of J.P. Morgan products • Earning your satisfaction throughout the implementation process Partnership Approach An implementation consultant will be assigned to serve as your primary point of contact throughout implementation.Your implementation consultant has end-to-end ownership and accountability of the process, is responsible for communicating regularly with you and coordinates activities across the bank. Regular meetings are held to share information and measure progress. The Implementation Process An established project flow and framework is followed when executing the setup of products and services. /r� /''"-'i►- /'>- 17r� Documentation Planning Service Setup jl i • Live Your implementation consultant works with you to validate the solutions you have requested, establishes timelines for implementation and then coordinates with the necessary teams across your organization and ours to complete the setup. Measuring Satisfaction Upon completion of the setup request,we will ask you to complete a survey to help us measure your satisfaction with the delivery of the new services. Your feedback helps us evaluate our performance and continuously improve our implementation processes. The City's sample implementation plan is included on the following pages. r:. Page 4 SAMPLE ID 8 %Complete ask Name Duration or Predecesss esourca Namea + 6%Texas Sample Implementation Project Plan 47 days 2 0% Initiation Phase 10 days 3 0% Submit Implementation Request 1 day Sales 4 0% Assign Implementation Project Manager 1 day 3 JPM Impl Project Mgr 6 0% Holo Internal Review Meeting 1 day 4 JPM Impi Project Mgr 6 0% Schedule Kickoff Meeting 1 day 5 JP mpl Project Mgr 7 0% Hold Implementation Kickoff Meeting with Client 1 day M Im Project Mgr 8 0% Confirm Scope of the Implementation Request 3 days JP W Proj Mgr/Client 9 0% Revise/Contemn Project Target Dale 1 day 8 Impl P Mgr 10 0% Identify Stakeholders and Resources Required in Project 1 day 9 JPM roject Mgr 11 0% Initiation Phase Completed 0 d 10 Impi Project Mgr 12 0% Requirements and Planning Phase aye 13 0% Draft Project Chatter da 5 JPM Impl Project Mgr 14 0% Review Project Charter with Client 13 JPM Imp Project MgdCient +s 0% Sign-off on ScopelLock Project Charter days 14 Client 16 0% Draft Detailed Project Planys 7 JPM Impl Project Mgr 17 Ova Review DRAFT Project Plan vnth Client 1 day 16 JPM Impi Project MgrlCient 18 041> Requirements and Design Phase Comp 0 days 17.16 JPM Imp]Project MgrtCient 19 0% Documentation&Servic et-u a 23 days 20 0% Legal Agreements 12 days 21 01. Provide Client wish Legal and Prod ocumentation 2 days 8 JPM Impi Project Mgr 22 0"A Signs and Returns Legal and Product Set-up Documentation 10 days 21 Client 23 0% Account Opening 10 days 24 0% Reserve Account Numbers for Client 1 day 8 JPM Impl Project Mgr 26 D% Provide Client with Account Opening Documentation t day 24 JPM Imp!Project Mgr 26 0% Client Returns Accourut Opening Documentation s days 25 Client 27 0% JPMorgan Opens Accounts 3 days 26 JPM Impi Project Mgr 26 0% ACH Debit Blocking 12 days Page 1 of 8 SAMPLE ID 8 %Complete ask Name Duration redeeessors eaourco Names 29 0% Complete,Execute&Return ACH Debit Blocking Set-up Forms 2-days 21 Client 30 0% Submit Set-up Request to Operations 2 days 29.27 JPM Imp1 Project Mgr 31 0% Advise Client of Completed Set-up 2 days 30 JPM Impl Project Mgr 32 0% ACH Debit Block Setup Complete 0 days 31 33 0% ACH(US)Direct Transmission 21 days 34 0% Confirm ACH Set-up Requirements 2 days 21 JPM Impl Project MgrlC6ent 35 0% Secure Technical Resources for ACH Connectivity Setup and 5 days 34 C" Testing 36 0% Submit Set-up Request to Operations 1 day 27 PM im Project Mgr 37 0% Assign Systems Implementation Resource i day JP tems I 1 Mgr 36 0% Finalize Set-up Details with Client 2 days 37 Syst mpi Mgr 39 0% Review ACH File Specifications with Client 2 days 38JPM ems Impl Mgr 40 0% Provide ACH Origin and Company ID Numbers to Client 2 39 impl Project Mgr/JPM yslems Imp1 Mgr 41 0% Submit Connectivity Request day JPM Systems impl Mgr 42 0% Connectivity Resource Assigned 5 41 JPM Connectivay,Analyst 43 0% Establish and Test Connectivity ys 42 JPM Connectivity Analyst/Client 44 0% Complete and Execute Inlodex User Setup Form for Fi 21,38Cfent Validation and Release 45 011; Submit Infodex User Setup Form day 44 JPM Impl Project Mgr 46 0% Cash Vault Services 13 days 47 0% Identify Store Locations and Armed Courier Se s 2 days 21 CAent 46 0% Review and Agree on Proximity 5 days 21 Safes/CiienUJPM Irnpl Project Mgr 49 0% Interview Client and Comple sh S it 2 days 47,48 JPM Imp[Project Mgr Questionnaire 60 0% Submit Set-up Request to Opera ns 2 days 49 JPM Impl Project IAgr 51 0% Cash Disbursements 3 days 52 0% Set up Virtual Vault Locations 2 days 49 JPMorgan 53 0% If Client is Ordering Cash,JPM to Provide Client with VRU i day 52 JPMorgan Instructions 64 0% Cash Deposits 6 days 55 0% Client to Order Supplies for Making Deposits(Deposit 5 days 49 Client Bags,Deposit Tickets,etc) 56 D% Advise Client of Completed Set-up 1 day 55 JPM Imp[Project Mgr 57 0% CD ROM Imago Viewer 11 days Page 2 of 8 SAMPLE ID @ %Complete aek Name Duration Predecessors esource Names s8 0% Confirm Set-up Details with Client 2 days 21 JPM imp[Project MgrJCient 69 0% Provide Client with User Guide and Reference Material 2 days 58 JPM Impl Project Mgr 60 0% Submit Set-up Request to Operations 3 days 59 JPM Impl Project Mgt a 61 0% Advise Client of Completed Set-up 1 day 60 JPM Impl Project Mgr 62 0% Schedule Product Training 1 day 61 JPM Impl Project MgrlCienl 63 0% Complete Training 2 days 62 Client 64 0% Setup Complete 0 days 63 66 0% Check Retums 13 days 66 0% Review and Complete Check Return Ouesfionnaire 2 days JP I Prot MgrlCienl 67 0% Submit Set-up Request to Operations 2 days 66.27 Imps Mgr tis 0% Advise Client of Completed Set-up 3 days 67 JPM Project Mgr 69 0% Controlled Disbursement 16 d 70 0% Confirm Set-up Details with Chant ys 1 JPM Impl Project MgriCient 71 0% Advise Client of MICR Testing Requirements 3 21 JPM Imps Project Mgr 72 0% Submit Set-up Request to Operations ys 27.71 JPM Impl Project Mgr 73 0% Advise Client of Completed Set-up da 72 JPM Imps Project Mgr 74 0% Hostto-Most(H2HpConnoctivhy ys 75 0% Provide Connectivity Guide,Questionnaire a 1 day 21 JPM Imps Project Mgr Admimstration Designation Form to Client 76 0% Complete 8 Return Connectivity Questionnaire 5 days 75 Client Administration Designation Fonn 77 0% Provide Connectivity Ouestionn urity Ad (ration 1 day 76 JPM Impl Project Mgr Designation Form to Systems tat rich I Project Manager 78 0% Submit Connectivity Request i day 77 JPM Systems Impl Mgr 79 0% Connectivity Resource Assigned 5 days 78 JPM Connectivity Analyst 80 0% Set up Connectivity Test Region 3 days 79 JPM Connectivity AnaystiClient 81 0% Image Deposit Direct(IDD) 18 days 82 0% Interview Client and Complete IDD Questionnaire 2 days 21 JPM Imp[Project Mgr 83 0% Coordinate and Schedule Training Date wilh Client and 1 day 82 JPM Impl Project Mgr Operations 84 0% Submit Set-up Request to Operations 1 day 83.27 JPM Impl Project Mgr 85 0% Email IDD Queslionnaire to Float Management I day 84 JPM IMI Project Mgr 66 0% [DO Unit Orders Scanner Equipment 5 days 85 JPMorgan Page 3018 SAMPLE 10 e %Complete rask Name Duration rredecossom resource Names 87 0% Scanner Equipment Sent to Client 1 day 86 JPMorgan 88 0% Confirm Receipt of Equipment 1 day 87 Client 89 0% Complete Software Installation and Image Website Training 1 day 88 JPMorgan/Client 90 0% Confirms Software Testing and Training is Complete 1 day 88Cient 91 0% Configure Client PC workslations into Production Environment i day 88 JPMorgan 92 0% Receive completion notice tram IDD Fulfilment i day 88 JPM Imp(Project Mgr 93 0% Advise Client of Completed Set-up 0 days 92 JP mpl Project Mgr 94 0% Internet Statements 13 days 95 0% Review&Complete Internet Statements Enrolment Form vnth 2 days JP pi Proj MgrrCient Client 96 0% Submit Set-up Request to Operations 2 days 95.27 lmpl Mgr 97 0111. Advise Client of Completed Set-up 3 days 96 JPM Project Mgr 98 0% JPMorgan Access 18 99 0% Confirm Accounts&Services;Review&Complete Set-up ays t JPM Imp[Project MgrrCient Documents 100 0% Complete.Execute&Return Secunly ArkministralorDesfgnalion 1 21 Client Form(SADF) 101 0% Submit Set-up Request to Operations ay 100.27 JPM Imp(Protect Mgr 102 0% SecurlD Tokens&Activation E-mail Sent to Client S 1 101 JPMorgan Administrators 103 0% Security Administrators Complete Token Activation Proces y 102 Cienl 104 0% Security Administrators Log onto JPMorgan 1 day 103 Client 105 0% Coordinate&Schedule Security Administratorin 1 day 104 JPM Impl Project Mgr/Client 106 0% Security Administrators Comple d Entitle nt So-up t day 104 Client 107 0% Coordinate&Schedule User - uct 1 day 105 JPM Imp(Project Mgr/Cienl 105 0% Client Users Log onto JPMorgan ccess i day 107 Client 109 0% ACH File Upload via ACCESS 16 days 110 0% Provide Client with the ACCESS ACH File Upload 1 day 99 JPM Plojecl Mgr Specifications 111 0% Serine ACCESS Technical Resource 2 days 110 JPM Project Mgr 112 0% Review ACH File Upload Specifications 3 days 111 CFenVJPM Technical Resource 113 0% Creole ACH File for Upload via ACCESS 5 days 112 Cienl 114 0% Test ACH File for Upload via ACCESS 3 days 113,107 Cieor1JPM Technical Resource 115 0% Begin Processing ACH File via ACCESS i day 114 Client 116 0% Payables Web Service(PINS) 18 days Page 4 of 8 SAMPLE 10 %Compirde oak Namo Ountion Predecessors resource Names 117 0% Cmfirm Accounts&Services;Review&Complete,Set-up 2 days 21 JPM Imp Project MgrlCfent Documents 118 D% Complete,Execute 8 Return Security Administrator Designation 1 day 21 Client Form 1SADFf 119 0% Submit Set-up Request to Operations /day 118,27 JPM Impf Project Mgr 120 046 SecurID Tokens$Activation E-mail Sent to Client Security 1 day 119 JPhlorgan Administrators 121 0% Security Admjnistralors Complete Token Activation Process 1 day 120CFent 122 0% Security Administrators Log onto JPMorgan Access 1 day 121 Client 123 0% Coordinate E Schedule Security Administrator Training 3 days 122 JP mpl Project Mgr/Client 124 0% Security Administrators Compete User and Entitlement Sel-up i day fent 125 0% Coordinate&Schedule User/Product Training i day JP pl Proj Mgr/Client 126 0% Client Users Log onto PWS 1 day 125 t 127 0% Setup Complete 0 days 126 128 0% Payee Vedficatlon iPVEi 11 d 129 0% Confirm Set-up Details with Client ays JPM Impl Project Mgr;Chent 130 0% Provide Client vdth PVE Requirements 1 21 JPM Impl Project MgdClient 131 0% Advise Client of Check Testing Requirements y 21 JPM Impl Project Mgr 132 0% Submit ARP 8 PWS Set-up Requests to Operations 131,27 JPM Imp[Project Mgr 133 D% Notify Client when Setup Complete day 132 JPM Impl Project Mgr 134 0% Setup Complete/Begin Testing 0 days 133 135 0% Positive Pay 17 days 136 0% Confirm Set-up Delads with Cie 2 days 21 JPM Imp[Project Mgr/C6en1 137 0°l Provide Client MICR Specif S 1 day 21 JPM Impl Project Mgt 138 0% Provide Overview of Check Tesh equirem 8 File 1 day 21 JPM Impl Project Mgr Specifications 119 0% Submit ARP E PWS Set-up Request ations 5 days 138 JPM Impl Project Mgr 140 0% Notify Client when Setup Complete 1 day 139 JPM Imp Project Mgr 141 0% Data File Transmission 11 days 142 0% Assign Systems implementation Resource 1 day 139 JPM Systems Imp Mgr 143 0% Contact Client to Review File Creation and Testing Process 1 day 142 JPM Systems Imp Mgr 144 0% Provide Client with Check IssuelPaid Fit-Specifications 1 day 143 JPM Imp Project Mgr/JPM Systems Impl Mgr 145 0% Submit Connectivity Request 1 day 143 JPM Systems Imp Mgr 146 0,6 Connectivity Resource Assigned 5 days 145 JPM Connectivity Analyst Page 5 of 8 SAMPLE ID 0 %Compete ask Nemo Duradan ecessors Resource Names 147 0% Establish and Test Connectivity 3 days 146 JPM Connectivity Analyst/Cliem 148 D% Setup Complete/Begin Testing Phase 0 days 141,143 149 0% Documentation 8 Service Set-up Phase Complete 0 days 1,98.128.74.65,57,116 150 0% Testing and Go Live Phase 29 dam 151 0% ACM Direct Send File 15 days 152 0% Create Test File 4 days 39 Client 153 0% Send Test File to JPMergan via Chosen Connectivity Method 1 day 43.15 nt 154 0% Tests File and Provide Feedback to Client 3 days 3 JPM s Inipl Mgr 155 0% Send Transaction JournaOReturn File to Client via Chosen 1 day i System I Mgr Connectivity Method 156 0% Tests File and Provide Feedback to JPMorgan 3 days 155 ch 157 0% Sign-off on Fee Testing 1 day 153JP Impl Project Mgr/JPM ems Imps Mgr/Client 158 0% Execute 8 Return Security Administration Designation Form tient 159 0% Submit Connectivity Production Keys to Security Team 158 Chent 160 0% Confirm Connectivity Production Keys are in Place da 159 JPM Connectivity Analyst 161 0% Establish Connectivity in Production 160 JPM Connectivity AnaystiChent 162 0% Build Infodex Users and Provide Passvurds and User days 157 JPM Systems Impl MgdJPMorgan 163 0% Activate ACH Service in Production ys 157 JPM Systems Impi Mgr 164 0% Transmit First Production ACH File to JPMk, 1 day 163.161 Client tss 0% Confirm Receipt of First Production - 0 days 164 JPM Systems Imps Mgr 166 0°lo Set-up Complete 0 days 165 'I 167 0% Host-to-Moat(H21IyContrectivity 13 days 168 0% Conduct Connectivity Testing 3 days 80 JPM Connectivity Analyst/Client 169 0% Sign-off on File Testing 1 day 168 JPM Systems Impf Mgr/Client 170 0% Submit Connectivity Production Keys to Security Team 2 days 76,168 Chent 171 0% Confirm Connectivity Production Keys are in Place 2 days 170JPM Connectivity Analyst 172 0% Establish Connectivity in Production 5 days 171 JPM Connectivity Analyst/Client 173 0% Submit/Receive Production Verification File totfrom JPMorgan 1 day 172 Chert 174 0% Confirm Successful Receipt/Send of File 0 days 173 JPM Connectivity Analyst/Client 175 096 Sel-uP complete 0 days 174 Page 6 of 8 SAMPLE 10 1%Complete ask Name Duration Pradecesson, esource Names 176 0% MICR Testing 16 days 177 0% Provide Client vnth MICR Specification Sheet for Check Printing I day 21 JPM Imps Project Mgr 176 0% Client CrealesfOrders Checks 10 days. 177 Client 179 0% Client Forvsrds 20 Voided and Burned Checks to JPMorgan for 1 day 178 Client MICR Testing 100 0% Perform MICR Test 2 days 179 JPM Impl Project Mgr 161 0% Provide Test Feedback to Client 1 day 180 JPM Impl Project Mgr 102 0% If Successful,Advise Client to Begin Issuing Checks 0 days 181 JP mpl Project Mgr 163 0% MICR Testing Complete 0 days 104 0% Payee Verification 14 days 105 0% Client Creales/Oiders Checks 5 days 130,131 106 0% Client Fwxards 20 Voided and Bursted Checks to JPMorgan for i day 185 Chan PVE Testing.Payee Name Inckided in Test Checks 107 0% Perform MICR Test 3 M Impl Project 13911Chase 108 0% Perform PVE Test 187 JPM Impl Project Mgr 189 0% Provide Test Feedback to Client da 188 JPM Impi Project Mgr 190 0% It Successful.Achvale PVE Service 0 189 JPM Systems Imps Mgr 191 0% Setup Complete days 190 192 0% Positive Pay via Payables Web Servlees ys 193 0% Security Administrators Entitle:and Approve 1 day 140.123 Cfient 194 0% Client Creates Test Check Issue Fi 5 days 138 Chent 190 0% Client Uploads Check Issue T ie into P Mas b 1 day 193.194 Client Services During Training Sew 196 0% Feedback Provided.Correctio orrecl Test File 1 day 195 CkenVJPM Training Uploaded 197 0% Sign-off on File Testing 1 day 196Client 198 0% Submit First Check Issue Fie in Production i day 197 Client 199 0% Activate Positive Pay Service and Payee Verification(if 0 days 198 Client applicable) 200 0% Confirm Receipt of Production Check Issue File 0 days 199 JPM Imp]Project Mgr 201 0% Setup Complete 0 days 200 202 0% Positive Pay via Direct Transmission 12 days 203 0% Client Transmits Test Check Issue File to JPMorgan i day 147 Client 204 0% Test Check Issue File oath Payee Information(it applicable) 2 days 203 JPM Systems Impt Mgr Page 7 of 8 SAMPLE ID 10 %Complete ask Name Duration Prodeeessors resource Names 205 0% Provide Test Feedback to Client 1 day 204 JPM Systems Impl Mgr 206 0% Provide Test Check Paid File:to Client If Included with Full 2 days 204 JPM Systems Impl Mgr Reconciliation 207 0% Tests File and Provide Feedback to JPMorgan 2 days 206 Client 208 0% Sign-off on File Testing 1 day 207 JPM Systems Imp[MgrlCOenl 209 0% Execute&Return Security Administration Designation Form 2 days 147 Client 210 0% Submit Connectivity Production Keys to Security Team 2 days 209.Clien1 211 0% Confirm Connectivity Production Keys are in Place 2 days 210J Connectivity Ana" 212 0% Establish Connectivity in Production 5 days M Cc activity AnalysMient 213 0% Security Administrators Entitle and Approve Users t day Cl 214 0% Activate Positive Pay Service and Payee Verification(it 2 days 213 Syste mpl Mgr/Client applicable) 215 0% Submit First Check Issue File in Production 1 day 214.212 Chen 216 0°t< Confirm Receipt of Production Check Issue Fite 0 NO'll, Impl Project Mgr1JPM ms Impl Mgr 217 0% Setup Complete ys 218 0% Testing&Go Live Phase Complete 0 .176,18 219 0% Deal Closure Phase ys 220 0% Monitor Services During Production Verification Period2days 19,150 JPM Impl Project Mgr/JPM Systems ImpI Mgr 221 0% Sign-off on Project ay220JPM Impl Project MgrrJPM Systems Impl MgrlClient 222 Conduct Post Implementation Meeting t day 221 JPM Impl Project Mgr1JPM Systems Imp1 Mgv`Chenl 223 0% Transition to Customer Service t day 222 JPM Impl Project MgrlChent 224 0% Distribute Survey to Client 0 days 223 JPMorgan 225 0% 8AU Production 0 days 223 Page 8 of 8 Request for Application CHASE O City of Round Rock, Texas 1.6. Previous Performance/Experience Provide detailed information on firm and team experience with providing services as described in the solicitation. Chase's financial strength and scale allow significant investments in technology and enhance its ability to join with other premier providers in offering outstanding services to clients worldwide.With annual revenues of more than$7.3 billion,Treasury&Securities Services (TSS),an important component of the firm's revenue stream and long-term strategy, is the largest cash management provider in the world and a leading global custodian.The services required to meet the City's Leadershi requirements will be provided through our Treasury& Pin Treasury Services Securities Services line of business. #1 ACH origination (Debit,Credit 8 Total Transactions) #1 Same-Day Transfer (Total li CHIPS) Leadership in Treasury Services #1 Check Clearing (Remote Deposit Sites) #1 Information Reporting(Total Accounts) Chase has the scope and scale necessary to provide #1 Information Reporting(Internet Accessed Accounts) leading treasury solutions to the City as requested in #1 Sweep Accounts (Accounts @ Average Daily the RFA. Our leadership position in key services is Balances) evidence of Chase's experience and demonstrates our #1 Information Reporting(Total Accounts) #2 Check Clearing (Total,Non-encoded Items) ability to deliver the services required by the City. #2 Check Clearing (Items-image Cash Letter 8 Remote In addition,our financial strength and scale allow Deposit) #2 Same-Day Transfer (Book ft Fedwire Transfers) significant investments in technology that enhance our Emst&Young 2011 Product Ranking Report ability to offer outstanding services to clients. Each year, Chase invests heavily in technology to support and expand our businesses.These investments enable us to retain our leadership position in the industry, and to provide enhanced treasury services to our valued clients. Ultimately,our size and technological investments generate economies of scale,which translate into cost savings for the City. We understand public sector needs and,as a leader in treasury services in terms of volume and performance, we have the knowledge and experience that is necessary to provide outstanding services for the City. Commitment to the City of Round Rock and State of Texas Chase has long supported economic development, affordable housing, support services,education, and other community development initiatives by providing grants to not-for-profit organizations and financial intermediaries devoted to these areas. In addition, the bank has been a leader in designing and fostering innovative programs to meet the On its most recent federal changing needs of its communities. Community Reinvestment Act Chase has also distinguished itself as a national leader in communi (CRA) performance examination, ty )PMorgan Chase Bank earned the development tending. Chase provides financing for affordable housing highest possible CRA rating of and economic development projects in low and moderate-income "outstanding." communities. This was the eighth Chase has over 54,000 consumer customers and 3,400 small business consecutive time. clients in the City of Round Rock. Chase's community initiatives in Texas include: • Microloans Keep Small Businesses Going Strong—With a$5 million grant to ACCION Texas- Louisiana, Chase is continuing its support of small businesses and its 17-year support of the nation's largest micro-lender.The$5 million grant has helped create more than 2,500 loans that will help companies create or retain an estimated 5,000 jobs over the next three years. Page 13 • • Request for Application CHASE O City of Round Rock, Texas • The Texas Committee for Employer Support of the Guard and Reserve(ESGR),an agency of the Department of Defense, recently honored JPMorgan Chase with an "Above and Beyond"award in recognition of extraordinary support of its employees who serve in the Texas National Guard and Reserve.The award recognizes American Employers who provide extraordinary patriotic support and cooperation to their employees who have answered their nation's call to serve. The scope of our commitment to our clients and the community is shown in the following graphic. Chase Presence in Texas • Chase has over 31,000 employees in 139 cities in the State of Texas. • 675 Banking Centers and 2,019 ATMs in the State of Texas. Siiwh'� yf�� • Contributed more than$14.5 million to Texas charities in 2010. • Paid more than$2.1 billion in wages and benefits to Texas employees in 2010. • Paid more than$52 million in state and local taxes in 2010. • Chase raised more than$8.6 billion in financing for local governments and non-profit organizations in Texas in 2010. • We serve more than 492,000 small business and 3,400 middle market customers. • Chase provided 51,000 mortgage loans,25%in low and moderate-income communities in 2010. • We underwrote over 44,000 small business loans, 16%in low and moderate-income communities in 2010. • Chase provided more than$246 million in community development loans and investments in 2010. 1.6.1. Statement of Qualification Respondent shalt identify the team and provide statement of qualifications for those individuals to include education,professional registrations and areas and years of service in the respective field. Chase recognizes the importance of providing a premier client experience. We take a consultative, team approach to building relationships with our clients.We assign a skilled relationship team made up of professionals with a variety of expertise who will provide individual answers by taking time to understand your business. The City's team will listen carefully and proactively, providing ideas to energize your business. Our partnership with the City is rooted with a dedicated relationship team responsible for addressing your inquiries and requests for services,while attending to daily activities regarding the management of your accounts. Lamell Camus will be the City's dedicated Relationship Manager and Banker. Daily client service for your accounts will be provided by your dedicated Client Service Professional, Valerie Hill. Page 14 0 0 Request for Application CHASE 10 City of Round Rock, Texas • Contact information and brief biographies for Larnell Camus and Valerie Hill are provided in the tables below: Z M. *� Office Address I th 221 West 6 Street,Austin,TX 78701 .................... Phone P 512-479-2720 Fax 512-479-2814 E-mail larnell.camus(ED-chase.corn Larnell is the dedicated government banker for Chase in Central Texas. Larnell's primary responsibility is to be a trusted advisor to our clients, provide solutions that meet client needs and has the responsibility for the overall satisfaction with the bank. Larnell has been with Chase for 31 years and has experience in all aspects of commercial banking including Treasury Services. Larnell has been on the Board of the Austin Association of Financial Professionals for the last four years in different capacities including Membership and ATTA Representative. Larnell will be serving as President of the Austin AFP Board in 2012. In 2008, Larnell received the Chairman's Circle Award. She is a graduate of Angelo State University with a degree in Business Administration. Client Service Professional Name,Title 17111111� n lip Office Address 221 West 6th Street,Austin, TX Phone 512-479-2029 Fax 512-479-2814 E-mail valerie.*.hill(cDchase.com Valerie Hill is a client service professional with 23 years of banking experience with Chase.Valerie's experience includes positions in our Retail banking centers as a customer service representative, licensed financial service representative, and financial sales representative. She has worked in the Austin Commercial Banking segment since 2006.As a senior client service professional,Valerie is dedicated to serving her clients in the Government and Not for Profit group. Her banking knowledge allows her to be very resourceful in finding resolution for complex issues and promptly responding to client request in the most efficient manner. Valerie has been awarded several Chase Champion awards,which are recognition programs for those providing and exceeding client expectations.Valerie's clients know she is an important partner in assisting them achieve their financial goals. Valerie was born and raised in Austin,Texas. She has four children. Page 15 0 01 Request for Application CHASEO City of Round Rock, Texas 1.6.2. Responses to Request for Assistance Part IV. Financial Institution Qualifications CREDITWORTHINESS:In order to fulfill the City's fiduciary responsibility and to protect public funds, each bank submitting responses shall provide the following: 1.1. Provide an audited annual financial statement for the most recent fiscal period. The financial statements may be submitted in electronic form(CD or Jump Drive) or provided as a reference link on the internet. The bank shall be required to submit an audited statement to the City each year of the agreement period, as soon as it is available. Confirm agreement to this requirement The JPMorgan Chase&Co.Annual Report for 2010 can be accessed online via the following This link provides past and current JPMorgan Chase&Co. Annual Reports that can be accessed at any time by the City. 1.2. Provide certification of the bank's Community Reinvestment Act(CRA)rating by its rating agency. On its most recent federal Community Reinvestment Act(CRA) performance examination, JPMorgan Chase Bank earned the highest possible CRA rating of"Outstanding." Please refer to the web site below for verification of our CRA status. � '- Pro-- -' -- - ---recent—' fourquarters- -' ti ~ from an independent - - - ' � H�h0n� Ve�ban� oruunq�ra�ebank st�gagenc�Asana�en��vesupp��eownx, and � subordinate debt ratings pfthe holding company over the post two years. The bank shall be contractually liable for notifying the City within thirty(30)days of any change in any ofthese ratings during the agreement period. Confirm agreement tothis requirement. JPMorgan Chase& Co.'s stability as a bank and financial services provider is evidenced through our solid credit ratings as reported by various agencies. Our position is important to your growth and success as an organization. Just as we commit to providing you with solutions that fit your specific needs,we must maintain our creditworthiness and solid positioning to fully support you. The Bank agrees honotify the City within (30)days ofany change inany ofour ratings during the agreement period. Our credit ratings were static from January 2OOSthrough November 2O11. JPMorgan Chase&Co. Subsidiary Banks Credit Ratings 1/16109 11130111 Credit Ratings 1/15109 11/30111 vvRip Fitch AA- ;AA Fitch AAIAA- AA/AA- Poor's A; A- Al� Page1$ • • Request for Application CHASE O City of Round Rock, Texas JPMorgan Chase&Co. Subsidiary Banks Credit Ratings 1/16109 11/30/11 Credit Ratings 0• 11/30111 Fitch A+ I I A+ 2. CUSTOMER SERVICE: Service shall be a primary focus of the City on a continuing basis. Describe the bank's philosophy and approach to satisfying this need through the following responses. The Delivering Service Excellence Difference Delivering Service Excellences"'demonstrates Chase's commitment to providing outstanding service to our clients through the personalized attention of a dedicated client service professional. • Personal: With Delivering Service Excellence, you are provided a dedicated Client Service Professional(CSP)whose role is to support day-to-day banking and treasury needs that arise. The CSP is a vital member of our Commercial Banking team along with your banker. • Local: Your CSP is located near your business or organization like other members of the relationship team, such as your banker.This proximity enables CSPs to make in-person visits to meet with a client organization's management and other key contacts for routine and one-off meetings. Personal contact plays an important role in our ability to understand your business. • Experienced: CSPs are highly seasoned and knowledgeable service professionals who have an average of 20 years of industry experience. Many have built their careers in the banking industry and around the service function,which translates to a first-rate experience. • Responsive:According to our 2010 Client Relationship Survey, the top two attributes that our clients look for in a service professional are the same attributes that our CSPs were rated highest —promptness in following up on requests, and ability to accurately and dependably resolve issues. • Proactive: Delivering Service Excellence also means striving to understand our clients' unique banking requirements and to share ideas that help clients save time and money. In addition, CSPs use their expertise and training to anticipate issues before they arise, often reaching out to clients proactively about their accounts. 2.1. What is distinctive about the bank's approach to customer service?Now does the bank anticipate satisfying the City's need for superior customer service? Designated Client Service Professional =the The City will be assigned a dedicated Client Service Professional (CSP)for all customer service issues. Your CSP,Valerie Hill, along with her designated back up, Nora Robles,will respond to any of your requests or resolve any problems the City may experience with the cash management services provided by the bank. During business hours, a team of several other client service professionals are available to assist the City if needed. We strive for a 24-hour turnaround time for research and inquiry requests from our customers. However, in those instances where your assigned CSP requires additional support, several processes are in place to assist in resolving your issue. While serving as the central point of contact for service-related requests, your CSP will have immediate access to your relationship team and key operational management contacts in the event an issue or request requires escalation. Page 17 • • Request for Application CHASE O City of Round Rock, Texas Beyond regular service hours,Valerie is supported by a fully integrated service center staffed with a team that shares the same level of commitment to providing outstanding service.As well as offering extended hours of operations,our service center provides accelerated resolution of issues if your CSP is unavailable. It also offers an escalation point if your systems are down or if your staff is out of the office, so that you can continue to do business. 2.2. How many service individuals does the bank have in the local bank?How will the bank provide the City with relationship support for its services? The Bank's local Government and Not-for-Profit team is comprised of two division managers, two relationship bankers, 7 client service professionals,three sales and marketing associates and an administrative assistant. The team is supported by 8 credit underwriters and various product specialists. Your assigned team is Larnell Camus and Valerie Hill. 2.3. How will the bank coordinate communication between local representatives and holding company departments when assisting the City with services or implementation of new products? For all new services,the City will work directly with its assigned relationship team, Larnell Camus and Valerie Hill.The City's dedicated CSP,Valerie will involve all pertinent team members for any new services or products that the City requires. An implementation consultant will be assigned to serve as your primary point of contact throughout implementation. Your implementation consultant has end-to-end ownership and accountability of the process, is responsible for communicating regularly with you and coordinates activities across the bank. Regular meetings are held to share information and measure progress. 2.4. Is there a formal process for escalation of issues that are unresolved?How will service and overall agreement performance be monitored? For each service provided to the City of Round Rock,your assigned CSP,Valerie Hill, has a detailed matrix of contacts and escalation procedures to expedite resolution.These procedures also include internal service standards to make certain that other Chase groups engaged to resolve your issue provide timely responses to your service professional. We have developed response service level standards for all types of inquiries including: ■ Telephone Inquiries—Our Client Service Professionals are required to respond to telephone calls within four hours, with a complete answer or a status of the investigation. Telephone calls of a particularly urgent nature will be given top priority. • Written Inquiries(including e-mail messages)—Our Client Service Professionals are required to respond to all written inquiries within 24 hours of their receipt,with the inquiries being prioritized by the effective date of any requested change in processing. • Photocopy Requests—Most photocopy inquiries can be fully resolved within 48 hours of their receipt. If an inquiry cannot be resolved within 24 hours, Client Service Professionals notify clients of the expected resolution date. • Internal Service Standards—Chase has developed a comprehensive set of internal service standards that equips us to focus specifically on our clients'servicing requirements. CSPs have the authority to engage all levels of management and escalate within the Chase service organization, and across Chase departments. In addition, CSPs regularly communicate with clients'commercial banker and treasury management officer to verify that all parties supporting a client are familiar with your business and banking activity. 