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Contract - JP Morgan Chase Bank - 4/28/2022 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 "Depository Contract," is made and entered into by and between the City of Round Rock, Texas, a home-rule municipality situated in Williamson County, 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 full 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 4868-6574-3378/ss2 banking and depository services of the types and for the charges as specified in Exhibit "A" "Pledge and Security Agreement to Collateralize Public Fund Deposits;" Exhibit "B" "Consolidated Service Terms and Global Account Terms;" Exhibit "C" "Federal Reserve Bank Joint Custody Service via FedMail® Request Form;" Exhibit "D" "Pledgee Agreement Form;" Exhibit"E" "City of Round Rock Request for Applications for Depository and Banking Services No. 17-002" (the "City's RFA"); and Exhibit "F" "JPMorgan Chase Bank's Response to City's RFA dated October 11, 2021," all of which are attached hereto and incorporated herein by reference. Should there be any conflict between the terms of this contract 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 contract shall be final, controlling, and binding. 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, 2022 and continuing through May 31, 2027, and this contract shall remain in full force and effect for such stated period of five (5)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 any period allowed by City/Depositor's Investment Policy. Such period shall be mutually agreed to in writing by the parties to this contract. 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. 2 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 Depository and Banking Services Contract and the attached "Pledge and Security Agreement to Collateralize Public Funds" the collateral and substitute collateral described under said agreements. IV DESIGNATED OFFICER(Sj 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"Federal Reserve Bank Joint Custody Service via FedMail®Request Form"(including user documentation and set-up forms)covering 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 Chief Financial Officer 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. 3 V COMPENSATION Bank will be compensated for any and all services rendered to City/Depositor under this contract. 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, unless otherwise mutually agreed to in an amendment in writing by the parties. The parties agree that this contract will not exceed $100,000. VI COLLATERAL SECURITY All funds on deposit with Bank to the credit of City/Depositor shall be secured by collateral as provided for in the Public Funds Collateral Act of 1989(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 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 entity will inform the Bank of changes in the amount or activity of deposits, that may exceed the entity's current collateral value, within a reasonable time before the change occurs. The market value with respect to any securities (collateral) as of any date and priced on such date will be obtained from a third-parry agent. 4 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 ten (10) business days to cure such failure or breach. In the event Bank shall fail to cure such failure or breach within ten (10) 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. Out of the proceeds thereof, City may deduct its actual damages and reasonable costs and expenses incurred as a result of the Bank's default,remitting to Bank, its receiver or conservator the remainder, if any, of such sale proceeds. 5 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 three(3)business days' 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 with 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. Collateral may be substituted or released only with the written authorization of a City investment officer. If at any time the aggregate market value of such collateral so deposited with Trustee be 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. 6 XI MONTHLY COLLATERAL REPORT Bank will provide to City/Depositor a monthly collateral report,which currently lists the pledged security (description, maturity and rate), original par, current par and market value. 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. 7 XIV INVESTMENT POLICY It is the intention of the parties hereto that City/Depositor shall retain full rights to invest its funds 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 interest rate to be earned, as well as the other 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. 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. 8 XVII INDEMNIFICATION Bank agrees that it will use an "ordinary care" standard of care imposed upon banks under the Uniform Commercial Code" 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 ordinary 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. Notwithstanding anything to the contrary in this contract, Bank's indemnification obligations shall not exceed an amount, in the aggregate, over the term of the contract, an amount that exceeds one(1)times the average annual revenues received by Bank from the City/Depositor under the contract. 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 9 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 10 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. Notwithstanding anything to the contrary herein, Bank may not assign its rights and duties under an award without the written consent of City/Depositor; provided, however, that Bank may assign this contract without the prior written authorization of City/Depositor to a successor of interest in connection with a merger, reorganization, consolidation or a disposition of a particular business to which this contract relates, and may assign this contract to an affiliate or subsidiary. 11 In the event of an assignment, Bank shall notify City/Depositor within thirty (30) days of the execution of the assignment and City/Depositor shall have the right to terminate this contract without the required notice provided for in this contract. 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. Notwithstanding anything to the contrary herein, Bank agrees to comply with all Federal, State and local laws that are applicable to Bank in performance of the services described in this contract. 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. 12 xxv RELATIONSHIP OF PANTIES 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. 1=xecuted in multiple originals on this the .day of the month of _ . , 2022, by the undersigned duly authorized officers of the parties hereto, FOR DEPOSITORY BANK By; Printed Name: Title: _\1-.V.CL rAD r"— Date Signed: — (C —14Cal- FOR DEPOS OR: By= Printed Name: Title: M' -F" Date Signed: FOR CITY,ATTEST: Meagan Spin s,City leek FOR C Y APPROVED 5 TO FORM: ------- --- Stephan L Bets, City Attorney 13 Exhibit "A" PLEDGE AND SECURITY AGREEMENT TO V1.0_12_14_15 COLLATERALIZE PUBLIC FUND DEPOSITS THIS PLEDGE AND SECURITY AGREEMENT ("Agreement") is entered into as of 20_, by and between (the "Customer"),and JPMorgan Chase Bank,N.A.(the"Bank"). RECITALS A. The Customer has designated the Bank as depository for certain of its funds and from time to time the Customer may make deposits of public funds with the Bank,and the Bank has agreed to act as the depository of those public funds;and B. Although such deposits are generally eligible for Federal Deposit Insurance Corporation("FDIC")insurance coverage,such coverage is limited to a maximum deposit insurance amount as described in applicable law;and C. In consideration of and to secure the deposits made by the Customer with the Bank,the Customer and the Bank desire to enter this Agreement granting the Customer a security interest in certain Collateral (hereinafter defined) to secure the deposited public funds in accordance with applicable law. NOW,THEREFORE,in consideration of the mutual agreements set forth hereafter and for other good and valuable consideration,the parties agree as follows: 1. PUBLIC FUNDS. The deposits subject to this Agreement, hereinafter referred to as "Public Funds", are the deposited public funds of the Customer held in accounts at the Bank, inclusive of accrued interest. 2. GRANT OF SECURITY INTEREST. To secure the Public Funds, the Bank hereby grants to the Customer a security interest in, and assigns and pledges to the Customer certain collateral of the type permitted under applicable law(including,without limitation,securities and letters of credit)hereinafter referred to as the"Collateral",inclusive of instruments in substitution for or in addition to any or all of the then existing Collateral. 3. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank as a book entry item for the benefit of the Customer,and the Customer consents to the use of such custodian, hereinafter referred to as the"Custodian".The Customer shall provide such documents or other information as the Custodian may reasonably require to establish an account. Until such documentation is received the Bank shall pledge Collateral to its account at the Custodian in the name of the Customer as shown on Bank's books and records. If a letter of credit is included in the Collateral,the Customer or its agent shall be named as the beneficiary thereof,and acceptance and approval by the Customer of such letter of credit shall be evidenced by the beneficiary's receipt of the letter of credit. 4. BANK REPRESENTATIONS AND WARRANTIES. The Bank further represents and warrants,as follows: a) The Bank is a national banking association organized under the laws of the United States and has full power and authority to enter into this Agreement. b) The Collateral is free and clear of all liens and claims, pledged pursuant to this Agreement, and, except to the extent that the Collateral is comprised of letters of credit,the Bank is the legal owner of the Collateral. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement,shall be in an amount not less than the amount described in applicable law, and if no amount is described will be in an amount not less than the Public Funds which exceed the sum of FDIC and any other such applicable insurance coverage (the "Collateral Ratio"). The Bank utilizes an independent,third-party pricing information service in order to provide market values hereunder.The market value of the letter of credit shall be deemed to equal the undrawn balance of the face amount thereof.The Customer shall notify Bank in advance of anticipated and significant increases in, or withdrawals or payments from, the Customer's deposits, at which time Bank will pledge additional Collateral or seek the release of excess Collateral, as applicable. The Bank will monitor the market value of pledged Collateral on business days and pledge and deliver Collateral as needed to maintain the Collateral Ratio or as otherwise instructed or agreed to by the parties. d) If the aggregate market value of pledged Collateral exceeds the Collateral Ratio,the Bank may withdraw such excess Collateral provided that following the withdrawal of any such excess Collateral the remaining Collateral would equal or exceed the Collateral Ratio. In addition,the Bank may substitute Collateral for such Collateral previously provided pursuant to this Agreement; provided, however, that the aggregate market value of all pledged Collateral hereunder following such substitution shall equal or exceed the Collateral Ratio.The Customer agrees, if needed,to promptly furnish the Custodian with any needed withdrawal approval. e) The Bank shall be entitled to income and other payments on the pledged Collateral held by the Custodian, and the Custodian may provide such income and other payments as directed by the Bank,provided an event of default under this Agreement does not exist. f) The Bank shall furnish to the Customer or its agent a collateral statement which lists the pledged Collateral and market value thereof,with such frequency as described in applicable law,or monthly, if not otherwise provided by law. g) The Bank's 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,the District of Columbia, possessions and territories of the United States and Indian Tribes or agencies thereof having official custody of tribal funds("Public Units")providing for the deposit of public funds with the Bank Page 1 of 4 Exhibit "A" and the pledge of collateral by the Bank to the Public Units or their agents and further authorizing and approving the Bank's execution and delivery of all related contracts between the Public Units or their agents and the Bank, including without limitation, assignments, pledge agreements and security agreements. Such resolution is reflected in the minutes of the Bank's Board of Directors. h) 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. For clause a) only, an event of default will occur ten (10) business days after the Customer has provided the Bank with a notice generally describing said default. a) The Bank shall,without cause, refuse to pay to the Customer the Public Funds when due. b) The Bank has been closed,seized or declared insolvent by a federal regulator having jurisdiction over the Bank. c) The Bank has had a receiver,conservator or other such official appointed to conduct the affairs of the Bank. 6. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event of a Bank default,in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial Code and any other applicable law pursuant to which the Customer is a secured party, the Public Funds shall become due and payable and the Customer or its agent will have the right to: (a)in the case of Collateral that are securities,demand delivery of the Collateral and liquidate same,or 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 a right to purchase the Collateral at public or private sale;or(b)in the case of Collateral consisting of a letter of credit,draw upon such letter of credit in the amount necessary to cover the Public Funds.The Customer shall apply the proceeds of the sale of Collateral,net of its reasonable costs and expenses incurred in such sale,and the amount paid on the letter of credit,if any,to the Public Funds in a corresponding amount. If applicable,the Customer or its agent shall remit to Bank, its receiver or conservator the remainder,if any,of such sale proceeds or Collateral remaining unsold or unused.Should the Customer obtain Collateral or, in the case of a letter of credit,draw upon such letter of credit, when the Bank is not in default as described in Section 5, the Bank may exercise any rights available to it under law and following such sale of Collateral or draw upon the letter of credit and payment thereon by the issuer, the Public Funds may be correspondingly reduced by the amount of the sales proceeds less the value of returned Collateral, if any,or, in the case of letter of credit draws,the amount paid under the letter of credit. 7. CUSTOMER REPRESENTATIONS AND WARRANTIES. The Customer further represents and warrants, which representations and warranties shall be deemed to be continuing,as follows: a) The Customer has full power and authority to enter into this Agreement. b) This Agreement has been legally and validly entered into,does not and will not violate any law or regulation applicable to it,and is enforceable against the Customer in accordance with its terms. c) The Bank has been designated a depository for the Customer's funds in the manner required by applicable law. d) The Customer will comply with the applicable account agreements it may have with the Bank which govern the Public Funds. e) The Customer or its agent shall promptly respond to requests by the Bank to release Collateral, up to the amount that the aggregate market value thereof exceeds the Collateral Ratio(the"Release Amount"). If the Customer fails to provide Bank or Custodian its written consent to release of the Collateral in the Release Amount within ten (10) business days after Bank's request, Bank will have the right to charge the Customer an excess collateral fee at a rate determined by the Bank at the time the Bank requested the release, based on all unreleased Collateral covered by the Release Amount. f) All acts, conditions, and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of the Agreement exist or have happened or have been performed. 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 ,without regard to its conflicts of laws principles.The Customer and Bank consent to jurisdiction of a state or federal court located in such state in connection with a dispute arising hereunder. 9. TERMINATION OF THE AGREEMENT. This Agreement shall continue in full force and effect for as long as the Bank holds the Customer's Public Funds that are required to be collateralized under applicable law. Notwithstanding the foregoing,the Customer or the Bank may terminate this Agreement by giving at least thirty(30)days written notice of termination to the other party. Such notice shall not affect or terminate the Customer's security interest in the Collateral, or entitlement to draw upon any unexpired letter of credits that comprise the Collateral and the rights and liabilities of the parties under this Agreement shall survive any termination of the Agreement until all Public Funds have been satisfied in full and Collateral returned. Page 2 of 4 Exhibit "A" 10. MISCELLANEOUS. a) All notices and other communications shall be sent to the: CUSTOMER: Name: City of Round Rock Address: 221 E. Main Street, Finance City/State: Round Rock, TX 78664 Attn: Attn: Susan Morgan, CFO BANK: Name: JPMorgan Chase Bank, N.A. Address: City/State: Attn: Government Banking With a copy to: Name: JPMorgan Chase Bank, N.A. Address: 1111 Polaris Parkway, Mail Code:OHI-0138 City/State: Columbus, Ohio 43240 Attn: National Collateral Management Group or such other address as shall be designated by a party to the other party. b) This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall inure to the benefit of the Customer and the Bank and their respective permitted successors and assigns,subject to any limitations upon assignability contained within letters of credit that may comprise the Collateral. No portion of this Agreement may be assigned without the express written consent of the other party. c) The Public Funds are subject to the applicable account agreements in effect from time to time. d) It is the express purpose of this Agreement to comply with the provisions of applicable law, including 12 USC 1823(e). e) This Agreement may be executed in one or more counterparts,each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. f) In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affect other provisions of this Agreement, which shall be given effect without the conflicting provision. To this end the provisions of this Agreement are declared to be severable. [Signature page follows] Page 3 of 4 Exhibit "A" IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above w+rilten. CUSTOMER- „ /I q By _ 7 Name_ -,—� Ll c Tile: BANK: JPMorgan Chase Bank,N.A. By: Name: `—'."i.`-4-- Title' Page 4 of 4 I Exhibit T" Account Terms V1.1 10 04 10 INTRODUCTION This document(the Account Tenms7,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 similardocument for an Account or arrangements regarding specific types of Accounts or services('Servicesl offered by the Bank,as described herein or which by their terms ('Service Terms?are subject to the Account Terms. By signing the signature card,account application or similar document or by using or continuing to use any of the Accounts or Services,the Customer agrees to the Account Terms and such supplements, amendments,agreements,terms and conditions, notices or Service Terms,as applicable. The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation, which shall include jurisdiction specific provisions set forth in an account application or country-speck addendum for the jurisdiction in which the Accounts are held(collectively,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 applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account Terms or Service Terms. i. Authorized Persons. 1.1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer('Authorized Person')with respect to the Accounts and Services, until the authority for 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 limitation, Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts,bills of exchange, notes and other financial instruments('items);receive materials related to security procedures: and give Instructions('instnrctionsl,incruding,without limitation,requests and paymentorders,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: () the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise; (ii) money, credits, items or property at anytime held by the Bank for account of the Customer,or(ii)any other transaction of the Customerwith the Bank. 1.3 If the Customer provides the Bank with facsimile signature specimens,or If the Customer issues items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including, but not limited to, computer generated signatures) if the actual or purported facsimile signature,regardless of how or by whom affixed,resembles the specimens filed with the Bank by the Customer,or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1 A 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 put therein for the purposes of providing the Service. 2. instructions;Security Procedures. 2.1 The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the Issuance of an instruction and/or by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption,call back procedures or similar security devices. It is understood that such security procedure is designed to verify the authenticity of,and not to detect errors in, Instructions.The Customer agrees to safeguard such security procedure and to i 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. 2.2 The Bank is not obligated to confirm any Instructions. If the Customer, other than with respect to security procedures,chooses to confirm an Instruction,any confirmation must be clearly marked as such,and,if there is any discrepancy between an Instruction and a confirmation,the terms of the instruction shall prevail. Subject to Section 5.6,the Bank may,at its option,use any means to confirm or Page 1 of 7 i Exhibit T" ADDENDUM TO GLOBAL ACCOUNT TERMS I United States of America vi.s o2 1s is This addendum("Addendum")supplements the Bank's Account Terms and applies solely to Accounts maintained in the United States of America ("U.S.")and to Services provided in connection with such U.S.Accounts,regardless of the location where Services are executed or performed. Capitalized terms used in the Addendum,and not otherwise defined,have the meanings set forth in the Global Account Terms(as defined below). By using any Account maintained in the U.S.,the Customer acknowledges receipt of,and agrees to be bound by the Account Terms and this Addendum, each as may be amended or supplemented from time to time.For purposes of this Addendum,references to the"Global Account Terms"means the Account Terms excluding any account addenda for each other country in which the Accounts are held. ---------------- The INTRODUCTION to the Global Account Terms is hereby supplemented with the following provision: The Bank perforans Account functions and Service activities in various locations,by various methods including electronic or automated means.and through various interbank and third parry collection, payment and data arrangements,including those provided by the U.S. Federal Reserve Bank System, check truncation and image exchange systems, and collectiontpayment clearinghouses. These functions, services, arrangements and systems are subject to laws, federal regulations, banking system practices and procedures, operating circulars, interbank agreements, and clearinghouse and association rules (collectively,"Rules&Regulations")and the Uniform Commercial Code Official Text and Comments applicable to funds transfers and the bank deposit, collection or payment of negotiable instruments and other items (such text and comments, excluding the choice of law rules,the"UCC' . Section 3 of the Global Account Terns(Deposits)is hereby supplemented:with the following provisions: 3.4 Verification: Adiustments. The Bank may provide or make available upon request a receipt or similar document for certain deposits to the Customer's Account. However,the amount on such receipt or similar document is based solely on the deposit ticket. Credits for ail deposits (whether or not accompanied by a deposit ticket),including bulk deposits, are subject to verification.Items deposited into an Account,handled for collection or exchanged for currency are received by the Bank as the Customer's collection agent,and are for collection only,subject to the Bank's collection of final payment thereon. The Bank reserves the right to make adjustments to the Account for any errors,including any errors appearing on the deposit ticket or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies, 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non-U.S.bank or Items payable in a foreign currency on a collection basis,not for deposit,even if the Bank has received the Items as part of a deposit. The Customer may not receive provisional credit for such items, or if provisional credit has been given the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S.dollars at a foreign exchange rate and spread,and at such date and time,as the Bank determines in its discretion. 3.6 Endorsements.The Customer must place its endorsement on the back of an Item only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf,the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Tincoding. If the Customer encodes information on an Item,the Customer warrants to the Bank and to all other collecting and paying banks of i that Item that it is properly encoded and the Customer will be liable for any loss related to any encoding error,including any loss due to delay in processing caused by the encoding error. 3.8 Return or Charge Back.The Customer should not use carrier documents(Items placed inside envelopes)in either high-speed forward or return cash letters. The Customer shall be solely responsible for any delays,losses or claims resulting from its use of carrier documents in high-speed forward or return cash letters.If the payor bank,drawer or payee on any Item that was deposited to Customer's account returns the Item to the Bank,or makes a claim based on an asserted unauthorized signature or endorsement or an asserted alteration,the Bank may accept that return or pay that claim and charge any Customer Account for all or any part of the amount of the Item,even if the claim is made after final payment of the Item. If the Customer deposits or cashes an Item drawn on or by the Bank and the Item or any endorsement is asserted to be forged, unauthorized or altered,the Bank may charge back all or any part of the amount of the Item,even if the charge back is made after the final payment of the item,or creates an Account overdraft. 3.9 Electronic Collection. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means,in which case the Bank has no duty to inspect such Item during the automated deposit and collection process. i i 3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items,and to vary applicable deadlines,to the maximum extent permitted by applicable Rules&Regulations,state law or banking practice. i 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned items) unless the Bank expressly agrees to accept such Items for deposit. In the event the Bank processes any substitute check deposits in the absence of such express agreement,the Customer agrees that such processing shall not be deemed to be the Bank's agreement to accept any substitute checks for deposit and Customer will be solely responsible for any loss or claim in connection with that deposit. Page 1 of 6 Exhibit T" 3.12 Night Depository Denosits.The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a deposit ticket or other receipt acknowledging the deposit. The Bank's count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss incurred from the disappearance,theft,or loss of any envelope,bag,or money before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check("RCC' ,as such term is defined in Federal Reserve Regulation I s CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims,liabilities,costs and expenses(including allomeys'fees)resulting directly or indirectly from any breach of the foregoing warranty. All other Account and Service Terms governing an Item will apply to an RCC. 3.14 ATM Cards. The Bank may issue one or more automated teller machine("ATM's cards CCardsJ and personally identifiable numbers ("PINsJ to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees to use and cause its employees and agents to use the Cards only at ATMs owned by the Bank and Customer shall be responsible for each Card and liable for any transactions and related fees initiated or charged upon using such Card. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank,in its sole discretion. The Bank has the right to cancel any Card at any time and for any reason,and will notify Customer of such cancellation. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut-off time will be processed on the Bank's next business day. The Customer agrees to obtain possession and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen,the Customer shall immediately contact the Bank's ATM call center. 3.15 Internet Gambling. The Bank strictly prohibits the use of any Account or Card to conduct transactions (including the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing)that are related,directly or indirectly,to unlawful Internet gambling. The term"unlawful Internet gambling,"as used in this section, shall have its meaning set forth in 12 C.F.R.Section Part 233,Section 233.2(bb). The Customer agrees not to conduct any transactions through the Account that directly or indirectly involve or are related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith, Section 4 of the Global Account Terms(Payment of Items)is hereby supplemented with the following provisions: 4.5 Cashing Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a payee whois not a deposit customer orthe Bank presents an Item drawn on the Account for cash,the Bank may refuse to cash the Item,or may charge the payee a fee if the Bank does cash the Item. 4.6 Signatures. Requirements for two or more signatures on Items drawn on the Account or limits on the amount for which any an Item can be drawn are solely for the Customer's own internal control purposes and the Bank will not be liable for paying any Item(i) lacking the required number of signatures,or(ii)drawn in an amount exceeding the maximum limit assigned to the signer,provided the Bank followed its customary procedures when paying the Items. I 4.7 Fraudulent Items. The Bank offers the Customer Services reasonably designed to detect and/or deter check fraud and reduce the likelihood that a fraudulent, unauthorized,counterfeit or altered Item will be paid. Customer agrees that if it fails to use such Services,that failure will constitute Customer negligence contributing to the making of an unauthorized signature or payment of an altered Item,and the Customer will assume the risk that Items presented for payment against its Account may be forged or altered.In that event,Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items that such Service was designed to detect or deter;and the Bank shall not be required to re-credit Customer's Account or otherwise have any liability for paying such Items to the extent the Service would likely have prevented such loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other,the Bank may return one or more of such Items. 4.8 obscured Endorsements. The Customer assumes all responsibility and liability for any claims or losses that the Customer or the Bank may suffer as a result of the Customer's:(i)issuance of an Item in such a manner that information,marks or bands on the back of the Item obscures endorsements;or(ii)placement of an endorsement on the back of the Item which obscures other endorsements;and which thereby causes a delay in the forward and/or return processing of the Item. The Bank retains the right to refuse to accept an Item for deposit if the back of the Item is obscured. 4.9 Negotiation Outside of U.S. If an Item issued by the Customer is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the UCC,as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective on an Item ff:(i)the Bank receives the stop payment Instruction with a reasonable opportunity to act on such Instruction, which shall be at least one(1)full Business Day following the Business Day of the Bank's confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction is in the form required by the Bank and the Information is complete;and(iii)the Item is not yet paid or cashed. For purposes of this Section,"Business Day"means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions on Items,unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank confirms receipt of the Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other authorized . Page 2 of 6 Exhibit T" representative,a non-renewable stop payment,which will be effective for a 180-day period. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request.The Bank may properly return any item which is the subject of a stop payment request. However,the Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject Item and,notwithstanding a stop payment instruction,the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if:the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee;the payee is a fictitious person;the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee;the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee;or the Customer or payee failed to actwith ordinary care with respect to the Item. The Bank shall not be liable for any loss arising from any such endorsed or deposited Item,or for the loss caused by the alteration or unauthorized signature on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item,the loss shall be allocated between the Customer and the Bank based upon their respective failure to exercise ordinary care which contributed to the loss. For purposes of this section,"employee"shall include Customer and its independent contractors and third parties, and their respective employees, delivery agents, officers, directors, attorneys, fiduciaries, administrators,service providers,and other agents. 4.12 Electronic Processing. The Bank may process any Item for payment from a Customer Account by electronic means,in which case,the Bank's exercise of ordinary care in payment of that item does not obligate the Bank to inspect the Item during the automated payment process. Section 6 of the Global Account Terms (Funds Transfer Instructions)is hereby supplemented with the following provision: 5.6 Funds Transfer by Check.If the Customer,through the Bank's funds transfer services,requests that payment be made by check,the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to create and issue a check to the name and address provided in the Instruction,signed by the Bank as agent for the Customer as drawer. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment,such request must be clearly identified as a stop payment request,including the reference number given for the transaction,and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. if the check is not negotiated within one hundred eighty(180)days after issuance,the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 ACEI-._ Automated Clearing House("ACH")entries will be subject to the rules of the National Automated Clearing House Association and any other applicable Rules&Regulations,to which the Customer agrees to be bound.Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account,or obtain a refund from the Customer,in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify, the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel.The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 PrtorityTmed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword PRIORI I Y"I such field as the Bank specifies,the Bank will use reasonable efforts to move such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED"in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For 'TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt,all payment orders are subject to the Bank's acceptance,and the Bank will have no liability for failure to process payments by the time requested by the Customer. Section 7 of the Global Account Terms (Account Statements)is hereby supplemented with the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all inspections and reports of Account activity including errors,as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obliqation to Inspect. The Customer shall inspect each Account Statement and all payments and charges reported thereon, promptly upon receipt. The Customer must notify the Bank in writing of any unauthorized,improper, or missing endorsements within six(6)months after the date of the Account Statement on which that item was reported to have been paid. The Customer must notify the Bank in writing,within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account Statement,or(i)of any errors,unauthorized payments,charges, alterations,discrepancies or irregularities reported on the Account Statement ("Errors"). The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error, and must provide all supporting evidence that the Bank requests. Failure to comply within the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account 1 Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed foss and the Page 3 of 6 Exhibit "B" Customer shall be barred from bringing any action against the Bank. 7.4 inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) months,the Bank is not required to provide an Account statement until the Account has additional activity. if an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least twelve(12)months,the Customer may be unable to access the Account until appropriate contact is made between the Customer and the Bank. y 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-related activity and information("Advices'),to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail,facsimile transmission,ordinary mail,phone,through Internet sites,or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including the address, telephone and/or facsimile number of the recipient and,if applicable,the messaging components and conditions that will trigger the transmission of the Advices. Section 15 of the Global Account Terms(Account Disclosures)is hereby supplemented with the following provisions: 15.5 Withdrawal Limitations on Certain Account Tyoes. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions(including check,draft, debit card or similar order payable to third parties)that can be made from a savings account(including a savings sub-account(as described below)and a money market deposit account)to a total of six(6)per . calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account,with any attendant changes in pricing and account terms and conditions. Further,the Bank is required by U.S.lawto reserve the right to require at least seven(7) days notice prior to a withdrawal from a savings account(including a savings sub-account)or an interest-bearing negotiable order of withdrawal account("NOW Account'. 15.6 NOW Accounts. The Customer,if eligible,may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account. 15.7 Administrative Subaccounts. The Bank is authorized,for regulatory reporting and internal accounting purposes,to divide an Account:(i)in the case of a demand deposit checking Account,into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub- account;(ii)in the case of a NOW Account, into an interest bearing NOW sub-account and an interest bearing savings sub-account,and,in both cases,to transfer funds on a daily basis between these sub-accounts in accordance with U.S.law at no cost to the Customer. The Bank will record the sub-accounts and any transfers between them on the Bank's books and records only. The sub-accounts and any transfers between them will not affect the Account number,balance requirement or use of the Account,except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand depositor NOW sub-account,which it may change at any time. To the extent funds in the demand deposit or NOW sub-account exceed the target balance,the excess will be transferred to the Customer's savings sub-account,unless the maximum number of transfers from the savings sub-account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub-account exceeds the available balance in the demand deposit or NOW sub-account,funds from the Customer's savings sub-account will be transferred to the demand deposit or NOW sub-account up to the entire balance of available funds in the savings sub-account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub-account. If a sixth transfer is needed during a calendar month or statement cycle,it will be for the entire balance in the Customer's savings sub-account, and such funds will remain in the demand deposit or NOW sub-account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank,for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and Wil not change the Bank's operations,Services or customer support. 15.10 No Fiduciary Relationshia. Bank's relationship with Customer concerning the Accounts Is that of a debtor and creditor. No fiduciary,quasi- fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. I Section 16 of the Global Account Terms(Governing Law)is hereby supplemented with the following provisions: 16.1 Section 16.1 is replaced with the following provision: Subject to the UCC as modified by the Rules&Regulations,which shall control,and unless otherwise specifically provided in any Service Terns,the Global Account Terns, the Account Documentation, Service Terms and the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S.shall be governed by and construed in accordance with the laws of the State of New York(without regard to its conflict of laws rules),incorporating general commercial bank practices applicable to the type of Account and Services provided to the Customer. The rights and remedies of the Bank under this Addendum, the Account Terms,the Account Documentation,the Service Terms,and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently,and are retained by the Bank. 16.4 In the event the Bank is required to remit funds to any state as abandoned property,the Account may be charged for fees in remitting funds to that state. In addition.the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not Page 4 of 6 Exhibit T" refundable. Section 17 of the Global Account Terms(Miscellaneous)is hereby supplemented with the following provision: 17.15 Payable Through Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S.,it shall not permit its customers to conduct banking transactions in the U.S. through the Customer's Account, and shall not provide its customers with check stock,drafts,wire transfer capabilities or any other means by which its customers are able to draw on the Customer's Account. These types of arrangements are typically called"payable through accounts"and are prohibited under these Account Terms. The Customer acknowledges that the sale of U.S.dollar checks or drafts to third parties is explicitly prohibited without the express written approval of the Bank. AVAILABILITY POLICY-FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately,the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit If a deposit is made to an account on a business day before the Bank's cutoff time established for that location(which will be no earlier than 2 p.m.local time),then the Bank will consider that day to be the day of deposit. However,if a deposit is made after the cutoff time or on a day that is not a business day,then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits,every day is a business day,except Saturdays,Sundays,and federal holidays. Availability with respect to any deposit will be determined by the Iocation of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines(ATMs)the cutoff time is 11 p.m.Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers;and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S.Treasury checks that are payable to the Customer, • Checks drawn on a Bank affiliate that holds the applicable account(excluding a Controlled Disbursement site);and • At least,the first$200 from a day's total deposits. If the deposit is made in person to a Bank employee,funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer,if a special deposit slip,available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center,is used;and • Federal Reserve Bank checks,Federal Home Loan Bank checks,and postal money orders,if these items are payable to the Customer. I If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check,the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited,funds may not be available as set forth above. However,the first$200 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above,it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee,or if the Bank decides to take this action after the Customer has left the premises,the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longerperiod under the following circumstances: • The Bank believes a deposited check will not be paid; Page 5 of 6 Exhibit T" • Deposited checks for all of the Customer's accounts total more than$5,000 in any one day; The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months;or • There is an emergency,such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account,the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that day's total deposits of cashier's, certified,teller's, traveler's and federal, state and local government checks will be available on the first business day after the day of deposit if the deposit meets certain conditions. For example, the checks must be payable to the Customer. The excess over$5,000 will be available no later than the ninth business day after the day of deposit. If the deposit of checks(other than U.S.Treasury checks)is not made in person to one of the Bank's employees,the first$5,000 may not be made available until the second business day after the day of deposit;and • Funds from all other check deposits will be made available no later than the fifteen business day after the day of deposit. This Availability Policy and availability schedules may be changed without notice. ©2015 JPMorgan Chase&Co. All rights reserved. JPMorgan Chase Bank,N.A. Member FDIC. Page 6 of 6 � S Exhibit T" i clarify any request or Instruction,even if any agreed security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification,it may decline to honor the Instruction. 3. Deposits. 3.1 All Items deposited or cashed are received for collection only,and are received subject to final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items,and deadlines to the extent permitted by applicable law or practice, The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank Is not responsible for actions taken by other banks,nor for the toss 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 white in the Bank's possession. 3.2 Credits and deposits to an Account will be available in accordance with the Bank's availability policy and in accordance with applicable laws. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank,or(ii)in reliance on a transaction which is subsequently returned, reversed,set aside or revoked,or if the Bank does not receive funds for the Customer's credit forvalue 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 andfor with any other charges incurred,even if doing so creates orincreases an overdraft. 3.3 If the Customer sends an Item to the Bank on a collection basis, the Bank may defer credit or payment for a reasonable time, in accordance with its practices,without dishonor,and the Bank shall not be obligated thereon until it has remitted final payment. 4. Payment of Items. 4.1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including,without limitation, any item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented,certified or accepted,or at such eariler time that the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item,and need make no more than one such determination. 4.2 The Bank Is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds,even if drawn,endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of that Individual's obligations. 4.3 The Customer shall immediately notify the Bank I it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not use its Account to allow any third party to issue checks orotherwise use the Account unless specilically agreed to in writing by the Bank. The Customer shall not Issue Items that are post-dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further,the Customer shall not put any condition, restriction or legend on any Item,and the Bank is not required to comply with any such condition,restriction or legend. 4.4 The Bank may process any Item by electronic means. All Items the Customer draws against anyAccount 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 time and In a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for all fees associated with any funds transfer instruction,including debit and credit processing charges,or to otherwise deduct such fees from the amount of the payment order. In processing the funds transfer,other banks may deduct fees from the payment order issued to them. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Notwithstanding any Instructions by the Customer to the contrary,the Bank reserves the right to use any funds transfer system and any Intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonabte 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. Page 2 of 7 I Exhibit T" 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 Customees 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 unclaimed moneys account,or issue a cashlees check, sending it to the address of the Customer on the books and records of the Bank. In the event that the payee, holder or other third party claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses,including stop payment and periodic maintenance fees,may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer. 5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including those transmitted by facsimile)funds transfer Instructions may, at the Bank's discretion,be verified by telephonic call-back confirmation with an Authorized Person. The Customer agrees that this security procedure Is commercially reasonable for such Instructions. The Customer further agrees to be bound by such funds transfer instructions,whether or not authorized, if issued in the name of the Customer using such security procedure. 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 adjustlnterest paid (or principal,if permitted by law) and/or impose any charges on time deposit Accounts or fused 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 limited 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 orwithholdings related to any tax or other claim. 6,3 The Customer will pay or reimburse the Bank for any taxes,levies,Imposts,deductions,charges,stamp,transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Account or Services (including payments or receipts to an Account)except if imposed on the overall net income of the Bank. The Customerwill provide the Bank such documentation, declarations, certifications and Information as the Bank may require in connection with taxation and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any Information requires updating or correction. 7. Account Statements. 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 Irregularities to the Bank in writing, Including any daim of Improper or unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance,transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mall notification of availability to the Customer,or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer,an image of an Item or information identifying the Item(i,e. Item number, amount and date of payment)is a sufficient substitute for the actual Item. S. 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 the Customer to the Bank. If the Bank permits an overdraft, the Bank is authorized to charge Interest on the amount of the overdraft as long as the overdraft is outstanding,atthe rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable laws and regulations, interest shall remain applicable to any negative balance in the Account Page 3 of 7 Exhibit T" notwithstanding closure of the Account and/or 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. 8,2 When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions,the Bank may choose the order in which it pays transactions, including, without limitation,the largest transaction 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, apply or set off any money, deposits or balances held In,or standing to the credit of,any Account In any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates, The Bank shall be entitled to acoelcratc 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 rales as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. The Customer grants to the Bank a lien and security interest In any Accounts of the Customer at the Bank,in orderto 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 Customer's Accounts and service agreements. In addition to Information with respect to any Account and Service,the Customer itself,o r any transaction in which:(i)the disclosure, in the Bank's opinion, is necessary or desirable for the purpose of allowing the Bank to perform its duties and to exercise its powers and rights hereunder,(i)the disclosure is to a proposed assignee of the rights of the Bank;(ii)the disclosure is to a branch,affiliate,subsidiary, employee or agent of the Bank or to its auditors,regulators or legal advisers;(iv)the disclosure is to the auditors of the Customer,or(v) the disclosure is permitted or required by law, regardless of whether the disclosure is made in the country In which the Customer resides,in which the Account is maintained,or In which the transaction Is conducted. 11. Liability Limitation;Force Majeure. 11.1 The Bank,its agents, employees, officers and directors,shall not be liable for any damage,loss, expense or liability of any nature which the Customer may suffer or incur,except to the extent of direct losses orexpenses attributable to the gross negligence orwillful misconduct of the Bank,its agents,employees,officers or directors. The Bank,its agents,employees,officers and directors shall not, In any event, be liable for indirect, special, consequential or punitive loss or damage of any kind(including, but not limited to lost profits),whether or not foreseeable, even if the Bank,its agents, employees,officers or directors have been advised of the likelihood of such loss or damage,and regardless of whether the claim for loss or damage is made in negligence,gross negligence,for breach of contract or otherwise; provided, however,that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank,its agents,employees,officers or directors. 11.2 Neither the Bank not the Customer shalt be liable for any loss or damage to the other for its failure to perforin 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,orany cause beyond its reasonable control. 12. Indemnity. The Customer agrees to indemnify and hold the Bank,and its agents,employees,officers and directors, harmless from and against any and all claims, damages, demands,judgments, liabilities, losses, costs and expenses (including attorneys' fees) resulting directly or indirectly from:(i)the Bank's acceptance or execution of any request or direction, including, without limitation, Items and Instructions Issued in the name of an Authorized Person; or (iJ) the Bank's payment of any taxes, Interest or penalty otherwise due from the Customer paid on the Customees 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 mall, 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 Bank must be sent to the Bank to the officer or service representative managing the Account,and must be sent by ordinary mail,by courier,by facsimile transmission,by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than thirty(30)calendar days'prior written notice of intent to close or terminate.Notwithstanding the foregoing,either party may Page 4 of 7 Exhibit T" terminate an Account or a Service upon written notice to the other party in the event of: ()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 lherefar, 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 became effective. Notwithstanding anything to the contrary in any Service Terms,upon the closing of anAcoount,all Services linked to such Account are simultaneously terminated(unless otherwise specifically agreed to by the parties)and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to,or on,such closing or termination, all of which shall continue in full force and effect. Interest on overdrafts as provided for in Section 8.1 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); (i) a legal garnishment or attachment Is served, Including, but not limited to, a levy, restraining notice or court order, (ii)the Account is being used as collateral to secure a debt;(Iv)Aocount Documentation has not been presented; or(v)the Customer fails to pay a Bank loan or other debt or obligation to the Bank on time. 15.3 Any amount standing to the credit of any Account with the Bank is payable exclusively at the branch at which the Account is held. however, payment may be suspended from time to time in order to comply with any law, regulation, governmental decree or similar order, in any jurisdiction, for the time being affecting the Bank, its officers, employees, affiliates, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States:(i}are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency;(ii) are subject to cross-border risks; and (ill) 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. 16.2 The Customer and the Bank hereby Irrevocably waive all right to, and will not seek, trial by jury In any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms or the relationship established hereby. Any claim in connection with Accountswhich are the subject of these Account Terms,unless a shorterperiod of time 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 theAccount Terms,the relevantAccount 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 If the Account Terms,Account Documentation,Including,without limitation,Service Terms,are translated into,or appear Ina language other than English,the English language version shall control- 17.2 The term Bank shall Include any successors of the Bank including,without limitation,an assignee or successors of JPMorgan Chase Bank,N.A.or any affiliate or subsidiary of such bank or any person who,under the laws of the jurisdiction of Incorporation or domicile, has assumed the rights and obligations of the Bank, affiliate or subsidiary hereunder or to which under such laws the same have been transferred. 17-3 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. Page 5 of 7 I Exhibit "B" 17.4 Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal.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 Wth all applicable taws and regulations. The Bank will not be obligated to execute payment orders o reflect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom the Bank is prohibited to do business by any law or regulation applicable to the Bank In any jurisdiction (Including without limitation, applicable laws and regulations regarding persons or entities which may be subject to sanctions), or in any case where compliance would,in the Bank's opinion,conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may also take any other such action as is required under any law or regulation applicable to the Bank in any jurisdiction including, without limitation, freezing or blocking of funds. Transaction screening may result In delays In the posting of such transactions and/or 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 Bank may waive any of these Account Terms,but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms or Account Documentation. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of 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. 17.8 The Customer agrees at its sole expense: (i)to advise each of its employees,officers,agents or other persons accessing any Service by or on behalf of Customer('Users' of their obligations under the Account Terms or under any Service Terms or ancillary Service material, including, but not limited to, the obligation to refrain from using the Service via the Internet in the countries Identified by the Bank;and(i)to provide the Bankwith all information reasonably necessary to setup and provide Services for the Customer.Including, but not limited to, advising the Bank of the countries from which Users will access any Service via the Intemet. Customer shalt promptly provide the Bank with a notice of any claims it receives regarding a Service. 17.9 The Bank or the Customer,at*its sole discretion,may make recordings and retain such recordings of telephone conversations between the Customer and the Bank. 17.10 All payment Instructions,whether Items,payment orders or otherwise,are subject to applicable law and payment system rules. i 17.11 The Bank may retain copies(paper.electronic or otherwise)of any documents or Items relating to the Accounts and Services In a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records In lieu of their paper equivalents for any purpose and In any forum,venue or jurisdiction,including,without limitation,objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12Ai1 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. 17.13To 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),andfor other Information and documents that will allow the Bank to Identify the Customer. The Customer agrees that the Bank also may request and obtain certain Information from third parties regarding the Customer. For purposes of this provision, the Customer,to the extent required by law or regulation, shall include any signatory on an Account, If the Customer fails to provide or consent to the provision of any such information,the Bank may close any Account or discontinue providing any Service without further notice. 17.14 The Customer agrees that the Bank may deliver, make available andfor 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'ciick'its approval of such terms. Subject to applicable law and regulations,the Customer agrees that the act of"clicking'its approval(or any similar act which has the same effect)with respect to any such terms will be evidence of Customer's acceptance of the applicable terms and conditions,to the same extent,and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. 18. 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. If any person asserts that a dispute exists, the Bank is not required to Page 6 of 7 Exhibit "B" I determine whether that dispute has merit In order to refuse to pay funds or Interplead the funds. The Customer agrees W reimburse the Bank for any expenses,Including legal and attomeys'fees that the Bank Incurs because of any dispute. 19. Provisional Recredit In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's Investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account,even if that reversal results In an overdraft. Page 7 of 7 oil I P1 Certificate Regarding Accounts V 1.5_09_27_10 Instructions: Complete all relevant spaces with the requested 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: 746017485 ("Client Entity") Business Name: ('Business") (Applicable only for Sole Proprietorship or business operating under an assumed name Jurisdiction of Organization: TX 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&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, PartnershipILLP, 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. I certify to Bank that the governing body of Customer 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 organizational documents, have been entered in 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,if 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) I am(we are)all of the duly appointed and acting trustee(s) of the trust. I (we) certify to Bank that Customer's 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: 1311404 DOC ID: 1 Page 1 of 7 �I, Ilq1 j�� III 1 5. Sole Proprietor. I am the Customer, and I 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 disability. "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 time to time with Bank. "Account Manager"means each person holding 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:_City Manager, CFO If Customer is a sole proprietor, "Account Manager"means only Customer individually(i.e., the owner of the Business)or an Attorney-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 act 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 Customer's agreement to be bound by all of Bank's account terms, conditions, documents, and agreements (as they may be amended from time 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,("Instructions")as provided in the account terms, United States 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 Bank's 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,cr(2)any owner,shareholder,partner,member,manager,trustee,or venturer of Customer("Owner"), or(3)more than one Owner,eitherjointly or in the alternative. 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 act 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 Bank from any liability and will indemnify Bank against any loss,liability,or expense arising from Bank's 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: 1311404 DOC ID: 1 Page 2 of 7 �� IIID IllIl l VIII 1� I II 1l ll� 12. Death,Resignation,or Inability of Trustee to Act. If Customer is a trust(other than a business trusty 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. Notwithstanding any agreement to the contrary, if Customer fails 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 liable 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 Certifying Signature Certifying Signature Print Name: Print Name: Capacity/Title Capacity/Title E-Mail Address E-Mail Address Phone Number Phone Number Executed this_ day of PN: 1311404 DOC ID: 1 Page 3 of 7 Ili II �I II� 2. Applicable ONLY to Governmental Entity a)Certifying signer is: ❑ Financial Officer Certifying Official Official s Signature I t Sara White Printed Name City Clerk Tide swhite@roundrocktexas.gov 512-218-5404 E-Mail Address Phone 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 certify that the signature set forth above is the Financial Officer's signature. X t Nl Official's Signa ure Susan Morgan Printed Name CFO Title smorgan@roundrocktexas.gov 512-218-5445 E-Mail Address Phone Number Executed this S� day of PN: 1311404 DOC ID: 1 Page 4 of 7 Certificate of Incumbency I JPMorgan Chase Bank, N.A. V1.3_07_30_12 The undersigned certifies that: I am an authorized official of City of Round Rock , duly organized and existing under the laws of the State of TX, ("Organization"): that the information presented below is correct and 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: Type or Print Name Signatures(Please sign inside the box) Phone and Fax (Name) (Phone) Laurie Hadley 512-218-3234 (Title) (F ax) Cit Manager E-Mail Address Ihadley@roundrocktexas.gov (Name) (Phone) Susan Morgan 512-218-5445 (Title) " (Fax) CFO E-Mail Address smorgan@roundrocktexas.gov roundrocktexas.gov (Name) (Phone) (Title) (Fax) E-Mail Address (Name) (Phone) (Title) (Fax) E-Mail Address (Name) (Phone) (Title) (Fax) E Mail Address In Witness Whereof, I have hereunto subscribed my name and affixed the seal of the Organization, if applicable,this eL--Day of -Q. _20, .. By: SignatureQ& L' , 1 rk'� �© � V� Print Name _° Title 0 = ° By: Signature ®8 s^1J 09O 6" d~ Print Name a Title PN: 1311404 DOC ID:2 Page 7 of 7 Exhibit "C" Federal Reserve Bank Internal FR (Upon receipt by the Federal Reserve Bank) Joint Custody Service via FedMail® 1&0*06 Re nest Form Federal Reserve Bank Use Only `7 Due Diligence Verified: PLEASE TYPE FORM, PRINT,&SUBMIT(handwritten forms may delay Initials: FRBservices.org processing) Date: Use of the FedMail®access solution is governed by Federal Reserve Bank Operating Circular 5,Electronic Access("OC 5'). Depending on the services you choose to access using FedMail,additional Operating Circulars may govern.Federal Reserve Bank Operating Circulars are available at FRBservices.oro/regulations/operating circulars.html.Submission of this form constitutes acceptance of the terms and conditions of OC 5 and other applicable Operating Circulars and agreements.The Federal Reserve Banks have no obligation to verify the accuracy of the information you provide below and have the right to rely on such information in connection with the provision of FedMail access to the services you are requesting.Except to the extent prohibited by law or regulation,you agree to indemnify,hold harmless and defend the Federal Reserve Banks against any claim,loss,liability,or expense made against or incurred by the Federal Reserve Banks in connection with their reliance on the information provided below. Section 1 — General *Required Fields State or Local Government Institution Name Telephone Phone Ixtension Joint Custody Account Provide the 4-digit alpha-numeric account number(s)below that are listed as"institution ID"on your statement. Number(s) This form may be used for multiple account numbers being delivered to the same addresses,with a maximum of four account numbers. Account#1 Account#2 Account#3 Account#4 Section 2 — Service Profile Instructions 1. For email delivery, please provide more than one email address. 2. If updates are required to your current Joint Custody pledgee agreement, please call 800-327-0147 and select option 4. The email address(es) and/or fax number(s) below will remain in effect until an updated Joint Custody FedMail Request Form is submitted. Joint Custody Service (JCCR) Email Address or Fax Number www This list replaces the prior email addresses and/or fax numbers on file for your organization. LastJ tpdated:03/11 Page 1 of 2 Exhibit "C" Federal Reserve Bank Joint Custody Service via FedMail® Request Form Section 3 — Service Description Service Description Joint Custody Service Provides the ability to receive Joint Custody Daily Activity Statements and monthly (JCCR) Securities Holdings Reports electronically. The email is sent in text format;the statements and reports are sent as attachments, which may be viewed with a text editor, spreadsheet or word processing software. Section 4— Authorized Approval Flame 7iist the Initial Last Signature* The person signing this form must be listed on your current pledgee agreement on file with the Federal Reserve Bank as authorized to act for your account. Date* Telephone hone r tension Please submit this form to the Customer Contact Center at: Email: ccc.coordinators(c-okc.frb.org Fax: 800-660-7856 Mail: Customer Contact Center Federal Reserve Bank of Kansas City P.O. Box 219416 Kansas City, MO 64121-9416 The Financial Services logo and"FedMail'are registered service marks of the Federal Reserve Banks. A complete listing of marks owned by the Federal Reserve Banks is available at FRBservices.org. Last Updated:03/11 Page 2 of 2 Exhibit "D" Instructions for Completing a Pledgee Agreement & Authorization List Please retain a blank copy of the Pledgee Agreement for future use and a copy of the completed form for your records. Please type or print in ink the following information in the appropriate sections of the form • Please list the name of your entity,as it appears on your statements, on the blank line in the first sentence. (e.g. We,the"Town of Plainville") • Pledgee number is the four-character identifier that begins with an alpha character, is assigned by the Federal Reserve Bank, and can be found on your statement as the Institution ID. If this is a request to open a new account,please write"NEW". • To allow substitution of collateral, check the box YES to permit financial institutions that pledge collateral to you to replace or substitute collateral at the same or greater current value(par for par) without your having to approve each transaction: • Replacement collateral must be deposited the same day that the request to release the collateral is made. At no time are you at risk of being under-collateralized. No collateral will be released without a qualifying substitution or your approval. • FRB staff will calculate the current book value of the replacement collateral and ensure that it is of equal or greater value to the collateral it is replacing. • A Pledgee Activity statement will be sent to you as notification that a substitution has been completed. • Select NO to approve each and every individual transaction. • Call-back procedure refers to the number of Authorized Individuals who must approve a release of collateral. By checking the box for three-party call-back,you are indicating that one individual from your organization can initiate a collateral transaction and that same person can also verify the transaction. By checking the box for four-party call-back,you are indicating that two individuals from your organization are required for every approval: one individual can initiate the transaction but a second must verify it. (In both cases,the other two parties are Federal Reserve individuals.) • Name,title,signature,fax and telephone numbers of each individual authorized to release securities pledged to this public entity and held in a joint custody account at the Federal Reserve Bank. This list will be used to verify the authenticity of instructions to release pledged securities. Please provide at least three names and as many additional people as you need to accommodate vacations, illness,turnover, etc. Please list them in the order you prefer they be contacted. Rev 05/16/2003 Exhibit "D" Instructions for Completing a Pledgee Agreement (page 2 of 2) • Signature, name, and title of the officer who is authorized to designate the listed individuals. We recommend that the officer not be included on this list as one of the persons authorized to release securities. By signing this form,the officer authorizes the individuals listed to release pledged securities. This signature must be notarized. • Notary Information with seal must be obtained to validate the authenticity of the signature of the approving officer. • Please Return the completed Pledgee Agreement to: Federal Reserve Bank of Boston PO Box 55882 Boston,MA 02205 Attn: Joint Custody Or fax toll-free to: 877-973-8972 If you have questions or require assistance,please call a customer support representative: 800-327-0147, option 1. You can view Operating Circular 7 at the following web address: www.fibservices.org/OperatingCirculars/pdf/Oc7.pdf Rev 05/16/2003 Exhibit "D" Pledgee Agreement Form To: Federal Reserve Bank of Boston Tel: 800-327-0147,Option#4 600 Atlantic Avenue Fax: 877-973-8972 Boston,MA 02210 Attn: Wholesale Operations/Joint Custody Date: We,the 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): 17 NO (Instructions required for YES (Standing approval) each withdrawal) 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,Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please check one): ■ Three-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 individuals with respect to the account until we otherwise notify you. Telephone: Print Name: Title: Fax: Signature: Date: Telephone: Print Name: Title: Fax: Signature: Date: Telephone: ..._... Print Name: Title: Fax: Signature: Date: i I i i C REV 01/2006 Exhibit "D" Pledgee Agreement (page 2 of 2) Telephone: _ Print Name: Title:_ Fax: Signature: Date: The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Street Address or P.O Box Number City, State,Zip Code Official Signature/Date Printed Name and Title Notary State of County of On this day of 20 before me personally appeared to me personally known or satisfactorily proven,who by me duly sworn,did depose and say that he/she resides at ,in the City of in the State of that he/she is the [Title] of and that he/she executed this document on behalf of before me. (Signature o fNotary) (Print name of Notary) My commission expires on [Date] REV O1/2006 Exhibit "E" P DUD ROCCK TEXAS FINANCIE SOLICITATION OVERVIEW The City of Round Rock, Texas is solicitinz applications for: TITLE: Primary Depository Services RFA# 21-027 ISSUE DATE: Monday, October 11, 2021 DUE DATE: Monday, November 15, 2021, 3:00 P.M. DELIVERY TO: City of Round Rock ATTN: Adam Gagnon, Purchaser 221 East Main Street Round Rock, Texas 78664 Valley View Consulting, L.L.C. is assisting the City with the preparation of this RFA and the evaluation of applications received. All times referenced are Central Time. Exhibit "E" Table of Contents CALENDAROF EVENTS.........................................................................................................................................................2 INTRODUCTION.......................................................................................................................................................................3 ACCOUNTACTIVITIES...........................................................................................................................................................5 Transactionsby Account..............................................................................................................................5 AverageMonthly Balances...........................................................................................................................5 Depository Services Fee Schedule-See included Excel Spreadsheet..........................................6 EVALUATION CRITERIA.......................................................................................................................................................8 EXPECTED DEPOSITORY SERVICES................................................................................................................................9 OnlineBanking Portal...................................................................................................................................9 Collections...................................................................................................................................................... 11 Disbursements.............................................................................................................................................. 11 Fraud Protection Services......................................................................................................................... 12 Miscellaneous................................................................................................................................................ 12 SAFEKEEPING OF CITY OWNED SECURITIES...........................................................................................................15 SERVICES UNDER CONSIDERATION.............................................................................................................................16 INCENTIVES/ENHANCEMENTS OFFERED...............................................................................................................17 OTHER STIPULATIONS.......................................................................................................................................................19 COLLATERAL REQUIREMENTS.......................................................................................................................................22 SAMPLE DEPOSITORY SERVICES Contract................................................................................................................25 REQUIRED DISCLOSURES..................................................................................................................................................30 APPLICATION SUBMITTED BY........................................................................................................................................31 COMPLETE APPLICATION CHECKLIST........................................................................................................................32 Primary Depository Services RFA Page 1 Exhibit "E" CALENDAR OF EVENTS Friday, October 11,2021 RFA available to prospective financial institutions Friday, October 29,2021 Deadline for Questions/Requests for Additional Information (4:00 P.M. via email to agagnonkroundrocktexas.gov) Thursday,November 4, 2021 Deadline for City Responses to Questions (4:00 P.M.), Addendum to be posted on City website Monday,November 15,2021 Responses due to Purchasing Department by 3:00 P.M. Week of January 10, 2022 Bank Presentation/Demonstrations (if necessary) Tuesday, March 10. 2022 City Council consideration of award (6:30 P.M.) Wednesday,June 1, 2022 New Depository Services Contract period begins Primary Depository Services RFA Page 2 Exhibit "E" INTRODUCTION The City of Round Rock, Texas (the "City") acting through its designated officer (Name) is requesting applications from qualified financial institutions,to provide the City with primary depository services. The award of the depository services contract is scheduled for consideration by the City Council of Round Rock, Texas, at 221 East Main Street, at its meeting to be held on March 10, 2022. The City desires to enter into a depository services contract of mutual parry benefit and reserves the right to contact and negotiate with all applicants regarding their applications prior to award,to clarify,verify,or request information regarding any application. The City Council will award the depository services contract to the applicant(s) whose application provides the most advantageous terms for the City, based on compliance with the RFA requirements and the City's needs. The City may request presentations and/or demonstrations from any one or all applicants, and reserves the right to waive any formality or irregularity, (with the exception of the due date and time) and to make awards to more than one applicant, or to reject any or all applications. Delivery Instructions: Applications will be accepted until 3:00 P.M. on November 15�2021at City of Round Rock Attn: Adam Gagnon 221 East Main Street Round Rock, Texas 78664. Governing Statutes: Chapter 105,Texas Local Government Code Chapter 2256, Texas Government Code, "Public Funds Investment Act"as amended Chapter 2257, Texas Government Code, "Public Funds Collateral Act"as amended. City of Round Rock adopted Investment Policy. Chapter 131, Sub-chapter Z, Sec. 131.903, Conflict of Interest, Texas Local Government Code, "Finances". Eligibility to Apply: All qualified financial institutions with a main office or a branch office operating within the City's municipal boundaries. (Section 105.011) Term of Contract: The term of the depository services contract will be for five (5)years. Application Requirements: 1. One original(so marked) and two (2) complete bound copies of the application, 2. One complete copy of the application response as a PDF file on a Flash Drive, and 3. The MS-Excel Bank Service Fee Schedule on a Flash Drive. Primary Depository Services RFA Page 3 Exhibit "E" Authorized City Contact: All inquiries and or, questions, should be in writing, directed to Adam Gagnon, at agagnonkroundrocktexas.. Pursuant to Chapter 105 of the Texas Local Government Code, this RFA is intended to serve as the application submission form. There are multiple blanks to fill in and questions to be answered. The evaluation of all applications received will be based on the responses included herein. Exceptions,conditions,or qualifications to the provisions of the City's specifications or requirements must be clearly identified as such,with the reasons therefore, and alternate language proposed by the applicant, if any, clearly stated and inserted in the appropriate place in the application submission. Each of these exceptions, conditions, or qualifications to the City's specifications may be included, as appropriate, in the awarded depository services contract documents. Items and matters not explicitly notated in this manner shall be deemed to be in conformance with the City's specifications. The services and fees represented in the RFA submission response from the awarded financial institution, shall overrule any and all previous service or other contracts between the City and the financial institution, as they relate to the accounts and services included herein. The City will not be obligated by any charges and fees not clearly and accurately presented in the RFA submission from the awarded financial institution. Services initiated after consummation of the depository services contract shall carry charges and fees mutually agreed to, in writing,by the City and the awarded financial institution. Regardless of time delay, the awarded financial institution shall refund or credit the City for any erroneous charges and fees not agreed to in writing. Primary Depository Services RFA Page 4 Exhibit "E" ACCOUNT ACTIVITIES The City's current account structure and activity are reflected in the following table: TRANSACTIONS BY ACCOUNT CITY OF ROUND ROCK,TEXAS BANK TRANSACTIONS Based on June 2021 Timns actions Beginning Credits Debits Checks Paid Fading Description Balance \umber Amount Number Amount Number Amount Balance Operating Account S 20.417206 378 $ 39,221,233 109 $ 37,665,817 5 5 21 972,622 Payroll Account 15 3,979,014 3 3,962,669 39 16345 - Accounts Payable 22 9.109.142 494 9.109'.142 Financial Sere-ices Account 449 3265.621 74 3265.621 tilit- aunt 21 13.080 175 13.080 CD3GHL-D Entitlement Acct 102.046 5 30.689 4 126.164 M-_ I&5 Debt Service Account 226288 6 21.735.011 6 21.952208 �= Forst Creek Golf Club Acct 237 916 106 420.080 8 506.820 -C Forest Creek Golf Expense Acct 158,195 3 165,085 43 128211 69 89083 TOTALS $21,141,651 393 $77,933,955 112 567,607x10 39 $9,227,649 S22.245.44- The Payroll Account averages $6,754,022 per month with 99%of 1,100 employees using direct deposit. ACH file transmitted bi-weekly on Wednesday for payment on Friday. AVERAGE MONTHLY BALANCES City of Round Rock September 2020 to July 2021 Month Avg Ledger Avg Collected Balance Balance Sep 20 $ 7,080,887 $ 6,227,024 Oct 20 5,913,976 5,556,246 Nov 20 6,103,756 5,672,048 Dec 20 6,990,929 6,604,538 Jan 21 5,984,375 5,725,766 Feb 21 10,972,832 10,305,972 Mar 21 20,867,560 20,104,183 Apr 21 20,926,794 20,370,525 May 21 20,033,185 19,549,370 Jun 21 21,541,730 21,226,610 Jul 21 21,848,817 21,427,200 Aug 21 19,965,257 19,640,342 Average S 14,019,175 $ 13,534,152 Primary Depository Services RFA Page 5 Exhibit "E" DEPOSITORY SERVICES FEE SCHEDULE - SEE INCLUDED EXCEL SPREADSHEET Fee Schedule for the City of Round Rock, Texas Based on August 2021 Transaction Volumes AFP UNIT SERVICE SERVICE PRODUCT LINE AND DESCRIPTION VOLUME PRICE CHARGE CODE ($) ($) 230 BALANCE BASED CHARGES 19,965,255 0.00 ACCOUNT SERVICES 010000 ACCOUNT MAINTENANCE 7 0.00 010020 CASH CONCENTRATION MAINTMASTER 1 0.00 010021 CASH CONCENTRATION MAINT SUB 4 0.00 010100 DEBIT POSTED-ELECTRONIC 185 0.00 010101 CREDIT POSTED-ELECTRONIC 668 0.00 010307 STATEMENT CYCLES 7 0.00 150OZZ POST NO CHECKS MAINTENANCE 3 0.00 BANKING CENTER SERVICES 100000 BRANCH CREDITS POSTED 27 0.00 100000 NIGHT DROP CASH VERIFICATION 9,171 0.00 10004A BRANCH ORDER CURRENCY STRAP 37 0.00 100040 BRANCH ORDER PROCESSED 12 0.00 100044 BRANCH ORDER-COIN ROLL 101 0.00 100500 BRANCH DEPOSIT ADJUSTMENT 1 0.00 VAULT SERVICES 100100 VAULT DEPOSIT 249 0.00 10011Z VAULT DEPOSIT PER$1,000 159 0.00 100111 VAULT DEP PARTIAL OR MIXED BAG 20 0.00 DEPOSITORY SERVICES 010101 CREDITS POSTED 249 0.00 100200 ICL DEPOSIT EARLY 47 0.00 100210 ON-US STANDARD 23 0.00 100210 FILE TRANSMISSION REC.