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CONTRACT BANK SERVICING AGREEMENT
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This contract is entered into this 5th day of May 2021 by and through the Maricopa County Treasurer
(collectively referred to herein as the “County”) by and between the Maricopa County Board of Deposit, as
defined in A.R.S. §35-325(2), and JPMorgan Chase Bank, N.A., a national banking association
(“Contractor”) for the purchase of banking services (the “Services”) in accordance with A.R.S. §35-325,
other applicable Arizona Revised Statutes and the following terms and conditions.
1.0 CONTRACT TERM
This contract is for a term of three years, beginning on the 1st day of July 2021 and ending the 30th
day of June 2024.
2.0 OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor (which concurrence may
be conditioned on mutually agreeable adjustments to terms and pricing), renew the term of this
contract up to a maximum of two additional year(s), (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.
3.0 CONTRACT COMPLETION
In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes, to the extent not previously delivered or
made available to the County, the transfer of all records and other data owned by the County that
is in the possession, custody, or control of the Contractor and that are required to be provided to
the County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.
4.0 PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. The reasonableness of the request will be determined by comparing
the request with the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County shall issue written approval of the change and provide an updated
version of the contract. The new change shall not be in effect until the date stipulated on the
updated version of the contract.
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5.0 PAYMENTS
5.1 As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Pricing Sheet.
5.2 Payment shall be made upon the County’s receipt of a properly completed invoice. Invoices
shall be prepared on Contractor’s form of account analysis statement.
5.3 INVOICES
5.3.1 The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:
• Company name, address, and contact information
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity
• Contract item number(s)
• Arrival and completion time
• Description of purchase (product or services)
• Pricing per unit of purchase
• Extended price
• Total amount due
5.3.2 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
5.3.3 Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor Registration Web Site https://www.maricopa.gov/5169/Vendor-
Information.
5.3.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
5.3.5 EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
5.4 APPLICABLE TAXES
5.4.1 It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award. Notwithstanding anything to the contrary in this contract, the
County shall pay or reimburse Contractor for any taxes it incurs as a result of
processing any transaction on behalf of the County or honoring any instruction
from the County.
5.4.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
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regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
5.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all undisputed
Federal, State, and local taxes applicable and owing by them respectively in
connection with their respective operations and any persons employed by the
Contractor in the performance of the Services. Contractor shall, and require all
subcontractors to, hold Maricopa County harmless from any responsibility for
taxes, damages, and interest, if applicable, contributions required under Federal
and/or State and local laws and regulations, and any other costs for which
Contractor or its subcontractor are legally responsible including: transaction
privilege taxes, unemployment compensation insurance, Social Security, and
workers’ compensation. Contractor may be required to establish, to the satisfaction
of County, that any and all fees and taxes due to the City or the State of Arizona
for any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest), to the extent Contractor is
legally obligated to pay the same.
6.0 AVAILABILITY OF FUNDS
6.1 The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds. Contractor may decrease or
discontinue performance hereunder at any time that sufficient funds are not available for
payment of the Services.
6.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, either County or the Contractor may amend, suspend,
decrease, or terminate its obligations under, or in connection with, this contract. In the
event of termination, County shall be liable for payment only for services rendered and
services in the process of being performed that cannot be reasonably cancelled prior to
the effective date of the termination, provided that such services are performed in
accordance with the provisions of this contract, and for reimbursing Contractor for any
credit extended to County in connection with the Service. County shall give written notice
of the effective date of any suspension, amendment, or termination under this section, at
least 10 days in advance.
7.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the consent of the successful
respondent under this solicitation, a member of SAVE may access a contract resulting from a
solicitation issued by the County. If contractor does not want to grant such access to a member of
SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will
assume that contractor does wish to grant access to any contract that may result from this bid. The
County assumes no responsibility for any purchases by using entities. If Contractor consents to
providing services to another entity, such consent is subject to satisfaction of contractor’s “know
your customer” and other due diligence requirements and may also be conditioned upon
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adjustments to pricing and other terms and conditions as are mutually agreed to between contractor
and such other entity.
8.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the consent of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its applicable procurement
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individual requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements. The
County is not a party to any uses of this contract by other governmental entities. If contractor
consents to providing services to another entity, such consent is subject to satisfaction of
contractor’s “know your customer” and other due diligence requirements and may also be
conditioned upon adjustments to pricing and other terms and conditions as are mutually agreed to
between contractor and such other entity.
9.0 DUTIES
9.1 The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise
directed in writing by the procurement officer, provided that such direction does not impose
additional duties or liabilities upon the Contractor and are within the scope of services
described in Exhibit B.
9.2 During the contract term, County may provide Contractor’s personnel with adequate
workspace for consultants and such other related facilities as may be required by
Contractor to carry out its contractual obligations.
10.0 TERMS AND CONDITIONS
10.1 INDEMNIFICATION
10.1.1 To the fullest extent permitted by law, and in addition to the insurance purchased
by the Contractor as required by Section 10.2, the Contractor shall defend,
indemnify, and hold harmless the County (as “Owner”), its agents, representatives,
officers, directors, officials, and employees from and against all claims, damages,
losses, and expenses (including, but not limited to attorneys' fees, court costs,
expert witness fees, and the costs and attorneys' fees for appellate proceedings)
to the extent that the same are directly caused by the negligent acts, errors,
omissions, or mistakes relating to the performance of this contract by the
Contractor, its subcontractor, any one directly or indirectly employed by them, or
anyone for whose acts they may be liable.
10.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the Contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable.
10.1.3 The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
10.1.4 The scope of this indemnification does not extend to the negligence of County, its
agents, representatives, officers, directors, officials, and employees or breach of
this contract by such persons.
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10.1.5 Notwithstanding anything to the contrary in this contract: (a) Contractor shall not
be liable for any indirect, incidental, consequential, exemplary, punitive or special
damages, including lost profits, regardless of the form of action or theory of
recovery, even if it has been advised of the possibility of those damages or the
same are reasonably foreseeable; and (b) Contractor’s obligation to defend,
indemnify and hold harmless the County, its agents, representatives, agents,
officers, directors, officials, and employees shall not exceed, in the aggregate, an
amount equal to two (2) times the average annual fees paid or payable to
Contractor under this contract (exclusive of any earnings credits used to offset
such fees).
10.2 INSURANCE
10.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
permitted by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are permitted to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.
10.2.2 All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
10.2.3 In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
10.2.4 Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
10.2.5 Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
10.2.6 The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
10.2.7 The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall include County, its, representatives, officers,
directors, and employees as additional insureds as their interests pertain to this
contract.
10.2.8 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor’s work or service.
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10.2.9 If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
10.2.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. All limits can be
met through a combination of primary and umbrella/excess coverages.
The policy shall include coverage for premises liability, bodily injury,
broad form property damage, personal injury, products and completed
operations and blanket contractual coverage, and shall not contain any
provisions which would serve to limit third party action over claims.
There shall be no endorsement or modifications of the CGL limiting the
scope of coverage for liability arising from explosion, collapse, or
underground property damage.
10.2.9.2 Business Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in
performance of the Contractor’s work or services or use or maintenance
of the premises under this contract.
10.2.9.3 Workers’ Compensation
10.2.9.3.1 Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor’s employees engaged in the performance of the
work or services under this contract; and Employer’s
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
10.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers,
directors, and employees for recovery of damages to the
extent these damages are covered by the workers’
compensation and Employer’s Liability or Commercial
Umbrella Liability insurance obtained by Contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.
10.2.9.4 Professional Liability Language
Contractor shall maintain Professional Liability insurance which will
provide coverage for any and all acts arising out of the work or services
performed by the contractor under the terms of this contract, with a limit
of not less than $2,000,000 for each claim, and $4,000,000 aggregate
claims.
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10.2.9.5 Crime
Contractor shall maintain Commercial Crime Liability Insurance with a
limit of not less than $1,000,000 for each occurrence. The policy shall
include, but not be limited to, coverage for employee dishonesty, fraud,
theft, or embezzlement.
10.2.9.6 Cyber, Network Security and Privacy Liability Insurance
Cyber, Network Security and Privacy Liability Insurance with a limit of
not less than $5,000,000 per occurrence. The policy shall include, but
not be limited to; coverage for all directors, officers, agents and
employees of the Contractor, losses with respect to network risks (such
as data breaches, unauthorized access or use, and ID theft of data),
invasion of privacy (regardless of the type of media involved in the loss
of private information), crisis management, identity theft response costs,
breach notification costs, credit remediation, and credit monitoring,
defense, and claims expenses, regulatory defense costs plus fines and
penalties, cyber extortion, electronic data restoration expenses (data
asset protection), network business interruption, computer fraud
coverage, funds transfer loss, third-party fidelity, theft, no requirement
for arrest and conviction, and loss outside the premises of the named
insured.
10.2.9.7 Banker’s Professional Liability Insurance
Contractor shall maintain Bankers Professional Liability Insurance with
a limit of not less than $5,000,000 per occurrence and $10,000,000 per
aggregate.
10.2.10 Certificates of Insurance:
10.2.10.1 Prior to contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the contract in the form provided by the County, issued by
Contractor’s insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number and title.
10.2.10.2 In the event any insurance policy(ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor’s work or services and as
evidenced by annual certificates of insurance.
10.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.
10.2.11 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
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10.3 FORCE MAJEURE
10.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes will include acts of God/nature
(including fire, flood, earthquake, storm, hurricane, or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil
war, riots, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, lockout,
blockage, embargo, labor dispute, strike, and interruption or failure of electricity or
telecommunication service. Notwithstanding the foregoing, Force Majeure shall
not excuse either party from any payment or reimbursement obligation under this
contract. If the party asserting Force Majeure (“Asserting Party”) is unable to make
payments or reimbursements during the Force Majeure event, then the Asserting
Party may, upon notice to the other party, defer its payment and reimbursement
obligations under this contract until termination of the event.
10.3.2 Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.
10.3.3 The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated, including suspension of services.
10.4 ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
10.5 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
10.6 PURCHASE ORDERS
10.6.1 County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the Contractor for actual and documentable costs incurred by the
Contractor in response to the purchase order. The County will not reimburse the
Contractor for any costs incurred for unauthorized work performance after receipt
of County notice of cancellation, or for lost profits, or for shipment of product prior
to issuance of purchase order.
10.6.2 Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
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10.7 BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees assigned by Contractor
to assist in the performance of the contract, and the failure of the respondent to pass these
checks shall deem the respondent ineligible for award under this contract if the respondent
is the party that fails to pass such checks or if a subcontractor or employee fails to pass
such checks and the respondent and the County are unable to mutually agree on a
replacement subcontractor or employee.
All JPMorgan Chase employees, as well as contingent workers and certain designated
third-party supplier personnel assigned to perform or engage in services on JPMorgan
Chase’s behalf, have successfully passed the requirements for employment under
applicable federal law. These requirements include, but are not limited to, restrictions
under Section 19 of the Federal Deposit Insurance Act (FDIC). FDIC-insured institutions
like JPMorgan Chase are prohibited from employing or engaging as a contingent worker,
any individual that has been convicted of, or entered a pretrial diversion or similar program
for, a felony or multiple misdemeanor criminal offenses involving breach of trust,
dishonesty, money laundering, embezzlement, fraud, theft, criminal conspiracy or the sale,
distribution, manufacture of or trafficking in controlled substances. Furthermore, pursuant
to the JPMorgan Chase policy, eligibility for employment or assignment is evaluated on a
case-by-case basis for the following types of offenses: crimes of violence, crimes involving
moral turpitude and crimes related to the performance of an employee's responsibilities,
e.g., driving under the influence of alcohol or controlled substances when the employee
drives as part of their job. Finally, as a term of employment, each JPMorgan Chase
employee must annually certify adherence to the firm's Code of Conduct which among
other requirements contains an affirmative obligation for the employee to notify the Firm of
any felony or misdemeanor arrest/conviction.
10.8 SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract. Any suspension, delay, or interruption of the work under
this contract shall not affect County’s obligation to pay Contractor for Services performed
in accordance with this contract and Services in the process of being performed that cannot
be reasonably cancelled, and to reimburse Contractor for any credit extended to County in
connection with the Services prior to Contractor’s receipt of the notice of suspension, delay,
or interruption.
10.9 STOP WORK ORDER
10.9.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
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stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
10.9.1 cancel the stop work order; or
10.9.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
10.9.3 The procurement officer and the Contractor may mutually agree to make
an equitable adjustment in the delivery schedule and/or contract price,
and the contract shall be modified, in writing, accordingly.
10.10 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor. The Contractor reserves the right to
terminate the Services as provided in the Service Terms.
10.11 TERMINATION FOR DEFAULT
10.11.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
10.11.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
10.11.1.2 make progress, so as to endanger performance of this contract; or
10.11.1.3 perform any of the other provisions of this contract.
10.11.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
10.12 PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be offset against the Contractor’s
fees under this contract.
10.13 WARRANTY OF SERVICES
10.13.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
10.13.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.
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10.14 USAGE REPORT
The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format and details of the report shall be
as mutually agreed to by the parties.
10.15 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
10.16 OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor under this contract any amounts Contractor owes to the County for
damages resulting from breach or deficiencies in performance of the contract.
10.17 SUBCONTRACTING
10.17.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project. Notwithstanding the
foregoing, Contractor may assign this contract without the consent of the County
to a successor in 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. In the event of
such an assignment, Contractor shall notify the County and County shall have the
right to immediately terminate this contract. For all purposes under this contract,
inclusive of all attachments hereto, “subcontract” and “subcontractor” shall refer to
a third party or an agreement with such third party, if any and as applicable,
engaged by Contractor to specifically aid in the performance of its obligations
under this contract, but shall not include any third party engaged by Contractor,
from time to time, in the performance of operational, technological, incidental, or
back office functions that assist Contractor in its performance of services, on a
common basis, for all or most of its customers utilizing such services, such latter
category of third parties being referred to as Third Party Service Providers.
Contractor shall not be required to notify or obtain consent from the County or any
other party to its engagement of Third-Party Service Providers.
10.17.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s
invoice.
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10.18 AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
10.19 ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.
10.20 RIGHTS IN DATA
10.20.1 The County shall have the use of non-proprietary and non-confidential data and
reports relating to the Services provided to the County under this contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall, unless otherwise prohibited by applicable
law, supply to the other party, upon request, any available information that is
relevant to a contract and to the performance thereunder.
10.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
10.21.1 In accordance with Section MC1-374 of the Maricopa County Procurement Code,
the Contractor agrees, subject to the Contractor’s standard record retention policy
and retention periods established thereunder for each category of records, to retain
(physical or digital copies of) all books, records, accounts, statements, reports,
files, and other records and back-up documentation relevant to this contract for six
years after final payment or until after the resolution of any audit questions, which
could be more than six years, whichever is longest. The County, Federal or State
auditors and any other persons duly authorized by the department shall have full
access to and the right to examine, copy, and make use of, any and all said
materials. Notwithstanding anything to the contrary in this contract, Contractor’s
retention, return, removal or destruction of any books, records, accounts,
statements, reports, files, and other records and back-up documentation is subject
to Contractor’s standard record retention policy and retention periods established
thereunder for each category of records. Nothing in this contract shall require
Contractor to disclose or permit access to any examination reports, internal audit
reports, records relating to other parties or personnel who are not responsible for
overseeing Contractor’s performance of the Services, or any records that
Contractor does not disclose to third parties in the ordinary course of its business.
Further, any audit, inspection, examination or review under this contract shall be
conducted at a mutually agreeable date, time and place and is: a) subject to
Contractor’s receipt of a written request from the County specifically describing the
books or records required, b) solely for the purpose of verifying Contractor’s
compliance with this Contract and c) subject to Contractor’s record retention
policies. If the County requires access to Contractor’s facilities, such access will
be subject to Contractor’s security procedures and Contractor may impose
reasonable restrictions on the number of individuals allowed access, the frequency
and length of access, and the areas accessed. The County shall reimburse the
Contractor for the reasonable cost of complying with any audit, inspection,
examination or review under this contract.
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10.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
refund any fees paid to the Contractor by Maricopa County for the services not so
adequately supported and documented.
10.22 AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost under this contract, the County shall notify the Contractor in writing of
the disallowance. The course of action to address the disallowance shall be at sole
discretion of the County, and may include either an adjustment to future invoices, request
for credit under this contract, or a deduction from current invoices submitted by the
Contractor under this contract equal to the amount of the disallowance.
10.23 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
10.24 VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.
10.25 SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
10.26 RELATIONSHIPS
10.26.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
10.26.2 The County reserves the right of final approval on proposed key personnel
assigned to this contract, provided that such approval shall not be unreasonably
withheld. Also, upon request by the County, the Contractor will be required to
remove any employees working on this Contract whom the County reasonably
determines is not performing in accordance with the standards of this Contract and
promptly substitute personnel with similar qualifications, provided that such action
will not violate applicable Legal Requirements nor the Contractor’s personnel
policies.
10.27 NON-DISCRIMINATION
Contractor agrees make all reasonable efforts to comply with all provisions and
requirements of Arizona Executive Order 2009-09, including flow down of all provisions
and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive
Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract
as if set forth in full herein. During the performance of this contract, Contractor shall make
all reasonable efforts to not discriminate against any employee, client, or any other
individual in any way because of that person’s age, race, creed, color, religion, sex,
disability, or national origin. (Arizona Executive Order 2009-09 can be downloaded from
the Arizona Memory Project at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
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10.28 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
10.29 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
10.29.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief, based on customary due diligence
that the Contractor deems appropriate, that the Contractor, its parent company,
Operating Committee and employees who are primarily responsible for overseeing
the performance of the Services;
10.29.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
10.29.2 have not within a three-year period preceding this contract:
10.29.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State or
local) transaction or contract; or
10.29.2.2 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;
10.29.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, State or local)
transaction or contract;
10.29.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
10.29.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
10.29.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
10.29.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
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10.30 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
10.30.1 By entering into the contract, the Contractor warrants material compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the contract and verify employee compliance using the E-Verify system
and shall keep a record of the verification for the duration of the employee’s
employment or at least three years, whichever is longer. I-9 forms are available for
download at www.uscis.gov.
10.30.2 The County retains the legal right to inspect employment verification documents,
consisting of i-9 forms of Contractor and subcontractor U.S. employees performing
work under this contract to verify compliance with paragraph 10.30.1 of this section.
Contractor and subcontractor shall be given reasonable notice of the County’s intent
to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract
and may pursue any and all remedies allowed by law, including, but not limited to:
suspension of work, termination of the contract for default, and suspension and/or
debarment of the Contractor. All costs necessary to verify compliance are the
responsibility of the Contractor.
10.31 CONTRACTOR LICENSE REQUIREMENT
The Contractor shall procure all permits, insurance, and licenses, and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any requirements, by any and all governmental or non-governmental entities as
mandated to maintain compliance with and remain in good standing. The Contractor shall
keep fully informed of existing and future trade or industry requirements, and Federal,
State, and local laws, ordinances, and regulations which in any manner affect the fulfillment
of a contract and shall comply with the same, to the extent binding upon the Contractor in
the performance of the Services. Contractor shall immediately notify both Office of
Procurement Services and the department of any and all changes concerning permits,
insurance, or licenses that affect the Contractor’s ability to perform the Services.
Notwithstanding any provision of this contract to the contrary, the Contractor’s obligation
to comply with any laws, statutes, codes, charters, ordinances, rules, regulations or policies
(“Legal Requirements”) is limited to the extent that such Legal Requirements are binding
on the Contractor in the performance of the Services under this contract. To the extent that
the Legal Requirements of the County currently, or in the future, impose obligations upon
its contractors or consultants that provide services contemplated in this contract, which are
not expressly set forth in this contract, the Contractor will, if notified of such requirements,
endeavor to comply with the same, except to the extent that it reasonably concludes that
compliance with such requirements subject it to additional obligations, liability or expense
or impose upon it reporting requirements of confidential or non-public information or
information that it does not currently monitor. If the Contractor makes such determination,
and the parties are unable to resolve these issues through mutually agreeable
amendments to this contract, either party may terminate this contract for convenience upon
notice to the other. Nothing in this contract shall be construed to require any party to violate
any Legal Requirement binding upon such party or comply with any Legal Requirement
from which it is exempt.
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10.32 INFLUENCE
10.32.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
10.32.2 An attempt to influence includes, but is not limited to:
10.32.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent
to influence a decision, obtain a contract, garner favorable treatment,
or gain favorable consideration of any kind.
10.32.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
10.32.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
10.33 CONFIDENTIAL INFORMATION
10.33.1 ANY information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor’s obligation regarding such information.
10.33.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract, for compliance,
internal audit, fraud mitigation or risk management purposes, or as otherwise
provided in the Service Terms. The Contractor’s procedures and controls, at a
minimum, must be the same procedures and controls it uses to protect its own
proprietary or confidential information. If, at any time during the duration of the
contract, the County determines that the procedures and controls in place that the
Contractor uses to protect its own proprietary or confidential information are not
adequate, the Contractor shall, at the County’s sole expense, institute any new
and/or additional measures reasonably requested by the County within 15
business days of the written request to do so.
10.33.3 Any requests to the Contractor for County proprietary or confidential information
shall, unless otherwise prohibited by applicable law, be referred to the County for
review and approval, prior to any dissemination. Nothing in this contract shall
require the Contractor to refer or notify the County of any disclosure to any
regulatory authority having jurisdiction over the Contractor or its affiliates.
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10.34 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
10.35 INTEGRATION
This contract, together with the Contractor’s account terms, service terms and other
documents required for the administration, implementation or operation of the Services
(together with any addenda, schedules, supplements, and other attachments, the “Service
Terms”), represents the entire and integrated agreement between the parties with respect
to the Services and supersedes all prior negotiations, proposals, communications,
understandings, representations, or agreements, whether oral or written, expressed, or
implied, with respect to the Services. The rights and remedies set forth in this contract are
in addition to each party’s respective rights and remedies under the Service Terms, at law
or in equity.
10.36 GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona, except to the extent
pre-empted by federal law, in which case federal law shall govern. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
10.37 PRICES
The Contractor has developed custom pricing for the Services based upon various
attributes, including, but not limited to: prevailing market prices in the County’s
geographical area, the totality and anticipated revenue of the County’s relationship with
Contractor, the type of business or industry in which the County is engaged, its revenue
size, the risk profile, line of business and industry segment that Contractor assigns to its
relationship with the County for internal purposes, and the scope, complexity and
anticipated volume of the Services. Due to the customized nature of the County’s pricing
and the number of customers Contractor serves, it is impractical for Contractor to monitor
the County’s pricing to determine if it is comparable to or better than other customers’
pricing. However, if the County becomes aware that the government banking segment of
Contractor’s Commercial Banking line of business provides more favorable pricing to
another of its government entity customers in the County’s geographical area with the
same attributes described above as the County and provides written notice to Contractor
of its desire to re-negotiate pricing and the circumstances under which it deems the pricing
under this Contract to be uncompetitive, the parties will endeavor to re-negotiate the pricing
for the Services. If the parties do not mutually agree to revised pricing within forty-five (45)
business days of Contractor’s receipt of the County’s notice, or such longer period as the
parties may agree, the County may terminate the affected services upon written notice to
Contractor.
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10.38 ORDER OF PRECEDENCE
To the extent a term of this contract expressly contradicts a term in the Service Terms, the
applicable terms of this contract shall prevail.
10.39 INCORPORATION OF DOCUMENTS
10.39.1 The following are to be attached to and made part of this Contract:
10.40.1 Exhibit A – Vendor Information and Pricing
10.40.2 Exhibit B – Scope of Work
10.40.3 Exhibit C – Consolidated Service Terms
10.40.4 Exhibit D – Global Account Terms and Addendum
10.40.5 Exhibit E – Availability Schedule
10.40 NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
JPMorgan Chase Bank, N.A.
201 N. Central Ave., 21st Floor, Mail Code: AZ1-1178
Phoenix, AZ 85004
Attn.: Dan Warren or Gov’t Industry Mgr.
10.41 INQUIRIES
10.41.1 Inquiries concerning information herein must be submitted via BidSync using the
“Questions and Answers” link.
10.41.2 Administrative telephone/email inquiries shall be addressed to:
BRIAN D. WALSH, SR. PROCUREMENT OFFICER
TELEPHONE: (602) 506-3243
brian.walsh@maricopa.gov
10.41.3 Inquiries may be submitted by telephone but must be followed up in writing. No
oral communication is binding on Maricopa County.
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IN WITNESS WHEREOF, this contract is executed on the date set forth above.
JPMORGAN CHASE BANK, N.A.
AUTHORIZED SIGNATURE
Dan Warren – Authorized Officer
PRINTED NAME AND TITLE
201 N. Central Ave., Floor 21, Phoenix, AZ 85004
ADDRESS
April 19, 2021
DATE
MARICOPA COUNTY BOARD OF DEPOSIT
CHAIRMAN, BOARD OF DEPOSIT DATE
ATTESTED:
CLERK OF THE BOARD DATE
MARICOPA COUNTY
TREASURER DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
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EXHIBIT A – VENDOR INFORMATION AND PRICING
COMPANY NAME: JPMorgan Chase Bank.
DOING BUSINESS AS (dba):
MAILING ADDRESS: 201 N. Central Ave., 21st Fl, Phx., AZ 85004
REMIT TO ADDRESS:
TELEPHONE NUMBER: 602-221-6096
FAX NUMBER: 602-221-1807
WWW ADDRESS: www,jpmorgan.com
REPRESENTATIVE NAME: Dan Warren
REPRESENTATIVE TELEPHONE NUMBER: 602-221-6096
REPRESENTATIVE EMAIL ADDRESS dan.warren@jpmorgan.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO
PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
1.0 Bank Service
Charges
* Average
Unit Price Service
Alternate Description Monthly
Product Line and ($) Charge ($)
Volume
Description
ACCOUNT SERVICES
(Negative collected balance x
NETTED NEG overdraft rate x number of
COLLECTED BAL FEE days overdrawn) / 360 days 1.00 N/A N/A
(Negative collected balance x
NEGATIVE COLLECTED overdraft rate x number of
BALANCE FEE days overdrawn) / 360 days 501,944.57 N/A N/A
Monthly maintenance charge
ACCOUNT for a Demand Deposit
MAINTENANCE Account. 114.00 $4.8000 $547.20
Maintenance charge for
ACCT MAINT-INT interest bearing products 1.00 $4.8000 $4.80
Charge for a withdrawal/debit
of funds made electronically
DEBIT POSTED - out of a Demand Deposit
ELECTRONIC Account. 912.92 $0.0400 $36.52
Charge for a deposit/credit of
CREDIT POSTED- funds made electronically into
ELECTRONIC a Demand Deposit Account. 5,397.58 $0.0400 $215.90
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Charge per statement for each
Demand Deposit Account
statement provided during the
billing cycle via an electronic
file. Charges may accrue for
accounts that produce more
than one statement during the
billing cycle (i.e. daily or
STATEMENT CYCLES weekly statements). 103.00 $0.0000 $0.00
Enhanced format DDA
statements with the paper
statement suppressed;
charges may accrue for
STATEMENT CYCLES - statements that cycle more
ENHANCED than once per month 11.00 $0.0000 $0.00
Charge per statement for
producing and mailing a paper
ACCOUNT STATEMENT - statement for a Demand
PAPER Deposit Account. 1.00 $3.0000 $3.00
ONLINE AUDIT Audit Confirmation requests
CONFIRMATIONS generated via online portal 5.00 $0.0000 $0.00
Charges associated with the
fulfillment of a request to
confirm a client's specific
financial information (e.g.,
Demand Deposit Account,
AUDIT CONFIRMATIONS Loan or investment balance). 17.00 $0.0470 $0.80
Monthly charge for preventing
all checks from posting to a
POST NO CHECKS DDA (Demand Deposit
MAINTENANCE Account). 44.00 $0.0000 $0.00
Monthly charge for preventing
all checks from posting to a
POST NO CHECKS DDA (Demand Deposit
MAINTENANCE Account). 51.00 $0.0000 $0.00
Overdraft charge per item for
OVERDRAFT NSF ITEM each item returned due to
RETURNED insufficient funds. 30.08 $0.0000 $0.00
Overdraft charge per item for
OVERDRAFT NSF each item paid on an account
ITEM PAID with insufficient funds. 39,407.25 $0.0000 $0.00
Monthly maintenance charge
OD NETTING MONTHLY per account on Overdraft
MAINT FEE Netting. 4.00 $75.0000 $300.00
Subtotal $1,108.22
LIQUIDITY SERVICES
Purchases and redemptions to
Money Market Mutual Funds
INVESTMENTS VIA initiated by client via J.P.