2.5. How does the bank intend to support the new and ongoing automation needs of the City? Chase is a leader in developing and implementing advanced services with expertise and vision for efficient operations. Our financial strength and scale allow significant investments in Page 18 • • Request for Application CHASE O City of Round Rock, Texas technology and enhance our ability to join with other premier providers in offering outstanding services to clients worldwide. For example, Chase's technology investment in technology has averaged $7.3 billion over the last three years. In addition, Business Week ranked Chase among the world's 50 most innovative companies, citing the bank's technology investments and innovative processes (April 25,2010). Strategically, we focus on investments that create both highly efficient paper-based processes and help transition our business to electronics. Chase understands that throughout the contract period new services may play a significant role in your overall solution.The industry is changing and so are we. We have—and will continue—to invest in automated data capture technologies, electronic check clearing,web-enabled image archive and electronic payment channels.Additionally, we use feedback from our customers to determine what technological solutions we should develop.We will bring these services to the City, as appropriate, through the contract period. 2.6. Are there any new services planned which may impact the City?When are these planned to be available? Chase has been providing banking services to public entities for many years.As a result,we have gained considerable experience and our ability to develop effective and relevant solutions have earned an impressive reputation within the public sector. Chase is pleased to present additional services for review and consideration by the City.These services are proposed to augment and complement the requirements included in the RFA. Each of these services is incremental to the solutions presented in the body of our response.We look forward to discussing these value-added solutions with the City. The following value added services and products are detailed in Appendix 8. ' E-Payables: Single Use Account Order to Pay E-Receivables: Pay Connexion Image Cash Letter ACH eLockbox Payment Cards: Chase Access Prepaid Card Additional Services: Escrow Services Chase Equipment Leasing Business ATM Card Merchant Services with the State of Texas Contract Texas Payment Card Consortium Health Savings Accounts Check Print 2.7. Is there any bank availability policy which differs from the availability schedule?If so, define specifically and define any elements which may delay City funds. Chase offers a standard availability schedule. Premium schedules are available, but clients must confer with their sales officer and relationship officer for approval. Please refer to Appendix 2 for a copy of the Availability Schedule we are proposing for the City. Page 19 • • Request for Application CHASE City of Round Rock, Texas 2.8. is the bank offering any transition or retention incentives?Describe fully and quantify completely. Chase is offering the City of Round Rock nine months waived analysis fees. The City will be receiving our Texas Premium ECR of 0.40%to help offset services through Account Analysis. 2.9. Describe your disaster relief support to maintain stable banking functions to the City?Focus on systems, telecommunications and power, operational facilities, and transportation. As an integral part of normal business operations within JPMorgan Chase&Co.,every manager in the firm is responsible for developing and maintaining resiliency plans as part of the firm wide Resiliency Management Program, part of the firm's Global Resiliency and Information Technology Risk Management department. Resiliency activities of JPMorgan Chase&Co. must comply with and are governed by several agencies that have laws, rules and regulations.Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the Office of the Comptroller of the Currency,the Federal Financial Institutions Examination Council and regulatory agencies within the different geographic regions. Resiliency planning is also commonly referred to by terms within the industry as business continuity, disaster recovery and contingency planning; they all represent the process whereby financial institutions ensure the maintenance or recovery of operations and service to their clients. Resiliency plans must explicitly address the business, operations and technology components of a business process, including those critical processes and functions provided by outside service providers and industry utilities. Contingency locations are an integral part of resiliency planning. In combination with the firm's testing program the locations ensure that the business resiliency plans remain accurate, relevant and operable to minimize disruption to our clients. Critical resiliency plans are tested annually, at a minimum,to verify the effectiveness of alternate locations and to demonstrate that the plans remain accurate and executable. JPMorgan Chase& Co. resiliency plans are subject to reviews by J.P. Morgan's Internal Audit Department and the Resiliency Risk Management group,which acts as the firm's governing body for Business Resiliency measures. The plans must address and comply with documented organizational requirements.All findings are escalated to the business units, Risk Management and division executive for review.The firm's Board of Directors reviews the status of the overall resiliency program on an annual basis. JPMorgan Chase&Co. exercises commercially reasonable efforts to ensure that the firm meets our obligations to you and to all of our clients.The firm's resiliency program provides comprehensive business impact analysis, risk assessment, resiliency planning and testing to ensure we can manage our risk and our clients risk within a reasonable time period. A summary overview of J.P. Morgan TSS business resiliency planning is provided for your review in Appendix 3. If you require more detail regarding our business resiliency planning methodology, we will be pleased to arrange a meeting for you with members of our business resiliency staff. 2.10. The City requires the right to use a third party auditor to review the City's accounts, collateral, transactions,and bank records at any reasonable time. Confirm agreement with this condition. Chase understands and agrees to this condition. Page 20 Request for Application CHASE City of Round Rock, Texas 2.11. Under state law the depository shall be required to review the City's Investment Policy and certify to that review in accordance with Texas Government Code 2256. The City's investment policy can be found on http://www.roundrocktexas.govlhomelindex.asp?page=463. Confirm agreement with this requirement. Chase understands and agrees to this condition. 2.12. Does the bank have a formal process or plan for reviewing and analyzing services with the City on a regular basis?Describe. Our goal is to keep communication open and frequent, allowing us to be responsive to your needs. We will quickly respond to your inquiries and requests for services while attending to daily activities regarding the management of your accounts. We will meet with the City of Round Rock, at least annually, or more often if needed, for a thorough relationship review. We will regularly evaluate out-of-the-box approaches to deliver customized solutions, energize your operations, and maximize the value of your cash flow through automation and other enhancements. Our experience, industry leadership, and long history of innovation set us apart from other banks offering similar services. 2.13. What programs or processes does the bank have in place to protect the City from electronic fraud of all types?Describe. Chase offers a number of services that will help the City prevent payment fraud including check fraud and electronic transaction fraud. Some of the fraud prevention services we recommend for the City include: • Positive Pay • ACH Debit Block • ACH Transaction Review • Wire Transfer Notifications through eServe Descriptions of these services are included later in our response. 3. DEPOSITORY AGREEMENT AND SERVICE AGREEMENTS: Respondent shall provide a copy of all depository and service agreements which shall be required to be executed under the agreement for services rendered(including depository and collateral agreements) with the response.Any changes required on the agreements may be discussed and agreed upon prior to award by City. 3.1. Provide off the agreements required. Chase agrees to discuss and agree upon any changes to standard service agreements before award of the contract is made by the City. Chase shall endeavor to notify the City in writing within ten (10)days of any changes in Federal or State regulations or laws that would affect the depository agreement throughout the agreement period.All reviews of bank records requested by the City shall be upon reasonable prior notice at the cost of the City. Sample service agreements are included in Appendix 4 of this RFA. 4. IMPLEMENTATION TIMELINE: The agreement period will commence June 1, 2012 or later. 4.1. The City recognizes that not all services and funds may be transferred by this date but expects that all services shall be available by that date and that all services may be transferred no later than six (6)months from award of agreement. Collateral shall be in place three (3) days prior to any funds transferred. Page 21 • • Request for Application CHASE10 City of Round Rock, Texas 4.2. Respondent shall provide a proposed,detailed timeline for implementation of the agreement. Include each activity required defined by its responsible party and assigned responsibilities, Denote any limitations or potential delay points. 4.3. The timeline shall reflect the number of calendar days required to put the services in place or the end date of when such services shall be in place and available to the City. 4.4. Default in promised delivery of services. without acceptable reasons, or failure to meet the terms or conditions of the depository agreement without remedy, may result in the City having the right to terminate the agreement, but the exercising of such right to terminate the agreement does not limit any other remedies the City may have for damages or other relief under law. In Tab 4, Section 1.5 of this RFA,we have provided a sample implementation plan which serves as a general guideline for implementation timeframes; however, the timeframes provided can be affected by many critical factors such as successful connectivity and file testing. Full cooperation with the City and the timely return of required documentation will assist in a smooth transition to Chase. Part V. Required Services It is the City's intent that the agreement negotiated between the City and the depository selected through this process may encompass all the services and conditions required here.Additional services offered by the Respondent shall be included in an appropriate section or separately. In addition, PART VI requires supplemental information on "Optional Services"that the City does not require but may review for potential use during the agreement period. The Required Services are minimum requirements, and any respondent refusing or failing to provide such minimal services may not be considered for selection as the City's depository. 1. ACCOUNT STRUCTURE: The City is interested in assuring that all funds are earning at the best, then-current interest rates at all times. Because of the low rates the City does not currently use an automated, daily sweep but when rates rise(as they are expected to do during the agreement period)a sweep mechanism shall be available. The sweep shall be to a SEC-registered money market mutual fund or a bank internal account alternative if applicable and competitive. The money market fund would preferably be AAA-rated. The fund may be structured as a government or enhanced government(with CP) fund. If the bank has a valid alternative to a SEC money market fund which is in compliance with the City's Investment Policy, it may be presented. A repurchase agreement is not acceptable as a sweep investment vehicle. 1.1. In the responses to the questions below the bank shall clearly describe the bank's most cost effective structure and methodology for both low and higher interest rates. Automated distribution of interest to the individual accounts on a sweep is preferred but not required and may be decided upon on the basis of cost. If a fee basis with a sweep is utilized for compensation purposes, all or designated accounts may be swept EOD daily by the bank to a zero balance(or rounded minimums) daily. Other stand-alone accounts may pay fees or maintain balances. 1.9.2. If a compensating balance with a sweep is utilized for compensation purposes, all or designated accounts may be swept daily by the bank to the target compensating balance. 1.2. Describe the most efficient and cost effective account structure for the City based on information provided. Please refer to Appendix 1 for Chase's proposed Account Structure for the City. Page 22 • • Request for Application CHASE J City of Round Rock, Texas 1.3. Describe the bank's ability to provide a ZBA structure and indicate whether the individual accounts would be swept first to a master account or be swept directly from individual accounts(for interest application).indicate your most cost beneficial structure. Optimizing liquidity for enhanced investment returns is an essential goal for today's financial manager. With Chase's automated End-of-Day Sweep, you can efficiently invest account balances, maintain full intraday liquidity, and choose from a wide rate of investments to meet your guidelines The End-of-day investment sweep invests balances into an interest bearing investment as the last transaction of the day. Balances are available early the next business day and you have full use of the funds throughout the day. If a sweep is elected, the sweep would be from the master account and interest paid at the master account level. We recommend that the City continue with a ZBA account structure and have the sweep tied only to the master account. 1.4. Describe alternatives to a sweep to be used during this low interest rate environment before sweeps again provide a viable alternative. is the bank offering an internal interest bearing account for investment? Describe the account structure proposed including the type of accounts. if the interest bearing account is indexed, on what is the index basis? In this low rate environment,we recommend the City use their balances to off-set account services through the Account Analysis Earnings Credit Rate. (See Proposed Account Structure, Appendix 1) The City can use non-interest bearing account balances to off-set their account analysis fees with the aggressive earning credit rate offered, currently at 0.40%.Additionally,we recommend using the Bank's Money Market Demand Account, an important element of Chase's suite of products designed to help clients manage their liquidity more effectively.These interest bearing U.S. bank deposits enable clients to earn competitive returns on excess funds while maintaining daily liquidity. Certificates of Deposit are another part of our suite of products. Funds that can be staggered out from seven days to five years based on the City's needs. 1.5. Will sweep activity, when used, be reported on a daily detail basis (each debit and credit)or summarized on a monthly basis in reporting? Available funds that exceed your target balance are automatically debited from your account as the last transaction of the day and invested into the vehicle of our choice. The following business day, the principal is automatically returned to your account as the first transaction of the day, providing liquidity. 1.6. Can interest from sweeps be applied at the individual account level? The City may choose to receive interest daily in your operating account or have it accrued and posted on the first business day of the following month either to your linked account or in any account you choose. 1.7. Provide the prospectus for any sweep fund alternatives being offered.An AAA-rated, SEC registered fund is preferred for the sweep. The City has the choice of an automated investment sweep with multiple investment options. Our investment options comply with the City's investment policy. J.P. Morgan offers a fully automated End-of-Day Investment Sweep with a wide range of investment options that provide competitive returns. Page 23 • • Request for Application CHASE City of Round Rock, Texas ■ Reduce idle cash by investing excess balances—Automate the investment process, and save time by eliminating the need to initiate transactions by phone or through a broker ■ Ensure daily liquidity—The City can choose from a wide variety of investment options to match your investment policies and risk tolerances. Mutual Fund investments are subject to Fund availability due to current market conditions. JPMorgan Money Market Mutual Funds Clients are placed in a share class based on balance levels, and earn the yield of the share class and fund chosen for investment. Clients' investments are periodically reviewed, and share classes may be realigned according to the balance levels maintained in clients'accounts JPMorgan Money Market Mutual Funds are managed by JPMorgan Asset Management, the second-largest short-term asset manager worldwide. Funds are suitable for accounts with stable balances only(i.e., maximum 10-20%volatility)with a maximum overnight sweep balance of$10 million. Dividends are paid monthly. Due to current unstable market conditions, mutual fund options may be limited and subject to availability. Credit Ratings: S&P Rating`* AAAm Moody's Rating" Aaa-mf Moody's defines Money Market Funds with an'Aaa-mf rating as having a very strong ability to meet the dual objectives of providing liquidity and preserving capital.S&P defines Money Market Funds that have an'AAAm'rating as demonstrating extremely strong capacity to maintain principal stability and to limit exposure to credit risk.The ratings do not eliminate the risks associated with investing in the Fund. For information on rating methodologies,please visit the agency websites at http://vAvw.moodys.com/and http://www.standardandpoors.com/ratings/en/us/. The City would have a selection of five funds, each comprising short-term debt instruments with weighted average maturity of 90 days or less: • JPMorgan U.S. Government Money Market Fund ® JPMorgan Prime Money Market Fund • JPMorgan U.S.Treasury Plus Money Market Fund ■ JPMorgan Tax-Free Money Market Fund ■ JPMorgan 100% U.S.Treasury Securities Please refer to Appendix 5 on CD ROM for a Prospectus on each fund above,which includes the annual yields for the past 10 years for each fund. Investment prospectuses are also available at this link: htto://Www.ii)moloballiciuidity.com/us­/­­-(ql.iso?i)=Products Disclaimer:Not FDIC-insured•May lose value•No bank guarantee.An investment in a money market fund is not insured or guaranteed by the FDIC or any other government agency.Although money market funds strive to preserve the value of the investment at$1.00 per share, it is possible to lose money by investing in a money market fund.Call 1-800-766-7722 for a fund prospectus.You can also visit us online at jpmorganfunds.com.Investors should carefully consider the investment objectives and risk,as well as charges and expenses,of the mutual fund before investing.The prospectus contains this and other information about the mutual fund.Read the prospectus carefully before investing.JPMorgan Funds are distributed by JPMorgan Distribution Services.Inc..which is a subsidiary of JPMorgan Chase&Co. Affiliates of JPMorgan Chase&Co.receive fees for providing various services to the funds.Securities may be provided by J.P.Morgan Institutional Investments.Inc.,member NASD/SIPC Or an offering of: ■ TFF minus 25 bps with a floor of 5 bps Page 24 Request for Application +CHASE O City of Round Rock,Texas 1.8. Is the sweep processed as an EOD transaction?if it is a next day sweep transaction, describe how funds are identified and collateralized overnight. Chase offers a true End-of-Day(EOD)sweep.The balance is the last transaction out at the end of the day.The next business day it will be the first transaction back into the account.With the true EOD sweep, funds do not need to be collateralized overnight. The National Collateral Management Group("NCMG")of Chase monitors the account balances of our public fund customers on a daily basis.The NCMG will also monitor the market value of the securities that are provided as collateral on a daily basis. If the balances exceed the collateral that is in place and/or if there is a change in the market value of the securities used as collateral, NCMG will provide additional collateral to protect the City's deposits. All time and demand deposits above FDIC coverage shall be collateralized at a minimum of statutory requirements of principal plus accrued interest, in accordance with Texas Revised Statute Government Code 2257.026 and 2257.102, rules established for Collateral Pool Program, the public entity shall inform the bank of additional deposits that will exceed the value of collateral pledged before the change occurs. 1.9. Will the bank assess a direct,hard doflar FDIC charge on the account analysis?At what rate is it currently charged? FDIC assessments will be applied to the average ledger balance and will be passed through the analysis as"Deposit Insurance Fee", currently at 13.1 bps. Average ledger balance x .00131 x#of days in month/365 1.10. /s the bank a member of the Federal Reserve?If not what bank acts as its correspondent? Yes,JPMorgan Chase Bank, N.A. is a member of the Federal Reserve. 1.11. Describe your analysis carry-over policy. (The City prefers a semi-annual carry-over.) Does the bank have any program to use excess earnings credits for additional or alternative services outside of banking services such as printing?Describe fully. The Bank's standard Account Analysis settlement is typically a monthly or quarterly direct debit; however, the City can settle their account analysis on a semi-annual basis. Excess credit can not be carried forward. The City can monitor their monthly analysis to utilize their excess credit as necessary prior to the semi-annual settlement. 1.12. The City may open additional accounts, or change account types during the agreement period.New accounts and their services shall be charged at the same agreement amount. Unanticipated or new services may be charged at not more than the then-published rates. Agreed. Page 25 Request for Application CHASE City of Round Rock, Texas 2. AUTOMATED INFORMATION: The City requires web-based, automated cash management services and daily balance reporting (inter-day and intra-day) with 45 day retention, for timely access to balance information and transactions. It requires a high degree of automation in all service areas. Imaging of all checks and image retention is required.Imaging of deposit slips and deposit items is preferred. Preferably statements and account analyses may be available in electronic form along with archiving of information. The City does not currently download bank information to City files but desires timely access to downloadable information for possible future downloads to the City's accounting software.Minimum on- line services shall include online balance reporting, stop pays,positive pay,A CH,account transfers, and wire transfers. Daily balance reporting shall include detail on all transactions with summary reporting on closing ledger and collected balances along with one-day float, at a minimum. 2.1. Fully describe the bank's on-line service capabilities and systems, with examples. List system's online capabilities by function(e.g. balance reporting, wires,positive pay, stop pay). Describe any differentiation on transaction and summary account types. For the City of Round Rock, we recommend our online suite of treasury management services, J.P. Morgan ACCESS. J.P. Morgan ACCESS combines powerful Web-based cash management tools to provide the City with a secure reliable single point of access to a wide range of financial transactions and account services including information reporting,the ability to initiate ACH transactions,wire transfers, and stop payments, as well as many other treasury management applications. Whether your cash is in one or multiple accounts,J.P. Morgan ACCESS puts critical cash management information and tools at your fingertips, and the unparalleled experience and backing of Chase at your service. The City can utilize J.P. Morgan ACCESS to make informed cash management decisions. J.P. Morgan ACCESS cash management applications integrate payments, investment, inquiry, and information delivery tools in a seamless online environment. As a leading provider of global electronic banking services, Chase actively invests in technologies and supports strategic products that meet the needs of a diverse client base. J.P. Morgan ACCESS is a key system that is utilized by our customers. J.P. Morgan ACCESS will provide the City with the efficiency of a single"Dashboard"from which authorized users can access the accounts and applications to which they have been entitled using their User ID and password. Page 26 Request for Application CHASE O City of Round Rock,Texas J.P.Morgan ACCESS Dashboard shows the variety of modules available in the menu list in the left J.PMorgan gen ACCESS`. My JPhtcrg-'m ACCESS-Dashboard TamsacAon tiervicrs Wssagco AMwt#Kenrents 11':i;},y rt:n Secfn lt•/3Rn1Ni 1C1:T i',': ,. .,,_- rr:. Inquiry and (,nStoUk1$PtVIC9 Training and Snlrtron i Analytics Figure 3 With an online system like J.P. Morgan ACCESS, the City will have the flexibility of assigning multiple users to the system,while maintaining security features such as dual authorization capability and by-account access restrictions.The City will choose its own Security Administrators (SAs). The SAs will be able to manage the City's users and access.There is no limit to the number of users that can access the application simultaneously. Modular systems like J.P. Morgan ACCESS can be deployed to meet the City's specific treasury needs and can be modified to allow access to multiple products as your needs evolve. You will be able to view timely information, initiate transactions, and make inquiries through one consolidated window.J.P. Morgan ACCESS integrates the various TSS information delivery, investment and transaction services, as well as inquiry tools into a single online portal. J.P. Morgan ACCESS provides the City secure access to the following comprehensive treasury management tools and services: Page 27 • • Request for Application CHASE O City of Round Rock, Texas J.P.Morgan ACCESS Services Reporting Services ■ Cash (including balances, transactions, multi-bank, checks paid, lockbox, controlled disbursement funding) • Disbursement • Funds transfer • Cash concentration o Audit • Search and sort facilities that allow clients to pinpoint transactions and manage data effectively . Export features to facilitate data integration with client accounting and decision-support platforms—data from cash reporting is available for export Custody and investment reporting options Initiation Services ■ ACH • Wire (Chase and multi-bank) Inquiry Services • Check disbursement services (inquiries, stops, revoke stops, photocopies, issues, cancels) To view the features and functionality of J.P. Morgan ACCESS, the City can access an online tour via the Internet at www.ipmorgan.com/visit/accesstour. 2.2. Describe fully the search on historical transactions and reports as well as the retrieval and download historical images. Can the City create customized reports? Search, sort and export technologies allow the City to manage data and build critical decision-support tools. Users can inquire on specific transactions by individual account or by multiple accounts for prior-day, current-day and date range selections.A balance summary facility provides for online viewing of current-day or prior-day balances with drill-down to transaction summary(totals for wires,ACH, etc.)and drill-down to transaction detail. Each level allows for printing and exporting results. Customized reports are available. Additional inquiry facilities are available in the J.P. Morgan ACCESS Check Disbursement Services module, Payables Web Services(PWS). The City can initiate check status inquiries, place stop payment requests and removals, and request photocopies for paid items, all through J.P. Morgan ACCESS. Full reconciliation clients may access manual check issue and cancellation information for account reconciliation accounts. J.P. Morgan ACCESS offers a standard 45 calendar days of account balance and transaction data,with either 90 calendar days or one year stored upon request. Check,deposit ticket and bank statement images are available for seven years via ACCESS' disbursements module, Payables Web Servicessm. All summary and detail transactions viewed through J.P. Morgan ACCESS are downloadable in a variety of formats including CSV, BAI2 and MT940. l Page 28 • • Request for Application CHASE O City of Round Rock, Texas 2.3. Can standard or customized reports draw across or drill down on information from various sources? Describe cross functionality features. J.P. Morgan ACCESS Information Reporting Services i cI � J.P. Morgan ACCESS users will have access to comprehensive information, including current-day, prior-day �, w and historical data for managing daily cash flows. The cash position of accounts held by us and other financial #1 in Information Reporting - Total institutions worldwide in any currency can be viewed in an Accounts, online, secure environment. Prior-day information is Ernst& Young, 2004-2010 provided by 7:00 a.m. CT. #1 in Information J.P. Morgan ACCESS also provides useful information that Reporting —Internet can aid in the design of funding and investment strategies, Accessed Accts,Ernst& Young, 2009-2010 including top-line summaries, detailed transaction records and historical reports for up to 365 days. User entitlements can be managed to control access to accounts and reports. J.P. Morgan ACCESS Cash Balances&Transactions Reporting Module can provide the City with information reporting for Chase and non-Chase accounts worldwide. J.P. Morgan ACCESS Cash Balances&Transactions offers an easy-to-use, Internet-based solution that provides the following: • Fast, reliable, efficient access to information • Prior-day and current-day information, transaction history and cash flow for accounts worldwide A00- • Multi-bank reports on accounts held at other banks • Multi-currency reporting • Scheduling, filtering and export facilities • Data availability and formatting to meet the City's diverse needs Multi-level security ensures the authenticity of all J.P. Morgan ACCESS Information Reporting Users • Cutting-edge filtering and export technologies will enable the City to manage their information reporting data more effectively A variety of filters can be employed to pinpoint desired transactions for enhanced data management. Our system also offers an export feature in a variety of formats that facilitates data integration with your accounting and decision support platforms. Export facilities support several data sources. transaction details, current-day details, balance details, balance summary and corporate transaction details. Export files can be produced in a variety of formats, including comma-separated values (CSV), spreadsheet format and text-formatted files for both predefined and customized reports.The MT 940 export file is also available in standard SWIFT format. J.P. Morgan ACCESS Reports The following J.P. Morgan ACCESS reports are available via the Cash Balance and Transaction home page. The level of detail reported depends on the sending institutions' capabilities. Full balance and detail reporting are supported if provided by the sending institution. Please refer to the Appendices section of the proposal for sample J.P. Morgan ACCESS reports. AWt Page 29 • • Request for Application CHASE O City of Round Rock, Texas Balance and Transaction Reporting Home Page JPMorgan - - J• ^,#x g t i-�- iEat 1 P Mxga,ACctsS ;Cash Balances&Tr3risaanons M pgi Ctlteeia summery 9RArch Run a Repoli if My Slave d"p cru L F,ta stft—,7 tsto Selected Report Type: Account Summary View Please select a report type from the dropdown bit.Available criteria will change depending on selected report type. Crltertafor. Actuunl Smmlmaly V.— Dole($):0 prior Day As Of: IU17t10 0 Date Range From: ® To: If any attquM is entitled with extended transaction history,sou may submit an extended history request but only in 90 Calendar day increments.If the'To'date exceeds 90 days then A will be changed so your request spans only 90 dart. Ylewine Optfon(s): Q West Online Q Page break at Account Amount: From: To: Your Ret: From: To: Transaction Criteria: Credits and Debits Type: " - gAOR-ASSET BASED REGION fi Credits Only ,ACH.AUTOMATED CLEARING MOUSES C Debits only (Ali accounts selected) �® Accounts to Include: Oeseleet All Atcount Filter. @ankc All 'k„{ Currency: A0 Q 1..'usenn... I AEC CGuaalry IJPMORGAN CHASE NEW YORK 02!00002 USD71 Figure A Among the types of reports available through J.P. Morgan ACCESS are: • Account Summary View Report—Provides opening balance, detailed credit and debit activity transactions, and the closing balance for the period specified. • Balance Report—Provides daily balance information, including closing ledger, same-day available balance and total debit and credit amounts. Does not include detail credits/debits. • Balance and Transaction Summary Report—Based on the Balance Report, but includes a one-line summary for each credit and debit with additional lines for associated float. • Balance and Transaction Detail Report—Based on the Balance and Transaction Summary Report, but includes comprehensive transaction information for each credit and debit with additional lines for associated float. • Statement Report by Cumulative Range—Provides a report of the cumulative total of all debits and credits on the balance within a given account including the Opening Ledger Balance, Closing Ledger Balance, and Closing Available Balance for the selected date range. • Statement Report by Location—Provides balance amounts and associated transaction activity for a date or range. Credits are subtotaled by"customer reference,"ideal for deposits that contain your department/location numbers in the serial number field of the deposit ticket. • Wire Advice Report—Provides a comprehensive report containing CHIP, BOOK, FED and SWIFT payments, both incoming and outgoing. Similar to the Funds Transfer"Transaction Detail Report,"but contains all payments posted to the account. • ACH Batch Summary Report—Provides detail information on entered, released and submitted Automated Clearing House transactions. • User Access and Activities Report—Provides detailed access and user information for each authorized J.P. Morgan ACCESS User, Page 30 Request for Application CHASE J City of Round Rock, Texas 2.4. Address the down load capabilities to the City's systems. What information can be formatted and downloaded. Denote any formatting limitations. Our system also offers an export feature in a variety of formats that facilitates data integration with your accounting and decision support platforms. Export facilities support several data sources:transaction details, current-day details, balance details, balance summary, and corporate transaction details. Export files can be produced in a variety of formats, including comma-separated values (CSV), spreadsheet format and text-formatted files for both predefined and customized reports.The MT 940 export file is also available in standard SWIFT format. 