-VPN 47 0.00 100210 ON US PREMIUM 570 0.00 100214 IMAGE GROUP ONE 1,308 0.00 100214 IMAGE GROUP TWO 2,352 0.00 100214 IMAGE GROUP TWO -TIER 2 447 0.00 100220 CHECK DEPOSITED-ON US 49 0.00 100224 CHECK DEPOSITED-TRANSIT 535 0.00 100400 RETURN ITEM 6 0.00 100402 RETURN ITEM REDEPOSIT 4 0.00 100419 RETURN-EMAIL NOTIFICATION 6 0.00 999999 IMAGE QUALITY SUSPECT ITEMS 2 0.00 DISBURSEMENT SERVICES 010100 CHECK/DEBIT POSTED 326 0.00 010112 CONTROLLED DISB FUNDING 44 0.00 Primary Depository Services RFA Page 6 Exhibit "E" 150000 CONTROLLED DISB ACCT MAINT 1 0.00 150030 EXCEPTION NOTIFICATION-ACCT 4 0.00 150110 CONTROLLED DISB CHECK POSTED 494 0.00 150410 STOP PAYMENT-ELECTRONIC 2 0.00 150412 STOP PAYMENT AUTOMATIC RENEWAL 13 0.00 151351 IMAGE STORAGE PER ITEM 820 0.00 151710 CHECK INQUIRY MAINTENANCE 4 0.00 RECONCILIATION SERVICES 150030 POSITIVE PAY MAINTENANCE 4 0.00 150122 PAYEE NAME VERIFICATION 820 0.00 151351 IMAGE CAPTURE PER ITEM 820 0.00 POS PAY EXCEPTIONS REPORTED 4 0.00 POS PAY EXCEPTIONS RETURNED 1 0.00 151353 CD ROM-PER CD 1 0.00 151353 CD ROM MAINTENANCE 1 0.00 200010 FULL RECONCILEMENT-MAINT 4 0.00 200110 FULL RECONCILEMENT-PER ITEM 820 0.00 200201 ISSUE INPUT FILE WITH RECON 11 0.00 200301 OUTPUT FILE 6 0.00 WIRES 350100 ELECTRONIC FED DEBIT S/T 11 0.00 350124 ELECTRONIC BOOK DEBIT S/T 1 0.00 350300 FED CREDIT S/T 7 0.00 350599 FED TRANSFER FEE 18 0.00 E-LOCKBOX 050030 ELOCKBOX MAINTENANCE 2 0.00 050300 ELOCKBOX TRANSACTION RECEIVED 3,648 0.00 259925 ELOCKBOX FILE PROCESSING 22 0 AUTOMATED CLEARING HOUSE 250000 ACH MAINTENANCE 3 0.00 250000 ACCESS ACH MAINTENANCE 4 0.00 250501 ACH BATCH/FILE PROCESSED 15 0.00 250100 DEBIT ORIGINATED 2,574 0.00 250101 CREDIT ORIGINATED 3,619 0.00 250120 ADDENDA RECORD ORIGINATED 20 0.00 ACH DELETE-ITEM 1 0.00 ACH NOC PER ITEM 1 0.00 250200 DEBIT RECEIVED 91 0.00 250201 CREDIT RECEIVED 574 0.00 250302 RETURN ITEM 7 0.00 250400 RETURN NOTIFICATION-EMAIL 7 0.00 ACH POSITIVE PAY/FRAUD FILTER 251050 TRANSACTION BLOCK MAINTENANCE 7 0.00 251051 ACH TRANS BLOCK AUTHORIZED ID 42 0.00 RECEIPTSTREAM/ENH REC SVCS Primary Depository Services RFA Page 7 Exhibit "E" 300524 EDI SUMMARY REPORT 172 0.00 300524 EDI DETAIL REPORT 232 0.00 ONLINE REPORTING 400610 MONTHLY SERVICE 1 0.00 40044Z ACCOUNTS REPORTED -PREV DAY 9 0.00 DETAIL 40066Z TRANSACTIONS REPORTED-45 DAY 1,563 0.00 40066Z CONT DISB CHECKS REPORTED 474 0.00 40066Z EXTENDED TRANSACTION DETAIL 7,037 0.00 400699 ACCT TRANSFER ITEM 4 0.00 TOTAL CHARGE FOR SERVICES 0.00 EVALUATION CRITERIA The City shall carefully review the submitted applications. The evaluation of the applications will be based on the following criteria: 1. Ability of proposer to perform and provide the required and requested services; 2. References provided and quality of services; 3. Cost of services; 4. Transition cost,retention and transition offers, and incentives; 5. Interest rates on interest bearing accounts and deposits; 6. Earnings credit rate on compensating balances; 7. Previous service relationship with the City; 8. Convenience of location(s); 9. Completeness of application and contract to points outlined in the RFA; and 10. Financial strength and stability of the institution. Primary Depository Services RFA Page 8 Exhibit "E" EXPECTED DEPOSITORY SERVICES The following services must be provided as described or in an alternative form that results in essentially the same outcome or capability. ONLINE BANKING PORTAL 1. ONLINE REPORTING SERVICES — The City uses Munis/Incode/STW and expects online reporting that at a minimum includes: • ledger balance, • collected balance, • one day float amount, • total credits, • total debits, • detail debits and credits, • transaction search capability, and • export capability to MS-Excel. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. WIRE TRANSFERS — The online banking system must offer wire transfer capability. Wires may be one time or be set up as repetitive of varying amounts. Notification of incoming wire transfers shall be made via the online banking portal. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 3. ACH— The City expects a robust ACH system to create ACH credits for direct deposit of payroll and vendor payments, and to direct debit customer accounts for A/R and utility billing charges. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 4. STOP PAYMENTS — City expects the ability to place stop payments online. Please provide additional information regarding auto-renewals and duration of stop payments: Term of Initial Stop Payment Automatic Renewal Offered(Yes/No) Manual Renewal Offered (Yes/No) Comment: S. ONLINE BANKING HISTORICAL INFORMATION RETENTION — How long is continuous historical information retained online and accessible by the uses? Please use the comments section to explain the default time period,and if additional fees apply for extending storage time beyond the default time period. ❑ 90 Days Primary Depository Services RFA Page 9 Exhibit "E" ❑ 180 Days ❑ 12 Months ❑ Other—please detail retention length in comments Comment: 6. ONLINE BANKING ADMINISTRATION — Once the service is in place, are users managed through self-administration, or through requests submitted to the financial institution? ❑Self-Administration ❑Via request sent to the financial institution Comment: 7. MOBILE APP FUNCTIONALITY/ACCESS—The City is interested in having access to perform certain online banking functions for the City via their smart phones. If your institution offers this services,what functions are available for use? ❑ Balance Reporting and Transaction Detail ❑ Initiate and/or Release/Approve Wire Transfers ❑ ACH—Release/Approve Batches ❑ Positive Pay Exception Decisions ❑ Please list any additional functionality or clarifications in the comments ❑ Our bank does not currently offer any banking services through a mobile app Comment: 8. ALERT/MESSAGING SYSTEM — The City is interested in alerts sent via email and/or text messaging to alert the City of specific activity such as incoming wires,positive pay exceptions,etc.? If your institution offers this service,how is the City charged for this service? ❑ Messaging is provided at no cost ❑ Messaging is provided for a flat monthly fee of $ ❑ Messaging is provided as a fee per message/per device fee of $ ❑ Messaging of this type is not currently offered by our bank Comment: 9. ELECTRONIC DATA INTERCHANGE — The City expects Electronic Data Interchange ("EDP') service in order to see addenda information included with ACH deposits. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 10.PAID CHECK IMAGE OPTIONS—What options does your institution offer for providing copies of paid checks to the City? ❑ Image of paid checks printed on statements ❑ Image of paid checks printed on the online version of the statements ❑ PDF File downloadable to the City each month ❑ Online Image Inquiry/Search Comment: Primary Depository Services RFA Page 10 Exhibit "E" COLLECTIONS 1. REMOTE DEPOSIT CAPTURE - The City is currently using Remit Plus Software to capture remote deposits and they own a Canon M111021 scanner which creates an Image Cash Letter that is sent to the bank as an .x937 file for the deposits. Please confirm that your bank can process this image file of the checks from Remit Plus. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. CONSUMER BILL PAY PROCESSING - The City expects this service (often referred to as E- Lockbox)for receipts of utility and other payments generated from personal customer bank bill pay applications. The remittance data and payment amount captured during processing must be transmitted to the City daily for the update of the accounts receivable file. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 3. CASH VAULT—The City currently uses an armored courier and prefers an institution that offers a cash vault to receive and process the deposits from the armored courier. ❑ Our bank offers and manages our cash vault in-house, located in ❑ Our bank offers cash vault through a third-party vendor , located in ❑ Our bank does not offer a vault but accepts deposits from couriers at our branch locations. Comment: 4. LOCKBOX PROCESSING — The City expects lockbox processing services for remittances of Utility Billing/EMS payments. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: DISBURSEMENTS 1. CONTROLLED DISBURSEMENT ACCOUNT(s) - The City currently utilizes two controlled disbursement accounts for its disbursements. The controlled disbursement presentment notification must also be accessible through online banking services. This information must be available and accessible by 10:00 A.M. local time. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. ZERO BALANCE ACCOUNT -The City expects a zero-balance account for its Payroll Account and may consider replacing the two controlled disbursement accounts with zero balance accounts. The bank teller function must identify the Payroll Account as a ZBA to ensure employee presentments made at the bank are honored. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Primary Depository Services RFA Page 11 Exhibit "E" Comment: 3. EMPLOYEE CHECK CASHING — The City expects the institution to cash checks issued to employees (with proper identification)without service charges or fees to the employee or the City, and without requiring the employee to open an account with the institution. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: FRAUD PROTECTION SERVICES 1. POSITIVE PAY AND ACCOUNT RECONCILIATION SERVICE — The City expects positive pay on designated accounts from which checks are issued and full/partial account reconciliation service on the Operating, Payroll, and Disbursement accounts. The City electronically transmits the issued check files to the institution. Positive pay files must be transmitted electronically. Minimum payment verification criteria shall be payee name,date,check number,and amount. The City may approve and make pay/no pay decisions on any exception items. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. AUTOMATIC STALE DATING OF CHECKS — The City prefers the option of checks automatically becoming stale dated after a set period of time,based on the issue date in the Positive Pay system. Does your institution offer this feature,and if so,how does the institution handle items presented after they are stale? ❑Yes, stale dating is offered. ❑No, stale dating is not offered as described. Comment: 3. POST NO CHECKS—The City expects the fraud protection feature or service that prevents checks being presented for payment to be posted to the accounts from which checks are not issued. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 4. ACH POSITIVE PAY aka ACH Fraud Filter — The City expects ACH positive pay/filter capabilities on its accounts, with the ability to selectively permit specified ACH debits on certain accounts and restrict all ACH debits from certain accounts. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: MISCELLANEOUS 1. ACCOUNT STATEMENTS — The City expects that statements be rendered within five (5) working days after the close of the calendar month. Monthly cutoff of statements must occur on the last calendar day of each month. Bank will notify City before inactive accounts are placed in dormant status for inactivity. The statement shall include debits and credits made on the last day Primary Depository Services RFA Page 12 Exhibit "E" of the period and the detail items. Bank statements must be received monthly, even if there is no activity for the account. The City expects to have access to online bank statements with images for at least the previous twelve months of statements. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. ACCOUNT ANALYSIS—The City expects account analysis statements by individual account and at group level, reflecting average ledger balance, average uncollected funds, average collected balance, reserve requirement, average available balance, rate and amount of earnings credit, detail of services provided with quantities and unit fees for each, and total service cost, delivered to the City on a monthly basis. This requirement aoolies to "No Fee" or"Fee Waiver" applications. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 3. PAYMENT FOR SERVICES and ACCOUNT SETTLEMENT—The City expects to pay for all services provided by the earnings credit amount generated by account balances, or by direct payment, or a combination of both. The City prefers that settlement of the excess/deficient condition as reflected by the group level account analysis occur on a quarterly basis. The City reserves the right to select Monthly Settlement if the pricing structure of the awarded financial institution favors Monthly Settlement. If deficient, settlement is to be made by direct debit to the City's designated account. ❑Yes, can provide as expected.❑No, cannot provide as expected. Comment: 4. BALANCE ASSESSMENT — State how the institution will treat any Balance Assessment or balance-based fee applicable to the City (i.e. Deposit Supervisory Fee, Premium Assessment Fee, etc.). Please indicate if the assessment will be for all depository balances or non-interest bearing balances only. (Also,please reflect treatment on the attached Fee Schedule) ❑ Fees apply to only non-interest-bearing balances. ❑ Fees to be waived. ❑ Fees to be partially waived. ❑ Fee to be passed in full to the City. Comment: 5. RESERVE REQUIREMENT —Applicant must indicate whether or not a reserve requirement on balances used in calculating earnings credit is required. ❑Yes. ❑No Reserve Requirement% Comment: 6. EARNINGS CREDIT RATE— The institution must state the current ECR, rate formula, and rate floor being proposed: Primary Depository Services RFA Page 13 Exhibit "E" ECR% Rate Formula(i.e. is there an index or is it a bank determination?): How often will the ECR adjust if not indexed? Rate Floor: Comment: 7. INTEREST RATE OPTION — If balances are sufficient to cover all services and additional balances are available to earn interest, please state the current rate, rate formula, and floor being proposed: Interest Rate % Rate Formula(i.e. is there an index or is it a bank determination?): Rate tiers based on balance? Rate Floor: Type of Account: (MMF, Interest Bearing Account, ICS, Investment Sweep Account): Any Fees associated with the recommended investment option: Comments/additional info if desired to clarify determination of interest rate Primary Depository Services RFA Page 14 Exhibit "E" SAFEKEEPING OF CITY OWNED SECURITIES The Public Funds Investment Act in conjunction with the City's Investment Policy shall govern the City's investment activity and the successful applicant shall be expected to provide services within the constraints of both. The City requests that the institution provide safekeeping services for the securities owned by the City, or offer an alternative option for safekeeping services. The institution will act as securities clearing agent for all security purchases made by the City and for sales of securities from the investment portfolio, and will provide the necessary wire transfer and physical delivery services required to support investment activities. All securities will be handled on a Delivery Versus Payment(DVP)basis as they are cleared into and out of the City's account. Necessary controls will be negotiated with the institution. Confirmation of trades must be provided to the City within one (1) business day. Security clearance and safekeeping services shall be governed by a "Safekeeping Agreement" or similar contract executed between the City and the Institution. All interest payments on securities held are to be posted on the due date or on the next business day in the event the due date falls on a weekend or bank holiday. The City must be notified within seven(7)days of a call date notice for any securities being called prior to maturity. The City prefers a web-based safekeeping transaction monitoring and reporting mechanism. As of June 30, 2021, the City's security portfolio totals approximately $38,600,000 made up of 15 securities. Please provide a schedule of securities safekeeping fees with the required Response Attachments. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: Primary Depository Services RFA Page 15 Exhibit "E" SERVICES UNDER CONSIDERATION 1. SMART SAFE—The City is considering the possible use of Smart Safe for the secure handling of cash receipts. Please provide details for this service including cost associated with this service. Please describe any requirements the City would have to consider for this service. ❑Yes, can provide as requested. ❑No, cannot provide as requested. Comment: Please provide a detailed description of how this service is set up, including pricing options for transactions and all equipment: Description: 2. ATM DEPOSIT CARDS —The City may be interested in using ATM deposit only cards for small deposits from various departments. Does your bank offer this service? ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: Primary Depository Services RFA Page 16 Exhibit "E" INCENTIVES / ENHANCEMENTS OFFERED 1. TAMPERPROOF DEPOSIT BAGS—Will the institution provide tamperproof bags at no charge? ❑Yes, can provide as requested. ❑No, cannot provide as requested. Comment: 2. ENDORSEMENT STAMPS & OTHER SUPPLIES — Will the institution provide endorsement stamps and deposit slips at no charge? ❑Yes, can provide as requested. ❑No, cannot provide as requested. Comment: 3. REMOTE DEPOSIT SCANNERS — Is the institution offering a scanner(s) to the City at no additional cost? ❑Yes, institution is offering the following: Number of scanner(s) Brand of Scanner Single feed or Capacity of documents scanned/minute ❑ No, institution is not offering a free scanner with the response. 3. COURIER OR ARMORED CAR SERVICES —Is the institution offering to help to offset the cost of Courier or Armored Car services through a direct credit or through the application of Earnings Credit to the cost? If so,please provide the details of the service and how it would be billed. The City currently deposits approximately$50,000 per month in cash and coin. Pick-up from 3 locations M T W T F. ❑ Courier fees to be fully reimbursed ❑ Courier Fees to be partially Courier reimbursed;billed through analysis ❑ Fee to be passed in full to the City;billed through analysis ❑Not offered. Comment: 4. INCENTIVE FEE WAIVER—If your institution is offering a waiver of monthly service fees during a specific timeframe,please provide the following information for clarity of the terms of your offer. ❑ Zero-pricing waiver (no fees assessed) during the timeframe of the offer and interest can be earned on balances during this time Number of months of the fee waiver: Maximum dollar amount of waiver(if any limitations): Comment: ❑ "Net"fee waiver (only for fees not covered by balances and earnings credit) Number of months of the fee waiver: Primary Depository Services RFA Page 17 Exhibit "E" Maximum dollar amount of waiver(if any limitations): Comment: ❑ No waivers- Institution is not offering a waiver of fees S. CASH TRANSITION ALLOWANCE/RETENTION BONUS/OFFER—If Institution is offering a cash amount to offset the cost of the transition,please provide that amount. Comment: Primary Depository Services RFA Page 18 Exhibit "E" OTHER STIPULATIONS 1. RIGHT TO CANCEL UNDER FEDERAL OR STATE LAW RULINGS — In the event it would be ruled illegal under the provisions of any Federal or State laws or regulations for the successful institution to comply with the requirements of the contract, then the City expressly reserves the right and privilege to cancel the contract and to re-solicit applications. ❑ Agreed Comment: 2. RIGHT TO OPEN&MAINTAIN OTHER ACCOUNTS—The City shall have the right,at its sole discretion,to direct, open and maintain accounts at other institutions. ❑ Agreed Comment: 3. CERTIFICATES OF DEPOSIT— Certificates of Deposit("CDs") will be opened in the name of the City and must be fully insured by the FDIC or collateralized in accordance with Chapter 2257 Public Funds Collateral Act and the City's Investment Policy until the maturity date. Proof of collateral must be supplied to the City prior to CD settlement. ❑ Agreed Comment: 4. RIGHT TO TERMINATE—The City expressly reserves the right to terminate the contract with or without cause at any time by providing ninety (90)days written notice to the successful institution to close its accounts and terminate services. ❑ Agreed Comment: 5. TERMS FIXED — All fees, rate formulas, and conditions shall be fixed for the entire contract period, including any and all continuations. ❑ Agreed Comment: 6. SEMI-ANNUAL MEETING— The City expects a review meeting at least once every six months to evaluate the working relationship between the City and the successful institution. The objective shall be to address any problems and to seek solutions as well as keeping abreast of changes, new services, or new requirements. ❑ Agreed Comment: 7. FORMAL CONTRACT REQUIRED—The final appointment of the successful institution shall be made by the City Council. The successful institution shall be required to enter into a contract that incorporates all of the requirements of their official response to this RFA, along with the accompanying related schedules and materials as called for in this RFA. The formal agreements should include: a primary depository services contract, a collateral custodial agreement, and a Primary Depository Services RFA Page 19 Exhibit "E" FIRREA compliant resolution of certification (see reference under the Collateral Requirements). A sample of'the proposed contract is attached. ❑ Agreed Comment: 8. NET OVERDRAFT DEFINED — The City does not intend to have a net overdraft position occur during the term of the contract. A net overdraft shall be defined as a negative balance in the City's accounts collectively,not by individual account. ❑ Agreed Comment: 9. OVERDRAFT NOTIFICATION—In the event a check or checks shall be presented for payment where there is insufficient funds in City's collective accounts, the successful institution agrees to promptly notify the City's Chief Financial Officer or other signatory person,by telephone or other means, of the overdraft condition,and to provide the City a period not exceeding one business day to respond and rectify the condition. ❑ Agreed 10. RESEARCH— The City expects that all research requests are responded to within three business days of the request. ❑ Agreed Comment: 11. BANK ERRORS —Bank errors resulting in lost interest or incorrect service fees to the City must be reimbursed by the bank to the City,utilizing a mutually agreed upon method of reimbursement. ❑ Agreed Comment: 12. AUDIT CONFIRMATIONS — Successful institution must provide account balance audit confirmations to the City's audit firm annually at no charge. ❑ Agreed Comment: 13. ONE RELATIONSHIP OFFICER—The City requests one relationship manager to coordinate the successful institution's efforts and remain directly responsible for facilitating all City/Institution interaction. Description Name Title Phone Relationship Officer Address Email Address Primary Depository Services RFA Page 20 Exhibit "E" This RFA is being offered by the following person duly authorized to act on behalf of the City: Director of Administrative Services Primary Depository Services RFA Page 21 Exhibit "E" COLLATERAL REQUIREMENTS The institution shall pledge collateral to satisfy the requirements of the Public Funds Collateral Act, Chapter 2257, Government Code, and the City's Investment Policy. 1. COLLATERAL AMOUNT — The maximum ledger balances could exceed $6,000,000 in the aggregate. Historically, the average balances are less than $5,000,000. Applicant must clearly explain any collateral limitations or fees. The City reserves the right to maximize or minimize bank balances regardless of historical patterns. The institution must monitor the collateral adequacy daily and provide additional collateral to secure balances as required. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 2. COLLATERAL CUSTODY — The pledged securities shall be held at an independent custodian acceptable to both the City and the institution. Please provide the name of the proposed independent custodian as well as any related fees. Name of Proposed Custodian: ❑Yes, can provide as expected.❑No, cannot provide as expected. Comment: 3. LETTERS OF CREDIT or PLEDGED SECURITIES —How will your institution collateralize the City's deposits: ❑ Letters of Credit ❑ IntraFi Structure (or similar FDIC spreading program) ❑ Pledged Securities IF Pledging Securities please respond to the following: 4. Ledger balance shall determine the total balance level. The institution shall pledge collateral equal to or in excess of the required level on a same day basis. If prior day ending ledger balance is to be used as the basis for calculating the required collateral pledge, in order to minimize any period where the City balances could be under collateralized,the City will require that a fixed pledged amount be maintained as mutually agreed to by the City and the institution. ❑Yes, can provide as expected. ❑No,cannot provide as expected. Comment: 5. COLLATERAL SUBSTITUTION — The City prefers that any substitutions of the pledged securities in the total amount pledged shall be made only by and with the proper written authorization of an authorized City signatory. How does your institution handle substitutions? ❑ Substitutions will only be done with prior written authorization from the City ❑ Substitutions will be done without prior written approval, but always for securities of equal or greater quality and with a market value great than or equal to the securities being replaced. The Primary Depository Services RFA Page 22 Exhibit "E" City, at its sole discretion, has the right to request a different security if the substituted security is unacceptable. Comment: 6. COLLATERAL REDUCTIONS—The City strongly prefers that any reduction of the total amount pledged shall be made only by and with the proper written authorization of an authorized City signatory. How does your institution handle collateral reductions: ❑ Reductions will only be done with prior written authorization from the City ❑ Reductions MAY be done without prior written approval. If the second option is the one your institution uses, will your bank agree to maintain a minimum threshhold of collateral that will not be lowered without prior approval from the City'? ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: 7. COLLATERAL REPORT—The institution and the custodian shall provide City a monthly pledged securities report or additional reports at any time requested by City. The report must describe the total pledged securities by: Name Type/Description CUSIP Par Value Current Face Value Maturity Date ❑Yes,can provide as expected. ❑No, cannot provide as expected. Comment: 8. ONLINE REPORTING-Is daily online access to the City's collateral account available through the third-parry custodian? ❑Yes,can provide as requested. ❑No, cannot provide as requested. Comment: 9. BOARD RESOLUTION—The Board of Directors or designated committee of the institution will be required to provide a FIRREA compliant resolution. The following is an excerpt of the FIRREA requirement from the FDIC Code: e) AGREEMENTS AGAINST INTERESTS OF CORPORATION.-- (1) IN GENERAL.--No agreement which tends to diminish or defeat the interest of the Corporation in any asset acquired by it under this section or section 11, either as security for a loan or by purchase or as receiver of any insured depository institution, shall be valid against the Corporation unless such agreement-- (A) is in writing, (B) was executed by the depository institution and any person claiming an adverse interest thereunder,including the obligor, contemporaneously with the acquisition of the asset by the depository institution, Primary Depository Services RFA Page 23 Exhibit "E" (C) was approved by the board of directors of the depository institution or its loan committee,which approval shall be reflected in the minutes of said board or committee, and (D) has been, continuously,from the time of its execution, an official record of the depository institution. ❑Yes, can provide as expected. ❑No, cannot provide as expected. Comment: Primary Depository Services RFA Page 24 Exhibit "E" REQUIRED DISCLOSURES As defined in Section 105.015 (c), each applicant shall comply with the conflict of interest provision of Section 131.903 of the Texas Local Government Code in regard to the selection of the depositories: Sec. 131.903. CONFLICT OF INTEREST. (a) A bank is not disqualified from serving as a depository for funds of a political subdivision if: (1) an officer or employee of the political subdivision who does not have the duty to select the political subdivision's depository is an officer, director, or shareholder of the bank; or (2) one or more officers or employees of the political subdivision who have the duty to select the political subdivision's depository are officers or directors of the bank or own or have a beneficial interest, individually or collectively, in 10 percent or less of the outstanding capital stock of the bank, if (A) a majority of the members of the board,commission,or other body of the political subdivision vote to select the bank as a depository; and (B) the interested officer or employee does not vote or take part in the proceedings. (b) This section may not be construed as changing or superseding a conflicting provision in the charter of a home-rule municipality. In addition,the following disclosures apply: Disclosure of interest: Pursuant to Chapter 176 of the Texas Local Government Code, a person, or agent of a person,who contracts or seeks to contract for the sale or purchase of property,goods, or services with the City of Round Rock, Texas must file a completed conflict of interest questionnaire which is available at www.ethics.state.tx.us. The conflict of interest questionnaire must be filed with the City of Round Rock, Texas no later than the seventh business day after the later of the date that the person or agent begins contract discussions or negotiations with the City or submits to the City an application,response to a request for proposal or bid, correspondence, or writing related to a potential agreement. An updated conflict of interest questionnaire must be filed in accordance with Chapter 176 of the Texas Local Government Code. An offense under Chapter 176 is a Class C misdemeanor. Certificate of interested parties: Section 2252.908 of the Texas Government Code applies to all contracts entered into on or after January 1,2016. The law states that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity at the time the business entity submits the signed contract to the governmental entity. The law applies, with a few exceptions, to all contracts/purchases of a governmental entity that require action or vote by the governing body of the entity. The electronic filing application process can be started on the Texas Ethics Commission website at www.ethics.state.tx.us. The City acknowledges that publicly traded business entities are exempt from this requirement. In compliance with Chapter 2252 Subchapter F, of the Texas Government Code, Prohibiting government contracts with a company doing business with Iran, Sudan or a foreign terrorist organization, the City of Round Rock, Texas will not enter into a contract with a company reported on the LISTED COMPANIES per Section 2252.153. Primary Depository Services RFA Page 30 Exhibit "E" APPLICATION SUBMITTED BY This application is being submitted to the City by the following person duly authorized to act on behalf of this applicant. Name of Financial Institution U 0 *IAD Mhon FDIC or NCUA Certificate# Address of Financial Institution Telephone# � Email Address G"_?VX 1-9 .rT%EC3P e-Z � r-� ar\ - Officer Name&Title(printed) V i(:e efe-lld-kn�- Officer Signature _—_ Signature indicates respondent accepts the specifications, terms and conditions of this RFA and that applicant is not delinquent on any payment due the Laity or involved in any lawsuit against the City. Date: Primary Depository Services RFA Pale 31 Exhibit "E" COMPLETE APPLICATION CHECKLIST (Please provide in the order listed) ❑ Executive Summary/Coversheet ❑ One (1) original so marked completed application and two (2) of bound copies. ❑ Completed RFA in PDF format on USB-flash drive. ❑ Completed Fee Schedule returned in Excel format on the USB —flash drive. ❑ Good Faith Performance check in the amount of$5,000 payable to the City of Round Rock COMMENTS: ❑ PRO-FORMA ACCOUNT ANALYSIS—A pro-forma account analysis statement using your format and service descriptions that reflect your proposed fees based on the volumes provided in this RFA and indicate any capability to provide the information electronically. COMMENTS: ❑ SAMPLE COLLATERAL AGREEMENT — As required by Bank/Custodian named in the RFA. COMMENTS: ❑ SAMPLE SAFEKEEPING AGREEMENT—As required by Safekeeping Agent. COMMENTS: ❑ SAMPLE SAFEKEEPING REPORT OF CITY-OWNED SECURITIES — Sample safekeeping report of the City owned securities that the City will receive monthly. COMMENTS: ❑ SECURITIES SAFEKEEPING FEES — Schedule of Securities Safekeeping Fees. COMMENTS: ❑ REFERENCES—List of at least three(3)comparable references and current Texas public funds clients, with total number of collateralized Texas public fund clients. COMMENTS: ❑ SAMPLE FIRREA COMPLIANT DOCUMENT—A sample copy of the document that clearly shows that the institution's Board or designated committee has accepted the Depository Contract and authorized the pledge of collateral, with a permanent record of this action to be maintained in the minutes of the institution. COMMENTS: Primary Depository Services RFA Page 32 Exhibit "E" ❑ COMPLETED AND SIGNED DISCLOSURES —As required and applicable within the RFA. COMMENTS: ❑ COMPLETED AND SIGNED APPLICATION SUBMITTED BY FORM—Please include the signed form in the PDF file as well. COMMENTS: ❑ EXCEPTIONS TO RFA REQUIREMENTS — Please provide a summary of any exceptions your institution has noted regarding the requirements as contained in this RFA. COMMENTS: APPLICANT'S INITIALS: Primary Depository Services RFA Page 33 Exhibit "F" b �m gn. . w 1f Primary Depository Services Proposal RFA# 22-007 November 15, 2021 Prepared by: Stephanie Lopez Nathaniel Farkas Relationship Manager Treasury Management Officer 221 W 61h St, Floor 2 8181 Communications Pkwy Bldg B, Floor 3 Austin, TX 78701-3400 Plano, TX 75024-0239 (512)479-2720 (972) 324-1651 stephanie.m.lopez@jpmchase.com nathaniel.k.farkas@jpmchase.com J.P.Morgan Exhibit T" 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"Organization")in order to assist the Organization in evaluating certain products or services that may be provided by J.P.Morgan. Chase, J.P.Morgan, and JPMorgan Chase and InstaMed are marketing names for certain businesses of JPMorgan Chase & Co. and its affiliates and subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used).Products and services may be provided by commercial bank affiliates,securities affiliates or other J.P.Morgan affiliates or entities.In particular,securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P.Morgan Securities LLC,J.P.Morgan Institutional Investments Inc.or by such other affiliates as may be appropriate to provide such services under applicable law.Such securities are not deposits or other obligations of any such commercial bank,are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation.We are not responsible for the performance of our partners, their continued service levels,or their ability to provide services. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal,tax,investment,accounting,regulatory or any other matters.J.P.Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto.You should consult with your own advisors regarding such matters and the suitability,permissibility and effect of any transaction.In no event shall J.P.Morgan nor any of its directors,officers,employees or agents be liable for any use of,for any decision made or action taken in reliance upon, or for any inaccuracies or errors in,or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products.J.P.Morgan is not providing any such advice or acting as the Organization's agent,fiduciary or advisor, including,without limitation,as a Municipal Advisor under Section 15B of the Securities and Exchange Act of 1934,as amended. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P.Morgan.J.P.Morgan also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P.Morgan's "Know Your Customer" due diligence and meeting product requirements. These steps are included in J.P.Morgan's client onboarding process. This document may contain information that is confidential and/or proprietary to J.P.Morgan,which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person.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 J.P.Morgan. To help the United States government fight the funding of terrorism and money laundering activities,U.S.law(Section 326 of the USA PATRIOT Act)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. Please note that we do not issue cards and prohibit use of our cards in any country against which the United States has imposed sanctions.A current list of such sanctioned countries, as well as information about sanctions, is available on the U.S. Department of the Treasury website: treas.gov/offices/enforcementlofac. J.P.Morgan is licensed under U.S.Pat Nos.5,910,988 and 6,032,137. PaymentNet®is a registered trademark of JPMorgan Chase&Co.MasterCard®and smartdata.gen2Tm are trademarks of MasterCard International.Visa®is a registered trademark of Visa Inc.Microsoft®,Excel®,and Internet Explorer®are registered trademarks of Microsoft Corporation.Adobe Acrobat®is a registered trademark of Adobe Systems Incorporated. All trademarks,trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any J.P.Morgan entity to extend or arrange credit. ©2021 JPMorgan Chase&Co.All Rights Reserved.JPMorgan Chase Bank,N.A.Member FDIC. �• . J.P.Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. To 1W Disclosure Statement I i J.P.Morgan Exhibit T" CONTENTS COVER LETTER......................................................................................... 1 SOLUTION OVERVIEW..............................................................................4 EXPECTED DEPOSITORY SERVICES ......................................................8 iy ONLINE BANKING PORTAL.................................................................................. 8 COLLECTIONS..................................................................................................... 17 DISBURSEMENTS ............................................................................................... 30 FRAUD PROTECTION SERVICES...................................................................... 31 MISCELLANEOUS................................................................................................ 36 SAFEKEEPING OF CITY OWNED SECURITIES .....................................42 SERVICES UNDER CONSIDERATION 44 INCENTIVES / ENHANCEMENTS OFFERED 53 OTHER STIPULATIONS 57 COLLATERAL REQUIREMENTS 66 APPLICATION SUBMITTED BY...............................................................72 COMPLETE APPLICATION CHECKLIST 74 Appendices Appendix 1. J.P. Morgan Pricing Pro Forma Appendix 2. Sample Collateral Agreement Appendix 3. Safekeeping Agreement Appendix 4. Sample Safekeeping Report Appendix 5. Signing Authority Resolution `i t, CONTENTS I ii j J.P.Morgan Exhibit T" COVER LETTER November 15, 2021 City of Round Rock ATTN: Adam Gagnon, Purchaser Purchasing Division City Hall Reception Desk, 1 st Floor 221 East Main Street Round Rock, Texas 78664-5299 RE: RFA#22-007 for Primary Depository Services Dear Mr. Gagnon: We are excited to respond to the City of Round Rock's ("City") RFP for Depository Services and value and appreciate the relationship we have had with the City for the last 25 years. Maintaining the City's relationship with JPMorgan Chase Bank, N.A. ("J.P. Morgan") allows you to continue your current treasury services without disruption. The City will avoid a time-consuming and costly conversion process, and your employees can focus their valuable time on other projects, which ultimately saves you significant work, time and money. We truly look forward to building a stronger relationship and we want to continue being your banking provider. To that end, we recently aligned the City of Round Rock to our national Government Treasury Center of Excellence (TCOE), which was created for our government and public sector clients that would benefit from a more intense focus on their treasury operations. With this change, the City will see a positive impact as Nate Farkas remains on the leading edge of treasury operations and best practices. We value our existing relationship with the City of Round Rock and have designed a competitive financial proposal for the City that includes: • Account analysis fee waiver: We will waive 8 months of account analysis fees up to $40,000. • Lockbox programing fee waiver: J.P. Morgan will charge an hourly rate of$150.00 for custom programming, including data transmissions; special formats for reports; emails or faxes; etc. We will provide the first 30 hours at no cost ($4,500 capped) due to our strong relationship with the City. • Expense allowance: J.P. Morgan will provide up to $500 towards checks, deposit slips, endorsement stamps and other banking supplies. • Desktop scanners: We will provide two (2) remote deposit scanners at no cost, a value of$1,000. • Managed earnings credit rate (ECR): A competitive ECR of 0.23% to help offset fees. The City will continue to be supported by a dedicated and experienced relationship team that is government centric. Stephanie Lopez, your relationship manager, Nate Farkas, your government TCOE treasury management officer and Victoria Winston, your assigned client service professional, are all dedicated to helping make certain the City achieves its treasury goals. We are confident that J.P. Morgan is well positioned to continue to provide you with ideas and solutions that will exceed the objectives within this RFP. This is directly linked to our philosophy of providing our clients with i.) superior service, ii.) cost effective, technologically-advanced banking solutions, and iii.) a strategic approach that produces tangible outcomes. As you evaluate our proposal, please consider the following points, which we believe, will differentiate J.P. Morgan from its competitors. COVER LETTER 11 1 J.P.Morgan Exhibit T" J.P. Morgan would be honored to continue as depository and banking services provider expanding on our valued relationship. We welcome all opportunities to answer questions or provide any clarification. Sincerely, U Stephanie Lopez Tyrus"Brailey Relationship Manager Executive Director (512)479-2720 (713) 216-0402 stephanie.m.lopez@jpmorgan.com tyrus.r.brailey@jpmorgan.com COVER LETTER 121 J.P.Morgan } Exhibit T" y �m a 1 A 1 "Ultimately, the basis for our success is our people. They are the ones who serve our customers and communities, build the technology, make the strategic decisions, manage the risks, determine our investments and drive innovation. Whatever your view is of the world's complexity and the risks and opportunities ahead, having a great team of people—with guts and brains and enormous capabilities who can navigate personally challenging circumstances while dedicating themselves to professional excellence—is what ensures our prosperity, now and in the future." Jamie Dimon Chairman and CEO JPMorgan Chase & Co. 2020 Annual Letter to Shareholders i a tai , it Exhibit T" SOLUTION OVERVIEW J.P. Morgan is excited for the opportunity to respond to the RFA for Primary Depository Services and the opportunity to continue delivering innovative services and solutions for the City to bring to your residents. J.P. Morgan's current solutions for the City of Round Rock include treasury and banking services, which have been customized to meet the City's needs during our prior years of service. We value the relationship we have had over the years, which speaks to our commitment, competence and ability to support the City as your needs evolve, change and expand. By continuing your relationship with J.P. Morgan, the City of Round Rock will avoid exhausting resources on a costly and time-consuming banking conversion. The City can instead use those resources to advance your key treasury functions with innovations such as wholesale lockbox, remote lockbox capture and host-to-host integrations with your ERP focused on payables, to name a few. Government-first focus Our Government Banking team is committed to providing the industry with innovative financial solutions and personalized client service. Our first-hand knowledge and understanding of today's challenges comes from having supported government agencies and authorities with critical activities ranging from planning and development—to tax processing, utilities, finance, procurement, public safety and disaster relief. • Expertise: Draw on the institutional banking knowledge of 1,880 public agency clients and our Government Council resource. • Technology: Benefit from innovations funded by a technology budget of$12 billion, which includes investments in cybersecurity. • Service: Stay up-to-date through regular relationship reviews, training opportunities and client discussions via local coverage. • One relationship: Leverage one vendor relationship to provide a broad assortment of services that can help reduce costs, improve services and better manage risks. Government Council Each year our Government Council hosts client webinars, provides articles on topics of interest such as shared services and mobile payments, and participates in government conferences. The City can learn from your peers and government sector experts about best practices and innovative solutions. Our Government Industry Council consists of senior bank management, relationship managers, industry and product experts who collaborate to help our products remain aligned with our clients' financial, operational, and regulatory requirements. You maintain a voice in the Government Council. Feedback to the relationship team is communicated to the Council to provide recommendations for improvements to our products and services. We have thoroughly reviewed the City's RFA and are confident in our ability to continue to meet and exceed your requirements as demonstrated throughout our response. Through significant, continued investments in technology J.P. Morgan has the platform and capabilities to support the City while helping to ensure the City remains at the forefront of banking innovation. Based on our understanding of your goals and objectives our overview will focus on the following key solutions: SOLUTION OVERVIEW 1 4 1 J.P.Morgan Exhibit T" Account structure/liquidity Our solution Benefits to the City of Round Rock Hybrid DDA Earn an ECR to offset banking fees and earn hard-dollar interest on excess funds without moving them to an investment account. 