CLIENT ACCESS Morgan ACCESS. 1.09 $0.0000 $0.00
$0.00
BANKING CENTER SERVICES
Charge for a deposit of cash,
BRANCH CREDITS check, or cash and check
POSTED made at a Banking Center. 595.42 $2.7500 $1,637.41
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ATM CHECK DEPOSIT - Charge for a deposit of checks
IMAGE at an image captured ATM. 1.80 $0.0000 $0.00
Charge per dollar for a deposit
NIGHT DROP CASH of dollars deposited via the
VERIFICATION branch night drop/depository. 215,984.50 $0.0035 $755.95
Charge per dollar for a deposit
TELLER LINE CASH of dollars deposited over the
VERIFICATION counter to a branch teller. 354,179.58 $0.0056 $1,983.41
Charge per bag for a deposit
which includes bags of same
BRANCH DEPOSIT- or mixed coin made at a
BAGGED COIN Banking Center 4.50 $7.5000 $33.75
Charge per bag for a deposit
which includes full bags of coin
BRANCH COIN DEPOSIT of the same denomination
FULL BAG made at a Banking Center. 1.50 $2.0000 $3.00
Charge per strap for a
BRANCH ORDER purchase of strapped currency
CURRENCY STRAP at a Banking Center. 30.30 $0.2000 $6.06
Per order charge for change
BRANCH ORDER orders filled at Banking
PROCESSED Centers. 9.60 $2.5000 $24.00
Charge per roll for a purchase
BRANCH ORDER - COIN of rolled coins at a Banking
ROLL Center. 26.10 $0.0500 $1.31
Charge for a deposit of cash
incorrectly prepared or not
enclosed in a dual pouch
BRANCH DEPOSIT IN tamper evident bag made at a
NON STD BAG Banking Center. 3.30 $2.0000 $6.60
Charge per debit or credit
adjustment to a cash deposit
BRANCH DEPOSIT made via Business Deposit
ADJUSTMENT Express at a Banking Center. 4.73 $8.0000 $37.84
Subtotal $4,489.31
VAULT SERVICES
Charge per for deposits
VAULT DEPOSIT processed through the vault. 2,788.00 $0.9700 $2,704.36
Charge per $1,000 deposited
VAULT DEPOSIT PER for processing through the
$1,000 vault. 2,341.67 $0.9700 $2,271.42
VAULT DEPOSIT Charge per roll for re-wrapping
ROLLED COIN a deposit of rolled coin. 85.73 $0.2000 $17.15
Charge per deposit for coin
VAULT DEP PARTIAL OR deposited in either mixed or in
MIXED BAG non-standard FED coin bags. 11.83 $7.5000 $88.73
Charge per note for bills
deposited not meeting the Fed
standard of 100 same
denomination notes per strap
VAULT DEP NON STD with appropriate denominated
STRAP - NOTE wrapper. 18,829.50 $0.0000 $0.00
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Charge per note for bills
deposited in the Fed standard
of 100 same denomination
notes per strap with
VAULT DEPOSIT STD appropriate denominated
STRAP - NOTE wrapper. 1,320.00 $0.0000 $0.00
Charge per strap for an order
VAULT ORDER of a Fed standard (100 bills)
CURRENCY STD STRAP strap. 35.08 $0.1500 $5.26
Charge per order for a
standard currency and coin
order placed via VRU (Voice
VAULT STANDARD Response Unit), Web or
ORDERS electronic order file. 45.00 $2.1000 $94.50
VAULT EXPEDITED Charge per order for expedited
SPECIAL ORDERS or special cash vault orders. 1.00 $25.0000 $25.00
Charge for a rolled coin order
VAULT ORDER COIN that is less than a full box of 50
ROLLS rolls. 201.33 $0.1000 $20.13
VAULT ORDER - COIN Charge for a rolled coin order
ROLL BOX that is a full box of 50 rolls. 55.56 $0.0500 $2.78
VAULT ORDER CURR Charge per loose bill ordered
NON STD STRAP in a non-Fed standard strap. 2,377.92 $0.0199 $47.32
Charge per credit for individual
deposit notifications generated
VAULT DEPOSIT by the Vault System and
RECEIPTS MAILERS mailed to a client. 27.33 $0.0000 $0.00
Charge for generating and
faxing or emailing daily vault
activity reports. Reports
include deposits detail;
VAULT ACTIVITY summary; and/or envelope
REPORT FAXED reports. 2.00 $25.0000 $50.00
Charge for an adjustment to a
client-declared deposit amount
VAULT DEPOSIT identified during the verification
ADJUSTMENT process. 5.55 $5.0000 $27.75
Subtotal $5,354.39
WHOLESALE LOCKBOX
Monthly maintenance charge
per box for
Wholesale/Scannable Network
LOCKBOX - MAINT Lockbox services. 15.00 $135.5000 $2,032.50
Monthly maintenance charge
applied to each lockbox that
ONLINE DECISION MGR uses the Online Decision
MAINT Manager service. 4.00 $150.0000 $600.00
Charge per check with non-
scannable documents
processed by Lockbox.
Includes capture of check
WHOLESALE ITEM image without paper copy. 13,249.25 $0.2990 $3,961.53
Charge for preparing to
forward to the client: 1) each
processed check; 2) each No
Check transaction; and 3)
PAPER DELIVERY PREP each Unprocessable check. 811.25 $0.0762 $61.82
SERIAL 210118-ITN
Charge per envelope received
by a Wholesale/Scannable
Network Lockbox that does not
NO CHECK ITEM contain a check. 2,319.75 $0.2200 $510.35
Charge for handling each
package delivered directly to a
lockbox site via messenger
(any non-First-Class Mail
remittance, including courier,
INCOMING COURIER messenger, or walk-in
PACKAGE deposit). 89.17 $7.9158 $705.85
Charge assessed per check
when checks are balanced to
accompanying invoices prior to
WNLB BALANCING deposit. 11,750.33 $0.0500 $587.52
Charge for each document
page imaged for a lockbox
subscribing to Document
DOCUMENT IMAGE Image Presentment or Image
CAPTURE Transmission. 28,761.08 $0.0500 $1,438.05
Charge per check if checks are
manually sorted for
WNLB GROUP/SORTS - presentment to the client for a
COMPLEX wholesale lockbox. 733.42 $0.2000 $146.68
Charge for automated capture
and repair of the check MICR
CHECK MICR CAPTURE line. 48,525.83 $0.0150 $727.89
Charge for each alpha or
DATA CAPTURE numeric character captured. 394,221.83 $0.0085 $3,350.89
Charge for each cash payment
CASH PROCESSING processed. 18.83 $6.0000 $112.98
Charge per check if the client
requests that the bank
compare the payee on a check
to a list of 11 to 24 Acceptable
Payees AND/OR 6 to 9
WNLB >10 ACCEP PAY > Unacceptable Payees in a
5 UNACCE lockbox. 11,016.92 $0.0500 $550.85
ADDITIONAL Hourly charge for custom
PROGRAMING programming 65.00 $150.0000 $9,750.00
Charge for each deposit made
DEPOSIT PREPARATION for a lockbox. 205.67 $0.7500 $154.25
OUTGOING PACKAGE Monthly charge for preparing
PREP outgoing packages. 15.25 $5.0000 $76.25
Charge per check received by
a Wholesale/Scannable
Network Lockbox that cannot
be processed for deposit (e.g.
UNPROCESSABLE ITEM unacceptable payee). 214.50 $0.3500 $75.08
Charge per check for check
clearing for all checks
deposited through a lockbox
CHECK CLEARING site. 59,011.17 $0.0799 $4,714.99
Subtotal $29,557.46
SERIAL 210118-ITN
SCANNABLE LOCKBOX
Charge per check processed
by Wholesale Network
Lockbox when remitted with
OCR (Optical Character
Recognition) scannable
documents. Includes check
image capture without paper
SNLB SCANNABLE ITEM copy. 35,276.58 $0.1400 $4,938.72
Charge per check when
checks are balanced to
accompanying invoices prior to
SNLB BALANCING deposit. 34,521.17 $0.0050 $172.61
Charge per document to image
the OCR (Optimal Character
Recognition) side of a
document for a lockbox
subscribing to SNLB
SNLB OCR DOC IMAGE Document Image Presentment
CAPTURE or Consolidated Receivables. 40,104.33 $0.0190 $761.98
Charge per check for a
scannable lockbox subscribing
to Document Image
Presentment or Consolidated
Receivables that requires
images of other documents
matched to OCR (Optimal
Character Recognition)
SPECIAL IMAGE documents received in
HANDLING remittances (i.e. envelopes). 13,054.83 $0.5000 $6,527.42
Charge per check if manual
sorting is required for
SNLB SORT - MANUAL presentment to client. 598.75 $0.2000 $119.75
Charge for processing each
OCR-scannable Optical
Character Recognition)
remittance document
SNLB OCR DOCUMENT (coupon). 39,469.42 $0.0100 $394.69
Subtotal $12,915.17
DEPOSITORY SERVICES
Charge per credit for any credit
posted to an account.
Examples include deposits,
interest credits, adjustment
credits, transfer credits, and
CREDITS POSTED other credits. 3,184.42 $0.3000 $955.33
Charge per check for deposit
CHECK DEPOSITED-ON of checks drawn on local J.P.
US Morgan banks. 9,630.67 $0.1200 $1,155.68
Charge per check for deposit
CHECK DEPOSITED- of checks drawn on other
TRANSIT banks. 44,557.50 $0.2000 $8,911.50
Charge per deposit for
manually correcting an out of
DEPOSIT CORRECTION balance deposit. 9.83 $5.0000 $49.17
SERIAL 210118-ITN
Charge for each ACH return
transaction received and
RETURN ITEM processed by the Bank. 96.25 $1.5000 $144.38
Charge for each eligible
Return item reinitiated for
RETURN ITEM collection to the receiver's
REDEPOSIT account 78.42 $1.5000 $117.63
Charge per item for providing
detail reporting information on
RETURN DETAIL deposited checks returned
REPORTING unpaid or redeposited. 174.67 $0.5000 $87.33
Charge per item for faxing
deposited checks returned
RETURN FAX COPY unpaid information. 7.50 $3.0000 $22.50
Charge per item for notification
RETURN - EMAIL via email of deposited checks
NOTIFICATION returned unpaid. 6.17 $1.0000 $6.17
Charge per item for
identification of deposit
RETURN MULTIPLE locations for deposited checks
LOCATIONS returned unpaid. 74.67 $0.6000 $44.80
Monthly maintenance charge
REMOTE DEPOSIT for the Remote Deposit
CAPTURE MAINT Capture service. 39.00 $20.9000 $815.10
Charge for each check image
submitted for deposit and
REMOTE DEPOSIT clearing through the Remote
CAPTURE ITEM Deposit Capture system. 3,477.00 $0.0500 $173.85
Subtotal $12,483.42
DISBURSEMENT SERVICES
Charge per check paid or debit
posited to a Demand Deposit
CHECK / DEBIT POSTED Account. 46,702.67 $0.0190 $887.35
Charge per photocopy of a
Demand Deposit Account
paper item (check, deposit
CHASE CONNECT ticket etc.) delivered by fax or
PHOTOCOPY REQUST mail 7.00 $15.0000 $105.00
Monthly per account charge for
receiving e-mail notification of
Positive Pay or ACH
EXCEPTION Transaction Review exception
NOTIFICATION - ACCT items via ACCESS Checks 9.00 $10.0000 $90.00
Monthly maintenance charge
RPP EXCEPTION for Reverse Positive Pay
REVIEW MAINT services on ACCESS Checks. 1.00 $20.0000 $20.00
Charge for a stop payment
order received via Payables
Web Services or sent
electronically to the Catalyst or
STOP PAYMENT - Account Reconciliation
ELECTRONIC Processing systems. 969.83 $1.2500 $1,212.29
Charge for the automatic
annual renewal of a
STOP PAYMENT commercial stop payment
AUTOMATIC RENEWAL instruction. 97.75 $4.0000 $391.00
SERIAL 210118-ITN
Charge per check for Stop
Payment request initiated via
STOP PAYMENT - phone or fax or paper (account
MANUAL on DDB billing system) 1.50 $0.0000 $0.00
Per transaction charge for
cashing a check at a branch of
CHECK CASHING NON- the Bank that is drawn on a
ACCT HOLDER J.P. Morgan Chase account. 417.92 $2.0000 $835.83
Monthly maintenance charge
for check imaging for the
ACCESS Checks Retrieval Bill
IMAGING MAINTENANCE plan. 5.00 $0.0000 $0.00
Charge for each item in a file
IMAGE TRANSMISSION of check images provided in a
PER ITEM scheduled electronic delivery. 40,913.92 $0.0000 $0.00
Charge per check paid for an
account with the ACCESS
IMAGE STORAGE PER Checks Inquiry with Image
ITEM Retention Bill Plan. 2.33 $0.0050 $0.01
Charge to retrieve an image of
a check paid 90 or fewer day
IMAGE RETRIEVAL PER from the date it was requested
RETRIEVE via ACCESS Checks. 45.50 $1.0000 $45.50
Charge to retrieve an image of
a check paid 91 or more days
IMAGE RETRIEVAL from the date it was requested
>91DAY via ACCESS Checks. 18.42 $5.0000 $92.08
Charge per transmission for a
scheduled electronic delivery
IMAGE TRANSMISSION of a file containing check
PER TRANS images. 62.00 $20.0000 $1,240.00
Monthly maintenance charge
for Account Reconciliation
Processing accounts for the
CHECK INQUIRY ACCESS Checks Check
MAINTENANCE Inquiry module. 12.00 $4.0000 $48.00
Monthly maintenance charge
for ACCESS Checks delivery
RECON REPORT / of ARP Reconciliation Reports
STATEMENT MAINT and Bank Statements. 8.00 $0.0000 $0.00
Charge per item for an
exception item from Reverse
REVERSE POSPAY Positive Pay on ACCESS
EXCEPTIONS Checks. 385.42 $0.0500 $19.27
Subtotal $4,986.34
RECONCILIATION SERVICES
Monthly fixed charge for each
POSITIVE PAY account with Positive Pay
MAINTENANCE Services. 9.00 $0.0000 $0.00
Monthly charge for a Positive
PP NON RECON Pay account that is not
MAINTENANCE reconciled. 2.00 $8.0000 $16.00
Charge for each item in a non-
POS PAY WITHOUT reconciled Positive Pay
RECON ITEMS account. 10.67 $0.0000 $0.00
SERIAL 210118-ITN
Charge for each check
presented for payment on
accounts that subscribe to the
PAYEE NAME Payee Name Positive Pay
VERIFICATION service. 1,504.25 $0.0300 $45.13
Charge per item for each
Account Reconciliation
Processing exception item
reported to the client for their
EXCEPTION ITEM pay or return decision. 92.42 $1.0000 $92.42
Charge for a check that is
returned based upon a request
made by an Account
CHECK EXCEPTION Reconciliation Processing
RETURN client. 54.17 $10.0000 $541.67
Charge per image for capture
of all imageable transaction
items (paid checks, deposit
tickets, etc.) that are included
in the CD ROM Image Viewer
IMAGE CAPTURE PER or made available for viewing
ITEM online. 47,059.33 $0.0050 $235.30
Monthly charge for each
FULL RECONCILEMENT account on the Full
- MAINT Reconciliation service. 3.00 $15.0000 $45.00
PARTIAL Monthly charge for each
RECONCILEMENT - account on the Partial
MAINT Reconciliation service. 5.00 $10.0000 $50.00
Charge for each item
reconciled on an account that
FULL RECONCILEMENT has Full Reconcilement
- PER ITEM service. 5,004.58 $0.0200 $100.09
Charge for each item
PARTIAL reconciled and included on an
RECONCILIATION-PER account that has Partial
ITM Reconcilement service. 41,453.75 $0.0150 $621.81
Charge for each account on an
input transmission that has
ISSUE INPUT FILE WITH Account Reconciliation
RECON Processing (ARP) services. 102.42 $3.0000 $307.25
Charge for Account
Reconciliation check
exceptions that were in excess
EXCESSIVE ARP of 1% of the total monthly paid
REJECTS check volume. 1.00 $0.1500 $0.15
Charge for each item manually
keyed by Account
Reconciliation Processing
DATA ENTRY - MANUAL including any issues or voids. 20.75 $2.0000 $41.50
Charge for each Account
Reconciliation Processing
OUTPUT FILE output transmission. 105.17 $3.0000 $315.50
Subtotal $2,411.81
SERIAL 210118-ITN
WIRE - U.S.
Charge per transaction for a
debit to a client's account,
initiated via an electronic
banking system and processed
straight through without
operator intervention, which
ELECTRONIC FED DEBIT resulted in an outbound
S/T Fedwire. 19.58 $2.0000 $39.17
Charge per transaction for a
debit to a client's account,
initiated via an electronic
banking system and processed
straight through without
operator intervention, which
ELECTRONIC BOOK resulted in a credit to another
DEBIT S/T J.P. Morgan account. 2.92 $1.2150 $3.54
Charge for an incoming credit
received from another bank via
the Federal Reserve system
and processed straight through
FED CREDIT S/T without operator intervention. 175.92 $2.0000 $351.83
Charge for an incoming credit
received from another bank via
CHIPS and processed straight
through without operator
CHIPS CREDIT S/T intervention. 11.83 $7.0000 $82.83
Credit to customer's account
where the debit party was
another J.P.Morgan account
BOOK CREDIT holder. 22.27 $1.0000 $22.27
Charge for the notification of a
funds transfer debit forwarded
MAIL DEBIT ADVICE to the client via the mail. 5.33 $1.0000 $5.33
Charge for the notification of a
funds transfer credit forwarded
MAIL CREDIT ADVICE to the client via the mail. 20.92 $1.0000 $20.92
Charge per transaction for a
debit to client's account in
response to a Fedwire
DRAWDOWN FED DEBIT drawdown request. 2.17 $16.0000 $34.67
REPETITIVE Charge to store repetitive
INSTRUCTION payment instructions on the
STORAGE Bank's processing application. 26.00 $0.0000 $0.00
Charge for an investigation of
a Fed or CHIPS payment
RETURNED PAYMENT returned from the receiving
INVESTIGATION bank. 13.50 $30.0000 $405.00
Pass-through of Fed surcharge
on all Fedwire debit
FW SURCHARGE POST instructions received by JPMC
5PM RECEIPT after 5pm for settlement 1.75 $0.2100 $0.37
Pass-through of Fed surcharge
on all Fedwire debit or credit
instructions received by JPMC
FW SURCHARGE $10 that are greater than $10
MILLION+ D/C million 15.75 $0.1400 $2.21
SERIAL 210118-ITN
Pass-through of Fed surcharge
on all Fedwire debit or credit
instructions received by JPMC
FW SURCHARGE $100 that are greater than $100
MILLION+ D/C million 1.67 $0.3600 $0.60
Fee that JPM is charged per
transaction by the Federal
Reserve Bank for Fedwire
FED TRANSFER FEE debits and credits. 197.58 $0.0000 $0.00
Message fee per transaction
that J.P. Morgan is charged by
the New York Clearing House
CHIPS MESSAGE FEE for CHIPS debits. 12.42 $0.0000 $0.00
Subtotal $968.74
AUTOMATED CLEARING HOUSE
Monthly maintenance charge
ELOCKBOX for an ACH Receiver Services
MAINTENANCE Electronic Lockbox application. 1.00 $28.0000 $28.00
ELOCKBOX Charge for each ACH
TRANSACTION transaction received in an
RECEIVED eLockbox 7,042.75 $0.1100 $774.70
Monthly maintenance charge
per company ID for ACH Direct
ACH MAINTENANCE Send services. 42.00 $9.7500 $409.50
Monthly maintenance charge
per company ID for J.P.
JPM ACCESS ACH Morgan ACCESS ACH
MAINTENANCE services. 75.00 $10.0000 $750.00
Charge for each ACH debit
DEBIT ORIGINATED origination transaction. 166.67 $0.0180 $3.00
Charge per ACH debit
DEBIT ORIGINATED - transaction originated via J.P.
JPM ACCESS Morgan ACCESS. 74.25 $0.1000 $7.43
Charge for each ACH credit
CREDIT ORIGINATED origination transaction. 51,492.75 $0.0180 $926.87
Charge per ACH credit
CREDIT ORIGINATED - transaction originated via J.P.
JPM ACCESS Morgan ACCESS. 12,585.50 $0.1000 $1,258.55
Charge for each ACH credit
ACH ORIGINATED SAME transaction originated with
DAY CREDIT same day settlement. 6.44 $0.5000 $3.22
Charge for each addenda
ADDENDA RECORD record attached to ACH
ORIGINATED originations. 21,891.08 $0.0040 $87.56
Charge per ACH debit
DEBIT RECEIVED transaction received. 508.75 $0.0400 $20.35
Charge per ACH credit
CREDIT RECEIVED transaction received. 4,614.58 $0.0400 $184.58
Charge for each ACH return
transaction received and
RETURN ITEM processed by the Bank. 67.33 $0.7500 $50.50
SERIAL 210118-ITN
Charge for each eLockbox
Return item initiated via direct
ELOCKBOX RETURN - transmission, eServe or
ELECTRONIC Transaction Repair 16.83 $2.5000 $42.08
Charge for each Return item
reported online via the J.P.
RETURN NOTIFICATION Morgan ACCESS Special
- ONLINE Report module 59.50 $1.0000 $59.50
Charge for each Notification of
Change item reported online
NOTIF OF CHANGE - via the J.P. Morgan ACCESS
ONLINE Special Report module 17.33 $1.0000 $17.33
RETURN NOTIFICATION Charge for each Return item
- EMAIL reported via email 41.92 $1.5000 $62.88
Charge for each Return item
RETURN NOTIFICATION reported via direct
- TRANSM transmission 6.75 $1.7500 $11.81
Charge per company ID for
ACH origination files received
from client via direct
ACH BATCH/FILE transmission and/or service
PROCESSED bureau. 137.58 $2.0000 $275.17
Charge for a Deletion (Stop
Payment) or Reversal request
initiated via eServe or J.P.
DELETION / REVERSAL - Morgan ACCESS for an ACH
ELEC originated item 4.25 $5.0000 $21.25
Charge per report of
summary/receipt confirmation
TRANSACTION of ACH origination files
SUMMARY REPORT transmitted by client. 61.25 $6.0000 $367.50
Monthly maintenance charge
TRANSACTION BLOCK per block setup on ACH
MAINTENANCE Transaction Blocking. 110.00 $7.0000 $770.00
Monthly charge per
allowable/non-allowable
ACH TRANS BLOCK company ID for each account
AUTHORIZED ID on ACH Debit Block. 308.83 $0.5000 $154.42
Charge for each ACH
notification of change
NOTIFICATION OF transaction received and
CHANGE processed by the Bank. 18.33 $0.7500 $13.75
Charge for each Notification of
NOTIF OF CHANGE - Change item reported via
EMAIL email 13.83 $1.5000 $20.75
Charge for each Notification of
NOTIF OF CHANGE - Change item reported via
TRANSM direct transmission 1.40 $1.7500 $2.45
ELOCKBOX FILE Charge per transmission of
PROCESSING Electronic Lockbox data file. 20.83 $10.0000 $208.33
Subtotal $6,531.49
HOST TO HOST
PAYSOURCE MTHLY Monthly maintenance charge
MAINT (PER ID) per client ID for PaySource. 1 $100.0000 $100.00
Subtotal $100.00
SERIAL 210118-ITN
RECEIPTSTREAM/ENH REC SVCS
Charge per page for a
ReceiptStream formatted EDI
Summary or Detail level report
EDI EMAIL REPORT delivered via email. 49.92 $2.5000 $124.79
Charge per page for a
ReceiptStream formatted
EDI SUMMARY REPORT report at the payment level
JPMACCESS delivered through CUR. 53.33 $2.0000 $106.67
Charge per page for an
Electronic Data Interchange
remittance detail level report
formatted by ReceiptStream
EDI DETAIL REPORT and delivered via J.P.Morgan
JPMACCESS ACCESS. 245.42 $2.0000 $490.83
Subtotal $722.29
JPMORGAN ACCESS
Current segregated deposit
accounts on JPM Access will
ACCOUNTS REPORTED continue to be $0 234.00 $0.0000 $0.00
Monthly maintenance charge
for a J.P. Morgan ACCESS
Cash Balances and
Transactions Reporting
ACCOUNTS REPORTED account. 524.67 $9.0000 $4,722.00
Monthly account maintenance
charge for J.P. Morgan
MONTHLY SERVICE ACCESS. 16.00 $75.0000 $1,200.00
Charge per transaction loaded
to the J.P. Morgan ACCESS
Cash Balances and
TRANSACTIONS Transactions Reporting service
REPORTED - 45 DAY with a 45-day history. 47,150.25 $0.0400 $1,886.01
Charge per transaction loaded
to J.P. Morgan ACCESS Cash
Balances and Transactions
TRANSACTIONS Reporting with a 90-day
REPORTED - 90 DAY history. 38,464.08 $0.0400 $1,538.56
Charge per item for Extended
EXTENDED Transaction Detail loaded to
TRANSACTION DETAIL J.P. Morgan ACCESS. 213,602.33 $0.0000 $0.00
Charge per transaction for J.P.
Morgan ACCESS Account
ACCT TRANSFER ITEM Transfers. 320.67 $1.0000 $320.67
Subtotal $9,667.24
SERIAL 210118-ITN
BAI/SWIFT/ISO REPORTING
Charge per item for Prior Day
Check Transactions reported
H2H CHECK ITEMS in all formats on Direct
REPORTED Transmission. 2,969.92 $0.0400 $118.80
Daily Transaction Addenda
H2H TRANS DETAIL Detail reported in all formats
REPORTED on Direct Transmission. 46,956.42 $0.0000 $0.00
Charge per item for Prior Day
Non-Check Transactions
H2H NON-CHECK ITEMS reported in all formats on
REPORTED Direct Transmission. 14,542.92 $0.0400 $581.72
Charge per transmission for
BAI/SWIFT/ISO File
Management Services Direct
Transmissions. Charges are
H2H FILES incurred for each transmission
TRANSMITTED OVER 67 in excess of 67 per month. 62.50 $1.0000 $62.50
Monthly charge per account for
H2H ACCOUNTS reporting via BAI/SWIFT/ISO
REPORTED Direct Transmission. 35.00 $0.3070 $10.75
Monthly charge per account for
H2H ACCOUNTS reporting via BAI/SWIFT/ISO
REPORTED Direct Transmission. 79.00 $0.3070 $24.25
Subtotal $798.01
INTERNATIONAL SERVICES
DEPOSITED CHECK - Charge per check for
CANADIAN processing a Canadian check. 97.58 $4.5000 $439.11
Charge per check for a
FOREIGN CHECK Canadian check deposited and
RETURN - (CAD) returned unpaid. 3.38 $20.0000 $67.60
Subtotal $506.71
INT REC & PAY - RECONCILE
Long Term Viewing of data
and images on Receivables
Edge for lockboxes that have
been closed. DDA must
CLOSED LBX IMAGE remain open for billing through
VIEWING Account Analysis. 1 $20.0000 $20.00
Subtotal $20.00
INT REC & PAY - REPORT
Monthly maintenance charge
per lockbox subscribed to
Receivables Online Check and
Document Image Presentment
via web access. Checks and
RECEIVABLES MAINT - documents are available for
ONLINE same day viewing. 53.75 $28.1000 $1,510.38
Monthly maintenance charge
TRANSMISSION MAINT - per lockbox and/or per account
DATA for Data Transmission. 10.67 $106.2500 $1,133.33
SERIAL 210118-ITN
Charge per item for each
payment or invoice delivered in
a data transmission, each time
item(s) is delivered (e.g., if a
payment is included in two
TRANSMISSION PER transmissions, the volume will
ITEM - DATA be two). 115,979.92 $0.0060 $695.88
Monthly charge for a lockbox
TRANSMISSION MAINT - set up to transmit images to a
IMAGE client's in-house application. 3.00 $76.6667 $230.00
Charge per image for each
payment and document image
transmitted, each time the
image is transmitted to client's
TRANSMISSION PER internal system or to Web
ITEM - IMAGE Download Manager. 171,487.08 $0.0060 $1,028.92
Please refer to our JPM
Proforma where we
recommend that you move all
Extended Image Storage items
to your existing transmissions
EXTENDED IMAGE to reduce reporting service
STORAGE cost. 213,396.50 $0.0050 $1,066.98
Assessed first month for each
check image page for long
term storage in the bank's
archive for a lockbox
subscribing to Doc Image or
Receivables Presentment.
Includes initial month on high-
LONG TERM STORAGE - speed storage & 10 years in
CHECK tape archive. 64,996.25 $0.0200 $1,299.93
Assessed first month for each
document image page for long
term storage in the bank's
archive with Doc Image or
Receivables Presentment
subscription. Includes initial
LONG TERM STORAGE - month of high-speed storage
DOCUMENT and 10 years in tape archive. 92,332.92 $0.0414 $3,822.58
Monthly maintenance charge
RECEIVABLES MAINT - for a lockbox subscribing to
RETURNS Return Items Reassociation. 2.00 $15.0000 $30.00
SUBTOTAL $10,818.00
CHASE ONLINE SERVICES
Monthly charge for additional
CHASE CONNECT accounts over limit on Chase
ADDTNL ACCNT Connect 6.00 $10.0000 $60.00
Monthly charge for Chase
CHASE CONNECT Connect Premium Plus service
MONTHLY PACKAGE plan 1.00 $150.0000 $150.00
CHASE CONNECT BILL Charge per transaction for
PYMTS Chase Connect Bill Payments 336.08 $0.5000 $168.04
Charge per transaction for
CHASE CONNECT ACH Chase Connect for ACH
PYMTS-VENDOR payments to Vendors 1.56 $0.5000 $0.78
SERIAL 210118-ITN
Subtotal $378.82
BALANCE BASED CHARGES
Monthly Balance Base
Charges is calculated
(Average Positive Ledger
Balance x Charge Rate x
Number of Calendar Days in
BALANCE BASED the Month) / Actual Number of
CHARGES Days in the Year. 142,904,329.58 N/A N/A
Subtotal $0.00
TOTAL CHARGES $103,817.43
* Volumes are estimated. Actual volumes may be different based on activity and/or changes to County
procedures. Please note that our JPM Proforma rounded volumes provided by the county to the nearest whole
number, which is why there is a small discrepancy.