2.5. Detail the availability of prior day and intra-day detail and summary reporting.Is intra-day information real-time or delayed?Detail the level of information available on both prior and intra-day reporting. Daily prior-day balance information is available via J.P. Morgan ACCESS by 7:00 a.m. CT. Current-day information is available beginning at 12:01 a.m. CT and is updated throughout the business day for established accounts.The frequency of the current-day information is based on the operating area of the bank. For funds transfer, letters of credit, securities and deposit transactions, information generally is available within 10 minutes of receipt or creation. J.P. Morgan ACCESS provides current and prior-day reporting. Please refer to Appendix 6 for a sample of the reports available through J.P. Morgan ACCESS,which includes descriptions of the level of details included in each report. 2.6. Describe the history retention/archiving features available for images and information. J.P. Morgan ACCESS offers a standard 45 calendar days of account balance and transaction data,with either 90 calendar days or one year stored upon request. Check, deposit ticket and bank statement images are available for seven years via ACCESS' disbursements module, Payables Web Services. 2.7. Describe provisions for off-site backup and continuation of services in disaster situations. Please refer to the Business Resiliency Summary in Appendix 3. 2.8. Describe the security protocol for online services. How is authentication and authorization provided? How and by whom is the administration of the security module established and maintained? Security in J.P. Morgan ACCESS begins with the user setup,which is initiated by two security administrators. One administrator sets up the user and another must approve the setup before it becomes active. Some of the overall security options controlled by the security administrator include: • Account authority—the client account numbers that can be debited may be restricted at the operator level • Transaction amount limit—a maximum dollar amount for each transaction created by the operator • Release amount limit—a maximum dollar amount for each transaction released by the operator • Daily amount limit—a maximum aggregate dollar amount for all transactions created by the operator in a single day • Modification authority—a matrix allowing the restriction of modification authority by transaction type ■ Deletion authority—a matrix allowing the restriction of deletion authority by transaction type Page 31 Request for Application CHASE O City of Round Rock, Texas • Approval authority—a matrix allows the restriction of approval authority by transaction type. Preformat transaction types(created by other operators, created by the same operators,or both or none)are defined independently from unformatted transaction types • Release authority—a matrix allows the restriction of release authority by transaction type. Preformat transaction types(approved by other operators, approved by the same operators, or both or none)are defined independently from unformatted transaction types Users may be added to the system or modified by the security administrator in real time. Technical service representatives work with the City to help you implement security based on the City's internal guidelines. J.P. Morgan ACCESS is designed with a multi-layer security system that protects the privacy and authenticity of users,data and transactions.Access control, user authentication and data protection are employed to maximize security. • Access control—City security administrators access the User Setup Forms administration service module to establish and approve end users of the various J.P. Morgan ACCESS cash management services • User authentication—To log into J.P. Morgan ACCESS, the user's ID and password are validated. Only those products to which the user has been entitled are presented on the home page. Likewise, the user is limited to the accounts to be accessed. • Data protection—Industry-standard 128-bit Secure Sockets Layer(SSL)encryption helps ensure confidential access and delivery of data and transaction facilities • J.P. Morgan ACCESS is deployed with two levels of security: Chase single sign-on (ID and password)—For access to the J.P. Morgan ACCESS platform and product functions that do not involve the initiation of value-bearing transactions Digital signature—Authentication for access to functions involving value-bearing transactions or security activities (e.g.,wires,ACH) requires a SecurID token in addition to user ID and password The Chase Information Technology control policy specifically addresses physical and environmental controls for data-center and non-data-center environments.The policy establishes minimum requirements for the control of physical access to the Chase infrastructure, including computer and network systems and workstations,across all technology platforms. Compliance is audited periodically. In addition, servers are kept up to date with the most recent vendor software levels. J.P. Morgan ACCESS security is configurable based upon various parameters, including many of those mentioned previously. Password and ID govern access to the portal itself.Access to individual functionality is enabled through product-specific entitlements or privileges that are set at the company, user and product levels.Access to accounts is at the account level by user.The ACH Initiation module was recently enhanced with additional separation of duty entitlements allowing clients to optionally require payment process approvals.Your security administrators configure security, product access and functionality. Once these entitlements are amended, activation depends on the specific change. Most changes are activated within 24 to 72 hours. 2.9. What are the hours of available technical support?How is support provided? The City's primary point of contact for customer service related issues is your assigned CSP, Valerie Hill, in Austin. Page 32 • 0 Request for Application CHASE 10 City of Round Rock, Texas If the City has technical needs related to J.P. Morgan ACCESS after business hours, our main technical support line is our Technical Solutions Group.TSG Agents are available globally to assist you with your J.P. Morgan ACCESS inquiries Monday through Friday 8:00 a.m. ET through 8:00 p.m. ET.The J.P. Morgan ACCESS Client Service Group telephone number is 1-866-872-3321. 2.10, Submit samples of major screens and reports available or provide a website and sign-on information for an on-line review of all the City functions, if available. If not available, submit screen prints. Many of our J.P. Morgan ACCESS screen shots and reports are placed throughout this response and within relevant sections. Please refer to Appendix 6 for a sample of all reports available through J.P. Morgan ACCESS. Web site for online review www.ipmor-gan.com/visit/accesstour 3. STANDARD DEPOSIT SERVICES:Standard commercial deposit services are required. No deposited checks are encoded. Coins are not rolled and may be in partially filled bags. Currency is not strapped. On average the City makes an average 186 deposits per month in ten bags by courier. Deposits are batched with tapes attached. The City primarily arses vault services for deposits. The City expects all deposited checks to clear based on the bank's current published availability schedule, but, any expedited availability options shall be noted in the response.All cleared deposits received by the bank's established deadline shall be processed for same day credit. The bank shall guarantee immediate credit on all incoming wires, ACH transactions, on-ars items, and U.S. government AWK security maturities and coupon payments. Failure to credit City accounts in a timely fashion may require interest payment reimbursement to the City at the then-current daily Fed Funds rate. Please refer to Appendix 2 for a copy of our proposed availability schedule. All cleared deposits received by the cutoff will receive same day credit. All incoming wires,ACH transactions, on-us items, and U.S. government security maturities and coupon payments will be granted same day availability and be considered"available for investment." We agree to credit City accounts in a timely fashion. If City accounts are not credited in a timely fashion, we agree to reimburse the City at the then-current daily Fed Funds rate. 3.1. What is the bank's daily cut-off time to assure some day ledger and,pending availability, collected credit at banking center or branch and vault? All deposits received by following cutoff times will be given same day ledger credit: • Branch deposits—Cutoff times for deposits received at branches differ by location. Local branch management will inform your local representative of all cutoff times during the initial set up of your depository business. Please refer to Appendix 7 for a list of branch locations available to the City. • Vault—8:00 p.m. at the Austin vault • Remote Deposit Capture (IDD) U 6:00 p.m. CT for items cleared via ACH • 9:00 p.m. CT for items cleared via Image Exchange. AVI- Page 33 • • Request for Application CHAr,SE O City of Round Rock, Texas 3.2. Must deposits of any kind be made to a vault? Where is the closest vault located? Our local banking centers will not accept deposits of more than $10,000 daily, so any deposits above that threshold should be deposited at our Austin vault. For security reasons, Chase does not provide specific address information in proposals. 3.3. Does the bank provide for location tracking on deposits? Yes, as described previously in our response,the City can use Unique Location IDs(ULIDs)for each department.This allows the City to track deposits by location. 3.4. is deposit reconciliation available?Describe the process and options. Yes, Deposit Reconciliation provides the City with a listing of all deposits identified by department/location number, as well as miscellaneous debit/credit deposit adjustments on a hard copy report. Reports can be sorted by account and department/location.This allows deposits from multiple locations to be made into a single account. Deposit slips are preprinted with a Unique Location ID (ULID)for each department/location, and deposit history information is sorted by account and ULID. 3.5. Does the bank require or prefer strapping and rolling?What are the cost options/benefitstrequirements for separating cash and checks? Chase does not require strapping and rolling of coin and currency; however,we do provide price incentives based on how the deposit is prepared. During the implementation process, Chase provides its clients with a Cash Services Product Guide that clearly illustrates the most advantageous manner in which deposits may be prepared. Clients who make high-quality, properly prepared deposits will receive the most advantageous deposit processing pricing. 3.6. is there any limit to the number of deposits in one bag?Are these separate advices? We prefer that deposit bags contain only one deposit ticket for tracking and control purposes. 3.7. When are creditldebit advices sent to the City? What delivery options are available for advices? (Preference may be given to electronic delivery.)Are images of originals created and maintained on each advice? All Deposit Methods: Branch, Electronic Check, Paper Check, and Vault The standard delivery method for cash adjustment advices is the U.S. Postal Service.Adjustment advices are mailed within one business day of verification.The advice is mailed to the address listed on the deposit ticket. The department number can be included on the adjustment advice. We are not able to mail an adjustment advice to an alternate address, nor are we able to send copies to multiple addresses. The adjustment will also post to electronic information reporting and the bank statement as a deposit credit or debit adjustment with the dollar amount and department number. In addition, some deposit methods offer additional services. Electronic Check Deposits via Remote Deposit An image quality failure document is printed if image quality does not meet acceptable standards and is mailed to you. You may then either deposit the original item or rescan and resubmit another image.We can mail the image quality failure document to the same address as the statement or to an alternate address. Remote deposit clients will be notified by your Client Service Professional. Page 34 • • Request for Application CHASE O City of Round Rock, Texas Vault Deposits The vault also offers the following notification options to supplement the paper advice: • E-mail—next-day notification for all deposits and adjustments processed during the prior processing day • Fax—next-day notification for all deposits and adjustments processed during the prior processing day • Phone—notification by noon the following day for all adjustments greater than$100 • Receipt Mailer—mailed next-day for all deposits, adjustments and change orders processed during the prior processing day The adjustment will also post to electronic information reporting and the bank statement as a cash credit or debit adjustment with the dollar amount,department,original deposit amount, original deposit date, processing vault ID and an adjustment reason. 3.8. Does the bank have any program to actively assist the City is collection through ACH for vendors or ongoing repetitive citizen payments? Chase offers an ACH consolidation service called ACH Receiver Services that can assist the City with collection of payments via ACH. "eo ��;iII'y'��lr�ACH Receiver Services (Electronic Lockbox) is an I,electronic consolidation product. Payments are made by other parties–consumers, corporate and government– J. P. Morgan offers Lckbox to the City,who is the Biller.These bill payments are Consolidation from more than consolidated and remitted to the Biller as a lump sum 70 providers,including credit to their DDA at opening of bank business, along Checkfree, Metavante, with the information. Paytrust, MasterCard RPPS, Visa ePay and PEC.This The consolidation of payments and payment information enables our clients to further is driven from several sources, which are becoming streamline their accounts quite prevalent in the ACH product arena: receivable updating process. • Consumer online banking—Nearly 10% of Americans are making online banking payments, and this number continues to increase • Corporate payments—More and more corporate payments including checks and check remittances are being converted to ACH and are making payments to our clients,which may also be consolidated via ACH e-Lockbox • Government Payments—Government allotments and other payments may be consolidated via ACH e-Lockbox Chase is the largest consolidator of ACH payments and remittance data in the U.S.J.P. Morgan works with each client for the most advantageous and least costly solution to perform the following: • Edit or validate incoming payments • Direct payments in aggregate to the e-Lockbox consolidation stream • Create a format that is commensurate with client legacy(e.g., SAP, PeopleSoft, Oracle, etc) system • Consolidate payments within other Chase product sets Page 35 • • Request for Application CHASE O City of Round Rock, Texas 3.9. Do daily online reports include activity by account and location?Are all deposits designated by location and tracked as such through the reporting? Yes,J.P. Morgan ACCESS reports include all activity by account. If the City uses deposit tickets with the proper location ID in the MICR line, the location number will be included on your J.P. Morgan ACCESS reports.Vault deposits and orders, remote deposits, adjustments and returned items will include location IN if requested. Through the J.P. Morgan ACCESS Cash Balance and Transaction Reporting module, the report below is available throughout the month.At month-end, all prior-day information is updated and can be exported in a variety of formats by the next business day. Statement Report by Location—Provides balance amounts and associated transaction activity for a date or range. Credits are subtotaled by"customer reference,"ideal for deposits that contain your store location numbers in the serial number field of the deposit ticket. 3.10. How does the bank handle discrepancies in deposit amounts? What dollar limits are used for decisioning? What settlement process is followed? All discrepancies are identified.We internally manage adjustments below a predetermined sundry amount without posting the corrected entries(and related fees)to your account. Our standard practice is to credit you for the dollar amount reflected on the deposit ticket or in the electronic file. If an adjustment is warranted once the deposit is verified, the adjustment amount will then be posted to your account. We internally write-off discrepancies below the following amounts: • Branch deposits—all cash discrepancies are posted to your account of 011, ■ Check deposits Image Deposit Direct®(IDD)—no discrepancies allowed, requires balanced deposit before file can be transmitted to Chase Paper unencoded checks—discrepancies less than $10.00 are written off Paper pre-encoded checks—discrepancies less than$50.00 are written off ■ Vault deposits—all cash discrepancies less than $2.00 are written off 3.11. How and when does notification of return items take place?Describe process. Chase maintains a comprehensive database that details your return item handling instructions. During the check clearing process, deposited checks may be returned by the paying bank for a number of reasons, including non-sufficient funds(NSF), uncollected funds,stop payment, account closed, etc. Most returned items are routed through the Federal Reserve System to our regional return processing areas. After processing your return items per your handling instructions, the returns system will generate a debit to your designated demand deposit account(DDA).The actual return items are matched to a return item advice and mailed to you via First Class U.S. mail to the DDA statement address. The return advice lists the dollar amount and the reason for return for each item. Items being redeposited are assigned availability and re-entered into the clearing system. Typically, redeposits are not posted to your DDA nor do they appear on the return item advice, but we can report information on redeposited items to you. Chase can provide a variety of optional services for handling return items to meet your needs. During your account implementation process,we will help you set up the solutions that will best meet your needs in managing returned checks. Page 36 • Request for Application CHASE O City of Round Rock, Texas A sample has been provided below(this is also an example of single item advice): Sample Return Item Advice irmozg"Chase Bank, N.A. gar i r r s I nt�u r NJ ,y l3 ttt ,- .. .ir+,. .,:.'—C[e...s _ :: *P NFASON SE4 ! ITEM AMOUNT Y, z7A 7E CA t I Figure 5 _ 3.12. What type deposit bags are used or required?Are these available from the bank? Our required deposit bag is a tamper-evident, two-pouch"cash and check"plastic security bag, with one pouch being resealable and the other tamper-evident. One side of the bag must be clear to verify the contents,and the bag number must be bar-coded on the outside of the bag. We also require that you use disposable plastic coin bags for coin deposits greater than$10. Chase provides its clients with access to our own deposit bag vendor at preferred client prices. We have implemented a full-service program for ordering, billing and drop-shipping deposit bags to client locations. Bags may be ordered online at www.chasebags.com or by calling the vendor directly at 866-458-BAGS (866-458-2247)from 7:00 a.m.to 6:00 p.m. CT. Additionally,your Client Service Professional can assist you if you have any questions. We do not require clients to use the bank's bags. If clients choose to provide their own bags,our deposit bag specifications and standards of security, strength and durability must be met. 3.13. How much advance notice is required on coin and currency orders?Can orders be placed on line? What is the turn-around time on orders? Chase offers automated coin and currency ordering services (change order services). You may request change orders as the need for coin and currency arises or establish a standing order via the telephone using our voice response unit(VRU)or through the Internet.These options are available through all of our vaults and branch network. As-needed change orders can be setup 24 hours a day, seven days a week and up to six months in advance of the requested delivery date. We guarantee that orders placed prior to 1:00 p.m. local time will be available for armored carrier pickup by the end of the business day in the vaults or ready for pickup the following morning at the specified branch. 3.14. Describe any program available for immediate credit on coinJcurrency such as a smart safe. SmartSafe Chase, in conjunction with one of our approved armored carriers, can equip the City with on-site safes—SmartSafes. These"smart"safes enable the City to keep internal controls in place in terms of the initial receipt of cash, up front logging and tracking, etc.They also enable cash Page 37 • o Request for Application CHASE City of Round Rock, Texas deposits to be counted and electronically communicated to our bank for expedited deposit ahead of pickup by an armored carrier. Like our remote deposit options for checks,this product will minimize any change in process for the City while improving availability of funds and ensuring that these funds are delivered safely to the bank for deposit. More information on this service is provided in Appendix 8. 3.95. Include a list of all the bank's deposit locations within the City's limits(excluding ATM deposits). Please refer to Appendix 7 for a list of banking centers available for the City's deposits. 3.96. Price and report the total fees which would apply to the following sample deposit outlined below i.e., the total cost of the deposit handling would be:$ 84.69 . (This does not reflect a normal City deposit and is used for cost comparison purposes only.) SAMPLE DEPOSIT: The sample deposit would be made(a)in four(4)tamper-proof deposit bags, (b)with strapped where possible as shown below, (c)with coins that are not rolled, (d)with tapes attached to bundled but not endorsed checks. The breakdown on the deposit is: Currency Denom. #Straps Loose$ Total$ $ 100 5 $ 300 $ 20,300 $ 50 6 $ 600 $ 15,600 $ 20 4 $ 340 $ 4,340 $ 10 9 $ 70 $ 4,570 $ 5 22 $ 175 $ 5,675 $ 1 50 $ 14 $ 2,514 $ 52.999 Coins $ .25 $ 427 $ .10 $ 114 $ .05 $ 10 $ .01 $ 2 $ 553 Checks 280 checks $ 140,252 $ 140.242 ?otal Deposit $ 193.794 Bank Fees via Vault Deposit Scenario: Description Number of Units Unit Price Charge for Service Deposit 4 $ 1.00 $4.00 Std. Notes 4750 $0.013 $61.75 Non Std Notes 88 $0.013 $ 1.14 Page 38 • i Request for Application CHASE J City of Round Rock, Texas Partial/Mixed Bag 1 $ 1.00 $ 1.00 On Us 28 $ 0.06 $ 1.68 Transit 252 $ 0.06 $15.12 Total: $84.69 4. REMOTE DEPOSIT SERVICES: The City currently uses remote deposit for utility payments which are deposited into the operating account through one high volume Digital Check TF41-20 scanner. The City processes an average of 9,800 checks a month. The City plans to continue its use and possibly expand its use in another location. Checks may continue to be deposited at the utility Office and the City may add other remote locations during the agreement period.A web-based system is required. 4.1. Describe the bank's remote capture services. Describe equipment needs, capabilities,and limitations. We are recommending Image Deposit Direct(IDD)for the City's remote deposit needs. IDD provides end-to-end hardware and software that will enable you to deposit checks from any location at any time, eliminating the need to bring checks to a bank location.Our technology enables you to scan your checks for deposit, securely store the images at a web-accessible archive, convert consumer checks into ACH transactions and submit the images to Chase for deposit. IDD is a web-based solution that requires a desktop check scanner and a computer.All of the deposit activity can be accessed using our reporting capabilities, available on-screen and via download. Remote Deposit Capture solutions enable the City to: • Deposit items from anywhere in the United States,with the flexibility of scanning any time day or night ■ Deposit checks from various locations into one account • Reduce costs and risks associated with the physical transportation of check items (i.e.,trips to the branch, courier services) • Consolidate multiple regional depository bank relationships into a single account at Chase and reduce deposit, sweeps and wire transfer expenses • Improve funds availability compared to traditional paper deposits • Streamline your accounts receivable process • Provide extensive information reports and transaction detail online Image Deposit Direct(IDD)is implemented with the assistance of our experienced IDD operations team and includes a one-hour training session. RDM is our vendor partner for the client software.The Epson scanner is used to scan checks. Here is a detailed overview of how the IDD solution works: 1 Page 39 0 • Request for Application CHASE O City of Round Rock, Texas D. Workflow 3 1: 2 2 2 2 2 Figure 6 Depositors can scan images of checks and transmit them electronically to Chase for clearing.All transmissions are conducted through secure HTTP protocols employing 128-bit encryption. The check images are maintained in an archive for online access. Checks already scanned for deposit in the last 14 days are identified at scan time. The user can remove the suspected duplicate check from the deposit or choose to continue to deposit it. Same-day ledger credit is provided for checks received by the deadline, 6:00 p.m. CT for items cleared via ACH and 9:00 p.m. CT for items cleared via Image Exchange. Image Deposit Direct accepts checks drawn 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. Check images are typically available at the image archive immediately after a deposit is submitted.Chase maintains Image Deposit Direct images in our online repository for 25 months. Image Deposit Direct maintains detailed deposit history reports that can be easily downloaded for import into your ERP accounting system. Using a variety of collection methods such as remote deposit, lockbox and cash vault, our solutions allow the City to maintain full control over processing operations. 4.2. Discuss any additional virtual collection services offered for the capture of both the check and remittance document. Image Deposit Direct is a full-featured remote deposit capture platform that offers coupon scanning, remittance data keying and ACH settlement for eligible items. Page 40 Request for Application CHASE City of Round Rock, Texas 4.3. What is the final deposit cut-off time with remote? Same-day ledger credit is provided for checks received by the deadline, 6:00 p.m. CT for items cleared via ACH and 9:00 p.m. CT for items cleared via Image Exchange. 4.4. Are there any limitations on batch size or number of transmissions per day? There are no limits to the number of deposits per day. Checks are scanned in batches. Users may create multiple batches throughout the day.At the deposit deadline, batches will be aggregated into a single deposit for each location (i.e., one credit will be posted on bank reports and client statements).There is a Deposits Credited by Batch option available to see credits posted by batch if this is preferable over an aggregated line item (i.e., a credit will be posted on bank reports and client statements for each batch deposited). 4.5. if a check is accepted and subsequently returned by the bank NSF, define the process. What obligationslliabilities does the City have? The bank?How will collection be made? J.P. Morgan maintains a comprehensive database that details your return item handling instructions. During the check clearing process, deposited checks may be returned by the paying bank for a number of reasons, including non-sufficient funds (NSF), uncollected funds, stop payment, account closed, etc. Most returned items are routed through the Federal Reserve System to our regional return processing areas. After processing your return items per your handling instructions,the returns system will generate a debit to your designated demand deposit account (DDA).The actual return items are matched to a return item advice and mailed to you via First Class U.S. mail to the DDA statement address or an address you specify. The return advice lists the dollar amount and the reason for return,for each item can provide a variety of optional services for handling return items to meet your needs. During your account implementation process,we will help you set up the solutions that will best meet your needs in managing returned checks. 4.6. What options does the City have in scanners for use with the process in various volume locations? Is this equipment available through the agreement:purchase or rental?List the equipment required. Our preferred scanners, at this time, are Epson's CaptureOne product line. Chase typically deploys the Epson CaptureOne 60/100, but supports a variety of other scanners including the RDM single feed scanner and Panini My Vision X scanners. These scanners capture the front and back of checks—a requirement of Check 21 Legislation. The City may acquire supported scanners from other sources. Chase offers and supports Panini, Epson and RDM scanners. Clients with Digital Check scanners can use them on the Image Deposit Direct Product, but Chase does not provide troubleshooting support for them and cannot guarantee long-term compatibility. Scanners are available to purchase not lease. Costs for the equipment are included in Tab 6, Attachment B. Page 41 0 • Request for Application CHASE City of Round Rock, Texas 5. STANDARD DISBURSING SERVICES: Standard disbursing services for all accounts are required to include the payment of all City payroll checks without charge upon presentation. The City's current account structure is described above in the Financial Overview Section. The City does currently utilize positive pay services on four accounts and may require it for all check writing accounts under the proposed agreement. Payroll is paid semi-monthly and averages S 2.9 million a month. The City utilizes direct deposit for payroll for 95%employees. The City also intends to move toward more vendor payments by ACH. 5.1. When is daily check clearing information available online through intra-day reporting?Now long are transaction details maintained online? Images are available the day a check is presented for payment online with 180 days of paid history and for seven to 10 years thereafter. 5.2. Does the bank image a//checks? Yes, Chase images all checks processed. We offer paid item images in different media depending on your image strategy. CD-ROMs can be provided; however,for the City,we recommend our online archive service, Payables Web Services(PWS) Check Image Service, described in the sub-section. Payables Web Services (PWS)Check Image Service Check images will be available to the City online through PWS Check Image Service. PWS is the account reconciliation module of J.P. Morgan ACCESS, our online suite of treasury management services.This browser-based solution enables the City to retrieve check images for all applicable accounts without waiting for a photocopy or CD-ROM to arrive. Images are available the day a check is presented for payment online with 180 days of paid history and for seven to 10 years thereafter. Users can enter various search criteria and cut and paste paid check images.The solution also offers a number of viewing functions (i.e., front and back,zoom, etc.). PWS is more efficient than the physical storage of paper or even CD-ROMs, especially when the time comes to retrieve your valued information. If required, CD-ROMs can be supplied five business days after the City's specified cutoff. With PWS, your retrieval time is measured in seconds and minutes, compared with hours or even days for physical retrieval. In addition, the quality of the reproduced image is extremely clear. Page 42 • • Request for Application CHASE O City of Round Rock, Texas PWS gives customers access to their check images and more. .} ChOA> , i rr *-0009530*- 930&000083 500*- 1000031.33981 ft V'Rn-Psi t LAwgspa-RPC)UP lmwr D8 34 $ 1. Q1D020i0!Sd�1�O2�PO�a t $ air Figure 7 Users can access paid check images online for accounts to which they have the appropriate entitlements.The City will be able to initiate a search using the account number, check number, paid date,dollar value, payee name, or search fields customized by the City, such as general ledger number, or vendor number. Search results are displayed on the screen and allow the user to select an individual item and view the corresponding image. Check images are available the day the check is presented. Images are stored and available for online retrieval for a standard period of seven years. 5.3. The City requires that the bank shall cash free of charge all payroll checks for City employees regardless of the individual's account status with the bank. Confirm agreement with this condition. Chase understands and agrees with this condition. 5.4. Describe any payment consolidation services available. What data transfer options are available for payment consolidation systems? As mentioned in the Standard Deposit Services section,we offer ACH Receiver Services (el_ockbox). ACH Receiver Services consolidates all payments into one single accounts receivable file. Daily remittance files can be routed directly to the City so you will quickly and easily identify the paying party. An overview of our File Management Services requirements can be found in Appendix 9. Page 43 • • Request for Application CHASE City of Round Rock, Texas 6. ACCOUNT RECONCILIATION AND POSITIVE PAY: The City requires positive pay services with complete indemnification for fraudulent checks on check-writing accounts. Payee verification is desired but not required. Currently,positive pay is used on four accounts. The response shall provide a fully automated, web compatible transmission process for positive pay. Transmissions may be made as part of each check run.Manual check information shall, when necessary, be input online. The City has two partial(Controlled Disbursement and Payroll) and two full(Health and Utility) reconciliation accounts. As part of a complete range of disbursement services available through Payables Web Services (PWS), Chase offers Internet-based Positive Pay Services and Payee Name Verification Positive Pay Services to the City. We strongly recommend our positive pay services to protect against check fraud. Every depositor has an obligation to take reasonable steps to prevent fraud on its accounts. For that reason, Chase offers customers a"Positive Pay"service, which allows customers to notify Chase of certain information regarding issued checks for comparison with checks presented to Chase for payment. Under applicable provisions of the Uniform Commercial Code, courts will assess liability for losses between the bank and bank customer based on the degree to which each party's failure to exercise ordinary care contributed to the loss. Chase believes that ordinary care requires customers to use positive pay to help prevent third party fraud on their accounts. We have included samples of our standard account terms, as well as a sample Positive Pay service agreement in Appendix 4. We also recommend our account reconciliation services and state-of-the-art image services to streamline your reconcilement and check inquiry functions. The Payables Web Services(PWS)Positive Pay Exception Processing module will allow the City to send positive pay issue files via the Internet. Chase's Internet delivery channel provides a foundation for secure, automated and traceable communications between Chase and the City using standard browser software. The PWS Recon Input module has the flexibility to support the import of issue/cancel files in either CSV, Fixed-Text or XML formats. Additionally, PWS will enable the City to use the Internet to review digital images of all exception items and instruct Chase to pay or return each item from a single screen. 