1Ih. Reporting capabilities Our solution Benefits to the City of Round Rock J.P. Morgan Access: Insight and Receivables Online Take advantage of J.P. Morgan's$12 billion technology with Decision Manager investment which resulted in more streamlined, comprehensive reporting capabilities available through a single platform. OReceivables Our solution Benefits to the City of Round Rock Lockbox Outsource receivables processing Remote lockbox capture Combine items received in your offices with daily lockbox activity Consolidated receivables Accelerate funds availability and improve productivity Automate reconciliation of 85% or more of incoming payments Receivables Online with Decision Manager View images through our same-day online platform Configure rules to stop payments from being processed through the lockbox if they meet your defined criteria ATM business deposit cards Make smaller cash and check deposits at more than 15,000 DepositFriendly Chase ATMs Smart Safe Get same-day provisional credit for cash deposits made one to five hours later than the Federal Reserve allows SOLUTION OVERVIEW 1 5 1 J.P.Morgan Exhibit T" OPayables Our solution Benefits to the City of Round Rock Host-to-Host Payments Gain real-time transparency into your bank payments files and statuses for better control Check print services Reduce fraud and increase disaster preparedness J.P. Morgan Concourse Make payments via email or text using a variety of flexible payment options SOLUTION OVERVIEW 1 6 1 J.P.Morgan promise you an engaged local banker who truly believes that responsive communication and accessibility are the most important part of any banking " relationship. Ott- Stephanie Lopez Relationship Manager J.P. Morgan k 00 77� VA c ^r f , 1 ^ .s a Exhibit T" EXPECTED DEPOSITORY SERVICES The following services must be provided as described or in an alternative form that results in essentially the same outcome or capability. ONLINE BANK/NG PORTAL 1. ONLINE REPORTING SERVICES- The City uses Munis and expects online reporting that at a minimum includes: • ledger balance, • collected balance, • one day float amount, • total credits, • total debits, • detail debits and credits, • transaction search capability, and • export capability to MS-Excel. ®Yes, can provide as expected. L7 No. cannot provide as expected. Comment: As the City's current banking services provider, J.P. Morgan will continue to provide your authorized ADVANTAGE FOR THE CITY users with our online portal, J.P. Morgan Access, for balance reporting, transaction initiation and other daily J.P. Morgan Access ranked#1 for overall functions. The online portal provides balance capabilities including top rankings for information, daily debit and credit detail and the ability product capabilities, integration and other to search for transactions as needed. The City can corporates services in 2020. reprint statements and export information to Microsoft 2020 Greenwich Associates Digital Banking Excel. J.P. Morgan Access offers the City 45 days of Benchmarking study transaction history. Electronic Statements are available for up to seven years. EXPECTED DEPOSITORY SERVICES 181 J.P.Morgan Exhibit r'Fr' J.P. Morgan Access: A comprehensive cash management system Payment initiation 0 FZ_ Receivables ACH and wire payments {�-� �J Lockbox reporting through Receivables Online Checks Liquidity Solutions Positive pay and �� �� O Online treasury reconciliation 1 management "- J.P. Morgan Security administration O ■ -■ Access Host-to-Host Online Global,centralized control and security U Online file management Reporting \ Inquiry Balance and transaction Q ? Online client services information and exception management ------------------------------------------ ■ Current and prior-day reporting ------------------- -- Historical-up to two years -- ■ Extended transaction history ■ ■ Exception management ' ■ Export reports(BA12,MT940.CSV,Excel and PDF) ' ■ Performance reports ; ■ Schedule and share reports ■ Email notifications ' ■ Drill-down capabilities ■ Service inquiries and tracking ■ Multibank ------------------------------------------ Figure 1. 2. WIRE TRANSFERS— The online banking system must offer wire transfer capability. Wires may be one time or be set up as repetitive of varying amounts. Notification of incoming wire transfers shall be made via the online banking portal. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan Access offers the City a complete range of funds transfer services using both predefined (repetitive) templates and free-form formats: • The City has established user entitlements. Your security administrators authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates. • A J.P. Morgan client confirmation number is provided immediately upon release to the funds transfer processing platform. • Confirmation codes are accessible using cash reporting features. • Wires (Fedwire and CHIPS), book transfers, drafts, account transfers and U.S. drawdown transaction initiations are supported. • Future-date capability is available, supporting 365 calendar days EXPECTED DEPOSITORY SERVICES 191 J.P.Morgan Exhibit T" Notification The City receives notification of incoming wires using J.P. Morgan Access. 3. ACH— The City expects a robust ACH system to create ACH credits for direct deposit of payroll and vendor payments, and to direct debit customer accounts for A/R and utility billing charges. ®Yes, can provide as expected. L7 No. cannot provide as expected. Comment: Based on the City's current processing requirements, J.P. Morgan recommends you continue with your existing methods of ACH origination: • Secure file transfer protocol (SFTP) transmission for the majority of ACH processing • J.P. Morgan Access for backup ACH origination Originating through file transmission To originate through batch file transmissions, using any one of industry standard Nacha file formats (e.g., ARC, CCD or PPD), the City sends the file to us through a common protocol, such as secure file transfer protocol (SFTP). Highlights of large volume batch origination • We offer a file delivery solution that allows the City to send and receive ACH files using SSL session encryption, browser-based file exchange (HTTPS), SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). • Our delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation. • Additional file transfer solutions, such as VAN (virtual area network) and VPN (virtual private network), are also supported. Key features of transmission processing Value dating Submit regular commercial payments to vendors on the business day prior to the value date, or warehouse for up to 90 days in advance of the value date for direct transmissions Encryption After encrypting the file, transmit to the bank for final ACH processing Data integrity Benefit from better data integrity and file edit checks to identify potential duplicate files upon receipt of files into our ACH system Transaction Receive a transaction journal within two hours of receipt of an ACH file initiation transmission, including journals item count and dollar amount Redundancy Be confident in knowing our server is mirrored for disaster recovery Secure Receive a logon and password that gives the City access to a "drop box" directory on the server access EXPECTED DEPOSITORY SERVICES 1 10 1 J.P.Morgan Exhibit T" Key features of transmission processing Push or pull Initiate the SFTP session to push and pull data files We recommend submitting large batch files containing any consumer credits at least two business days prior to the settlement date. The bank accepts future-dated large batch files containing consumer credits. These should be submitted at least two business days prior to the settlement date. Initiation via J.P. Morgan Access J.P. Morgan recommends that the City continue to use J.P. Morgan Access as a backup method of ACH origination. J.P. Morgan Access uses a common set of intuitive templates for every payment method. For example, the City can easily create beneficiary templates with lockable and editable fields to set up recurring payments. The City can create templates to support a complete menu of ACH transactions, with all template information stored securely with J.P. Morgan: ACH transactions • Consumer payments • Cash concentration • Consumer collections • Cash disbursement • Payroll payments • Federal, state and municipal payments • Corporate/vendor payments • Child support payments • Corporate/vendor collections • Fund other J.P. Morgan accounts on a same-day basis Transactions based on templates or entered in free-form mode are created by the City, then batched, approved and released for processing. ACH files generated through J.P. Morgan Access are retrieved and processed several times each business day for next-day processing (or same-day when applicable). For non-repetitive payments, the City can create free-form ACH payments without the need to establish a stored template. EXPECTED DEPOSITORY SERVICES 1 11 1 J.P.Morgan Exhibit T" Sample payment initiation page JTMorgan Access i p v Home Payments Liquidity R�valbles Checks Loam Reports&Scarements Administration More Services Create Transaction Transaction Information [hoose Freeform or from a rempl ate Free-farm " pp Ordering Account' - JPMCNewYork(US)116623451 U9v L ---- ---.. -- .- -. - - - -._.. - JPNC New York JPMC Bank.NY _ ..::_I _el-,p�r;Br-r;.r,ln=arca Me-toc - vans,aon-e:F��r; - Bawery Gallery!20190001 ACH Credit - CorporateNendor Payments Beneflnary Dane Caunny P,)m Arile UNITE_S'-TES-_s Usc. 1.BDD.00 Balde Da-e* [uwf Is ut 814/2020 2.h 46 m(D4-Aug-20 05:00pm EBT) Routing/Reference Information Beneficiary Beneficiary Bank Additional Beneficiary Details Bank ABAR-0'^_ x Dl.creJo�e/L\c-. Hain Street Eank 123456789 Bank Account 123456785 123466789 ❑Hold Pay tient Bank Aaounaryoe* []Send Prenote �4ecking Transaction Details ® CANCEL Figure 2. 4. STOP PAYMENTS- City expects the ability to place stop payments online.Please provide additional information regarding auto-renewals and duration of stop payments: Term of Initial Stop Payment 1 year Automatic Renewal Offered(Yes/No) Yes Manual Renewal Offered(Yes/No) Yes Comment: To streamline the stop payment process, the City places stop payments online through J.P. Morgan Access, either directly from within the "Stops" function or more efficiently, by using the "Inquiry" function, where the check numbers are validated against the issued items. When placing stops the system will search 90 days transaction history to identify if the check has been paid (extended retention periods are EXPECTED DEPOSITORY SERVICES 1 121 J.P.Morgan Exhibit T" available). If J.P. Morgan's records show the check has been paid the online portal will report the date the item was paid. J.P. Morgan Access streamlines the City's stop payment process ebb...... Pald C-1,Search From NNay20 re SingleY e��Ran, finer I 0 a.ee 9ndlee�r=gel,daalueso I�. Thee eM1 4All 1,sloppedunless It M1as been-h, the bank p,wio plasing INIs stop pa,d Pleaaa he Slop Payment RequestlnA,Repolinn 1h,next bualness day foroonfienallon dour isquest:vas sucaesa111,prxesaad. AttouM —1,No. TO Ch—No. Amount Payee Reason ANe—A— Your aea Seachnaot re[um en tlifte slot aelachaterms you ran'. aain Naing Figure 3. Once the stop payment is submitted, the City will receive online confirmation of the successful stop request. This can be printed or downloaded as needed. Furthermore, stop payment activity reports are available through the online portal. For same-day action, stop payment requests via the online portal must be received by 6:30 p.m. CT. Stop payments are effective for one year. They automatically renew annually for six additional years unless revoked. Auto-renewals can be turned off completely or set for fewer renewals (years) at either the account level or the individual. 5. ONLINE BANKING HISTORICAL INFORMATION RETENTION—How long is continuous historical information retained online and accessible by the users?Please use the comments section to explain the default time period,and if additional fees apply for extending storage time beyond the default time period. O 90 Days O 180 Days O 12 Months ® Other—please detail retention length in comments Comment: The online portal offers 45 calendar days of account balance and transaction data. For extended retention, the online portal provides balance and transaction information in the following formats for interface to treasury workstation environments: • Microsoft Excel EXPECTED DEPOSITORY SERVICES 1 131 J.P.Morgan Exhibit T" BAI2 • Comma-separated Values (CSV) • SWIFT MT942/MT940 • Adobe Reader (PDF)-formatted reports The City can also export data from the online portal to Microsoft Excel and other software packages. 6. ONLINE BANKING ADMINISTRATION— Once the service is in place, are users managed through self- administration, or through requests submitted to the financial institution? ® Self-Administration L7 Via request sent to the financial institution Comment: Requests to add or delete users are initiated online by a security administrator and must be approved by a second security administrator to be effective. Users are quickly added or deleted by the City. After initial client setup as described below, security administrators use the electronic entitlements capability within Administration to add, delete or modify a user within minutes. Mobile access to your company information is separately enabled by your company's security administrator. Access via a Mobile device may be terminated at any time by the City's security administrator. 7. MOBILE APP FUNCTIONALITY/ACCESS— The City is interested in having access to perform certain online banking functions for the City via their smart phones. If your institution offers this services, what functions are available for use? ® Balance Reporting and Transaction Detail ® Initiate and/or Release/Approve Wire Transfers ® ACH—Release/Approve Batches L7 Positive Pay Exception Decisions ® Please list any additional functionality or clarifications in the comments L7 Our bank does not currently offer any banking services through a mobile app Comment: Experience the power of Mobile, available anytime, anywhere with our application that provides secure cash management on smartphones and tablets (not available in all locations). The City views and performs many of the same tasks as in the online portal, as permitted per entitlements: • View cash balances and transactions in all currencies, including multibank • Receive business-critical alerts • Approve and release payments • View controlled disbursement reports • Deposit U.S.-denominated checks drawn on a U.S. bank • Upload documents at the point of receipt EXPECTED DEPOSITORY SERVICES 1 141 J.P.Morgan Exhibit T" • Drill down on credit and debits to view details, including check images • Perform even more services, as entitled BENEFITS OF OUR APPROACH Mobile—stay connected on the go Intuitive user interface • Experience an intuitive user interface that is simple to navigate p p 9 Robust security • Receive the same robust security as our online platform—including secure sessions, encryption and authentication controls Self-administration • Perform simple self-administered setup with easy,secure device registration Alert notifications • Configure alert notifications (compatible with Apple and Android device alerts features) Approve and release feature LL II Expedite payment processing with the ability to approve and release payments (not available in all locations) Mobile is supported by the online portal's multi-level security protocol designed to protect privacy, preserve data integrity and maintain operational control. This security is enhanced by user password and security token authentication for a secure log-on and digital signature for authorization of payments. Mobile works with the following smartphones and tablets: iPhone, iPod touch and iPad iOS 11.0 or later; Android smartphones and tablets 7.0 or later. 8. ALERT/MESSAGING SYSTEM– The City is interested in alerts sent via email and/or text messaging to alert the City of specific activity such as incoming wires,positive pay exceptions, etc.?If your institution offers this service, how is the City charged for this service? ® Messaging is provided at no cost L7 Messaging is provided for a flat monthly fee of $ L7 Messaging is provided as a fee per message/per device fee of $ L7 Messaging of this type is not currently offered by our bank Comment: J.P. Morgan Access supports alerts via email or through the Alerts inbox to notify users that payments were entered for approval or have been approved. Our online platform offers a wide variety of customizable business critical alert notifications to save the City time and make sure you never miss anything. Alerts are free and activation is easy. You can elect to receive alert notifications via email and/or online via the Alerts Inbox. You can define, manage and view messages from anywhere in the online platform. EXPECTED DEPOSITORY SERVICES 1 151 J.P.Morgan Exhibit T" • Choose to be alerted to new items in your payments in-box that require action, such as transactions pending approval or see templates that have been modified • Set up alerts for when balances are above or below a preferred level, transactions/checks are available, or payments require your attention, with links to supporting detail • Receive an alert whenever an incoming credit above a pre-defined amount is posted to the specified account • Receive an alert when a scheduled report is complete 9. ELECTRONIC DATA INTERCHANGE- The City expects Electronic Data Interchange("EDP')service in order to see addenda information included with ACH deposits. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: Through J.P. Morgan Access, the City currently receives our EDI Summary and Detail report which provides detailed remittance and invoice information for electronic receivables and payables for a specific settlement date. This report is available in Adobe PDF or ANSI X12 820 formats. 10. PAID CHECK IMAGE OPTIONS- What options does your institution offer for providing copies of paid checks to the City? O Image of paid checks printed on statements ® Image of paid checks printed on the online version of the statements ® PDF File downloadable to the City each month ® Online Image Inquiry/Search Comment: We offer paid item images* in different media to meet the City's image strategy: • Online via J.P. Morgan Access: Retrieve in seconds, compared with hours or even days for physical retrieval and the quality of the reproduced image is extremely clear • Bank statements: Online bank statements include images of checks paid during the statement cycle. "JPMorgan Chase is licensed under U.S. patent nos.5,910,988 and 6,032,137. Online image access The City receives image history inquiry for seven to ten years with our banking portal. Perform an advanced upfront check search functionality that provides you with the status of each check. Your users can perform single and range-based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. EXPECTED DEPOSITORY SERVICES 1 161 J.P.Morgan Exhibit T" Sample check image XYZ i • Yo: 11C❑Sa7 rt Yti T{I1t N(.YM "T.L1 JArjA"2T, acts ;AT , Two Hundred 00ars and Frac 0enft 8206.05 TOR i� —4w-t� owim or The Outdaorshop �.,�;� �urwcnaaca�owcA. 0i900297N -:021001011?&1:* *:t** Figure 4. Bank statements Access bank statements of your J.P. Morgan accounts in a timely and efficient manner via secure Internet delivery on J.P. Morgan Access. Benefit from receiving electronic bank statements that are identical to mailed paper statements within two business days after the statement cutoff date. Bank statements include all transactions posted to the account including all checks paid by check number with paid amount. Online bank statements also include images of checks paid during the statement cycle. Correction entries made by the bank are also included on the statement. COLLECT/ONS 1. REMOTE DEPOSIT CAPTURE- The City is currently using Remit Plus Software to capture remote deposits and they own a Canon M111021 scanner which creates an Image Cash Letter that is sent to the bank as an .x937 file for the deposits. Please confirm that your bank can process this image file of the checks from Remit Plus. ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: As an enhancement to the image cash letter services currently used by the City, J.P. Morgan recommends lockbox for processing of your paper receivables. For items that are received in City offices, we will combine our remote deposit capabilities with the lockbox service where remotely deposited items will be directed to your lockbox workflow. We have provided additional details regarding our remote capture capabilities below and our lockbox solution in response to Question 4. Lockbox Processing below. EXPECTED DEPOSITORY SERVICES 1 171 J.P.Morgan Exhibit T" Remote deposit capture Remote deposit capture provides you with an end-to-end hardware, software and processing solution for reducing paper check payments at branch locations, drop boxes, and internal retail and consumer lockboxes. BENEFITS OF OUR APPROACH El REMOTE DEPOSIT CAPTURE lReduce costs I" Reduce cost and risk�d Iwhile strengthening security and control • Improve reconciliation Improve reconciliation with reference data capture, batch numbers and Combine receivables ULIDS (1) Consolidate receivables transactions into a single repository for reporting 1 Reduce processing and clearing float View check images online for up . to 10 years (1)Unique Location Identifiers(ULIDs) The solution allows the City to deposit business, government and consumer checks, Postal Money Orders, Western Union Money Orders, demand drafts and government warrants. To use our remote capture services, you need only a high-speed Internet connection, a desktop check scanner and a Windows-based PC. Remote deposit capture workflow You capture and key the check You transmit data We clear via You receive funds in amount and payer account and images to us image exchange your deposit account number from the image Figure 5. Remote deposit capture items must be scanned from a U.S.location, drawn on a U.S. financial institution in U.S. dollars and deposited into a J.P. Morgan U.S.-domiciled DDA. EXPECTED DEPOSITORY SERVICES 1 181 J.P.Morgan Exhibit T" Remote lockbox capture As an enhancement to our remote deposit capture service and working in tandem with an existing lockbox, our remote lockbox capture service is designed to help the City streamline your collections process via the Internet. Collecting and transporting checks from your office to a branch or lockbox is a paper-intensive, costly process. The result is often delayed access to your funds and application of cash. Our fully integrated remote capture solution is built on our advanced receivables management service, Receivables Online. Intuitive and easy to use, our remote capture service provides a solution for checks and full-page and/or scannable documents. Scanning of checks and documents is accomplished through a single scanning device installed and managed in your office or captured through a mobile device. Scanned checks and documents feed directly into the lockbox process flow or are deposited directly to your account. The City can use Receivables Online, our internet-based image browser application, to view and display deposits, settlements and optional data capture. The City has the option to include this activity in your daily transmissions to automate cash posting. Primary benefits of using remote capture services include minimizing cost associated with manual check processing and expediting deposits that results in increased available funds. In addition, the option of bank or client data capture to be included with the remote captured checks and remittance documents results in straight through processing as it reduces the manual effort associated with posting items in- house separate from the deposit of the check. The mobile capabilities of remote lockbox capture are accessible through the Integrated Receivables Collect module. This solution offers you the ability to take pictures of checks and/or documents and stores the images and data online through Receivables Online. The transactions can be sent through the lockbox process flow or deposited directly to the City's account. You may opt to include this activity in your daily transmissions to automate cash posting. 2. CONSUMER BILL PAY PROCESSING- The City expects this service(often referred to as E-Lockbox) for receipts of utility and other payments generated from personal customer bank bill pay applications. The remittance data and payment amount captured during processing must be transmitted to the City daily for the update of the accounts receivable file. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: Our ACH eLockbox streamlines the City's receivables posting process by consolidating electronic payments received from multiple sources into a single deposit. How it works • The City notifies your payment processors to send the payment files directly to your ACH eLockbox. We will work with each processor on your behalf to complete the payment redirection. • Your customers send you payments electronically (e.g., online banking, credit cards, bank by phone, government remitters, etc.) • After validating the billing account numbers and data match each transaction, we consolidate the payments automatically on receipt. EXPECTED DEPOSITORY SERVICES 1 191 J.P.Morgan Exhibit T" • A single credit, along with remittances, posts to your account—all in the same business day. ACH eLockbox: how it works Your customers Multiple financial We consolidate and You receive a single initiate bill payments providers send reconcile the payment credit in your account electronically remittance information for you and post the remittances to your bank to your accounts receivable system Figure 6. 3. CASH VAULT- The City currently uses an armored courier and prefers an institution that offers a cash vault to receive and process the deposits from the armored courier. ® Our bank offers and manages our cash vault in-house, located in O Our bank offers cash vault through a third-party vendor, located in O Our bank does not offer a vault but accepts deposits from couriers at our branch locations. Comment: The City benefits from lower cost pricing, quicker funds availability, increased safety of your staff and internal operational efficiencies with J.P. Morgan's vault services. The City currently contract with an armored courier to drop off deposits at our Austin vault. Your armored courier picks up your deposit bags and delivers them to our Austin cash vault site. The deposits are processed and credited to your account by cash vault processing specialists using our advanced equipment. If we receive your deposit prior to the established cutoff time (8:00 p.m. for cash-only and 5:00 p.m. CT for mixed deposit), we provide provisional same-day ledger credit, allowing for cash deposits to be converted into usable funds on the same day. Coin deposits greater than $10 may credit your account on a delayed basis. Your cash-only deposit transactions post to your designated demand deposit account (DDA)with the deposit bag number and deposit ticket date to assist with your reconciliation. Verification of the cash occurs within 48 hours. Adjustments post electronically to J.P. Morgan Access and to your bank statement. A cash credit or debit adjustment with the dollar amount, account number, original deposit amount, original deposit date, processing vault ID and adjustment reason will be included. EXPECTED DEPOSITORY SERVICES 1 20 1 J.P.Morgan Exhibit T" 4. LOCKBOX PROCESSING— The City expects lockbox processing services for remittances of Utility Billing payments. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: As an enhancement to the image cash letter services currently used by the City, J.P. Morgan recommends LOCKBOX INNOVATIONS lockbox for processing of your paper receivables. For items that are received in City offices, we will combine 1947: Originated lockbox services our remote deposit capabilities with the lockbox service ■ 1984: Launched network sites where remotely deposited items will be directed to your ■ 1995: Initiated secure, same-day check lockbox workflow. We have provided additional details and remittance document imaging regarding our lockbox solution below and our remote through our online browser capture capabilities in response to Question 1. Remote Deposit Capture above. ■ Today: Offer receivables reconciliation and enrichment tools. Wholesale lockbox We offer a full range of lockbox services that will allow the City to streamline your remittance processing and accelerate your revenue stream with a fast, cost-efficient, around-the-clock lockbox solution. We own and operate our own full-service nationwide wholesale lockbox network of processing sites to offer the City fully automated wholesale and scannable wholesale lockbox services. We offer optimal availability, funds concentration and full information reporting. We recommend our Dallas site for the City's lockbox needs. Our wholesale lockbox service allows the City to eliminate costly, labor-intensive and paper-based receivables processes. Our services will help you to reduce costs and expedite the crediting of deposits to your accounts, thereby improving your efficiency. The City will authorize us to collect, process, deposit and report remittances mailed to a post office box in the City's name. Our collection service improves funds availability, reduces costs associated with processing payments and reduces fraud risk by redirecting mailed payments to the bank. Payments are processed according to the City's specifications within 24 hours of receipt. Using a lockbox also accelerates posting of payment detail, which allows you to update account records faster and with greater accuracy. The City can receive posting information via a website or electronic file delivery via transmission. Additionally, you will have a full suite of imaging products available to you for efficient handling of exception cash posting, credit/collection and client service. Summary of processing workflow The City's customers will send their remittance checks to unique ZIP codes used exclusively for our lockbox mail. We pick the mail up directly from the post office multiple times during the day, beginning early in the morning. EXPECTED DEPOSITORY SERVICES 121 J.P.Morgan Exhibit T" We bring the mail to our processing facilities where high-speed machines sort it by lockbox number and separate it into batches. In a matter of minutes, your receivables are ready for our highly trained lockbox associates to process the City's payments according to your specific instructions. We work with you to develop tailored, the City-specific instructions so our associates can process your remittances according to your requirements. Our associates extract the contents of the envelopes and separate checks with/without remittance documents from other materials. Scannable items are batched and delivered to the high-speed scanner, OCR scanlines and MICR are captured and imaged at a rate of 6,000 per hour. Once scanned, our high-speed recognition software reads the numeric and written amounts on the check images and compares them to the amounts keyed. Discrepancies are routed to a special team for final verification. When OCR, check scanning and data entry are complete, the City's checks are encoded and funds availability is assigned. Data files are prepared according to your specifications and uploaded to your accounts receivables system. Checks are expedited to maximize the amount of same-day deposit into your account. The City can access your images and data directly from your desktop, in real time via our advanced Receivables Online browser. We can also alert you via Receivables Online the moment an important transaction is posted. Key features and benefits Eliminate paper-based processing View remittance information from your accounts receivable function, and images online shortly after as well as the associated cost and risk a deposit is processed that come with dependency on paper Save time and money with more _ Rely on uninterrupted processing efficient and standardized remittance workflow with our fully-redundant processing through our nationwide locations for disaster recovery and network of lockbox facilities around-the-clock monitoring Receive electronic alerts Access banks and clearing on check returns and networks across the country,which important payments allows you to gain optimal visibility for your funds and reduce float clearing times Figure 7. Receivables Online Receivables Online helps the City efficiently manage your receivables. Access images and information related to payments received in your J.P. Morgan lockboxes, as well as remote deposit captured checks and electronic payments received via ACH or Fedwire—all through our Internet- based service single portal. EXPECTED DEPOSITORY SERVICES 1221 J.P.Morgan Exhibit T" Easy navigation, advanced queries, payment alerts and workflow tools give your accounts receivable, credit and customer service staff the ability to make informed business decisions quickly without handling paper documents. Consolidate incoming receivables of checks, ACH and wires . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • • • • • Create a single data flow using • • • • Receivables Online ; Lockbox FD.t. pture File formats Connectivity You and translation 011 1l�lJLF4E 10100111 Figure 8. Receivables Online lets the City view transaction data and images that are stored on a server at the bank. You access the server via the Internet, using a standard web browser. Your lockbox images are available shortly after lockbox processing is completed. Further, electronic payments are available on a scheduled basis. Images are retained in a high-speed, online storage archive for more than a month. The City may also choose to use our 10-year archive solution, on the same web browser, for your long-term retention needs. Receivables Online is accessible via our banking portal, J.P. Morgan Access, which allows the portal to act as your one-stop shop for all your reporting needs. Continuous operation System availability: Receivables Online is available 24/7. We broadcast an advance notice to users on the infrequent occasions when the system is taken down for maintenance. Business continuity: Receivables Online features advanced disaster recovery, long-term storage and retrieval of archived images, and provides two independently located archives. Each system mirrors the other and offers multi-tiered redundancy; replications at the hardware, server and facility level occur every 15 minutes so that if a disaster occurs at one facility, the same information is retrievable from the other. EXPECTED DEPOSITORY SERVICES 1 23 1 J.P.Morgan Exhibit T" Receivables Online Transaction History page J.P.Morgan � Receivables Online a Filter " X Transaction History- Tan.a.�on.e,.e cas,...,c0 rv-T, ❑ Paymer,T/Serial Num hePrograms f--, Amount Chan I, Me 03101/2021 -W14/2021 ® ❑ 00914845 —IN ffl—RODEMOLOCI03OX-REQREFITFMS USD -.i 221 Ren'us Capture Oesn� Paimerxlsenal Mumber ❑ C09 — '309990e-WIZPRORO DEMO LOCKBOX-REQ REF ITEMS USD 33333 Remc[e Gpmre Gesk[ec ❑ 00914845 — 9E099903-WIZPRERO DEMO LOCKBO%-OPT REFITEMS JSD 4,512.21 Remote Capture Eeslacc ❑ 009 — 93—RCO ffl O DEMO LOCKED%--REE ITEMS JSD 59933.-1.Gpture Oesrtcc _Tau X-1 To»ra a'r»xx1 ❑ L 93099903-WE'NIERCEFMCLOCKBON-OPTRFFITEMS JSD 1,L00.00 Remote Capnrre-1- ❑ 1069 — 93093903-N.'f2.4R0RD DEMD LOCIS'0%-QPTREFITEMS JSD 500.00 Remote GpNre Deslacc Em,ry Mame ❑ rA9 — 9399E91 —ARD ELECTRONICS Ont sR REF ITEMS — 451221 Remote Cap—Desk ❑ 00914843 — 9399&01-N: RD ELECTRONICS--VR PEE ITEMS _.E, 593.33 Remote Capture Desl ❑ — 9399E'01.N.f.ARD ELECTRONICS—RR RET ITEMS 4 251 52 Renwce Gp[ OR,—, =3___3T ❑ 1069 — 93099903-N.'17­1CREMD 1K50M-OPTREFITEMS .,=F. 500.00 R'emo[e Gpture Desla_c 1RO6F,,.E. ❑ l — 33-03-WIZPRORO DEMO LOCKBOX-OPT REF ITEMS _=3. NRemo[e Gp[ure OR,—' ELECTRO._ ❑ L — 9­03—EMDEMO DECKBO%-Off REF ITEMS _.E, 300.00 Remote Capture Eeskscc ❑mac.:,PrXgrams ' ❑ 1 — REDYN03-ffl O DEMO LOCKBOX-OPF REF ITEMS _=3. W.—D Gpcure Oeslacc ❑ i999]62J — 9399E01-NAZAREELECTRONICS-3—RREFITFM5 23333 Remote Capture EesEnc ❑ 00914844 — 939801-WIZAPDEIECTRONICS 3—RREFITEMS _:i. 4,251.52.-5.GpNre Deskscc Cancelletl ❑ 9399E01-WIZARDELE—ONICS-OMVRREFITFMS .,_C 23333 Remote Capture EesCnc Depositetl ❑ 00914845 — 931399301-WI2MDRD DEMO LOCKBOX-REQ UF ITEMS _:i. 4,512.21.—S.GpN Deslacc ❑ 009 — 9313999D4-wrzaroaEDEMOLQCKBD-REQREFITEMS 33333 Remote ca pcure ceslaoc ❑1elect11 Payment Statuses 00914845 — 9399E01-WIZARDEIECfRONICS-0—REFITEMS _. 