** Denotes a one-time service charge.
2.0 Loan Charges
ITEMS CALCULATIONS
Overdrafts Avg. Negative Collected Bal. x OD Rate x Actual Days in Cycle / Days in Year
OD Rate is JP Morgan Prime Rate
Registered Warrant Percentage JPM recommends the use of the line of credit to the fullest extent as outlined
Qualified in A.R.S. 11-604.01. If the credit line for the specific district has been
exhausted the bank will not be able to extend additional credit to that district
through the purchase of the registered warrant.
Unqualified
J.P. Morgan is offering a variable taxable interest rate to simplify the
administration of the credit lines for both the County and the Bank. This will
eliminate the need for Bank Qualified and Non-Bank Qualified distinction as
well as district requirements to provide letters of declaration on an annual
basis. This will also eliminate the need for the County’s preparation of 8038-
G tax forms. The interest rate offered will be the Bank’s Prime Rate. J.P.
Morgan’s prime rate is currently 3.25%.
Revolving Credit Line (Maricopa
County) Please refer to above
Revolving Credit Line (Maricopa Please refer to above
County School Districts)
SERIAL 210118-ITN
Warrant Float (Daily Average: Requires either collected funds equal to daily clearings, or daily uncollected
$30Million) funds usage is assessed at JPMorgan Prime Rate.
Avg. Investable Balance x ECR x Actual Days in Cycle / Actual Days in Year
Net Earnings Credit = Earnings Credit Allowance
JPMorgan is offering our Premium Managed Earnings Credit Rate (ECR)
currently at 0.23%. Excess Earnings Credits will be settled
semi-annually.
Collateral Charges Internal charges to JPM.
JPM will provide a one-month waiver of all account analysis fees from the
Additional Incentives start date of the new contract
JPM will provide a $25,000 credit for banking supplies to be used during the
first year of the contract
JPM will waive all implementation fees (excluding programming fees)
associated with moving from manual/paper processes to electronic
alternative processes for the length of the contract
JPM will provide up to 15 additional remote deposit scanners at no cost over
the life of the contract
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EXHIBIT B – SCOPE OF WORK
Note – Specifications for the Scope of Work, as originally set forth in the ITN and reproduced below,
shall be provided, or performed by the Contractor in the manner as modified in the
corresponding response.
1. INTENT
1.1. The Maricopa County Board of Deposits (Supervisors) and the Treasurer of Maricopa
County (Treasurer) the Contractor located in Maricopa County to perform the duties of a
servicing bank (bank). Those duties are outlined in this document.
As required by the Arizona Revised Statutes (A.R.S.), the Contractor is authorized to
engage in the banking business, as set forth in A.R.S. § 6-201. Such eligibility is based on
having a minimum total capital structure of $10 million and having resources of at least
$100 million. The bank must be in a sound financial position. The Contractor will meet the
requirements of A.R.S. § 35-325 (A), (B), and (C).
1.2. Other governmental entities under agreement with Maricopa County (County) may have
access to services provided hereunder (see also Sections 7.0 and 8.0 of the contract).
1.3. MOVING FORWARD
In 2014, the Maricopa County Treasurer’s Office embarked on a project seeking a
system/solution to replace the now 32-year-old Treasurer’s Information System (TIS). The
first phase of the project was deployed in February 2018, replacing the legacy accounting,
investment management, debt management, and accrual allocation systems. The second
phase of the project is in progress, consisting of new systems for property tax, client
services, cashiering, eGov (websites), electronic document management, along with
supporting data warehouse, interfaces, and reporting. These systems are utilized in
carrying out responsibilities to manage cash for County departments, school districts,
special health care district, and other special districts in serving as the ex officio tax
collector and collector of property taxes for distribution to the State, County, cities/towns,
community college districts, school districts, and special districts. The current TIS remains
the critical component in the Treasurer’s Office’s ability to perform its principal duties of
receiving, recording, safeguarding, investing, and disbursing cash of these entities.
The bank acknowledges the Treasurer’s Office system replacement and the potential
impact a new system could have on current processes and interfaces.
2. SCOPE OF WORK
2.1. The Treasurer will deposit cash and checks with the bank daily. The deposits represent tax
payments or revenues to the County and/or any of its political subdivisions. Additionally,
the Treasurer will deposit with the bank large United States Treasury, State of Arizona, or
taxpayer checks immediately upon receipt to expedite the use of the funds the next day.
This may result in more than one deposit per day. The Treasurer may deposit large dollar
checks with special handling procedures to assure these are “collected funds” as
expeditiously as possible. The Treasurer also receives large payments electronically that
require detailed payment information for processing. General volume information regarding
the Treasurer’s account is as follows:
2.1.1. Amount of Annual Deposits: Approx. $10 Billion
2.1.2. Number of Annual High-Speed Warrants Processed: Approx. 480,000
2.1.3. Number of Annual Low Speed Warrants Processed: Approx. 4,600
2.1.4. Number of Annual Checks Processed: Approx. 20,000
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2.2. Costs to the County for banking services are subject to the requirements of A.R.S. In the
event that the contract differs from the applicable statutes, the statutes shall prevail.
The County can continue to deposit checks and cash in the same manner with J.P. Morgan as it
does today.
J.P. Morgan offers a variety of check and cash deposit methods. For deposits of less than $10,000
in cash per day, the County can continue to make deposits at our commercially enabled local
branches. For deposits over $10,000 in cash, we recommend the use of our vault deposit services.
Deposit cutoff times
The County will receive same-day funds availability for cash deposits, incoming wire, ACH transactions
and checks drawn on J.P. Morgan. The cutoff time for each transaction is detailed below.
Deposit cutoff times
Cash deposits
Branch deposits Times vary by location, but are typically between 5:00 p.m. and 6:00 p.m. MT.
Branch night drop 7:30 a.m. MT.
deposits • Select branches offer a second opening in the early afternoon. Deposit
cutoff times are clearly indicated on the face of each depository, as
required by law.
ATM deposits 8:00 p.m. MT.
Deposit cutoff times are clearly posted at each ATM.
Vault1,2 Our Phoenix, AZ vault has the following cutoff times:
• Cash-only deposit: 6:00 p.m. MT
• Mixed (cash and check): 6:00 p.m. MT
• Check-only: 6:00 p.m. MT
Check-only deposits
Remote deposits 7:00 p.m. MT, with same-day ledger availability based on endpoint.
(including mobile)
Electronic deposits
Wire transfers Wire transfers are credited and available in near real time throughout the day.
The cutoff time for incoming credits is the close of Fedwire, which is 3:00 p.m.
MT.
ACH For ACH credits, the County will receive availability (memo post) for ACH
collection on opening of the business day on the settlement date. A hard post
of the funds will occur at the end of the business day.
For ACH debits, any same-day originations will be settled at the end of the
business day.
(1) We regularly review vault activity as a business practice, which may result in openings, closings, and
changes to cutoff times
(2) Coin deposits greater than $10.00 may be credited to your account on a delayed basis.
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Funds availability
With one of the largest check-clearing networks in the country, the County can continue to take
advantage of J.P. Morgan’s accelerated funds availability. We clear more than 99% of all deposited
checks as images through approximately 22,000 endpoints.
The availability schedule determines availability for each item. Availability is based on the drawee
bank routing/transit number, the time the deposit is processed, fractional float assignment, and in
some instances, the dollar amount of the item. Please see Exhibit D for our fund’s availability
schedules.
Electronic deposit information
We have several options available to the County which can facilitate the County’s efforts reconciling
incoming ACH transactions.
● Access Online: Internet information reporting product provides balance and transaction detail
reporting. Incoming and outgoing ACH transactions will appear on the transaction detail reports
with consolidated and detailed credit(s) and/or debit(s) information. ACH detail and other origination
information is also available within the Payment and Template reports.
● Host-to-Host Connectivity: This service can be established to send the County various types of
incoming files, including ACH file acknowledgements and return items, in a standardized format.
● ACH eLockbox: Delivers consolidated posting and detailed reporting of incoming ACH credit
activity to J.P. Morgan demand deposit account(s). Credit activity can include consumer bill
payments, civilian allotments from bill payment processors and various government agencies and
Treasury/government payments. Incoming ACH items are marked by the originator for deposit with
accompanying addenda detail provided as specified by the County.
● Access Transaction Services: Access Online gives the County access to ACH transaction
information, help initiate investigations, receives responses, and generates analytical reports.
Access Online stores 15 months of history and enables the County to obtain either summary or
payment details on originated transactions. It also enables the County to send reversals and/or
reclaims securely and can also be used to retrieve ACH returns and obtain a Reversal/Reclaim
report. Additionally, it allows ACH eLockbox clients to review 180 days of transactions received and
electronically return any transactions that cannot be applied. The County can submit a notification
of change (NOC) to correct future transactions.
ACH Reconcilement Service: ACH reconcilement services facilitate automatic reconcilement of
U.S. domestic ACH payments initiated through various J.P. Morgan channels against
corresponding transactions posted to client DDAs. Replacing single, generic offsets, this solution
delivers BAI2-formatted information about originated batches or items directly to treasury software
systems. This information is also available on Access Online.
A.R.S. requirements
J.P. Morgan acknowledges costs to the County for banking services are subject to the requirements
of Arizona Revised Statues and agrees that in the event that the contract differs from the applicable
statues, the statues shall prevail to the extent binding upon J.P. Morgan in its performance of
services under the Contract.
J.P. Morgan is required to know its customer and to adhere to policies and procedures intended to
meet those regulatory requirements that apply to safety and soundness and to fight against the
funding of terrorism, money laundering and sanction related activities including performing certain
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transaction screenings. This means J.P. Morgan will request information about the County and its
management and those having authority to transact business with J.P. Morgan in order for
J.P. Morgan to comply with its policies and procedures. This is an ongoing requirement and the
provision of services pursuant to this proposal and any additional products or services that may be
requested is subject to and conditioned upon the ongoing satisfaction of those policies and
procedures and compliance by the County with applicable law with respect to the services provided
and J.P. Morgan’s policies of which the County is informed.
2.3. BANKING ACCOUNTS
2.3.1. The Treasurer currently administers multiple accounts in addition to the main
servicing bank account. The servicing bank shall provide the Treasurer a block of
accounts assigned to Maricopa County to facilitate new account openings. The
servicing bank shall provide an earnings credit based on all collected account
balances. Maricopa County currently utilizes compensating balances to pay for the
majority of its services. Please indicate in your proposal how earnings credits are
calculated. Any unused credits shall carry forward to future months within an
established Maricopa County Treasurer’s Office (MCTO)/Servicing Bank analysis
billing cycle. If hard dollar charges are issued in any application, those charges
must be identified The Treasurer’s office will verify bank charges. Any
discrepancies will be resolved with the bank before submitting payment. Once a
payment has been received by the bank, no adjustments to the invoiced amount
shall be made unless agreed upon by both parties.
The County will continue to receive J.P. Morgan’s premium managed earnings credit rate (ECR)
currently at 0.23%. The County can continue to utilize a six-month invoice period that will allow you
to carry any excess ECR earned each month. Unused earning credit will expire at the end of the
six-month invoice period.
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
Discrepancies and adjustments
You should notify the bank in writing of any errors within sixty (60) calendar days after the statement
is mailed, transmitted, or made available online.
Details of adjustments to prior periods are provided in separate sections of the current analysis
statement and labeled as such in the Financial Recap section.
The County should notify J.P. Morgan in writing of any errors or not receiving an account analysis
statement within 60 calendar days after the statement is made available.
Errors are researched thoroughly so appropriate adjustments can be applied to the account.
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2.3.2. Overdrafts
Warrant clearing accounts (see Sections 2.4.3; 2.4.4) will have an anticipated
negative balance as a result of the one business day delay on the bank accepting
the warrant and the Treasurer reimbursing the bank. No other fees, offsets,
calculations, or charges will be imposed on these negative balances.
The County can continue to utilize your current overdraft netting arrangement where balances held
in the warrant compensating balance account enable you to avoid negative balance fee
assessments against the daily warrant clearings account. Should the ending balance across the
netting arrangement have an end of day (EOD) negative collected balance, the negative collected
balance fee would be assessed. Interest and overdraft fees can be offset by earnings credit and
may be assessed on a per-occurrence basis.
The formula for the negative collected balance fee is as follows. Your current overdraft rate is Prime
plus 0.00%.
Negative collected balance fee calculation
(Negative collected balance x overdraft rate x number of days overdrawn)
360 days
There will not be a per occurrence fee for each individual item resulting in overdraft when paid or
returned.
2.3.3. Warrant/Check Status Updates
The Treasurer will electronically notify the bank of any status changes before the
warrant/check is presented. The bank shall provide an online portal verifying real-
time warrant/check status.
The County can continue to submit warrant/check files electronically, including voids and deleted
items, in the same manner as you do today.
In addition to the daily image and warrant/check presentment files you receive, the County can also
use the Checks Paid Report, available via Access Online, to view details of checks clearing your
accounts.
2.3.4. Bank Balance Information
2.3.4.1. The bank must provide a system, accessible by a secure online
connection, which shall include access to all of the Treasurer’s account
information residing at the bank. This includes internal accounts of which
the Treasurer is a signer and external accounts for which the Treasurer,
Department of Finance, and other County departments require read-
only access.
The County can continue to utilize Access Online to retrieve real-time and previous day posting of
information each business day. The cash position of accounts can be viewed in an online, secure
environment. Current day information is updated throughout the business day for designated
accounts.
It also provides access to useful information that can aid in planning funding and investment
strategies, including top-line summaries, detailed transaction records and historical reports for up
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to two years. User entitlements can be managed to control access to accounts and reports as
required by the County.
The bank does provide access to archived check images and bank statements for up to 7 years;
however, there has always been a 2-year limit for immediate/prior day transactional reporting, and
this will continue to be the case going forward. In other words, nothing changes from the current
reporting service arrangements.
Reports include:
● Balance and Transaction Report
● Interactive Transaction Report
● EDI Report
● Returns and Exceptions Report
● Payment and Template Reports
2.3.4.2. Bank balances shall be available by 5:00 a.m. of each business day via
the electronic data system.
Although established prior-day reporting is made available by 7:00 a.m. MT, the County is aware
that the information is routinely available earlier, meeting your requirements.
2.3.4.3. The Treasurer shall have the ability to transfer funds electronically
between all of its internal accounts.
The County’s authorized users can continue to utilize Access Online to enter transfers to and from
the County’s J.P. Morgan accounts in a secure online environment 24/7.
Access Online allows your authorized users to:
● Move funds quickly and easily between accounts.
● Initiate free-form transfers.
● Create, save, and reuse templates with the multiple entry feature.
● Access current-day and historical transactions.
Transactions received after 8:00 p.m. MT are applied the following business day
2.3.4.4. The bank shall provide online access to account information including
balance reports with debit and credit totals, and account statements with
descriptions of the items on such statements (e.g., daily statements).
The County’s users can continue to utilize Access Online to access various reports which provide
debit and credit totals, account statements and other information. Several master reports form the
foundation of Access Online centralized reporting capability. Each format can be customized to
create reports tailored to specific needs.
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Access Online reports
Balance and • Includes top-line balance and transaction summaries, detail transaction
Transactions records and time-specific data
Report • Available for current-day, prior-day, and date-range periods
• Choose from many layouts: account, summary and detail, summary only,
detail only, or location
• Includes check/deposit ticket images, transaction note entry, and
Lockbox and deposit float reporting, and sorting and drilldown capabilities
to view additional transaction details
• Customize the filters and view as a Location Report that captures deposit
information from each of your locations
Checks Paid • Detailed view of check transactions that have cleared through
Report J.P. Morgan accounts
• Data is available for current-day, previous-day, and date-range periods
• Also includes sorting options and drilldown capabilities to view check
images and additional transaction details
Returns and • Detailed view of return items, including check returns, Automated
Exceptions Clearing House (ACH) returns and ACH notification of changes (NOC)
Report • Run the report using the default date, account and transaction settings or
customize it by choosing desired criteria and settings
• Includes sorting options and drilldown capabilities to view check return
images
Wire Detail • Detailed view of incoming and outgoing wire transactions by account or
Report date for completed CHIPS, book, and Fed payments
Payment and • Provides both summary and detail reporting of payments and templates
Template • Can include payments sent, in-process or future-valued
Reports
• Template reporting includes summary and detail reports of templates,
either active or in-process
EDI Reports • Provides detailed remittance and invoice information for electronic
(prior day only) receivables or payments for a specific settlement date in Adobe PDF or
ANSI X12 820
In addition to the standard reports listed above, the County can continue to utilize Interactive
Reporting which enables you to customize how to view or download reports. These intuitive
features include the ability to move, show or hide columns within the report, sort columns on the
fly, use J.P. Morgan’s web search tool to filter data and add graphs or charts to quickly see trends.
By viewing each change as it is made, the interactive report makes it easier to tailor to your specific
needs. Once customized, the County can schedule reports for automatic generation (PDF, XLS).
2.3.5. Monthly Statements
An electronic monthly statement shall be prepared by calendar month and will be
required to be submitted to the Treasurer or designee by the fifth business day of
the following month for all internal Treasurer accounts. External accounts shall
receive their own monthly statement separately. The Treasurer shall identify the
internal Treasurer account list for proper invoicing.
The 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 will be included on the statement, as well.
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2.4. WARRANTS PROCESSING
2.4.1. The County uses two types of warrants: “high speed” and “low speed”. The warrant
types will have separate clearing bank accounts for processing warrants.
Acknowledged
2.4.2. The Distinction between High Speed and Low Speed Warrants
2.4.2.1. High speed warrants presented for payment are verified and processed
electronically by the Treasurer’s Office with the assistance of a warrant
master file and the positive pay files submitted to the bank. High speed
warrant information is submitted to the Treasurer by electronic
transmission from the bank daily. The Treasurer will process and return
information pertaining to payment, credit line borrowing, and warrant
registration by the same medium. No other analysis or other charge shall
be assessed for these transmissions.
J.P. Morgan agrees to the requirements listed in Question 2.4.2.1 with pricing
handled as it is today, and as listed in Exhibit A, Pricing Sheet.
2.4.2.2. Low speed warrants are issued by smaller governmental entities, such
as special improvement districts, volunteer fire districts, etc. The
Treasurer’s Office will employ a manual process using the data received
from the bank to validate presented low speed warrants. The low speed
warrants are reserved for only the accounts that issue very few warrants
on a daily basis. The low speed warrant file should be submitted to the
Treasurer electronically. The warrant images are reviewed individually
via the online banking service. In lieu of this manual review procedure,
the Treasurer desires a TIF image file of the warrants submitted with the
data file for review. The Treasurer will pay the bank upon the receipt of
approved warrant documentation.
Acknowledged
2.4.3. High Speed Warrant Processing
2.4.3.1. High Speed warrant numbers are currently 10 digits in length with the
first three digits defining the issuer of the warrant. The remaining seven
digits of the warrant number are the variable warrant numbers for the
entity. The County Treasurer controls the warrant numbers for all of
these entities (see Exhibit 4 - Examples of High-Speed Warrants).
Confirmed. J.P. Morgan can continue to accept the current high-speed
warrant formatting provided by the County.
2.4.3.2. The County, school districts, and some special districts submit warrant
issue files to the Treasurer’s office. The warrant files must include all
necessary details of the issued warrants required by the Treasurer’s
financial system. Once the file meets the standards of the Treasurer’s
Office, the file is loaded into the Treasurers’ system. Positive pay files
are then created by the Treasurer’s Office and uploaded to the bank.
J.P. Morgan can continue to support the County’s daily warrant process,
as described above.
An overview of our positive pay process is provided directly below in
response to Question 2.4.3.3.
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2.4.3.3. The bank will process the warrants submitted and identify any warrants
that are exceptions to the positive pay file provided by the Treasurer’s
Office. The Treasurer’s Office will review and decide which exceptions
to present for payment or return. The warrants that are approved will be
received and processed as noted below. Counterfeit, previously paid,
illegible, and other exceptions will be returned unpaid.
The County can continue to process high speed warrants as you do today by utilizing our positive
pay service through Access Online.
Positive pay
Our Internet delivery channel continues to provide the County with a foundation for secure and
traceable communications between you and J.P. Morgan using standard browser software.
Access Online enables you to use the Internet to review digital images of all exception items and
provide instruction to pay or return each item from a single page. Payee name exceptions are
conveniently delivered along with all other types of exceptions, so you easily employ the most up-
to-date fraud protection services. Email notification offers a convenient way to know when
exceptions are available for review. For your convenience, images of exception items are also
available via mobile devices using Access Mobile.
1) With Access Online positive pay, you provide us with a positive pay issue file containing check
amounts and serial numbers. Simply supply issue data to us via file transmission, online upload
or manually entry into Access Online. The deadline for you to submit manual entry or file upload
via Access Online is 8:30 p.m. MT. The deadline for you to transmit check issuance files via
direct transmission to the bank is 8:45 p.m. MT.
2) Daily checks presented are then systematically compared against your positive paycheck issue
file. We review and scrub any exceptions to verify that there are no mis-encoded items.
3) Access Online generates an exception report the next business day that identifies any
mismatched or no-issue information on file items. A notification is emailed based on your
defined email groups at the beginning of the following business day. Your authorized user(s)
are provided the report of exceptions upon log on for pay/return decisioning.
4) The exception items report provides both a front and back image of each item. Your authorized
users simply click on the check number of each item to view front and back check images.
They 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. You receive an online
confirmation indicating the submission was successful, which is saved electronically, or you
can print it for future reference. This functionality requires no special software.
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Positive pay exception decision entry
Figure 1
Payee verification—How it works
We also recommend using positive pay payee verification to provide an additional layer of fraud
prevention protection. For payee verification, you provide the bank with payee names in your check
issue file transmission, online file upload or by manual entry on Access Online.
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 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 in the daily positive pay exception reporting for decisioning.
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J.P. Morgan’s Positive Pay with Payee Verification
Figure 2
Teller line positive pay—How it works
Teller line positive pay is the strongest defense available to prevent check fraud. Within one hour
of receipt of the issue file, we update our teller line system. 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.
Please note--we strongly recommend our positive pay services to protect against check fraud.
Every depositor has an obligation to take reasonable steps to prevent fraud on its accounts. For
that reason, J.P. Morgan offers clients a positive pay service, which allows you to notify the bank
of certain information regarding issued checks for comparison with checks presented to us for
payment. Under applicable provisions of the Uniform Commercial Code, courts will assess liability
for losses between the bank and bank’s client based on the degree to which each party's failure to
exercise ordinary care contributed to the loss. J.P. Morgan believes that ordinary care requires
clients to use positive pay to help prevent third-party fraud on their accounts.
JPM Clarification: In an effort to protect the County from risk of loss, the Bank strongly encourages
you to use the tools, controls and procedures we offer, including positive pay and other fraud
prevention services for check writing. These tools help prevent the payment of unauthorized or
altered checks from your accounts.
Ultimately, the County is responsible for determining how best to protect itself against fraud
activities and for ensuring that only checks you issue based on your internal procedures are paid
from your accounts. You increase the risk of fraud losses if you fail to use appropriate and available
fraud-prevention tools or services that would have detected unauthorized activity.
Should you elect not to use our recommended fraud prevention services, you will be liable for
losses if an unauthorized or altered check item is paid from one of your accounts.
County Response: We still have some concerns about how the Positive Pay will work and the
potential cost to the various schools/County agencies. This will be a new process and wasn’t a
problem until last year. Therefore, we will have to notify all entities that issue warrants and let them
know of the new rules, get samples of each warrant type and have them tested to insure that the
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format is correct and then have all of the entities check to insure that the name on the warrant is
the same as the warrant file. We would like to have further discussion to determine the timeframe
and process to implement this new process and request the assistance of Chase by testing our
current warrants to see which warrants would reject due to format problems.
JPM Follow Up Response: We note that the County currently uses standard Positive Pay on many
of its accounts (including the Warrant Account ending in 9493) but we would encourage a full review
of all accounts to help the County better determine proper fraud prevention. Standard Positive Pay
evaluates amount, date of issuance, and serial number, whereas, Positive Pay with Payee Name
Verification further matches the name written on the check to the payee name on the file submitted
to the bank. Please note, the bank is not requiring Positive Pay with Payee Name Verification, but
strongly encourages its use for all of our clients as an additional level of protection against check
fraud in an effort to mitigate any future losses.
As check fraud continues to be a primary contributor to fraud losses for clients, we look forward to
continuing our discussions on this subject, as we have done in past months, in an effort to best
protect County funds. We will work diligently with the County to determine implementation
timeframes and required testing, to ensure fraud prevention tools such as Positive Pay with Payee
Name Verification would work to your benefit.
2.4.3.4. The bank shall transmit the warrant information of all valid warrants to
the Treasurer. The Treasurer will load the presented warrant information
in the Treasurer’s system. The Treasurer will compare the warrant
information as received from the bank to the detailed information
received from County departments, school districts, and special districts
that issued the warrant. Any discrepancies will be promptly researched.
Warrants that are valid warrants but have bank processing errors will
not be paid by the Treasurer’s Office until the warrant has been
corrected and accurately presented. The Treasurer’s system will also
determine if there are sufficient monies (cash or available credit) to
cover the warrants presented. Credit line advances and “registered”
warrants will be identified when the warrants are processed on the
Treasurer’s system. The registered warrants and any discrepancies will
be adjusted from the current day’s warrant payment to the bank.
J.P. Morgan acknowledges the County’s warrant process as described
above and understands that warrants and any discrepancies will be
adjusted from the current day’s warrant payment to the bank.
2.4.3.5. If a warrant is “registered,” only a computer-generated file is submitted
to the bank for processing. The actual warrants or an Image
Replacement Document (IRD) will not be submitted to the bank as
collateral for the registered borrowings.
J.P. Morgan acknowledges that if a warrant is “registered”, only a
computer-generated report is submitted to the bank for processing and
that the actual warrants are not resubmitted to the bank as collateral for
registered borrowings. The County is required to return the warrant
unpaid “refer to maker” through the positive pay service via Access
Online. We recommend the use of the line of credit to the fullest extent
as outlined in A.R.S. §11-604.01. If the credit line for the specific district
has been exhausted, J.P. Morgan will not be able to extend additional
credit to that district through the purchase of the registered warrant.
2.4.3.6. The Treasurer will not pay any warrant until the warrant is presented to
the Treasurer. In lieu of presentment of a physical warrant, the bank will
present an electronic image of the warrant. The bank shall retain the
warrant image for not less than six years. If the image submitted to the
Treasurer is not legible, a readable copy must be provided at no
additional cost. If a legible copy cannot be provided, then the warrant
will not be considered properly presented and will not be paid. Warrants
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converted to an Automated Clearing House (ACH) payment will not be
paid if a proper image is not available for validation.
J.P. Morgan will continue to deliver electronic images to the County by
7:00 a.m. MT the day after presentment. We retain electronic copies of
paid items for seven years from the date of processing, which exceeds
the County’s minimum four-year retention policy.
With the growth of Image Replacement Documents and image
exchange, we receive over 99.99% of cleared items electronically. We
will work to the extent possible to assist you whenever the image is not
legible. If a readable copy is available, J.P. Morgan will provide it
according to Exhibit A, Pricing Sheet.
2.4.4. Low Speed Warrant Processing
2.4.4.1. Low speed warrants are issued by small special districts in Maricopa
County. The Treasurer’s Office does not receive any prior notice of
these warrants, so no positive pay file is remitted to the bank. The
Treasurer’s Office will approve the low speed warrants in a reverse
positive pay process.
The County can continue to review and approve low speed warrants in
the same manner as they do today.
2.4.4.2. Files containing the paid low speed warrants and corresponding images
shall be transmitted electronically to the Treasurer daily, separate from
the high-speed warrant transactions.
J.P. Morgan understands this requirement and will continue to provide
paid, low-speed warrants and corresponding images via transmission to
the Treasurer separately from the high-speed transactions.
The bank will continue to provide a paid data file transmission and a paid
image file by 7:00 a.m. MT. The data file allows the County to
electronically sort the warrant data in check number sequence order.
Image files consist of a check index file and individual files for each
check image. The check index file contains detail records of all checks
paid (image file name, warrant number, warrant amount, account
number, etc.) for the image files within the transmission. By using the
unique file name for each warrant image, the County can efficiently
manage image files so that the physical check number sequence is not
required.