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. E-mail notification offers a convenient way to know when exceptions are available for review. Page 44 • • Request for Application CHASE O City of Round Rock, Texas The City can view images of positive pay exception checks before authorizing payment. J P.Morgan PosPay,lxceptton Item Declflon lofty Home Sec Adm1n tngulry Stops Photos Date Dovrnloed Racon Input rCh,,k Print XYZ COMPANY 1005 Total: 20 NOT N1110CMADLE-00 NOT CASHI —MAI H ST. - Submitted: 5 ,4F -W 70RK.NQw VORK SAMPLE VOID n...J,sL01�lIallin— In Process: 10 r.�w.+�.�`Ts.O.M..r Rlwp 1/1a.e� •. _.._ Pending: 5 _ T�m.La3ta.ds•a D.Ilars a.d F7—CG . _ _ _ _ ._ _ma+.+ tdsT. Sub.By Me: 3 VjnMergars - _ Front/Back I +OOSODSr r021309379i:6p 12 F2S45s' F000002000 SJ Zoom Chkt:2006 Acctt:0630001 1 1 1 1 $^Mt:110.45 Payee Una I- P : Payee Line 2- comments. Items Per Page: 10 Denotes default reason where applicable Print Images. I Submit Decisions I t 0000011111 9006 118,45 linimW I Rt— ' r r 9 06300011111 2007 376.50 11711!2009 f??Y„1 Rswen I r r Figure 8 In addition to our positive pay protections, Chase offers the following services to protect the City's accounts against fraudulent and unauthorized transactions: • Payee Name Verification—Chase was one of the first banks to offer this technology to detect payee fraud through payee verification. This enhancement to positive pay digitally interrogates up to 100 characters of payee names. Payee Verification clients are first matched in positive pay. After it passes that process, it continues to payee validation processing. Payee Verification looks at the items with digital interrogation,where it matches the payee name on the issue file to the check presented. Those items that do not match are sent to our operators to manually review and accept or reject/send to the client for final decision.These exceptions are incorporated with Payables Web Services and include check images for your review and decision. • Teller line Positive Pay—This service provides protection before encashment at the teller line in all Chase branches nationwide. Chase now offers payee name protection at the teller line in all of our branches nationwide. • Post No Checks—This account restriction will block paper/check transactions drawn on that specific account from posting to your depository or electronic-only payment account(s). • ACH Debit Block—This service protects against unauthorized ACH debit transactions from posting to your accounts; provides a means of returning unauthorized ACH debits in a timely manner; helps reduce efforts in reconciling and investigating debit transactions. • ACH Transaction Review—An enhancement to Chase's ACH debit block service and can be used in conjunction with this service. This new ACH fraud protection service allows the City to use an online interface to set filter criteria, view items that do not meet filter criteria, and make pay or return decisions on these reported ACH exceptions. Page 46 • • Request for Application CHASE O City of Round Rock, Texas 6.1. Describe data transmission file and timing requirements for check registers.Are transmissions charged by file and by detail item? Please refer to the Chase's"Host-to-Host Connectivity Overview"which outlines the supported transmission protocols in more detail. See Appendix 9 for this guide. 6.2. is positive pay input for manual checks available on-line? Yes, manual checks can be input online via Payables Web Service. When using our Positive Pay service, check issues and voids can be submitted to Chase by: • Electronic file transmission using any of a variety of available connectivity protocols • Manual entry through J.P. Morgan ACCESS Payables Web Service • File upload via Payables Web Service PWS gives customers access to their check images and mol ,re. J P,Morgan ARPilssue Manual Entry Home Sec Admin Inquiry Staps Photos Data Download Recon Input Check Print Ret Account*F06300022222 ARP Pos Pay _ Transaction Totals Tran Type* Date* VIII III 1�+�1 (Issue 0cancel 1 �/27/2011 ) Issues 1 100.00 Cancel(s) 1 0 0.00 Check No.*_ $Amount* Grand Total 1 100.00 Payee Line It Payee 2 _ _. *Indicates required values Additional Data _ Add Clear NOTE:Payee Une(s)required for Payee Verification Service.Payee lines must be entered in Payee Line fields as they appear on :hacks. SubmitI Print i & Account Ch—k- Amoont Dote Type Payee AddlUutial Alter"a teNo. Name Data Actioll i i Figure 9 6.3. Is exception reporting and handling managed totally online? Payables Web Services(PWS) provides,via"PUSH"technology, a daily Positive Pay e-mail notification that indicates accounts with exception items (or discrepancies)that day or"no items today,"providing more complete reporting to the City. If there are exception items to view, the authorized City user can log in to the J.P. Morgan ACCESS portal to review the list.Once logged in via PWS, authorized users can click on the check number of each item to view images of the front and back of the check, select the pay or return button for each item (or select the pay all or return all button), and submit the decision to the bank. Page 46 • • Request for Application CHASE O City of Round Rock, Texas 6.4. At what specific time is positive pay exception information reported to the City?Is e-mail notification available or must the City take an action to check for exceptions? Notification is sent by 10:00 a.m. CT for accounts with MICR-only verification exceptions and 11:00 a.m. CT for accounts with Payee Name verification, and includes a link to the J.P. Morgan ACCESS logon screen. 6.5. At what specific time is the response required for City exception elections? The City has until 4:00 p.m. CT to notify the bank of your Pay/No Pay decisions. If no response is received by 3:00 p.m. CT,we will send out a reminder e-mail notification indicating that the bank is awaiting a final payment decision.Any Positive Pay exception item that is still awaiting a payment disposition by 4:00 p.m. CT will be returned "unpaid"by default. Yes, images of the front and back of the check are available. 6.6. Describe your payee verification process. Payee Name Verification—Chase was one of the first banks to offer this technology to detect payee fraud through payee verification. This enhancement to positive pay digitally interrogates up to 100 characters of payee names. Payee Verification clients are first matched in positive pay. After it passes that process, it continues to payee validation processing. Payee Verification looks at the items with digital interrogation,where it matches the payee name on the issue file to the check presented. Those items that do not match are sent to our operators to manually review and accept or reject/send to the client for final decision.These exceptions are incorporated with Payables Web Services and include check images for your review and decision. 6.7. Does the bank review exceptions errors for possible repair before creating a City exception item? Describe process. AWK Chase reviews(scrubs)the Paid No Issues (PNIs)to help ensure there are no dollar amount or check number misencodes. 6.8. Are all checks, including those received over-the-counter by the tellers, verified against the positive pay file before processing?How often is teller information updated?If not verified, what are the process,liability, and security on OTC transactions? We will verify all items issued against the positive pay file submitted by the City. Chase will process the daily checks paid information against the City's input file and generate an exception report identifying all items that are either paid without issue on file or do not match the issue file information. Teller Line Positive Pay Chase offers to the City our Teller Line Positive Pay. Teller Line Positive Pay is the strongest defense available to prevent check fraud.Within one hour of receipt of the City's issue file, we will update our teller line systems.When a check is presented for payment at a Chase teller window, the teller system determines the validity of the check issue prior to payment. Items not found as matching open entries on the issue file will be denied encashment. 6.9. Are positive pay services provided without charge when provided in tandem with reconciliation services? Describe alternatives and pricing structures available. Chase does not charge for Positive Pay Maintenance if reconciliation is utilized. 6.10. What are the available default dispositions for payment or return?(pay, hold, do not pay) Generally, our default disposition is to return exceptions presented for decision if we do not receive a response. Page 47 • • Request for Application CHASE O City of Round Rock, Texas With Payables Web Services,you set the default disposition (for each exception type)during initial setup. In the absence of any client decision,we will accept the client defaults. 6.11. Describe your partial and full reconciliation services. Specify data transmission requirements. Chase offers a complete range of account reconciliation services.All ARP services are optional and are designed to enhance reconciliation efficiencies. These services are described in further detail below. Deposit Reconciliation Deposit Reconciliation provides the City with a listing of all deposits identified by department/location number as well as miscellaneous debiticredit deposit adjustments on a hard copy report. Reports can be sorted by account and department/location. This allows deposits from multiple locations to be made into a single account. Deposit slips are preprinted with a Unique Location ID (ULID)for each department/location,and deposit history information is sorted by account and ULID. Partial Reconciliation Partial Reconciliation provides the City with a detailed listing of checks paid against a disbursement account over a period of time defined by the City.We also detail 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. Full Reconciliation Chase offers 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. This data can be supplied in a file transmission, an upload to Payables Web Services(PWS), or by manual key entry into PWS, as warranted by the check activity in each account.With check issued data,Chase will perform a full reconciliation of activity in the account creating a Reconciliation Report Package for the City. The Standard Full Reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. Page 48 • • Request for Application CHASE O City of Round Rock, Texas The City can receive Account Reconciliation'Reports via the Internet J.YMvrpin 1M[�u111�weU _��ltvawt lisCAdgllw /mWn f RMiw• j;W_kwwl0Q;can/wpuit tllftkMNM ..�•innorto�t . 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T Stl•d Aq�f _.,Uwrt{ett Ap I oswwtwA fNectrd ° OwwMwN ..j Figure 10 � Payables Web Service (PWS) The City's Full, Partial, and/or Deposit Reconciliation package will be available online via Payables Web Service (PWS), our internet-based reconciliation product,within five business days after the close of a cutoff cycle. Data Download The Data Download feature offers another alternative available to the City through PWS.The City can use this information to reconcile your accounts or perform extensive research on your activity. Data Download features include: • Data Download is a service enabling clients to download disbursement transaction detail information in a Comma Separated Value(CSV)or Quickbook format file(QBO). • Transactions available for ARP accounts include outstanding and cancelled check status transactions along with paid, stop payment and return transactions. • Non-ARP accounts will only have paid,stop payment and return transactions. Filters include account number, transaction status category, date paid, effective date. • Users choose the filter options and submit their request. The request is tracked and fulfilled within your own PWS Inbox. • The following transaction types are available for download: All Item Download Debits Page 49 • • Request for Application CHASE10 City of Round Rock, Texas A Credits Paid Check Returns N Stops Additionally, you can modify the results of your data download by applying transaction type, date ranges and account filters. Data transmission requirements are included in Appendix 9. 7. FUNDS TRANSFER AND WIRE SERVICES: The City currently has an average of 20 outgoing and 13 incoming wires each month along with 15 book transfers. The City has 42 repetitive templates in place. Incoming wire transfers shall receive immediate same day collected credit. Wire initiation shall be available online and online monitoring is preferred. The City requires that wires be released the same business day if information is provided by the established deadline. The City may require compensation for delays caused by the bank at that day's Fed Funds rate. Incoming wire transfers will receive immediate same day collected funds credit.The City will have the ability to initiate wire transfers online with J.P. Morgan ACCESS Funds Transfer Initiation and Reporting module.Wires will be released the same business day if information is provided by the cutoff. 7.1. Can all wire and transfer transactions be initiated online?Monitored online? With Funds Transfer Initiation and Reporting Module of J.P. Morgan ACCESS, the City can enjoy the flexibility of payment initiation via the Internet with confidence that our multi-layer security system will protect the privacy and authenticity of your users,data and transactions.The City will maintain local control over user access to functions and accounts using J.P. Morgan ACCESS maintenance features. With the Funds Transfer Initiation& Reporting of J.P. Morgan ACCESS, the City can: • Send payments using predefined (repetitive)and free-form formats for accounts at Chase and other financial institutions • Enter book transfer, fed wire, CHIPS and multi-bank payment instructions and drawdowns through a single screen • Initiate transfers up to 15 business days prior to the effective date with Future-Date capability • Import transactions from your accounting systems using the Wire Import Facility that supports comma-delimited files for streamlined integration • Create check and draft payments • Generate drawdown transactions against pre-established accounts Page 60 Request for Application CHASE O City of Round Rock,Texas ANW J.P.Morgan ACCESS makes wire transfers simple. DaJt�card _ca'6a,Y I Haar I Ezil JTMorgan iPMargan ACCESS" ;Funds Transfer Initiation Transactions Choose a transaction from the summary table below and/or select a button above to begin.Display transactions that meet specific criteria by changing the filter.You may also change to another view by selecting from the Transactions dropdown list. �Jeth... Line��arlle Value Da Account Curren... Aniount Ultinlate Dene status 581241 AN`MOMMY 4/12/2007 395339333 423,236.00 BAN ING pproxdd BANK"{HUNGA 581243 FED DAILY WIRE 4/12/20071123-4S6789 USD 685,277.12 ABC SUPPLIER COMPANY Entered PMORGAN CHASE 581244 BAN MONTHLY EUR 4!1312007 13700016134556 EUR 8,775.00 BAN ING Released ING BANK(HUNGA 581250 G1R 4/13/2007 987654321 PY 1,34S,4S0 FUIIDEMO COMPANY Entered PMORGAN 3APAN 581251 FKW 4/16/2007 999.654321 CAD 734,340.66 NATIONAL PARTNERS LLC.Released PMORGAN CANAC 561252 ATR 4/16/2007 6743191234 HKD ,565,439.00 Entered 581272 FED 4/16/2007 123.456789 USD 62,343.33 ACME ANVIL PARTNERS Entered PARTNERBANK 581273 FED DAILY WIRE 4/16/2007 123.456789 USD 456.00 ABC SUPPLIER COMPANY Released IPMORGAN CHASE 581274 FED 4/17/20071672-123122 USD 10,000.00 IPMORGAN CHASE BANK Entered 581276 SKY 4/17/2007 140-022222 USD 2,345.00 XYZ ENTERPRISES Released JPMORGAN CHASE 581329 TLX JBAN MONTHLY 4/17/2007 393333333 HUF 423,230.00 BAN ING Entered ING BANK{HUNGA 581330 FED DAILY WIRE 4/18/2007 123.456789 USD 456.00 ABC SUPPLIER COMPANY Entered IPMORGAN CHASE 581356 TR 4/18/2007 123.456789 USD 8,888.00 Entered Figure 11 For control purposes, user entitlements are established by the City's System Administrators. Users may be authorized to add, modify, delete, approve, and/or release wire transactions. User entitlements can even differ for repetitive vs. non-repetitive transactions.These features enable the City to balance the desired efficiency against the desired controls for a process that specifically meets your policies and operational needs. Transactions can be entered as either freeform or repetitive lines. For freeform transactions, all beneficiary and bank routing information must be entered each time. Repetitive lines contain the complete banking information and beneficiary name and only the payment amount and value date need to be entered.There are two types of repetitive lines, bank verified, and customer verified. Bank verified lines are established on the bank's back office system. Typically,these can be established in 24 hours or less.The control benefit of bank transfers is that no changes can be made to the bank routing information. Customer verified transactions are different in that past transaction routing information is saved, but it can be altered.A customer verified line is just a saved"freeform"transaction. Back Up Funds Transfer Requests As discussed above, online wire transfer service to initiate outgoing wire transfers is available. Our Telephonic Wire Transfer with a PIN Product can be used as a primary and/or back up method of wire initiation. 7.2. Can repetitive templates be created and stored?Is there a limit to the number of templates?Is there a fee for template storage? Repetitive templates are available for repetitive transfers via J.P. Morgan ACCESS Funds Transfer Initiation and Reporting.There is a fee for template storage.The description of this fee on account analysis is'Repetitive Instruction Storage'. Page 51 • • Request for Application CHASE 10 City of Round Rock, Texas 7.3. What level of authorization/release do repetitive or non-repetitive wires require?is authorization for repetitive and non-repetitive the same? J.P. Morgan ACCESS Funds Transfer Initiation requires separation of duties for the wire initiation and release process.The steps of creating, approving and releasing a wire must be performed by a minimum of two individuals.Separate controls and dollar thresholds can be established for control purposes when granting user privileges to tailor the user rights consistent with good internal control procedures. 7.4. is future dating of wires and transfers available?How far in advance? Using J.P. Morgan ACCESS, the City will have the ability to initiate wire transfers up to 15 business days prior to the effective date. Future dating is available for: ■ Repetitive wires ■ Non-repetitive wires • Transfers 7.5. State wire access,posting,and cut-off times. Chase provides generous cutoff times to help ensure same-day execution of payment instructions.These timeframes are outlined below(all times are in Central Time): Fedwire 5:00 p.m. 5:30 p.m. See note below Book 6:00 p.m. 6:30 p.m. See note below transfer/Intemal Drawdown(via 3:00 p.m. 3:30 p.m. See note below Fedwire) Intemational(USD 4:00 p.m. 4:30 p.m. See note below via CHIPS) *Payments that require repair will have a cutoff time 30 minutes prior to the stated times above. Note for Automatic Standing Transfer—As standing orders/payment instructions are repetitive,there is no deadline, per se. In most cases, we execute the standing order early each morning. If it is to be based on an account balance either in a Chase account or in an account at another bank,the transfer will be based on the closing balance as of the prior business day. Payment instructions received after cutoff times will be completed on a reasonable-effort basis. 7.6. Describe the processing on book debits/credits. Book transfers can be requested online on the Add Transaction Screen in the J.P. Morgan ACCESS Funds Transfer Initiation and reporting module.This screen allows the City to choose the Settlement Type, payment or receipt(drawdown), as well as the Pay Method. J.P. Morgan ACCESS Account Transfer is an internet tool that enables you to efficiently perform transfers between your accounts in real time.The City can use J.P. Morgan ACCESS Account Transfer to: ■ Make transfers of funds between your accounts Page 52 • • Request for Application Ci7/'''►SC J City of Round Rock, Texas • Create and save templates for recurring transfers • Take advantage of same-day, immediate credit and debit entries, including updated teller line balances • Access previous day transfer history for up to 90 calendar days 7.7. Are advices provided electronically or shown only as details on reports? Mail or fax advices are available for each transfer.These advices are sent only if requested by the City and will carry a per-advice charge. However,a Wire Advice Report that provides a comprehensive report containing CHIP, BOOK, FED and SWIFT payments, both incoming and outgoing, is available. This report is similar to the Funds Transfer"Transaction Detail Report,"but contains all payments posted to the account. 7.8. State the bank's policy on the use of ledger balances for outgoing wires in anticipation of scheduled activity or incoming wires. As a major clearing bank for public sector and corporate clients, an appropriate intra-day credit limit will be made available to the City to help ensure transactions flow smoothly and efficiently through our systems. Should a payment take your account balances over the intra-day limit, exception approval processes will be enacted. We will expect the City to cover for transfers that cause an intra-day overdraft by the close of business each day. Chase does not charge for either intra-day credit(IDL)or intra-day liquidity(Fed daylight overdraft) usage at this time,which is current market practice. 7.9. Can internal account transfers be processed totally on-line?Book debits/credits?Is there a fee for City internal transfers? Yes,internal account transfers can be processed online. J.P. Morgan ACCESS Account Transfer is an internet tool that enables you to efficiently perform transfers between your accounts in real time. The City can use J.P. Morgan ACCESS Account Transfer to: • Make transfers of funds between your accounts • Create and save templates for recurring transfers • Take advantage of same-day, immediate credit and debit entries, including updated teller line balances ■ Access previous day transfer history for up to 90 calendar days The Bank does charge a fee for internal transfers via J.P. Morgan ACCESS; however, we will waive that fee for the City. 8. OPTICAL IMAGING: The City currently retrieves optical check images on-line. No physical checks are to be returned. In an effort to reduce paper handling and storage, the City is focused on imaging of documents as much as possible. The City currently receives two(2) CDs for five(5) accounts. 8.9. Describe the bank's optical imaging process and list the items captured(checks, statements, deposit slips, deposited items). Chase can provide the City with optical images of all checks paid online via Payables Web Services(recommended), the account reconciliation module of J.P. Morgan ACCESS, or via CD. 8.2. What images are available on-line? When?How long are images maintained on line? Check images and bank statements are available online via PWS. Images of items deposited through IDD are also available online through IDD. Images of deposit slips are available through J.P. Morgan ACCESS. Page 53 • • Request for Application CNASG O City of Round Rock, Texas We also offer images of returned and redeposited items. Check Deposit Return Images is a next-day Internet access tool that stores return and redeposit item information and images.This solution allows authorized users at the City to electronically retrieve return and redeposited item images,which are stored for up to five years. Check Deposit Return Images provides secure 24- hour, high-speed online access to your return and redeposit images. 8.3. is there a fee for creation, use and retention of images? Describe. There is a monthly maintenance charge for check imaging for the Payables Web Services via J.P. Morgan ACCESS Retrieval Bill plan.Additionally, there is a charge per item for the retention of paid check data on Payables Web Services for either 6 months, 12, 24,36,48, 60 or 72 months. See Attachment B for pricing. 8.4. Are all images downloadable? Yes, images are downloadable. 8.5. Is a monthly CD provided? When? The CD ROM Image Viewer service will provide the City with a CD-ROM including not only paid check images, but also statements, deposit slips and recon reports. However, we recommend the use of our online archive of check images and statements via Payables Web Services. 8.6. Can the City download all CD information without receiving a CD? Yes, the City can use the J.P. Morgan ACCESS disbursement module, Payable Web Services to view and download images for up to 7 years. Please refer to question 5.2 for more information. 9. ACH SERVICES: The City expects to continue moving toward more ACH transactions for vendor transactions(With I&S accounts receiving credits). Originating ACH is currently used for operating, payroll and financial accounts. Only the Controlled Disbursement account has blocks/filters in place. The City requires pre-notification and may be considering more filterslblocks on all accounts. 9.1. 1s online ACH service available for individual transactions as well as by transmission for batched files?Describe and define. We offer the City the ability to initiate ACH transactions via transmission or online with the ACH Initiation module of J.P. Morgan ACCESS. For data transmissions, Chase requires the file to be in a standard NACHA format. If the City does not have the ability to create a file in this format, Chase has a variety of tools to assist in this process. For the J.P. Morgan ACCESS ACH module, various templates are available or a format may be imported from your system. Originating ACH Transactions Chase is the#1 originator of ACH transactions according to the 2010 Ernst&Young Cash Management Survey and has held that position for 35 years. In 1985, Chase wasthe first financial We recommend the use of our FTP(File Transfer Protocol) institution to incorporate itself as transmission method for your ACH large batch origination an ACH bank, and the ACH Initiation and Reporting module of demonstrating our J.P. Morgan ACCESS for lower volume transaction files. commitment to the business. Page 54 • • Request for Application CHASE O City of Round Rock, Texas Originating large volume transactions through batch files Using any number of industry standard applications,the City sends the file to Chase through a common protocol such as Secure FTP(sFTP).The transmission is encrypted and sent to Chase for final ACH processing. Regular commercial payments to vendors can be submitted on the business day prior to the value date. Warehousing of ACH payments up to 90 days in advance of the value date for Direct Send (30 days for ACCESS)is also supported. Once received, Chase has an automated warehouse retention system to help ensure data is not lost, and file edit checks to identify potential duplicate files. Chase provides a transaction journal within two hours of receipt of the ACH file initiation transmission. Item count and dollar amount are included in the acknowledgement. Chase will maintain an Internet facing sFTP server and will create a"drop box"directory on the server for the City.The server will be mirrored for disaster recovery.The City will be issued a logon and password, giving the City access to the directory. For data inbound to Chase, the City has the ability to push the data files to the directory. The City is responsible for initiating the sFTP session to push and pull data files. Chase offers a file delivery solution that allows the City to send and receive ACH files via the Internet using SSL session encryption, browser-based file exchange (HTTPS)sFTP with PGP or GNUPG file encryption or AS2.These delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure for clients without the added cost of proprietary software installation. More traditional file transfer solutions such as VAN and VPN connections are also supported as well depending on your business need. We recommend large batch files containing any consumer credits and debits be submitted at least two business days prior to the settlement date. J.P. Morgan ACCESS ACH Initiation and Reporting for lower volumes We recommend that the City use our ACH Initiation and Reporting module of J.P. Morgan ACCESS for your lower volume and manual entry ACH payments. Within the J.P. Morgan ACCESS single sign-on web site, you will be able to select ACH Initiation from the menu and enter the required ACH payment details in the fields provided. In addition to initiating payroll, this module can also be used for disbursements and concentration. For dual control purposes, a second authorized City employee must release the ACH transactions through J.P. Morgan ACCESS. Page 65 Request for Application CHASE City of Round Rock, Texas ,J.P.Morgan ACCESS ACH payment initiation screen. ACH Initiation ACM�VerroD n Nrms D•r d:,ad, EmptoTce m;fiaoiza+sse NekWait AmoaA so DV16yees Bad Aad.W.-- ECAD Xto# eiik'iDt � A"ATm; thecluoo Se mOs. Stat tete; _ Croats Prenoter Q :4 tmt pilTDaks Preneh Dabs 4 - ib�dTdarafer'l4 t Yarm.� Previous Nert L-10 M1 r— 141- Canal Figure 12 ACH Payment Applications The J.P. Morgan ACCESS ACH module is integrated with a full complement of vendor, payroll, consumer, cash concentration, Federal and State payment applications. Applications are predefined templates,which are updated and downloadable as regulations change.The applications that are available to the City are those that you have contracted to use and give the City the ability to restrict database access at the User level. Once you create a Database, you enter each individual transaction record on a Database Detail screen.These screens are customized with data-entry fields, current NACHA rules and regulatory requirements for a specific Database application payment type. Transactions based on templates are created by the City, batched, approved and released for processing.ACH files generated through J.P. Morgan ACCESS are retrieved and processed six times each business day for next-day processing. Special features: • ACH Import and Validation feature supports an automated interface for several file formats, including comma-delimited, fixed length, and NACHA-formatted files of ACH transactions • One-or two-day settlement from single or multiple accounts may be established, based on the ACH transaction types selected when creating a batch • ACH Transaction Reports—the City can monitor the status of ACH transactions using a variety of batch reports for single or multiple batches for a 30-day historical range. Data can be sorted by payee name or ID. Entered—batches submitted for approval Page 56 • • Request for Application CHASE J City of Round Rock, Texas Released—batches approved and released* * In Process—batches are being formatted for delivery to the Chase ACH processing unit"* u Submitted—ACH batch has been created** *Batch may be unreleased **Batch may not be unreleased 9.2. What is the policy and process for handling of ACH returned items? To confirm that the return belongs to the client, J.P. Morgan will perform edits on account number, date, individual ID and trace number. Returned funds are posted at the end of the banking business day; information concerning these items is available on J.P. Morgan's current-day report at the opening of the banking business day. Inquiry and Return Item Processing Processing return items is a major challenge for any payment system. J.P. Morgan has carefully designed its Return Item Processing System (RIPS)to minimize the problems exception items can cause. Original ACH return items from the receiving financial institutions are sometimes illegible or inaccurate, and the Federal Reserve Bank or other ACH processor that key-enters this data cannot improve or correct the returns.Thus, J.P. Morgan must act as the interface to provide the client with accurate data. Options J.P. Morgan provides a range of options for return items that affords the client maximum flexibility in developing its own internal handling procedures. J.P. Morgan's Return Item Processing System (RIPS)can provide return items via mainframe to mainframe, mainframe to fax, mainframe to PC or a printed report. We recommend that you select the data transmission option to reduce delivery problems, eliminate mail delays,and minimize the time between the return and the time you receive notification of return. Process RIPS helps ensure that the data on each return is complete and accurate by using key fields from the returned items to retrieve the original record sent to J.P. Morgan from a historical file.This file contains records for ACH transactions initiated in the past 90 days. If the computer search does not locate the exact match,we dishonor the entries systematically to the RDFI. If the correct item is found, data from the original record is supplied to the client with the reason for the return, thus assuring the client of accurate information on all returns. This feature,which simplifies return item processing, is unique to J.P. Morgan. Returning the original data allows the client to rely on this information for follow-up. If the appropriate record cannot be found in our history file,J.P. Morgan returns the entry to the returning financial institution for correction and resubmission. We issue one debit against your account for the total of the return file per entity or application. This makes reconciliation simple because all returns, both electronic and paper, are in a single return transmission. You need not deal with two return processes. Returned credits are also included in the return data file and will be credited to your checking account with a separate entry per system or six-digit company number. There is no netting of return entries against one another or against the new item settlement. Page 57 • • i Request for Application CHASEI10 City of Round Rock, Texas 9.3. Can ACH items and files be fixture dated? Yes,ACH items and files can be future-dated.The maximum retention time for future-dated transactions is 90 days for origination files received via direct transmission.Transactions are maintained for online inquiry for 180 days after the effective date. 9.4. What specific filters and blocks are available? To protect the City from unauthorized ACH transactions, Chase provides both ACH debit blocking and ACH Transaction Review products. ACH Debit Block ACH Debit Block enables the City to specify which companies are authorized to post ACH debits to the City's accounts, blocking those that , are not authorized.You can also set dollar limit .,z. ceilings or block all debits from posting. ACH Debit Block enables the City to: How it Works Block When an originating company attempts to post � All ACH transactions ACH debits, the system immediately compares a specific originators the incoming company identification (ID)number . By dollar amount with the City's listing of authorized company ID 1 By date numbers. Allow All ACH transactions This incoming ID number must match exactly– specific originators and if you choose, comply with dollar limits–to By dollar amount post successfully. If your parameters are not met, By date the system automatically returns the item without posting the debit to your account. Using the system's"block all"option, all ACH debits are prevented from posting to the City's account. Choose the option that best meets the City's needs: • All ACH Debits Blocked—All ACH debits presented against the City's account will be returned to the originator. • Maximum ACH Debit Dollar Limit Allowed—The City specifies the maximum dollar amount acceptable for ACH debits.Those exceeding the maximum amount will be returned. • Allowable Company Identification Numbers and Dollar Limits—The City provides a list of allowable company ID numbers. Only ACH debits that contain the company ID numbers on your list will post to the City's account.The City can also add criteria for accepting only ACH debits up to a dollar limit and during specified time periods. • Non-allowable Company Identification Numbers—The City supplies a list of unauthorized company ID numbers.All ACH debits with a company ID number that appears on the City's unauthorized list will be returned. Debits Not Affected by Debit Blocking In accordance with our customary practices and applicable law and rules,the following types of ACH related debits will not be blocked: ■ ACH debits to your account to offset ACH credit entries originated by you through us Page 58 • • Request for Application CHASE IO City of Round Rock, Texas ■ Reversals of previously received ACH credits U Reclamation entries, as defined in the Operating Rules of the National Automated Clearing House Association (NACHA) • Debits to your account initiated by us to correct processing errors, effect back-valuations or make other adjustments • Returns or reversals of ACH debits originated by you • Fees or charges owed for services provided by us ACH Transaction Review In addition to ACH Debit Block, Chase offers the City our ACH Transaction Review, also available through Payables Web Services(PWS).The City will be able to review and confirm ACH debit and credit transactions that post to your account and return unauthorized transactions on a case- by-case basis. The day after ACH transactionsost to the City's Chase account we can notify p Y You via e-mail, providing you the ability to view all ACH transactions or a listing of transactions based on the filter criteria you define, and make a return decision or allow the ACH transaction(s)to remain posted. The following criteria can be used to limit the number of ACH transactions you wish to view: • Debits and Credits • Company IDs • Dollar Amount and/or Dollar Amount Range • Transaction Type (i.e., TEL, WEB,ARC, CCD, POP, PPD) Transactions blocked by ACH Debit Blocking will not be presented for review. 