4,512.21 Remote Ca Eeskscc Elpture [Tanners a -- . ,.._... ..........._.. dtlmin K K Page;1&3 7 J> 0.6FT ® R5514N II1 AS1 1*1 ..2 Grand Total:USE 7D,E.35,54 Figure 9. Online features Flexible queries: A robust search engine lets the City quickly retrieve what you need. Transaction search criteria include bank transaction identifiers, payment data, supplemental invoice fields captured from your remittance documents, and workflow status and notation fields that you have previously assigned. Some typical queries let you retrieve: • A single transaction with a specific check number or check amount • A single transaction containing a specific invoice number • All transactions for a given remitter name for a selected period of time • All items which you have previously flagged as cash application exceptions Transaction level queries display images of checks and related remittance documents—plus any workflow status or notations added by you or your staff. Same-Day Viewing: Lockbox images are viewable on Receivables Online following your first deposit time. Additional items become available as work is completed throughout the day. The number and timing of incremental deliveries may vary based on your processing requirements and volume. For most lockboxes, batches are delivered within 30 minutes after processing is completed. Deliveries occur at subsequent deposit times if the City has any special lockbox grouping or batch requirements. Fast Retrieval: Images and data are retained using online storage that provides instantaneous retrieval for any user with a high-speed Internet connection. Standard service includes 45 days of online storage. the City may subscribe to additional months of online disk storage if you require immediate access to older transactions. EXPECTED DEPOSITORY SERVICES 1 24 1 J.P.Morgan Exhibit T" Easy image viewing: Images are presented on Receivables Online in a PNG format that can be viewed using browser software alone. The entire transaction is displayed for easy viewing and scrolling. Documents of normal size and quality are clear when viewed on monitors of recommended size. Receivables Online images can be downloaded to TIFF or PDF formats. Receivables Online comes equipped with a built-in image viewer(iViewer)that is accessed by clicking on the related PNG-formatted image. The iViewer displays a single page in full page width; arrow buttons allow for navigation to other pages within the transaction. Features include: • Single image presentment to aid in user data entry from image • On-page ruler to aid in reading tabular data • Magnifying tool to enlarge sections within a transaction for close-up evaluation • Contrast tool to switch background from white to black and vice versa • One-click printing of images of a single page, transaction or a group of transactions • One-click saving of images of a single page, transaction or a group of transactions User-defined presentation options: With Receivables Online, the City users customize their transaction query results and transaction views to match their preferred work methods. For example, users can specify the number of items to be displayed on page, select a default view for daily receipts (batch summary or transaction list), select an image-viewing format and select a default sort order for transaction lists. In addition to these user-defined defaults, single-click operations let you change the sort order of transaction lists and let you hide or display certain regions of some transaction pages. Workflow and notation tools: Receivables Online provides the City staff with tools to manage the completion of cash posting activities and to record pertinent information regarding a payment's disposition. At the individual transaction level, users with the appropriate entitlements can update the following fields: • Exception flag: Typically used to note cash application exceptions or other conditions that require further follow up; once an exception has been resolved, the exception flag may be toggled off. • Exception reason code: Select from a reason code table that you create. • Assigned to: Select another Receivables Online user who should follow up on a transaction. That user would subsequently query for items assigned to them; once the follow-up action is complete, they could mark it as unassigned, add a note, exception reason and/or turn off the exception flag, depending on entitlements. • Workflow status: Automatic assigned and reviewed status updates are based on user assignment or review by assignee; closed status requires explicit action. • Multiple notes: As note fields are added to a transaction; a user ID and date are recorded with each. The note field allows 1,024 characters of free-form text per note. You may want to use this field to record resolution of cash application discrepancies or to record making a customer phone call related to the item. The field has copy and paste text capabilities. EXPECTED DEPOSITORY SERVICES 1 25 1 J.P.Morgan Exhibit T" Workflow fields These workflow fields are used in various query, update and report functions in Receivables Online to support various workflow scenarios: • For companies performing manual cash application, easy-to-use workflow tools are used to distribute work among cash appliers and monitor progress through completion. For example, a supervisor executes a home page quick link to display current day batches and assigns users to each batch. Then cash appliers execute the home page quick link, "Assigned To Me", to retrieve the items assigned to them. As each item is viewed by the assignee, the workflow status automatically changes from "assigned"to "reviewed." Further updates can be made by the cash applier to change the workflow status to closed, set an exception flag, add an exception reason code, assign a transaction to another user and/or add a note. The supervisor can monitor the progress of cash appliers through the Workflow Status Summary Report. • Companies using an automated cash application process only review items that were not automatically applied. Users retrieve individual transactions on Receivables Online, research the reason, manually apply the item and reflect the resolution in a note and reason code. For any item that requires further action, the exception flag can be set and/or the item can be assigned to another user. • To speed the retrieval of automated cash application exceptions, Receivables Online includes a file upload tool that can integrate exception results from your external accounts receivable system of record. After uploading some or all the workflow fields, the selected items are automatically presented for further action. Using the exception flag as a search filter, any user can subsequently retrieve the individual transactions and complete the cash application process. Image retention solutions Our standard service allows 45 days of historical, online access to images in Receivables Online. Images and data are retained in online disk storage that provides high-speed retrieval for your current activity. the City also may need longer record retention for customer service and audit purposes. Receivables Online offers these optional storage features to accommodate those needs: • Extended high-speed storage: Up to 12 additional months of online disk storage is available. the City can access images within seconds because they are stored online. This option may be added to your service even if you also use the long-term archive. • Long-term archive: Your archived transactions are readily available when you need them if you subscribe to our long-term archive solution. This optional service safeguards your important business data and images for a 10-year period in dual, secure locations. Because you use the same Receivables Online user interface that you use for accessing your current activity, your remote users do not need to call a central location. The Receivables Online search page is used to retrieve archived items. The City is sent an alert when the image has been retrieved and is ready for viewing so you can perform other activities while the request is being fulfilled. Retrieval time depends on the volume and age of the transaction query. Once a transaction has been retrieved from archive, it is held in high-speed disk storage for five calendar days. You can update workflow fields or add notes to archived items throughout the 10-year archive period. You can also include archived items in any of the standard or optional reports. EXPECTED DEPOSITORY SERVICES 1 26 1 J.P.Morgan Exhibit T" Reports Online reports: Receivables Online provides lockbox information in formatted reports to facilitate the City's daily balancing and cash application and to help you analyze patterns and trends. These dynamically generated reports may be viewed online or downloaded in HTML (web compatible) or CSV (spreadsheet compatible)format. Your users can request all reports for a single lockbox or for all your lockboxes. Several reports are included in the Receivables Online standard service. Additional reports are included with some select service offerings as noted. All reports include a time and date stamp determined by the global time zone that is designated by each user on the My Settings page in Receivables Online. Receivables Online reports Report name Description Usage Conditions Standard reports Activity Summary I Deposit totals (items and dollars) Balance lockbox totals Included. by credit date and lockbox for 1 to to bank deposit reports 31 days. and/or accounts receivable. Batch Recap Batch totals for a single credit date. Balancing by batch. Included. Payment Detail List of payments received in one or Cash application. Included. all lockboxes for a single credit date. Payment data may be sorted two ways: by processing date and lockbox number or by remitter name. You can specify subtotal by lockbox or batch. Assigned-to Summary Transaction totals (items and Monitor completion of Included; you must use the dollars) by user and workflow cash application or workflow status field for this status for 1 to 31 days. exception review report to be meaningful. assignments. Optional reports Extended Detail List of payments received in one or Cash application. Optional report. Additional all lockboxes for a single credit reporting fee applies. date. Payment data may be sorted two ways: by processing date and lockbox number or by remitter name. You can specify subtotal by lockbox or batch. Includes 1 to 9,999 lines of reference (invoice) details per payment. Reference lines include up to four additional invoice-related fields. CSV+ Detail A delimited file containing all Cash application or Companies needing a report Receivables Edge transaction data import to an external with more than four elements for a single credit date. application for further supplemental data fields analysis or reporting. reported. Additional reporting fee applies. EXPECTED DEPOSITORY SERVICES 1271 J.P.Morgan Exhibit T" Receivables Online reports Report name Description Usage Conditions Check Return Return totals (items and dollars) Monitor return activity to Included if you subscribe to Summary by return reason and disposition for identify trends requiring Check Return service. 1 to 31 days. review. Downloadable reports: Receivables Online provides for delivery of reports produced by other systems and containing data not provided via the online dynamic reporting tool. These optional reports include Lockbox Deposit Advices, Lockbox Transmission Journals, Electronic Payment Detail Reports and our Custom Report. Decision Manager An additional service that provides enhanced functionality for the City's lockbox is Decision Manager, which allows the City to configure rules to stop payments from being processed through the lockbox if they meet your defined criteria. How Decision Manager works 00 Review Provide criteria to filter out transactions that documents associated with the supplemental data entry to support require additional decisioning transaction online and accept or reject your decision, if desired ...............................................................................:..................................................................................:........................... .................................................... C o iflg ulr°e II' e14)o s1 Search timeframes to review transactions at decisioned transactions into the by multiple dates and ranges to view the lockbox level lockbox or return as unprocessable recent activity or research up to 30 days'worth of work s � � Figure 10. Decision Manager is flexible and provides options for criteria: • Check only transaction • Missing data • Unbalanced amounts • Stop/Go file exceptions EXPECTED DEPOSITORY SERVICES 1281 J.P.Morgan Exhibit T" View exception items and make deposit decisions on the same day to provide any missing data required to post the transaction. You can add or delete additional rows of remittance data as part of the decision process. If you choose not to have us deposit a specific transaction, your staff indicates a "reject' decision and that transaction is mailed back to you unprocessed. Decision Manager displays a notification if another authorized user is already working the transaction. The notice indicates which user is working on the transaction and allows it to be unlocked to override access. Decision Manager exception process Item meets Item is We deposit all your processed funds into your parameters normally account Checks and Items are Decisioning documents scanned criteria are are received matched against your parameters b You accept the ■ Missing data item with optional ■ Unbalanced supplemental data amounts You view items online and are ■ Stop/Go file presented with exceptions a decision Lo � A You reject Rejected items are the item returned to you as unprocessable Figure 11. Exceptions are managed within Receivables Online and allows the City to review and decision exception items that would otherwise be forwarded as unprocessed work. We identify exception items during lockbox processing and then present to you same-day on Receivables Online. Use this online tool to determine if the payment should be accepted or rejected and mailed back to you. You have up to 120 hours from capture to provide instructions to our lockbox team. EXPECTED DEPOSITORY SERVICES 1291 J.P.Morgan Exhibit T" DISBURSEMENTS 1. CONTROLLED DISBURSEMENT ACCOUNT(S)- The City currently utilizes one controlled disbursement accounts for its disbursements. The controlled disbursement presentment notification must also be accessible through online banking services. This information must be available and accessible by 10:00 A.M. local time. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan's controlled disbursement services help the City gain control over idle balances and optimize loan and investment opportunities. Each morning, we receive inputs to the controlled disbursement system. These inputs deliver files from the Federal Reserve and other previously established bank trading partners. The early-morning controlled disbursement funding calculation contains totals from these files, as well as any prior-day account balance information and ACH transactions. Once final presentment is reported, J.P. Morgan automatically transfers the funds from the linked bank account to your controlled disbursement account (CDA) to cover the total amount reported and maintain a daily zero balance. We also allow the City to initiate wires and same-day ACH activity from your controlled disbursement account. In such instances, our"late-day" funding feature automatically funds those transactions for you at the end of each day, making sure the account balance remains at zero. To comply with Nacha rule changes, CDA accountholders may receive same-day debit transactions from other institutions in addition to any current same-day activity. The primary advantage of using a CDA is the prompt notification of your daily funding requirements. With the advent of Image Exchange and our advanced technology capabilities, J.P. Morgan now reports 99.9% of our clients' total funding requirement by the average 6:40 a.m. CT delivery time, which surpasses the first and second presentment time windows included in the below table. This can accelerate your ability to make investment decisions earlier in the morning. 2. ZERO BALANCE ACCOUNT- The City expects a zero-balance account for some of its accounts and may consider replacing the controlled disbursement account with zero balance accounts. The bank teller function must identify the Payroll Account as a ZBA to ensure employee presentments made at the bank are honored. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan offers physical cash concentration via zero and target balance accounts including fully automated zero balanced sweeping between single entity owned accounts, as well as multi-entity owned accounts. Accounts can be set to concentrate at either a zero or target balance level. Concentration can be set up with two primary options: • Zero balance/target balance: On a daily basis, automated cash concentration transfers occur to bring participating accounts to a zero balance at end-of-day. Target balance transfers are supported in the same manner. EXPECTED DEPOSITORY SERVICES 1 30 1 J.P.Morgan Exhibit T" • Customized transfers: Options include one-way transfers, intraday concentration and date specific transfers. We also offer fixed and percentage-driven instructions. Through J.P. Morgan's ability to provide a completely automated end-of-day concentration process, late-posted items are included in the zero balance or target balance transfer. 3. EMPLOYEE CHECK CASHING— The City expects the institution to cash checks issued to employees(with proper identification) without service charges or fees to the employee or the City, and without requiring the employee to open an account with the institution. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan will continue to waive the check cashing fee for the City of Round Rock's payroll checks drawn on J.P. Morgan. Reasonable thresholds will be established for City based on the expected activity and risk for the account. The threshold represents a maximum per check limit. The standard maximum threshold is $5,000; any increase in that threshold requires additional reviews and approvals. FRAUD PROTECT/ON SERV/CES 1. POSITIVE PAYAND ACCOUNT RECONCILIATION SERVICE— The City expects positive pay on designated accounts from which checks are issued and full/partial account reconciliation service on the Operating, Payroll, and Disbursement accounts. The City electronically transmits the issued check files to the institution. Positive pay files must be transmitted electronically. Minimum payment verification criteria shall be payee name, date, check number, and amount. The City may approve and make pay/no pay decisions on any exception items. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan provides positive pay services for the City, as well as full account reconciliation. Positive pay J.P. Morgan Access's positive pay exception processing allows the City to send positive pay issue files via the Internet. J.P. Morgan's Internet delivery channel provides a foundation for secure and traceable communications between J.P. Morgan and the City using standard browser software. Additionally, our online portal enables the City to use the Internet to review digital images of all exception items and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions, so the City can easily employ the most up-to-date fraud protection services. Email notification offers a convenient way to know when exceptions are available for review. With positive pay, the City provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data can be simply and flexibly supplied to the bank via file transmission, online upload, or manually keyed into J.P. Morgan Access. Checks presented daily are then systematically compared against the City's issue file. An exception report is generated the next business day, identifying any mismatched or no-issue information on file items. The deadline for the City to submit EXPECTED DEPOSITORY SERVICES 131 1 J.P.Morgan Exhibit T" manual entry or file upload via J.P. Morgan Access is 9:30 p.m. CT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 9:45 p.m. CT. J.P. Morgan first reviews and scrubs the exceptions to verify that there are no misencoded items. A notification is emailed based on the customer defined email groups at the beginning of the following business day. Authorized City users are provided the report of exceptions upon log-on for pay or return decisioning. The exception items report provides both a front and back image of each item. Authorized City users simply click on the check number of each item to view front and back check images. They can select the "pay" or"return" button for each item or select the "pay all" or"return all" button, and then electronically submit the decisions to the bank. The City receives an online confirmation indicating the submission was successful, which you can save electronically or print for future reference. This functionality requires no special software. View images of exception items before authorizing payment JPMorgan I Acces5 W 1 back NGT NEGG1WxLE�DG NGT C�SHI rola Inuprocesa t' Pending 15 x GaK x[W YQIR inn b..,.e brxr auaxaE vein d.r...U,..m., s-Pr e s �1RNN.x.r. k�o��ea2k... vPG Go s. ranooG eooGsr P"t Acme.ob-22222 - ---`-- --------" snmr:e__= Pave uune�e1 Pavee z llama war g e oaaw�aeleeereaaor P I Par RmrrRea.oe aaora xo. cbeax t Pam Pe,< e..rrPe ceraN � I xm obboaonnl zona sozsl na,g-2o P Rewrn Obb00011111 2005 GOfi.03 1]-Aug-20 PNI P.— 20 6 01 11 17-,­ 1"7 :.ug-20 -A g-20 Obb00011111 ZIIO e13.01 17 MAX PHurm I .:.ug-20 Obb00011111 f_Ot3 1234.19 1]-Aug-20 PHI RHurm I... Figure 12. Payee verification The City uses positive pay payee verification to provide an additional layer of fraud prevention protection. For payee verification, the City provides the bank with payee names in your check issue file transmission, online file upload or by manual entry on J.P. Morgan Access. While positive pay matches the MICR information of your presented check to the issue file, payee verification takes the additional step of validating that the payee name matches issue file payee information. Our payee name review digitally interrogates the payee name and looks for alterations or EXPECTED DEPOSITORY SERVICES 1 32 1 J.P.Morgan Exhibit "F" additions above, below or to the right of the payee name that would change the payee identification. Mismatched items are visually evaluated to eliminate digital interrogation reading errors, and remaining items are sent to the City in the daily positive pay exception reporting for your decisioning. Positive pay Payee verification interrogates and detects altered payee line and any variable data field ti01/!�1pAMGWL r4TrNItOM 100001 YOUR CUSTOMER -+++ +�a.s 3234 Mani*W Anywh",LISA 12345 PATE C�ECK Mp AMOUNT 100(X11 ••"`S21337 � PAY TO THE ORDER OF AfW VENM*INCORMRATED �:D047;b44$1: D0S&00j6ag527r &0000L r;C1bOOp2L437�. Traditional positive pay MICR verification (account, amount, serial number) Figure 13. Teller line positive pay Teller line positive pay is the strongest defense available to prevent check fraud. Our teller line systems are updated within one hour of receipt of the City's issue file. When a check is presented for payment at a Chase teller window, the teller system determines the validity of the issued check prior to payment. We deny encashment on any items not found as matching open entries on the issue file. Checks deposited at a Chase ATM are screened against the positive pay records. Full account reconciliation J.P. Morgan provides a complete reconciliation of outstanding and paid checks using our full account reconciliation. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). The City supplies this data in a file transmission or by upload or manual key entry to J.P. Morgan Access. We perform a full reconciliation of activity in the account, delivering a reconciliation report package through our online portal. The standard full reconciliation package contains an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. EXPECTED DEPOSITORY SERVICES 1 33 1 J.P.Morgan Exhibit T" Account reconciliation reports om, hPry s,=Ps Pa„s a� ,wlha R«nl,p„ b,kP,n_ �m, ,,_ osPay R�Po.� AFE, A1F...,h R. -, s c©sense[ J 0bba0022222 ARP Pn=ca Reaac=tar=area bema � 0bb000aaaan-aRR Rga rev om:Ianbmg enlemenl RePPtl Select Agcgunf Oumut Name CuI OX Gate - 1110 22222 naglltlated biagnoatic Ewmmary[egurl 3 120 2111 Repotl Obb00022222 Outsi-mgPSetllemenl Repgtlalion P..:_. g�Ju120 Vlevr Obb00022222 PA Onty Re=oneillalign Repgrt 31�Iu120 _ lagncstic Repotl Obb000222]222222 Recd—,O aP 0` ted Items 111,21 ,b10 Miscellaneous Oebil Recgncliatign Repotl 41Ju12g Vievr 1110 22222 Il ,d Only Ola ttr Rep.d 31�1u120 Vlee _ Obb00022111 It—d Only Reegncillatlgn Repotl 31Ju12g 41en Obb00022222 Recon Oat,File 11J,121 \'ier Figure 14. The City's reconciliation reports are available online via J.P. Morgan Access within five business days from the close of a cycle cutoff. 2. AUTOMATIC STALE DATING OF CHECKS- The City prefers the option of checks automatically becoming stale dated after a set period of time, based on the issue date in the Positive Pay system. Does your institution offer this feature, and if so, how does the institution handle items presented after they are stale? ®Yes, stale dating is offered. ONo, stale dating is not offered as described. Comment: We offer the City our stale-date feature to return checks that are presented for payment past your pre- determined number of days from the issue date. Your account must be subscribed to positive pay, and we must receive the issue record in advance of the check being presented for payment. For positive pay accounts, these checks appear as exceptions on the daily positive pay exception report that allows you to decide whether each item should be paid or returned. You may also elect to have the system automatically return all items prior to having them reported for your review. Stale-dated checks are not removed as issues. To remove the item as an issue, the City sends a positive pay file and identifies applicable stale-dated checks as cancels. EXPECTED DEPOSITORY SERVICES 1 34 1 J.P.Morgan Exhibit T" 3. POST NO CHECKS— The City expects the fraud protection feature or service that prevents checks being presented for payment to be posted to the accounts from which checks are not issued. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: J.P. Morgan offers the City our Post No Checks solution to guard the City's accounts. This service blocks all checks from your J.P. Morgan depository account or account used for electronic debits only. Post No Checks can be added or removed from an account in one business day. There is no notification of checks attempting to clear the blocked account. 4. ACH POSITIVE PAY aka ACH FRAUD FILTER— The City expects ACH positive pay/filter capabilities on its accounts, with the ability to selectively permit specified ACH debits on certain accounts and restrict all ACH debits from certain accounts. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: Continue to protect your account from unauthorized ACH transactions with ACH Transaction Blocking, ACH debit block to provide protection from third-party organizations who originate ACH transactions against your accounts. We also offer Early Warning service as an additional fraud prevention option. ACH Transaction Blocking self-service tool ACH Transaction Blocking is a self-service tool that allows clients to add ACH debit and/or ACH credit block setups at the account level, with optional dollar amount thresholds using our robust J.P. Morgan Access portal. The ACH block can be setup through the online portal via the Checks module. ACH debit block ACH debit block continues to enable you to specify which companies are authorized to post ACH debits to ACH FRAUD IS ON THE RISE your accounts, blocking unauthorized use. The You decide to "block" or"allow": system's "block all" option prevents all ACH debits from posting. You may also set dollar limit ceilings. ■ All ACH transactions With the ACH Debit Block Transaction report, you • Specific originators receive a daily report that provides a listing of all ■ By dollar amount transactions that are blocked. Data is transmitted via 0 By date Voltage secure email to identify blocked transactions, or optionally, to indicate that no transactions were blocked. ACH Transaction Review In addition to ACH transaction blocking/ACH debit block, we continue to offer ACH Transaction Review Service, available through J.P. Morgan Access. EXPECTED DEPOSITORY SERVICES 1 35 1 J.P.Morgan Exhibit T" You review and confirm ACH debit and credit transactions that post to your account and return unauthorized transactions on a case-by-case basis. A self-service option allows you to choose either a "pay" or"return" decision default on your ACH Filter Profiles. ACH Transaction Review applies to both credit and debit profiles. This feature is beneficial if you have bank accounts that serve multiple purposes or want to add diligence and reporting for accounts with higher-volume ACH received. Early Warning—Integrated solution With our Early Warning Integrated Solution, you submit inquiries to determine account status and ownership and receive a simplified response to aid in determining an actionable decision on a transaction. The solution may be used solely for bank account verification purposes or integrated within the digital payment process. BENEFITS OF OUR APPROACH El EARLY WARNING Lower risk Reduce takeover Lower the risk of digital payments fraud Reduce occurence of account takeover 0 as technology advancements increase and re-direction of funds to fraudsters Reduce costs Cut down operational, collection and Minimize reputational risk,which can be 0 recovery costs associated with payment just as damaging as financial losses fraud MISCELLANEOUS 1. ACCOUNT STATEMENTS— The City expects that statements be rendered within five(5) working days after the close of the calendar month. Monthly cutoff of statements must occur on the last calendar day of each month. Bank will notify City before inactive accounts are placed in dormant status for inactivity. The statement shall include debits and credits made on the last day of the period and the detail items. Bank statements must be received monthly, even if there is no activity for the account. The City expects to have access to online bank statements with images for at least the previous twelve months of statements. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: The City receives bank account statements for each account that 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 also provides a detailed chronological listing of all credit and debit transactions. For each EXPECTED DEPOSITORY SERVICES 1 36 1 J.P.Morgan Exhibit T" transaction, the entry provides the ledger and value dates, the dollar value of the transaction and detailed transaction description. The statement also provides closing ledger balances. J.P. Morgan's bank statements are available via secure Internet delivery through our portal, J.P. Morgan Access. Our electronic bank statements are identical to the paper statements mailed to clients and are available within two business days after the statement cutoff date. Statements are available online for up to 7 years. Dormant accounts An account is considered inactive if there is no client activity in the last 24 months. An account goes dormant if there is no activity within 30 months. Statements are created when accounts are in a dormant status. Your client service professional, Victoria Winston, will notify the City if a dormant account will be affecting your billing." 2. ACCOUNT ANALYSIS- The City expects account analysis statements by individual account and at group level, reflecting average ledger balance, average uncollected funds,average collected balance,reserve requirement, average available balance, rate and amount of earnings credit, detail of services provided with quantities and unit fees for each, and total service cost, delivered to the City on a monthly basis. This requirement applies to "No Fee"or"Fee Waiver"applications. ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: The City receives an account analysis statement each month identifying all services provided, product volumes and the resulting service charge incurred. The statement captures a monthly summary of your balances and service charges. Analysis statements are provided for each account and on a group summary basis. The City retrieves electronic account analysis statements via J.P. Morgan Access on the sixth business day after the close of the billing period. All sections of your account analysis statement may be viewed, printed and exported through the online portal. 3. PAYMENT FOR SERVICES AND ACCOUNT SETTLEMENT- The City expects to pay for all services provided by the earnings credit amount generated by account balances, or by direct payment, or a combination of both. The City prefers that settlement of the excess/deficient condition as reflected by the group level account analysis occur on a quarterly basis. The City reserves the right to select Monthly Settlement if the pricing structure of the awarded financial institution favors Monthly Settlement. If deficient, settlement is to be made by direct debit to the City's designated account. ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: J.P. Morgan currently offers the City monthly settlement with fees debited on the 151h calendar day of the month following the close of the billing period. At the request of the City, we will honor quarterly settlement with direct debit. EXPECTED DEPOSITORY SERVICES 1 37 1 J.P.Morgan Exhibit T" 4. BALANCE ASSESSMENT— State how the institution will treat any Balance Assessment or balance-based fee applicable to the City(i.e. Deposit Supervisory Fee, Premium Assessment Fee, etc.). Please indicate if the assessment will be for all depository balances or non-interest bearing balances only. (Also,please reflect treatment on the attached Fee Schedule) O Fees apply to only non-interest-bearing balances. O Fees to be waived. O Fees to be partially waived. ® Fee to be passed in full to the City. Comment: J.P. Morgan charges a balance based charge (BBC), which is a monthly administrative fee assessed to address various regulatory and other charges affecting the bank. The rate is set by the bank and subject to periodic review and adjustment. The BBC is assessed on all depository balances. The following formula is used to calculate the BBC: Balance based charge calculation (monthly) Average positive ledger balance x charge rate x number of calendar days in the month/ Actual number of days in the year Since January 2, 2010, our BBC rate has been 0.13%. As with other eligible fees, the monthly balance based charge may be offset by earnings credit provided by J.P. Morgan. This charge is included in the monthly account analysis statements. 5. RESERVE REQUIREMENT—Applicant must indicate whether or not a reserve requirement on balances used in calculating earnings credit is required. O Yes. ® No Reserve Requirement% Comment: In calculating the ECR, J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October 1, 2008, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to you by basing the earnings credit on 100% of the eligible balance of non-interest bearing demand deposit accounts. EXPECTED DEPOSITORY SERVICES 1 38 1 J.P.Morgan Exhibit T" 6. EARNINGS CREDIT RATE— The institution must state the current ECR, rate formula,and rate floor being proposed. ECR% 0.23% Rate Formula(i.e. is there an index or is it a bank determination?): Please see formula below How often will the ECR adjust if not indexed? Bank managed rate Rate Floor: Not applicable Comment: The earnings credit rate is a bank managed rate that we review and update periodically after considering a range of factors, including the market rate environment. Using a managed rate helps to maintain pricing flexibility while helping to protect you from the short-term rate volatility that could result from using an indexed rate. The earnings credit allowance is calculated based on the average daily positive collected balances in the non-interest bearing accounts less the reserve requirement (currently 0%) using the following calculation: Monthly earnings credit allowance calculation (Average monthly investable balance x ECR x actual number of days in month) Actual number of days in year 7. INTEREST RATE OPTION—If balances are sufficient to cover all services and additional balances are available to earn interest,please state the current rate, rate formula, and floor being proposed. Interest Rate% 0.18% Rate Formula(i.e. is there an index or is it a bank determination?): Bank managed Rate tiers based on balance? Not applicable Rate Floor: Not applicable Type of Account:(MMF, Interest Bearing Account, ICS, Investment Hybrid DDA Sweep Account): Any Fees associated with the recommended investment option: $5.00 per month for Hybrid DDA, no other fees apply. Comments/additional info if desired to clarify determination of interest rate In today's rate environment, you may prefer using our Hybrid DDA for excess cash balances. The Hybrid DDA allows you to earn interest on excess funds without moving them to an investment account. EXPECTED DEPOSITORY SERVICES 1 39 1 J.P.Morgan Exhibit T" Optimize your cash management in comparison to managing a sweep option or direct investment because the funds remain in one cash account and are available for use as needed. The City benefits from a simplified account structure and allow balances to offset service fees and minimize time spent managing investments with this innovative solution. BENEFITS OF OUR APPROACH El HYBRID DDA Save time Fully use funds OSave time spent managing multiple Be able to fully use your balances accounts and/or investments for excess in Hybrid DDAs cash No rPs,-rves Benefit from full use of your funds A competitive rate of return, as with no reserve requirements on compared to other short-term Hybrid DDAs investment products providing overnight liquidity FDIC insured Know your balances are FDIC-insured Benefit from balances being fully liquid up to the standard maximum of throughout the business day with no $250,000 per depositor restrictions on withdrawals The Hybrid DDA offers a solution similar to the functionality of an overnight sweep service. In the Hybrid DDA solution, balances earn an earnings credit allowance up to a predetermined threshold to offset bank service fees with balances above the threshold earning hard dollar interest. Thus, instead of sweeping to a separate account each night, your excess balance remains in the DDA and earns interest. Additionally, the Hybrid DDA does not have an investment cap like an end-of-day MMF sweep solution. Balances up to a predetermined threshold ("the peg balance") earn an earnings credit allowance at the proposed earnings credit rate of 0.23%. Funds up to the peg balance are used to offset bank service fees. Balances above the peg balance threshold earn hard dollar interest at a proposed rate of 0.18%. Interest accrues daily and is paid monthly. The below illustrates how the Hybrid DDA works. EXPECTED DEPOSITORY SERVICES 1 40 1 J.P.Morgan Exhibit T" Hybrid DDA structure Daily collected balances $210 Balances $180 exceeding the peg balance receive $150 hard dollar interest that accrues daily and is paid monthly c $120 0 IN IN Il Il 590 Balances up to the� �� �� peg balance are S60 used to determine the earnings credit lied S30 allowance to your account nt billing statement SO 1 2 3 4 5 6 7 8 9 1011 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Days Figure 15. The peg balance can be changed at any time prior to the next billing cycle (and applied on a go forward basis)to adjust for unplanned changes in service fees (e.g., significant volume changes, service additions/deletions, to compensate for periods in which minimum balance levels fall below the peg balance amount). 8. RETURNED CHECK PROCESSING— The City expects deposited checks to be processed for collection at least twice before making non-paid checks available to the City. The City prefers to receive rejected items electronically. The City expects same day notification of all returned items in excess of$5,000. ®Yes, can provide as expected. L7 No, cannot provide as expected. Comment: The City's eligible checks returned for the first time are automatically redeposited. We provide email for notification of returned items. J.P. Morgan can provide same day notification for returned items larger than $5,000. For lockbox items, we process all items that are received via our lockbox. If an item is returned, we will present it a second time. If the item comes back rejected after our second attempt it would be treated at that time as a return. We would recommend the City to subscribe to our return service via Receivables Online to view return items same day. In addition, J.P. Morgan Access gives the City next-day access to return and redeposit item information and images. To find an image, the City's user runs a Returns and Exceptions Report or the Balance and Transaction Report on J.P. Morgan Access. The front and back of the returned item are available. The user then clicks on the icon for the return item image to view, print or export the image. EXPECTED DEPOSITORY SERVICES 141 1 J.P.Morgan Exhibit T" SAFEKEEPING OF CITY OWNED SECURITIES The Public Funds Investment Act in conjunction with the City's Investment Policy shall govern the City's investment activity and the successful applicant shall be expected to provide services within the constraints of both. The City requests that the institution provide safekeeping services for the securities owned by the City, or offer an alternative option for safekeeping services. The institution will act as securities clearing agent for all security purchases made by the City and for sales of securities from the investment portfolio,and will provide the necessary wire transfer and physical delivery services required to support investment activities.All securities will be handled on a Delivery Versus Payment(DVP)basis as they are cleared into and out of the City's account. Necessary controls will be negotiated with the institution. Confirmation of trades must be provided to the City within one(1)business day. Security clearance and safekeeping services shall be governed by a "Safekeeping Agreement"or similar contract executed between the City and the Institution.All interest payments on securities held are to be posted on the due date or on the next business day in the event the due date falls on a weekend or bank holiday. The City must be notified within seven (7) days of a call date notice for any securities being called prior to maturity. The City prefers a web-based safekeeping transaction monitoring and reporting mechanism. As of August 31, 2021, the City's security portfolio totals approximately$37,000,000 made up of 14 different securities. Please provide a schedule of securities safekeeping fees with the required Response Attachments. ®Yes, can provide as expected. ONo, cannot provide as expected. Comment: J.P. Morgan possesses full range of capabilities and commitment to be an effective strategic provider for the City. Our aim is to support your current requirements as well as future developments. Our first custody relationship was established in 1857. We have provided master trust and custody services since 1974, following the passage of ERISA, and we were the first commercial bank to enter the global custody business that same year. At that time, J.P. Morgan professionally coined the phrase "global custody," defining an entire industry. Please see below for full range of services we offer: Standard custody services • Transaction initiation (Online web portal, SWIFT) • Proxy voting • Settlement • Electronic reporting • Registration and safekeeping • Regulatory intelligence • Corporate actions • Tax intelligence • Income collection SAFEKEEPING OF CITY OWNED SECURITIES 1 42 1 J.P.Morgan Exhibit T" Electronic methods of data transmission The following is a list of our preferred methods of trade instruction, all of which feature optimum STP capabilities: • Transaction Initiation Module in J.P. Morgan Markets: Direct data entry or file upload to our proprietary, web-based trade initiation application in J.P. Morgan Markets • SWIFT: SWIFT ISO15022 via SWIFT Network Trade settlement Upon trade settlement in the market, we will receive a confirmation from the central securities depository. J.P. Morgan provides automated real-time updates on all settlements through our reporting capabilities on J.P. Morgan Markets or via SWIFT settlement notification. Corporate actions, including Calls The City will receive confirmed information no later than 48 hours after announcement. This allows J.P. Morgan to process all the individual notifications into our systems and infrastructure to be scrubbed against multiple sources and across a wider data set beyond custody to create one golden copy. All events are validated for content and accuracy before releasing to our clients. SAFEKEEPING OF CITY OWNED SECURITIES 1 43 1 J.P.Morgan Exhibit "F" SERVICES UNDER CONSIDERATION 1. SMART SAFE- The City is considering the possible use of Smart Safe for the secure handling of cash receipts.Please provide details for this service including cost associated with this service. Please describe any requirements the City would have to consider for this service. ®Yes, can provide as requested. ONo, cannot provide as requested. Comment: We offer a solution for the City to receive daily, advanced bank credit for cash placed into a leased or purchased Smart Safe from Brinks, Garda or Loomis. Smart Safe incorporates U.S. dollar validation, counterfeit detection and software capabilities to provide online reporting to your store and corporate headquarters. The efficiencies gained using Smart Safe with Advanced Credit allows the City to eliminate time- consuming deposit preparation of cash, freeing staff to spend more time on other tasks. And, advanced credit means we post deposit credit each day without daily armored vehicle service to the bank. BENEFITS OF OUR APPROACH El SMART SAFE WITH ADVANCED CREDIT Reduce costs • Simplify reconciliation Lower costs with fewer scheduled Access details to perform reconciliation 0 armored courier deposit pickups without through the end-of-day Smart Safe sacrificing liquidity and safety report to your POS system Improve cashflow 4, Receive provisional credit for cash Store cash securely and limit cash e—,"l) placed in the Smart Safe without making hold in registers subject to theft as only a trip to the bank providers can open Smart Safes Save time Reduce time spent on cash deposit Deliver deposits to the bank via armored preparation with Smart Safe automation courier—your employees don't need to go to a branch We recommend that the City meet with our approved armored courier providers to understand the Smart Safe solution that is right for your operations. These providers review the equipment options, placement, capacity and related pricing with you to help determine a solution that meets your needs. SERVICES UNDER CONSIDERATION 1 44 1 J.P.Morgan Exhibit T" Please provide a detailed description of how this service is set up, includinq pricing options for transactions and all equipment: Description: Smart Safe with Advanced Credit eliminates time-consuming deposit preparation and trips to the branch or vault. Smart Safe — process flow DAY 1 Deposit Transmit Receive Credit Cashiers deposit cash into Your safe will transmit The armored courier will We provide provisional the Smart Safe bill reader business day totals to your transmit the totals to us credit for the deposit into until end of the business day armored courier vendor your account DAY 2 WEEKLY © Report Pickup Verify Your provisional credit for the Physical cash is picked up from Physical cash is verified by previous day's deposit may safes at your locations by your the vendor and placed in our be viewed using our online armored courier vendor inventory—we review the cash banking portal deposit for any adjustments Figure 16. Armored courier J.P. Morgan does not provide Smart Safe equipment services. We have established relationships with three national couriers: Brinks, Garda and Loomis. the City selects a Smart Safe vendor to best accommodate your business needs from our three approved armored car providers. Through your relationship with the courier, your store management and treasury offices will have direct contact with your selected vendor. Service and billing for equipment, transportation, reporting and processing are between you and your provider. We will provide account service management for your J.P. Morgan accounts. SERVICES UNDER CONSIDERATION 1 45 1 J.P.Morgan Exhibit T" Smart Safes accept, validate, record and store cash securely i i i i Figure 17. Deposit tickets are not required for cash deposits validated through the Smart Safe. Your employees insert cash into the Smart Safe bill reader until business day-end. The machine reads the currency amounts as the cash is inserted into the machine and creates electronic data files reported/received by the courier. Your business day aggregate totals are transmitted to us by your armored courier. We post one credit to your account per business day for each Smart Safe. You can maintain validated cash on-site in a Smart Safe for up to one week. On your service date, the armored provider collects the cash contents and delivers to the vault for verification. We reconcile the verified cash total to the advanced credits previously posted to your account. Any discrepancy results in an adjustment to your account. The Smart Safe provider generates a multitude of reports, either locally via an integrated printer or remotely via the courier-supported online portal. Reporting Deposits posted to your account are reflected each morning on our online portal, J.P. Morgan Access. The online portal provides a powerful, easy-to-use reporting tool providing prior-day information reporting by 7:00 a.m. CT. We also offer a BAI reporting file. Detailed reporting for Smart Safe transactions is provided by the armored courier through their reporting tool. Coin and checks Please note that checks and coin can be placed in the safe's storage vault, however, neither check nor coin deposits are included in the advanced credit amount. When servicing the Smart Safe, your armored vendor picks up separately prepared check and coin deposits and delivers to the vault for processing. SERVICES UNDER CONSIDERATION 1 46 1 J.P.Morgan Exhibit T" Follow standard vault deposit guidelines for coin or check deposits in the Smart Safe storage vault. Guidelines include using a deposit slip with a tamper evident deposit bag. Bank credit for these deposits is provided upon physical delivery and verification at the vault. 