2.4.4.3. The low speed warrant images will be reviewed and approved if the
warrant number, signatures, date, etc. are correct. Any exceptions may
be corrected or returned. Any required corrections will be communicated
to the bank so that the corrections can be made. Corrected warrants
shall be presented again for payment.
J.P. Morgan acknowledges the County’s warrant review and approval
process as described above. The bank can continue to accept your
required corrections so that those corrections can be made, and
warrants represented for payment.
2.4.4.4. The low speed warrant files (paid warrants and images) must be in a
readable format to be imported by the Treasurer’s Information System.
J.P. Morgan can continue to provide low-speed warrant files in a
readable format to be imported into the Treasurer’s information system.
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2.4.4.5. The Treasurer’s payment of the low speed warrants processed by the
bank shall be paid against the clearing account that the warrant was
originally processed against.
J.P. Morgan can continue to comply with this requirement.
2.4.4.6. The low speed warrant clearing account shall be reconciled by the bank.
All warrants that are properly presented and approved will be paid and
all other warrants should be researched and adjusted.
J.P. Morgan acknowledges this requirement and can continue to
reconcile the low-speed warrant clearing account, pay properly
presented and approved warrants, and research and adjust all other
warrants.
Full reconciliation
The County can continue to receive a reconciliation of outstanding and paid checks, with the option
of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your
needs. You provide us with detailed check issue data, including account numbers, check numbers,
issue dates, dollar amounts and reference information (up to 15 bytes). The County chooses how
you wish to supply this data: In a file transmission or by upload or manual key entry to Access
Online, as warranted by the check activity in each account.
With check issued data, J.P. Morgan will continue to perform a full reconciliation of activity in the
account, delivering a reconciliation report package online via Access Online. Your current standard
full reconciliation package contains an account statement, balance sheet, paid and outstanding
check listing, plus a summary including check number, issue date, amount paid and paid date.
2.4.5. Credit Line
2.4.5.1. The Treasurer requires the bank to establish and utilize a line of credit,
pursuant to A.R.S. § 11-604.01(A), the amount of which will be agreed
to between the Treasurer and the bank, to pay any warrants for which
sufficient funds do not contemporaneously exist to cover the amount of
the warrant. The amount used to cover these warrants shall be treated
as an advance against the line of credit and shall be recorded as a
borrowed amount for each district.
J.P. Morgan is willing to evaluate and establish a line of credit for the County based on a reasonable
standard of creditworthiness as determined by the bank. Lines of credit cannot exceed the
provisions contained in A.R.S §11-604.01(A). The following financial information is required
annually (at minimum):
● Annual financial statement
● Current adopted budget
The County will be responsible for combined legal costs for outside counsel to prepare the credit
line documents to not exceed $17,500. This cost covers the County’s individual direct credit line as
well as the second master credit line in support of the districts.
J.P. Morgan is offering a variable taxable interest rate to simplify the administration of the credit
lines for both the County and the bank. This will eliminate the need for Bank Qualified and Non-
Bank Qualified distinction as well as district requirements to provide letters of declaration on an
annual basis. This will also eliminate the need for the County’s preparation of 8038-G tax forms.
The interest rate offered will be the bank’s prime rate. J.P. Morgan’s prime rate is currently 3.25%.
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JPM Clarification: The Bank is moving away from tax-exempt credit lines due to increased capital
charges associated with line commitments and to simplify the documentation process for both
parties involved. Tax-exempt credit lines under the current contract were based on a percentage
of prime for BQ and NBQ borrowers. The taxable pricing being offered with this proposal is
JPMorgan’s prime rate, floating, which is currently 3.25%.
In light of the county’s willingness and ongoing collaboration to reduce seasonal commitment
amounts, we are continuing to offer these facilities without commitment or unused fees, which are
common for commercial lines of credit.
Additionally, per the current agreement and State Statute, tax exempt lines of credit contain a
default rate of 10%, whereas under the proposed agreement, the taxable default rate will be limited
to 110% of the average prime rate of the State’s three largest financial institutions.
County Response: Can you confirm if the normal rate is 100% of prime and when is 110% of the
prime rate used? If possible, can it be stated that the penalty rate is 110% of prime and not exceed
10%?
JPM Follow Up Response: The Interest Rate will be 100% of Prime. The Default Rate of 110% of
Prime would be imposed if an Event of Default occurred as specified in the loan documentation.
We are agreeable to a 10% maximum on the Default Rate for this contract term.
2.4.5.2. Currently, there is a $35 million credit line established for Maricopa
County. The credit line has not been used for many years; however, the
County desires to maintain the line for any future needs.
J.P. Morgan can continue to comply with this requirement.
2.4.5.3. A second master credit line has been established for all other entities in
Maricopa County. The master credit line establishes an approved limit
under which all other entities operate. The master credit line has sub-
credit lines and related limits for each qualifying entity (school or special
district). The master credit limit is established based on the expected
demands of all sub-accounts combined, which can be less that the total
of all sub-credit limits at the discretion of the bank. The bank must have
readily available credit personnel to make increases to the individual
sub-limits for districts or the master limit that same day, if needed, to
avoid delays causing registration of warrants. The bank documents shall
be drafted to allow these administrative adjustments to occur between
the Treasurer and the bank and still operate within the defined
parameters of the bank contract that is approved by the Board of
Supervisors.
J.P. Morgan is willing to evaluate and establish lines of credit for all other entities based on a
reasonable standard of creditworthiness as determined by the bank. Lines of credit cannot exceed
the provisions contained in A.R.S §11-604.01(A). The following financial information is required
annually (at minimum):
● Annual financial statement
● Current adopted budget
J.P. Morgan will be unable to prepare tax forms related to interest costs incurred by the entities
under this contract.
2.4.5.4. Warrants are presented to the Treasurer by the bank daily. The
Treasurer will process the warrants and will determine which of the
entities (County, schools, or special districts) do not have sufficient
monies in their respective funds to cover the warrants presented. If the
entity has established a credit line and has available credit, then monies
are borrowed to cover the warrants presented. A credit line advance
request is completed and signed by an authorized signer and remitted
to the bank. The advance form will include the entity, the credit line loan
number, and the requested credit line amount for that entity. The credit
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line borrowing shall be credited to the Treasurer’s Servicing account on
the date the request is submitted.
The County can utilize Access Loans to manage your warrant lines. Access Loans allows the
County to:
● View account balances and availability of eligible loans
● Generate reports in Adobe PDF format for up to one year in history
● View loan statements for up to two years in history
● Submit LIBOR loan renewals/initiations online
● Submit loan advance requests and pay down loans
JPM Clarification: In an effort to bring to the County more efficiencies, ACCESS Loans is a new
client offering to allow online access to the County’s credit line activities through our existing bank
portal, JPMorgan ACCESS, and provides a time-saving way to view current balances and manage
other aspects of the credit lines. If the County wishes to remain with the current process, you are
certainly able to do so.
2.4.5.5. When entities receive monies, the Treasurer’s office will calculate a
credit line payment. The principle and interest amount to be paid will be
determined and a payment request will be signed by an authorized
signer and submitted to the bank. The interest rate (qualified or non-
qualified) for each entity shall be utilized to calculate the appropriate
interest amount due. The interest shall be calculated as follows: principle
amount borrowed X the approved interest rate X number of days/365.
Acknowledged
2.4.5.6. The use of the line of credit under this paragraph shall be accomplished
and recorded electronically. Such information shall be transmitted to the
Treasurer in a format determined by the Treasurer.
J.P. Morgan can continue to comply with this requirement.
2.4.5.7. Due to a lack of complete synchronicity between the bank’s information
technology system and that of the Treasurer, minor discrepancies may
occur from time to time in the computation of interest. To the extent that
a discrepancy arises, the calculation by the Treasurer’s Office shall
prevail.
J.P. Morgan will continue to work closely with the Treasurer’s Office to
mutually agree upon and resolve any discrepancies.
JPM Clarification: We will comply so long as the Treasurer’s calculation
follows the parameters outlined in the credit agreement and promissory
note governing the warrant credit lines. We kindly request the
opportunity to meet with the Treasurer’s Office to thoroughly understand
any discrepancy. As part of our analysis to understand the discrepancy
we will need to verify advance dates, payment dates, borrowing rates,
borrowing amounts, and other pertinent details as determined by the
Bank in the Treasurer’s system of record.
2.4.5.8. On July 1st of each year, any unpaid credit line balance will be identified
and tracked as delinquent from the prior year credit line borrowing
agreement. The bank shall add a two-month grace period following the
initial due date of the credit line from July 1st to August 31st for these
remaining balances. During this grace period, only the qualified or
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unqualified rates (as identified for each district) shall be charged.
Starting September 1st, any amounts not paid from the prior year line of
credit agreement shall then bear an interest rate of 10 percent per
annum until paid. No additional fees or charges will be assessed on
these balances.
Unfortunately, a grace period for principal payments beyond the
scheduled due date is not permitted as it creates a regulatory concern
related to the ‘untraceable’/’contingent’ Due Date. That said,
J.P. Morgan will, as it has always done with Maricopa County, seek to
find mutually acceptable resolutions for any situation that may arise for
unpaid amounts at the end of the contract period.
JPM Clarification: In order to accommodate uncontrollable cash flow delays at the district level
that may result in an inability to fully retire all principal and interest due by June 30 each year,
JPMorgan is proposing the following change in structure, which will be included in the
documentation executed related to the credit lines: The Credit Line shall have a maturity date of
June 30 at which time all outstanding principal and interest shall be paid in full. If, by close of
business on June 30, any amounts remain unpaid and outstanding such amounts shall be termed
out over a 60-day period, commencing on July 1 and ending on August 31 during which time the
district shall apply available proceeds to the repayment of outstanding amounts.
During this Term-Out Period, interest on unpaid amounts shall accrue interest at the same rate
as was applicable during the term of the line of credit. The amount of the line of credit executed
for the subdivision of the ensuring fiscal year (if any) commencing on July 1 shall be reduced by
the amount that is termed-out (until such time as such amount is repaid).
MC Response: We understand that the interest from 7/1 to 8/31 will be the same as the normal
term period. Please confirm what you will charge if the credit line is not paid by 8/31 and will the
credit line be immediately dropped if that happens? When will the 110% of prime be applied (see
Section 2.4.5.1)?
JPM Follow Up Response: Please refer to Section 2.4.5.3 for our original response regarding the
establishment of credit lines.
The Default Rate of 110% of Prime would be imposed if an Event of Default occurred as specified
in the loan documentation.
2.4.5.8.1. The grace period is required due to the State of Arizona
holding back significant amounts of school district monies
for budget balancing purposes. The lack of these monies
requires credit line borrowings which are out of the control
of the districts until these monies are paid.
J.P. Morgan acknowledges that there may be situations that arise that
are outside of the control of the borrowing districts. At all times, lines of
credit extended to the County or districts will be in conformity with A.R.S
§11-604.01(A).
2.4.5.9. Any additional amounts that are borrowed staring July 1st shall be
applied to the new credit line contract for the current fiscal year. The
principal amount of the current year will not be paid until the prior year
agreement is completely satisfied.
J.P. Morgan’s expectation is that amounts advanced be stratified within
the expectations of A.R.S §11-604.01(A) unless specific arrangements
have been made between the bank and the County to handle individual
amounts that remain unpaid at the end of the contract period (the then
current fiscal year).
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JPM Clarification: JPMorgan’s original response to Question 2.4.5.9 is an acknowledgement of,
and agreement with, Maricopa County’s stated request regarding Question 2.4.5.9. Specifically,
each year, a new line of credit will be established/renewed for the County and its subdivisions.
Subdivisions may advance up to the full amount of their ‘adjusted line availability’ (the available
amount less any amounts outstanding from the prior year). Amounts that remain outstanding from
the prior year’s credit line related to any specific subdivision (if any) must be repaid in full before
any principal payments for that subdivision would be applied to current year advances.
2.4.5.10. The awarded bank is expected to continually communicate with the
Maricopa County Treasurer’s office and the respective entities utilizing
credit lines prior to any elimination or reduction to credit line limits due
to hardship. As a valued partner in the success of the individual districts,
the Maricopa County Treasurer’s Office expects the servicing bank to
raise concerns within six months of expiration to allow any entity to make
corrections prior to the bank implementing any corrective actions.
J.P. Morgan recommends quarterly meetings with the Treasurer’s Office
and County Superintendent Finance personnel to discuss trends,
issues, and recommendations specific to financial performance of
county districts. We will raise concerns in a timely manner, which are
largely contingent upon receipt of financial statements from the districts.
2.4.5.11. Fraudulent warrants are sometimes presented to the bank and require
action be taken by the Treasurer’s Office to resolve. Please state how
this process is handled by the bank. List all required time frames for
completion of any fraud packets and clarify if any exceptions for fraud
packet completion exist. The Treasurer’s Office expects that the
corrections be allowed for the period the warrants are negotiable, one
year.
The County can continue to utilize J.P. Morgan’s online positive pay service to handle fraudulent
items presented against your accounts. By providing us with a positive pay issue file containing
check amounts and serial numbers, we systematically compare checks presented against your
positive paycheck issue file. You can also continue to utilize our reverse positive pay service for
low volume check/warrant accounts where you do not send an issue file but simply verify presented
items on a daily basis. We then review and scrub any exceptions to verify that there are no mis-
encoded items. Access Online generates an exception report the next business day that identifies
any mismatched or no-issue information on file items. A notification is emailed based on your
defined email groups at the beginning of the following business day. Your authorized user(s) are
provided the report of exceptions upon log on for pay/return decisioning. Your authorized users
simply click on the check number of each item to view front and back check images. They 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. You receive an online confirmation indicating the
submission was successful, which is saved electronically, or you can print it for future reference.
J.P. Morgan’s deadline for notifying clients of standard positive pay exception items is 10:00 a.m.
MT the day following presentment.
For clients using positive pay payee verification, the deadline is 11:00 a.m. MT the day following
presentment.
The response deadline for client pay/return decisions is 4:00 p.m. MT.
The deadline for you to submit manual entry or file upload via Access Online is 8:30 p.m. MT. The
deadline for you to transmit check/warrant issuance files via direct transmission to the bank is
8:45 p.m. MT.
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JPM Clarification: We reemphasize the importance of utilizing fraud prevention tools, including
positive pay services to handle fraudulent items presented against your accounts. By providing us
with a positive pay issue file containing check amounts and serial numbers, we systematically
compare checks presented against your positive paycheck issue file. In the event that you do
encounter fraud on presented warrants due to endorsement forgery, we do require that critical
procedures be followed to aid in the investigation, and subsequent recovery of funds. Regarding
such procedures for fraud packets, our process has not changed from that which has been in place
with the County. To summarize:
• The County is responsible for inspecting each Account Statement and all payments and
charges reported promptly upon receipt.
• If the County discovers any unauthorized, improper, or missing endorsements, it must
notify the Bank, in writing, within six (6) months after the date of the Account Statement on
which the fraudulent item was reported to have been paid.
• The County must notify the Bank, in writing, within a reasonable time, not to exceed 60
calendar days, of the date of an Account Statement of (i) the failure to receive the Account
Statement, or (ii) of any errors, unauthorized payments, charges, alterations, discrepancies
or irregularities reported on the Statement.
• The County must provide the Bank with all information necessary for the Bank to
investigate any claim based upon an endorsement or error and will also need to provide all
supporting evidence that the Bank requests.
• If the County fails to comply with these notice requirements, the Bank would not be required
to reimburse the County for the County’s claimed loss and would not be allowed to bring
any action against the Bank.
We note that there can be no exceptions to the fraud packet completion process.
MC Response: This is related to the response in 2.4.3.3 and will require further discussion by the
parties to the determine the best practice and process because warrants and Treasurer checks are
valid for one year by statute and checks are normally only valid for six months. The fraud packets
may be submitted for only six months. Is that based on normal check processing so government
checks should extend longer?
JPM Follow Up Response: For clarification, our fraud policy stipulates that the County should notify
the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months
after account statement date on which the item was reported to have been paid. We recognize
warrants are valid for 12 months from the date of issuance per state statute, so the six-month period
would apply after the date of the warrant in question is reported in the Account Statement, not from
the date of issuance.
2.4.6. “Registered” Warrants
2.4.6.1. Warrants are presented to the Treasurer by the bank daily. The
Treasurer will then process the warrants and determine which of the
entities (County, schools, or special districts) do not have sufficient
monies in their funds to cover the warrants presented. If the entity has
established a credit line and has available credit, then monies are
borrowed to cover the warrants presented. If the warrants presented
exceed the cash and credit available, then the warrant in excess will
register (see A.R.S. § 11-635, A.R.S. § 11-604.01(E) and A.R.S. § 15-
996).
Acknowledged
2.4.6.2. The Maricopa County Treasurer reserves the right to purchase the
registered warrants as an investment. If the Treasurer purchases the
registered warrants, then the bank will be paid the full amount of the paid
and registered warrants.
Acknowledged
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2.4.6.3. If the Treasurer elects not to purchase the registered warrant, then the
registered warrants will be “returned” to the bank. The individual
registered warrant information (i.e., warrant number, amount, name,
date, school district, fund, etc.) is available to be transmitted
electronically to the bank. The Treasurer will deduct this registered
amount from the day’s warrant payment. The bank in turn may elect to
purchase the registered warrants and record the borrowed amount for
each district and fund based on the information provided by the
electronic transmission. The bank may also elect to return the registered
warrant to the holder in due course. The bank shall notify the Treasurer
if warrants are returned to the party of original issue.
J.P. Morgan will continue to work closely with the Treasurer’s Office to
mutually agree upon and resolve any instance of a returned registered
warrant. J.P. Morgan recommends the use of the line of credit to the
fullest extent as outlined in A.R.S. §11-604.01(A). If the credit line for
the specific district has been exhausted, the bank will not be able to
extend additional credit to that district through the purchase of the
registered warrant.
2.4.6.4. As monies are received for each school district, the Treasurer will
calculate the amount available to pay registered warrants. The warrants
are called in order by date and number that they are registered. Each
warrant is paid with the respective interest calculated at the approved
(qualified or non-qualified) rate to the holder of the registered warrant.
Acknowledged
2.4.7. Lockbox Services
2.4.7.1. Approximately 25 percent of the Treasurer’s property tax collections are
remitted through lockbox processing. The Treasurer’s payment
documents have been developed with a scannable/readable Optical
Character Reader (OCR) information scan line that complies with
industry standards for retail lock box and branch payment processing.
Acknowledged
2.4.7.2. Include all fees for the lockbox service with the (Invitation to Negotiate
(ITN). A brief description of the lock box process along with the type of
equipment the bank utilizes to process payments to be provided upon
request.
Please see Exhibit A, Pricing Sheet, for all fees associated with lockbox
services. Please note that J.P. Morgan wholly owns our lockbox
processes and equipment.
Our Phoenix lockbox site operates 15 hours a day, Monday through
Friday, and 13 hours a day Saturday and Sunday.
2.4.7.3. The Treasurer’s office contracts with United States Postal Service to
maintain a post office (PO) box located in Phoenix, Arizona. The
successful proposer shall pick up daily all mailed payments received at
the post office for processing at a lockbox facility. The successful
proposer shall process all payments the same day they are picked up.
Additionally, the proposer shall provide a daily log of incoming mail
detailing total items received versus total items processed.
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Acknowledged. We will continue to meet these requirements.
2.4.7.4. The Treasurer currently receives images of all items processed through
the existing lock box account. These images are provided in a format
that allows the Treasurer to relate each payment transaction with the
appropriate image of the check and supporting documents. These
images are black/white in TIF format with Group IV Fax Compression.
The images must be provided to the Treasurer in a format readable by
the Treasurer, allowing the images to be read and stored in the
Treasurer’s own imaging system.
Acknowledged. We currently transmit images to the County using our
Image Transmission service and provide an image file for import into
your in-house imaging system. Images of the County’s lockbox images
can also be viewed via Receivables Online. Please see the above
Question (2.4.7.3) for information regarding Receivables Online.
2.4.7.5. It is acknowledged that processing errors can occur. Given that proper
production edits are in place and understood by all parties; provide a
definition of excess processing errors in retail, wholesale and branch
processing. If processing errors are in excess of the threshold agreed
upon by the Treasurer’s Office and bank, and the bank is in error, state
what form of compensation the bank will provide to Maricopa County.
The Treasurer also requires the lockbox to assign a responsible officer
and a backup officer to this processing function.
J.P. Morgan’s image-based lockbox system will continue to provide the County with optimal
processing efficiency and accuracy. Checks and remittance documents are captured as the first
step in our automated transaction processing, then electronically routed to operators. The operators
perform amount entry and verification as well as capture of supplemental remittance details.
Intelligent character recognition (ICR) technologies are used to reduce capture costs and improve
accuracy; edit and balance routines can further refine data accuracy, resulting in improved cash
application rates.
If, at any time, the County believes that J.P. Morgan has failed to perform in accordance with
reasonable standards of accuracy and timeliness, we will meet with you and develop mutually
acceptable action plans. We will then complete a thorough review of the process to look for ways
to improve accuracy. We know that the data we capture is a critical extension of the County. Our
goal is to help you minimize any errors that result in the need for corrections by your staff and/or
result in inquiries.
J.P. Morgan will compensate the County for any deposits that are not deposited within the agreed
upon processing timeframes as a result of J.P. Morgan’s error. In such instances, compensation
for delayed deposits would be through “back valuing” of such deposits and posting to your account.
J.P. Morgan Treasury Services does not, as a matter of general business practice, agree to specific
incentive or penalties linked to exceeding, meeting or failing to meet agreed upon performance
standards and service levels. Should you feel that our performance is not in line with your
expectations or that you are not receiving the anticipated value, the County’s treasury services
manager, David Sagers, and relationship manager, Dan Warren, will work with you to determine
what action may be appropriate.
The County’s dedicated client service professional, Robin Root, will continue as the lead contact
for your lockbox inquiries and related service matters. Robin will continue to collaborate with our
local lockbox partners, who are in essence an extension of the County and are extremely familiar
with your requirements, in an effort to make certain the County’s needs are expediently met.
Additionally, your local relationship team and local Lockbox Manager, Jennifer Sample, will remain
involved in issue resolution, processing updates, new solutioning and proactively addressing your
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ongoing requirements. Robin is supported by a dedicated back up familiar already to the County,
Renee Lujan, as well as a local team lead and several other local teammates who are also familiar
to the County.
2.4.7.6. The successful proposer shall provide the Treasurer with a schedule of
planned lockbox audits. The Bank must provide a copy of any and all
audit(s) conducted during the period of the servicing contract regardless
of whether lockbox services are conducted by the proposer’s lockbox
facility or through a third-party provider.
Acknowledged. We will regularly audit or engage a third-party to audit our lockbox functions and
will report any material deficiencies in the services and operations of lockbox facilities that process
the Treasurer’s payments and remedial action taken in connection with addressing the same.
Firm Audit uses a risk-based audit approach designed to make sure an appropriate mix of audit
coverage focused on key risks and controls of each business. Auditing of the technology controls
is performed either through Information Technology (IT) stand-alone audits of specific applications,
IT processes, or infrastructure components (e.g., data centers, networks) or as part of the
integrated audits that cover business processes in conjunction with one or more application
systems or technology-related components utilized by the business. The firm has specialized
teams within the Audit group allowing for coverage of different aspects of the IT environment.
Audit results are confidential and proprietary to the firm and not for public disclosure. External
audits such as SOC/SSAE 16/ ISAE 3402 reviews are conducted where appropriate.
J.P. Morgan has specialized teams within the Audit group allowing for coverage of different aspects
of the IT environment. Although audit results are confidential and proprietary to the bank, as the
County is familiar, we provide regular lockbox scorecards that will assist you in measuring ongoing
quality control and accuracy, along with the continued opportunity to conduct on-site meetings
within lockbox to help make sure procedures are diligently updated and that we are meeting our
mutually agreed upon requirements.
2.4.7.7. The successful proposer shall provide the Treasurer with a detailed
analysis on a timely basis for work conducted through the lockbox
operation regardless of whether lockbox services are conducted by the
proposer’s lockbox facility or through a provider.
The County will continue to receive a monthly account analysis
statement that itemizes lockbox processing service information in detail.
J.P. Morgan wholly owns and operates all of our lockbox operations. All
processing, programming and support staff are J.P. Morgan employees.
2.4.7.8. The successful proposer shall create in accordance with the Treasurer’s
Office a Scope of Work (SOW) detailing specific processing rules for the
various payment types received. Any changes to the document must be
agreed upon by both parties. An electronic copy of the most current
SOW shall be made available to the Treasurer’s office.
J.P. Morgan understands and agrees to this requirement. Lockbox
instructions at the box level can be made available at any time at the
County’s request.
2.4.7.9. In addition to the Treasurer’s office, Maricopa County Animal Care and
Control (MCACC) also utilize lockbox services. MCACC currently has
two PO Boxes that must be retained for all lockbox work. The successful
proposer shall pick up all mail in the morning, sort, scan/key and image
all items received that day.
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Acknowledged. J.P. Morgan will continue to pick up all mail for MCACC
from their two PO Boxes in the morning, sort, scan/key and image all
items received that day per scheduled U.S. Postal Service Mail Pick Up.
2.4.7.10. The successful proposer shall maintain six lockboxes as well as
numerous shadow boxes for all MCACC work.
J.P. Morgan can accommodate the County’s requirement for lockboxes
and shadow lockboxes and has worked closely with MCACC to develop
the processing currently in place.
We will continue to work with the County to review processing
requirements on a regular basis and make efficiency recommendations
as your business requirements change and new solutions are available
for you to leverage.
2.4.7.11. All MCACC work must be completed and files transmitted by 6:00 p.m.
MST.
Acknowledged. Data transmission time is a function of check and invoice volume as well as the
complexity and amount of required data entry.
J.P. Morgan can:
● Generally, transmit by 5:00 p.m. MT while depositing all mail received for a ledger credit
day.
● Accommodate an earlier transmission time depending on the volume and complexity of
your lockbox account. Remittances that cannot be processed for inclusion in the same
day’s transmission will be included in the next day’s deposit and data file.
● Provide data transmissions between the hours of 5:00 a.m. and 10:00 a.m. MT at a pre-
designated, mutually agreed-upon time. We generally require a two-hour transmission
window.
2.4.7.12. The successful proposer shall create in accordance with MCACC a
Scope of Work (SOW) detailing specific processing rules for the various
items received at lockbox. Any changes to the document must be
agreed upon by both parties. An electronic copy of the most current
SOW shall be made available to MCACC.
J.P. Morgan understands and agrees to this requirement.
2.4.7.13. Other County entities and or departments may also request lockbox
services.
We can accommodate other County entities and/or departments that
may also request lockbox services and look forward to an opportunity to
conduct site tours, hold scoping sessions and provide demonstrations
of our systems, as required.
2.4.8. Technological Requirements
2.4.8.1. The bank’s technology must be compatible with the Treasurer’s
electronic data processing equipment and software. The bank must
have the ability to exchange information securely using the County’s
secure File Transfer Protocol (FTP) system. Information to be
exchanged includes, but is not limited to, property tax payments
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(lockbox, branch), images, warrants, deposits, account balances and
other detailed information for investments and recordkeeping.
As the County is a current client of J.P. Morgan, our technology is
compatible with the Treasurer’s electronic data processing equipment
and we have the ability to exchange information directly with your
information technology systems.
2.4.8.2. The County seeks to enhance their ability to serve the citizens of
Maricopa County. If at any time during the course of the contract, the
bank incorporates new technology that will enhance the capability of
Maricopa County to serve the taxpayer, Maricopa County reserves the
right to negotiate pricing of the service for the remainder of the contract
period. If at any time during the life of the contract, the successful
proposer is unable to provide the County with advancements in
technology that are available, Maricopa County reserves the right to
obtain this technology elsewhere.
J.P. Morgan acknowledges that if, at any time during the course of the contract, the bank
incorporates new technology that will enhance the capabilities of the County, you reserve the right
to negotiate pricing for such enhanced technology for the remainder of the contract period. If, at
any time during the life of the contract, we are unable to provide the County with advancements in
technology that are generally available, you reserve the right to obtain that technology elsewhere.
Access Online is upgraded online using planned change management processes; changes are
verified before they are introduced to clients. Upgrades become available to clients via their web
browser the next time they log into the online platform. The bank makes advance notice available
in the Important Messages broadcasts and Alerts feature of the portal, including specific details
and benefits.
Upgrades to Access Online applications are installed as part of planned upgrade software and
infrastructure releases. Installation of the updates take place over weekends for each of these
releases and are planned far ahead of time. Upgrades start at various times during the weekend
but are completed early on Sunday U.S. ET. J.P. Morgan does not charge clients for upgrades.
2.5. BUSINESS ACTIVITY SERVICES
2.5.1. The bank shall also provide the following services:
2.5.1.1. A daily courier service, as needed, but not to exceed two times per day.
The messenger service will pick up and deliver special deposits,
warrants, securities, documents, daily statements, or other designated
items at the Treasurer’s Office.
Due to the electronic nature of the daily exchange of the type of data
described above, the County only occasionally sends a messenger to
the bank on an as-needed basis. The bank will continue to accept
courier deliveries, but courier service will be contracted and paid for by
the County. For daily deposits, you contract directly with Brinks.