9.5. What policy and process is used for file and item reversals and deletions? Chase will enable the client to initiate online transaction reversals in a secure manner, using password/ID over the browser via Chase's eServe product. Clients can also initiate such requests via file transmission or fax, based upon requirements, technology and other considerations. However, Chase advocates secure interfaces for such requests. Clients may delete a file item by contacting J.P. Morgan by phone or with a fax follow-up. 9.6. Are ACH addenda shown in their entirety on-line and on detail reporting, reports and statements? Does access to this information require access to additional, specific EDI modules? The City will have the capability process incoming ACH addenda records created in industry standard formats. J.P. Morgan ACCESS will provide information on incoming and outgoing ACH transactions, via transaction detail reports, appearing as consolidated credits and/or debits. The following information is supplied on J.P. Morgan ACCESS current and previous day reports: ■ Company name • Company ID number • Settlement date • Dollar amount • Description of debit or credit • Debit or credit indicator ■ Settlement account • Individual ID number Page 59 • • Request for Application CHASE 10 City of Round Rock, Texas 9.7. Will the City incur a transmission andlor file processing fees for on-line individual ACH transactions? For those on-line individual ACH transactions,the City would not incur a transmission and/or file processing fee. 9.8. What protective measures has the bank taken to prevent or recover from electronic fraud? Chase takes fraud prevention very seriously.We offer a number of services including Positive Pay,ACH Debit Block, and ACH Transaction Review to help the City prevent fraud on your accounts. Chase takes our responsibility to protect the privacy and confidentiality of any client information very seriously. We maintain physical, electronic and procedural safeguards that comply with applicable legal standards to store and secure client information from unauthorized access and use, alteration and destruction. Our own policies and procedures have been developed to protect the confidentiality of client information, and to help achieve compliance with relevant rules and regulations.We hold our employees accountable for complying with those policies, procedures, rules and regulations. 10. SAFEKEEPING SERVICES: The bank shall be required to provide book-entry safekeeping services for securities owned by the City. All City investments may be made by the City, or its investment adviser, and instructions for clearing and safekeeping may be transmitted on a trade ticket to the bank. The bank may not be used for brokerage services to assure settlement on a DVP basis. Custody shall be in the bank and not a brokerage subsidiary of the bank.All securities shall be cleared on a delivery versus payment(DVP)basis and ownership documented by original confirmationslreceipts provided within one business day of the transaction. Funds for investments may be drawn from a designated City DDA account.All coupon payments and maturities shall receive automated some day collected credit on the City designated account without requiring any additional City action. If the bank is not a member of the Federal Reserve and utilizes a correspondent bank for safekeeping of City securities, the transactions may be handled through the depository bank's systems and shall not require additional interaction by the City.No delay in transactions, wires, or flow of funds shall be acceptable under a correspondent relationship. 10.1. Does the bank currently provide safekeeping services?Are there, or have there been, any plans to cancel this service? Yes, J.P. Morgan is one of the most experienced and trusted custodians in the industry with over $16.9 trillion in client assets. The safekeeping of your assets remains at the very core of our service philosophy. Critical to this success is our"fortress balance sheet"capable of withstanding the turbulent conditions in capital markets and the economy. Just as important is our broad experience in safekeeping assets and understanding market and operational risk related to holding and servicing those assets.We have no plans to cancel this service. 10.2. Can settlement information be input online? Yes, Information is available through J.P. Morgan ACCESS. J.P. Morgan ACCESS is a powerful and easy to use browser-based platform that enables clients to receive information from J.P. Morgan and provides access to a variety of reports in relation to both cash and securities holdings. 10,3. Is online information available for securities in safe-keeping(not required)? Yes, Information is available through J.P. Morgan ACCESS. Page 60 Request for Application CHASEIO City of Round Rock, Texas 10.4. Describe bank safekeeping arrangements proposed. Identify any correspondent bank used for custody. If a correspondent is to be used, define the process and confirm same-day credifingldebiting on all transactions. Describe any additional City actions required. All custody/safekeeping processing is carried out on J.P. Morgan's core custody platform,which is used for the movement and administration of securities for all the markets covered by J.P. Morgan. The City need only correspond with J.P. Morgan. We do not anticipate using any correspondent banking relationships related to this offering. 10.5. Are services bundled under safekeeping by cusip or Par amount or are charges made for individual clearing,safekeeping and income distribution? Our fees for safekeeping are all inclusive and detailed in the attached fee schedule. Sample custody documents is attached in Appendix 10. 10.6. Are safekeeping fees hard charged or through the account analysis? Safekeeping fees will be fared through the account analysis. 10.7. Are notifications sent on all transactions(purchase,sale, colts, and maturities)? When and how? Yes,as soon as trades are communicated to J.P. Morgan they are posted to the system and available to be viewed online as pending trades. 10.8. What time are delivery instructions required?Is there a fee charged for late instructions. US Trade Communication Deadline(CT) All trade instructions received after the stated deadlines will be processed on a best efforts basis. All late instructions will be processed on a best efforts basis. Depository . Same day settlement trades SD 11:30 a.m. Non affirming managers Faxed Trade Instruction T+1 12:00 p.m. Corrected Trade Information T+2 7:30 a.m. Affirming managers Affirmation T +2 10:00 a.m. Faxes for unaffirmed or corrected Trades T+2 10:00 a.m. Fed Book Entry Buys SD 11:30 a.m. Sells SD 11:30 a.m. Pool Numbered Items(FNMA/FHLMC) SD-2 Physical Transactions Same Day Buys SD 9:00 a.m. Same Day Sells SD 9:00 a.m. Cash Wires Funds must be received by 3:00 p.m. ET for same-day credit for trade related. Funds must be received by 5:00 p.m. ET for same-day credit for non-trade related. Page 61 Request for Application CHASE City of Round Rock, Texas Sell Open TD 12:30 p.m. Buy Open SD 9:30 a.m. Sell Close SD 8:30 a.m. Buy Close TD 12:30 p.m. The City May Choose to purchase time deposits from the depository but all time deposits may be competitively solicited at the time of purchase. 91. COLLATERAL REQUIREMENTS:Authorized collateral, as defined below, shall be pledged against the total of time and demand deposits net of FDIC insurance with a 102%margin on the collateral maintained daily by the bank. All the requirements, including those beyond the Public Funds Collateral Act, shall be met by the bank. Pooled collateral responses may have to be reviewed by the City and are not likely to be used. The response shall state agreement to the following terms and conditions. 11.1. All collateral pledged to the City shall be held in an independent, third party bank outside the bank's holding company. Agreed. 11.2. A collateral agreement shall be executed or incorporated in the depository agreement in full compliance with FIRREA requiring a bank resolution. (Or completion of Circular 7 if the Federal Reserve is acting as custodian.) Agreed. 11.3. All time and demand deposits above FDIC coverage shall be collateralized at a minimum of 102%of principal plus accrued interest daily. Agreed. 11.4, The bank shall be contractually liable for the daily monitoring and maintaining of collateral at the City's required margin levels. Agreed. JPMorgan Chase National Collateral Management Group(NCMG)employs a Bank developed Collateral Management System (Coast), which provides daily monitoring of deposit balances and security value. Coast is reviewed daily(business day)by dedicated Collateral Managers for customers collateral requirements. Collateral requirements are based upon the end-of-day ledger deposit account(checking,savings, depository CD's)information(plus accrued interest if any), less applicable FDIC coverage,the following business morning from the Bank's deposit system. For example, 1/18/12 end of day deposit information will be received the morning of 1/19/12. Also on a daily basis, NCMG monitors the market value securities pledged to our customers and compare to total deposits. In the event a market value reduction creates an under-collateralized position, additional securities will be pledged promptly. 11.5. Pledged collateral shall be evidenced by original safekeeping receipts1report sent directly to the City by the custodian within one business day of receipt. The Federal Reserve Bank provides two types of reporting;Account Activity Report (AAR)and Monthly Holdings Report(MHR).The AAR reports account activity that is conducted within the collateral account.The MHR reports all securities held in the Public Entity's collateral account at month end. Both reports are sent within 24 hours either by email of facsimile.The FRB reports list the original par value of the securities pledged and does not report market value of securities pledged. The FRB does not provide on-line access to collateral account. Page 62 Request for Application CHASEIO City of Round Rock, Texas 11.6. The City shall receive a monthly report of collateral pledged including description,par, market value and cusip directly from the custodian. NCMG provides a monthly collateral report which will list the pledged security(description, maturity, rate),original par,current par and market value. NCMG emails the report by the 3rd business day of the following month. Customers may contact NCMG during normal business hours to request a collateral report for any specific business day. 11.7. Substitution rights shall be granted if the bank obtains the City's prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping. Agreed. 11.8. Collateral shall be in place before any deposits are made originally. Prior notification of need for collateral from customer will be required as daily balances are not received by group until following Business Day. In accordance with Texas Revised Statute Government Code 2257.026 and 2257.1, the public entity shall inform the bank of additional deposits that will exceed the value of collateral pledged before the change occurs. 11.9. Authorized collateral includes only: 11.9.1. Obligations of the US Treasury. Agreed. 11.9.2. Obligations of US Government agencies and instrumentalities including mortgage backed securities which pass the bank test. Agreed. 11.9.3. US state and local obligations rated A or better. AVON Agreed. 11.10.State the bank's acceptance of the collateral conditions above. Note clearly any exceptions. Accept as outlined. 11.11. What institution will the bank use for the Custodian? The City prefers the Federal Reserve as Custodian. JPMorgan Chase ("Bank")currently employs the Federal Reserve Bank ("FRB")as the primary custodian for joint-custody security accounts ("collateral account"). The Administrative Reserve Bank ("ARB")that holds the securities for the Bank is the FRB of New York(The FRB district where a bank is chartered determines the ARB). The FRB of Boston is the Federal Reserve System's national collateral account administrator. 11.12.Are there collateral fees? What are they?How are they charged? The Bank pays all cost associated with the collateral accounts held at the Federal Reserve Bank. 12. ACCOUNT ANALYSIS:Monthly account analysis reports shall be provided for each account and on a consolidated account basis. Within five business days of receipt of the monthly account analysis,and subsequent approval of the fees by City, the bank may direct debit the designated account for fees due if compensation is being calculated on a fee basis. A complete account analysis shalt be required monthly regardless of the payment basis. 12.1. Provide a sample account analysis. epol Please refer to Appendix 11 for a sample analysis statement. Page 63 • Request for Application CHASE City of Round Rock, Texas 12.2. When is the analysis available each month?Is it on-line andlor paper?Is it available on the CD or Jump Drive monthly? Chase's Electronic Account Analysis Statements are available online through the J.P. Morgan ACCESS portal on the sixth business day after month end. 12.3. Are paper statement also sent to the City if provided online? Yes, paper statements can also be sent to the City; however, this is not the preferred method. Paper statements are mailed within 10 business days of the end of the month. 13. MONTHLY STATEMENTS: The bank shall provide monthly account statements on all accounts with complete supporting documentation.All accounts shall be an a calendar monthly cycle and statements received within three business days. Timeliness of statements is critical. 13.1. Provide a sample monthly statement. Please refer to Appendix 12 for a sample bank statement. 13.2. When and how are monthly statements available each month:online andlor paper form?How long is it on-line? Our Internet statements are available within two to three business days after the statement cutoff date. Should hardcopy statements be desired by the City, they would be mailed within five business days of the close of the previous month. The City will receive monthly statements for each account from Chase.As stated above, intemet statements are available via J.P. Morgan ACCESS two to three business days after the statement cutoff. These reports provide a summary of credit,debit and paid check activity for the statement period, and balances at the start and end of the period.The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates,the dollar value of the transaction and detailed transaction description.The report also provides closing ledger balances. Our monthly account statements are available via secure Internet delivery using J.P. Morgan ACCESS thereby providing the City with comprehensive reporting in the most timely and efficient manner. Chase's monthly statements include all transactions posted to the account including all checks paid by check number with paid amount. Internet statements also include images of checks paid during the statement cycle. Correction entries made by the Bank will be included on the statement as well. Page 64 • • Request for Application CHASE O City of Round Rock, Texas e January 31.2010- JPMorgar3Chase Q February 28,2010 JPMORGAN CHASE BANK,N A Page 1 0►5 TEXAS MARKET P O BOX 260160 BATON ROUGE to 70826.0180 Account Number 0000001234561100 Customer Service �^ 00000003CEN201 10107•NNN 1 000000085 42 TEST 6 you hw sm pwstlom =� ENHAtICEJ STATEMENT SAMPLE FORMAT 22 about Y— stat—t. Fla.- XYZ .o:twru:ion aar.an 74566434.3010 123 M.I!r, Street your un Ccmen Sarva. NNW YruY City f'Ri23a5-'aT4 ProtKsbM1 �- Now Now Commercial Checking Summary Openxr0 L.dger Bab-. Numbw Amount $25000000 OP—V Colactad Ba — 3250.000.00 Deposes and Creat. 7g 3427.376.42 VNgldn. 1. sM Oebf 5 $147.06322 Ctrtks Pad 521,709.07 Ending Ledger Balance 3514,808.13 Ending Collected Balance f606,263.T5 Deposits and Credits Lada. v.41. Data O.M D_ft.r.n Anaur!t 1IK17 nEOY T:f:7t[OIT vu.STATE Sl RErl OANR a Ta Uej 320517103 C0fAPA112145676 BIO:NWCA NJ:A AT 1N SA"Y CRISS RU CJi , NYGCTR,WO+ V tUti'O SEWn 9.K!.O;JStC,TX 7T0a6-tAC eY0IXip7!:33WO.3021,U101 ^„01=RtF CONIAOT PAI AT MG.M, 555 OPT 3 TIa AO M()1A10t7(;1W"!513 TRN 417 Xn371?Fi YO,.R ftE�']732 t<2157 t 3(c7 OEKJS' !M'UY S50 X9 M 7 r—non: !um sa3.3aT 4a 4301 lktK)ST ±0Bt5t'6 4114¢ 10N4 LLX_(90.DEPTI'i;T l YA 1 LMYfLCMT ! 75-5<Y>21 2 M,nONT 'am Stli 7(I 1091 Ct51CJ€.I.)WSUrSETTLEVcfIT =5519, 10731 PNsw e.amNs Oft abMraenl at—at at— BY cadhuing 1.uN e1. account, you acne Mat (1)Maccol a .. 1. wtie 1 b 61a gar" dep"A .ceea.e at/"_t (2)(2)tha Ba M! hat m _.P."j*tyfw anry. rrp in a imPmp., chang. aGtolnt 01w 1.We t.dap nY uaautlwr¢ad w lead Gh=) u . Y.. .W us!n—t v a tt- sect ahyg. .em.1 a.ry d.Ys at the awe.!g -"boy .t the 'Mraaaarn %*wth the at chugs appears Figure 13 These Internet Statements will provide the City with the following benefits: _ - a Increased security through machine registration and the convenience of using a single sign-on to retrieve statements and perform entitlement via J.P. Morgan ACCESS • E-mail alerts can be established to notify authorized City users when the monthly statements are available for download a Authorized City staff will be able to print and view a statement, as it would be presented in its original paper form a Search for transactions listed on the statement, as well as click on a check number in the statement to see an image of the front and back of the cancelled check Page 65 Request for Application CHASE City of Round Rock,Texas ■ Online history is available for up to seven years, and the City can save and print the statement in pdf format, as well as export data to a Microsoft Excel spreadsheet or in CSV format. 13.3. Are the statements on the monthly imaged CD or Jump Drive? Statements are also available on CD-ROM. 13.4. Are paper statements also sent to the City if available online?is there a fee for paper statements? Internet is the preferred delivery method for bank statements. Should hardcopy statements be desired by the City, they would be mailed within five business days of the close of the previous month. 14. ACCOUNT EXECUTIVE: To insure smooth agreement implementation and continuation of service levels, a specific account executive and a back-up for banking and automated services shall be assigned to the City account to coordinate services and expedite the solution of any problem encountered. The account executive shall be available to meet+with City staff on banking matters as needed and at a minimum semi-annually. 14.1. Provide the outline for the client support structure that shall be provided to the City by the bank. Chase enjoys a richly diverse client base and we appreciate that a 'one size fits all' approach to service delivery will not meet the unique needs of our clients. We offer a primary Client Service contact for the City in our Central Texas market—Valerie Hill, Our Client Service Professionals, like Valerie, provide cross-product and account support. Valerie will also proactively advise you regarding a number of topics, including but not limited to, product/service offerings, changes, bank initiatives, and efficiency opportunities. We also offer several channels to provide you with a prompt response to transactional and technical inquiries, these include Solutions Centers, the Technical Solutions group, Integrated Service Centers and our online service tool eServe. 14.2. Provide the name, title and location of the proposed account executives. What level of support is provided by the local representative? Larnell Camus,the City's assigned Relationship Manager, will be the account officer and primary contact for the City. Her contact information is provided in question 1.6 above. Larnell and Valerie work together on many other municipalities and school districts in the Central Texas area and together they have a total of 54 years with the Bank. 14.3. Now are technical or operational problems, questions, or changes to be handled? The City's assigned Client Service Professional (CSP),Valerie Hill, or the designated back up will respond to any of your requests or resolve any problems the City may experience with the cash management services provided by the bank. During business hours,a team of several other client service professionals is available to assist the City, if needed. Page 66 Request for Application �� ���� City of Round Rock, Texas ��0���m������ �_� /J. � � NERDRAFTS:Evoryoffh,t will uomade^oeliminate daylight and inter-day overdrafts. However,becauue this situation may arise, state the bank's policy regarding overdraft policies detailing rates and fees tobecharged onaper event basis, The City prefers aggregation ofaccounts purposes. overdraft— /51. Are all accounts aggregated for overdraft calculation purposes o,doaccounts obmd-amno? No, each account stands alone for the purpose of overdraft calculation. Chase charges for the use of daily uncollected funds by applying a variable overdraft rate to individual Demand Deposit Accounts(DDAs).A Daily Occurrence Fee for overdrafts may be assessed on a per-occurrence basis. These fees may beoffset byEarnings Credit Allowance. Negative Collected Balance Fee= (Negative Collected Balance x OD Rate)/360 days 1I2. State the rate basis and any fees for intra-day and inter-day overdrafts. Daylight or intra-day overdrafts will be paid without charge and are subject to Chase's credit approval pnuueom. End of Day or Inter-day overdrafts will be charged at Chase prime rate. Y& STOP PAYMENTS: The City averages four stop pays per month. An automated stop pay process is required. To streamline the processing of stop payments, we offer a number of electronic options for placing stop payments. One way is to place stop payments through Payables Web Services(PWS)as described below.Another way is to provide stop payment instructions on your issue file to the bank. Whether through transmission or file upload,we provide the City the option of sending in your stop payment transaction with your issue file records providing for stops h»beprocessed inbatch. AFK The City can place atop payments online through PWS. Using PVVG. the City will be able to place and � revoke stop poynnento, inquire on the status of an individual or range of checks, retrieve images and request photocopies. Authorized users can quickly inquire the status of a check through a comprehensive range of check inquire capabilities and take action according to each check's status. Stop payment requests and stop payment revokes can all be conducted at the click of a button with real-time interfaces. � Page 67 • Request for Application CHASE City of Round Rock, Texas . JYMorgan Shop PaymaRtRequest Home SecAdmin Inquiry Stops Photos Data Download Recon Input Check PHM Recon Otftut Account" 06300011111-ARP Pos Pay Custom �— Paid Checks From$11212009 Request Type" Reason" C single r Range other F rC-h--e-ck No. Amount I Payee _ I — *Indicates required values Add Ckar The check will be stopped unless ithas been cashed ur has deared—the--bank prior to placing this stop payment.The stop will stay on the account for one year and be automatically renewed for six additional years unless released by your request. r PDF Confirmation on Submission Submit PHktt Check To CheLk -v Reason Alternate Action Figure 14 The system will search 90 days transaction history to identify if the check has been paid (extended retention periods are available). If our records show the check has been paid, the system will report the date the item was paid. Once the stop payment is submitted, the system can provide confirmation online of successful stop payment. This can be printed or downloaded as needed. Furthermore,stop payment activity reports are available through J.P. Morgan ACCESS, 16.1. What are the time periods available for stop pays? What are the time periods for extended stop pay periods?is there a fee for renewals? Stop payment requests remain in effect for one year and are renewable for an additional six years unless revoked. There is a charge for an automatic annual renewal of a commercial stop payment instruction. 16.2. Are stop pays initiated and extended online?is there any paper follow-up required? Stop payments are initiated online via PWS.Stop payments will automatically renew for an additional six years unless revoked.A paper follow-up document is not required. 16.3. Does the bank have any ideas to reduce stop pays? Can positive pay files be used for stop pays? Chase recommends that the City conduct an internal audit of the root causes for stop payments. For stop payments that are necessary as a result of lost payroll checks, Chase would advise that the City implement a payroll card solution instead of issuing checks. Please see detail in Appendix 8. In addition,for vendor payments Chase recommends implementation of an electronic payable solution via Single Use Accounts in conjunction with a defined Purchasing Card Program. Please see detail in Appendix 8. Page 68 Request for Application CHASE J City of Round Rock, Texas 16.4. What is the deadline for same day action on stop pays? For same-day action, stop payment requests via Payables Web Services must be received by 7:00 p.m. CT. 16.5. What information on current and expiring stop pays is available on-line? PWS can provide confirmation online of successful stop payment.This can be printed or downloaded as needed. Furthermore, stop payment activity reports are available through J.P. Morgan ACCESS, 16.6. Will the on-line system verify if the check was cleared before accepting the stop pay? Yes, PWS will verify if the check was cleared before accepting the stop pay. 17. COMPANY BANKING: The City is interested in giving its employees the opportunity for enhanced banking services. 17.1. Does the bank have a banking services program available for City employees? Yes,we offer an employee banking program through our Chase At Work program. Chase At Work is a powerful program that provides great discounts, makes banking convenient for your employees, and promotes payroll direct deposit—all at no cost to the City.J.P. Morgan offers these services through on-site banking events conducted by Chase professionals at your offices and other locations.The City and its employees can take advantage of better rates, more rewards and bigger discounts in one convenient banking package just for being a Chase customer. 17.2. List services provided under this program with applicable discounts or fees to the City or employee. Please refer to Appendix 13 for details on our Chase At Work program. 17.3. is the program based on use of direct deposit or City employment? The benefits of the Chase At Work program are available to City of Round Rock employees who enjoy the convenience of direct deposit Part VI. Optional Services 1. The City continues to investigate and evaluate new services for inclusion under its banking services agreement. These services in this Section are not currently required but may be evaluated in terms of availability, feasibility, service levels,services provided, and charges for potential current, or future, use under the City banking agreement.Availability of the optional services and level and cost of the service will be a secondary consideration in the evaluation of the primary response since the services are not required. Chase has been providing banking services to public entities for many years.As a result,we have gained considerable experience and our ability to develop effective and relevant solutions have earned an impressive reputation within the public sector. Chase is pleased to present additional services for review and consideration by the City.These services are proposed to augment and complement the requirements included in the RFA. Each of these services is incremental to the solutions presented in the body of our response. Aw Page 69 0 0 Request for Application CHASE O City of Round Rock, Texas The following value added services and products are detailed in Appendix 8. E-Payables: Single Use Account Order to Pay E-Receivables: Pay Connexion Image Cash Letter ACH eLockbox Payment Cards: Chase Access Prepaid Card Additional Services: Escrow Services Chase Equipment Leasing Business ATM Card Merchant Services with the State of Texas Contract Texas Payment Card Consortium Health Savings Accounts Check Print Smart Safe 2. The City reserves the right to accept or decline optional services offered, if an optional service is initiated later in the agreement period, the services and charges stipulated in the bank's response may be applied. Understood. 3, if the bank currently does not offer the service identified,but is planning to make it available during the agreement period, the bank shall so stipulate in its response and shall state the anticipated date of activation. All products and services mentioned within this RFA are available to the City. 4. STORED VALUE CARDS: The City does not currently utilize stored value cards(as pay cards and potentially for other uses)but may consider their use. Users shall utilize the cards at point-of--sales transactions and as a debit card and for cash withdrawals at financial institutions and ATMs, 4.1. The purchasing parameters of the cards shall be limited to the stored value of the card. The City shall provide an opportunity for card holders to access the account information either through ATM or counter presentation without incurring a fee at the bank's own facilities. 4.2. The City will have total discretion on the distribution of the cards. The banking institution is required to provide card holders with all processing and transaction information. Services expected from the bank would include at a minimum: 4.2.1. embossing, encoding and distributing cards as directed by City 4.2.2. provision of electronic statements to cardholders via on-line web access 4.2.3. administration of accounts:maintenance of accounts,application of funds,authorization of transactions,related tracking 4.2.4. customer service functions Chase's implementation manager will work with the City to identify all requirements during the set up process. Page 70 • • Request for Application CHASE ri City of Round Rock, Texas 5. Does the bank currently provide stored value cards or a comparable service?How long has this process been available? Yes, Chase has offered Payroll Cards for over two decades. We were the first bank to roll out a debit card in 1988 (called ReadyPay). Our card product has been enhanced each year with the latest features in Internet technology and security, culminating in Chase's recognition a as the number one provider of commercial prepaid cards(Source: Nilson Report, 2008-2010). We look forward to exploring the City's needs and interest related to prepaid cards. 6. Now many customers use the service?Provide three public references. Chase currently has 30 public sector Payroll Card clients, as well as 83 other public sector debit card clients and numerous private sector clients. Collectively, we have more than 11 million debit cards in circulation.As a leader in the debit card processing industry,we believe that no other vendor can match our debit card volume, experience or expertise. Payroll Card References Cl ient Hutto Independent School District Sharon Bunge, Payroll Supervisor 512-759-3771 ext. 1014 Sharon.bunge@autto.txed.net NJ Jo Zanek,Payroll Supervisor 512-594-0035 J 1.zanek@pflugervilleisd.net Dana Paulson,Comptroller 512-570-0068 Dana.paulson@leanderisd.org 7. Which program(authorization mark) does your program use?(Visa, MasterCard, Discover) Chase proposes a Visa-branded solution for the City. We view Visa as a strategic partner in our public sector payroll card product offering. Visa is commercially focused and has led the way in the development of specialized data records for a variety of industry needs. Chase's Visa-branded payroll card solution can be used for both PIN-and Signature-based transactions. Page 71 Request for Application CHASEO City of Round Rock, Texas 1.6.3 Depository and Service Agreements Please refer to Appendix 4 for Chase's sample service agreements. Page 72 • • Request for Application CHASE O City of Round Rock, Texas 1.6.4. Attachment A ATTACHMENT A RESPONDENT'S REFERENCE SHEET PLEASE COMPLETE AND RETURN THIS FORM WITH THE SOLICITATION RESPONSE SOLICITATION NUMBER: 12-008 RESPONDENT'S NAME: JPMoraan Chase Bank,N.A. DATE: January 31,2012 Provide the name, address, telephone number and point of contact of at least three(3)firms applicable to Municipal and/or Government projects that have utilized similar service for at least two(2)years. City of Round Rock references are not applicable. References may be checked prior to award.Any negative responses received may result in disqualification of solicitation. 