2. ATM DEPOSIT CARDS– The City may be interested in using ATM deposit only cards for small deposits from various departments. Does your bank offer this service? ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: We offer ATM business deposit cards as a solution for smaller cash and check deposits. COST SAVINGS When your business involves multiple agents, Deposits made using our ATM Deposit Only technicians, drivers or sales representatives, Card solution are free of charge for depositing cash or checks can be inconvenient to deposits $10,000 and under perform, track and reconcile. The City's employees can conveniently deposit cash and checks using ATM Deposit-Only Cards at more than 15,000 DepositFriendly Chase ATMs. BENEFITS OF OUR APPROACH ATM business deposit cards ENJOY FLEXIBILITY Set up multiple—up to 9,999 per account—ATM Deposit-Only Cards with 10-digit location identifiers KEEP IT SIMPLE No deposit tickets, depository bags or envelopes required! KEEP IT EASY Issue new cards and make changes quickly and easily ENJOY EXTENDED Deposit by 11:00 p.m. ET at Deposit Friendly ATMs for same business day credit DEADLINES SEE THE DETAILS Receive enhanced ATM receipts showing check images or a list of currency denominations ONE VIEW View account information, memo-posts, balances and images of deposited items on J.P. Morgan Access DON'T WORRY Get immediate cash verification and counterfeit detection and NO withdrawal or transfer capabilities with our solution Convenience of one master account ATM Deposit-Only Cards offer the convenience of one master account combined with 10-digit unique location identifier numbers (ULIDs). Track ATM deposits from multiple field employees and simplify reconcilement and reporting. As an option, elect to receive enhanced deposit receipts that print check images and list currency by denomination. SERVICES UNDER CONSIDERATION 1 47 1 J.P.Morgan Exhibit T" Added security ATM Deposit-Only Cards are only used to make cash and check deposits to the designated Chase account. As further security measures: • Cards cannot be converted to allow debit functionality • Cards do not have Visa or Mastercard logos and cannot be used for purchases or cash withdrawals at any ATM or point of sale terminal • Receipts do not include any balance or account-level information Additionally, enhance fraud protection by adding ACH Debit Blocking and Post-No-Check services to your designated account. ATM business deposit card—How it works We provide your staff with ATM Deposit-Only Cards linked to a single E ire a fittP master account with 10-digit identifiers assigned to each card or user. All transactions, including adjustments and return items, are identified by the user number to simplify reconciliation tasks. a You may request and issue ATM Deposit-Only Cards quickly to multiple oet _ employees in one or more states. Once your employees receive the ATM cards and personal identification numbers (PINs), they begin making ATM deposits. The process is simple: • Endorse checks with the client name and location number. • Insert the ATM Deposit-Only Card into a Chase-branded DepositFriendly ATM and enter the PIN. Receipt wish rota s a Check?"s • Deposit up to 200 bills into the deposit slot (no coins) or up to 30 checks at a time. Deposits do not need a deposit slip or envelope. • The ATM calculates the deposit total and displays check images on the ATM screen. Your employees may then choose to verify the amount for accuracy. A receipt confirming each deposit and the ATM location may be printed. Extended deadlines for same-day credit Deposits made by 10:00 p.m. CT are credited the same business day at the majority of these ATMs. There is no limit to the number of ATM deposits the City employees may make in one day. Detailed reporting Receive detailed transaction reporting through J.P. Morgan Access. Deposits are reported throughout the day; however, ATM deposits post at end of day. SERVICES UNDER CONSIDERATION 1 48 1 J.P.Morgan Exhibit T" 3. INTEGRATED DISBURSEMENT SERVICES— The City is interested in considering different levels of outsourcing for its disbursement function including, but not necessarily limited to, check printing and distribution. ®Yes, can provide. ONo, cannot provide. Comment: J.P. Morgan offers the City multiple integrated disbursement services, including check print, Host-to- Host payments and our digital payment solution, J.P. Morgan Concourse, as described below. Check print We offer check print services for the City to outsource this function, leveraging the bank's economies of scale CHECK PRINT BENEFITS and fraud protection. Let us help you lower operating costs and reduce risks associated with printing checks Outsourcing non-core payables functions in-house with our comprehensive check print services. allows for greater focus on payment conversion activities while reducing costs For nearly 30 years, we have helped clients benefit and increasing efficiency. from outsourcing the check print function. Through significant infrastructure and technology investments in our U.S. printing facilities, we offer a low-cost, high-quality printing solution that is designed specifically for you and can be adapted as your needs change. BENEFITS OF OUR APPROACH El CHECK PRINT Lower costs Save on postage • Reduce expenses with lower per-unit Benefit from our postal net barcodes cost on check stock and envelopes and postage presort rate based on cumulative volumes of all our clients Free up staff Let your staff focus on core Reduce investment expense into competencies and more strategic machinery and technology for in-house initiatives check printing Build redundancy MU1 Al Rely on tested and proven disaster We print your logos and signature on recovery capabilities—no need to create blank stock, include many security and maintain your own backup site features and integrate wth fraud protection services Rest assured—we tightly control the check print process from system, physical access and quality control perspective SERVICES UNDER CONSIDERATION 1 49 1 J.P.Morgan Exhibit T" Security features built into the check itself the City benefits from using check stock with the most robust security features in the industry. New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage. Trying to move from paper to electronic payments? We understand checks are necessary. Consider outsourcing non-core payables functions and migrate your workstream to begin the transition toward more electronic payment operations. Leverage a single, common electronic banking channel, J.P. Morgan Access, to initiate your check payment instructions electronically to outsource your check printing. Creating cash flow efficiencies allows the City to focus more on payee payment-conversion initiatives. To add value, we work with you to continue optimizing the payables process. Worried about fraud? Our check print service integrates with our suite of fraud prevention services to provide the benefits of positive pay services. We automatically generate and send the check issue information to our account reconciliation processing (ARP) platform and Chase teller systems across the country. Positive pay minimizes your exposure to check fraud, as checks presented must match your issue information, including the payee name. Checks deposited at a Chase ATM are also screened against the positive pay records. Checks that do not match your issue records receive a funds availability hold against the check amount, allowing you to perform a positive pay exception review and a pay or return decision before the check amount is available to the depositor. Please note that payee name verification is not part of the ATM positive pay review. We're here for the long run If your check payment volume is dwindling, does it make sense to upgrade and maintain equipment? Probably not, but capital investment makes sense for us, as our check print volumes have been increasing due to more and more clients outsourcing their processes. Our state-of-the-art print production facilities use digital printing technologies to deliver accurate, high- quality checks. And, we maintain and upgrade our check printing equipment regularly. Recently, we invested $20 million in our redundant check print facilities. We print and mail more than 50 million checks annually, including 1.3 million checks per month, for our treasury services clients. These are just some of the many benefits you realize in choosing J.P. Morgan as your check print outsourcing provider. Host-to-Host Payments To address the City's need for an automated payables solution, we propose using a consolidated disbursement solution. We understand the complexity of making payments can be a genuine challenge. Common hurdles include: SERVICES UNDER CONSIDERATION 1 50 1 J.P.Morgan Exhibit T" • Employing effective internal risk controls. • Using appropriate payment types to minimize cost. • Juggling multiple currencies for payments across the globe. • Satisfying global regulatory requirements. Online tools help the City manage your file-based communications and transaction workflow in real time and provides you greater visibility into your transactions. Streamline operations and reduce expense with Host-to-Host Payments. The City can transfer many of the tasks involved in payment initiation from your operations to the bank. BENEFITS OF OUR APPROACH Host-to-Host Payments for automated payable Create efficiencies • Consolidate payment requests, such as accounts payable and payroll, enable efficient file transfer Save time • Simplify the payment and e-collections processes and reduce cost and resources Increase visibility • View initiation status and individual transactions, and manage file delivery and workflow in real time � Increase control �I Perform final approval step before the file is processed Boost compatibility • Integrate with ERP and TMS systems by leveraging industry-standard formats and standard network protocols Manage global payments • Benefit from multibank payment information advising for payments across all banks, and SEPA for European payments Heighten security • Reduce the risk of payment fraud and protect transaction privacy, authenticity, as files are encrypted, digitally signed and transmitted through secure channels Decrease risk • Reduce human error and improve risk control with automated processes How it works You begin by establishing a secure connection between your Enterprise Resource Planning (ERP) System or Treasury Management System (TMS) to J.P. Morgan. Then, you send us a single payment file containing multiple payment types—ACH, wire, email/text payments, virtual card and check print outsource payments. Next, Host-to-Host Payments authenticates the file, validates the content and routes the transactions to the appropriate settlement networks. SERVICES UNDER CONSIDERATION 151 1 J.P.Morgan Exhibit T" Host-to-Host Payments streamlines the City's disbursement process Many locations One ERP Streamlined processing One destination 0 a 4 0 Division A ERP or Host-to-Host The bank treasury workstation ■ sFTP/PGP ■ IS020022 XML Division B ,raw Division C Figure 18. Host-to-Host Payments offers a full range of file formats and transmission protocols and supports most payment types in J.P. Morgan's footprint. J.P. Morgan Concourse TM Our Concourse platform offers a modern, intuitive and simple interface to recipients receiving payments from the City. Concourse offers automatic payment communications to recipients via a City-branded email or SMS text. In addition, a City-branded customer portal is available where customers/associates can review payment details and accept payments through their preferred payment method made by the City. Concourse offers the flexibility for the City to initiate payments to your counterparties intelligently and giving them a variety of payment options to choose from. The City can opt to offer traditional payment methods, such as next day ACH, and Same Day ACH to disburse payments directly to recipient's bank accounts. You may also choose more 'instant' options, such as Zelle and, in the future, the Real-Time Payments (RTP) network or push to a debit card. In the future, Concourse also will support the ability to push funds directly to alternative methods of payments, including Venmo or PayPal digital wallets. J.P. Morgan offers a seamless experience for the City's payees to select their preferred method of payment based on the payment options that the City makes available. Whether that individual is representing themselves or their business, our model is designed to support the City's beneficiaries. SERVICES UNDER CONSIDERATION 1 52 1 J.P.Morgan Exhibit T" INCENTIVES / ENHANCEMENTS OFFERED 1. TAMPERPROOF DEPOSIT BAGS— Will the institution provide tamperproof bags at no charge? ®Yes, can provide as requested. L7 No, cannot provide as requested. Comment: J.P. Morgan will provide the City of Round Rock with $500 of expense allowance which can be used towards the purchase of tamperproof deposit bags. Bag fees have been provided below and include the cost of the bag and standard delivery via UPS Ground. Only sales taxes are additional, where applicable. Prices depend on the size of bag ordered. Depository bag sizes and pricing Depository Price/number of channel Description Features units per package Branch, Cash only, 10"x 15" Small Dual-Pocket Security Bag $25.00/100 check or vault check only, or . Tamper-evident Sentry 3 closure for maximum cash and check security • Dual-pocket, (top/bottom or side by side bag)for separating cash and checks • 1,000-note currency capacity • 300-check capacity • Tri-extruded film for added strength and security Branch, Cash only, 13"x 21" Large Dual-Pocket Security Bag $35.00/100 check or vault check only, or . Tamper-evident Sentry 3 closure for maximum cash and check security • Dual-pocket , (top/bottom or side by side bag)for separating cash and checks • 3,000-note currency capacity • 600-check capacity • Tri-extruded film for strength and security Vault Bulk Coin 11"x 17" Small Coin Bag $50.00/100 • Can accommodate a "half bag" of any coin denomination: • $500 in quarters $500 in dimes $100 in nickels $25 in pennies $100 in dollars $500 in halves • 6.5-mil film for maximum strength • Reinforced handle for easier transportation INCENTIVES / ENHANCEMENTS OFFERED 1 53 1 J.P.Morgan Exhibit T" Depository bag sizes and pricing Depository Price/number of channel Description Features units per package Vault Bulk Coin 12"x 21" Large Coin Bag $60.00/100 • Meets all Federal Reserve requirements for coin shipments • Can accommodate a "full bag" of any coin denomination: • $1,000 in quarters $1,000 in dimes $200 in nickels $50 in pennies $2,000 in dollars $1,000 in halves • 7-mil film for maximum strength and durability Reinforced handle for easier transportation 2. ENDORSEMENT STAMPS& OTHER SUPPLIES— Will the institution provide endorsement stamps and deposit slips at no charge? ®Yes, can provide as requested. L7No, cannot provide as requested. Comment: J.P. Morgan will provide the City of Round Rock with $500 of expense allowance which can be used towards the purchase of endorsement stamps and deposit slips. 3. REMOTE DEPOSIT SCANNERS—Is the institution offering a scanner(s)to the City at no additional cost? ® Yes, institution is offering the following: Number of scanner(s) Two (2) Brand of Scanner Epson CaptureOne 60/100 or 90/100 scanners for check-only scanning and the Epson DS-770 if you plan to scan checks and documents. Single feed or Capacity of documents scanned/minute L7 No,institution is not offering a free scanner with the response. INCENTIVES / ENHANCEMENTS OFFERED 1 54 1 J.P.Morgan Exhibit T" 4. COURIER OR ARMORED CAR SERVICES- The City of Round Rock currently has a total of five locations where armored car services are used for pickup and delivery of deposits Monday through Friday. Is the institution offering to help to offset the cost of Courier or Armored Car services through a direct credit or through the application of Earnings Credit to the cost?If so,please provide the details of the service and how it would be billed. The City currently deposits approximately$165,000 per month in cash and coin. O Courier fees to be fully reimbursed O Courier Fees to be partially Courier reimbursed;billed through analysis ® Fee to be passed in full to the City;billed through analysis O Not offered. Comment: J.P. Morgan will not offset the cost of the City's armored courier; however, we will pass the full charges through to the City's J.P. Morgan account analysis statement where they can be offset by earnings credit. 5. INCENTIVE FEE WAIVER-If your institution is offering a waiver of monthly service fees during a specific timeframe,please provide the following information for clarity of the terms of your offer. ® Zero-pricing waiver(no fees assessed)during the timeframe of the offer and interest can be earned on balances during this time Number of months of the fee waiver: Eight (8) months of account analysis fees, up to $40,000 Maximum dollar amount of waiver(if any limitations): Eight (8) months of account analysis fees, up to $40,000 Comment: O "Net"fee waiver(only for fees not covered by balances and earnings credit) Number of months of the fee waiver. Maximum dollar amount of waiver(if any limitations): Comment: O No waivers-Institution is not offering a waiver of fees INCENTIVES / ENHANCEMENTS OFFERED 1 55 1 J.P.Morgan Exhibit T" 6. CASH TRANSITION ALLOWANCE/RETENTION BONUS/OFFER-If Institution is offering a cash amount to offset the cost of the transition,please provide that amount. $41,500 (please see breakdown below) Comment: J.P. Morgan is providing an incentive in terms of a fee waiver. As described above in Question 5, we will waive eight (8) months of account analysis fees, up to $40,000. Additionally, J.P. Morgan will provide the City of Round Rock with two (2) remote deposit scanners at no cost (valued at$1,000) and a $500 expense allowance, which can be used towards the purchase of tamperproof deposit bags, checks, deposit slips, endorsement stamps and other banking supplies. INCENTIVES / ENHANCEMENTS OFFERED 1 56 1 J.P.Morgan Exhibit T" OTHER STIPULATIONS 1. RIGHT TO CANCEL UNDER FEDERAL OR STATE LAW RULINGS—In the event it would be ruled illegal under the provisions of any Federal or State laws or regulations for the successful institution to comply with the requirements of the contract, then the City expressly reserves the right and privilege to cancel the contract and to re-solicit applications. ® Agreed Comment: Acknowledged. 2. RIGHT TO OPEN&MAINTAIN OTHER ACCOUNTS— The City shall have the right, at its sole discretion, to direct, open and maintain accounts at other institutions. ® Agreed Comment: Acknowledged. 3. CERTIFICATES OF DEPOSIT— Certificates of Deposit("CDs'9 will be opened in the name of the City and must be fully insured by the FDIC or collateralized in accordance with Chapter 2257 Public Funds Collateral Act and the City's Investment Policy until the maturity date. Proof of collateral must be supplied to the City prior to CD settlement. ® Agreed Comment: Acknowledged. Funds can be invested in CDs with a variety of maturity options typically greater than 90 days. CDs are backed by the full faith and credit of J.P. Morgan. As U.S. bank deposits; they have no foreign country risk and are FDIC insured up to $250,000 per depositor. Rates are based on market conditions at the time of investment. Collateral is adjusted prior to the settlement of the CD. The bank will honor and continue any CD made during the term of the agreement that will mature after the expiration date of the agreement. In addition, we also offer CDs that are collateralized for government entities if they are above the $250,000 FDIC limit. OTHER STIPULATIONS 1 571 J.P.Morgan Exhibit T" 4. RIGHT TO TERMINATE— The City expressly reserves the right to terminate the contract with or without cause at any time by providing ninety(90) days written notice to the successful institution to close its accounts and terminate services. ® Agreed Comment: As noted in J.P. Morgan Account Terms and Conditions (provided in response to Question 7. Formal Contract Required below), either J.P. Morgan or the City may close an account or terminate all services by giving not less than thirty (30) calendar day's prior written notice of intent to close or terminate. 5. TERMS FIXED—All fees, rate formulas, and conditions shall be fixed for the entire contract period, including any and all continuations. ® Agreed Comment: Acknowledged. Fees, rate formulas, terms and conditions shall be fixed for the entire Agreement period, including any and all mutually agreed upon extensions. 6. SEMI-ANNUAL MEETING— The City expects a review meeting at least once every six months to evaluate the working relationship between the City and the successful institution. The objective shall be to address any problems and to seek solutions as well as keeping abreast of changes, new services, or new requirements. ® Agreed Comment: Acknowledged. 7. FORMAL CONTRACT REQUIRED— The final appointment of the successful institution shall be made by the City Council. The successful institution shall be required to enter into a contract that incorporates all of the requirements of their official response to this RFA, along with the accompanying related schedules and materials as called for in this RFA. The formal agreements should include:a primary depository services contract, a collateral custodial agreement, and a FIRREA compliant resolution of certification (see reference under the Collateral Requirements). ® Agreed Comment: The City has already executed J.P. Morgan documentation for the accounts and services proposed in this response to the City's RFP. Additional account opening documents or service terms may be required from the City for new accounts or services. As part of our efforts to manage our environmental footprint in an efficient and sustainable manner, sample documents are being provided through the links below. Please note that these documents may be modified by the bank from time to time. At the time of your implementation and based on the specific services you elect to use; you will receive the applicable agreements to be executed from your implementation project manager. • Sample Account Opening Documents: OTHER STIPULATIONS 1 581 J.P.Morgan Exhibit T" httips://www.chase.com/content/dam/chasecom/en/commercia1-bank/documents/1 1-21-us- account-opening-package.pdf • Sample Product and Service Terms and Agreements: https://www.chase.com/content/dam/chasecom/en/commercial-bank/documents/11-21- consolidated-service-terms-commercial-bank.pdf Contract Length If J.P. Morgan is awarded the contract, all pricing and fees included in this proposal shall remain fixed for a five (5)year period from the start of the contract. Any extension period shall be subject to negotiation of mutually agreeable terms, pricing and fees. Terms and Conditions J.P. Morgan has received RFA#22-007 (the "Solicitation"), issued by the City of Round Rock, Texas ("Issuer") and is submitting its proposal or requested information in response (the "Response"), which outlines its product and service capabilities and/or pricing as requested in the Solicitation. The Solicitation includes requests that the bidder/proposer provide certain certifications or sworn statements (collectively "Certifications") and/or specific comments to or modifications of included standard terms and conditions, sample agreements, incorporated procurement rules, laws, and the like referenced in the Solicitation (collectively, "Issuer's Standard Terms"). In addition, the Solicitation may indicate that any response provided by bidders/proposers constitutes an acceptance of all Issuer's Standard Terms and concurrence with Certifications, unless expressly modified or objected to within the response. J.P. Morgan has robust internal procedures under which Certifications and Issuer's Standard Terms are thoroughly reviewed and vetted, from a legal, business, and factual perspective prior to entering any agreement or offer that confirms the accuracy of Certifications and/or agreement to Issuer's Standard Terms. While we have reviewed and appropriately vetted those Certifications that we have specifically included within our Response, ("Express Certifications"), we have not invoked that internal review process in connection with any other Certifications or Issuer's Standard Terms that may be included within this Solicitation and, accordingly our Response should not be construed as and does not constitute any express or inferred acceptance of the other Certificates and/or Issuer's Standard Terms. Rather, in lieu of any agreement to Issuer's Standard Terms or attestation of matters contained within the other Certifications, we have enclosed within the Response our standard Account Terms, Addendum to Account Terms, United States of America, Consolidated Service Terms any additions required by the RFP and Consolidated Service Terms ("Account and Service Terms") in the links above, which include terms applicable to the services and the types of accounts that are the subject of the Solicitation. These are provided in addition to the other components of our Response, relative to product/service descriptions and pricing. If we are awarded the business referenced in the Solicitation, or conditionally awarded the business, subject to agreement between us as to terms and conditions under which the services are to be performed and the certifications to be provided by J.P. Morgan, we will discuss modifications to these Account and Service Terms and incorporation of specific Certifications, where appropriate, to try to meet your needs and specific legal requirements applicable to you. These will be incorporated within a mutually agreeable contract between us. Please keep in mind, however, that J.P. Morgan's policies do not allow for: • the provision of unlimited indemnities; OTHER STIPULATIONS 1 591 J.P.Morgan Exhibit T" • conveyance of intellectual property rights; • acceptance of liability except to the extent caused by our breach of contract, negligence, or willful misconduct; • acceptance of consequential, incidental, or special damages; • liquidated damages; • agreement to miscellaneous laws, regulations, ordinances, codes, etc. that do not on their face apply to J.P. Morgan as provider of the services that are the subject of the Solicitation; or • deviations from the insurance coverage J.P. Morgan carries Except as modified by our negotiations following notification of award or conditional award of the business referenced in the Solicitation and set forth in the final agreement between us, we anticipate that the Account and Service Terms, as applicable to services and accounts contemplated by the Solicitation will be incorporated within such final agreement. Other that those matters that are expressly affirmed in the Express Certifications contained in our Response, any Certifications and/or Issuer Standard Terms that the Solicitation may otherwise impute to any bidder/proposer submitting a response thereto, are not incorporated into, and may not be inferred, as a result of this Response. Finally, J.P. Morgan is required to know its customers and adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness, to fight against the funding of terrorism, money laundering and sanction related activities and to perform certain transaction screenings. This means J.P. Morgan will request information about the Issuer and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with these policies and procedures. This is an ongoing requirement and the provision of services pursuant to this Response and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of these policies and procedures and compliance by the Issuer with applicable law with respect to the services provided and with J.P. Morgan's policies of which the Issuer is informed. 8. NET OVERDRAFT DEFINED- The City does not intend to have a net overdraft position occur during the term of the contract.A net overdraft shall be defined as a negative balance in the City's accounts collectively, not by individual account. ® Agreed Comment: All your accounts are netted together for tracking intraday liquidity usage. Real-time balance and transaction information is available via J.P. Morgan Access. Daylight overdrafts are referenced in the context of either intraday credit line (IDL) or intraday liquidity (Fed daylight overdraft) usage. The bank does not charge for intraday or daylight overdrafts. J.P. Morgan charges for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual DDAs. Overdraft fees can be offset by an earnings credit allowance and may be assessed on a per occurrence basis. The formula for EOD negative collected balance fee is as follows: OTHER STIPULATIONS 1 601 J.P.Morgan Exhibit T" Negative collected balance fee calculation (Negative collected balance x OD rate'x number of days overdrawn) 360 days "OD rate=J.P. Morgan's Prime+3% 9. OVERDRAFT NOTIFICATION-In the event a check or checks shall be presented for payment where there is insufficient funds in City's collective accounts, the successful institution agrees to promptly notify the City's Controller, by telephone or other means, of the overdraft condition, and to provide the City a period not exceeding one business day to respond and rectify the condition. ® Agreed The City's relationship team handles overdrafts caused by funding failures and may contact you to help confirm the account is processed appropriately. However, an interest overdraft fee may be assessed on uncollected balances. 10. RESEARCH- The City expects that all research requests are responded to within three business days of the request. ® Agreed Comment: J.P. Morgan has established turnaround times for research and adjustment items. Our goal is to resolve 95 percent of research and adjustment items between 24 and 48 hours; however, certain requests may take longer. 11. BANK ERRORS-Bank errors resulting in lost interest or incorrect service fees to the City must be reimbursed by the bank to the City, utilizing a mutually agreed upon method of reimbursement. ® Agreed Comment: Should J.P. Morgan cause an error resulting in lost interest to the City, we will work with you to rectify the problem utilizing a mutually agreed upon method of reimbursement. 12. AUDIT CONFIRMATIONS-Successful institution must provide account balance audit confirmations to the City's audit firm annually at no charge. ® Agreed Comment: The City has two options for requesting an audit confirmation from J.P. Morgan: • Confirmation.com' allows the City to request audit confirmations electronically. Your requests will typically be completed within three business days for most account types when using the website. • Alternatively, the request may be sent to your designated client service professional, Victoria Winston. Responses to these requests will take up to 10 business days. OTHER STIPULATIONS 161 1 J.P.Morgan Exhibit T" Victoria Winston is available to assist the City's authorized personnel with detailed instructions as needed. (1) Confirmation.com is an independent provider of electronic confirmation processing. To begin using this service, your audit firm must first register at www.confirmation.com. Once your registration has been submitted and validated, you can begin submitting your audit confirmation requests online. 13. ONE RELATIONSHIP OFFICER- The City requests one relationship manager to coordinate the successful institution's efforts and remain directly responsible for facilitating all City/Institution interaction. Description Name Title Phone Relationship Officer Stephanie Lopez Relationship Manager (512)479-2720 Address Email Address 221 W 61h St, Floor 01, Austin, TX, 78701-3400 stephanie.m.lopez@jpmorgan.com With our enhanced client service model, the City will benefit from a premier client experience, and a consultative, team approach. Our skilled relationship team of professionals with a variety of expertise takes the time to understand the City's business needs and proactively provide targeted ideas to energize your operations. Let us continue to help lead you to success. Stephanie Lopez will be your relationship manager to share new and valuable ideas that provide you present and future benefits. Nate Farkas, your government TCOE treasury management officer, will lead the Treasury Services team supporting you. You receive day-to-day servicing from your client service professional, Victoria Winston. Brief biographies of your relationship team members have been provided below. OTHER STIPULATIONS 1 621 J.P.Morgan Exhibit T" Relationship Manager Stephanie Lopez will continue to serve as the lead relationship contact at J.P. Morgan. Stephanie is responsible for the City's banking arrangements and the effectiveness of our team in handling your banking services. Stephanie Lopez Role Commercial Banker ry Address 221 W6 th St, Floor 1 Austin, TX 78701-3400 Phone (512)479-2720 Email stephanie.m.lopez@jpmorgan.com Responsibilities Stephanie Lopez will continue to lead the City's banking team with a focus on the quality and delivery of our services. She will continue to: • Serve as your primary point of contact for the bank's full capabilities • Recommend products and services that meet the City's needs and goals, including financing solutions, treasury management and other banking services • Oversee delivery of products and services, including financing, treasury services and other financial services • Address your overall satisfaction with your J.P. Morgan banking relationship Biography Stephanie Lopez started at J.P. Morgan in the Business Architecture &Transformation group, partnering with J.P. Morgan Latin America on an internal initiative to enhance Money-Market and FX transactions. She then transitioned to the Banking Operations line of business, where she supported industry-wide fraud initiatives. After her Operations experience, Stephanie joined the Middle Market Government Banking group as a Commercial Banker supporting states, counties, cities,school districts and other municipalities and agencies across the Midwest. In her current role, she manages many Government clients across central Texas. Stephanie received her Bachelor of Science in Psychology and a Bachelor of Business Administration from Florida International University and is currently working on her Master of Management, Strategy and Leadership at Michigan State University. OTHER STIPULATIONS 1 631 J.P.Morgan Exhibit T" Treasury Management Officer Leading the treasury services team, Treasury Management Officer Nate Farkas will consult with the City on an ongoing basis to maintain industry leading treasury management arrangements specifically tailored to meet the City's needs. He will communicate best practices, new solutions and enhancements to products and services. Nate Farkas Role Treasury Management Officer Address 8181 Communications Parkway, Floor 3 r�} Plano, TX 75024 Phone (972)324-1651 Email nathaniel.k.farkas@jpmorgan.com Responsibilities Nate Farkas will assist the City in resolving working capital and efficiency challenges by providing information and offering ideas from J.P. Morgan's Treasury Services team. He will: • Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist the City in realizing day-to-day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends Biography As Vice President,Treasury Management Officer, Nate Farkas supports government and public sector entities within the South region of the United States. Nate has been with the firm for six years and has over ten years of diverse financial services experience. His focus is to deliver solutions to clients across government agencies helping to maintain the proper alignment of strategies and credit capacity for all treasury services products. Nate received his undergraduate degree from Miami University (Oxford, OH)and his M.B.A from the University of Dallas. OTHER STIPULATIONS 1 641 J.P.Morgan Exhibit T" Client Service Professional The City's day-to-day banking service needs will be handled by your designated client service professional. Victoria Winston serves as the single point of contact for all the City's account inquiries. Victoria Winston Role Client Service Professional Address 8181 Communications Parkway, Floor 2 Plano, TX 75024 Phone (214)965-2409 Email victoria.winston@jpmorgan.com Responsibilities Victoria serves as the primary point of contact and as a proactive resource for the City's banking service needs. She will facilitate the timely resolution of all service issues with her understanding of all aspects of our Treasury Services' product functionality and technology. For day-to-day matters, she will continue to: • Resolve the City's inquires including credit/debit confirmations, cancellations of payments, amendments of payment instructions, funds transfer inquires and other treasury service matters • Identify and resolve operational issues in a timely manner • Share her specialized knowledge of fraud prevention tools and provide advice on asset and data protection strategies • Facilitate the opening of additional accounts Victoria works with a team of client service professionals who will provide consistent, reliable, and timely service support. Biography Victoria Winston has more than 10 years of experience at J.P. Morgan. She started her career with Consumer/Business Banking Services and is currently a member of our Commercial Bank Service Team. Her knowledge and ability to adapt in an ever-changing banking environment will prove beneficial to your company. Backed by a team of client service professionals,together they will provide professional, value-added service. OTHER STIPULATIONS 1 651 J.P.Morgan Exhibit T" COLLATERAL REQUIREMENTS The institution shall pledge collateral to satisfy the requirements of the Public Funds Collateral Act, Chapter 2257, Government Code, and the City's Investment Policy. 1. COLLATERAL AMOUNT- The maximum ledger balances could exceed$25,000,000 in the aggregate. Historically, the average balances are less than$20,000,000.Applicant must clearly explain any collateral limitations or fees. The City reserves the right to maximize or minimize bank balances regardless of historical patterns. The institution must monitor the collateral adequacy daily and provide additional collateral to secure balances as required. ®Yes, can provide as expected. L7 No. cannot provide as expected. Comment: Please see collateral information provided at the end of this section for further details. There are no additional collateral fees charged by J.P. Morgan. 2. COLLATERAL CUSTODY- The pledged securities shall be held at an independent custodian acceptable to both the City and the institution. Please provide the name of the proposed independent custodian as well as any related fees. Name of Proposed Custodian: Federal Reserve Bank (FRB) ®Yes, can provide as expected. L7 No. cannot provide as expected. Comment: Please see collateral information provided at the end of this section for further details. There are no additional collateral fees charged by J.P. Morgan. 3. LETTERS OF CREDIT OR PLEDGED SECURITIES-How will your institution collateralize the City's deposits: ® Letters of Credit L7 IntraFi Structure(or similar FDIC spreading program) ® Pledged Securities IF Pledging Securities please respond to the following: COLLATERAL REQUIREMENTS 1 66 1 J.P.Morgan Exhibit T" 4. Ledger balance shall determine the total balance level. The institution shall pledge collateral equal to or in excess of the required level on a same day basis. If prior day ending ledger balance is to be used as the basis for calculating the required collateral pledge, in order to minimize any period where the City balances could be under collateralized, the City will require that a fixed pledged amount be maintained as mutually agreed to by the City and the institution. ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: Please see collateral information provided at the end of this section for further details. 5. COLLATERAL SUBSTITUTION- The City prefers that any substitutions of the pledged securities in the total amount pledged shall be made only by and with the proper written authorization of an authorized City signatory. How does your institution handle substitutions? ® Substitutions will only be done with prior written authorization from the City L7 Substitutions will be done without prior written approval, but always for securities of equal or greater quality and with a market value great than or equal to the securities being replaced. The City, at its sole discretion, has the right to request a different security if the substituted security is unacceptable. Comment: Please see collateral information provided at the end of this section for further details. 