2.5.1.2. A daily courier service for the transport of all items unable to be
processed at lockbox and the delivery of payments from the Treasurer’s
Office for lockbox to process.
J.P. Morgan will continue the County’s daily lockbox exchange as it is
today.
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2.5.1.3. Cashier’s checks, drafts, domestic and foreign payment orders upon
request.
J.P. Morgan will continue to provide cashier’s checks, drafts, domestic
and foreign payment orders via wire, upon request.
2.5.1.4. Research and resolution of discrepancies to the benefit of both parties.
Respond to inquiries that concerning all bank accounts in a timely
manner.
The County’s designated client service professional, Robin Root, will
continue to be your point of contact for all your research and adjustment
requests. Robin will work with appropriate operational colleagues to
make sure your request and any adjustment is handled in a timely and
accurate manner. Robin has the authority to escalate whenever
necessary to make sure that issues are resolved.
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.
2.5.1.5. Coordinate the ordering and printing of all warrants, checks and related
supplies for the Treasurer’s Office and other County entities based on
department specifications. (See also sections 2.14.3.9 and 2.14.3.10).
To support the Treasurer’s Office desire to utilize electronic processing,
you can continue to use Harland Clarke’s online portal for ordering
warrants, checks and related supplies for your office. Invoices will
continue to be delivered to J.P. Morgan for payment and pass through
to your account analysis statement.
Alternatively, ordering and printing check stock can be coordinated
through your client service professional, Robin Root.
2.5.1.6. Upon request of the Treasurer, MICR-encode each deposit slip with a
numerically sequenced number and electronically transmit the account
number, deposit number, and amount to the Treasurer in a format
defined by the Treasurer.
Acknowledged
2.5.1.7. Accept Maricopa County property tax payments at each of its branch
offices located in Arizona and issue receipts for such payments to the
taxpayers. The bank shall credit these payments on a daily basis and
transmit a record of such payments, electronically, in a format to be
approved by the Treasurer. No additional charges shall be levied for this
service.
The County will continue to be able to offer taxpayers J.P. Morgan’s solution for acceptance of tax
payments in our Chase-branded branches in Arizona. This allows significantly reduced reliance on
County offices during peak times and enhances service and convenience for constituents.
The current process for tax payments in Chase branches, described below, allows County
taxpayers access to our Arizona branch network to make real estate property tax payments. The
solution automates transaction processing. Checks and coupons scanned at the teller line are
converted to images and data. This solution accelerates availability, increases the accuracy level
and minimizes the number of un-processable transactions.
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When County taxpayers present their check and tax coupons at a Chase branch teller window, the
check and coupon are scanned by the standard teller line scanners. The items are imaged and
indexed using OCR (Optical Character Recognition) and MICR information. The Chase Teller
Express application reads the OCR line from the coupon and the MICR line from the check. In
certain instances, the OCR scan line may not read when scanned by the teller. If that situation
arises, the teller will data enter the pertinent information from the coupon into Teller Express.
Information captured from the scan line is used to populate the teller receipt. As shown in the
illustration below, the receipt includes the County account number, the date and amount of the
payment. The receipt also provides information regarding the branch and teller if additional
information or customer service is necessary.
In addition, Teller Express provides training tools and language for tellers to use when a transaction
cannot be processed in the branch. Mutually agreed upon language and applicable business rules
are in place for the County’s program.
Only coupons with the current coupon scan line will be accepted in the branches. Coupons without
the proper scan line do not have the required information to be processed in the automated teller
system. If taxpayers present an un-processable coupon, do not have their bills or are attempting to
pay a delinquent bill, the teller is directed to return the coupon and payment back to the taxpayer
and direct that person to the County.
As a business practice, J.P. Morgan regularly reviews branch and ATM activity which may result in
a change in branch or ATM services and functions. Therefore, branch and ATM locations, services
and functions may change from time to time. As long as this service remains available, such service
will be provided with the existing functionality. J.P. Morgan will provide advance notice to the
County if it determines to discontinue acceptance of County tax payments at Arizona branches
during the contract term.
Payment volume at the branches will be reflected under Service Code 6142 – SNLB Special
Handling under the County’s lockbox number associated with tax payment processing. The Teller
Express per item costs associated with Service Code 6142 are included in Exhibit A, Pricing Sheet.
JPM Clarification: We will continue to accommodate the existing process under the current contract
for accepting both cash and check payments at Arizona Chase branch locations in the new
contract.
2.5.1.8. The Treasurer also accepts customer property tax payments initiated
through financial institutions online bill payment systems. Currently, the
Treasurer only accepts payments that originate as an ACH transaction.
The current bank intercepts those payments and presents them to the
treasurer with a record of the payee name, tax parcel number and
payment amount. The bank submits this information daily along with a
lump sum deposit. Please indicate how your institution would facilitate
and report these payments. The Treasurer’s office would also like the
bank to submit the payee contact information to resolve any incorrect
parcel account payments. For security purposes, the Treasurer’s Office
seeks to avoid providing an ACH debit option.
J.P. Morgan understands this requirement and can provide ACH
eLockbox and ACH Transaction Repair services to the County.
2.5.1.9. At the discretion of the Treasurer, the bank shall contract with
Bloomberg LP to provide “Bloomberg Professional Service” with the
terminal to be located in the Treasurer’s Office. Costs for such service
shall be charged to monthly account analysis.
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Acknowledged. The bank is pleased to continue with the current
arrangement.
2.5.1.10. The Treasurer’s Office continues to receive more and more electronic
payments from various entities. The Treasurer requires access to all
information (including any addendum information) available to better
identify the proper recipient of funds. Please provide a detailed
explanation of the information and support available to better identify the
nature of these deposits. Indicate if there are any additional charges for
this service.
We understand that the Treasurer’s Office continues to receive a wide
variety of electronic payments from various entities, which can make
reconciliation very challenging. J.P. Morgan currently provides the
County with access to all information available, including addendum
information through Host-to-Host Receivables and Advising Reports.
Host-to-Host Receivables and Advising Reports include information on
payment amounts, detailed remittance information, or detailed
information on payments and remittances. If this data is provided to the
bank from the originator, we can pass it through human readable format
under these reporting conditions.
2.5.1.11. Maricopa County is experiencing an increased desire for businesses
and individuals to make payments to the various county agencies via
ACH. Currently, the Treasurer and the County have difficulty identifying
the agency to receive the payment. The Treasurer and the County
desire to understand the details of the ACH process and the option to
instruct payers where they can position a ULID number in the payment
detail that can be captured and report with other ULIDs on the bank
statement. County, in turn, can instruct the payor with the required
format of the ACH payments to include the appropriate ULID number.
The County can utilize our Virtual Reference Number (VRN) solution which allows the County to
increase the efficiency of your receivable reconciliation and cash application processes.
With the increase in electronic payments, reconciliation can be challenging. The County may
receive payments with incomplete information, making it difficult to identify payers. Reconcilement
of electronic payments is often hampered by invalid or truncated information provided by your
remitter customers.
The County can provide the VRN to your customers to use like an account number. We effectively
track each incoming electronic transaction by uniquely identifying the payer per the VRN—you
reconcile receivables almost immediately. Electronic receipts are paid quoting these unique VRNs,
which are linked to your physical account with J.P. Morgan, thereby enabling automated and clear
identification of your payers without the onerous task of manual reconciliation.
Integrating our VRN solution with Receivables Online further enhances and automates your
reconciliation process. Our solution incorporates electronic and paper-based receivables data and
performs the first level matching against your outstanding invoices.
Our receivables reconciliation solution provides online access to your receipts, performs automated
reconciliation with your outstanding accounts receivables, as well as easily facilitates exception
identification and reduce error rates.
Although they can be deployed individually, Receivables Online, complemented with our VRN
solution, offers the County a powerful and effective way to keep streamlining your receivables
reconciliation processes. The VRN solution identifies who has paid while Receivables Online
reconciles what has been paid.
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JPM Clarification: It is important to clarify that a ULID number is included only on deposit slips
related to check/currency deposits and is not used for ACH payment identification. The bank does
have a ULID-like payment identifying solution for ACH payments which we call Virtual Reference
Number (VRN). While our formal proposal provides a comprehensive overview of the VRN
process in Section 2.5.1.11, we have summarized the main points below for clarification:
• For ACH and Wire payments, we provide the County with a range of reference numbers
that the County can then assign at its discretion. VRNs may be assigned to each
department or agency receiving the electronic payments. They may be assigned to a
specific payer or assigned based on other County defined criteria.
• Your payers use the VRN in place of the County’s respective department/agency bank
account number(s) when remitting electronic payments to the County. This not only helps
to identify the payments but reduces fraud exposure as well since the County is not
exposing their actual account numbers.
• When the Bank receives the electronic payment, we automatically associate the VRN to the
associated County’s account with us. Each ACH credit contains the associated VRN to
identify which payer made the payment such that you can apply the payment correctly.
The transactions are reported on standard reports via Access Online and Receivables Online.
Receivables Online includes a specific search field to pinpoint transactions by VRN as well.
2.6. WIRE TRANSACTIONS
2.6.1. The bank shall provide online access for all outgoing wire transfers. (Fedwire’s,
ACH, electronic funds transfer (EFT) and Account Transfers.)
J.P. Morgan can continue to provide the County with online access for all outgoing
wire transfers including Fed wires, ACH, EFT and account transfers.
2.6.2. The bank shall provide repetitive wire transfer capability for all online wire
transfers.
Access Online provides online repetitive wire setup. There are two options
available. Standard repetitive templates are approved and activated by the
County’s users and do not require a bank review/approval process. Payment
routing details (e.g., account #, Bank ID) cannot be edited at payment initiation.
Depending on the County’s requirements for payments, the second option
available is to leverage enhanced repetitive templates which are verified and
activated by the bank once the client user creates and approves them. This feature
is configured through the County’s settings and user entitlements.
2.6.3. The bank shall provide detailed online reporting of outgoing and incoming wire
transfers, including, but not limited to; the originator, the name and American
Bankers Association (ABA) number of the sending or receiving bank, the amount,
the beneficiary name and account number, and any additional instructions.
The County will continue to receive the following information regarding incoming and
outgoing wire transfers on either a current-day or previous-day basis via Access Online:
● Sender’s reference party’s reference number
● Payment Details
● Account party; Beneficiary
● Ultimate Beneficiary
● Paid to party
● Sending bank ABA
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● SWIFT reference number
● By order of Bank, By order of Customer
● Straight-through or repair indicator
● Transaction reference number
● CHIPS reference and sequence number
● MRN source code and date
● FED reference
2.6.4. Internal bank and Federal reference number shall be provided upon completion of
outgoing wires.
Access Online will continue to provide the County with an internal Bank Reference
Number (TRN) when your payment instruction is approved and released by you.
Access Online will is updated with a Settlement Reference Number (i.e., FED Ref,
CHIPS Ref, J.P. Morgan Ref) once the payment has been successfully processed
and released to the clearing network.
2.6.5. Incoming wires shall be posted and available to view on the wire transfer online
system immediately upon receipt by the bank.
J.P. Morgan will continue to report current day information throughout the day as
the transactions complete on processing applications such as lockbox, wire, ACH,
returns and DDA. Current day information generally is available within five minutes
of receipt or completion.
2.6.6. The bank’s online wire service shall provide the ability to set controls and dollar
limits.
Access Online will continue to allow the County to designate the rights of each
user on the platform, and provide comprehensive and configurable user
entitlements, limits and approval workflow to provide optimal control. Available
services accommodate a wide range of security options, including dual control
among users, daily or transaction limits and transaction approval rules.
Each user can be restricted by dollar amount and function. Dollar amounts may be
either single transaction, daily aggregate or both.
By separating duties, accounts and approval workflows, the County helps reduce
the risk of fraud or compromised data. The County’s security administrators are
the only individuals able to assign users with transaction initiation privileges.
By giving access to accounts across multiple locations to key users, you have the
visibility you need to manage funds, risk and operations at the County level.
*The County may waive the requirement that a security administrator cannot make a
change to their own profile providing a second security administrator approves those
changes.
Additionally, Access Online automatically prevents a single user from performing
all actions (create, approve and release) on a single payment, even if the user is
entitled to create, approve and release. At the point of release, the application
requires that two unique users are involved in the payment life cycle, which
includes the creation, approval, and release of the payment, as well as the
creation, approval, and activation of any underlying template. Therefore, even if
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users have all three entitlements, they will still not be able to take all three actions
on a payment on their own.
2.6.7. The bank shall designate a liaison responsible for researching any wire transfer
inquiries.
The County’s designated client service professional, Robin Root, is your liaison
and is responsible for researching any wire transfer inquires.
Robin is your point of contact for all your research and adjustment requests. She
will continue to work with the appropriate operational partners to make sure your
request and/or adjustment is handled in a timely and accurate manner. In addition,
Robin has the authority to escalate whenever necessary to make sure that issue
resolution occurs to your satisfaction.
2.6.8. A contingency plan must be established between the Treasurer and the bank to
address any online issues that may arise.
We recommend the County use telephonic wires with a PIN as a contingency wire initiation
method.
Benefits include:
● Ability to transact higher-valued wires
● Transaction limits based on balance availability
● Supports foreign currencies to overseas institutions
● Supports free-form and repetitive payments
● Security with dual control segregating initiation and confirmation
The County sets up this service via “Security Procedure Authorization for Telephone Transfers”.
For security, users are assigned a user ID and PIN for initiation and/or confirmation, along with a
PIN activation code. Users call our interactive voice response (IVR) system to confirm PIN
activation, change that to a PIN of their choosing, and initiate and/or confirm wires.
For wire initiation, callers will be prompted to enter and verify their user ID and PIN using a touch-
tone telephone keypad. Once the system has validated the security codes, users will be prompted
to enter and verify the debit account number. For repetitive wires, users may complete transactions
via self-service options or by speaking to an operator. Free-form wires will be completed by
speaking to an operator. With the self-service option for repetitive wires, callers will be prompted to
state their repetitive line name and then enter and verify the value date and dollar amount of the
wire. Once completed, the operator or automated system will provide a transaction reference
number.
For payments requiring confirmation, users are required to call the IVR to confirm the transaction.
The user will be prompted to enter and verify their user ID and PIN using a touch-tone telephone
keypad. Once the system has validated the security codes, the County will be informed of the
number of transactions available for confirmation. Callers have the option to proceed to a
transaction using a transaction reference number, or to the first transaction awaiting confirmation.
If the County chooses a transaction reference number, you will be requested to enter the 10-digit
number. The system reads the transaction details and provides the following options: repeat the
details, approve, cancel, or skip the transaction. Once approved, cancelled, or skipped, the user
will be prompted to proceed to the next available transaction awaiting confirmation, if applicable.
Hours of operation are Monday - Friday, 5:30 a.m. to 3:30 p.m. MT
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2.7. ELECTRONIC DEPOSITS
The Treasurer’s Office and other County entities currently utilize, or wish to soon utilize,
desktop deposit scanners to process check payments by creating an image deposit file to
send electronically to the bank. Please indicate if the bank will provide scanning equipment,
as requested, to capture these images. Equipment provided must be compatible with
MCTO technology. Along with a detail of the proposed scanning equipment, also indicate
how the bank will provide maintenance and/or replacement of machines.
The County can continue to use our remote deposit capture service to process check payments by
creating an image deposit file that is sent electronically to the bank. As a current client, no new
equipment will be necessary for the County, thereby eliminating any transition costs or procedures
associated with switching financial providers. Scanners are detailed below.
To support the Treasurer’s Office ongoing desire to migrate to electronic processing, we will provide
the County and all entities with a need to remit funds back to the Treasurer’s Office with up to 15
additional remote deposit check scanners at no cost throughout the life of the contract. To further
support paper to electronic conversion we have significantly reduced the costs associated with
remote deposit capture, as outlined in Exhibit A, Pricing Sheet.
Remote deposit capture is 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.
To use our remote capture services, the County needs a high-speed Internet connection, a desktop
check scanner and a Windows-based PC.
2.8. MINIMIZING “FLOAT”
2.8.1. The Treasurer desires to minimize the time deposited items are held by the bank
before posting to the appropriate Treasurer’s account. This is especially significant
with deposits of large out-of-state checks. Accordingly, the Treasurer requires that
the bank describe the steps and procedures it will take to minimize this time,
otherwise known as the “float.” Additionally, describe the length of any “float”
period. At a minimum, the following guidelines will apply:
With one of the largest check-clearing networks in the country, the bank is able to
offer accelerated funds availability to the County.
Availability assignment for each item is based on the drawee bank’s routing/transit
number, the time the deposit is processed, fractional float assignment and, in some
instances, the dollar amount of the item. Please see Appendix 1 for availability
schedules.
J.P. Morgan’s dominant market share in Arizona provides the County with the
distinct advantage of immediate availability for that portion your deposits that are
drawn on-us. As you are aware, we also offer a variety of cost-effective electronic
channels that will further enhance your availability of funds, particularly in the area
of remote capture. We look forward to continuing these conversations and have
provided detailed information about these services throughout our proposal
response.
2.8.1.1. For deposits of items drawn on the bank, wire transfers, ACH deposits,
cash, and coin deposits, funds shall be available on the same day.
J.P. Morgan provides same-day availability of funds for deposits,
received by the appropriate cutoff time, for items drawn on J.P. Morgan,
wire transfers, ACH deposits and cash and coin deposits. As stated
above, our dominant market share serves as an advantage to the
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County in terms of immediate use of your daily deposits that are drawn
on J.P. Morgan.
2.8.1.2. For all other deposits, funds will be available based upon the most
expedient Federal Reserve availability schedule. The proposer must
demonstrate why a certain schedule is more suitable to the Treasurer’s
operations than another schedule. The proposer must define the
terminology it uses and identify the specific factors that would cause a
deposit to be classified as a deposit having same-day availability or one-
day availability of funds, etc.
As a high-profile, high-volume client, the County’s availability schedule
is based on the most expedient Federal Reserve schedule. As stated
above, cash and items drawn on us receive same-day availability. All
other items are assigned availability based upon the location and routing
transit number of the drawee bank, time of deposit and other criteria as
outlined above. The bank will continue to place you on our most
expedient lockbox collection schedule to optimize and pass back
accelerated availability. Please refer to the availability schedules in
Exhibit D for further details.
2.9. COLLATERAL REQUIREMENTS
Collateral requirements are managed by the Arizona State Treasurer in accordance with
A.R.S. Title 35, Chapter 10 and the administrative rules established by the Arizona
Statewide Collateral Pool program.
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 collateral requirements. Collateral requirements are based upon the
end-of-day ledger balances in deposit accounts (demand and time deposits) (plus accrued
interest if any), less applicable FDIC coverage, plus applicable margin (2%). 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.
2.10. SHORT TERM FINANCING REQUIREMENTS
2.10.1. $35 Million Municipal Line of Credit
Currently, the municipal line of credit is used as collateral for a $15.2 million letter
of credit with the Industrial Commission of Arizona. To date, no claims or other
borrowing has occurred on the letter or line of credit. It is not anticipated that
Maricopa County will utilize any of the line of credit, during the period of the
contract. However, the County would like to have the availability, should the need
arise. If this requires a commitment fee, include the amount in the proposal.
J.P. Morgan can continue to comply with this requirement. The commitment fee is
currently 0.50%. We will continue to work closely with the County to mutually agree
upon any changes to that commitment fee.
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2.10.2. Variable Credit Line amounts for County Schools and Special Districts (see
Section 2.4.5).
J.P. Morgan acknowledges the requirements outlined in Section 2.4.5 Credit Line
and agrees to these terms.
2.11. CURRENCY REQUIREMENTS
The bank will be required to provide and facilitate approximately four to 10 times a year
large currency requests in amounts exceeding $100,000. The denominations will be
specified at the time of the request. The bank will be given 24-hours’ notice whenever
possible. The Treasurer’s Office and requesting department will work closely with the
security department at the bank to outline precise procedures.
J.P. Morgan understands that we will be required to provide and facilitate large currency requests
that occasionally exceed $100,000, approximately four to ten times per year, and that
denominations will be specified at the time of the request. We also understand that we will be given
24 hours’ notice whenever possible. We will continue to work with the Treasurer’s Office to outline
precise procedures; the special arrangements presently in place for time-sensitive, high-volume
cash deposits would remain the same.
Currency Requests
As the County is familiar, J.P. Morgan offers automated coin and currency ordering services
(change order services). These options are available through all vaults and branches. You may
request change orders as the need for coin and currency arises, establish a standing order online
or via telephone using the voice response unit (IVR) or through our Web Currency Services
ordering platform.
● The bank can set up as-needed change orders 24 hours a day, seven days a week and up
to six months in advance of the requested delivery date. Orders placed prior to 1:00 p.m.
local time will be available for armored courier pick up by the end of the business day in
the vaults or ready for pick up the following morning at the specified branch. Branch hours
are subject to change and will be posted at each branch location.
● A standing order is an established, repetitive order prepared for a predetermined amount
and delivered on predetermined delivery days, e.g., every Monday and Thursday. Amounts
may vary by delivery day. Orders can be delivered daily Sunday through Saturday, subject
to armored courier service restrictions.
● The County can use one or a combination of these types of orders.
J.P. Morgan only releases change orders to an approved armored courier if they are picked up at
the bank’s central vault. As exists today, the County must contract with a local armored courier
(presently Brinks) to act as an agent to transport change orders. You need to notify J.P. Morgan of
the specific armored courier for each location, if more than one courier is used. Change order
delivery is based on armored courier commitments. It is typically scheduled for the following day or
within two or three days from when the change order was picked up at the vault.
Security begins when J.P. Morgan issues two unique, confidential system access numbers to the
County for each location. You are responsible for keeping access numbers in a secure place and
revealing them only to authorized associates within your organization. You can change existing
access numbers by contacting your client service professional, Robin Root. The bank also
establishes daily order limits both at relationship and location levels.
The bank debits the total amount of the County’s change order processed through the automated
system from the account on the day the order is provided to the armored courier or the day before
the scheduled pick up. J.P. Morgan bills all fees related to the change order through the account
analysis system.
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2.12. DIRECT DEPOSIT PAYROLL PROGRAM
2.12.1. The bank shall accept direct deposit for the County’s payroll system.
J.P. Morgan can continue to accept direct deposit for the County’s payroll system.
Direct Deposit of Payroll
The County can continue to use J.P. Morgan’s ACH system to provide County employees with
automatic, electronic payroll payments into designated checking or savings accounts.
One or two days in advance of the designated payday, the County or your agent will send
J.P. Morgan a file containing the total amount to be paid electronically to the employees’ designated
account. The offsetting amount will be charged to your designated account at J.P. Morgan on the
day of settlement (payday).
As the County is familiar, for higher volume transactions, J.P. Morgan recommends the County
continue using direct transmission. Using industry standard applications, you create a transaction
file in standard Nacha format. You will then transmit the file to J.P. Morgan through a common
protocol such as FTP. The transmission is encrypted and sent to the bank for final ACH processing.
Lower volume ACH transactions can be performed using Access Online. Using Access Online,
County-authorized users enter the required ACH payment details in the fields provided. In addition
to initiating payroll, Access Online can also be used for ACH and wire disbursements and
concentration.
The County can supply prearranged payment and deposit (PPD) files for next-day credits.
However, for employees to receive funds as available balances for ATM withdrawals on payday,
as per Nacha guidelines, you must deliver the file to J.P. Morgan by 8:00 p.m. MT two (2) business
days prior to the settlement date. The file can then be processed in the earliest ACH processing
cycle so that the receiving depository financial institutions can post the credits to the employees’
accounts by open of business on payday.
2.12.2. For those County employees who do not maintain a direct deposit account, please
indicate what services your bank provides as an alternative.
Historically, the County has used ADP for payroll processing, as well as for
issuance of payroll cards. At the present time, this would continue to be the most
convenient method of payment for County employees who do not maintain bank
accounts.
2.13. START-UP AND SUPPORT SERVICES
The Treasurer desires to take advantage of the latest technology and best practices in
providing services to its customers. Moreover, depending upon the successful proposer,
system changes and/or upgrades may be necessary. Considering the foregoing, indicate
what audit, review, technological, and/or other assistance the proposer can make available,
if any, and the cost of same. Also list any education/training assistance the proposer can
provide with respect to banking related issues.
J.P. Morgan acknowledges the County’s requirements listed above.
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2.14. CLERK OF THE SUPERIOR COURT SERVICES
2.14.1. The Clerk of the Superior Court currently has six direct deposit accounts (DDA’s)
and checking accounts.
2.14.2. Benchmarks of Volumes
2.14.2.1. $130 Million Annual Cash Flow/Amount of Annual Deposits
2.14.2.2. $30 Million Pooled Investment
2.14.2.3. $17 Million Average Daily Escrow Fund Balance (DDA Policy Reserve)
2.14.2.4. $2 Million Average Daily Collected Balances (Court-ordered restitution)
2.14.2.5. $480,000 Estimated Number of Annual Deposit Items
2.14.2.6. $110,000 Estimated Number of Annual Checks Processed (disbursed)
2.14.3. Bank Account Maintenance
2.14.3.1. The clerk requires an automated reconciliation program for one high
volume (i.e., Criminal Financial Obligations) and two low volume (i.e.,
Fees and Trust) accounts. The clerk will provide daily activity,
transmitted electronically, for these three accounts formatted to the
requirements of the bank.
The Clerk can continue to receive automated reconciliation services from J.P. Morgan for one high
volume (Criminal Financial Obligations) account and two low volume accounts (Fees and Trust) by
providing daily activity, transmitted electronically, formatted to the requirements of J.P. Morgan.
Full reconciliation
The Clerk can continue to receive a reconciliation of outstanding and paid checks, with the option
of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your
needs. You provide us with detailed check issue data, including account numbers, check numbers,
issue dates, dollar amounts and reference information (up to 15 bytes). The Clerk chooses how
you wish to supply this data: In a file transmission or by upload or manual key entry to Access
Online, as warranted by the check activity in each account.
With check issued data, J.P. Morgan will continue to perform a full reconciliation of activity in the
account, delivering a reconciliation report package online via Access Online. Your current standard
full reconciliation package contains an account statement, balance sheet, paid and outstanding
check listing, plus a summary including check number, issue date, amount paid and paid date.
2.14.3.2. The clerk will provide the bank with an electronic listing with any
additions, deletions, or corrections to the banks online banking services.
The Clerk can continue to provide the bank with an electronic listing with
any additions, deletions or corrections via file transmission or by
uploading or manual keying into Access Online.
2.14.3.3. The clerk will also provide the bank with daily electronic listings of the
disbursements of its three accounts to be used in conjunction with the
bank’s Positive Pay program or a similar program that verifies the clerk’s
issuance of a disbursement at the time of the payout.
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Acknowledged. The Clerk can continue to provide J.P. Morgan with daily
electronic listings of the disbursements of your three accounts to be
used in conjunction with our positive pay program that verifies your
issuance of a disbursement at the time of a payout.
Our positive pay service is described in response to Question 2.4.3.3.,
above in Section 2.4.3. High Speed Warrant Processing.
2.14.3.4. The bank shall provide an electronic file monthly for each of the two low
volume accounts and a daily electronic file for the high volume account
of all cleared (paid) checks, indicating check number, amount, and date
paid that can be uploaded in the Clerk of the Court automated system.
The clerk’s office should also be able to view daily the banks on-line
system each of its accounts as to what checks have cleared.
J.P. Morgan will continue to provide the Clerk with monthly electronic files for each of the two low
volume accounts and a daily electronic file for the high-volume account with all cleared (paid)
checks. The files will indicate check number, amount and date paid. The files can be uploaded to
the Clerk of Courts’ automated system. The Clerk’s Office will be able to view daily check data via
Access Online.
Access Online
Access Online can export information update the Clerk’s system. For interface to treasury
workstation environments, the service provides balance and transaction information in the
following formats:
● BAI2
● Comma-separated values (CSV)
● Formatted reports
The Clerk can also export data from Access Online to Microsoft Excel and other software packages.
In addition, to facilitate an automated interface to the Clerk’s in-house system, J.P. Morgan can
provide you with a direct transmission of current and/or prior-day balance and transaction
information in BAI2 format, as is currently done for the Sheriff’s and Treasurer’s offices.
The Checks Paid Report, also available through Access Online, includes top-line balance and
transaction summaries, detail transaction records and time-specific data. The report is available for
current-day, prior-day and date-range periods and the Clerk can choose from many layouts:
account, summary and detail, summary only, detail only, or location. The report includes
check/deposit ticket images, transaction note entry, lockbox and deposit float reporting, and also
has the capability to sort and drilldown to view additional transaction detail.
2.14.3.5. Monthly bank statements for accounts must be provided electronically
with documentation supporting all entries on the statements within five
banking days after calendar month end. The clerk should have daily
access to the bank’s online system to view the balances of all accounts
and any other activity that may occur on the accounts. The clerk should
have access to the bank’s online system to transfer funds between the
clerk’s six accounts.
Acknowledged. J.P. Morgan will continue to provide statement and
Access Online services to the Clerk.
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2.14.3.6. The bank must provide for the necessary printing of deposit slips for all
the clerk’s accounts. Deposit slips shall be coded with unique location
identifiers, which then shall appear on bank statements.