1. Company's Name City of Georgetown Name of Contact Lorie Lankford Title of Contact Controller Agreement Term June 2006-2010,re-awarded in June 2010 E-Mail Address lorie.lankford@georgetown.org Present Address 113 E.8th Street City, State,Zip Code Georgetown,Tx 78627 Telephone Number (512)930-2562 Fax Number: (512)930-3681 2. Company's Name Pflugerville ISD Name of Contact Mary Rabalais Title of Contact Director of Business Services Agreement Term July 2006-2011,re-awarded in July 2011 E-Mail Address mary.rabalais@pflugervilleisd.net Present Address 1401 W.Pecan Street City, State,Zip Code Pflugerville,Tx 78660 Telephone Number (512)594-0054 Fax Number:(512)594-0051 3. Company's Name Texas Municipal League IEBP Name of Contact Jerry Greer Title of Contact Director of Business Services Agreement Term Awarded contract in 2000 E-Mail Address jerry.greer@tmliebp.org Present Address 1821 Rutherford Lane,Suite 300 City, State, Zip Code Austin,TX 78754 Telephone Number (512)719-6510 Fax Number: (512)719-6509 FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD. Page 73 a s � m _ _ U N sF d < Z y S IT sLLL b N IT O$ �I"ITI O 1,11 M h � } O tlJ ` 8 WN A m o U. C _ w $R g U b ITs �R 7 m0 g FF Tr QO 000 .ao ^ oo 0 vpm $ n,� - oBnmNON QN n. 119 m n m o o s N o a a8 o m m Zr .o w �A 1. N a o N N 8 o eo - K h v o Q - o 0< g - .� n� TIT N N •- - • Nm 0 0 � �- m 0 Q O� �- - O m N m M N Y Z3° ym 8 �� � yy ffi y a ui ` ci v X r 3 3 mN. '� ~ O Lj "J. 81 m a o a w ffi 2 LL � w � �• TI das �OVIGGrvCN ,v000CGGd ooa oN No _ n 0 IT 0 0 TH O n N t0 'T:111' ^ n � M 11 - 1-1 m q nl P m w[ N N ^ v 7 �: 'IT 17-� N W =N � 1.1.1.1to N OF .- !2 O S W - - O n 0 ¢� r m$ O d HTO T MV CNY -1-1], q 10 P - - V t- ^. Q A N N n m � O O 111"'" T111� h - � N W V p ITI q Q O n N A b M Q b • <0 n p N ry ON b TH O •- O Y v N N N - �I m n N n a^ q IL N C Fi C � O - C � F 9q� u 44c 8 w S ' t g E tlg 3 $ Q m E E g x b w E A .F { m i O O O O '� E a12S E 8 w a m x x x x x x x x x x x x x x x ATTACHMENT B:PROPOSED BANKING SERVICE FEES Relationship Summary Felt Mer I Apr May Jun July Aug Sept Oct Nov Avg Mo proposed Service Description 2011 2011 2011 2011 2011 2011 2011 3011 2011 2011 Volume Fes Bart Notes,if applicable Account Reconciliation ARP Pamal Mant-Paper Rots 1 1 I 1 1 1 0 1 1 1 1 0 0000 No paper repots-electronic only ARP Partial Per Paid Item t7 28 30 46 119 68 0 105 50 50 51 0.0200 ARP Full Pita Mant Paper Item 2 2 2 2 2 2 2 2 2 2 2 0.0000 No paper reports-electronic only ARP Full Ppay Input Per item 167 285 172 235 141 106 104 106 117 157 159 0.0300 ARP Partial a Ma.t-PPR Rpt 1 1 1 1 1 1 1 1 1 1 1 200000 ARP Partial Ppay lie. 495 666 632 635 648 $35 596 625 612 601 605 00000 ARP Recon Trans End of Cycle 3 3 3 3 3 3 2 3 3 3 3 50000 Positive Pay Excegmns 0 0 1 0 0 0 0 0 0 0 0 2.0000 ARP Full PPa Maint Paper RPT 0 0 0 0 0 0 0 0 0 0 0 30 0000 Line Nem Adds/.•PWS Maintenance 0 0000 for statement and Recon delivery Line item Added:imageC tura P.7t-.;; Doi information Services Cos"Inf Sys Prem Email Schad KD 0 0 0 0 3 0 1 0 0 0 25.0000 Monthly mans for JP Mogan Access Cash Scheduler Line Nem added.,Cash SchoWdor U—Far 0.0000 Cashpo Inf Sys Subscription Onine 1 1 1 t 1 0 1 1 1 1 0.0000 Cashom Int Sys Prem,IR Maintenance 0 0 0 0 1 0 i 1 0 0 0.0000 Cashom Inf Sysy Rem POR Account 0 0 0 0 11 0 12 12 5_4 15.0000 Cashpno lint Sys Prem POR iTM Stored 2 Month 0 0 0 0 0 1,537 0 2.185 2.392 903 702 0.0500 Cashpm In(Sys Prem CDR Account 0 0 0 0 0 5 0 6 6 2 2 00000 no additional charge for CDR Cashp.In:Sys Prem CDR Item Stored 0 0 0 0 0 836 0 1,171 1,251 486 374 0.0000 no additional charge for CDR Casfrpm Prem Research Item 0 0 0 0 0 2 0 1.303 405 190 190 1.50011 GCS Transaction History 0 0 0 0 0 ol 0 2 0 0 0 0.0000 Drtea Inf Sys Prenous Day Acct t i i 1 11 11 11 ill 0 12 0 9 9 0.0000 Pricing noted in Prem PDR Acct Main above Deed Int Sys Current Day Acct 5 5 5 5 5 51 0 6 0 4 41 0.0000 no adddional charge for Curmwt day Dood Inf Sys Prewous Day Max item 0 0 0 0 0 650 0 847 830 259 259 0.0000 Per IFB No IUD$ Direct W Sys Previom Day SM Item 541 762 754 747 665 163 0 0 0 419 419 0.0000 Per IFB No 12-008 Direcf m/Sys Current Day Std item 373 451 443 399 384 436 0 430 380 366 366 0,0000 Per IFB No 12-008 Cumx M(Sys Previous Day Ezt Item tab 203 232 773 706 29 0 0 0 99 99 00000 Per 1F8 No 12-008 EDI Services Payrnode Consol(E-payaaes)Monthly License 1 1 1 t 1 1 01 1 1 1 TBD Chase otters Order-to-Pay,a dynamic on-demand solution that ve delirs robust functionality in areas of PO tlelivery,.voice aM payment processing and discount management by connecting buyers and supptiss across a secure network.We welcome the opportunity 10 have indepth discussions of your needs and applications and will be happy to provide pricing baud on that statement of MA, Paroode Conschd(E-payables2 Tmnsadion 7,411 8,185 ?,6911 7.571 8.136 7489 0 7,898 7,588 6,9891 896TSD ATTACHMENT B-PROPOSED BANKING SERVICE FEES Relationship Summary Feb Mar Apr I May Jun July Aug Sept 0cl Nov Avg Mo Proposed serviu Osaedptlon 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 Volume Fee Bank Notes,If applicable PaymMe ConsoBd.(E-payables)Return D 3 21 0 1 D 0 01 2 1 i TBO RPO Maintenance 1 1 1 1 i 1 0 1 1 1 1 nta Per—municaaon IFS No.1240 RPO Transaction Prier 6,160 6.327 B 468 6.906 6.605 6.829 0 3,531 1,642 4,447 4.891 nfa Per communication IFS No.12-008 RPO Mam File Support 1 1 1 t 1 1 p 1 1 1 Na Per commumwtion IFB No.12-008 RPO Notification E-Mad 3282 3,345 3577 3.688 761 6.535 0 1.104 1,171 2,348 2.579 Na Per ownmumwlwn lF8 No.12008 Global Arpdce Rec Per Payment 42 41 50 40 46 44 0 45 48 44 40 0.0400 ACH Receiver Services-Based on assumne"n this volume represents on-Ime big payments Per 1F8 No.12-008 Global Advice Recevirg Maintenance 1 1 1 I t 1 0 1 7 1 500000 Lora Nem Added.Reformat 0.0500 Line Item Added:Addenda Received 0.0200 Line Item Add&&,Trans ilssion 3.0000 Line Nem Added:CCCS Pa ant Swcha 0.0500 Line Nem Added.ACH Receiver Services Onetime implementation tee 5250 SalokwpMg 6 Sac.Clearings Salakeeping Account Maintenance 1 1 1 1 1 1 1 1 1 1 1 200.0000 Safekeeping ofAsmts-Re" 61 63 110 58 57 55 55 47 47 54 56 0.0000 S7000 Par VA* 1.000 1,000 1,000 1.000 1,000 1,000 1.000 1,000 1.000 1,000 1.000 00000 Disbursament%(Credit Account) 14 15 191 7 79 18 16 1714 16 15 00000 Deposit Withdrawal 2 4 6 2 0 4 0 3 1 2 2 0.0000 Nest$4.000,000 Pr Value 4600 4,000 4,000 4.000 4.000 4.000 4,000 4,000 4,000 4.000 4,000 0.0000 Ned$5.000.000 Pr VAN 5.000 5.000 5.000 5.000 5.000 5,000 5.000 5,000 5.000 5,000 5600 0,0000 Neat 510.000,000 Pr Value 123.657 141,896 138,801 137.325 140,277 137,392 130,260 124,325 123.421 131.188 132,8541 0.0000 Remota Deposit Sarni— Remote Dep-Acoount Maintenance 1 1 1 1 1 1 1 1 1 1 1 00000 Remote Dep Ck Image Process 9.523 10,213 9,713 10.122 9,874 9,522 9.801 9.741 9.612 9,776 9,790 0.0600 First 500 items free Remole deposit•Item Stora 411.847 455,014 462,792 486249 460,751 463.894 472,528 437.729 470.649 458,469 457,932 0.0000 High Volume Scanner Maireenance 1 1 1 1 1 1 1 1 1 1 1 20 0000 Chase will supply 2 Epson scanners at no diarge Med Volume Scanner Masltenance 2 2 2 2 2 2 2 2 2 2 2 200000 N1ape CD ROM Maintenance 5 —Al 5 4 4 5 4 4 4 5 4 0.0000 CD ROM Per Image 6521 9231 6401 849 869 716 147 815 772 7 51 7321 0.0250 • o ATTACHMENT B:PROPOSED BANKING SERVICE FEES Relationship Summary Fab Mar Apr May Jun July Aug Sept Oct Nov Avg Mo Proposed Service Description 2011 2011 2011 2011 2011 2011 2011 2011 2011 2011 V09 M Fee Bank Notes,If applicable CD ROM Disk 2 2 2 2 2 2 2 2 2 2 2 25.OWO First Disk S25.00 add1 S15.W Image Arch"-90 Days 207 248 231 225 254 247 285 241 231 234 238 0.0200 I e Maintenance-Direct 2 2 2 2 2 2 2 2 2 2 2 0.0000 Image,oMk1e via Payable Web Service I e Retrieval SA Deect 8 27 25 34 32 49 43 41 84 39 38 1,00W S2 00 d is>91 days GCS Transaction History 0 0 1 0 1 O 0 0 0 0 0 0 0000 Miscellaneous Check C 1 1 0 0 0 0 0 0 0 0 0 1$0000 Image Available w+Web at no atldl Charge NonrNationshrp Cust Ck Castled 3 2 2 9 9 9 0 2 2 4 4 00000 Line dam Added:Chase Access Card-Payroll Card Reter to ApperKla 8 for pticelg OACHMENT C: HISTORICAL EARNINGS RATE Bank Name Earnings Credit Rate(ECR) AWK MonthfYear Rate Notes,if applicable IF Jan-11 0.500% Feb-11 0.500% Mar-11 0.500% Apr-11 0.500% May-11 0.500% Jun-11 0.500% Jul-11 0.500% Aug-11 0.500% Sep-11 0.500% Oct-11 0.500% Nov-11 0.400% Dec-11 0.400% 0.48% Interest Bearing Accounts Month/Year Rate Notes,if applicable Jan-11 0.100% Feb-11 0.100% Mar-11 0.100% Apr-11 0.100% May-11 0.100% Jun-11 0.100% Jul-11 0.100% Aug-11 0.100% Sep-11 0.100% Oct-11 0.100% Nov-11 0.100% Dec-11 0.100% 0.10% Money Market Accounts MonthfYear Rate Notes,if applicable Jan-11 0.200% Feb-11 0.200% Mar-11 0.200% Apr-11 0.200% May-11 0.200% Jun-11 0.200% Jul-11 0.200% Rug-11 0.200% Sep-11 0.200% Oct-11 0.170% Nov-11 0.170% Dec-11 0.170% 0.19% Sweep Alternatives) MonthfYear Rate Notes,if applicable Jan-11 0.000% Wafflimm Feb-11 0.000p10 Mar-11 0.000% Apr-11 0.000% May-11 0.000% Jun-11 0.000% Jul-11 0.000% Aug-11 0.000% Sep-11 0.000% Oct-11 0.000% Nov-11 0.000% Dec-11 0.000% 0.00% Page 1 of 1 ATTACHMENT C-1 - End of Day Sweep Rates Bank Name Money Market Funds Rates Gov't Prime US Treas+ Tax-Free 100%US Tr TTF-25 bps (with of floor of 5 bps) MonthNear Rate Rate Rate Rate Rate Rate Jan-11 � �0.040% �0.14% 0.00% 0,03% ��0.00% �� 0.05% Feb-11 0.030% 0.14% 0.00% 0.04% 0.00% 0.05% Mar-11 0.020% 0.13% 0.00% 0.03% 0.00% 0.05% Apr-11 0.010% 0.12% 0.00% 0.03% 0.00% 0.05% May-11 0.010% 0.10% 0.00% 0.01% 0.00% 0.05% Jun-11 0.010% 0.09010 0.00% 0.02% 0.00% 0.05% Jul-11 0.010% 0.08% 0.00% 0.01% 0.00% 0.05% Aug-11 0.010% 0.10% 0.00% 0.01% 0.00% 0.05% Sep-11 0.010% 0.10% 0.00% 0.01% 0.00% 0.05% Oct-11 0.010% 0.09% 0.00% 0.01% 0.00% 0.05% Nov-11 0.010% 0.11% 0.00% 0.01% 0.00% 0.05% Dec-11 0.010% 0.13% 0.01% 0.01% 0.02% 0.05% 0.015% 0.11% 0.00% 0.02% 0.00% 0.05% • • Request for Application 12-008 City of Round Rock, Texas CHASE !i City of Round Rock Proposed Account Structure -- Payroll Account -ZBA Sub •ACH -Positive Pay FOpe ng Account -Partial Recon A Master •CD ROM Reporting ZBA -Pay Card •ACH •Wires _ -Positive Pay 'vault -Accounts Payable -Remote Deposit •ACH Debit Block ZBA Sub -Safekeeping ZBA -Positive Pay -Wires •ACH •ACH Debit Block **We are recommending -CD ROM utilizing a -Partial Recon fully automated End of Day Sweep only during a high interest rate environment ZBA Financial Services Account -ZBA Sub rStandone Accounts: •ACH •Post No Checks rve Funds* •ACH Debit Block titlement •Credit Card Receipts GO Funds* •ACH venue Funds* No Checks* Debit Block We are recommending the following accounts to be incorporated into the Operating Account: Health Claims, Red Light Funds and the Utility 0"' Funds. The City can use Location CHASEP Identifiers on checks and deposit slips for efficient Im reconciliation. • • Request for Application 12-008 City of Round Rock, Texas CHASE !i Appendix 2. AvailabilitySchedule ArLN Availability Schedule Policy The availability of checks deposited is based on the financial institution where the check is drawn and the location where the deposit is made. Please note: • The cutoff for same day ledger credit for deposits delivered directly to a regional processing center is 4:00 p.m. local time. Deposits received after deadline will be posted on the next business day. • Deadlines in this schedule apply to pre-encoded, sorter ready deposits that are delivered directly to the regional processing center. The availability for all other deposits is based on capture time at the regional processing center. • The availability of checks deposited at a branch will be based on the processing time at the check clearing site. The availability of pre-encoded checks deposited at the check processing site will be based on receipt time. • The Federal Reserve banking system does not allow forward processing of any check item over$99,999,999.99. JPMorgan chase will handle any such item as a collection item, with customer credit and availability deferred accordingly. • Availability schedules may be changed without notification. • The information furnished herein by JPMorgan Chase is CONFIDENTIAL and is distributed for the exclusive use in evaluating JP Morgan Chase programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of JP Morgan Chase. AWN A JPMorganChase Company TEXAS(Dallas)AVAILABILITY SCHEDULE Sorted by Transit Routing Number Mar-10 0000-0020,0000-0119,0000.0800 Postal Money Orders 12:00 PM 0 100% 0000.0050,0000.0051 U.S.Treasury Warrants 12:00 PM 0 100% 0000-9000 Savings Bonds 7:30 AM 0 100% 0110 Boston RCPC 9:30 PM 1 95% 0111,0118,0119,0211 Windsor Locks RCPC 2:00 PM 1 95% Select RTs Windsor Locks HDGS 9:30 PM 1 95% 0112,0113,0114,0115 Boston RCPC 2:00 PM 1 95% 0116,0117 NWNE RCPC 2:00 PM 1 95% 0210,0260,0280 East Rutherford RCPC 9:30 PM 1 95% 0212,0214,0219 East Rutherford RCPC 2:00 PM 1 95% Select RTs East Rutherford HDGS 9:30 PM 1 95% 0213,0223 Utica RCPC 2:00 PM 1 95% Select RTs Utica HDGS 9:30 PM 1 95% 0215,0216 East Rutherford Country 9:30 PM 2 100% 0220 Utica RCPC 9:30 PM 1 95% 0310,0360 Philadelphia RCPC 9:30 PM 1 95% 0311,0312,0313,0319 Philadelphia RCPC 2:00 PM 1 95% Select RTs Philadelphia HDGS 9:30 PM 1 95% 0410 Cleveland City 9:30 PM 1 95% 0412 Cleveland RCPC 2:00 PM 1 95% 0420 Cincinnati RCPC 9:30 PM 1 95% 0421,0422,0423 Cincinnati RCPC 2:00 PM 1 95% 0430 Pittsburgh RCPC 9:30 PM 1 95% 0432,0433,0434 Pittsburgh RCPC 2:00 PM 1 95% Select RTs Pittsburgh HDGS 9:30 PM 1 95% 0440 Columbus RCPC 9:30 PM 1 95% 0441,0442 Columbus RCPC 2:00 PM 1 95% 0510 Richmond RCPC 9:30 PM 1 95% 0514 Richmond RCPC 2:00 PM 1 95% 0515 Charleston RCPC 2:00 PM 1 95% 0519 Charleston RCPC 9:30 PM 1 95% 0520 Baltimore RCPC 9:30 PM 1 95% 0521,0522,0540,0550,0560,0570 Baltimore RCPC 2:00 PM 1 95% 0530 Charlotte RCPC 9:30 PM 1 95% 0531 Charlotte RCPC 2:00 PM 1 95% Select RTs Charlotte HDGS 9:30 PM 1 95% 0532 Columbia RCPC 2:00 PM 1 95% 0539 Columbia RCPC 9:30 PM 1 95% 0610 Atlanta RCPC 9:30 PM 1 95% 0611,0612,0613 Atlanta RCPC 2:00 PM 1 95% Select RTs Atlanta HDGS 9:30 PM 1 95% 0620 Birmingham RCPC 9:30 PM 1 95% 0621,0622 Birmingham RCPC 2:00 PM 1 95% 0630 Jacksonville RCPC 9:30 PM 1 95% CONFIDENTIAL A JPMorganChase Company 1 of 3 TX-Dal 401a TEXAS(DatiamAVAILABILITY SCHEDULE Sorted by Transit Routing Number Mar-10 ( �0000-omo,0000-0119,WOO-0800 Postal Money ':U.S.Treasu Warrants � �-_--__--'- ! � '_--� `-.�-�us%_--� 'Savings Bonds � o ' tmom ' .- �---.'_-_-' �#�o _ � _ _ � .m��o��c / � 9:30 PM � � / .�n�/ _ - --- ' / �m 1,wnx�m��om1 | Wind�rLwu���� � 2:00 PM ! � � _ � esm . - --_ --` _-_-_ -' _ - .Selec«Krs 9:30 PM i � 95% ''--- ----- � � - '--------' i--'-----� �-' ----� � --------- :0112,0113,0114,0115 Boston RCK _ |___ 1 � �__ 95% __� 2:00 PM 95%:0210,0260,0280 East Rutherford RCK � � _9:30 PM �_ -----'---:0212, - ��� ---'-'---- � � � ! nmm _ �_----_-_-- ^_--_-_ -- ;;Select M :East Rutherford HOGS 9:30 PM sym :0213,0223 RCPC 'Utica���_ ^~~'~ ' | � � nsm S��x�� ! Utica Moao p�opm . . �c�tmu�e��doom�y / 9;30 PM ! ! a 100m ' - -_ _- _ - - -_-_- � - :Utica RCPC 9:30 PM !_-_._--_-- x�1m usam 9:30 PM . � ' � nmu ____, 3,0mn 2:00 PM / i v . nsm � �se���� ' ' i 9:30 PM | v 95%c�.�'__ _-_---�-_--'-_-' ----' ;Philadelphia�����������- -_ ----�---' �-'---� '-- -� `----- - -' 'Cleveland 9:30 PM ! ' 1 nsm .0412 . _ .Cleveland_RCK , �_ 2:00 PM � 1 � 95% n*oo � ctnc�nm�mcpc � ' 9:30 PM � � � � nsm ' -'- � . ''----------� i-- '-- - � - - - � 0421,0422,0423 i � | 2:00 PM ! L v . ns% '- _ -----_ ' ' . ---'- - - - � mcpc � 9:30 PM ' . � . vym � .� �� ` --'� - ' - .'-._---' - --- . � 1 04n,0433, - � Pittsburgh �oo�w esmSel >---------� �------'--� � 9:30 PM 95%.. ��n�n����� 9:30 PM ' x ' 95% . . 60441, 0u� 2:00 PM ' | 1 . nsm ' ' .0510 .Richmond RCPC-'�- _ _ 9:30 PM _� «___ -95% _ |Richmond RCPc ' � 2:00 PM / / 1 . ' ns% � �--------'� '---i ' '-------'---� �'-------' 10515 Charleston � 2:00 PM � 1 95o -- �- �- - .0519 Charleston RCK ' � 9:30 PM ` ' ps% -0520 :Baltimore RCK ' 9:30 PM ' 1 ' nsm iO521,0522,0540,0350,0560, aumM� ' ' � ' 95m � . � �_-------_� :0530 � � 9:30 PM ' � 1 nsm - - - ! - -- �053 �chwrlot�Kcw� 2:00 PM � 1 � ys% '_-- :,Select RTs Charlotte HOGS 9:30 PM ' ' 1 n�/ -' --- � ' --� --'--' - - ! - - ' --' 10532 ' tnlumhiamCPC 2:00 PM nsm - - LO539 'Columbia � 9:30pm | / I ' 95%------'--- -' | ----------'' '--- v--'--� --- ewm-- -- !0610 'Atlanta RCK 'Atlanta --'---------� �-----'-'--� -- ---�- 2:00 PM � . ps� _ /'.--'_--_ ;Select RTs Atlanta HOGS 9:30 PM o ns% ..........---_-_____-_-_-� �_'-__'--- � 9:30 PM . 1 � *5W '0621,0622 } 'Birmingham RCK _ 2:00 PM i___ � � 95% ! Jacksonville ncKn:3onw 95%'----'------- '-----------' ---------- -' ------''---' �-------- — ---- -- • TEXAS (Dallas)AVAILABILITY SCHEDULE Sorted by Transit Routing Number Mar-10 TRANSIT ROUTING NWABER(S) 0631,0632 Jacksonville RCPC 2:00 PM 1 95% 0640 Nashville RCPC 9:30 PM 1 95% 0641,0642 Nashville RCPC 2:00 PM 1 95% 0650 New Orleans RCPC 9:30 PM 1 95% 0651,0652,0653,0654,0655 New Orleans RCPC 6:30 PM 1 95% 0660 Miami RCPC 9:30 PM 1 95% 0670 Miami RCPC 2:00 PM 1 95% 0710 Chicago RCPC 9:30 PM 1 95% 0711,0712,0719 Chicago RCPC 2:00 PM 1 95% Select RTs Chicago HDGS 9:30 PM 1 95% 0720 Detroit RCPC 9:30 PM 1 95% 0724 Detroit RCPC 2:00 PM 1 95% Select RT Detroit HDGS 9:30 PM 1 95% 0730 Des Moines RCPC 9:30 PM 1 95% 0730-0017,0730.0022,0730-0054 Des Moines Select RCPC 3:30 AM 0 95% 0739 Des Moines RCPC 2:00 PM 1 95% 0740 Indianapolis RCPC 9:30 PM 1 95% 0749 Indianapolis RCPC 2:00 PM 1 95% 0750 Milwaukee RCPC 9:30 PM 1 95% 0759 Milwaukee RCPC 2:00 PM 1 95% 0810 St. Louis RCPC 9:30 PM 1 95% 0812,0815,0865 St. Louis Country 6:30 PM 1 95% Select RTS St. Louis HDGS 9:30 PM 1 95% 0813,0839,0863 Louisville RCPC 2:00 PM 1 95% 0819 St. Louis RCPC 2:00 PM 1 95% 0820 Little Rock RCPC 9:30 PM 1 95% 0829 Little Rock RCPC 6:30 PM 1 95% 0830 Louisville RCPC 9:30 PM 1 95% 0840 Memphis RCPC 9:30 PM 1 95% 0841,0842,0843 Memphis RCPC 6:30 PM 1 95% 0910,0960 Minneapolis RCPC 9:30 PM 1 95% 0911,0912,0913,0914,0915 Minneapolis Country 3:30 AM 1 95% 0918,0919 Minneapolis RCPC 2:00 PM 1 95% 0920 Helena RCPC 9:30 PM 1 95% 0921 Helena Country 6:30 PM 2 100% 0929 Helena RCPC 6:30 PM 2 100% 1010 Kansas City RCPC 9:30 PM 1 95% 1011, 1012,1019 Kansas City Country 3:30 AM 1 95% 1020 Denver RCPC 9:30 PM 1 95% 1021, 1022, 1023 Denver Country 3:30 AM 1 95% 1030 Oklahoma RCPC 9:30 PM 1 95% 1031 Oklahoma Country 6:30 PM 1 95% 1039 Oklahoma RCPC 9:30 PM 1 95% 1040 Omaha RCPC 9:30 PM 1 95% 1049 Omaha RCPC 2:00 PM 1 95% CONFIDENTIAL A JPMorganChase Company 2 of 3 TX-Dal 401a TEXAS (Dallas)AVAILABILITY SCHEDULE Sorted by Transit Routing Number Mar-10 ,TRANSIT ROUTING NUMBER(S) Select RTs Omaha HDGS 9:30 PM 1 95% 1070 Denver RCPC 6:30 PM 1 95% 1110 Dallas RCPC 7:30 AM 0 100% 1110.0001,0002,0075,0077,0094,0096,0098, 0103,0115,0396,0431,0793,0971, 1017,1361, 1585,1729,2159,1113.0087,0090,0093,0094, 0148,0235,0352,0436,0437,0584,0636,0819, 1034, 1236,1461,2256,2269, 1119-0010,0023, 0062,0065,0067,0071, 0167,0364,0457,0744, 0919,0969, 1112, 1146, 1384,1405, 1423,1473, 1480, 1522,1592, 1609, 1710,2186,2276,2294, 1120.0015, 1123-2260, 1130-0001,0002,0060, 0098,0126,0144,0294,0312,0500,0501,0635, Statewide Clearinghouse 12:00 PM 0 100% 1054,1135, 1433, 1482, 1496, 1578, 1598,1625, 1787,2307,1131.0004,0059,0257,0291,0667, 2287,2387, 1140-0001,0008,0009,0071,0077, 0079,0081,0085,0086, 1614, 1712, 1149-0032, 0234,0289,0391,0411,0459,0470,0930, 1008, 1228, 1271,2093,2117,2149,2165,2180,2377, 1163.0389, 1013,1046, 1465,2293,3110-7314, 9312,3119.9323,3130.7376,9301,3140-7298, 3149-7447 1111, 1119 Dallas RCPC 12:00 AM 0 100% 1113-0088,0113, 1119-0075,0123,0130,0155, 0390,0760,0963, 1055, 1474, 1635, 1696,1714, Dallas Select RCPC 3:30 AM 0 100% 1917,3119-7223 1113 Dallas Country 9:30 PM 1 100% 1113-0088,0112,0731, 1131, 1694,2258,2299 West Texas Selects 3:30 AM 0 100% 1120 Et Paso RCPC 3:30 AM 0 100% 1122,1123,1163 El Paso RCPC 6:30 PM 1 100% 1130 Houston RCPC 3:30 AM 0 100% 1131 Houston RCPC 9:30 PM 1 100% 1140 San Antonio RCPC 3:30 AM 0 100% 1149 San Antonio RCPC 9:30 PM 1 100% 1210 San Francisco RCPC 6:30 PM 1 95% 1211, 1212, 1213 San Francisco RCPC 6:30 PM 1 95% 1214 San Francisco Country 6:30 PM 2 100% 1220, 1223 Los Angeles RCPC 9:30 PM 1 95% 1221, 1222,1224 Los Angeles RCPC 6:00 PM 1 95% 1230 Portland RCPC 9:30 PM 1 95% 1231, 1232, 1233 Portland RCPC 2:00 PM 1 95% 1240 Salt Lake RCPC 9:30 PM 1 95% 1241, 1242,1243 Salt Lake RCPC 2:00 PM 1 95% 1250 Seattle RCPC 9:30 PM 1 95% 1251, 1252 Seattle RCPC 2:00 PM 2 100% 8000 Travelers Checks 9:30 PM 1 95% 0654-0013, 1030-0064, 1110.0061, 1119-9377, On Us 9:30 PM 0 100% 1130.0060 CONFIDENTIAL A JPMorganChase Company 3 of 3 Tx-Dat 401a TEXAS(Dallas)AVAILABILITY SCHEDULE Sorted by Transit Routing Number Mar-10 ME ins 'Select RTs i 'Omaha HDGS 9:30 PM 95% 11070 !Denver RCPC 6:30 PM j 95% :1110 Dallas RCPC 7:30 AM 0 100% I I 10-OWI,0002,0075,0077,0094,0096,0098, 0103,0115,0396,0431,0793,0971,1017,1361, ;1585,1729,2159,1113-0087,0090,0093,OD94, 101 48,0235,0352,0436,0437,0584,0636,0819, '1034, 2256,2269,1119-0010,0023 T74 0062,0063,0067,0071, 0167,0364,;Z;7, .0919,0969,1112,1146,1384,1405,1423,1473, 1480,1522,1592,1609,1710,2186.2276,2294, 1120.0015,1123-2260,1130-0001,0002,0060, ;0098,0126,0144,0294,0312,0500,0501,0635, Statewide Clearinghouse 12:00 PM 0 100% 1054,1135,1433,1482,1496,1578,1598,1625, j1787,2307,1131-0004,0059,0257,0291,0667, :2287,2387,1140-0001,0008,0009,0071,0077, W79,0081,0085,0086,1614,1712,1149-0032, 0234,0289,0391,0411,0459,0470,0930,1008, 11228,1271,2093,2117,2149,2165,2180,2377, A 163-0389,1013,1046,1465,2293,3110-7314, -9312,3119-9323,3130-7376,9301,3140-7298, ;3149-7447 1111,1119 Dallas RCPC 12:00 AM 0 100% 1113-0088,0113,1119-0075,0123,0130,0155, .0390,0760,0%3,1055,1474,1635,1696,1714, Dallas Select RCPC 3:30 AM 0 100% 1917,3119-7223 .1113 Dallas Country 9:30 PM 100% 1113-0088,0112,0731,1131, 1694,2258,2299 West Texas Selects 3:30 AM 0 100% 1120 Et Paso RCPC 3:30 AM 0 100% ;1122,1123,1163 .... El Paso RCPC 6:30 PM 100% 1130 Houston RCPC 3:30 AM 0 100% •1131 Houston RCPC 9:30 PM 100% ,;1140 !San Antonio RCPC 3:30 AM 0 100% 11149 i -San Antonio RCPC 9:30 PM 1210 'San Francisco RCPC 6:30 PM 95% 1211,1212,1213 !San Francisco RCPC 6:30 PM 95% 11214 San Francisco Country 6:30 PM 2 100% 11220,1223 'Los Angeles RCPC 9:30 PM 95% 1221,1222,1224 Los Angeles RCPC 6:00 PM 95% :1230 Portland RCPC 9:30 PM 95% 1231,1232,1233 Portland RCPC 2:00 PM 95% 1240 Salt Lake RCPC 9:30 PM 1 95% 1241,1242,1243 :Salt Lake RCPC 7-00 PM 1 95% 1250 Seattle RCPC 9:30 PM 1 95% 1251,1252 Seattle RCPC 2:00 PM 2 100% .8000 Travelers Checks 9:30 PM 95% :0654-=3,1030-0064,1110-M1,1119-9377, 1 '1130-0060 :On Us 9:30 PM 0 10D% CONFIDENTIAL A JPMorganChase Company 3 of 3 TX-Dal 401a Request for Application 12-008 CHAS i City of Round Rock, Texas CHASE .� JPMORGAN CHASE &.CO. . Rllscann McSurley �•I.lna�in�, I�ircit��r 1k2,1d iii (>Uslll.sti (�Ctill!CI1C'.' RE:IPMorgan Chase's program to assure continuity of business operations and services Dear Valued Customer, JPMorgan Chase(JPMC)is committed to providing the highest level of uninterrupted service to our customers and clients and has developed a rigorous program to do so. We are committed to meeting our legal and regulatory obligations in each of the jurisdictions where we do business,as well as to maintaining the highest standards of resiliency at all times during our daily practices. Our Global Business Resiliency(GBR)program is designed to provide an integrated firm-wide resiliency program aligned to our business strategy and principles and the requirements of our customers and clients globally.We do this by: - Providing continuity of client and customer services while protecting the firm's employees and assets; - Engaging senior management on all aspects of the program including determining the resiliency risk appetite,strategy,leadership and program oversight; Proactively managing resiliency risk,ensuring adequate mitigation and controls exist; - Maintaining legal and regulatory compliance globally, - Developing and maintaining resiliency plans based on impact analysis and criticality,and - Helping employees understand their role in a recovery scenario and undertake validation tests and exercises for all critical functions and locations. The information below provides details about the key aspects of our program. Regulation and Compliance: Our GBR policies and standards establish rules for resiliency planning,response and recovery across the firm. - The program is managed by a firm-wide GBR Board,comprised of Senior Management of each line of business as well as JPMC corporate functions; - The program is reviewed and approved by the Audit Committee of the Board of Directors of JPMC on an annual basis; - Our GBR program is subject to risk-based examinations by JPMC Internal Auditors;and - The program is subject to regular inspection by regulatory authorities,including the US Office of the Comptroller of the Currency(OCC),The Federal Reserve Board(FBR),The UK Financial Services Authority(FSA),and other national regulatory authorities. Crisis Management Processes: A robust crisis management process is in place to ensure efficient,effective and timely response to Incidents of varying severity and types. - A firm-wide notification tool is used internally to communicate in crises;escalation processes are in place and are routinely tested;and - Post event reviews are undertaken to ensure event management procedures and resiliency capabilities are continually enhanced. 1 JPMORGAN CHASE &CO. P.oseanii rvlcso!-leyJ Managing Director Global Flead of Business Resiliency RE:JPMorgan Chase's program to assure continuity of business operations and services Dear Valued Customer, JPMorgan Chase(JPMC)is committed to providing the highest level of uninterrupted service to our customers and clients and has developed a rigorous program to do so. We are committed to meeting our legal and regulatory obligations in each of the jurisdictions where we do business,as well as to maintaining the highest standards of resiliency at all times during our daily practices. Our Global Business Resiliency(GBR)program is designed to provide an integrated firm-wide resiliency program aligned to our business strategy and principles and the requirements of our customers and clients globally.We do this by: - Providing continuity of client and customer services while protecting the firm's employees and assets; - Engaging senior management on all aspects of the program including determining the resiliency risk appetite,strategy,leadership and program oversight; - Proactively managing resiliency risk,ensuring adequate mitigation and controls exist; Maintaining legal and regulatory compliance globally; • Developing and maintaining resiliency plans based on impact analysis and criticality,and Helping employees understand their role in a recovery scenario and undertake validation tests and exercises for all critical functions and locations. The information below provides details about the key aspects of our program. Regulation and Compliance: Our GBR policies and standards establish rules for resiliency planning,response and recovery across the firm. - The program is managed by a firm-wide GBR Board,comprised of Senior Management of each line of business as well as JPMC corporate functions; - The program is reviewed and approved by the Audit Committee of the Board of Directors of JPMC on an annual basis; - Our GBR program is subject to risk-based examinations by JPMC Internal Auditors;and - The program is subject to regular inspection by regulatory authorities,including the US Office of the Comptroller of the Currency(OCC),The Federal Reserve Board(FBR),The UK Financial Services Authority(FSA),and other national regulatory authorities. Crisis Management Processes: A robust crisis management process is in place to ensure efficient,effective and timely response to incidents of varying severity and types. A firm-wide notification tool is used internally to communicate in crises;escalation processes are In place and are routinely tested;and Post event reviews are undertaken to ensure event management procedures and resiliency capabilities are continually enhanced. f 1 JPMORGAN CHASE &CO. Ituseann N`IcSurley i1irCi to!, ( •I,.. iii ,.a ;�, :r i!:.-; L�•sil`�n; Resiliency Planning: Managers throughout the firm develop and maintain resiliency plans as part of the GBR program. - Annually,impact analysis are performed to determine and confirm the relative criticality of processes; All businesses develop recovery plans,based on their business impact analysis and risk assessments,addressing business,operations,and technology components(including critical services provided by third parties); - Quality assurance reviews and audit assessments are undertaken and where appropriate corrective measures implemented;and - Senior management approves resiliency plans annually. Testing and Exercising: The firm employs a'risk-based testing'model,ensuring that various scenarios are used,on a regular basis,to confirm the effectiveness of the recovery program in different incident types. - Tests include tabletop simulations,simulated outages and full-scale disaster recovery and work- transfer exercises;and - Test results are communicated to the firm's senior management for all business and technology functions in all critical locations. Special Contingencies: Plans address high-level absenteeism events,including pandemic and severe weather. - JPMC businesses have incorporated special contingency events into their resiliency planning, and, - The firm has participated in several market-wide and regulatory exercises and responded effectively to the 2009 influenza pandemic and 2003 SARS outbreak. I sincerely hope that this letter answers your questions about our program to safeguard our operations and services. We value the relationships we have built with our customers and we strive to maintain and enhance those relationships every day. Should you have any questions regarding this letter,or our GBR program in general,please contact your JPMC representative. Thank you for your continued confidence in JPMorgan Chase. Roseann McSorley Global Head of Business Resiliency,JPMorgan Chase&Co. 2 f Resiliency Suinniary June 2011 4 G o The information contained in this document is confidential and proprietary to JPMorgan Chase&Co. The business resiliency plans of JPMorgan Chase & Co. are subject to change without notice and do not guarantee that for every disaster or business disruption: (i) such plans will be successfully implemented; or (ii) such plans, if �- implemented, will be sufficient and appropriate to avoid, deter or mitigate the disaster or business disruption. O 2011 JPMorgan Chase&Co. All rights reserved. r v J . P • BusinessServices • • • Resiliency Summary June 2011 a H z LU z o The information contained in this document is confidential and proprietary to JPMorgan Chase&Co. z The business resiliency pians of JPMorgan Chase & Co. are subject to change a without notice and do not guarantee that for every disaster or business disruption: (i) such plans will be successfully implemented; or (ii) such plans, if a implemented, will be sufficient and appropriate to avoid, deter or mitigate the > disaster or business disruption. c ©2011 JPMorgan Chase&Co. All rights reserved. a r J F- U �_ CONFIDENTIAL Business Resiliency Planning Recovering from or even avoiding a service disruption, whether a component failure or a full- scale disaster, depends on a comprehensive and effective contingency and business recovery planning process combined with experienced people to execute the plan. J.P. Morgan's business resiliency plans address all parts of the business — including employees, facilities, systems, telecommunications, third parties, and clients. Our business resiliency plans are living documents that are updated on an ongoing basis to incorporate lessons learned and tested regularly to validate the effectiveness and completeness of the plans. Business Resiliency plans are classified as "company confidential" and cannot be disclosed or shared with external entities. For informational purposes, this document provides an overview of the Business Resiliency planning, testing and implementation approach in place for J.P. Morgan's Treasury&Securities Services line of business. J.P. Morgan uses an integrated Business Resiliency strategy that addresses both the disaster recovery and business continuity planning required to resume operations from a disruption and provide for continuing operations over the course of a business interruption lasting up to 30 days. J.P. Morgan's firm-wide Business Resiliency program complies with all applicable guidelines from The U.S. Office of the Comptroller of the Currency (OCC), the U.S. Federal Financial Institutions Examination Council (FFIEC) and the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System. There are approximately 100 guidetines worldwide for resiliency and our Corporate policies and LOB guidelines were documented to account for the various global regulations and are subject to country audits. Recovery strategies and plans are documented to account for the worst-case scenario, involving loss of life and widespread geographic interruption. The firm's Treasury & Securities Services line of business maintains a dedicated staff responsible for providing Business Resiliency services to all business units. The BR professionals provide governance, oversight and compliance functions for business and technology subject matter experts. The team is responsible for ensuring that corporate, regulatory and country-specific requirements are met. Disaster recovery strategies and plans (also known as information technology recovery plans) address the recovery of critical systems and applications from an interruption to normal processing cycles. A full range of technical solutions are used, with the specific technologies applied to each application/function depending on the criticality and recovery time objective of the specific application. J.P. Morgan data centers C support a wide range of technology to provide high availability environments and alternate site ZE recovery capabilities, including disk mirroring, clustering, geographically dispersed systems, and offsite tape backups,depending on the criticality and recovery window of the application(s). r Documented business continuity strategies and plans address the recovery of functions and/or people to one or more viable alternate recovery sites. When similar processes utilizing like systems are performed at multiple locations, the use of a sister site or distributed operating model is generally the preferred recovery approach. A sister site is defined as a facility that performs like processes, using similar systems and equipment, and where local management possesses expertise on the processes to be recovered at that location. In situations where only JTMory^� 1 • • CONFIDENTIAL workspace or access to remote applications is required, other J.P. Morgan