6. COLLATERAL REDUCTIONS- The City strongly prefers that any reduction of the total amount pledged shall be made only by and with the proper written authorization of an authorized City signatory. How does your institution handle collateral reductions: ® Reductions will only be done with prior written authorization from the City L7 Reductions MAY be done without prior written approval. If the second option is the one your institution uses, will your bank agree to maintain a minimum threshold of collateral that will not be lowered without prior approval from the City? L7Yes, can provide as expected. L7No, cannot provide as expected. Comment: Please see collateral information provided at the end of this section for further details. COLLATERAL REQUIREMENTS 1 67 1 J.P.Morgan Exhibit T" 7. COLLATERAL REPORT- The institution and the custodian shall provide City a monthly pledged securities report or additional reports at any time requested by City. The report must describe the total pledged securities by: Name Type/Description CUSIP Par Value Current Face Value Maturity Date ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: Please see collateral information provided at the end of this section for further details. 8. ONLINE REPORTING-Is daily online access to the City's collateral account available through the third- party custodian? L7Yes, can provide as requested. ®No, cannot provide as requested. Comment: The Federal Reserve Bank (FRB) will provide original safekeeping receipts directly. The Entity must maintain correct instruction with the FRB to ensure delivery of safekeeping receipts. The Bank has no control of the submission of FRB receipts. 9. BOARD RESOLUTION- The Board of Directors or designated committee of the institution will be required to provide a FIRREA compliant resolution. The following is an excerpt of the FIRREA requirement from the FDIC Code: e) AGREEMENTS AGAINST INTERESTS OF CORPORATION.-- (1) IN GENERAL.--No agreement which tends to diminish or defeat the interest of the Corporation in any asset acquired by it under this section or section 11, either as security for a loan or by purchase or as receiver of any insured depository institution, shall be valid against the Corporation unless such agreement-- (A) is in writing, (B) was executed by the depository institution and any person claiming an adverse interest thereunder, including the obligor, contemporaneously with the acquisition of the asset by the depository institution, (C) was approved by the board of directors of the depository institution or its loan committee, which approval shall be reflected in the minutes of said board or committee, and (D) has been, continuously, from the time of its execution,an official record of the depository institution. ®Yes, can provide as expected. L7No, cannot provide as expected. Comment: The J.P. Morgan Board of Directors has passed a resolution which delegates authority from the Board to certain personnel to, among other things, enter into agreements with governmental entities to serve COLLATERAL REQUIREMENTS 1 68 1 J.P.Morgan Exhibit T" as a depository and to pledge collateral to secure that entities' public funds deposits. This resolution can be delivered upon request. National Collateral Management Group JPMorgan Chase Bank, N.A. (the "Bank"), through its National Collateral Management Group ("NCMG"), employs a Bank developed Corporate Collateral Management System ("Coast"), which provides daily monitoring of deposit balances and security value for collateralization purposes. Coast is reviewed each Federal Reserve banking day by dedicated Collateral Managers for compliance with customer collateral requirements. Collateral requirements are based upon the end-of-day ledger balances (except for Louisiana clients, where collected balances are used) in deposit accounts (demand and time deposits) (plus accrued interest if any), less applicable FDIC coverage, plus applicable margin (gross-up), if any. The end-of-day deposit balances are uploaded into Coast the following Federal Reserve banking day morning from the Bank's deposit system. NCMG monitors the market value of collateral pledged to our customers and compares the market value to the collateral requirements. In the event a market value reduction or increase in deposit level creates an under-collateralized position, additional collateral will be pledged promptly. Federal Reserve Bank Third-Party Joint-Custody Security Accounts The Bank currently uses 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 (determined by Federal Reserve rules). The FRB of Boston is the Federal Reserve System's national collateral account administrator. Pledged securities will be held in an FRB collateral account in the name of the Public Entity. In order to establish a Collateral Account, FRB requires a copy of the completed FRB "Pledgee Agreement Form" ("PA") and "Fed Mail Form" from the Public Entity (the Public Entity must agree to the custodial agreement terms set forth in the FRB's Operating Circular 7, Appendix C, as amended from time to time). The FRB will not review or complete any tri-party custodial agreements that Public Entities or banks present for collateral accounts. The FRB will assign a unique, alphanumeric collateral account number to the Public Entity upon the receipt, review and verification of the completed PA and Fed-mail forms. The Public Entity may retain the original forms for their records. If a Public Entity has (or had) an FRB collateral account, the Public Entity can provide NCMG the FRB alphanumeric collateral account number, a listing of authorized signer(s) and verification requirements listed on the existing PA or provide a copy of an existing PA, such that NCMG can pledge into their collateral account. If the Public Entity has a PA greater than two (2)years old, it is recommended that the Public Entity submit a new PA. Until NCMG receives the FRB documents (or information regarding the existing account), NCMG will pledge collateral into a Bank controlled account at the FRB in the name of the Public Entity on Coast. The FRB provides two (2) types of reporting; Joint Custody Daily Activity Statements ("AS") and Monthly Securities Holdings Report ("MSHR"). The AS reports account activity when conducted within the collateral account. The MSHR reports all securities held in the Public Entity's collateral account at month end. Both reports are sent within 24 hours either by email or facsimile. The FRB reports list the original par value of the securities pledged and does not report market value of securities pledged. The FRB COLLATERAL REQUIREMENTS 1 69 1 J.P.Morgan Exhibit T" does not provide on-line access to collateral account nor hold any irrevocable letter of credit issued by a Federal Home Loan Bank. Collateral increases NCMG recommends that customers contact NCMG directly in the event that additional deposits will exceed current collateral levels so that additional collateral can be pledged and put in place at the time the deposits are made. Customers can contact NCMG before 12:00 p.m. CT for a collateral increase to be effective the same day, otherwise NCMG will endeavor to make the collateral increase effective the same day if contacted after such time. Also, the Bank requires a one (1) business day notification of a collateral increase request greater than $50 million. In the event that NCMG has not received timely prior notification of an increase in deposits from a customer, which results in a need of additional collateral, additional collateral will be promptly pledged, unless otherwise advised by the customer. Collateral releases The release of any securities pledged as collateral in the clients' FRB collateral account requires written authorization and verbal confirmation based upon the current FRB standards. NCMG will submit collateral release letter(s)to the client authorized individual(s) for authorization of any collateral reductions. Collateral limits The Bank will collateralize all public deposits collateral requirements as necessary currently and has no established maximum collateral limit. As noted above, the Bank does require a one (1) business day notification of a collateral increase request greater than $50 million. Security valuation The Bank uses an independent, third-party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided from the pricing agent. Types of collateral pledged State law will govern acceptable collateral for public fund deposits, if applicable. Clients may provide further direction as to types of acceptable collateral. The types of collateral pledged are subject to change. Subject to applicable state law and anticipated deposit levels, the Bank may pledge an irrevocable letter of credit issued by a Federal Home Loan Bank and securities in the form of US Treasury (e.g., bills, notes, bonds and TIPS) and Agency (e.g., Fannie Mae, Freddie Mac) securities as collateral to secure public fund deposits. In circumstances where the amount of deposits exceeds the size of the letter of credit the Bank will provide the required collateral using other forms of eligible collateral. Your relationship team or NCMG will be pleased to discuss our approach and provide additional information. COLLATERAL REQUIREMENTS 1 70 1 J.P.Morgan Exhibit T" Reporting In addition to FRB reporting (see "Federal Reserve Bank Third-Party Joint-Custody Security Accounts" above), NCMG provides a monthly collateral report which lists the pledged securities (description, maturity and rate), original par, current par and market value and, if applicable, will list any irrevocable letter of credit issued by a Federal Home Loan Bank. NCMG emails the report by the 5th business day of the following month. Customers may contact NCMG during normal business hours to request a collateral report for any specific business day. Board resolution The Board of Directors of the Bank has passed a resolution which delegates authority from the Board to certain Bank personnel to, among other things, enter into agreements with governmental entities to serve as a depository and to pledge collateral to secure that entities' public funds deposits. This resolution can be delivered upon request. Contact information NCMG can be reached by: Phone: 1-888-333-8340, option 1 (Monday — Friday 8AM —5PM Eastern Time) Email: ncmg@jpmorgan.com US Mail: JPMorgan Chase Bank, N.A. Attn: NCMG OH1-0138 1111 Polaris Parkway Columbus, Ohio 43240-0138 COLLATERAL REQUIREMENTS 171 1 J.P.Morgan Exhibit T" APPLICATION SUBMITTED BY Please see the "Application Submitted By"form provided on the following page. APPLICATION SUBMITTED BY 1721 J.P.Morgan Exhibit T" APPLICATION SUBMITTED BY ❑ This application is being submitted to the City by the following person duly authorized to act on behalf of this applicant. Name of Financial Institution JPMorgan Chase Bank, N.A. FDIC or NCUA Certificate# 628 Address of Financial Institution 712 Main Street, Floor 9, Houston, TX 77002 Telephone# (713)216-0402 Email Address tyrus.r.brailey@jpmorgan.com Officer Name & Title(printed) Tyrus Brailey, Authorized Officer Officer Signature -M:�] Signature indicates respondent accepts the specifications, terms and conditions of this RFA unless otherwise modified or provided in J.P. Morgan's application and that applicant is not delinquent on any payment due the City or involved in any lawsuit against the City. Date: November 15, 2021 Primary Depository Services RFA Page 27 Exhibit T" COMPLETE APPLICATION CHECKLIST (Please provide in the order listed) ® Executive Summary/Coversheet ® One(1) original so marked completed application and three(3) of bound copies. ® Completed RFA in PDF format on USB-flash drive. ® Completed Fee Schedule returned in Excel format on the USB- flash drive. COMMENTS: The referenced documents have been completed and provided as requested. ® PRO-FORMA ACCOUNT ANALYSIS-A pro-forma account analysis statement using your format and service descriptions that reflect your proposed fees based on the volumes provided in this RFA and indicate any capability to provide the information electronically. COMMENTS: Please see Appendix 1 for J.P. Morgan's pricing pro forma. This appendix also includes the City's Completed Fee Schedule. ® SAMPLE COLLATERAL AGREEMENT-As required by Bank/Custodian named in the RFA. COMMENTS: Please Appendix 2 for J.P. Morgan's sample collateral agreement. ® SAMPLE SAFEKEEPING AGREEMENT-As required by Safekeeping Agent. COMMENTS: Please see Appendix 3 for a copy of our current safekeeping agreement with the City. ® SAMPLE SAFEKEEPING REPORT OF CITY-OWNED SECURITIES- Sample safekeeping report of the City owned securities that the City will receive monthly. COMMENTS: Please see Appendix 4 for a sample safekeeping report. ® SECURITIES SAFEKEEPING FEES- Schedule of Securities Safekeeping Fees. COMMENTS: Please see Appendix 1 for J.P. Morgan's pricing pro forma. COMPLETE APPLICATION CHECKLIST 1 74 1 J.P.Morgan Exhibit T" ® REFERENCES—List of at least three(3)comparable references and current Texas public funds clients, with total number of collateralized Texas public fund clients. COMMENTS: City of Austin Contact Name, Title Gail Ray, Financial Manager Address 919 Congress Ave Suite 1250,Austin, TX 78701 Phone (512) 974-7884 Email Gail.Ray@austintexas.gov Length of time services provided 33 years Pflugerville Independent School District Contact Name, Title Dorothy Wright, Treasury/Cash Management Officer Address 1401 W Pecan Street, Pflugerville, TX 78660 Phone (512) 594-0057 Email dorothy.wright@pfisd.net Length of time services provided 20 years Travis County Contact Name, Title Deborah Laudermilk, Chief Investment Officer Address 700 Lavaca St Suite 1560, Austin, TX 78701 Phone (512) 854-9779 Email deborah.laudermilk@traviscountytx.gov Length of time services provided 29 years ® SAMPLE FIRREA COMPLIANT DOCUMENT—A sample copy of the document that clearly shows that the institution's Board or designated committee has accepted the Depository Contract and authorized the pledge of collateral, with a permanent record of this action to be maintained in the minutes of the institution. COMMENTS: The J.P. Morgan Board of Directors has passed a resolution which delegates authority from the Board to certain personnel to, among other things, enter into agreements with governmental entities to serve as a depository and to pledge collateral to secure that entities' public funds deposits. This resolution has been provided in Appendix 5. COMPLETE APPLICATION CHECKLIST 1 75 1 J.P.Morgan Exhibit T" ® COMPLETED AND SIGNED DISCLOSURES-As required and applicable within the RFA. COMMENTS: Please see OTHER STIPULATIONS, Question 7 for details regarding J.P. Morgan's standard documents and standard terms and conditions. ® COMPLETED AND SIGNED APPLICATION SUBMITTED BY FORM-Please include the signed form in the PDF file as well. COMMENTS: Please see the completed and signed "Application Submitted By"form provided in the prior section. ® EXCEPTIONS TO RFA REQUIREMENTS-Please provide a summary of any exceptions your institution has noted regarding the requirements as contained in this RFA. J.P. Morgan has identified the terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms. The proposed changes are indicated by additions in italic, blue, underlined text and deletions by str;ko+ h, rpd . Please see OTHER STIPULATIONS, Question 7 for details regarding J.P. Morgan's standard documents and standard terms and conditions. COMMENTS: APPLICANT'S INITIALS: COMPLETE APPLICATION CHECKLIST 1 76 1 J.P.Morgan _Y1l[i � 1 F� I E �• �.,:i ,��. l ' �4�'l ld l u�111. �l lls��o��f�wlml l n ilr n rm w q [ ,IJ 1! l"1 u E u ii Ea vl99 llr.nq Ir r.I` Y If i ! 1 f,I '11 r r ;71r l I F - + + IF 11+ E fi '1`111 � ' 1 1 .1.... ,.. �.... r I Vi w lil flll!61 y muq IIW IR .. v 3 stlsaam•r III11: II { "IVIllill111111�!;�il{7.... L...L.._.1L......,1_.,,../ 1' $ ...LI 1r ,.uu.�........ r r1 m.aa�r. f nv.s==rr,..,Fferiar nu14u11r it+ t7[Ifll .I i. R f sill I{1{'i]{I{:11111 I......... y., •. .. i .. '.,�+r (•..r1-1111SRAlllhll'llMlpll"Fifx Trr^r P+.......,-rr�+ T.,.4.7�,. .!°4r�1 r1YI11 Pr tiff fl lllll RR.S", T•.••"f rr....,.r.�,,.,.,•._ 1•TrF�...r1ff1111t Fi11 IAIIIIN r7rNVWi C.1RP ��---..�....--+w r+w.-r�*�xarwnn. �'�*�rr+++waa e--• •....... ,•.•. !�wr ew+..ar.�'ra.a.Ma.arn.0 l i''I i[r a l li Y j l 1-I.1.1 G i0rT1�T 11 T rT-'I'r`("I ITrGD ..•.�-• -�v I � o­rlll 3k-E< Our first-hand knowledge and understanding of today's challenges comes from — "' having supported government agencies and authorities with critical activities - ranging from planning and development—to tax processing, utilities, finance, procurement, public safety and disaster relief. Nathaniel Farkas Treasury Management Officer J.P. Morgan r — n i r 1 Exhibit T" Appendices Appendix 1. J.P. Morgan Pricing Pro Forma Appendix 2. Sample Collateral Agreement Appendix 3. Safekeeping Agreement Appendix 4. Sample Safekeeping Report Appendix 5. Signing Authority Resolution J.P.Morgan Exhibit T" Appendix Morgan Pricing • Form Proposal to City of Round Rock Jar.Morgan Primary Depository Services Exhibit T" Pro Forma Analysis November 2021 J P.Morgan Customer: CITY OF ROUND ROCK ECR Rate: 0.2300% Service Analysis* Number of Unit Charge For Service Description AFP Units Price Service ACCOUNT SERVICES 1005-ACCOUNT MAINTENANCE 010000 9 $3.5000 $31.50 1008-ACCT MAINT-INT ADJ BAL 010010 0 $5.0000 $0.00 1010-STATEMENT CYCLES 010307 9 $0.0000 $0.00 1304-ARP PAID ITEM RETURN CREDIT 010101 1 $0.0000 $0.00 1511 -CASH CNTRN BACKVALUE SVCS 010020 4 $0.0000 $0.00 1756-ONLINE AUDIT CONFIRMATIONS 010630 2 $10.0000 $20.00 3499-POST NO CHECKS MAINTENANCE 1500ZZ 4 $0.0000 $0.00 7640-CREDIT POSTED- ELECTRONIC 010101 624 $0.0300 $18.72 7641 -DEBIT POSTED-ELECTRONIC 010100 172 $0.0300 $5.16 7856-CASH CONCENTRATION MAINTMASTER 010020 1 $0.0000 $0.00 7857-CASH CONCENTRATION MAINT SUB 010021 4 $3.5000 $14.00 Subtotal $89.38 AUTOMATED CLEARING HOUSE 2695-ACH MAINTENANCE 250000 3 $0.0000 $0.00 2700-CREDIT ORIGINATED 250101 3,631 $0.0300 $108.93 2705-DEBIT ORIGINATED 250100 2,676 $0.0300 $80.28 2716-CREDIT RECEIVED 250201 532 $0.0300 $15.96 2717-DEBIT RECEIVED 250200 72 $0.0300 $2.16 2720-RETURN ITEM 250302 8 $1.0000 $8.00 2722-NOTIFICATION OF CHANGE 251070 3 $0.6000 $1.80 2732-ELOCKBOX FILE PROCESSING 259925 21 $2.5000 $52.50 2746-JPM ACCESS ACH MAINTENANCE 250000 4 $0.0000 $0.00 2751 -ELOCKBOX RETURN - ELECTRONIC 250302 3 $1.0000 $3.00 2753-DELETION /REVERSAL- ELEC 250620 1 $5.0000 $5.00 2765-ACH BATCH/FILE PROCESSED 250501 19 $3.0000 $57.00 2796-ADDENDA RECORD ORIGINATED 250120 20 $0.0000 $0.00 2809-NOTIF OF CHANGE- EMAIL 251070 3 $0.6000 $1.80 2810-RETURN NOTIFICATION - EMAIL 250400 8 $0.6000 $4.80 2860-TRANSACTION BLOCK MAINTENANCE 251050 9 $0.0000 $0.00 2861 -ACH TRANS BLOCK AUTHORIZED ID 251051 41 $0.5000 $20.50 5489-ELOCKBOX MAINTENANCE 050030 2 $8.0000 $16.00 5490-ELOCKBOX TRANSACTION RECEIVED 050300 3,810 $0.0700 $266.70 5491 -ELOCKBOX TRANSACTION REFORMAT 050311 3,810 $0.0000 $0.00 5493-ELOCKBOX ADDENDA RECEIVED 250220 1 $0.0100 $0.01 8019-ACH ORIGINATED SAME DAY CREDIT 250101 4 $0.5000 $2.00 Subtotal $646.44 BANKING CENTER SERVICES 1306-BRANCH CREDITS POSTED 100000 13 $0.5000 $6.50 1318-BRANCH ORDER -COIN ROLL 100044 113 $0.0700 $7.91 1319-BRANCH ORDER CURRENCY STRAP 10004A 45 $0.3500 $15.75 1332-BRANCH DEPOSIT ADJUSTMENT 100500 2 $0.0000 $0.00 1333-BRANCH ORDER PROCESSED 100040 13 $0.0000 $0.00 7173-NIGHT DROP CASH VERIFICATION 100000 10,208 $0.0000 $0.00 7174-TELLER LINE CASH VERIFICATION 100000 239 $0.0010 $0.24 Subtotal $30.40 Exhibit T" DEPOSITORY SERVICES 501 -CHECK DEPOSITED-ON US 100220 52 $0.1000 $5.20 513-CHECK DEPOSITED-TRANSIT 100224 581 $0.1500 $87.15 519- IMAGE GROUP ONE 100214 1836 $0.0250 $45.90 520-ON-US STANDARD 100210 19 $0.0250 $0.48 524- FILE TRANSMISSION REC.-VPN 100210 44 flat fee $150.00 526- IMAGE GROUP TWO 100214 1234 $0.0250 $30.85 528- IMAGE GROUP TWO-TIER 2 100214 458 $0.0250 $11.45 746-ON US PREMIUM 100210 490 $0.0500 $24.50 757- IMAGE QUALITY SUSPECT ITEMS 999999 5 $0.2500 $1.25 758- NON-CONFORMING IMAGE ITEMS 999999 2 $5.0000 $10.00 759- ICL DEPOSIT EARLY 100200 41 $1.0000 $41.00 1400-CREDITS POSTED 010101 204 $0.0500 $10.20 1435-RETURN ITEM 100400 6 $1.0000 $6.00 1450-RETURN ITEM REDEPOSIT 100402 3 $1.0000 $3.00 1452-RETURN -EMAIL NOTIFICATION 100419 6 $1.0000 $6.00 Subtotal $432.98 DISBURSEMENT SERVICES 1321 -CHECK CASHING NON-ACCT HOLDER 150501 5 $0.0000 $0.00 2205-CONTROLLED DISB ACCT MAINT 150000 1 $0.0000 $0.00 2210-CONTROLLED DISB CHECK POSTED 150110 453 $0.0500 $22.65 2338-STOP PAYMENT AUTOMATIC RENEWAL 150412 21 $2.0000 $42.00 2370-CHECK/DEBIT POSTED 010100 388 $0.0500 $19.40 3470-CHECK PRINT MAINTENANCE 150040 0 $50.0000 $0.00 ** 3471 -TS PRNT OUTSRCING SETUP 151880 0 $0.0000 $0.00 3472-CHECK PRINT ITEM-JPM ACCT 151810 0 $0.3000 $0.00 3475-CHECK PRINTING ADDL PAGE 151830 0 $0.1000 $0.00 3487-CHECK PRINT POSTAGE 151850 0 $0.4229 $0.00 3495- IMAGE STORAGE PER ITEM 151351 840 $0.0100 $8.40 5234-CONTROLLED DISB FUNDING 010112 42 $0.2500 $10.50 6618-CHECK INQUIRY MAINTENANCE 151710 5 $0.0000 $0.00 6620-RECON REPORT/STATEMENT MAINT 200306 5 $0.0000 $0.00 6625-EXCEPTION NOTIFICATION -ACCT 150030 5 $0.0000 $0.00 6639-STOP PAYMENT-ELECTRONIC 150410 9 $2.0000 $18.00 7773-CHECK PRINT FILE UPLOAD 151800 0 $5.0000 $0.00 Subtotal $120.95 INT REC & PAY-COLLECT 6158-REMOTE LOCKBOX CAPTURE MAINT 101300 0 $50.0000 $0.00 6159-REMOTE LOCKBOX CAPTURE ITEM 101320 0 $0.1500 $0.00 6161 -REMOTE LOCKBOX CAPTURE REJECT 050530 0 $1.0000 $0.00 6872-REMOTE LOCKBOX CAPTURE MOBILE 101300 0 $1.0000 $0.00 Subtotal $0.00 INT REC & PAY-RECONCILE 6139-CLOSED LBX IMAGE VIEWING 050005 0 $20.0000 $0.00 6200-REMITTANCE ENTRY-ONLINE 059999 0 $0.0500 $0.00 6810-REMITTANCE ASSOCIATION MAINT 059999 0 $150.0000 $0.00 6858-REMITTANCE AUTO-ASSOCIATION 059999 0 $0.1000 $0.00 6859-REMITTANCE CAPTURED- EMAIL 059999 0 $0.0500 $0.00 Subtotal $0.00 INT REC & PAY-REPORT 6179-RECEIVABLES MAINT-ONLINE 050005 0 $45.0000 $0.00 6185-EXTENDED IMAGE STORAGE 050428 0 $0.0050 $0.00 6187-LONG TERM STORAGE-CHECK 050620 0 $0.0100 $0.00 6188-LONG TERM STORAGE- DOCUMENT 050620 0 $0.0100 $0.00 Exhibit T" 6191 -ALERTS- PER ALERT 011021 0 $0.0000 $0.00 6198-RECEIVABLES MAIN - REPORTS 05031Z 0 $8.0000 $0.00 6280-RECEIVABLES MAINT-RETURNS 100416 0 $30.0000 $0.00 6800-TRANSMISSION MAINT- INBOUND 050400 0 $100.0000 $0.00 6844-RECEIVABLES PRESENTMENT MAINT 409999 0 $8.0000 $0.00 6846-LONG TERM STORAGE- PAYMENT 050620 0 $0.0100 $0.00 6852-TRANSMISSION MAINT- DATA 050400 0 $30.0000 $0.00 6853-TRANSMISSION PER ITEM -DATA 050401 0 $0.0100 $0.00 6854-RECEIVABLES MAINT-DOWNLOADS 050406 0 $5.0000 $0.00 Subtotal $0.00 JPMORGAN ACCESS 6040-MONTHLY SERVICE 400610 1 $0.0000 $0.00 6041 -ACCOUNTS REPORTED 40044Z 9 $10.0000 $90.00 6043-TRANSACTIONS REPORTED-45 DAY 40066Z 1,444 $0.0500 $72.20 6052-CONT DISB CHECKS REPORTED 40066Z 452 $0.0500 $22.60 6053-EXTENDED TRANSACTION DETAIL 40066Z 6,512 $0.0000 $0.00 6076-ACCT TRANSFER ITEM 400699 6 $0.0000 $0.00 S u btota I $184.80 RECEIPTSTREAM/ENH REC SVCS 2629-EDI SUMMARY REPORT JPMACCESS 300524 160 $0.0000 $0.00 2631 -EDI DETAIL REPORT JPMACCESS 300524 212 $1.0000 $212.00 Subtotal $212.00 RECONCILIATION SERVICES 3205-FULL RECONCILEMENT- PER ITEM 200110 836 $0.0200 $16.72 3207-FULL RECONCILEMENT- MAINT 200010 4 $25.0000 $100.00 3209-PARTIAL RECONCILEMENT- MAINT 200020 0 $15.0000 $0.00 3210-PARTIAL RECONCILIATION-PER ITM 200120 0 $0.0200 $0.00 3228-PAYEE NAME VERIFICATION 150122 842 $0.0200 $16.84 3262-POSITIVE PAY MAINTENANCE 150030 5 $0.0000 $0.00 3263-EXCEPTION ITEM 150300 7 $2.0000 $14.00 3271 - ISSUE INPUT FILE WITH RECON 200201 13 $5.0000 $65.00 3272-CHECK EXCEPTION RETURN 150320 1 $20.0000 $20.00 3291 -OUTPUT FILE 200301 9 $15.0000 $135.00 3293-EXCESSIVE ARP REJECTS 200210 3 $1.0000 $3.00 3294-DATA ENTRY- MANUAL 200210 8 $0.0000 $0.00 3384-CD ROM -PER CD 151353 1 $25.0000 $25.00 3385-CD ROM MAINTENANCE 151353 1 $0.0000 $0.00 3386- IMAGE CAPTURE PER ITEM 151351 840 $0.0100 $8.40 Subtotal $403.96 SCANNABLELOCKBOX 6107-SNLB SCANNABLE ITEM 050101 0 $0.2800 $0.00 6108-SNLB OCR DOCUMENT 050122 0 $0.0200 $0.00 6141 -SNLB OCR DOC IMAGE CAPTURE 05011R 0 $0.0200 $0.00 6209-SNLB SORT-MANUAL 050113 0 $0.3000 $0.00 6210-SNLB BALANCING 05011 P 0 $0.1000 $0.00 6255-SNLB CREDIT CARD AUTHORIZATION 05013A 0 $2.0000 $0.00 Subtotal $0.00 VAULT SERVICES 1310-VAULT DEPOSIT 100100 204 $1.1000 $224.40 1459-VAULT DEPOSIT PER $1,000 10011Z 126 $1.5241 $192.04 1471 -VAULT NOTES DEPOSITED 100118 5,568 $0.0000 $0.00 1506-VAULT DEP PARTIAL OR MIXED BAG 100111 8 $3.0000 $24.00 1617-VAULT DEPOSIT ADJUSTMENT 100501 2 $5.0000 $10.00 Exhibit T" 1623-REMOTE CASH CAPTR DEP PER$1 K 100199 0 $1.0000 $0.00 Subtotal $450.44 WHOLESALE LOCKBOX 6101 -LOCKBOX-MAINT 050001 0 $90.0000 $0.00 6106-WHOLESALE ITEM 050100 0 $0.3500 $0.00 6114-UNPROCESSABLE ITEM 050530 0 $0.4000 $0.00 6115-NO CHECK ITEM 05011 M 0 $0.5000 $0.00 6116-CHECK CLEARING 10021Z 0 $0.0700 $0.00 6117- INCOMING COURIER PACKAGE 05011 P 0 $10.0000 $0.00 6126-CHECK MICR CAPTURE 050121 0 $0.0100 $0.00 6127-DATA CAPTURE 050126 0 $0.0100 $0.00 6135-PAPER DELIVERY PREP 05011 L 0 $0.3000 $0.00 6140-DOCUMENT IMAGE CAPTURE 05011 R 0 $0.0900 $0.00 ** 6154-ADDITIONAL PROGRAMMING 050137 0 $0.0000 $0.00 6245-DEPOSIT PREPARATION 050301 0 $1.0000 $0.00 6805-ONLINE DECISION MGR MAINT 050006 0 $50.0000 $0.00 Subtotal $0.00 WIRE -U.S. 5445-FW SURCHARGE POST 5PM RECEIPT 350599 1 $0.2600 $0.26 5446-FW SURCHARGE$10 MILLION+ D/C 350599 3 $0.1400 $0.42 5822-ELECTRONIC BOOK DEBIT S/T 350124 3 $1.0000 $3.00 5824-ELECTRONIC FED DEBIT S/T 350100 14 $2.0000 $28.00 5883-FED TRANSFER FEE 350599 23 $0.0000 $0.00 5886-BOOK CREDIT 350320 1 $1.0000 $1.00 5887-FED CREDIT S/T 350300 9 $2.0000 $18.00 5979-ESERVE INQUIRY CONFIRMATIONS 350560 0 $0.0000 $0.00 6408-ADVICE-NOT CHARGE 999999 26 $0.0000 $0.00 6409-TRANSFER- NO CHARGE 359999 1 $0.0000 $0.00 Subtotal $50.68 Total Charge for Services $2,622.02 Pro forma Notes, Assumptions & Disclaimers *Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. ** Denotes Service is a one-time charge and will not appear on customer statement on a monthly basis. Securities Safekeeping Fees There is a$400.00 monthly cost to the City for Safekeeping Services. These fees can be billed through analysis. Rates and Incentives* Prepared for the City of Round Rock LJT .P. Moro an Document Date:November 2021 Item Description Incentives: J.P.Morgan is offering City of Round Rock eight(8)months of account analysis fees(amount not to exceed$40,000).In addition,we will provide up to two(2)remote deposit scanners(total estimated retail value of$1,000)and$500 on expense allowance for checks,deposit slips,and other banking supplies. Earnings Credit Rate J.P.Morgan is offering City of Round Rock our Managed Earnings Credit Rate(ECR)of 0.23%on balances required to offset fees,assuming the retention of a Federal Home Loan Bank Letter of Credit for collateralized deposits. Interest Bearing Checking Accounts J.P.Morgan is offering the City 0.18%gross for interest-bearing accounts,assuming the retention of a Federal Home Loan Bank Letter of Credit for collateralized deposits. Balance Based Charges(BBC) Balance Based Charges are a monthly administrative fee assessed to address various regulatory and other charges affecting J.P.Morgan. The fee is set by J.P. Morgan at its sole discretion and is subject to periodic review and adjustment.J.P.Morgan's Balanced Based Charges rate has been 0.13%since January 2010. Rates and Calculations: Earnings Credit Calculation Average Investable Balance x ECR x Actual Days in Cycle/Actual Days in Year=Earnings Credit Allowance Overdraft(OD)Fee J.P.Morgan Prime+3% OD Fee Calculation Average Negative Collected Balance x OD Rate x Actual Days in Cycle/Days in Year VP.Morgan's pricing is based on balances and services as outlined in the City of Round Rock RFP.Please note that while every attempt is made to identify each applicable service code,depending on the services the City selects,additional service price codes could apply. Exhibit T" Fee Schedule for the City of Round Rock, Texas Bank: JPMorgan Based on August 2021 Transaction Volumes AFP UNIT SERVICE SERVICE PRODUCT LINE AND DESCRIPTION VOLUME PRICE CHARGE (S) CODE (S) 230 BALANCE BASED CHARGES 19,965,255 13 bps 7204 ACCOUNT SERVICES 010000 ACCOUNT MAINTENANCE 7 3.5000 25 010020 CASH CONCENTRATION 1 0.0000 0 010021 CASH CONCENTRATION MAINT SUB 4 3.5000 14 010100 DEBIT POSTED-ELECTRONIC 185 0.0300 6 010101 CREDIT POSTED-ELECTRONIC 668 0.0300 20 010307 STATEMENT CYCLES 7 0.0000 0 150OZZ POST NO CHECKS MAINTENANCE 3 0.0000 0 BANKING CENTER SERVICES 100000 BRANCH CREDITS POSTED 27 0.5000 14 100000 NIGHT DROP CASH VERIFICATION 9,171 0.0000 0 10004A BRANCH ORDER CURRENCY STRAP 37 0.3500 13 100040 BRANCH ORDER PROCESSED 12 0.0000 0 100044 BRANCH ORDER-COIN ROLL 101 0.0700 7 100500 BRANCH DEPOSIT ADJUSTMENT 1 0.0000 0 VAULT SERVICES 100100 VAULT DEPOSIT 249 1.1000 274 10011Z VAULT DEPOSIT 159,000 0.0015 242 100111 VAULT DEP PARTIAL OR MIXED BAG 20 3.0000 60 DEPOSITORY SERVICES 010101 CREDITS POSTED 249 0.0500 12 100200 ICL DEPOSIT EARLY 47 1.0000 47 100210 ON-US STANDARD 23 0.0250 1 100210 FILE TRANSMISSION REC.-VPN 47 flat fee 150 100210 ON US PREMIUM 570 0.0500 29 100214 IMAGE GROUP ONE 1,308 0.0250 33 100214 IMAGE GROUP TWO 2,352 0.0250 59 100214 IMAGE GROUP TWO -TIER 2 447 0.0250 11 100220 CHECK DEPOSITED-ON US 49 0.1000 5 100224 CHECK DEPOSITED-TRANSIT 535 0.1500 80 100400 RETURN ITEM 6 1.0000 6 100402 RETURN ITEM REDEPOSIT 4 1.0000 4 100419 RETURN-EMAIL NOTIFICATION 6 1.0000 6 999999 IMAGE QUALITY SUSPECT ITEMS 2 0.2500 1 DISBURSEMENT SERVICES 010100 CHECK/DEBIT POSTED 326 0.0500 16 010112 CONTROLLED DISB FUNDING 44 0.2500 11 150000 CONTROLLED DISB ACCT MAINT 1 0.0000 0 150030 EXCEPTION NOTIFICATION-ACCT 4 0.0000 0 Exhibit T" 150110 CONTROLLED DISB CHECK POSTED 494 0.0500 25 150410 STOP PAYMENT -ELECTRONIC 2 2.0000 4 150412 STOP PAYMENT AUTOMATIC 13 2.0000 26 151351 IMAGE STORAGE PER ITEM 820 0.0100 8 151710 CHECK INQUIRY MAINTENANCE 4 0.0000 0 RECONCILIATION SERVICES 150030 POSITIVE PAY MAINTENANCE 4 0.0000 0 150122 PAYEE NAME VERIFICATION 820 0.0200 16 151351 IMAGE CAPTURE PER ITEM 820 0.0100 8 POS PAY EXCEPTIONS REPORTED 4 2.0000 8 POS PAY EXCEPTIONS RETURNED 1 2.0000 2 151353 CD ROM-PER CD 1 25.0000 25 151353 CD ROM MAINTENANCE 1 0.0000 0 200010 FULL RECONCILEMENT -MAINT 4 25.0000 100 200110 FULL RECONCILEMENT -PER ITEM 820 0.0200 16 200201 ISSUE INPUT FILE WITH RECON 11 5.0000 55 200301 OUTPUT FILE 6 15.0000 90 WIRES 350100 ELECTRONIC FED DEBIT S/T 11 2.0000 22 350124 ELECTRONIC BOOK DEBIT S/T 1 1.0000 1 350300 FED CREDIT S/T 7 2.0000 14 350599 FED TRANSFER FEE 18 0.0000 0 E-LOCKBOX 050030 ELOCKBOX MAINTENANCE 2 8.0000 16 050300 ELOCKBOX TRANSACTION RECEIVED 3,648 0.0700 255 259925 ELOCKBOX FILE PROCESSING 22 2.5000 55 AUTOMATED CLEARING HOUSE 250000 ACH MAINTENANCE 3 0.0000 0 250000 ACCESS ACH MAINTENANCE 4 0.0000 0 250501 ACH BATCH/FILE PROCESSED 15 3.0000 45 250100 DEBIT ORIGINATED 2,574 0.0300 77 250101 CREDIT ORIGINATED 3,619 0.0300 109 250120 ADDENDA RECORD ORIGINATED 20 0.0000 0 ACH DELETE-ITEM 1 5.0000 5 ACH NOC PER ITEM 1 0.6000 1 250200 DEBIT RECEIVED 91 0.0300 3 250201 CREDIT RECEIVED 574 0.0300 17 250302 RETURN ITEM 7 1.0000 7 250400 RETURN NOTIFICATION-EMAIL 7 0.6000 4 ACH POSITIVE PAY/FRAUD FILTER 251050 TRANSACTION BLOCK 7 0.0000 0 251051 ACH TRANS BLOCK AUTHORIZED ID 42 0.5000 21 RECEIPTSTREAM/ENH REC SVCS 300524 EDI SUMMARY REPORT 172 0.0000 0 300524 EDI DETAIL REPORT 232 1.0000 232 Exhibit T" ONLINE REPORTING 400610 MONTHLY SERVICE 1 0.0000 0 40044Z ACCOUNTS REPORTED-PREV DAY 9 10.0000 90 40066Z TRANSACTIONS REPORTED-45 DAY 1,563 0.0500 78 40066Z CONT DISB CHECKS REPORTED 474 0.0500 24 40066Z EXTENDED TRANSACTION DETAIL 7,037 0.0000 0 400699 ACCT TRANSFER ITEM 4 0.0000 0 000300 TOTAL CHARGE FOR SERVICES 4,808 Exhibit T" Appendix • CollateralAgreement Proposal to City of Round Rock Jar.Morgan Primary Depository Services Exhibit "F" PLEDGE AND SECURITY AGREEMENT TO V1.0_12_14_15 COLLATERALIZE PUBLIC FUND DEPOSITS THIS PLEDGE AND SECURITY AGREEMENT ("Agreement") is entered into as of 20_, by and between (the "Customer"),and JPMorgan Chase Bank,N.A.(the"Bank"). RECITALS A. The Customer has designated the Bank as depository for certain of its funds and from time to time the Customer may make deposits of public funds with the Bank,and the Bank has agreed to act as the depository of those public funds;and B. Although such deposits are generally eligible for Federal Deposit Insurance Corporation("FDIC")insurance coverage,such coverage is limited to a maximum deposit insurance amount as described in applicable law;and C. In consideration of and to secure the deposits made by the Customer with the Bank,the Customer and the Bank desire to enter this Agreement granting the Customer a security interest in certain Collateral (hereinafter defined) to secure the deposited public funds in accordance with applicable law. NOW,THEREFORE,in consideration of the mutual agreements set forth hereafter and for other good and valuable consideration,the parties agree as follows: 1. PUBLIC FUNDS. The deposits subject to this Agreement, hereinafter referred to as "Public Funds", are the deposited public funds of the Customer held in accounts at the Bank, inclusive of accrued interest. 2. GRANT OF SECURITY INTEREST. To secure the Public Funds, the Bank hereby grants to the Customer a security interest in, and assigns and pledges to the Customer certain collateral of the type permitted under applicable law(including,without limitation,securities and letters of credit)hereinafter referred to as the"Collateral",inclusive of instruments in substitution for or in addition to any or all of the then existing Collateral. 3. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank as a book entry item for the benefit of the Customer,and the Customer consents to the use of such custodian, hereinafter referred to as the"Custodian".The Customer shall provide such documents or other information as the Custodian may reasonably require to establish an account. Until such documentation is received the Bank shall pledge Collateral to its account at the Custodian in the name of the Customer as shown on Bank's books and records. If a letter of credit is included in the Collateral,the Customer or its agent shall be named as the beneficiary thereof,and acceptance and approval by the Customer of such letter of credit shall be evidenced by the beneficiary's receipt of the letter of credit. 4. BANK REPRESENTATIONS AND WARRANTIES. The Bank further represents and warrants,as follows: a) The Bank is a national banking association organized under the laws of the United States and has full power and authority to enter into this Agreement. b) The Collateral is free and clear of all liens and claims, pledged pursuant to this Agreement, and, except to the extent that the Collateral is comprised of letters of credit,the Bank is the legal owner of the Collateral. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement,shall be in an amount not less than the amount described in applicable law, and if no amount is described will be in an amount not less than the Public Funds which exceed the sum of FDIC and any other such applicable insurance coverage (the "Collateral Ratio"). The Bank utilizes an independent,third-party pricing information service in order to provide market values hereunder.The market value of the letter of credit shall be deemed to equal the undrawn balance of the face amount thereof.The Customer shall notify Bank in advance of anticipated and significant increases in, or withdrawals or payments from, the Customer's deposits, at which time Bank will pledge additional Collateral or seek the release of excess Collateral, as applicable. The Bank will monitor the market value of pledged Collateral on business days and pledge and deliver Collateral as needed to maintain the Collateral Ratio or as otherwise instructed or agreed to by the parties. d) If the aggregate market value of pledged Collateral exceeds the Collateral Ratio,the Bank may withdraw such excess Collateral provided that following the withdrawal of any such excess Collateral the remaining Collateral would equal or exceed the Collateral Ratio. In addition,the Bank may substitute Collateral for such Collateral previously provided pursuant to this Agreement; provided, however, that the aggregate market value of all pledged Collateral hereunder following such substitution shall equal or exceed the Collateral Ratio.The Customer agrees, if needed,to promptly furnish the Custodian with any needed withdrawal approval. e) The Bank shall be entitled to income and other payments on the pledged Collateral held by the Custodian, and the Custodian may provide such income and other payments as directed by the Bank,provided an event of default under this Agreement does not exist. f) The Bank shall furnish to the Customer or its agent a collateral statement which lists the pledged Collateral and market value thereof,with such frequency as described in applicable law,or monthly, if not otherwise provided by law. g) The Bank's 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,the District of Columbia, possessions and territories of the United States and Indian Tribes or agencies thereof having official custody of tribal funds("Public Units")providing for the deposit of public funds with the Bank Page 1 of 4 Exhibit T" and the pledge of collateral by the Bank to the Public Units or their agents and further authorizing and approving the Bank's execution and delivery of all related contracts between the Public Units or their agents and the Bank, including without limitation, assignments, pledge agreements and security agreements. Such resolution is reflected in the minutes of the Bank's Board of Directors. h) 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. For clause a) only, an event of default will occur ten (10) business days after the Customer has provided the Bank with a notice generally describing said default. a) The Bank shall,without cause, refuse to pay to the Customer the Public Funds when due. b) The Bank has been closed,seized or declared insolvent by a federal regulator having jurisdiction over the Bank. c) The Bank has had a receiver,conservator or other such official appointed to conduct the affairs of the Bank. 6. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. In the event of a Bank default,in addition to all the rights and remedies provided in Article 9 of the Uniform Commercial Code and any other applicable law pursuant to which the Customer is a secured party, the Public Funds shall become due and payable and the Customer or its agent will have the right to: (a)in the case of Collateral that are securities,demand delivery of the Collateral and liquidate same,or 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 a right to purchase the Collateral at public or private sale;or(b)in the case of Collateral consisting of a letter of credit,draw upon such letter of credit in the amount necessary to cover the Public Funds.The Customer shall apply the proceeds of the sale of Collateral,net of its reasonable costs and expenses incurred in such sale,and the amount paid on the letter of credit,if any,to the Public Funds in a corresponding amount. If applicable,the Customer or its agent shall remit to Bank, its receiver or conservator the remainder,if any,of such sale proceeds or Collateral remaining unsold or unused.Should the Customer obtain Collateral or, in the case of a letter of credit,draw upon such letter of credit, when the Bank is not in default as described in Section 5, the Bank may exercise any rights available to it under law and following such sale of Collateral or draw upon the letter of credit and payment thereon by the issuer, the Public Funds may be correspondingly reduced by the amount of the sales proceeds less the value of returned Collateral, if any,or, in the case of letter of credit draws,the amount paid under the letter of credit. 7. CUSTOMER REPRESENTATIONS AND WARRANTIES. The Customer further represents and warrants, which representations and warranties shall be deemed to be continuing,as follows: a) The Customer has full power and authority to enter into this Agreement. b) This Agreement has been legally and validly entered into,does not and will not violate any law or regulation applicable to it,and is enforceable against the Customer in accordance with its terms. c) The Bank has been designated a depository for the Customer's funds in the manner required by applicable law. d) The Customer will comply with the applicable account agreements it may have with the Bank which govern the Public Funds. e) The Customer or its agent shall promptly respond to requests by the Bank to release Collateral, up to the amount that the aggregate market value thereof exceeds the Collateral Ratio(the"Release Amount"). If the Customer fails to provide Bank or Custodian its written consent to release of the Collateral in the Release Amount within ten (10) business days after Bank's request, Bank will have the right to charge the Customer an excess collateral fee at a rate determined by the Bank at the time the Bank requested the release, based on all unreleased Collateral covered by the Release Amount. f) All acts, conditions, and things required to exist, happen or to be performed on its part precedent to and in the execution and delivery of the Agreement exist or have happened or have been performed. 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 ,without regard to its conflicts of laws principles.The Customer and Bank consent to jurisdiction of a state or federal court located in such state in connection with a dispute arising hereunder. 9. TERMINATION OF THE AGREEMENT. This Agreement shall continue in full force and effect for as long as the Bank holds the Customer's Public Funds that are required to be collateralized under applicable law. Notwithstanding the foregoing,the Customer or the Bank may terminate this Agreement by giving at least thirty(30)days written notice of termination to the other party. Such notice shall not affect or terminate the Customer's security interest in the Collateral, or entitlement to draw upon any unexpired letter of credits that comprise the Collateral and the rights and liabilities of the parties under this Agreement shall survive any termination of the Agreement until all Public Funds have been satisfied in full and Collateral returned. Page 2 of 4 Exhibit T" 10. MISCELLANEOUS. a) All notices and other communications shall be sent to the: CUSTOMER: Name: Address: City/State: Attn: BANK: Name: JPMorgan Chase Bank, N.A. Address: City/State: Attn: Government Banking With a copy to: Name: JPMorgan Chase Bank, N.A. Address: 1111 Polaris Parkway, Mail Code:OHI-0138 City/State: Columbus, Ohio 43240 Attn: National Collateral Management Group or such other address as shall be designated by a party to the other party. b) This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall inure to the benefit of the Customer and the Bank and their respective permitted successors and assigns,subject to any limitations upon assignability contained within letters of credit that may comprise the Collateral. No portion of this Agreement may be assigned without the express written consent of the other party. c) The Public Funds are subject to the applicable account agreements in effect from time to time. d) It is the express purpose of this Agreement to comply with the provisions of applicable law, including 12 USC 1823(e). e) This Agreement may be executed in one or more counterparts,each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. f) In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affect other provisions of this Agreement, which shall be given effect without the conflicting provision. To this end the provisions of this Agreement are declared to be severable. [Signature page follows] Page 3 of 4 Exhibit T" IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: By: Name: Title: BANK: JPMorgan Chase Bank, N.A. By: Name: Title: Page 4 of 4 Exhibit T" Appendix • • Agreement Proposal to City of Round Rock Jar.Morgan Primary Depository Services Exhibit "F" EXHIBIT 1 `YSf '`" 4' - Exhibit T" JTMorgcan TABLE OF CONTENTS Domestic Custody 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 a 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 Unctear 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.Z Overdrafts 12 4.3 J.P. Morgan's Bight 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 Exhibit T" � U���^^ `/,�.