J.P. Morgan can continue to provide the Clerk with preprinted deposit
slips for all of the Clerk’s accounts. We provide, and recommend the use
of, deposit slips that are preprinted with a Unique Location ID (ULID) for
each Clerk department and office. With these deposit slips, deposit
history information is sorted by department/office and ULID on bank
statements and Access Online reporting.
Access Online location reporting
The Clerk can continue to access location reporting through Access Online. Access Online users
can customize the filters and view of the Balance and Transaction Report, available through the
Reports function, as a Location Report that captures deposit information from each of the Clerk’s
locations. Each location is identified by a unique location identifier (ULID) number printed on the
deposit slip, which is then reported back to the Clerk’s main office/location, broken out by each of
the Clerk’s locations.
The Location Report view within the Balance and Transaction Master Report captures and
reports deposit information for the period the Clerk determines. Totals are calculated by each
ULID location ID for the date range selected along with other optional totals. The information
captured includes:
● ULID number
● Deposit date
● Deposit amount
● Deposit ticket and deposited check images (online output only)
2.14.3.7. The bank shall have a strong customer service orientation making
personnel available to answer questions pertaining to transactions that
require explanation, and to effect account opening/closing and transfers
as required.
The Commercial Banking Client Service model is a key differentiator for J.P. Morgan. Our staff of
highly trained CSPs has the authority to engage all levels of management on your behalf.
As your primary point of contact, your primary CSP, Robin Root is your advocate within
J.P. Morgan, and is responsible for delivering a high level of service daily. She provides a host of
services that are offered based on your individual needs, which may include, but are not limited to:
● Acting as the Clerk’s point of escalation and advocating on your behalf to resolve
inquiries or issues that arise
● Working with you to streamline and maximize your cash management functions
● Providing service support that aligns with your treasury operating model
● Performing analysis of your activity and identifying solutions for your needs in
collaboration with your relationship team
● Assisting you in navigating the bank and informing you about our online channels,
products and services
● Proactively alerting you to changes and addressing issues
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● Providing dedicated account and cross-product support
● Making proactive service calls to make sure your servicing needs are being met and that
we are informed of changes within your business
2.14.3.8. The bank shall establish a blanket authorized signature file which will
cover all accounts opened at the contracted bank in the name of the
Clerk of the Superior Court.
J.P. Morgan has established and will continue providing a blanket
authorized signature file that covers all accounts opened at the bank in
the name of the Clerk of the Superior Court.
2.14.3.9. The bank shall provide, as selected by the Clerk of the Superior Court,
blank check stock, 8½” X 11” MICR/OCR/security paper with multiple
security features, check at perforated top portion, single sheet. This
contribution is not to be charged back in hard dollars.
J.P. Morgan can continue to provide the Clerk of the Superior Court with
check stock. Ordering can continue through the recently established
online portal with Harland Clarke or it can be coordinated through your
client service professional, Robin Root. The cost for check stock ordered
through either Harland Clarke or Robin will be included on your account
analysis statement.
2.14.3.10. The servicing bank shall provide, as selected by the Clerk of the
Superior Court, pre-printed, pre-numbered check stock, 8½” X 11”
MICR/OCR/security paper with multiple security features, check at
perforated top portion, single sheet for the two low volume (i.e., Fees
and Trust) accounts. This contribution is not to be charged back in hard
dollars.
J.P. Morgan can continue to provide the Clerk of the Superior Court with
check stock. Ordering can continue through the recently established
online portal with Harland Clarke or it can be coordinated through your
client service professional, Robin Root. The cost for check stock ordered
through either Harland Clarke or Robin will be included on your account
analysis statement
2.14.3.11. The clerk’s office will not regularly accept foreign checks. However, the
bank shall process all foreign checks with fees paid from soft dollars.
J.P. Morgan understands this requirement and can continue to process
foreign currency checks for collection with fees charged though account
analysis.
The Clerk can continue to send multicurrency check deposits to
J.P. Morgan’s International & Domestic Collections operations in
Houston. Same-day ledger credit of select currencies is available for
items received by 12:30 p.m. MT.
2.14.3.12. The bank shall provide a “primary” interest bearing account for the Clerk
of the Superior Court Escrow account. This account will be used for
individual court deposits that are ordered by the court to be held in an
interest-bearing account. The Clerk of the Superior Court will have the
ability to add “groups” to this primary account and “sub-accounts” within
each group as necessary. Each deposit will have a unique identification
number (generally the case number) which shall appear in all bank
statements.
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Acknowledged. J.P. Morgan will continue to provide Segregated Deposit
Account (SDA) services to the Clerk based upon current activity levels.
2.14.4. Deposit Services
2.14.4.1. All deposits must be credited to the clerk’s ledger balance immediately
upon receipt.
Acknowledged. The Clerk can continue to deposit cash and checks.
2.14.4.2. The clerk will take appropriate steps to facilitate the quickest possible
collection of deposits by the bank, such as multiple daily deposits when
necessary, separation of large items into “special” deposit slips, and
immediate notification to the bank of items deserving special handling.
J.P. Morgan understands the Clerk will take appropriate steps to
facilitate the quickest possible collection of deposits by the bank, such
as multiple daily deposits when necessary, separation of large items into
“special” deposit slips and immediately notifying us of items deserving
special handling.
2.14.5. Currency and Coin Services
Services shall be provided for currency purchases, coin purchases, coin bags and
wrappers, and locking bank bags. The bank must also accept unrolled coin for
deposit. The clerk anticipates making telephone calls from any of its 10 locations
to the bank, requesting specific operating needs for that location by armored car
delivery the following day.
J.P. Morgan can continue to provide the Clerk with services for currency
purchases, coin purchases, coin bags and wrappers, and locking bank bags. We
will also accept unrolled coin for deposit.
2.14.6. Accept/Return
The bank shall give credit for stopped, voided, and canceled issues; and accept,
return and give credit for forged issues whenever returned with a certification of
forgery.
Acknowledged. The Clerk’s claims should be submitted in accordance with the
requirements and within the timeframes established by the account terms.
J.P. Morgan has been an industry leader in offering a wide a variety of
sophisticated fraud protection services, to protect our clients and the bank from
financial loss due to payment fraud. The laws governing checks and negotiable
instruments, primarily in Federal Regulation CC and the Uniform Commercial Code
(UCC), and interpretation of those laws have been changing to reflect a shared
responsibility and partnership between clients and their banks. Therefore, we
strongly recommend that the Clerk use positive pay, payee name verification and
other applicable fraud protection services, to prevent losses due to check fraud.
Each situation is different and will be examined and researched carefully by our
Fraud Control team. The aspect of liability will then be determined on a case-by-
case basis, after all the supporting facts have been reviewed.
The UCC allows for certain terms to be modified by agreement, and most banks,
through their account terms, require clients to review their statements within 30 or
60 days and report any errors.
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The bank has a designated fraud area that works closely with the client to send
out and subsequently obtain any necessary information (i.e., affidavits of forgery)
to begin the recovery process. Concurrently, after being notified, the fraud recovery
area immediately contacts the bank of first deposit in an effort to place a hold on
any remaining funds in the account. Upon receipt of the appropriate documentation
from our clients, the bank’s fraud recovery area will then forward the necessary
information to the bank of first deposit and continue working the case until an
official response has been received back.
J.P. Morgan and the banking industry standard operating procedure is to issue a
credit to a client’s account once the investigation has been completed and the
reimbursement is received from the bank of first deposit. Breach of warranty
resides with the bank of first deposit. On average, a claim may take 90 days to
resolve. The credit usually takes place within three banking days after receiving
the reimbursement check. There is no governing time frame for a response. If we
receive a denial, no credit is issued.
2.14.7. Electronic Services
2.14.7.1. The bank shall provide electronic services that would include
transference of funds between Clerk of Superior Court accounts and
between financial institutions.
The Clerk can continue to use Access Online to transfer funds between
the Clerk’s accounts and between financial institutions.
Full details surrounding payment initiation methods can be found under
Section 2.6 Wire Transactions, Question 2.6.1.
2.14.7.2. The bank shall provide the Clerk’s office the online ability to review
account activity, stop payments, view deposit and disbursement detail.
J.P. Morgan can continue to provide the Clerk’s Office with the ability to
review account activity, stop payments, and view deposit and
disbursement detail via Access Online.
2.14.7.3. The bank shall provide the Clerk of the Superior Court the ability to
obtain bank account statements for 90 days.
J.P. Morgan provides images of all on-us transactions (paid checks,
deposit tickets, advices/ adjustments), bank statements and ARP
reports through Access Online. Images of cleared items are also
available by direct transmission. Check images and ARP reports are
stored for seven years (standard) with an option to extend retention up
to ten years. Bank statements are stored for seven years. The Clerk may
also contact Robin Root for guidance or assistance with image copies,
as needed.
2.14.8. Processing Procedures
2.14.8.1. Some services that the Clerk of the Superior Court may require from the
bank are:
2.14.8.1.1. Reading invoices with payments and the pay information
loaded to an electronic listing that can be transmitted online
J.P. Morgan can continue to provide the Clerk with reading
invoices with payments and the pay information loaded to
an electronic listing that can be transmitted online.
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Access Online can export information throughout the day to
update the Clerk’s system. For interface to treasury
workstation environments, the service provides balance and
transaction information in the following formats: BAI2,
comma-separated values (CSV) and formatted reports.
The Clerk can also export data from Access Online to
Microsoft Excel and other software packages.
In addition, to facilitate an automated interface to the Clerk’s
in-house system, J.P. Morgan can continue to provide you
with a direct transmission of current and/or prior-day
balance and transaction information in BAI2 format, as is
currently done for the Sheriff’s and Treasurer’s offices.
2.14.8.1.2. Sure-paycheck services
J.P. Morgan can continue to provide the Clerk with ACH
services.
2.14.8.1.3. Providing the printing and mailing of restitution checks
For more than 30 years, we have helped clients benefit 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.
2.14.9. Summary
2.14.9.1. Billing court orders: For individuals paying by time payment (e.g.,
criminal financial obligations, fee deferrals, etc.), the Clerk’s office may
invoice the debtor each month.
2.14.9.2. The billed debtor may pay:
2.14.9.2.1. By electronic funds transfer from his/her accounts
As discussed in response to Section 2.5. Business Activity Services,
Question 2.5.1.8., J.P. Morgan can continue to provide the Clerk with
eLockbox services to accept electronic funds from your constituents’
accounts.
ACH eLockbox is an electronic payments collection product for bill
payments generated by online banking and other online bill payment
services. Bill payments are consolidated and credited as a single deposit
to the Clerk’s account, with the payment data provided in a transmission
that can be integrated into the Clerk’s system. ACH eLockbox can
accept incoming CIE, CCD, CCD+, CTX, WEB, TEL, PPD and PPD+
transactions. Note that ACH debit entries may also be accepted by an
eLockbox setup, resulting in an aggregate debit posting to the client’s
J.P. Morgan account.
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2.14.9.2.2. To any receipting office of the Clerk of the Superior Court
J.P. Morgan can continue to accept payments received at
any office of the Clerk of Courts.
We can accept payments received by any of your offices via
the following avenues:
• Lockbox (described in Section 2.4.7 Lockbox
Services)
• Branch or vault deposits (discussed in Section 2.2
Scope of Banking Services)
• Remote deposit capture (discussed in Section 2.7
Electronic Deposits)
2.14.9.2.3. Via use of telephone-initiated transfer
J.P. Morgan can continue to accept payments received by
the Clerk via telephone-initiated transfer. These transfers
are usually an incoming ACH credit that debtors have
originated through their online bill pay service.
2.14.9.2.4. Disbursing of monies to the payee: The methods of making
disbursements to a payee shall be through a check mailed
to a payee or electronic funds transfer to the payee’s
account.
J.P. Morgan can accommodate the Clerk’s payables
requirements.
The Clerk can:
• Write and issue a check drawn from the proper
J.P. Morgan account.
• Use Access Online to initiate an electronic funds
transfer into the desired payee’s account.
• Send the bank an electronic Check Print file
whereby we will create and mail paper checks to
all payees on behalf of the Clerk. The file can
contain a small or large number of paper checks
to be issued, at your discretion. Files can be sent
on any frequency you desire.
• The Clerk may also issue a wire transfer, if
desired, although an ACH payment will be the
most cost-efficient method for issuing outgoing
payments.
• Outgoing wire transfers are immediate credit to the
payee but more costly to execute. In contrast,
outgoing ACH settle in one or two days but cost
only a few pennies per item.
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• The Clerk may also wish to consider sending the
bank a Host-to-Host Payments mixed payment
file. As described earlier in Section 2.6. Wire
Transactions, the mixed payment file can contain
any combination of wires, ACH, and paper checks
in a single file transmission to the bank. It should
be noted that the County already has a Host-to-
Host Payments channel in place, which is
presently utilized by Finance. The Clerk may wish
to consider leveraging this existing conduit to send
your own files through this same channel.
J.P. Morgan can work with the Clerk and OET to
scope out the requirements and cost
effectiveness.
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EXHIBIT C – CONSOLIDATED SERVICE TERMS
Consolidated
Service Terms
J.P. Morgan Chase provides an array of treasury services to meet your business needs.
This booklet contains important information about J.P. Morgan Chase solutions that we
provide. If you would like to add a service that is covered in this booklet, please contact
your Commercial Banking Representative
TREASURY SERVICES (United States)
Commercial Bank
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Welcome to JPMorgan Chase Bank, National Association (“J.P. Morgan”, “Chase”, or “Bank”). We are
pleased that you have decided to maintain a banking relationship with us. This Consolidated Service
Terms booklet (“Booklet”) contains the terms and conditions for certain cash management services
(“Service Terms”) J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter,
Certificate Regarding Accounts, Business Signature Card, service implementation form or similar
document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet,
you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such
supplements, amendments, notices and additional service terms provided to you from time to time will
govern your existing and future deposit accounts maintained with us, in addition to those services that the
Bank provides to you, as applicable.
This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers.
All Service Terms are subject to the Bank’s Account Terms. Any modifications to this Booklet, including but
not limited to any changes, amendments, deletions, and/or additions, will not be binding upon the Bank
unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase.
JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
We look forward to serving your business needs and thank you again for choosing Chase.
SERVICES FOR CUSTOMERS
A. ACH Origination
B. ACH Transaction Blocking & ACH Transaction Review
C. Lockbox
D. Coin & Currency
E. Positive Pay, Reverse Positive Pay and Payee Verification
F. Controlled Disbursements
G. Image Cash Letter
H. Check Print
I. ACH Tax Payment
J. Remote Capture Service Terms
K. Electronic Channels
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Service Terms – Consolidated Service Terms Booklet
The services described herein (each a “Service”) are subject to the Bank’s Account Terms (as may be
amended from time to time), which are hereby incorporated by reference into each Service Terms. By using
any of the Services described hereunder, the Customer acknowledges that it has received and agreed to
the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms,
unless otherwise defined herein, shall have the meanings set forth in the Account Terms
A. ACH ORIGINATION
The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to
exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination
of ACH Entries and the transmission and issuance of related transactions and information will be pursuant
to these terms and the Operating Rules and Guidelines (collectively the "Rules") of the National Automated
Clearing House Association. Capitalized terms used in this subpart, unless otherwise defined in this subpart
shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with
and be bound by the Rules as in effect from time to time, including without limitation, the provision making
payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement
for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact
that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount
credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry.
1. Service. Bank provides automated clearing house (“ACH”) origination services that will enable
Customer to do one or more of the following:
• originate ACH Debit Entries;
• originate ACH Credit Entries; and
• instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications
of change or other information pertaining to the Entries.
Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and
approval or set up for one ACH service does not automatically create the ability to utilize the other. The
Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH
Operator.
It is Customer’s responsibility to provide Entries and instructions to Bank with all the necessary
information to complete Customer’s requested transactions. Customer agrees to transmit Entries to
Bank in the manner, at the times and in accordance with approved media, content and format as agreed
by Bank and Customer. Bank may reject or delay processing transactions or information if instructions
are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the
criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank’s
established cut-off time in order for processing to commence on that ACH processing day. Any request
that is incomplete or that Bank finishes receiving after the relevant cut-off time will be processed by
Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance
by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or
returned. If Customer wants Bank to re-process those transactions or transmissions, Customer must
correct them and re-submit them. Customer agrees to furnish Bank with copies of any authorizations
or notifications, if requested, as well as any other information reasonably requested by Bank relating to
Entries originated by the Customer. Customer shall provide Bank’s auditors and other personnel with
reasonable access at all reasonable times to the Customer’s facilities, data and records relating to the
initiation of Entries for the purpose of auditing Customer’s compliance with these Service Terms and the
Rules.
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2. Security and Data Protection Procedures. All instructions received by Bank in Customer’s
name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those
procedures, Bank may process and transmit transactions or information in Customer’s name. Unless
Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or
encrypted using commercially reasonable security technologies meeting standards acceptable to
Bank. If Customer uses a security procedure other than as described above, Customer acknowledges
that Customer refused Bank’s security procedure and chose another and Customer agrees to be bound
by any transaction, whether or not authorized, issued in Customer’s name and accepted by Bank in
compliance with the security procedure Customer chose. If Customer elects not to utilize
recommended message authentication and/or encryption technology, Customer assumes all
responsibility for unauthorized disclosure or unauthorized access to Customer’s data that occurs during
transmission or while such data is in storage. Customer shall not disclose any Receiver’s account
number or routing number to any third party for such third party’s use, directly or indirectly, in initiating a
separate Debit.
3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer’s account
with Bank that Customer specifies for the total of:
• Customer’s Debit Entries that Bank processed for settlement that day;
• RCCs issued for deposit to Customer’s account on that day; and
• any returned or reversed Credit Entries.
Bank may delay the availability of funds deposited into Customer’s account by Debit Entry or RCC until
those transactions cannot be reversed in accordance with the Rules or applicable law.
Bank will debit Customer’s account with Bank that Customer specifies for the total of Credit Entries
processed in Customer’s name and for any returned Debit Entries and RCCs. Bank may require
Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise
prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an
amount Bank specifies.
Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding
files of Credit Entries and/or Debit Entries and RCCs that Bank will release on Customer’s behalf. Bank
may change or cancel the limits at any time without prior notice to Customer; although Bank will try to
notify Customer before Bank does that.
4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same
warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account
with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry.
Customer will not be deemed to warrant the power of the Bank under applicable law to comply with
the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file
specifications contained in the Rules. The Customer further represents, warrants and covenants that
(a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and
acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless
Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained
Bank’s express consent to originate Entries as a Third Party Sender, Customer will not originate any
Entries, or use any of its Company IDs to originate Entries, on behalf of third parties (including, without
limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries
using a Customer account as the offset account unless Customer obtains Bank’s express consent to do
so.
Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all
of them harmless from and against any and all claims, demands, losses, liabilities or expenses
(including attorneys' fees and costs) resulting directly or indirectly from (a) Customer’s breach of any
warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request
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Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created
by Bank under Section 1 hereof.
Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry
the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry.
5. Stop Payments; Reversals and Recalls; Rejections. Customer’s instruction to cancel,
stop payment of, reverse or recall one or more Entries must be received by Bank in such time and
manner as Bank specifies. Bank will process these transactions in accordance with Bank’s procedures
advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI.
Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet
the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer
shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and
all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other
instructions may not be amended or modified.
If Customer originates Debit Entries to an account or accounts at a financial institution that is not a
Participating Depository Financial Institution in the ACH system (such account hereafter called a “Non-
ACH Eligible Account”), all such Debit Entries will be rejected unless Customer subscribes to a service,
subject to Bank’s prior consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH
Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve
Regulation CC (an “RCC”), on the Customer’s behalf. The RCC will be drawn in the amount and on
the Non-Eligible ACH Account of the individual or entity specified as the receiver in the Customer’s
instructions and will be deposited to the Customer’s designated account with Bank, Such RCC will
thereafter be processed through the check clearing system. If the Customer is using such service, the
Customer hereby authorizes the Bank to create each RCC as described herein and the Customer
warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn
authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer
authorizes the Bank to debit the Customer’s account for any claim or return based upon an
unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under
this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits
under any circumstances other than for Non-ACH Eligible Accounts and only when the Bank has
consented to provide such service, even if the Customer includes an instruction in its file for the Bank
to otherwise originate an RCC or paper draft.
6. Third Party Service Providers. Customer may choose to use a third-party service provider or
service bureau to issue Entries or other instructions, handle returned Entries or perform other functions
for and on Customer’s behalf. If Bank accepts such Entries or other instructions, Customer will be
bound by them. Customer is responsible for all actions taken or not taken by Customer’s provider and
Customer is responsible for all costs and expenses of Customer’s provider.
7. Third Party Sender. If Customer is a Third Party Sender, as such term is hereafter defined, (a)
Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the
obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its
obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank
harmless from and against any and all claims, demands, losses, liabilities and expenses, including
attorneys’ fees and costs, that result directly or indirectly from the failure of the Originator to perform
its obligations as an Originator under the Rules; (c) Customer agrees to cooperate with Bank
regarding any request for information concerning the identity of any Originator; and (d) Customer
represents, warrants and covenants that neither these Service Terms nor anything related to the ACH
Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or
provisions of any agreement, understanding or arrangement between Customer and the Originator.
Further, Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions
originated by Customer and for ensuring that instructions do not involve illegal activities. Customer
must notify Bank immediately if Customer suspects or become aware of any activity or transaction of
an Originator that Customer believes may be of an illegal or illegitimate nature or that involves the
proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the
source of funds. Bank will be entitled at any time upon notice to Customer to decline to provide the
ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator
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on whose behalf are originating Entries if Bank determines that there are excessive returns or
reversals of Entries originated on behalf of such Originator or if Bank becomes aware of any information
indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. As
used herein, “Third Party Sender” means an entity that is not an Originator, that has authorized an
ODFI or another Third Party Sender to transmit, for the account of the Third Party Sender or another
Third Party Sender, (i) a credit entry to the account of a Receiver in order to effect a payment from the
Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry) to the
Receiver, or (ii) a debit entry to the account of a Receiver in order to effect a payment from the
Receiver to the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting
the entry). Without limitation of the foregoing, Third Party Senders include U.S. regulated financial
institutions, brokers and other financial intermediaries as well as any other regulated or unregulated
payment processors that are customers of the Bank and use their accounts to process payments
for third parties (including affiliates of the Customer).
8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as
IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate
such Entries only through one of Bank’s ACH origination channels that support IAT origination. Some
of Bank’s ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise
Customer as to which of Bank’s ACH origination channels can be used for IAT origination.
If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer
acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such
fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions
and the time the transaction is executed and/or reversed, returned or recalled. Any payment returns
and/or reversals will be credited to Customer’s account in the currency in which Customer’s account is
denominated, and Customer is responsible for any rate fluctuations.
In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside
the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are
subject to the laws, regulations and payment system rules of the receiving bank’s jurisdiction.
Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to
the Bank’s or RDFI’s review of such Entries for OFAC compliance. Further, Customer understands and
acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit
Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to
the Settlement Date be made available to the Receiver at the opening of business on the Settlement
date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry,
but funds are not required to be available at opening of business on the Settlement Date.
9. Incorporation of Account Documentation; Termination. The provisions of the account
documentation, including terms and conditions governing the operation of business accounts and
services, are incorporated into these Service Terms by reference. By acknowledging or signing the
applicable account documentation or by using or continuing to use the ACH Origination Services,
Customer agrees to these Service Terms. In addition to Bank’s termination rights under the
aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms
and the Services upon notice to Customer in the event of the Customer’s breach of the Rules.
B. ACH TRANSACTION BLOCKING & ACH TRANSACTION REVIEW
ACH Transaction Blocking is a Service that allows a Customer to block and return ACH debit and credit
Entries originated to the Customer’s account with the Bank. ACH Transaction Review allows the Customer
to review ACH debit and credit Entries originated and posted to the Customer’s account with the Bank and
to instruct the Bank to return some or all of these transactions.
1. ACH Transaction Blocking:
a) Service. The Customer can select from a variety of authorization or blocking criteria and advise
the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked
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transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.
b) Company IDs. If the Customer elects an option that blocks or allows ACH debits or credits from
specified companies, the Customer must supply the Bank with the applicable ACH Company
ID of the Originator as it appears on the Company/Batch Header Record. The Company ID will
be the sole criterion for blocking debit and credit Entries (unless Customer has also set
maximum dollar limits) and Bank will have no obligation to take any other steps to determine the
identity of the Originator. The Customer will be solely responsible for obtaining the correct
Company ID for each such Originator.
The Customer understands that Company IDs are not unique and that a Company ID may identify
more than one Originator, and one Originator may have multiple Company IDs. The Customer
understands that Company IDs are not a perfect filter and that transactions from Originators may
be blocked or allowed if the Originator uses a Company ID other than the one Customer identifies.
The Bank will not be responsible for transactions blocked or allowed in accordance with the
instructions the Customer provides for the Company ID.
c) Transactions Not Affected by Blocking. ACH debit and credit blocks do not apply to
certain transactions. The following types of ACH- related transactions will not be blocked:
▪ debits or credits to the Customer’s account to offset any ACH credit or debit Entries originated
by the Customer through Bank;
▪ reversals of previously received ACH credit or debit Entries;
▪ returns or reversals by the RDFI of ACH debit or credit Entries originated by the Customer
through the Bank;
▪ Reclamation Entries (debits);
▪ debits or credits to the Customer’s account initiated by the Bank or Bank’s agent or affiliate
to correct processing errors, effect back valuations, make other adjustments or, with respect
to debits, for fees, charges or other amounts the Customer owes the Bank or Bank’s affiliates;
and
▪ debits or credits to the Customer’s account that the Bank posts pursuant to its internal
procedures in order to comply with applicable law, regulations or payment system rules or
guidance.
2. ACH Transaction Review:
(a) Service. Customer shall use filter criteria available through the service to select the types or
categories of incoming ACH debit and/or credit transactions it wishes to review or the Customer
may elect to review all incoming ACH transactions subject to Section 2(d) below.
(b) Review and Return Process. Based upon the filter criteria selected by the Customer, ACH
transactions meeting that criteria will be made available for the Customer to review not later
than a designated time on the banking day following the day on which the transactions are
posted to the Customer’s account. The details provided by the Bank for each Entry will include
account number, dollar amount, company ID, receiver’s name, standard entry class code and
settlement date.
(c) The Customer shall advise the Bank by means of an agreed upon transmission method not later
than the Bank’s designated cut-off time on the same day as transaction information is made
available of those transactions, if any, that are unauthorized and that the Customer wishes to
return. The Bank is entitled to rely on any instructions which it receives and which it reasonably
believes to be genuine. The Bank shall return all such transactions and make corresponding
adjustments to the Customer’s account to which the transactions had been posted. All
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transactions reported to the Customer as to which Bank does not receive a timely instruction
from the Customer will remain posted or be returned based on the Transaction Review profile
default decision setting established by the Customer.
(d) ACH Transactions Not Subject to Review. The following types of ACH transactions will not be
made available for the Customer’s review and decisioning:
• debits or credits to the Customer’s account to offset any ACH Entries originated by the
Customer through the Bank;
• reversals of previously received ACH Entries;
• returns or reversals by the RDFI of ACH Entries originated by the Customer through the
Bank;
• Reclamation Entries;
• debits or credits to the Customer’s account initiated by the Bank or Bank’s agent or
affiliate to correct processing errors, effect back valuations, make other adjustments, or to
comply with legal requirements or for fees or charges the Customer owes the Bank or
Bank’s affiliates; and
• if the Customer is also subscribing to the ACH Transaction Blocking service, any
transactions blocked and returned pursuant to that service.
(e) Certain Reviewed Transactions Maybe Returned/Posted Despite Instructions. Certain
transactions reviewed and approved by the Customer may nevertheless be returned by the
Bank. This will happen if (i) there are insufficient funds in the Customer’s account to cover the
amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the
transaction, or (iii) the Bank determines the transaction must be returned for legal or regulatory
reasons. Certain transactions that the Customer advises should be returned may nevertheless
be posted by the Bank; these include ACH debits or credits to the Customer’s account that the
Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations
or payment system rules or guidance.
C. LOCKBOX
Lockbox is a remittance processing Service offered to customers to support their accounts receivables
business needs. Through this service, the Customer’s remittance deposits are sent to a Post Office Box
and picked up by the Bank and delivered to or via courier for further processing and posting to the
Customer’s deposit account.
1. Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have
unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service.
Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain
prior approval from the Bank. Upon approval, the Customer will secure such services directly with the
United States Postal Service (the “USPS”) and ensure the Bank is authorized to collect the mail. The
Bank shall not be responsible for delays in processing due to the Customer’s failure to pay the USPS
for such services or any other action taken or not taken by USPS. The Bank may direct clients to
include specific codes or formats within their assigned address in order to ensure mail is identified
correctly. The Customer is responsible for ensuring their customers’ remittances are properly
addressed in order to prevent delays in processing.