locations outside the production site zone are the preferred approach. Plan Development J.P. Morgan uses a formal Business Impact Analysis(BIA) process and a standard tool to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Analyst works with the business unit staff to conduct this assessment. The BIA measures the potential impact of disruption to clients, as well as legal, regulatory and financial impact to the firm if the business process is not able to function. The business unit then establishes a recovery window for processes and supporting infrastructure. The recovery window range begins with intraday recovery and extends out based on the criticality and time- sensitivity of the process. Output from the BIA is used to define and develop a preferred recovery strategy consistent with the specified recovery window. Standardized methodologies, templates and tools provide consistent reporting mechanisms, helping to ensure that the selected strategy and the detailed plan address all relevant aspects of the FFIEG guidelines. All business continuity plans are required to incorporate and satisfy specific critical elements, including: • Recovery Strategy . Employee Call Tree . Customers/Third Parties • Recovery Time Objective . Damage Assessment . Equipment/Software • Emergency Notification • Recovery Procedures . Telecommunications • Work-in-process Assessment Risk assessment and recovery site selection includes evaluation of sites that will not likely be impacted by the same event considering regional geography and critical infrastructure that supports the process. In many cases, alternate J.P. Morgan locations or sister sites are the primary recovery site. Select business units have established hot site locations for business and technology recovery while others have contracts with third party vendors to provide and support business and systems recovery. Where applicable, business resiliency plans reference command centers, assembly sites, offsite storage and recovery sites. A formal process to document and approve recovery sites is in place to help avoid the potential double-booking or business unit overlap at recovery sites. Additionally, support groups, such as Real Estate and Desktop Support, ensure recovery sites can be utilized effectively at the time of an interruption and that plans are established to provide z required infrastructure within allowable timeframes. a Testing, Training and Education All plans must comply with the firms' corporate Risk Based Testing policy and test cycle. Each resiliency plan is tested annually. Exercises can include: . Notification Procedures: Assure the accuracy and completeness of call tree information is maintained through organizational changes. • Walkthrough: Familiarize the business unit or support group staff with the plan and their role in its execution. This validates that the resiliency plan incorporates all critical processes and helps to identify gaps or other weaknesses requiring remediation. ■ Simulation/Table Top Testing: Validate and share assumptions, including those related to dependencies, and the ability of support groups, third parties, and other vendors to provide support. A scenario-based test is an interactive session where participants are J P.MorEv 2 CONFIDENTIAL workspace or access to remote applications is required, other J.P. Morgan locations outside the production site zone are the preferred approach. Plan Development J.P. Morgan uses a formal Business Impact Analysis(BIA) process and a standard tool to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Analyst works with the business unit staff to conduct this assessment. The BIA measures the potential impact of disruption to clients, as well as legal, regulatory and financial Impact to the firm If the business process Is not able to function. The business unit then establishes a recovery window for processes and supporting infrastructure. The recovery window range begins with intraday recovery and extends out based on the criticality and time- sensitivity of the process. Output from the BIA is used to define and develop a preferred recovery strategy consistent with the specified recovery window. Standardized methodologies, templates and toots provide consistent reporting mechanisms, helping to ensure that the selected strategy and-the detailed plan address all relevant aspects of the FFIEC guidelines. All business continuity plans are required to incorporate and satisfy specific critical elements,including: • Recovery Strategy • Employee Call Tree • Customers/Third Parties • Recovery Time Objective • Damage Assessment • Equipment/Software • Emergency Notification • Recovery Procedures • Telecommunications Work-in-process Assessment Risk assessment and recovery site selection includes evaluation of sites that will not likely be Impacted by the same event considering regional geography and critical infrastructure that r supports the process. In many cases, alternate J.P. Morgan locations or sister sites are the primary recovery site. Select business units have established hot site locations for business and technology recovery while others have contracts with third party vendors to provide and support business and systems recovery. Where applicable, business resiliency plans reference command centers, assembly sites, offsite storage and recovery sites. A formal process to document and approve recovery sites is in place to help avoid the potential double-booking or business unit overlap at recovery sites. Additionally, support groups, such as Real Estate and Desktop Support, ensure recovery sites can be utilized effectively at the time of an interruption and that plans are established to provide Z required infrastructure within allowable timeframes. a Testing, Training and Education 0 All plans must comply with the firms' corporate Risk Based Testing policy and test cycle. Each resiliency plan is tested annually. Exercises can Include: a e Notification Procedures: Assure the accuracy and completeness of call tree information Is maintained through organizational changes. Y Walkthrough: Familiarize the business unit or support group staff with the plan and their role in its execution. This validates that the resiliency plan incorporates all critical U_ processes and helps to identify gaps or other weaknesses requiring remediation. '^ C Simulation/Table Top Testing: Validate and share assumptions, including those related Z to dependencies, and the ability of support groups, third parties, and other vendors to provide support. A scenario-based test is an interactive session where participants are J JP.Morge 2 CONFIDENTIAL presented with an incident and need to make decision in order to overcome a problem or situation. Full Physical: Validate the ability to recover business units, processes, applications, and infrastructure within the established recovery time objective without dependency on the primary location. Location: Assure resiliency readiness at the site-level to recover from a range of scenarios, including full loss of site and validate the ability to recover all processes and technology with RTOs of 2 through 72 within recovery time objectives. Resiliency plans supporting critical business processes are updated annually or when there are significant changes in the environment. Plan maintenance sessions are typically a formal review of all aspects of the resiliency plan and updates are made as necessary. Where applicable, we educate each shift of the general employee population on how to respond to an event at their facility, in addition to the employees that will be directly involved with a recovery effort. In addition, J.P. Morgan has a formal, centrally managed, assessment process to evaluate the adequacy of security, disaster recovery and business continuity controls in place at critical third parties. A critical third party is an external entity, which provides a product or service that has client, revenue, regulatory or reputational impact to J.P. Morgan. Business Resiliency plans are subject to reviews by J.P. Morgan's Internal Audit Department and the Global Business Resiliency group, which acts as the firm's governing body for Business APIK Resiliency measures. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, Risk Management and division executive for review. Event Management, Escalation and Response J.P. Morgan has regional crisis management teams in place to address emerging risks and respond to actual recovery issues. Within each line of business, a crisis management framework is in place to manage business units and customers through a potential or actual business interruption event. This process is tested on a regular basis and has been successfully used to manage through a multitude of planned and unplanned events including hurricanes, floods, snowstorms, terrorist attacks, technology interruptions and power outages. The following areas are addressed: Notification of employees and activation of the plan 4 a Damage assessment of facility, technology and work-in-progress • Evaluation and impact of established service level agreements a Communication with key support providers and customers — r Recovery of work-in-progress ® Recovery site activation ■ Impact On support groups and interdependent processes a Movement of work and people a Business unit and technology recovery ® Restoration of the process back to the original production location J J P.Morv^s CONFIDENTIAL J.P. Morgan is a large, geographically dispersed financial institution with the ability to manage complex events. Automated notification tools, e-mail, instant messaging, and teleconference bridge lines are used to communicate and coordinate activities across all business units and support groups. In an actual business disruption, it can be critical to determine accurately the extent of damage and the resources required to resume and maintain operations. Damage Assessment is comprised of three components, coordinated by groups knowledgeable in their established discipline: the Facilities and Critical Infrastructure Group evaluates the facility and select supporting infrastructure; business unit management evaluates the impact of in-progress and expected workload and determines the appropriate level of response; Global Technology Infrastructure evaluates the impact on electronic equipment, including computers, network and servers. Within each line of business at each location, a senior individual is appointed to represent the business at the J.P. Morgan's firm-wide Crisis Command Center. In the event of a business disruption, J.P. Morgan will activate the Command Center in order to determine the scope of the disruption, the effect on the business and on our clients. When activated, the Crisis Command Center is staffed 24 hours a day with senior representatives from Facilities, Security, Technology, Infrastructure, Risk Management, Legal/Compliance, Insurance, Audit, Human Resources, Corporate Communications/Marketing, Finance and each line of business. To keep clients informed during a business disruption J.P. Morgan relies on both written and verbal communications. We provide clients with regular updates summarizing the status of the situation and the impact to clients. Depending on the nature of the disruption and the number of clients impacted, the firm may use direct telephone calls, conference calls, e-mails, faxes, recorded messages, and other means to disseminate information. When applicable, communications may include contact information for those areas operating at contingency locations. Minimizing Likelihood and Extent of A Disruption J.P. Morgan's extensive global footprint provides built-in redundancy for many core processing, operations and service delivery functions. J.P. Morgan has strategically located data centers and operation centers throughout the world. This geographic distribution helps to reduce the impact of a local disruption on our business. Each location has at least one defined and tested recovery site with connectivity to applications and a tested plan for relocating to the alternate site and resuming business. a Further minimizing the likelihood of a full-scale business disruption, J.P. Morgan's data centers and data storage procedures have been designed to minimize the likelihood of a disruption in the event of a disaster, as described below. a Data centers have on-site backup processing resources to address local equipment issues. a Data centers and major operations facilities are designed to receive electrical power from dual utility feeds, multiple redundant Uninterruptible Power Supply (UPS) protection, and redundant on-site generators. Buildings feature stringent physical - security, using highly sophisticated systems to prevent against and detect fire, smoke, J P.Morv^4 CONFIDENTIAL J.P. Morgan is a large, geographically dispersed financial institution with the ability to manage complex events. Automated notification tools, e-mail, instant messaging, and teleconference bridge lines are used to communicate and coordinate activities across all business units and support groups. In an actual business disruption, It can be critical to determine accurately the extent of damage and the resources required to resume and maintain operations. Damage Assessment is comprised of three components, coordinated by groups knowledgeable in their established discipline: the Facilities and Critical Infrastructure Group evaluates the facility and select supporting infrastructure; business unit management evaluates the impact of in-progress and expected workload and determines the appropriate level of response; Global Technology Infrastructure evaluates the impact on electronic equipment, including computers, network and servers. Within each line of business at each location, a senior individual is appointed to represent the business at the J.P. Morgan's firm-wide Crisis Command Center. In the event of a business disruption,J.P. Morgan will activate the Command Center in order to determine the scope of the disruption, the effect on the business and on our clients. When activated, the Crisis Command Center is staffed 24 hours a day with senior representatives from Facilities, Security, Technology, Infrastructure, Risk Management, Legal/Compliance, Insurance, Audit, Human Resources,Corporate Communications/Marketing, Finance and each line of business. To keep clients informed during a business disruption J.P. Morgan relies on both written and verbal communications. We provide clients with regular updates summarizing the status of the situation and the impact to clients. Depending on the nature of the disruption and the number of clients impacted, the firm may use direct telephone calls, conference calls, e-mails, faxes, recorded messages, and other means to disseminate information. When applicable, communications may include contact information for those areas operating at contingency locations. Minimizing Likelihood and Extent of A Disruption J.P. Morgan's extensive global footprint provides built-in redundancy for many core processing, operations and service delivery functions. J.P. Morgan has strategically located data centers and operation centers throughout the world. This geographic distribution helps to reduce the Impact of a local disruption on our business. Each location has at least one defined and tested Z recovery site with connectivity to applications and a tested plan for relocating to the alternate site Q and resuming business. ac 0 Further minimizing the likelihood of a full-scale business disruption, J.P. Morgan's data centers 0. and data storage procedures have been designed to minimize the likelihood of a disruption in the event of a disaster, as described below. a Data centers have on-site backup processing resources to address local equipment 0 issues. U. Y Data centers and major operations facilities are designed to receive electrical power Z from dual utility feeds, multiple redundant Uninterruptible Power Supply (UPS) 0 protection, and redundant on-site generators. Buildings feature stringent physical - security, using highly sophisticated systems to prevent against and detect fire, smoke, J 0 JP.Morv^a CONFIDENTIAL water and intrusion. These measures help to reduce the risk and minimize the consequences of these events. Each building is secured at the main entrance, requiring electronic ID cards for access. In addition, a trained and equipped security staff provides 24-hour coverage. In major facilities, telephone service is delivered from two separate switching stations and delivered to the building so that an interruption to one of the switching stations would not affect the entire building's workspace. J.P. Morgan maintains a proprietary telecommunications network across our global operating facilities and data centers, which is designed to maintain communications in the event of a disaster. We have redundant components for each connection (e.g., routers, switches, etc.) which allow us to immediately correct device failures. We have configured our network with multiple diversely routed paths that allow us to re-direct traffic in the event of a disruption. This enables us to revert to additional options in the event of a provider outage. Wide-scale Staff Disruption (including Pandemic Preparedness) Based on the World Health Organization's pandemic model, J.P. Morgan has prepared a process for creating layers of defense to prevent virus transmission and a work-around for the possibility of mass employee absenteeism. Our plans not only address a pandemic situation but would serve us for other wide-scale staff disruptions. Planning incorporates preparedness and expertise from all areas of the firm. Consideration has been given to the unavailability of the workforce or closing of locations over extended periods of time. J.P. Morgan will exercise commercially reasonable efforts to ensure that the firm will meet its obligations to you and to all of our customers. c J P.M©rg^ • • Request for Application 12-008 'M City of Round Rock, Texas CHAS �' Chase Branch List ChaseBanking Centers CITY OF ROUND ROCK, 135 and Hwy 79 1111 N IH 35 At Hwy 79,Round Rock,TX 78664 w �i 512-244-8550 M-F=7:00 AM–6:00 PM; Sat 9:00 AM–3:00 PM; Sun Closed M-F=9:00 AM–6:00 PM; Sat 9:00 AM–3:00 PM; Sun Closed ------------- Take _-__-^_—Take Hwy 79 exit off 1-35.NE comer of Hwy 79 and 1-35 Frontage Rd. Chase Banking Centers CITY OF ROUND i 'f 135 and Sam Bass a 920 N IH 35, Round Rock,TX 78681 512-246-5005 i M-F=7:00 AM–6:00 PM; Sat 9:00 AM–3,00 PM; Sun Closed M-F=9:00 AM–6:00 PM; Sat 9:00 AM–3:00 PM; Sun Closed fiI `I j IH 35 North to Round Rock,take the 79 exit,circle left under overpass go one block bank is on the right. Chase Banking Centers CITY OF • i ROCK, Pioneer Crossing 4600 E.Palm Valley Blvd.,Ste 499,Round Rock,TX 78664 512-248-90034 s , M-F=7:00 AM–6:00 PM-, Sat 9:00 AM–3:00 PM; Sun Closed I M-F=9:00 AM–6:00 PM; Sat 9:00 AM–3:00 PM; Sun Closed NE comer of 79&Red Bud Trail next to Whataburger,in front of Walmart Page 1 Chase Branch List i BankingChase Centers CITY OF ROUND ROCK, La Frontera • : 2711 La Frontera Blvd,Ste 300,Round Rock,TX 78681 512-218-4501 t + M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed + M-F=9:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed o = NE comer of SH 45&FM 1325,between Brooklyn Pie and Snip-Its Greeniawn and Hwy 45 3207 Greenlawn Blvd,Round Rock,TX 78664 512-388-3686 + M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM: Sun Closed M-F=9:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed e , Wyoming Springs and RM 620 17450 RM 620,Round Rock,TX 78681 512-218-4718 t M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed ++ M F=9:00 AM—6:00 PM: Sat 9:00 AM—3:00 PM; Sun Closed s + � Page ( 2 Chase Branch List Chase Banking Centers CITY OF ROUND ROCK, Round Rock HEB g 16900 RR 620,Round Rock,TX 78681 512-244-5120 ` M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed M-F=9:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed e Branch is located in Shopping Center on the right Chase Banking Centers CITY OF ROUND ROCK, 135 and University 280 University Blvd.,Round Rock,TX 78664 512-869-5816 M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed M-F=9:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed e Between Ikea Furniture Store and Scott and White new clinic Chase Banking Centers CITY OF ROUND ROCK, Gattis School and Red Bud H 3750 Gattis School Rd.,Ste 150,Round Rock,TX 78664 . 512-246-1393 M-F=7:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed M-F=9:00 AM—6:00 PM; Sat 9:00 AM—3:00 PM; Sun Closed Page 13 Chase Branch List Page 4 No Text DOMESTIC CUSTODY AGREEMENT I BETWEEN [THE CUSTOMER] ' AND ' JPMORGAN CHASE BANK, N .A. WORLDWIDE SECURITIES SERVICES ,� ' x I. �pmorgan.com I � �-:, J I JTMorgan TABLE OF CONTENTS DomesticCustody Agreement................................................................. 4 1. INTENTION OF THE PARTIES; DEFINITIONS............................................. 4 1.1 Intention of the Parties 4 1.2 Definitions; Interpretation 4 2. What J.P. Morgan is Required to Do.................................................... 6 2.1 Set Up Accounts 6 2.2 Cash Account 7 2.3 Segregation of Assets; Nominee Name 7 2.4 Settlement of Transactions 8 2.5 [Reserved.] 8 2.6 Actual Settlement Date Accounting 8 2.7 Income Collection 8 2.8 Miscellaneous Administrative Duties 9 2.9 Corporate Actions 9 2.10 Class Action Litigation 9 2.11 Proxies 10 2.12 Statements of Account 10 2.13 Access to J.P. Morgan's Records 11 2.14 [Reserved.] 11 2.15 Notification 11 3. Instructions.................................................................................11 3.1 Acting on Instructions; Method of Instruction and Unclear Instructions 11 3.2 Verification and Security Procedures 11 3.3 Instructions Contrary to Law/Market Practice 12 3.4 Cut-Off Times 12 3.5 Electronic Access 12 4. Fees, Expenses and Other Amounts Owing to J.P. Morgan........................12 4.1 Fees and Expenses 12 4.2 Overdrafts 12 4.3 J.P. Morgan's Right Over Securities; Set-off 13 5. Securities Depositories...................................................................13 5.1 Use of Securities Depositories 13 6. Additional Provisions .....................................................................14 6.1 Representations of the Customer and J.P. Morgan 14 6.2 The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person 14 7. When J.P. Morgan is Liable to the Customer ........................................14 J.P.Morgan 7.1 Standard of Care; Liability 14 7.2 Force Majeure 15 7.3 J.P. Morgan May Consult With Counsel 15 7.4 J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result 16 7.5 Assets Held Outside J.P. Morgan's Control 16 7.6 Ancillary Services 16 8. Taxation.....................................................................................16 8.1 Tax Obligations 16 9. Termination ................................................................................17 9.1 Term and Termination 17 9.2 Exit Procedure 18 10. Miscellaneous ..............................................................................18 10.1 Notifications 18 10.2 Successors and Assigns 18 10.3 Entire Agreement 18 10.4 Insurance 18 10.5 Security Holding Disclosure 19 10.6 USA PATRIOT Act Disclosure 19 10.7 Governing Law and Jurisdiction 19 10.8 Severability; Waiver; and Survival 20 10.9 Confidentiality 20 10.10 Counterparts 20 10.1.1 No Third Party Beneficiaries 20 SCHEDULE 1 Form of Board Resolution 22 ANNEX A Electronic Access 23 • • JT Morgan Domestic Custody Agreement This Agreement, dated 12 April , 2012, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("J.P. Morgan"), with a place of business at 1111 Polaris Parkway, Suite 3J, Columbus, OH 43240; and f city of Round Rock (the "Customer")with a place of business at f 221 E. Main Street, Round Rock, Tx 78664 1. INTENTION OF THE PARTIES; DEFINITIONS 1.1 Intention of the Parties (a)This Agreement sets out the terms on which J.P. Morgan will be providing custodial, settlement and other associated services to the Customer. J.P. Morgan will be responsible for the performance of only those duties set forth in this Agreement. (b) The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment advice in providing the services under this Agreement. (c) It is the intention of the parties that the services offered by J.P. Morgan under this Agreement with respect to the custody of Securities and related settlement services will be limited to Securities that are issued in the United States ("U.S.") by an issuer that is organized under the laws of the U.S. or any state thereof, or that are both traded in the U.S. and eligible for deposit in a U.S. Securities Depository. (d) The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement. Other services are subject to separate terms and conditions, which J.P. Morgan will make available to the Customer upon request. 1.2 Definitions; Interpretation (a) As used herein, the following terms have the meaning hereinafter stated. "Account" has the meaning set forth in Section 2.1 of this Agreement. "Affiliate" means an entity controlling, controlled by, or under common control with, J.P. Morgan or the Customer as the case may be. "Applicable Law" means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity. "Authorized Person" means any person who has been designated by written notice from the Customer in the form as provided by J.P. Morgan (or by written notice in the form as provided by J.P. Morgan from any agent designated by the Customer, including, without limitation, an investment manager)to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as J.P. Morgan receives and has had reasonable time to act upon Instructions from the Customer (or its agent)that any such person is no longer an Authorized Person. 4 • • II J.P.Morgan "Cash Account" has the meaning set forth in Section 2.1(a)(ii). "Confidential Information" means and includes all non-public information concerning the Customer or the Accounts which J.P. Morgan receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than J.P.Morgan's breach of the terms of this Agreement or information which J.P. Morgan obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information. "Corporate Action" means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Security, but does not include rights with respect to class action litigation or proxy voting. "Entitlement Holder" means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary. "Financial Asset" means a Security and refers, as the context requires, either to the asset itself or to the means by which a person's claim to it is evidenced, including a Security, a security certificate or a Securities Entitlement. "Financial Asset" does not include cash. "Instruction" means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which J.P. Morgan believes in good faith to have been given by an Authorized Person. "J.P. Morgan Indemnitees" means J.P. Morgan, its Affiliates its nominees, directors, officers, employees and agents. "Liabilities" means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on J.P. Morgan's income),or expenses of any kind whatsoever(including, without limitation, reasonable attorneys', accountants', consultants' or experts' fees and disbursements). "Securities" means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to J.P. Morgan for the Securities Account. "Securities Account" means each Securities custody account on J.P.Morgan's records to which Financial Assets are or may be credited under this Agreement. "Securities Depository" means any securities depository, dematerialized book entry system or similar system for the central handling of Securities. "Securities Entitlement" means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time. 5 J.P.Morgan "Securities Intermediary" means J.P.Morgan, a Securities Depository and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity. "Security Procedure" means security procedure to be followed by the Customer upon the issuance of an Instruction and/or by J.P.Morgan upon the receipt of an Instruction, so as to enable J.P.Morgan to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may,without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by J.P. Morgan from time to time upon notice to the Customer. The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility's customary procedures shall be deemed to be an authorized Instruction. (b) Headings are for reference and convenience only and are not intended to affect interpretation. (c) References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear. (d) Unless the context requires otherwise, references in this Agreement to"persons"shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term "including"shall be deemed to mean "including but not limited to,"and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference. 2. What J.P. Morgan is Required to Do 2.1 Set Up Accounts (a) J.P. Morgan will establish and maintain the following accounts ("Accounts"): (i) one or more Securities Accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to J.P. Morgan) for Financial Assets, which may be held by J.P. Morgan or a Securities Depository for J.P. Morgan on behalf of the Customer, including as an Entitlement Holder; and (ii) one or more accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to J.P. Morgan) ("Cash Account")for any and all cash received by or on behalf of J.P. Morgan for the account of the Customer. (b) At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement. (c) In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, 6 J.P.Morgan clearing corporation, or other central counterparty (a "Counterparty") to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between J.P. Morgan and the Counterparty in addition to the terms of this Agreement. (d) J.P. Morgan's obligation to open Accounts pursuant to Section 2.1(a)is conditional upon J.P. Morgan receiving such of the following documents as J.P. Morgan may require: (i) a certified copy of the Customers constitutional documents as currently in force; (ii) evidence reasonably satisfactory to J.P. Morgan of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer's board of directors or equivalent governing body, substantially in the form set out in Schedule 1); (iii) J.P. Morgan's standard form fund manager mandate completed by the fund manager designated by the Customer; and (iv) in the case of any Account opened in a name not that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) - (iii). (e) J.P.Morgan reserves the right to reverse any transactions that were credited to the Accounts due to mis-postings and other similar causes. 2.2 Cash Account (a) Any amount standing to the credit of the Cash Account is a debt due from J.P. Morgan to Customer as banker. Except as otherwise provided in Instructions acceptable to J.P. Morgan, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at J.P. Morgan. (b) Any amounts credited by J.P. Morgan to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if J.P. Morgan does not receive final payment in a timely manner. J.P. Morgan will notify the Customer promptly of any such reversal. (c) (d)With J.P. Morgan's consent, the Customer may use as the Cash Account a separate demand deposit account established by the Customer at J.P. Morgan which is electronically linked to the Securities Account. 2.3 Segregation of Assets; Nominee Name (a) J.P. Morgan will identify in its books that Financial Assets credited to the Customer's Securities Account belong to the Customer(except as otherwise may be agreed by J.P. Morgan and the Customer). (b) J.P. Morgan is authorized, in its discretion: (i) to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to J.P. Morgan in bearer form; (ii) to hold Securities in or deposit Securities with any Securities Depository; 7 J.P.Morgan (iii) to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with J.P. Morgan; and (iv) to register in the name of the Customer, J.P. Morgan, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. 2.4 Settlement of Transactions Subject to Article 3 and Section 4.2 of this Agreement, J.P. Morgan will act in accordance with Instructions with respect to settlement of transactions. Settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.P. Morgan to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any such action will be borne by the Customer. In the case of the failure of the Customer's counterparty (or other appropriate party) to deliver the expected consideration as agreed, J.P. Morgan will contact the counterparty to seek settlement and wilt notify the Customer of such failure. If the Customer's counterparty continues to fail to deliver the expected consideration, J.P.Morgan will provide information reasonably requested by the Customer that J.P. Morgan has in its possession to allow the Customer to enforce rights that the Customer has against the Customer's counterparty, but J.P. Morgan will not be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. 2.5 [Reserved.] 2.6 Actual Settlement Date Accounting J.P. Morgan will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by J.P. Morgan. 2.7 Income Collection (a) J.P. Morgan will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets, and will promptly notify the Customer of such information. (b) Income on Financial Assets, net of any taxes withheld by J.P. Morgan or any third party, will be credited only after actual receipt and reconciliation by J.P. Morgan. (c) J.P. Morgan will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment, but J.P. Morgan will not be obliged to file any format notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. 8 J.P.Morgan 2.8 Miscellaneous Administrative Duties (a) Until J.P. Morgan receives Instructions to the contrary, J.P. Morgan will: (i) present all Financial Assets for which J.P. Morgan has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; (ii) execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets; and (iii)exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. (b) In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, J.P. Morgan will credit the Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to J.P. Morgan its interest in such fractional interests. (c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, J.P.Morgan may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner J.P. Morgan deems fair and equitable. 2.9 Corporate Actions (a) J.P. Morgan will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. J.P. Morgan also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. J.P. Morgan will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person. (b)J.P. Morgan will act in accordance with the Customer's Instructions in relation to such Corporate Actions. If the Customer fails to provide J.P. Morgan with timely Instructions with respect to any Corporate Action, neither J.P. Morgan nor its nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by J.P. Morgan and the Customer or as may be set forth by J.P. Morgan as a default action in the notification it provides under Section 2.9(a)with respect to that Corporate Action. 2.10 Class Action Litigation Any notices received by J.P. Morgan's corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if J.P. Morgan, using reasonable care and diligence in the circumstances, identifies that the Customer was a shareholder and held the relevant Financial Assets in custody with J.P. Morgan at the relevant time. J.P. Morgan will not make filings in the name of the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and J.P. Morgan. The services set forth in this Section 2.10 are available only in certain markets, details of which are available from J.P. Morgan on request. 