���v�u `~aux Zn 7A Standard of Care: Liability 14 7.2 Force Majoure 15 7.3 1P. Morgan May Consult With Counsel 15 7.4 J.P.Morgan Provides Dwe,sc Financial Services and May Generate Profits as n Result 16 7.5 *esets Held DutsideJ.p. Morgan's Control 16 7.6 *ndiLawSowicc` 16 8. Taxation....................................--- ............. ............................16 8.1 Tax Obligations 16 9. Termination .—_—.----._.—.—.._ ..................... 9,1 Term and Temina,`on 1/ 92 Exit Procedure 0 10. Miscellaneous ..—.-.....--..—.--'-''............'-.............. 18 10.1 Notifications 18 102 Successors and Assigns 18 �� ---------- --�l]------����4«,e�mpnt--------------'-'--------- ------------------�r- - - --- 10.4 Insurance 10 10.5 Security Mn[dingDivWsme 19 10.6 USA PATRIOT Act DiscLosuro 19 187 Governing Law and Jurisdiction 19 10�8 Senxab1Vty; \vamrr� and Survival 70 10.9 Confidentiality 20 10.10 Counterparts 28 1011 woThird Party Beneficiaries 20 SCHEDULE Form ofBoard Resolution ZZ ANNEX xElectronic Access %] Exhibit T" J.I?Mor(yan Domestic Custody Agreement This Agreement, dated - AP"L`L _..__. 20_'.`, is between JPMORGAN CHASE 6ANK, NATIONAL ASSOCIATION ("J.P. Morgan"), with a Place of business at 1111 Polaris Parkway, Suite 3J,Columbus, OH 43240; and (the "Customer")with a place of business at [�-�a l *..�nc r. R., I . 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 wilt be responsible for the performance of only those duties set forth in this Agreernerlt. (b) The Customer acknowtedges that J.P.Morgan is not providing any legal, tax cr investment Advice in providing the services under this Agreement. (c) 1't 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 settEernent services wilt be lirnited 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 se€-vices which are specified in this Agreement. Other services are subject to separate terms and conditions, which J.P. Morgan wilt make avaitabte 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 taw 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 at€ows the provision of instructions. Such persons wilt continue to be Authorized Persons untit 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. Exhibit T" J. .M o rcyan "Cash Account" has the meaning set forth in Section 2.1(a)(ii). "Confidential Information"means and includes all nan-pubtic information concerning the Customer or the Accounts which J.P. Morgan receives in the course of providing services under this Aarcement. Nevertheless, the term Confidential information shall not include information which is or becomes available to the general pub0c 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 frorn 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 F=inancial 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" ineans 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 tl7e asset itself or to the means by which a persnn°s claire 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 incorne),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 sarne that are commonly traded or dealt in on securities exchanges or financiat 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 tirne to time. Exhibit T" "Securities Intermediary" means J.P.Morgan,a Securities Depository and any other- financial therfinancial institution which in the ordinary course of business maintains Securities custody accounts for othe=rs 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 Revel 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 narrae 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 subsections in which they appear. (d) Unless the context requires otherrvise, references in this Agreement to "persons"shall include legal as well as natural entities; references importing the singular shalt include the plural (and vice versa); use of the generic masculine pronoun shalt include the feminine, use of the term "including"shall be deemed to mean "including but not lirnited 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. z. What J.P. Morgan is Required to do 2.1 Set Up Accounts (a) J.P. Morgan will establish and maintain the following accounts ("ACColrnts`): (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 [if) 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 shalt 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, Exhibit T" 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 Customer's constitutional documents as currently in force; (ii) evidence reasonably satisfactory to J.P. Morvan of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the CL5tomer's board of directors or equivalent governing body, substantiatly 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 subsections (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 heid 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 timety 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 Financiat Assets as are customarity held in bearer form or are delivered to J.P.Morgan in bearer form; {J) to hold Securities in or deposit Securities with any Securities Depository; Exhibit T" JTMorgan (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 IN) 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 tnstructions 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 wit[not of itself constitute negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any such action wilt 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 wilt 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 wilt 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 a5 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, wit[ be credited only after actual receipt and reconciliation by i.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 obtiged to file any format notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. Exhibit T" JTMorgan 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 at[ 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 manger-J.P_-Mor-garr 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 informador7 (or summaries that reflect the material points concerning the applicable Corporate Action)to the Customer or its Authorized Person. ('b)J.P. Morgan witl 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 Linder 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 sett€ed 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. Exhibit T" JTMorlcran tn 2.11 Proxies tai J.P. Morgan avail monitor information distributed to holders of Firzancia[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 Ins€rue€ions in rotation 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 duty completed enrolment form as weft as additionat 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 br-made but they wilt 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 Vesting Servfce may be precluded or restricted under a variety of circumstances. These circumstances include, but are riot 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. Dorgan 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 wilt 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 online over the Internet and are deemed delivered when sent e(ectronicalty 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 tp the Customer,as the case(nay be. (b) The Customer acknowledges that information available to it electronicalty with respect to transactions posted after the close of the prior business day may not be accurate due to rnis-postings, delays ill updating Account records, and other causes. J.P. Morgan wilt not be liable for any loss or damage arising out of any such information accessed etectronicalty that is subsequently updated or corrected by the close of business on the first business day after the originat transaction was posted. Exhibit T" 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 ressonabte 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.Morvan 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. nsi"rue -twins ---__ ------- 3.1 ----- 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 Indernnitees 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 wilt use automated and electronic methods of sending Instructions. (c) J.P. Morgan shalt 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 tristruction white 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 shalt ensure that any Codes, passwords or similar devices are reasonably safeguarded. (b) Either party may record any of their telephone communications. Exhibit T" JYMorgan 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 shaft 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 IrtStructinns, 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 des sea 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 sit,or otherwise shall 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 flay 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 will 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 )ovum fide dispute. J.P. Morgan may deduct amounts invoiced from the Cash Account Cxcept to the extent Chat the Customer, has objected to the invoice within thirty (30)days of the date of the invoice for 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 arnounts 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)ad;,ance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the trans,cation 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 Exhibit T" J 'Morgan similar overdrafts available from time to time. No prior action or course of[sealing ori 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 Cu.stomef dues not have sufficient available funds in the Account. The Customer shall be deemed to be m default with respect to any such advance upon the occurrence of any event of the type specified in section 355(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 undo r 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 alien on the Financial Assets which are the subject of such purchase or sale, unfit J.P. Morgan or the Affiliate has been repaid the amount of such Credit Liability by the Customer and J.R.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 shalt be entitled without notice to the Customer, to withhold delivery ......... --.-of-such-Firranciat ftssets;-sell or otherwise realize 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. Morvan branch or office or with any Affiliate of J.P. Morgan. For this purpose, J.P. Morgan shalt 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 toss 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 riot be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. Exhibit T" b. 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 ail necessary authorizations and consents, to deposit and control the Financial Assets and Gash 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 43; (ii) assuming execution and delivery or 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 wilt 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 tosses, 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 Agreernt-,nt 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 Liabte 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 wilt 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 principat in respect ❑f 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 wilt use reasonabte care in performing its obligations under this Agreement, J.P.Margan will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable Care. Exhibit T" JYMorgan (b) J.P_Morgan will be liable for the Customer's direct damages to the extent they sesu!t from J.P. Morgan's fraud, negligence or wit tfuI misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circa nstances witt J.P, Morgan be liable for any indirect, incidental, consequential or special damages (inctuding, 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 rote 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 1nStfUCtionS 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 (iii) advise the Custornor or an Authorized Person regarding any default in the payment of principat or income of any Security other than as provided in Section Z,7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broken, agent or other party to which J.P. Morgan is instructed to deliver Financial Assets or cash_ 7_Z 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, inabiEity 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 Exhibit T" 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 materiat 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 intr.rest, 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 ether customers, fact as financial adviser to the issuer of such Financiat Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financiat 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 ire 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 Contro[ 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* JR Morgan's control, 7.6 Ancillary Services J.F. 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 annuat 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 tevies required by any revenue or governmentat authority for whatever reason in respect of the Cu5torner's Accounts. (b) The Customer will provide to J.P.Morgan such certifications, declarations, docurnentatron, 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 Exhibit T" J ' o gan or correcting. J.P.Morgan provides no service of controlllog 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 farm: (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 shalt 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 CLastomer will be responsible in all events for the timely payment of atl taxes rotating 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 _—_._....rHitl,holding-tox—orsepar_tiag.ioterest,..dw.d .nd ar.other,_in.ctaule.R iti_or_cred.ited_tt7.._ ... ----- the Cash Account. 9. Termination 9.1 Term and Termination (a) The initial term of this Agreement shalt 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 native to the Customer. (b) Notwithstanding Section 9.1(a): (0 Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this A?retinent 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 imm�:diatety on written notice: to the other party upon the other pai ty being declared bankrupt, entering into a composition with creditors,obtaining a suspension of payment, being put under court controtled 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.] Exhibit T" J.T'Morcrc n 9.2 Exit Procedure The Customer will provide J.P. Morgan full details of the persons to whorn J.P. Morgan roust 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 detaits 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 terrnination, 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 wilt in any event to entitled to deduct any amounts owing to it prior to delivery of tine Financial Assets and cash (and, accordingly, J.P.Morgan will he entitled to sell Financial Assets and apply the sate 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 wilt 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 (UPSy, etc., courier services or hand delivery to the address of the respective parties as sot out on the first page of this Agreement, unless notice of a new address is given to the other party m 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 sate or 5,110 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 Custorner 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, Exhibit T" JT Mo gan 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-Z 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 on 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 ("IDSA 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 financr l 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 taws, except that the foregoing shalt 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 tacks 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 We and exclusive jurisdiction. tither of these courts will have the prover 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 Asrrlf or its assets, immunity frorn suit, execution, attachment (before or after judgment) or other legal process, the Customer acknowledges that such immunity wit[not apply with respect to claims arising out of the breach of this Agreement. Exhibit T" 10.8 Severability; Waiver; acid Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particu€ar circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of they 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 shalt survive its termination. 10.4 Confidentiality (a) Subject to Section 14.9(b), J.P.Morgan will hotd all Confidentiat Information in confidence and wilt 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.Morvan to disclose Confidential Information to: (i) any subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, is5uer, 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 wilt 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 shalt have no right to enforce any term of this Agreement. Exhibit T" Ipmorgan JPMORGAN CHASE BANK, N.A. By� Nam: A'an [lame: Lar--:e!! camu's Title: Title-. Sr- 'V'ce te: z Ap I once: 4 1 .................................................................... .......... ................. .................... Exhibit T" JPMorgan 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 sote discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension or 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 shalt be subject to the Security Procedures, 2. In consideration of the fees paid by the CustoFrier 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-transferabte, limited and revocable license to use the Products and the information and data rnade available through the Products(the"Data") for the Customer's internal business use only.The Customer may download the. Data and print out hard pie fer4its referrer 2; prvuadc i•that it-doees-+zest remeye-any{Dpyf ht 4ar-at44er-aGtiee5 __ __...... 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. The Customer acknowledges that there are security, corruption, transaction error and access avaitability 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. Alt 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 rnajeure 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. Mot-gar's web site in the absence of J,P. Morgan's gross negtigence or willful misconduct. �. 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 tong 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. f?. The Customer shall not knowingly use the Products to transmit (i)any virus, Exhibit T" JT N' f?rc ct it worm, or,destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the P(odLicts or servers connected to the Products; 00 materiat that violates the rights of another, including but not limited to the intellectual property rights of another; and (iiia "junk mail", "spam" "chain letters"or unsolicited mass distribution of e- mail. T The Customer shall promptly and accurately designate in writing to J.F.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, inr_luding 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 individuat 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. 9. The Customer gilt be subject to and shad comply with all applicable laws, rotes and regulations concerning restricting collection, use, disclosure, processing,and free movement of the Data (cottectiv,aly, the "Privacy Regulations"). The Privacy Regulations may include, as applicable, the Federal "Pnvacy 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. 56801,et seq.), the Health and Insurance Portability and Accountability Act of 1995 (42 U.S.C. 91320d),The Data Protection Act 1998 and Directive 95146/EC of the European Parliament and of the Council of 24 October 1945 on the protection of individuals with regard to processing of personal data and the free movement of such data_ 1f. The Customer shalt be responsible for the compliance of its Authorized Persons with the terms of the Agreement, inctuding this Annex. Exhibit T" JTMorgan Dear Client At J P. Morgan Worldwide Securities Services (VVSS), 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. l 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. Onty clients with valid user IDs and passwords are granted access to WSS systems. In order to communicate electronically with. WSS to effect transactions, authorized users will be issued a security token to be used in conjunction with an appropriate user identification code and password. Clients requiring an additional level 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 well be verified and authenticated automatically. Security Adminis tratorl s) By submitting a completed Security Adntnstrator Designation Form, you can designate one or more secunty administrators who will be responsible for: Retrieving user IDs and initial passwords for new JPMorgan ACCESS users, Resecting and unlocking passwords, deactivating and activating users. Assigning security tokens andlor temporary tokens to relevant users and Receiving materials and other correspondence 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 reviewlconflirm with WSS that such authorized user does not have an inappropriate level ct 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 aute)orized user by obtaining prior authorization from two other security administrators Exhibit T" J P Mor an Passwords and Tokens A security administrator is responsible for generating user passwords and obtaining tokens for each authorized user. Some authorized users vein also have a specific token associated with a specific user 1D. 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 V11SS. ll. 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 tion received using manual means will need to be verified and authenticated in accordance v ith the -process for manual-ins#ructions _ __....... 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 caltbacks 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 is used for all faxed and written instructions that result in cash or securities being moved to ar from an account, with at least 1 (one) authorized signature on the instruction. For recelpt 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. -- WSS may call authorized individualsz at the client or their authorized agent (including an investment manager) to verifylconfirm 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 CYirr,rr,nur,'rl,t+'_ ... ..urri;,r,ars srrra,rhkrs rn:w�elf crircrqerr,-�.srrch%,Pestdenaaal ev tnal:tlr cell nrrrrrhers nfamlrnrt--ed rnclmri'sr.r/s Iecr�lnxueS rrr rr ,etre- r+Idea'rhatr ,mm6crs$,-nr Fro:J&d rF, IVV rrr arhmree gr srrctr',a,Jf dw to en„hie requr"l rnrdh•ntpr:ctrnn prr�tirhrr,� •. - .:.-[� 'Thr urCtrrrdu:, .:env r.,,PCef :t u,n<r<ns rR v dun aide t,r a:jr rine omicw of rlry mza ry ar,,,m.vrurlrdrrg;.hendicrrrn Ince..-rmr ,-J11?'-""d Mew",r a.:: -Me eur:I n7rnll'Cr'. I&f r+r 4`11I1`S rtrranhar or RIC-r,,de,Jahr re,exrng&mA-omi value, Exhibit T" I P M U roan ti — 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 Ghent initiated outgoing deliveries of cash or securities may be subject to a call tack or otherwise authenticated prior to being used. Examples of transactions subject to callbrackslauthentication Requests to establish repetitive payment instructions Requests to amend or delete repetitive payment instnictions Instructions to make free deliveries of securities Instructions to send non-repetitive free payments Instructions to send a payment related to an asset that is not delivered to WSS(merno position) Instructions to settle foreign exchanges booked by the client or by a 3rd party Examples of transactions not sahjeet to caffbacks 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.i 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 authenticalion 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 ging 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 instructions'. 3'ia.�4,l,:rres r.a:r t ..< 7fi'a7:!le rt ralslr+,.7t ire n rrt t, rrgtr{f�,'t@i,:> r'7 eol a+a o,ph ­,.o'I"',air,:r"he Uvrhr'rz w'Y'1ek lr,ar71; -r,«arta.•ori d�r°!i!a1.. .r:T�:rr�, c.r :r„7, ,,.nrr, itll rn.n.+:.i r. �!. ;:E . ., r, srur,t,e?rgrlglta cora,"t..Fr, -l""Mr rlv.7 av]!<'r::i1YAEl1e rearrrait'r 4 V I-I IJ�I'j'. ].0 - 1”11"C 'i11t(1r4-.9:Lc!(^i3_pdrlrtfli'rtLYPYgt:'rlvn�I',:r�e".}ltlr.nl-tr] alrA rvecte:i Exhibit T" JT Moraan SCHEDULE 1 Farm of Board Resotution Tc: JPMorgan Chase Bank, N.A. We hereby certifythat the followingis a true copy of the minutes of the 62ttRx :avu RO—., :'s::' ca'UC_. Q[t' PS+E3f................................................ ......... ..... ................. (the"Company") which was duty catled and held on .......:`..At,r- .." '_ `... ...... 20....... and at which a duty 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 las 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 AgreemeE�t. 2. IT WAS RESOLVED that the farm 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 m_-3°'.361, m4: - ............................. .....,................ ........................"'be and he/she is hereby authorized, for and on behalf of the Compan to sign and deliver the same together wfth such changes and amendrnen s 'eta may�iu his/her sole discretion think fit. .i........................S"tiii € r_ Name of ('onip iriy in full_ Exhibit T" Appendix • • • Report Proposal to City of Round Rock Jar.Morgan Primary Depository Services Custody - View trade settlement status, securities valued holdings and cash balances for user's accounts in a single view. Key Benefits / Consolidated single view of key trade status and balance information for / View trade settlement status by contractual settlement date user's accounts / Drill through widgets into underlying applications to view further detail on / View previous end of day securities valued holdings custody trade manager-, securities valued holdings and cash balances / View intraday trade settlement status and cash balances and transactions / View aggregated totals in the most common base currency of user's account selection Navigate to Home, Custody Trade View settled cash balance total in See any overdrawn accounts; Manager or Custody Positions View all widget data by an account USD equivalent;top 5 currencies projected COB overdrawn and applications group or accounts n local and USD equivalent corresponding USD equivalent value Custody Cerrhrali View trade count by settlement status Filter to show - trade count for trades with contractual • settlement date or today,tomorrow or up to one week ahead I View transaction count of View total market value of Click on any underlined value outstanding trades with a securities holdings in USD to drill down to the detail view contractual settlement date of equivalent and Top 5 location in the underlying application less than 180 days countries J P.Morgan Custody • - Manager View, search and export your trade settlement status details from a single screen. Key Benefits / Access a single view of real-time trade settlements online / Quickly search for data / View an optimized trade blotter style grid with an enriched data set and / Export grid data and print with full page functionality enhanced filtering options including multi-select capabilities / Access trade history showing trade status changes / Create additional personalized views onscreen to improve usability and save / View, expand and interact with a trade summary that displays trade count by them for day-to-day use status across date range View trade settlement activity Create,name and save across all entitled accounts with Choose date type customized views of data and filter options "My Trades"(default view) p Global search A I W Choose user icons to close for specific „ or clear filters,download trades Expand the summary table to a aMMa nom an.,[, o. u[ o see trades by View options to pin columns, dates.Select a . cell to drill auto size,filter or add or T remove columns to data grid into detail d _ x ° � ansarnon Category Ue.rlption, ,..-ec Ca[ego^�oescrlptlon smuo a�Moxnooa xrteo ncree am mM..rr ruxw°se Q isle[Amou+,[Cc,me,cy rneo r.c. rec.rarz, ,oa ._i cr ue mso iocK ,FD suis son rzvcnss[ laeY Amnlani .- ® LlnitS n _-_--ter .-- �.. ® nnrthally Settled Units Select transaction row to view trade detail - — - - and audit trail J P.Morgan Custody • • View custody positions online to view daily cash balances and securities valued holdings across user's entitled accounts. Key Benefits / View end of day securities valued holdings and intraday cash balances / Summary panel provides aggregated totals which are available to be toggled / View prior 90 days for cash balances and securities valued holdings by dimension and filter the main grid upon selection / View transactions for prior 10 days from selected date when selecting / View by account group or accounts by user entitlements balance or holding / Summary panel provides aggregated totals which are available to be toggled by dimension and filter the main grid upon selection Switch to'Live'to view intraday Use toggle switches to view only Select required row in the grid to Export grid data, close and clear updates as well projected cash overdrawn accounts or to exclude zero view 10 days of historical cash filters balances for today and next two balance accounts transactions days See list view of aggregated cash balance by o r a e �a v =�e ow r .e,,w,.., u■ account or moeE.a, (an.emaN n a <�rr P.o,« p a...ronea..a.a r.■ currency 41 Cusmey Position-Cash Balances zr«ores _ m M1•r r��n gE�oem Number Cxn m=gr C 2a r.[m�na�n�Hare nr.: Ea tu.-SwP '. 2a Mnr 5?rti+ )e -ca�ni� Ea ana.>rn Pr . ES nn�r er�er . ER ap Expand or ' r . r r 40 r . a.. .r collapse _ o _o,o oa3355�3 �Sn o,,,a,3a o `� summary n��a,� n ,� u� Z-3 b z ,3 ,� section as needed r v 8 Acwu•ri Yn.ie Select a specific currency to ■ [- "" CC'C— quickly filter the holdings grid. Apply filter to view snapshot cash ■ CahAii.znakurnbe- Click'All Currencies'to retrieve balances across all or a single ■ �—]--IL-4 Click on the three dots menu all holdings account/account group for the icon above any grid column to selected date ® s""�°B""`"' add or remove columns to ■ are"sro n customize your view ■ ns_c�r:e� 31 J P.Morgan Exhibit T" Appendix SigningAuthority Resolution Proposal to City of Round Rock Jar.Morgan Primary Depository Services Exhibit T" JPMorgan Chase Bank,National Association Resolutions Approved by Board of Directors on March 20,2018 Signing Authority Resolutions—Ordinary Course of Business and PDAs Documents and Powers of Attorney 1. RESOLVED that loan agreements, contracts, indentures, mortgages, deeds, releases, conveyances, assignments, transfers, certificates, certifications, declarations, leases, discharges, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies, requisitions, demands, proofs of debt, claims, records, notes signifying indebtedness of JPMorgan Chase Bank,N.A. (the"Bank") and any other contracts, instruments or documents in connection with the conduct of the business of the Bank("Documents"),whether or not specified in the resolutions of the Bank's Board of Directors (the "Board"), may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the Bank by the Chairman of the Board,the Chief Executive Officer of the Bank("CEO"), a President, the Chief Operating Officer, a Vice Chairman of the Board, a Vice Chairman, any member of the Firm's Operating Committee(an"Operating Committee Member"), any Executive Vice President, the Chief Financial Officer, the General Counsel, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, any Managing Director, any Executive Director, any Vice President, or any other officer having a functional title or official status which is at least equivalent to any of the foregoing corporate titles, and the seal of the Bank may be affixed to any thereof and attested by the Secretary,any Assistant Corporate Secretary, or any of the foregoing officers; provided, however, that any guarantees, comfort letters or other letters of support issued by the Bank in respect of obligations of any of the Bank's affiliates or subsidiaries ("Support Documents") may be executed only where consistent with such resolutions of the Board dated December 8, 2015, as amended, relating to the provision of Bank guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and affiliates. 2. RESOLVED that powers of attorney("POAs")may be executed on behalf of the Bank by the Chairman of the Board, the CEO, a President, the Chief Operating Officer, a Vice Chairman of the Board, a Vice Chairman, any member of the Operating Committee, any Executive Vice President, the Chief Financial Officer, the General Counsel, the Treasurer, the Controller, the Chief Risk Officer, the Secretary, any Senior Vice President, any Managing Director or any other officer having a functional title or official status which is at least equivalent to any of the foregoing corporate titles; provided, however,that such powers of attorney may not provide authority for signing Support Documents except as where consistent with such resolutions of the Board dated December 8, 2015, as amended, relating to the provision of Bank guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and affiliates. Delegations of Authority("Dele ate ions") 3. RESOLVED that the CEO, any Operating Committee Member, any officer having a corporate title of Managing Director or above (or functional title or official status which is at least equivalent to Managing Director) and who reports to an Operating Committee Member or to a direct report of an Operating Committee Member, and the Secretary of the Bank (collectively, "Senior Authorized Officers"), each shall have authority to: a. Delegate to any officer or employee of the Bank(whether by name, functional title or cost center) assigned to a line of business or corporate function the authority to execute Documents and limited POAs (of such nature as specified in the instrument of delegation or power of attorney) or take action in the Bank's name in connection with any and all Exhibit T" matters conducted in the ordinary course of business in such line of business or corporate function; provided, however, that Support Documents may be executed, and limited POAs may be granted, only where consistent with the resolutions of the Board dated December 8, 2015, as amended, relating to the provision of Bank guarantees and other support issued by the Bank in respect of obligations of its subsidiaries and affiliates; and b. Delegate to any officer of the Bank having a corporate title of Managing Director or above (or functional title or official status which is at least equivalent to Managing Director)the authority to sub-delegate authorities specified in clause (a) of Resolution 3 to any officer or employee of the Bank(whether by name, functional title or cost center); as such Senior Authorized Officers,in their sole discretion,deem necessary or appropriate. The Senior Authorized Officers and any officer to whom sub-delegation authority has been granted shall be responsible for executing Delegations and for maintaining or causing to be maintained records of their Delegations, in accordance with applicable policies and procedures, including signing authority policies; and such records shall be conclusive evidence of their Delegations. Designations of Equivalent Positions("Designations") 4. RESOLVED that each Senior Authorized Officer shall have authority to: a. Designate functional titles or an official status in a line of business or corporate function as equivalent to such corporate titles as they may specify for purposes of the Bank's signing authorities within said line of business or corporate function, and b. Delegate to any officer of the Bank having a corporate title of Managing Director or above (or functional title or official status which is at least equivalent to Managing Director) assigned to a line of business or corporate function, such authority to designate functional titles or an official status in the line of business or corporate function as equivalent to such corporate titles as they may specify for purposes of the Bank's signing authorities within said line of business or corporate function; as such Senior Authorized Officers, in their sole discretion,deem necessary or appropriate. The Senior Authorized Officers and any officer to whom sub-delegation authority has been granted shall be responsible for executing Designations and for maintaining or causing to be maintained records of their Designations, in accordance with applicable policies and procedures, including signing authority policies; and such records shall be conclusive evidence of their Designations. Authorized Officers 5. "Authorized Officers" for the purpose of signing, executing, acknowledging, verifying, delivering or accepting on behalf of the Bank Documents, POAs, Delegations, and Designations in the ordinary course of the Bank's business as described in the resolutions include: a. Officers of the Bank authorized pursuant to Resolution 1 or Resolution 2; b. Officers and employees of the Bank delegated authority(of such nature as specified in the instrument of delegation) by a Senior Authorized Officer, or by an officer with sub- delegation authority,pursuant to Resolution 3; c. Agents and attorneys of the Bank provided authority by a POA(of such nature as specified in the power of attorney)pursuant to Resolution 2 or Resolution 3; and Exhibit T" d. Officers and employees of the Bank holding a functional title or an official status which has been designated as equivalent to an authorized corporate title (for the purpose and intent specified in the instrument of designation)pursuant to Resolution 4; and with respect to each of clauses (a) through (d) of this Resolution 5, for the purposes and intent described in the respective Resolution or Resolutions, as applicable. 6. RESOLVED that the Secretary and each Assistant Corporate Secretary be, and hereby is, authorized to certify that an officer, employee, agent, or attorney of the Bank is an Authorized Officer with authority to act on behalf of the Bank in accordance with the preceding resolutions. Ratification 7. RESOLVED that Delegations, Designations, and the execution of Documents, POAs, and limited POAs, which would have been authorized by the foregoing resolutions except that such Delegations, Designations, Documents, POAs, and limited POAs were provided or executed prior to the adoption of such resolutions, are hereby severally ratified, confirmed, approved and adopted as valid authorized actions in the name of and on behalf of the Bank; 8. RESOLVED that each Senior Authorized Officer shall have authority to ratify any Delegations or Designations and the execution of Documents, POAs and limited POAs, whether such acts were done prior to or following the adoption of these resolutions. Technical Amendments; Succession to Prior Resolutions 9. RESOLVED that the Secretary be, and hereby is, authorized to make such technical amendments to any resolutions pertaining to signing authority heretofore or hereafter adopted by the Board of Directors, without further Board action, as the Secretary deems appropriate or necessary to properly reflect the organizational structure from time to time; and 10. RESOLVED that the signing authority resolutions adopted on December 13, 2016 by the Board of Directors of the Bank are hereby succeeded by these signing authority resolutions, provided that such succession shall not affect any action taken in reliance thereon. p 4 I 14�� tt U J.P.Morgan Exhibit T" Fee Schedule for the City of Round Rock, Texas Bank: JPMorgan Based on August 2021 Transaction Volumes AFP UNIT SERVICE SERVICE PRODUCT LINE AND DESCRIPTION VOLUME PRICE CHARGE($) CODE ($) 230 BALANCE BASED CHARGES 19,965,255 13 bps 2,204 ACCOUNT SERVICES 010000 ACCOUNT MAINTENANCE 7 3.5000 25 010020 CASH CONCENTRATION 1 0.0000 0 010021 CASH CONCENTRATION MAINT SUB 4 3.5000 14 010100 DEBIT POSTED-ELECTRONIC 185 0.0300 6 010101 CREDIT POSTED-ELECTRONIC 668 0.0300 20 010307 STATEMENT CYCLES 7 0.0000 0 1500ZZ POST NO CHECKS MAINTENANCE 3 0.0000 0 BANKING CENTER SERVICES 100000 BRANCH CREDITS POSTED 27 0.5000 14 100000 NIGHT DROP CASH VERIFICATION 9,171 0.0000 0 10004A BRANCH ORDER CURRENCY STRAP 37 0.3500 13 100040 BRANCH ORDER PROCESSED 12 0.0000 0 100044 BRANCH ORDER-COIN ROLL 101 0.0700 7 100500 BRANCH DEPOSIT ADJUSTMENT 1 0.0000 0 VAULT SERVICES 100100 VAULT DEPOSIT 249 1.1000 274 10011Z VAULT DEPOSIT 159,000 0.0015 242 100111 VAULT DEP PARTIAL OR MIXED BAG 20 3.0000 60 DEPOSITORY SERVICES 010101 CREDITS POSTED 249 0.0500 12 100200 ICL DEPOSIT EARLY 47 1.0000 47 100210 ON-US STANDARD 23 0.0250 1 100210 FILE TRANSMISSION REC.-VPN 47 flat fee 150 100210 ON US PREMIUM 570 0.0500 29 100214 IMAGE GROUP ONE 1,308 0.0250 33 100214 IMAGE GROUP TWO 2,352 0.0250 59 100214 IMAGE GROUP TWO -TIER 2 447 0.0250 11 100220 CHECK DEPOSITED-ON US 49 0.1000 5 100224 CHECK DEPOSITED-TRANSIT 535 0.1500 80 100400 RETURN ITEM 6 1.0000 6 100402 RETURN ITEM REDEPOSIT 4 1.0000 4 100419 RETURN-EMAIL NOTIFICATION 6 1.0000 6 999999 IMAGE QUALITY SUSPECT ITEMS 2 0.2500 1 DISBURSEMENT SERVICES 010100 CHECK/DEBIT POSTED 326 0.0500 16 010112 CONTROLLED DISB FUNDING 44 0.2500 11 150000 CONTROLLED DISB ACCT MAINT 1 0.0000 0 150030 EXCEPTION NOTIFICATION-ACCT 4 0.0000 0 Exhibit T" 150110 CONTROLLED DISB CHECK POSTED 494 0.0500 25 150410 STOP PAYMENT-ELECTRONIC 2 2.0000 4 150412 STOP PAYMENT AUTOMATIC 13 2.0000 26 151351 IMAGE STORAGE PER ITEM 820 0.0100 8 151710 CHECK INQUIRY MAINTENANCE 4 0.0000 0 RECONCILIATION SERVICES 150030 POSITIVE PAY MAINTENANCE 4 0.0000 0 150122 PAYEE NAME VERIFICATION 820 0.0200 16 151351 IMAGE CAPTURE PER ITEM 820 0.0100 8 POS PAY EXCEPTIONS REPORTED 4 2.0000 8 POS PAY EXCEPTIONS RETURNED 1 2.0000 2 151353 CD ROM-PER CD 1 25.0000 25 151353 CD ROM MAINTENANCE 1 0.0000 0 200010 FULL RECONCILEMENT-MAINT 4 25.0000 100 200110 FULL RECONCILEMENT-PER ITEM 820 0.0200 16 200201 ISSUE INPUT FILE WITH RECON 11 5.0000 55 200301 OUTPUT FILE 6 15.0000 90 WIRES 350100 ELECTRONIC FED DEBIT S/T 11 2.0000 22 350124 ELECTRONIC BOOK DEBIT S/T 1 1.0000 1 350300 FED CREDIT S/T 7 2.0000 14 350599 FED TRANSFER FEE 18 0.0000 0 E-LOCKBOX 050030 ELOCKBOX MAINTENANCE 2 8.0000 16 050300 ELOCKBOX TRANSACTION RECEIVED 3,648 0.0700 255 259925 ELOCKBOX FILE PROCESSING 22 2.5000 55 AUTOMATED CLEARING HOUSE 250000 ACH MAINTENANCE 3 0.0000 0 250000 ACCESS ACH MAINTENANCE 4 0.0000 0 250501 ACH BATCH/FILE PROCESSED 15 3.0000 45 250100 DEBIT ORIGINATED 2,574 0.0300 77 250101 CREDIT ORIGINATED 3,619 0.0300 109 250120 ADDENDA RECORD ORIGINATED 20 0.0000 0 ACH DELETE-ITEM 1 5.0000 5 ACH NOC PER ITEM 1 0.6000 1 250200 DEBIT RECEIVED 91 0.0300 3 250201 CREDIT RECEIVED 574 0.0300 17 250302 RETURN ITEM 7 1.0000 7 250400 RETURN NOTIFICATION-EMAIL 7 0.6000 4 ACH POSITIVE PAY/FRAUD FILTER 251050 TRANSACTION BLOCK 7 0.0000 0 251051 ACH TRANS BLOCK AUTHORIZED ID 42 0.5000 21 RECEIPTSTREAM/ENH REC SVCS 300524 EDI SUMMARY REPORT 172 0.0000 0 300524 EDI DETAIL REPORT 12321 1.0000 232 ONLINE REPORTING Exhibit T" 400610 MONTHLY SERVICE 1 0.0000 0 40044Z ACCOUNTS REPORTED-PREV DAY 9 10.0000 90 40066Z TRANSACTIONS REPORTED-45 DAY 1,563 0.0500 78 40066Z CONT DISB CHECKS REPORTED 474 0.0500 24 40066Z EXTENDED TRANSACTION DETAIL 1 7,0371 0.0000 0 400699 ACCT TRANSFER ITEM 41 0.0000 0 000300 TOTAL CHARGE FOR SERVICES 4,808