2. Deposit; Endorsement. The Bank will collect all mail delivered to the designated Post Office Box,
and will open the mail, process the checks eligible for this service (the “Items”) and credit the funds
to the Customer account or process for collection the Items received, except: i) Items which the
Customer has instructed the Bank in writing, and the Bank has agreed not to process; ii) Items which
the Bank believes should receive the Customer's special attention; iii) Items for which the Customer
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is not the payee, unless the Customer has provided proper authorization to process for credit or
collection of such Items; and iv) any other matter or merchandise received. The Bank will not process
such excepted Items or other matters or merchandise but will forward them to the Customer
unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted
from processing. The Bank will process credit card payments as point of sale transactions, obtaining
authorization as required by applicable card rules; provided, however, the Bank will not place phone
calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a
merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank
assumes no liability for any matter or merchandise received through the Post Office, which is not a
depositable Item, including cash. Any failure by the Bank to process an Item other than as provided
herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable
to the Bank as a general endorser on all Items processed by the Bank.
3. Differing Amounts. If the amount of an Item written in words and figures differ, the Item will be
processed for amount written in words. If the Item is accompanied by an invoice or statement and
the amount on the statement matches the amount written in figures, and the Customer has
requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item
may be processed for the amount written in figures. In the event the Bank processes the Item for the
amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that
action.
4. Foreign Items. This Service is limited to Items drawn on domestic banks so to the extent the Bank
notices that any Items drawn on foreign banks have been deposited such Items shall be forwarded to
Customer as unprocessable.
5. Returned Items; Re-presentment. If any Item is returned to the Bank unpaid for any reason or there
is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item,
together with any fees or other amounts allowed on such claims or for returned Items, against the
Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If,
however, the Bank has been instructed in writing by the Customer to re-present Items which have been
dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so
automatically and without notice to the Customer, and the Bank reserves the same rights to debit the
Customer Account should any such Items remain unpaid after the re-presentment.
6. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing
Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send
any images or data or allow access through the Delivery Media to any images or data which are not
requested or accessed in accordance with the Security Procedures. The Customer acknowledges that
once a CD-ROM is received, or it has accessed images by any Delivery Media, persons having access
to the Customer's computers and image archives may have access to the Imaged Items, Imaged
Documents and lockbox transaction data.
7. Image Option. If the Customer elects and this image option is available at the designated Bank
processing location, the Bank will provide images of the Items ("Imaged Items") received together with
images of related documents ("Imaged Documents"), through the media ("Delivery Media") and at the
intervals agreed upon between the Bank and the Customer. The Customer may receive additional
service material, including user guides, software licenses and other terms in connection with the
selection of this option.
8. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all
Items and associated remittances and retain original documents on site for no longer than 14 days. All
original documents will be destroyed 14 days after processing. If the Customer uses the Bank’s
Regional Retail Lockbox product, associated original documents are retained on site no longer than 7
days. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable
transaction regardless of any additional imaging service requested by the Customer. If the Customer
elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30)
days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the
applicable transaction., per the Customer’s selection If the Customer elects to image and not store
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Imaged Documents with the Bank, such images will be delivered to the Customer via daily Direct Image
Transmission.
9. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the
same as the information in the data entry file provided to the Customer for the applicable time period. If
the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will
provide images that are as legible as possible given the legibility of the underlying remittance documents
and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the
original remittance items provided to the Bank, and it reserves the right to review and approve sample
remittance items for legibility prior to providing this service. The Customer is responsible for reviewing
images obtained through the Delivery Media and to promptly notify the Bank of any images that are not
clear.
10. Disclosures. As between the Customer and the Customer’s clients, if applicable, certain payments
collected hereunder may be subject to various cut-off times and payment deadlines (the “Disclosures”).
The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any
such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or
implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment
cut-off times established by the Bank are in compliance with the Disclosures and Customer’s
responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees
that the data processed by the Bank belongs to the Customer or the Customer’s clients.
D. COIN & CURRENCY
Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery
and deposit services to companies that use large quantities of cash. With a nationwide vault network,
Customers can place orders for coin and currency, make deposits and track activity by location through
electronic reporting options.
1. Cash Orders
1.1 Placement of Cash Orders. The Customer may issue written instructions for the Bank to release
United States coin and currency (“Cash”) to an armored courier service (the “Courier”) as
designated by the Customer in accordance with the Bank’s guidelines (“Cash Order”). The
Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times
as set forth in the guidelines. The Bank is authorized to debit the account of the Customer
designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed
to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank’s
branch locations by issuing a check to debit the Customer’s account at the Bank or as a “cash
for cash” exchange. If there are insufficient funds in the designated account, the Bank is
authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated
account even if such debit causes an overdraft, or to debit any other account of the Customer
at the Bank.
1.2 Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that
may be delivered pursuant to a Cash Order (“Cash Limit”).
1.3 Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24
hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the
Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash
Order Claim Form. The completed form and proper documentation must be sent to the Bank and
post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48-
hour period may be denied, and the Customer will have no right to refuse or receive an adjustment
after such time period.
1.4 Cancellations and Amendments. A Cash Order may be cancelled by the Customer
telephonically, electronically or in writing by a person the Bank reasonably believes to be
authorized to act on behalf of the Customer and only if the cancellation is received within a
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reasonable time before the Cash is delivered to the Courier (“Cancellation”). A Cash Order may
only be amended telephonically, and the Bank will not be responsible for any change in a Cash
Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate
Cash being delivered.
1.5 Notice of Rejection/Execution. If the Bank rejects a Cash Order request, it will promptly notify
the Customer of the reason. The Bank will notify the Customer when it has executed a Cash
Order. Unless, within three (3) business days after receipt of notification of the execution of a
Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or
otherwise unenforceable against the Customer, the Bank shall not be liable for executing the
Cash Order as notified, including any loss of interest.
1.6 Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other
electronic communications device mutually agreed upon by the Customer and the Bank, based
upon codes assigned by the Bank to the Customer that identify the Customer and the location
(collectively, “Codes”). The Customer agrees that use of the Codes constitutes a security
procedure for verifying the authenticity of the Cash Order as being that of the Customer (“Security
Procedure”). The Customer and the Bank will maintain reasonable security and control of the
Codes. The Bank is not responsible or liable for detecting any error in the transmission or
content of any Cash Order or Cancellation and the Security Procedure is not intended to detect
any such error. No agreement or instruction of the Customer restricting acceptance of any Cash
Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a
writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash
Order requests made by the Customer at one of our branch locations when the Customer is
making a “cash for cash” exchange or issuing a check to debit the Customer’s account at the
Bank.
1.7 Geographical Limitations. The Customer represents and warrants that all Cash Orders will be
used by Customer in its normal course of business at the Customer’s store/office locations in
the United States.
2. Cash Deposits
2.1 Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks
to or from the Bank by using the services of a Courier that has been authorized by the Bank,
who will act solely as the Customer’s agent. The Courier must comply with the Bank’s guidelines,
as amended from time to time, and must maintain all licenses and permits required by law in
addition to adequate insurance to cover its liabilities in providing courier services to the
Customer. The Bank may refuse to permit any courier to enter its premises with or without
cause, in which case the Bank will use reasonable efforts to promptly notify the Customer.
With regard to Customer's Courier, Customer is responsible for any individual's actions while at
the Bank's facilities including theft, property damage, intentional crimes and any other act or
omission even if such actions would be considered outside the scope of their employment
and whether the individual is impersonating an employee of the courier if the Bank has followed
its customary procedures for identifying the individual.
2.2 Deposit Presentment and Processing for Standard Courier Service. With regard to deposits
delivered to one of the Bank’s vault locations, the Customer’s Courier must deliver deposits
in sealed tamper-proof plastic security deposit bags that meet the standards described in the
Bank’s guidelines and contain only Cash and checks. The bags may also contain food stamps
if the Customer provides proof satisfactory to the Bank of the Customer’s authority to redeem
food stamps. The Bank will open the bags and process the deposits.
(a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the
Bank will provide a receipt indicating the number of bags it has received. This receipt is not
an acknowledgment of the contents of any bag, nor is any telephonic or other
acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by
electronic means.
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(b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer
deposits at a branch location, the Bank will not verify the amount of the deposits at the time
of receipt but will provide the Customer with a receipt showing the amount indicated in the
Customer’s deposit slip. This receipt is not an acknowledgment of the contents of any bag.
2.3 Courier Service through the use of a Smart Safe or Recycler Machine. The Customer may
use the services of a courier that has been authorized by the Bank, who will act solely as the
Customer’s agent. The courier must comply with the Bank’s guidelines, as amended from time
to time, and must maintain all licenses and permits required by law in addition to adequate
insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any
courier to enter its premises with or without cause, in which case the Bank will use reasonable
efforts to promptly notify the Customer. The Customer will receive Advance Credit only for Cash
placed in Deposit Cassette (as defined below) component of the machine. The Customer’s
courier is authorized to transmit the Cash information only with regard to the Deposit Cassette
component of the machine to the Bank on the Customer’s behalf and the Bank, upon receipt of
such data transmission, will provide provisional credit to the Customer’s designated account. The
courier will deliver the Cash to the Bank as directed by the Bank at the Customer’s expense. The
Customer authorizes the Bank to instruct the courier to pick up any Cash for which the Bank has
given provisional credit at any time at the Customer’s expense. For purpose of these Service
Terms, “Deposit Cassette” is the component of the machine whereby the Customer places Cash
into such component and only the courier is able to access such Cash once it is placed in the
Deposit Cassette.
2.4 Deposit Presentment and Processing through the use of a Smart Safe or Recycler
Machine. The Customer agrees that once the Cash is in the Deposit Cassette component of
the machine, the Customer no longer has any ownership, control or rights with regard to the
physical Cash and that the Bank is authorized to rely upon the transmitted information from the
Customer’s courier with regard to deposits or adjustments to the Customer’s deposit account with
the Bank. Once the Customer’s courier has completed the verification of the Cash from the
Deposit Cassette component of the machine and has transmitted the deposit/adjustment
information to the Bank, the Cash is then placed into the Bank’s inventory at the courier’s location.
In the event of a dispute related to the amount credited to the Customer’s deposit account, the
Customer will initiate its claim and request for an investigation with its courier.
2.5 Discrepancies. All deposits are subject to verification. If there are differences between the
amount credited by the Bank and the amount shown on the deposit slip prepared by the
Customer, the receipt provided to the Customer or its agent upon initial presentment or the
transmission received from the courier on the Customer’s behalf, the currency will be re-counted
for discrepancies over the minimum amount specified in the Cash Vault Services Product Guide,
the “Threshold” amount, the Customer’s representative designated in the service
implementation questionnaire will be notified of the adjustment, and an adjustment fee will be
charged. If the discrepancy is in the Threshold amount or less, the Bank will not adjust the
Customer’s account, the Bank will retain the discrepancy amount, and no adjustment fee will be
charged. The Bank’s determination and records as to its receipt of any bag and as to the contents
of any bag is conclusive and binding on the Customer.
2.6 Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and
enters a final credit to the Customer’s account, the Bank is not responsible for any claimed
contents of the bags. The Customer should not include anything in a bag other than Cash and
its deposit slip, and the Bank shall have no responsibility or liability if there is any other property
included or claimed to have been included in a bag...
2.7 Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the
Bank’s unattended facilities (including but not limited to a night depository or commercial ATM),
the Bank may provide the Customer with an access device (such as a key or card that may require
a personal identification number (“PIN”). The Customer must return all access devices to the
Bank upon request. The Bank will process any deposits delivered to an unattended facility as
provided for in the Bank’s guidelines. If the Customer receives a receipt from an unattended
facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any
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bag. While the Customer or the Customer’s Courier is physically present at one of the Bank’s
unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the
safety of the Customer or its Courier while at such facility.
2.8 Liability at Unattended Facility. The Customer assumes all risks of using any unattended
facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a
facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the
Customer’s responsibility to verify that its bags have dropped down completely into the facility,
and the Customer agrees that it will not leave any bags in any facility that does not appear to be
operating properly. The Bank will not be liable to the Customer if any unattended facility, tele-
entry, or online system is closed or otherwise unavailable for use at any time.
2.9 Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by
Customer’s courier and from Customer’s physical store/office locations in the United States.
Cross-border cash deposits (i.e., cash brought into the United States from outside the United
States) are strictly prohibited
E. POSITIVE PAY, REVERSE POSITIVE PAY AND PAYEE VERIFICATION
JPMorgan Chase Bank, N.A. (the "Bank") will provide Customer, in accordance with the provisions set
forth in these Service Terms, with one or more of the services listed below (each a "Service") that help
prevent check fraud on deposit accounts by identifying discrepancies between checks (“Items”) presented
to the Bank for payment from the Customer’s demand deposit account associated with the Service (the
“Account”) and those Items that are issued by Customer. The provisions of the Bank’s account
documentation, including terms and conditions governing the operation of business accounts and services
as well as other service guides or material (the “Account Documentation”) are incorporated into these
Service Terms by reference. By signing the applicable Account Documentation or by using or continuing
to use any of these Services, the Customer agrees to these Service Terms.
1. Services.
With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares
such information to Items being presented for payment. With Reverse Positive Pay, the Bank sends the
Customer information on Items being presented for payment and the Customer does its own
comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes
payee name information and the Bank compares such information against the payee names on Items
being presented. As a condition precedent for receiving Payee Verification, the Customer must be
receiving Positive Pay in connection with the same Account.
2. Issuance Information.
The following information is defined as “Issuance Information” for each Item: i) Account number on which
the Item is drawn; ii) Item serial number; iii) dollar amount; iv) issue date, (not as part of Reverse Positive
Pay); and v) for Payee Verification only, the payee name. For Positive Pay and Payee Verification, the
Customer will provide the Bank the Issuance Information by the banking day on which the Customer
issues Items by means of a mutually agreed upon transmission method. The Bank will compare the
Issuance Information with the Items presented to the Bank for payment against the Account. For
Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer
will compare such information with the Items they have issued.
3. Discrepancies.
For Positive Pay and Payee Verification, if an Item is presented to the Bank for which it has not received
timely Issuance Information or that contains information different from the Issuance Information for that
Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated
time of the Banking Day following the Banking Day the Item is presented to the Bank for payment. The
Customer shall advise the Bank by means of a mutually agreed upon method by the designated time
on that same Banking Day whether any such Item is authorized for payment (“Presentment Decision”).
In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment
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Decision is requested, the Bank is authorized to return such Item unless otherwise agreed by the
Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the
Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually
agreed upon method by the designated time on that same Banking Day whether any such Item is not
authorized for payment, and in the event that the Customer fails to timely inform the Bank as required,
the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The
Bank is entitled to rely on any instructions by the Customer which it receives and which it reasonably
believes to be genuine. If a Customer attempts to change an instruction previously given by sending an
email or other message to the Bank, the Bank may, but has no obligation to, act upon such change
request.
4. Payee Verification Additional Terms.
For Payee Verification, Customer acknowledges that Items which have been converted to ACH
transactions prior to being presented for payment will not be eligible for this service and the payee
name information will not be compared to the Issuance Information for Items that have been converted
to ACH transactions. If Customer fails to provide the Issuance Information in the file format required by
the Bank, the Bank will not be liable for failing to detect any discrepancy between the Item and the
Issuance Information or for processing and payment of such Item. The Bank reserves the right to set a
threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the
Payee Verification service (the “Threshold Amount”). The Items below the Threshold Amount will be
handled according to the standard Account Documentation governing the Customer’s Account;
however, Customer will not be liable for such Items if the discrepancy would have otherwise been
detected under this Service. With regard to Payee Verification, the Bank will compare the payee name
provided in the Issuance Information to the payee lines contained in the name/address block identified
on the Item (presented as provided for in the Bank’s set-up requirements) and will otherwise be limited
to those parameters specifically agreed to by the Customer and Bank.
5. Voided Items.
The Customer agrees to place a void on an Item in the Issuance Information only with respect to Items
that are not in circulation. If the Customer decides to stop pay an Item that it has already issued, the
Customer is required to place a Stop Payment request pursuant to the relevant terms of the Account
Documentation, outside of these services.
6. Item Payment.
The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does
maintain such signature cards, in no event shall the Bank be obligated to inspect any Item for the
presence or authenticity of any signature or to determine whether any signature is authorized. The
Customer acknowledges that the Bank’s adherence to these procedures in these terms, in lieu of
signature examination, will constitute the exercise of good faith and ordinary care by the Bank in
handling Items presented for payment against the Account.
7. Over the Counter Presentment.
The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at
any of the Bank’s branch locations. If an Item is presented for encashment at one of the Bank’s branch
locations at the teller line and the account is under the Positive Pay or Payee Verification Service, the
Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller
line. If an Item is presented for encashment at one of the Bank’s branch locations at the teller line and
the account is under the Reverse Positive Pay Service, (i) the Customer authorizes the Bank to pay
such Item pursuant to the Bank’s policies and procedures for encashment, (ii) Customer assumes the risk
of any loss that would have been prevented through the use of Positive Pay or Payee Verification
services; and (iii) Customer agrees to unconditionally release, indemnify and hold harmless the Bank
against any and all liability loss or claim relating to an Item being cashed or returned over-the-counter.
The Bank may charge a person who cashes an Item drawn on the Customer’s Account a fee at the time
of encashment.
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F. CONTROLLED DISBURSEMENTS
Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain
control over idle balances and automate funding transfers and is designed to provide disbursement totals
early each business day.
1. Controlled Disbursement Account. Each controlled disbursement account (“Controlled
Disbursement Account”), except as set forth herein, shall be opened and maintained in accordance with
the Account Documentation. Customer agrees that if it fails to utilize one of the Bank’s positive pay
services on the Controlled Disbursement Account, that failure will constitute Customer negligence
contributing to the making of any unauthorized signature and Customer assumes the risk that checks
or drafts (“Items”) presented against the Controlled Disbursement Account may be forged or altered, to
the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will
have no liability for any loss related to an Item presented against the Controlled Disbursement Account
which would otherwise generally have been returned under such positive pay services.
2. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items
drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to
the Bank by a Federal Reserve Bank or another depository institution pursuant to a same- day
settlement arrangement. Bank will honor Items which are properly payable, but shall have no
obligation to pay any Item should sufficient immediately available funds to cover such Items not be
transferred to the Controlled Disbursement Account in accordance with these Service Terms and the
Account Documentation.
3. Over-the-Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item
presented for encashment at any of the Bank’s branch locations.
4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated
account for purposes of funding the Controlled Disbursement Account, or the funding account may
be maintained at an affiliated bank or other financial institution (the "Funding Account"). Customer
authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds
transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the
Controlled Disbursement Account even though such a debit may bring about or increase an overdraft.
All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in
immediately available funds. Customer will maintain sufficient available funds in the Funding Account to
cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank
shall have no obligation to transfer funds, process Items for payment or complete any funds transfers
unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the
Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement
Account. The Bank shall not be liable for failure to pay any Item presented for payment against any
Controlled Disbursement Account due to insufficient funds in the Funding Account.
5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer
and Bank information regarding Customer’s Controlled Disbursement Account.
6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account
routing transit number on the Items it issues from the Controlled Disbursement Account. Customer
acknowledges that if it fails to use such designated controlled disbursement account routing transit
number the Bank is authorized to terminate this Service or any Service feature upon notice to the
Customer.
7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as
determined in the Bank’s sole discretion, the Bank may immediately terminate the Service, any Service
feature, and/or may convert any Controlled Disbursement Account to a stand-alone demand deposit
account without prior notice to the Customer.
8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise
issue payment transactions or instructions on Customer’s Controlled Disbursement Account. Customer
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agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands,
losses, liabilities or expenses whatsoever, including attorney’s fees and costs, resulting directly or
indirectly from Customer’s breach of this Section 8. This indemnity shall survive the termination of
these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if
Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature
upon notice to the Customer.
G. IMAGE CASH LETTER
1. Service.
These terms govern the image cash letter service (the “Service”) which allows image-enabled check
customers to prepare and transmit electronic deposit information and check images instead of preparing
and physically depositing paper cash letters and associated original check.
2. Transmission and Processing.
Customer shall provide through its own methods or devices the captured check images and check data
from the Check, including the magnetic ink character recognition formatting (MICR) information through
electronic transmissions (the “Transmissions”) in the format and specifications required by the Bank’s
File Standards and within the cut-off times provided by the Bank. Customer authorizes Bank to
process the Transmissions as substitute checks, electronic images, or photos in lieu, as may be
applicable for further clearing through any other financial institution, clearinghouse, or Federal Reserve
Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions,
Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH
Origination Service Terms. Customer agrees that it is solely responsible for the creation and
transmission of these Transmissions to the Bank. If any Transmission (including any source document
for purposes of these Service Terms) does not meet the Bank’s or any transferee’s standard
requirements for processing, Customer assumes all risk of loss or delay in processing such
Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without
further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks
as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further
processing. Under this Service, “Checks” shall mean checks and drafts drawn in US dollars on, or
payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin
Islands), endorsed for deposit to Customer’s account at the Bank.
3. Image Cash Letter File Deposit Time.
The Transmissions must be sent to Bank prior to the deposit deadline. Any Transmission will be deemed
to have been received by Bank when the entire file has been written onto Bank’s system and made
available for Bank to validate. Based upon the size of the Transmission file, there may be a significant
delay between the time Customer begins to send the file and the completion of the transfer as stated
above. As a result, Customer will make every effort to send the Transmission file as early as possible.
Files that are received after a deposit deadline will be considered deposited as of the next deposit
deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is
met.
4. Customer Liability.
Customer shall be solely responsible if any Transmission for which Customer has been given provisional
credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for
same. Customer acknowledges that all credits received for deposit are provisional, subject to
verification, final settlement, or return. Information and data reported hereunder: (a) may be received
prior to final posting and confirmation and is subject to correction and (b) is for informational purposes
only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of
payment-related information as received from the Customer. Customer shall be solely responsible
for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of
an image or the original Check if requested by the Bank within five
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(5) business days of such request. If Customer is unable to provide the original or legible copy, Customer
shall be liable for any associated loss or claim involving the Check. Customer will not present a
Transmission or the original Check or substitute check more than once to the Bank if the initial
Transmission was processed as an ACH transaction and shall be responsible for any and all losses or
claims resulting from the Customer presenting such Check or Transmission for payment more than
once through any method.
5. Suspension/Cancellation of Service.
Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes
Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a
manner inconsistent with the rules and regulations relating to the Service being provided and such
breach, use or access is not cured within three business days after notice to Customer. Further, this
Service will automatically terminate if the Customer’s account with the Bank is closed for any reason.
Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party;
provided, however, that the terms of Section 9 will apply to any termination prior to the time period set
forth in the Pricing Schedule.
6. Intellectual Property Ownership.
Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or
proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest
in and to the Bank’s technology will remain solely with Bank or its subcontractors.
7. WARRANTIES AND DISCLAIMERS.
7.1 CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK
THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL
OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE
TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A
RECORD OF ALL APPLICABLE MICR- LINE INFORMATION REQUIRED FOR A
SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH
TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC
ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING
CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO
PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE
BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR
ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON
WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID;
(E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION
REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE
CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY
MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND
STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G)
CUSTOMER WILL ONLY CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS
PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI-MONEY LAUNDERING
PROGRAM IN COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS AND
REGULATIONS APPLICABLE TO IT AND SUCH ANTI-MONEY LAUNDERING PROGRAM
INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND
PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY
PREVENTS THE USE OF CUSTOMER’S OPERATIONS, PERSONNEL OR FACILITIES FOR
MONEY LAUNDERING PURPOSES; AND (I) CUSTOMER WILL ONLY ACCESS THE
SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE
UNITIED STATES; (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND
REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE.
7.2 DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR
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RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND/OR ACCESS TO OR USE OF
THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS
SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION,
TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING
OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH
RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY
OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK’S PROCEDURES.
CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY
THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY
SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK
DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK
MAY RECOMMEND CERTAIN SECURITY AND/OR COMMUNICATIONS SOFTWARE AND
SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND
MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS
EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE
BANK’S RECOMMENDED SYSTEM CONFIGURATION.
8. INDEMNIFICATION.
IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT
FOR LOSSES OR EXPENSES CAUSED BY BANK’S FAILURE TO EXERCISE ORDINARY CARE
OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR
EXPENSE SUSTAINED (INCLUDING ATTORNEY’S FEES AND EXPENSES OF LITIGATION)
RESULTING FROM (i) CUSTOMER’S LACK OF AUTHORITY TO MAKE THE WARRANTIES
PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE
OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) ANY
WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK
UNDER APPLICABLE LAW OR REGULATION.
9. Pricing Schedule/Volume/Termination Penalties.
Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by
reference, including the length of time the Service will be provided, the charges/fees and the volumes,
as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise
terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer
shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for
the Service for the period of time the Service was provided to Customer. Such termination fee shall
be paid within thirty (30) days’ after the effective termination date.
10. Audit.
Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed
as well as where the Transmissions are processed under this Service upon reasonable prior written
notice from the Bank.
11. Online Adjustments Services.
If Bank and Customer agree, Customer will submit its adjustment requests through the web based
SVPCO Online Adjustment Service (“Online Adjustment”) based on the following terms:
For Customers choosing the deposit account option where they settle for the Items through the
Customer’s deposit account at Bank (“Deposit Account”) option, Customer agrees to be bound by the
SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time (“SVPCO
Rules”). Bank will assist the Customer in implementing and registering for Online Adjustment.
Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online
Adjustments (“Form”). After the initial registration, Customer will be able to update its designated users
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directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to
be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge
Customer’s Account for any adjustments and related fees. Customer agrees that the Bank shall have
no responsibility with regard to the adjustment information transmitted through Online Adjustment.
Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online
Adjustment will automatically terminate upon the termination or expiration of the agreement covering
the SVPCO online adjustment service between Bank and The Clearing House.
H. CHECK PRINT
The Check Print Service enables the Customer to instruct the Bank to create and mail checks and/or
documents on behalf of the Customer.
1. Print Orders. The Bank will execute each print order requested by the Customer which is received by
the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the “Print
Order”). Print Order information shall include payee names and addresses. Customer agrees that it will
not include any other personally identifiable information or any protected health information in its Print
Orders. Print Orders may include printing of non-payment documents (“Documents”) if agreed to by the
Bank based upon these Service Terms.
2. Check Pull Requests. For any Print Order received by the Bank, the Customer may request the
Bank to pull a check(s) from processing by completing the Bank’s manual check pull request form
(“Check Pull Request”); provided, however, that a Check Pull Request will not be effective unless and
until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon
such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or
stop the payment or posting of a Print Order it has accepted.
3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in
compliance with the formatting and other requirements of the Bank set forth in its operating procedures.
Bank may reject any Print Order that does not comply with these Service Terms.
4. Issuance of Checks/Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause
a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer
to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with
the check issuance (“Documents”); and (d) mail or send the check by courier along with any
Documents as agreed upon (collectively, the “Issuance”). The Customer expressly grants the Bank
the authority to create and process such Issuances.
5. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the
Bank and will advise the Customer as to the reason. The notice or advice shall be deemed
commercially reasonable if made available through the Check Print Service or given electronically,
orally, by telephone or facsimile transmission.
6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as
received from the Customer and is entitled to rely on the information contained therein.
7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the
contents of any notice or instructions that Bank believes in good faith to be from the Customer without
any independent investigation. The Bank shall have no duty to inquire into the authority of the individual
giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the
Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the
Bank’s acceptance of any Print Order will be binding on the Bank, except as set forth in these Service
Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon
such change.
8. Limitation of Liability.
The Bank’s liability shall be limited to direct damages caused by the Bank’s failure to use reasonable
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care. Reasonable care in providing the Check Print Service shall be measured by the relevant
provisions of any service levels or business requirements and the standard of reasonableness of the
procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment
shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in
no case will be deemed wrongful.
9. Cashier’s Checks. If the Bank creates cashier’s checks under the Check Print Service, the following
additional terms will apply: (a) Customer will send the cashier’s check print file information (“File
Information”) to the Bank by the Bank’s cut off time on a given day (“Day One”); (b) the Customer
authorizes the Bank to debit the Customer’s designated account (“Funding Account”) for the amounts
shown on the File Information on Day One; (c) as the cashier’s checks from the File Information are
being processed, the account reconciliation issue file (“ARP File”) must match the date of funding found
in the File Information of the next banking day (“Day Two”); (d) for any cashier’s check for which there
is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier’s check,
the Bank is authorized to reject the creation of such cashier’s check; (e) fully funded cashier’s checks
will be printed on Day Two; (f) if the Customer is using one of the Bank’s online services, Customer
will be able to view information regarding the cashier’s checks which were funded and created and
those that were rejected; (g) any information from the File Information which cannot be used to create
a cashier’s check will be communicated to the Customer for further research and reconciliation; (h) if
any cashier’s check is returned as undeliverable, the cashier’s check will remain outstanding in the
Bank’s cashier’s check account and escheated according to applicable laws and regulations. If the
payee of a cashier’s check claims that the cashier’s check was lost, stolen, or destroyed before the
funds are escheated, such claim will be handled in accordance with the Bank’s procedures.