9 J.P.Morgan 2.11 Proxies (a) J.P. Morgan will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customer's Instructions in relation to such meetings (the "Proxy Voting Service"). (b) The Proxy Voting Service is available only in certain markets, details of which are available from J.P. Morgan on request. Provision of the Proxy Voting Service is conditional upon receipt by J.P. Morgan of a duly completed enrolment form as well as additional documentation that may be required for certain markets. (c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by J.P. Morgan on a case by case basis. (d) The Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration; (ii) the pendency of conversion or another corporate action; (iii) the Financial Assets being held in a margin or collateral account at J.P. Morgan or another bank or broker, or otherwise in a manner which affects voting; (iv) local market regulations or practices, or restrictions by the issuer; and (v) J.P. Morgan being required to vote all shares held for a particular issue for all of J.P. Morgan's customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, J.P. Morgan will notify the Customer. 2.12 Statements of Account (a) J.P. Morgan will provide the Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. Statements of account may be delivered electronically or on-line over the Internet and are deemed delivered when sent electronically or posted on the Internet. The Customer will review its statement of account and give J.P. Morgan written notice of (i)any suspected error or omission or(ii) non-receipt of a statement of account within a reasonable time after the statement of accounts is sent or made available to the Customer, as the case may be. (b) The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. J.P. Morgan will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted. 10 J.PMorgan 2.13 Access to J.P. Morgan's Records (a) J.P. Morgan will allow the Customer's auditors and independent public accountants such reasonable access to the records of J.P. Morgan relating to the Accounts as is required in connection with their examination of books and records pertaining to the Customer's affairs. (b) J.P. Morgan will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of J.P. Morgan relating to the Accounts. J.P. Morgan may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse J.P. Morgan for the reasonable cost of copying, collating and researching archived information. 2.14 [Reserved.] 2.15 Notification If the Customer has agreed to access information concerning the Accounts through J.P. Morgan's website, J.P. Morgan may make any notifications required under this Agreement by posting it on the website. 3. Instructions 3.1 Acting on Instructions; Method of Instruction and Unclear Instructions (a) The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructions received by it without inquiry. To the extent permitted under Applicable Law, the Customer will reimburse the J.P. Morgan Indemnitees for expenses incurred in defending against third party claims asserted against the J.P. Morgan Indemnitees as a result of any action or omission taken in accordance with any Instruction. (b) To the extent possible, instructions to J.P. Morgan shall be sent via electronic instruction or trade information system acceptable to J.P. Morgan or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending Instructions. (c) J.P. Morgan shall promptly notify an Authorized Person if J.P. Morgan determines that an Instruction does not contain all information reasonably necessary for J.P. Morgan to carry out the Instruction. J.P. Morgan may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. J.P. Morgan will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it. 3.2 Verification and Security Procedures (a) J.P. Morgan and the Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded. (b) Either party may record any of their telephone communications. 11 JT Morgan 3.3 Instructions Contrary to Law/Market Practice J.P. Morgan need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, and J.P. Morgan shalt be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event J.P. Morgan does not act upon such Instructions,J.P. Morgan will notify the Customer where reasonably practicable. 3.4 Cut-Off Times J.P. Morgan has established cut-off times for receipt of Instructions, which will be made available to the Customer. If J.P. Morgan receives an Instruction after its established cut-off time, J.P. Morgan will attempt to act upon the Instruction on the day requested if J.P. Morgan deems it practicable to do so or otherwise as soon as practicable after that day. 3.5 Electronic Access Access by the Customer to certain applications or products of J.P. Morgan via J.P. Morgan's web site or otherwise shalt be governed by this Agreement and the terms and conditions set forth in Annex A. 4. Fees, Expenses and Other Amounts Owing to J.P. Morgan 4.1 Fees and Expenses The Customer will pay J.P. Morgan for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with J.P. Morgan's reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents. Invoices wilt be payable within thirty (30)days of the date of the invoice. If the Customer disputes an invoice it shall nevertheless pay on or before the date that payment is due such portion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may deduct amounts invoiced from the Cash Account except to the extent that the Customer has objected to the invoice within thirty (30)days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to J.P. Morgan's other rights, J.P. Morgan reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as J.P. Morgan customarily charges for similar overdue amounts. 4.2 Overdrafts If a debit to the Cash Account results in a debit balance, then J.P. Morgan may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If J.P. Morgan elects to make such an advance, the advance will be deemed a loan to the Customer, payable on demand, bearing interest at the applicable rate charged by J.P. Morgan from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft)and otherwise on the terms on which J.P. Morgan makes 12 J.P.Morgan similar overdrafts available from time to time. No prior action or course of dealing on J.P. Morgan's part with respect to the settlement of transactions on the Customer's behalf will be asserted by the Customer against J.P. Morgan for J.P. Morgan's refusal to make advances to the Cash Account or to settle any transaction for which the Customer does not have sufficient available funds in the Account. The Customer shall be deemed to be in default with respect to any such advance upon the occurrence of any event of the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time. 4.3 J.P. Morgan's Right Over Securities; Set-off (a) Without prejudice to J.P. Morgan's rights under Applicable Law, to the extent J.P. Morgan or an Affiliate has advanced funds on the Customer's behalf in connection with the settlement of purchases or sales of Financial Assets for the Securities Account (such advance, "Credit Liability"), J.P. Morgan and its Affiliates shall have, and the Customer grants to J.P. Morgan a security interest in and a lien on the Financial Assets which are the subject of such purchase or sale, until J.P. Morgan or the Affiliate has been repaid the amount of such Credit Liability by the Customer and J.P. Morgan's security interest in such Financial Assets shall be released upon the Customer's repayment of such Credit Liability to J.P. Morgan or the Affiliate. J.P. Morgan shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Credit Liability. (b) Without prejudice to J.P. Morgan's rights under Applicable Law, J.P. Morgan may set off against any Credit Liability of the Customer to J.P. Morgan or any of its Affiliates any amount in any currency standing to the credit of any of the Customer's accounts (whether deposit or otherwise) with any J.P. Morgan branch or office or with any Affiliate of J.P. Morgan. For this purpose, J.P. Morgan shall be entitled to accelerate the maturity of any fixed term deposits. 5. Securities Depositories 5.1 Use of Securities Depositories (a) J.P. Morgan may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide J.P. Morgan with such documentation or acknowledgements that J.P. Morgan may require to hold the Financial Assets in such Securities Depository. (b) J.P. Morgan is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, J.P. Morgan will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but J.P. Morgan will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. 13 J.P.Morgan 6. Additional Provisions 6.1 Representations of the Customer and J.P. Morgan (a) The Customer represents, warrants and covenants that (i)it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use J.P. Morgan as its custodian in accordance with the terms of this Agreement, to borrow money(either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), and grant a lien over Financial Assets as contemplated by Section 4.3; (ii) assuming execution and delivery of this Agreement by J.P. Morgan, this Agreement is the Customer's legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by J.P. Morgan or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of J.P. Morgan; (iv) it is a resident of the United States and shall notify J.P. Morgan of any changes in residency; and (v) the Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. J.P. Morgan may rely upon the certification of such other facts as may be required to administer J.P. Morgan's obligations under this Agreement and the Customer shall indemnify J.P. Morgan against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) J.P. Morgan represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is J.P. Morgan's legal, valid and binding obligation, enforceable against J.P. Morgan in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. 6.2 The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash or Financial Asset, J.P. Morgan nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to J.P. Morgan as a principal in respect of any transactions relating to the Account. The foregoing will not affect any rights J.P. Morgan might have against the Customer's principal or the other person envisaged by Section 2.1(a). 7. When J.P. Morgan is Liable to the Customer 7.1 Standard of Care; Liability (a) J.P. Morgan will use reasonable care in performing its obligations under this Agreement. J.P. Morgan will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. 14 • J.P.Morgan (b) J.P. Morgan will be liable for the Customer's direct damages to the extent they result from J.P. Morgan's fraud, negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will J.P. Morgan be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, J.P. Morgan's performance under this Agreement, or J.P. Morgan's role as custodian. (c) To the extent permitted under Applicable Law, the Customer shall reimburse the J.P. Morgan Indemnitees for expenses incurred by any of the J.P. Morgan Indemnitees in defending against third party claims against J.P. Morgan with respect to J.P. Morgan's performance under this Agreement where the J.P. Morgan Indemnitees were not negligent and did not engage in fraud or willful misconduct. (d) Without limiting Subsections 7.1(a), (b)or (c), the Customer agrees that J.P. Morgan provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which J.P. Morgan is instructed to deliver Financial Assets or cash. 7.2 Force Majeure J.P. Morgan will maintain and update from time to time business continuation and disaster recovery procedures with respect to its custody business that it determines from time to time meet reasonable commercial standards. J.P. Morgan will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of J.P. Morgan or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to J.P. Morgan's negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of J.P. Morgan (including, without limitation, the non-availability of appropriate foreign exchange). 7.3 J.P. Morgan May Consult With Counsel J.P. Morgan will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the 15 J.P.Morgan professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action taken or omitted pursuant to such advice. 7.4 J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result The Customer hereby authorizes J.P. Morgan to act under this Agreement notwithstanding that: (a)J.P. Morgan or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that J.P. Morgan may have a potential conflict of duty or interest, including the fact that J.P. Morgan or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b)J.P. Morgan or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. J.P. Morgan is not under any duty to disclose any such information. 7.5 Assets Held Outside J.P. Morgan's Control J.P. Morgan will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by J.P. Morgan or(b) register or record Financial Assets in the name of any person not agreed to by J.P. Morgan. Furthermore, J.P. Morgan will not be obliged to register or record on J.P. Morgan's records Financial Assets held outside J.P. Morgan's control. 7.6 Ancillary Services J.P. Morgan may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although J.P. Morgan will use reasonable care in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services. 8. Taxation 8.1 Tax Obligations (a) The Customer will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customers Accounts. (b) The Customer will provide to J.P. Morgan such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify J.P. Morgan immediately if any information requires updating 16 J.P.Morgan or correcting. J.P. Morgan provides no service of controlling or monitoring, and therefore has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from: (i) the inaccurate completion of documents by the Customer or any third party; (ii) the provision to J.P. Morgan or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond J.P. Morgan's control. (c) If J.P. Morgan does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, United States non-resident alien tax and/or backup withholding tax). (d) The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that J.P. Morgan will be responsible for any penalty or additions to tax due solely as a result of J.P. Morgan's negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account. 9. Termination 9.1 Term and Termination (a) The initial term of this Agreement shall be for a period of three years following the date on which J.P. Morgan commenced providing services under the Agreement. Following the initial term, the Customer may terminate this Agreement on sixty (60) days'written notice to J.P. Morgan and J.P. Morgan may terminate this Agreement on one hundred and eighty (180)days' written notice to the Customer. (b) Notwithstanding Section 9.1(a): (i) Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within thirty (30)days of that party being given written notice of the material breach; (ii) Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (iii) J.P. Morgan may terminate this Agreement on sixty(60) days' written notice to the Customer in the event that J.P. Morgan reasonably determines that the Customer has ceased to satisfy J.P. Morgan's customary credit requirements; and (iv) [Reserved.] 17 • o JT Morgan 9.2 Exit Procedure The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. J.P. Morgan will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, J.P. Morgan will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. 10. Miscellaneous 10.1 Notifications Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx)or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. 10.2 Successors and Assigns This Agreement will be binding on each of the parties'successors and assigns, but the parties agree that neither party can assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except J.P. Morgan may assign this Agreement without the Customer's consent to (a)any Affiliate or subsidiary of J.P. Morgan or(b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of J.P. Morgan's custody business. 10.3 Entire Agreement This Agreement, including the Schedules, Exhibits and Riders (and any separate agreement which J.P. Morgan and the Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. Amendments must be in writing and, except where this Agreement provides for amendments by notice from J.P. Morgan, signed by both parties. 10.4 Insurance The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance coverage specifically for the benefit of the Customer. J.P. Morgan will, 18 J.P.Morgan however, provide summary information regarding its own general insurance coverage to the Customer upon written request. 10.5 Security Holding Disclosure With respect to Securities and Exchange Commission Rule 14b-2 under The U.S. Shareholder Communications Act regarding disclosure of beneficial owners to issuers of Securities, J.P. Morgan is instructed not to disclose the name, address or Security positions of the Customer in response to shareholder communications requests regarding the Account. 10.6 USA PATRIOT Act Disclosure Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires J.P. Morgan to implement reasonable procedures to verify the identity of any person that opens a new Account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and J.P. Morgan's identity verification procedures require J.P. Morgan to obtain information which may be used to confirm the Customer's identity, including without limitation the Customer's name, address and organizational documents ("identifying information"). The Customer may also be asked to provide information about its financial status, such as its current audited and unaudited financial statements. The Customer agrees to provide J.P. Morgan with and consents to J.P. Morgan obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by J.P. Morgan. 10.7 Governing Law and Jurisdiction This Agreement will be construed, regulated and administered under the laws of the United States or State of New York, as applicable, without regard to New York's principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of Texas will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the District Court of the State of Texas, located in the county in which the Customer maintains its principal place of business, will have sole and exclusive jurisdiction. Either of these courts will have the proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction the Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Customer acknowledges that such immunity will not apply with respect to claims arising out of the breach of this Agreement. 19 J.P.Morgan 10.8 Severability; Waiver; and Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. (c) The parties' rights, protections, and remedies under this Agreement shall survive its termination. 10.9 Confidentiality (a) Subject to Section 10.9(b), J.P. Morgan will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over J.P. Morgan's business, or with the consent of the Customer. (b) The Customer authorizes J.P. Morgan to disclose Confidential Information to: (i) any subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that J.P. Morgan believes it is reasonably required in connection with J.P. Morgan's provision of relevant services under this Agreement; (ii) its professional advisors, auditors or public accountants; (iii) its Affiliates and branches; and (iv) any revenue authority or any governmental entity in relation to the processing of any tax relief claim. (c) Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions, including, without limitation, any commercial terms, of this Agreement in confidence. 10.10 Counterparts This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement. 10.11 No Third Party Beneficiaries A person who is'not a party to this Agreement shall have no right to enforce any term of this Agreement. 20 J.P.Morgan CITY of ROUND Roca RMORGAN CHASE BANK, N.A. By: By; Name: Alan McGraw Name: Larnell Camus Titte• Mayor Title' Sr. Vice President Date: 12 April 2012 Date: aO 21 J.P.Morgan SCHEDULE1 Form of Board Resolution i J .� �, , To: JPMorgan Chase Bank, N.A. • •••12 April 12 We hereby certify .at the following is a true copy of the minutes of the BurdmfX R ROCK.. . CITY COUNCIL .................. iAIPaAf .......... ..... ..... ............................... ............... (the"Company")which was duty called and held on .. April 2012 20....... and at which a duly qualified quorum was present throughout and entitled to vote. 1. There was produced to the meeting a form of Custody Agreement provided by JPMorgan Chase Bank, N.A. ("J.P.Morgan") for use in connection with the opening of one or more cash and securities accounts and the conduct of such other transactions between the Company and J.P. Morgan as referred to therein. The form of Custody Agreement produced had been completed by an officer of the Company, and in particular it was noted that details of the Authorized Persons (as defined therein) and details of persons authorized to give instructions on behalf of the Company had been provided to J.P. Morgan. Details of any Fund Managers and Advisers had also been provided to J.P. Morgan. The indemnities given to J.P. Morgan in the Custody Agreement were also noted. The meeting considered the form of the Custody Agreement. 2. IT WAS RESOLVED that the form of Custody Agreement (together with the Schedule and Appendices), completed in the manner and form produced at the meeting, be and is hereby approved and that ..........Alan.. .. . McGraw, Mayor . ........ . ................................................................... ........................**be and he/she is hereby authorized, for and on behalf of the Company,A s' n and deliv the same together with such changes and amendments ods he/s ay in his/her sole discretion think fit. .............. ......................................................... 0ii MAYOR ... .. cc �pc CITY CLERK ................. .............•............... 7 City of Round Rock Name of Company in full. 22 • • J.P.Morgan ANNEX A Electronic Access 1. J.P. Morgan may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the "Products"). J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures. 2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the "Data")for the Customer's internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer's Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. 3. The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with J.P. Morgan's software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment. 4. In cases where J.P. Morgan's web site is unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of Customer's use of, access to or inability to use the Products via J.P. Morgan's web site in the absence of J.P. Morgan's gross negligence or willful misconduct. 5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. J.P. Morgan shall own all right, title and interest in the data reflecting Customer usage of the Products or J.P. Morgan's web site (including, but not limited to, general usage data and aggregated transaction data). J.P. Morgan may use and sublicense data obtained by it regarding the Customer's use of the Products or J.P. Morgan's website, as long as J.P. Morgan does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site. 6. The Customer shall not knowingly use the Products to transmit (i)any virus, 23 J.P.Morgan worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) "junk mail", "spam", "chain letters" or unsolicited mass distribution of e- mail. 7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its users upon written request. The Customer further represents and warrants to J.P. Morgan that the Customer shall not access the service from any jurisdiction which J.P. Morgan informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer's behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable J.P. Morgan to process the data set out therein for the purposes of providing the Products. 8. The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the "Privacy Regulations"). The Privacy Regulations may include, as applicable, the Federal "Privacy of Consumer Financial Information" Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm- Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. 51320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data. 9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex. 24 • J.P.Morgan CITY OF ROUND ROCK CUSTOMER NAME ("Customer") Secretary's Certificate The undersigned does hereby certify that he/she is the duly elected and qualified Secretary of Customer. I further certify that the individuals whose names, titles and specimen signatures appear below are duly elected, qualified and acting officers of Customer holding the positions set forth opposite their names and that their signatures as set forth below are true and genuine. I further certify that the individuals whose names, titles and specimen signatures appear below have been duly authorized by the governing body of Customer, in accordance with our By-Laws, to execute (in hard-copy or electronic form) the safekeeping agreement and related documentation necessary to establish our new safekeeping account(s) with ]PMorgan Chase Bank, N.A. Name Title Sionatur Steve Norwood City Manager Cheryl Delaney Finance Director IN WITNESS WHEREOF, I have subscribed my name this 12 day of April ' 20 12 r Secretary/CITY CLERK 25 JPMorgan WSS Custody Security Procedures and Authority to Provide Instructions Dear Client: At J.P. Morgan Worldwide Securities Services (WSS), we are continually looking for ways to reduce exposure to potential fraud. When instructions are sent to WSS Custody, we have certain security procedures in place to ensure their authenticity. Depending on the types of instruction method used, different security procedures are applied to authenticate that the instructions have came from an authorized source. I. Electronic Instructions (including WSS'browser-based transaction initiation and reporting systems or another electronic system acceptable to WSS that incorporates algorithms or other codes, encryption or similar security devices for the authentication of instructions): Electronic instructions are instructions transmitted using mainframe transmissions or WSS' browser- based client access products, such as the JPMorgan ACCESS products, Transaction Initiation and Corporate Action Instructions. For clients providing electronic instructions using electronic systems acceptable to WSS that incorporate algorithms or other codes, encryption or similar security devices for the authentication of instructions, authentication is achieved within the transmission process. All electronic transmission channels are reviewed by WSS Information Technology Risk Management to ensure that the transmissions are secure and authenticated. A written risk acknowledgment and waiver will need to be provided by client choosing to use any transmission channel that does not meet WSS security requirements. Only clients with valid user IN and passwords are granted access to WSS systems. In order to communicate electronically-*4th WSS to effect transactions, authorized users will be issued a security token to,be u d`itt co�'it�it� tidtt with an appropriate user identification code and password. Clients requirii44d ad itionfil le 'Of-authentication may also elect to use a security token even when not required to effect transactions. Any message retrieved by WSS through such automated means will be verified and authenticated automatically. Security Administrators) By submitting a completed Security Administrator Designation Form, you can designate one or more security administrators who will be responsible for: ■ Retrieving user IN and initial passwords for new JPMorgan ACCESS users, ■ Resetting and unlocking passwords, deactivating and activating users, • Assigning securit)�tokens and/or temporary tokens to relevant users and • Receiving rrja eii�ls;;apO other cQqe �dence relating to the Security Procedures. You can effect a change in security administrators by submitting a new Security Administrator Designation Form to WSS. Your security administrators should request new user entitlements from WSS by providing the name, email address and accessible functions of each authorized user and on a regular basis review/confirm with WSS that such authorized user does not have an inappropriate level of access. The security administrators should also notify WSS promptly of any change in the authorized users, including changes to contact information. A security administrator can also be designated as an authorized user by obtaining prior authorization from two other security administrators. 26 J.P.Morgan Passwords and Tokens A security administrator is responsible for generating user passwords and obtaining tokens for each authorized user. Some authorized users will also have a specific token associated with a specific user ID. A token is a hand-held device that displays a new security code every 60 seconds. Authorized users are prompted to enter the numeric token code appearing on the front of the token, along with a personal password, in order to gain access to protected information and transaction capabilities within the applicable electronic system. If an authorized user has not accessed the portal for an extended period, such user may become inactive and will need to be re-activated by the security administrator. Loss or theft of password or security device must immediately be reported to WSS. ll. Manual Instructions(including telephone, facsimile or written correspondence): The need to instruct manually may arise in contingency situations for clients that normally instruct electronically. Manual instructions are typically not sent via a secure method and, depending on the type of transaction, a combination of signature verification and callbacks is used to ensure that the instruction is authentic. Where related transactions are sent using both electronic and manual instructions, the portion received using manual means will need to be verified and authenticated in accordance with the process for manual instructions. Client must provide WSS with a list of individuals who are authorized to approve the movement of assets (both cash and securities) and to receive callbacks relating to such movement. Any additions, deletions and changes to this authorized signature and callback contact list are subject to authentication and callback. ■ Signature verification—Signature verification is used for all faxed and written instructions that result in cash or securities being moved to or from an account, with at least 1 (one) authorized signature on the instruction. For receipt of cash and securities, signature verification is the only verification performed before processing the instruction. WSS will verify and check signatures against the authorized signature listings provided by the client. Any instruction that involves the transfer of cash or securities out of an account may also require either a callback to an authorized individual at a known telephone number', or a comparison to established repetitive settlement instructions as described below. The person instructing the transaction must be an authorized signer for the account. ■ Telephone callbacks — WSS may call authorized individuals2 at the client or their authorized agent (including an investment manager) to verify/confirm the transaction details on recorded lines in accordance with internal policy. The person that receives the callback for the instruction must either be an authorized signer for the account or on a list of individuals authorized to receive callbacks for the account. 1 Client may request WSS to use contingency numbers in case of emergency,such as residential or mobile%ell numbers of authorized individuals designated to receive call backs,provided that contingency numbers were provided to WSS in advance of such request to enable required authentication procedures be performed. 2 The individuals designated by client to receive callbacks must be able to verify the content of the instructions,including,beneficiary account name and number,debit account name and number,ABA or CHIPS number or BIC code of the receiving bank and value. 27 JPMorgan • Repetitive settlement instructions — For transactions that are done frequently and use the same settlement instructions, clients or their authorized agent can establish the settlement instructions as repetitive in nature and, once WSS has performed the telephone callback for the original request, future payments or securities deliveries using those settlement instructions will be considered authentic based on signature verification alone. All client instructions related to client initiated outgoing deliveries of cash or securities may be subject to a call back or otherwise authenticated prior to being used. Examples of transactions subject to callbacks/authentication • Requests to establish repetitive payment instructions • Requests to amend or delete repetitive payment instructions ■ Instructions to make free deliveries of securities ■ Instructions to send non-repetitive free payments j • Instructions to send a payment related to an asset that is not delivered to WSS(memo position) ■ Instructions to settle foreign exchanges ges booked by the client or by a 3rd party Examples of transactions not subject to callbacks • Instructions to send or deliver securities against payment • Instructions to receive cash ■ Instructions to receive securities free of payment ■ Instructions to increase or decrease memo positions where no cash is exchanged ■ Transfers between accounts that are part of the same client legal entity within J.P. Morgan • Instructions for any of the following transactions where authenticated repetitive instructions as detailed below are already in place: ■ Instructions to make free deliveries of securities • Instructions to send free payments • Instructions to send a payment related to a memo position • Transfers between accounts that are part of different legal entities • Instructions to settle foreign exchanges booked by the client or their investment manager WSS may, in very rare cases, allow clients to verbally instruct transactions. All verbal instructions are subject to the same authentication requirements as other manual instructions, using either callbacks or established authenticated repetitive settlement instructions. WSS does not accept instructions via e-mail from external parties unless specific technical solutions are being deployed which ensure encrypted and secure transmission at a level of protection consistent with WSS Information Technology Risk Management policies. Instructions received via e-mail are subject to the same authentication procedures as other manual instructions, using either callbacks or established authenticated repetitive settlement instructions3. 3 WSS does not accept corporate action instructions or revised instructions via email or phone. You must use one of the authorized electronic instruction methods,including Corporate Action Instructions(CAI),SWIFT, or your designated corporate action instruction facsimile number. Any revised corporate action instructions must be clearly marked as revised or the instruction will be automatically rejected. 28