I. ACH TAX PAYMENT
1. Service. Bank will provide a service (the “Service”) whereby Customer can direct Bank, via touchtone
telephone or internet platform, to make tax payments through the automated clearing house (ACH)
system from an account with Bank that Customer specifies. Customer may use the service to pay:
• any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has
executed and delivered to Bank from time to time;
• certain state taxes; and
• certain municipal taxes.
Bank may pay taxes from Customer’s account in accordance with any instructions issued in Customer’s
name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using
the Service, Customer agrees to comply with and be bound by the Operating Rules of the National
Automated Clearing House Association (“NACHA Rules”).
2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only
during service hours that Bank specifies, and Customer acknowledges that Bank may change such
service hours upon prior notice to Customer. Bank must receive instructions, including but not limited
to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies)
on the Business Day prior to the day on which the tax payment is due. For purposes of this Section,
“Business Day” means a day on which the Bank is open for business in its New York office. Instructions
received after such time shall not be processed until the following business day and Customer shall be
liable for any charges, fees or costs associated with such payment. Bank may reject or delay
processing of a tax payment if the request is not complete or is inaccurate or otherwise does not meet
the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined).
The Service is not designed or intended to be used for any ACH tax payment that is required to be
formatted as an “International ACH Transaction” (or IAT) under the NACHA Rules. Customer agrees
not to use or attempt to use the Service to originate any ACH tax payment that is required to be
formatted under the NACHA Rules as an “International ACH Transaction” (or IAT). Customer shall
indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines,
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penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses,
resulting directly or indirectly from any ACH tax payment processed or requested to be processed by
Customer via the Service which should have been formatted under the NACHA Rules as an IAT.
3. Tax Payment Security Procedures.
(a) A Bank-issued or approved access code and PIN and/or other security device (“Security Device”)
is required to access the Service. The Customer shall be bound by and adhere to the security
procedures and other procedures for use of the Service advised to it in writing through any medium
by the Bank, as may be revised from time to time upon notice to the Customer (the “User Guide”).
The Customer shall notify the Bank immediately of loss or theft of a Security Device, any
unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or
disable any Security Device at any time and will inform the Customer of the same. The Customer
agrees that any use of the Service with a Security Device is deemed to be carried out directly by
and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to
instruct each Authorized User (as defined below) to do the same.
(b) This Section 3(b) applies to use of the Service through the designated internet platform but does
not apply to touchtone telephone access. Customer shall designate an administrator (the
“Administrator”) who shall have authority in accordance with the operational instructions for the
Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in
Administrator in the manner and form designated by Bank. Any such changes shall be effective at
such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In
accordance with the procedures contained in the User Guide, the Administrator shall be
responsible for (i) designating individuals as users (“Authorized Users”); (ii) identifying the
functions of the Service; (iii) requesting, creating, controlling, disseminating, and/or canceling user
entitlements; (iv) receiving and distributing materials, notices, documents and correspondence
relating to the security procedures; and (v) advising each Authorized User of his/her obligations
hereunder and under the User Guide. The Administrator shall provide to the Bank, upon the Bank’s
request, a list of Authorized Users.
4. Open Network Access. The Customer acknowledges that there are certain security, corruption,
transmission error and access availability risks associated with using open networks such as the
internet, and the Customer assumes all such risks. The Customer shall make an independent
assessment of the adequacy of the internet and the Bank’s security procedures. The Customer further
acknowledges that the selection and use by it of any third party security and communications software
and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all
risks related thereto, notwithstanding that the Bank may recommend certain security and/or
communications software and services. The Customer agrees to, at its sole expense, procure and
maintain all hardware, browsers, software, and telecommunications equipment necessary to access the
Service in accordance with the Bank’s recommended system configuration.
5. Funding. Customer authorizes Bank to debit Customer’s applicable account for the amount of each tax
payment and for any applicable bank fees and charges when due. In the event Customer does not
have sufficient funds in Customer’s applicable account to cover the amount of a tax payment, Bank
shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay
Bank the amount of each tax payment on the date of transmission of the tax payment instruction or
otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar
limits for the total value of all outstanding files of tax payments that Bank will release on customer’s
behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank
will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service
shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority.
6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same
warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be
deemed to warrant the power of the Bank under applicable law to comply with the requirements of the
NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications
contained in the NACHA Rules. Customer further represents and warrants to Bank that: (i) Customer
shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each
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tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer
acknowledges that payments may not be initiated that violate the laws of the United States.
Customer agrees to indemnify Bank and Bank’s employees, officers, directors and agents, and hold all
of them harmless from and against any and all claims, demands, losses, liabilities or expenses
(including attorney’s fees and costs) resulting directly or indirectly from (a) Customer’s breach of any
warranty made under this Section and (b) compliance by Bank with any request Customer makes for a
cancellation, stop payment, reversal or recall of any tax payment.
Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the
NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure
by such entity to process or apply any tax payment.
7. Stop Payments; Reversals and Recalls. Customer’s instruction to stop payment of, reverse or recall
one or more tax payments must be received by Bank in such time and manner as Bank specifies.
Bank will process these transactions in accordance with Bank’s procedures advised to Customer.
Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax
payment instructions may not be amended or modified.
8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each
payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all
payments to be made by the Customer to a specified taxing authority within a 24-hour period. Bank
may change or cancel the limits at any time without prior notice to Customer, although Bank will
endeavor to give prior notice to Customer. Bank may require Customer to pay Bank the amount of
any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank
also may require Customer to maintain collateral with Bank in an amount Bank specifies.
9. Limitation of Liability. Bank’s maximum aggregate liability in connection with the Service shall
be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be
further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable
taxing authority or the total fees Customer paid Bank during the prior 12 months.
10. Incorporation of Account Documentation; Termination. The Bank’s terms governing the operation of
business accounts and services (“Account Documentation”) are incorporated herein, as the same may
be amended from time to time. If and to the extent that there is a conflict between the Account
Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In
addition to Bank’s termination rights under the Account Documentation, Bank shall have the right to
terminate or suspend these Service Terms and the Service upon notice to Customer in the event of
Customer’s breach of the NACHA Rules.
J. REMOTE CAPTURE SERVICE TERMS
Remote Capture is a remote scanning service that processes remittances and promotes Customers’
efficiency in their businesses. Through this service, the Customer’s remittance deposits can be imaged and
transferred to the Bank via a Bank supplied data platform for further processing and posting to the
Customer’s deposit account.
1. Service
The Bank, which may include designated agents of the Bank, will provide Customer with Remote
Capture services for domestic transactions (the “Service”) in accordance with the provisions set forth in
this document (the “Service Terms”). The Service allows Customer to electronically transmit deposits of
eligible checks and items (eligible checks and items are limited to personal checks, money orders,
business checks, cashier checks, traveler’s checks payable in U.S. Dollars and drawn on U.S. banks
or U.S. Postal Service Money Orders, payable to the Customer) by using a capture device, including
a desktop scanner or mobile device (hereinafter referred to as a “Scanner”), to create an electronic
image of an original paper check or item and other paper source documents (collectively, “Item”) and
transmitting the image of the Item (“Item Image”) and related data to Bank. The provisions of the
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Lockbox Service Terms, Account Terms, Client Access Service Terms, and any other applicable Service
Terms as may be amended from time to time (collectively, the "Account Documentation") are
incorporated into these Service Terms by reference. By signing the applicable Account Documentation
or by using or continuing to use the Service, Customer agrees to these Service Terms. If and to the
extent there is a conflict between the Account Documentation and these Service Terms, the provisions
of these Service Terms will prevail.
a) Customer agrees that after the Item Image has been created and transmitted to the Bank for
deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or
any other image of the Item. Customer further agrees that Customer shall be solely responsible
for the original Items, including storage, retrieval, and destruction. Customer must have in place
policies and procedures for the secure storage and destruction of the original Items.
b) Customer agrees that a copy made from the Item Image or substitute check of the Item, as
defined by federal law, will become the legal representation of the Item for all purposes, including
return item processing.
c) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images
of Items are transmitted to Bank. Funds from deposits made via this Service will be available in
accordance with the availability schedule for the Service. However, Bank may apply additional
delays on the availability of funds based on any other factors as determined in the Bank’s sole
discretion.
2. Processing
Customer shall provide through Bank approved devices, including a desktop scanner or mobile
device, the Item Images in the format and specifications and in accordance with the procedures
required by the Bank. The Bank may process the Items as substitute checks, electronic images, or
photos-in-lieu, as may be applicable for further clearing through another financial institution,
clearinghouse, or the Federal Reserve Bank. Customer assumes sole responsibility for the creation of
these images and their subsequent provision to the Bank. If any Item Image does not meet the Bank’s
or any transferee’s standard processing requirements, in processing such Items, Customer assumes
all risk of loss or delay and authorizes the Bank to either (a) return the Item to the Customer without
further processing, (b) process the Item as sent from the Customer, (c) process the Items as photos--
in-lieu of the originals, or (d) repair or attempt to repair the items for further processing. Access to the
Item Images and the use of a mobile device in conjunction with the Service are governed by the Client
Access Service Terms, as may be amended from time to time.
3. Deposit Time
Item Images are deemed received by the Bank when the Item Images have been transferred onto the
Bank’s system and validated by the Bank. Based upon the size of the batch of items, there may be a
significant delay between the time Customer begins to send the items and the completion of the transfer
as stated above. If Bank receives and validates the submitted deposit transmission no later than the
Bank’s designated cut off time (the “Cutoff Time”) on a day that the Bank is generally open for business,
i.e., Monday through Friday excluding weekends and state or federal holidays (“Business Day”), Bank
will consider that Business Day to be the day of deposit (i.e., the date deposit is credited). If Bank
receives and validates the submitted deposit transmission after the Cutoff Time or on a non-Business
Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has
been met will be determined by the time displayed on the Bank’s internal system clocks which may not
necessarily be synchronized with the internal clock displayed on Customer’s computer or device. For
this reason, Bank suggests that Customer submit its deposit transmissions to Bank sufficiently in
advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time.
4. Foreign Items
The Service only accepts, and processes Items drawn on U.S. chartered banks.
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5. Warranties.
5.1 Customer represents and warrants to Bank that:
• Customer will capture and transmit all Item Images using Bank approved hardware and
software applicable to the Service’s function;
• Any image Bank receives accurately and legibly represents all of the information on the
front and back of the Item as of the time the Item was truncated;
• The information Customer transmits to Bank corresponding to an Item contains a record of
all applicable MICR-line information required for a substitute check and the accurate amount
of the Item;
• The Item Image conforms to the technical standards for an electronic Item set forth in
Regulation J or Federal Reserve Bank Operating Circular 3, and for a substitute check set
forth in Regulation CC;
• No person will receive a transfer, presentment, or return of, or otherwise be charged for, the
Item (either the original Item, or a paper or electronic representation of the original Item)
such that the person will be asked to make payment based on an Item it has already paid;
• Customer will not redeposit through this Service any Item previously deposited and returned
to Customer;
• Customer will employ commercially reasonable security measures, including firewalls,
sufficient to protect against unauthorized access or duplicate presentment;
• Customer will only transmit Items that originated as paper checks;
• Customer will comply with all applicable laws and regulations;
• Customer will not use the Service for any purpose prohibited by foreign exchange
regulations, postal regulations or any other treaty, statute, regulation, or authority; and
• If the Customer is depositing Items on behalf of third parties, the Customer also represents
and warrants to the Bank that with respect to each Item deposited through the Service, the
owner of the Item has authorized the electronic transmittal of the Item and guarantees all
prior endorsements; Customer has established an anti-money laundering program in
compliance with anti-money laundering laws and regulations applicable to it and such anti-
money laundering program includes policies, procedures and controls designed to detect
and prevent money laundering, including “know-your-customer” policies and procedures,
monitoring of transactions for suspicious activities and reporting of suspicious activities,
which Customer believes effectively prevents the use of Customer’s operations,
personnel or facilities for money laundering purposes.
6. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete
existing features in its sole discretion. Bank shall notify Customer of any of these changes to features
if Bank is legally required to do so. By using any new or modified features when they become available,
Customer agrees to be bound by the rules concerning these features.
7. Disclaimer.
Bank makes no representations or warranties, whether express, implied, or statutory regarding or
relating to any of the software, capture devices or other hardware and/or access to or use of them or the
related materials and the Service. Bank specifically disclaims any and all implied warranties of
merchantability and fitness for a particular purpose and non-infringement. Bank and its subcontractors
also do not guarantee that Customer’s access to the Services will be uninterrupted, error free or secure.
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8. Indemnification.
Customer agrees to indemnify and hold the Bank harmless for any loss or expense (including attorney’s
fees and expenses of litigation) resulting from: breach of any of the warranties made by Customer
pursuant to these Service Terms or the Lockbox Service Terms; any claim pertaining to any warranty
or indemnity that Bank makes with respect to an Item under the Check Clearing for the 21st Century
Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and
clearing house rules applicable to Items as either the bank of first deposit, truncating or reconverting
bank.
9. Customer Liability.
Customer shall be solely responsible if any item for which Customer has been given provisional credit
is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same.
Customer acknowledges that all credits received for deposit are provisional, subject to verification, final
settlement, warranty claims or return. Information and data reported under these Service Terms: (a)
may be received prior to final posting and confirmation and are subject to correction and (b) are for
informational purposes only and may not be relied upon. Customer agrees that Bank shall have no
liability for the content of payment-related information as received from the Customer. Customer shall
be solely responsible for the original Items, including storage, retrieval, and destruction. Customer
agrees to provide a legible copy of an image or the original Item if requested by the Bank. If Customer
is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim
involving the Item.
10. Suspension/Cancellation of Service.
Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes
Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a
manner inconsistent with the rules and regulations relating to the Service being provided and such
breach, use or access is not cured within three business days after notice to Customer. Further, this
Service will automatically terminate if the Customer’s account with the Bank is closed for any reason.
Either party may terminate the Service upon thirty (30) days’ prior written notice to the other party.
11. Intellectual Property Ownership.
Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or
proprietary rights in the Bank’s technology or any work or any part thereof, and all right, title and interest
in and to the Bank’s technology will remain solely with Bank or its subcontractors.
12. Audits. Customer agrees that the Bank shall have the right to audit Customer’s books, records,
processes and procedures for managing and maintaining the security and safety of the scanners,
transmissions and original Items, including the right to audit Customer’s and Customer’s agents, if any,
physical locations where Customer scans original Items and processes electronic check images and
data related to the Service. . Customer agrees that the use of scanners, including mobile devices, in
conjunction with this Service is limited to the United States.
K. ELECTRONIC CHANNELS
1. Service and Service Terms.
The Bank will provide a service (the “Service”) for electronic access to the Customer’s account
information, reports and data (collectively, “Data”) and for the electronic transmission to the Bank of
messages, service requests, and payment and non-payment instructions (each an “Instruction”) and
from the Bank of messages, notifications and alerts, via the J.P. Morgan Access® Online, J.P. Morgan
Access® Mobile, J.P. Morgan Host-to- Host/managed file transfer and J.P. Morgan Treasury Services
API channels. The Bank reserves the right to modify the applications and products available via the
Service. The Service is governed by these terms (the “Service Terms”), which incorporate the
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Bank’s terms governing the business accounts and services, including service terms that govern the
Bank’s processing of Instructions transmitted via the Service (collectively, the “Account
Documentation”), as the same may be amended from time to time. If and to the extent that there is a
conflict between the Account Documentation and these Service Terms, the provisions of these Service
Terms shall prevail. Capitalized terms used in these Service Terms, and not otherwise defined, have
the meaning set forth in the Global Account Terms or other account terms applicable to the Customer.
JPMorgan Chase Bank, N.A. is organized under the laws of U.S.A. with limited liability.
2. Security Procedures and Other Controls
2.1 General. The security procedures for each channel are set forth below, as may be modified on
notice to the Customer through any medium (each, a “Security Procedure”). Any Instruction, the
authenticity of which has been verified through a Security Procedure, shall be effective as that of
the Customer, whether authorized, and notwithstanding that the Instruction may result in an
overdraft of an Account. Controls unilaterally implemented by the Bank shall not be deemed to be
Security Procedures for purposes hereof unless explicitly identified as such in writing. The
Customer is responsible for implementing any procedures and requirements set forth in the
applicable documentation provided to it by the Bank, as well as any subsequent modification to
the procedures and requirements that are designed to strengthen the Security Procedures.
2.2 Security Procedures and Other Controls for Access Online and Mobile Channels.
2.2.1 Access Online. The Security Procedure for verifying payment Instructions given in
the Customer’s name via the Access Online channel is validation of a user ID and
confidential password of an Authorized User (as defined in Section 2.6 below), a token
code generated by a Bank issued or approved security device (“Security Device”)
assigned to that Authorized User and Bank transaction review as specified in Section
2.5.
2.2.2 Access Mobile. The Security Procedure for verifying payment Instructions given in the
Customer’s name via the Access Mobile channel is either (i) validation of the registration
with the Bank of the mobile device, a biometric identifier, and the private swipe key of
an Authorized User (as defined in Section 2.6 below) and transaction review as specified
in Section 2.5 or (ii) validation of a user ID and confidential password of an Authorized
User (as defined in Section 2.6 below), a token code generated by Security Device
assigned to that Authorized User and transaction review as specified in Section 2.5.
2.2.3 Controls Offered to Customer. For Access Online and Mobile, the Customer
may choose to apply certain controls offered by the Bank to the Customer from time
to time designed to reduce the Customer’s risk of unauthorized transactions. The
Customer is responsible for choosing controls that are appropriate for the Customer
taking into account, among other things, the nature and scale of the Customer’s
business, including the size, type and frequency of payment orders normally issued to
the Bank, and the nature of its technical environment, internal accounting controls and
information security policies and procedures (collectively, “Customer Internal
Controls”). The Security Procedure that is established by agreement of the Customer
and the Bank herein is established in view of the Customer Internal Controls applied by
the Customer. For the avoidance of doubt, none of the controls described in this Section
are part of the Security Procedures for the channels.
2.3 Security Procedures and Certificate Procedures for Host-to-Host/Managed
File Transfer Channel. The Security Procedure for verifying payment Instructions given in
the Customer’s name via the Host-to-Host/managed file transfer channel is authentication of a
digital signature certificate, which authenticates transmitted files on the basis of the corresponding
security key (the “Signature Certificate”) and transaction review as provided in Section 2.5. The
Customer and the Bank will use the following procedures for the use of a transport certificate,
which establishes a secure session between the Bank and the Customer on the basis of a
corresponding security key (the “Transport Certificate”) and the Signature Certificate. Each of
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the Signature Certificate and the Transport Certificate are referred to herein as a “Certificate” and
the corresponding security key as a “Security Key”.
2.3.1 Certificate Procedures and Requirements. The Customer shall comply with the
Bank's procedures and requirements for Certificates and Security Keys notified to the
Customer, including but not limited to Certificate validity period, key strength, and
cryptographic specifications, as amended from time to time. Any request to the Bank to
add, update or delete a Security Key shall include the applicable Certificate, a text file or
other physical representation of the public Security Key of such Certificate and any other
information in the manner and form designated by the Bank. The Bank shall have the right
to rely on any request that the Bank believes in good faith to have been sent by the
designated security administrator ("Security Administrator"), notwithstanding that such
Security Administrator may be a third party acting on behalf of the Customer.
2.3.2 Certificate Expiration. Notwithstanding any courtesy notifications the Bank may
send to the Customer regarding the Customer's impending Certificate expiration, the
Customer acknowledges that it is the Customer's sole responsibility to update the Certificate
prior to its expiration date. The Bank shall have no liability for any loss or damage
(including, for the avoidance of doubt, any indirect, special, punitive, or consequential
damages or losses) arising from the Customer's failure to timely update its Certificate. To
allow for proper execution of administrative procedures, and to prevent any lapse in
service or emergency procedures, the Customer must request a Certificate change at
least 30 days prior to actual Certificate expiration.
2.4 Security Procedure and Certificate/Token Procedures for API Channel. The
Security Procedure for verifying payment Instructions given in the Customer’s name via the API
channel is authentication of a Signature Certificate and transaction review as provided in Section
2.5.
2.4.1 Secure Session. The Customer and the Bank will establish a secure session between
the Customer and the Bank by validation of either (i) a Transport Certificate or (ii) a Bank-
generated token (“API Token”).
2.4.2 Certificate Procedures and Requirements. The Customer and the Bank will use
the procedures set forth in Sections 2.3.1 and 2.3.2 for the use of Certificates for the API
channel.
2.4.3 API Token Procedures and Requirements. The Customer shall comply with the Bank's
procedures and requirements for API Tokens, as amended from time to time, including but
not limited to the generation and safekeeping of any credentials used for the validation of
the API Token, notified to the Customer. The Bank shall have the right to revoke an API
Token at any time, including in reliance on a request or communication related to an API
Token that the Bank believes in good faith to have been sent by the Security Administrator,
notwithstanding that such Security Administrator may be a third party acting on behalf of
Customer. Any request to the Bank to update an API Token shall be made solely in the
manner and form designated by the Bank.
2.5 Transaction Review. In addition to the Security Procedures described above, the applicable
Security Procedure for each channel also includes transaction review based on various risk
characteristics. The transaction review shall be conducted in accordance with commercially
reasonable protocols selected by the Bank. Additional authentication from the Customer, such as
call-back verification, may be required to complete certain transactions identified by the Bank
through transaction review.
2.6 Confidentiality/Security Breach. The Customer will be responsible for safeguarding and
ensuring that the Security Procedures, Security Devices, API Tokens and any credentials used
for the validation of the API Token are known to and used (i) in the case of Access Online and
Mobile, only by individuals designated as users by the Security Administrators (“Authorized
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Users”), or, (ii) in the case of the Host-to- Host/managed file transfer and API channels, only
by the Security Administrators, as applicable. The Customer shall notify the Bank immediately
in the event of any loss, theft or unauthorized use of a Security Procedure, a Security Device, API
Token, any credentials used for the validation of the API Token or any other breach of security.
The Bank may dishonor or disable any Security Device, API Token, any credentials used for the
validation of the API Token or any aspect of the Security Procedures at any time without prior
notice and will inform the Customer of the same. In addition, each Customer must implement its
own physical and logical security, as well as management controls, that appropriately protect the
hardware, software, and access controls used in the transaction process from unauthorized
access and use.
2.7 Security Administrator Designation. The Customer shall designate Security Administrators who
shall have equal authority as specified in Section 2.8 below. The Bank is entitled to rely on any
such designation of a Security Administrator. The Customer agrees to notify the Bank of any
change in Security Administrators in the manner and form designated by the Bank. Any such
change shall be effective at such time as the Bank has received such notice and has had a
reasonable opportunity to act upon it.
2.8 Security Administrator Responsibilities. Each Security Administrator shall be authorized by
the Customer to and be responsible for (i) designating individuals as Authorized Users with
respect to the Access Online and Mobile channels; (ii) identifying the functions of the Service that
each Authorized User may access; (iii) requesting, creating, controlling, disseminating, and/or
canceling user entitlements with respect to the Access Online and Mobile channels; (iv) managing
the Customer’s Certificates and corresponding Security Keys or API Tokens and any credentials
used for the validation of the API Token with respect to the Host-to-Host/managed file transfer
and API channels, as applicable; (v) receiving and distributing materials, notices, documents
and correspondence relating to the Security Procedures, as applicable; and (vi) advising each
Authorized User of his/her obligations hereunder or under any of the applicable Account
Documentation. The Security Administrators shall provide to the Bank, upon the Bank’s request,
a list of Authorized Users for the Access Online and Mobile channels. In the absence of a valid
designation of a Security Administrator at any time or in the event that, after reasonable efforts, the
Bank is unable to contact a Security Administrator, the Bank may deliver Security Devices, API
Tokens (and any attendant credentials) and materials and deliver/receive Security Keys to/from
any person authorized to act on behalf of the Customer with respect to the Accounts.
2.9 Processing. The Customer acknowledges that the application of the Security Procedures and
any controls unilaterally implemented by the Bank may cause delays in processing Instructions or
result in the Bank declining to execute an Instruction.
3. Open Network Access; Equipment
THE SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE". TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS,
STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR
A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES
OF NON-INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE
USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE
DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN
DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE
BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR
GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, PERFORMANCE OR
COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR-FREE,
WITHOUT DELAY OR UNINTERRUPTED.
The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating
all browsers, software, hardware, telecommunications equipment or other equipment (collectively,
“System”) necessary for the Customer to access and use the Service in accordance with the Bank’s
recommended system configuration. The Bank makes no endorsement of any System or third-party site,
notwithstanding that the Bank may recommend certain Systems or provide a link to a third-party site where
the Customer may download software. The Customer shall at all times maintain current and effective anti-
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virus, anti-spyware or other security software and shall take all reasonable measures to maintain the
security of its System. The Customer acknowledges that there are certain security, corruption, transmission
error, and access availability risks associated with using open networks such as the Internet. The
Customer further acknowledges that it has made an independent assessment of the adequacy of the
Internet, the System, and the Security Procedures in connection with the use of the Service. The Customer
assumes all risks and liabilities associated with the operation, performance and security of its System and
the use of the Internet or other open networks, failure or use of Customer’s or third party equipment,
hardware, browsers, operating systems and/or other software or programs, and services or persons outside
of the Bank’s control, and the Bank disclaims all such risks. The Customer shall not use any equipment,
hardware, software, or program that harms the Bank. 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 arising, directly or indirectly, from the
Customer’s use of Customer’s or third-party software or program. The Bank may in its discretion provide
training or information on best practices to the Customer from time to time but in so doing it will not be
considered a consultant or advisor with respect to cybersecurity.
4. Instructions; Data
4.1 The Customer shall be solely responsible for the genuineness and accuracy, both as to content
and form, of all Instructions given to the Bank’s in the Customer’s name and verified through the
applicable Security Procedure.
4.2 The Customer acknowledges that Data may not have been reviewed by the Bank, may be
inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure
the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of
Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent
to the destinations designated by the Customer, including but not limited to email addresses, fax,
and telephone number(s).
5. Customer Warranties
The Customer represents, warrants and covenants to the Bank that: (i) prior to submitting any document
or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred
to in such document or Instruction all necessary consents to enable the Bank to process the data set
out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in
writing or electronically the geographic location of its Authorized Users and shall provide all updates
to such information; (iii) the Customer shall not access the Service from any jurisdiction which the Bank
informs the Customer or where the Customer has knowledge that the Service is not authorized; and
(iv) the Security Procedures offered to the Customer conform to the Customer’s wishes and needs
and the Customer has not requested Security Procedures other than those expressly agreed by the
Customer and the Bank. The Customer hereby represents, warrants, and covenants to the Bank that
these Service Terms constitute its legal and binding obligations enforceable in accordance with its
terms.
6. Miscellaneous
6.1 The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the
Customer based on the domicile of the Customer. Where any local laws or regulations of any
jurisdiction apply as a result of the Customer’s Authorized Users accessing the Service from such
jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional
specific provisions of that jurisdiction set forth in the attached Exhibit shall apply to the use of the
Service by such Authorized Users.
6.2 These Service Terms shall be governed by and construed in accordance with the laws of the State
of New York, USA (without reference to the conflict of laws rules thereof).
6.3 All disputes relating to or in connection with these Service Terms solely arising outside the United
States shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of
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arbitration shall be (i) Singapore where the dispute arises solely in Asia and (ii) London where the
dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in
English, except that (a) disputes solely between a Customer domiciled in the People’s Republic
of China and JPMorgan Chase Bank (China) Company Limited shall be submitted to the China
International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in
accordance with its rules in effect at the time an application is made, with the place of arbitration
being Beijing and the arbitration being conducted in English; and (b) disputes involving a Customer
domiciled in Taiwan shall be irrevocably submitted to the exclusive jurisdiction of the courts of the
State of New York and the United States District Court located in the borough of Manhattan in
New York City. With respect to any dispute, suit, action or proceedings arising in the United States
relating to these Service Terms, the Customer irrevocably submits to the exclusive jurisdiction of
the courts of the State of New York and the United States District Court located in the borough of
Manhattan in New York City.
7. Mobile
7.1 Accepting use of the Bank’s SMS text notification service and/or Access Mobile channel constitutes
the Customer’s authorization for the Bank to send Data, message notifications and alerts through
any communication service providers, including both Internet and telecommunications providers,
which shall each be deemed to be acting as the Customer’s agent. Such providers may not encrypt
communications.
7.2 Authorized Users may be required to accept an application agreement or license in order to
download Access Mobile. The Customer acknowledges that the Account Documentation shall in
all cases govern the provision of these services.
7.3 The Customer acknowledges that the Bank shall not be liable for any delays in any Data,
message notification or alert delivered via any mobile device.
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EXHIBIT A - JURISDICTION SPECIFIC PROVISIONS
A. Australia & New Zealand
To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the
purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand
Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement,
(“GST”), the fees payable in respect of that taxable supply (“original amount”) will be increased by the
amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at
the same time and in the same manner as the original amount.
B. Indonesia
The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or
the Services provided hereunder, they hereby waive any provisions, procedures and operation of any
applicable law to the extent a court order is required for the termination of these Service Terms and the
Account Documentation as applicable to the services provided under these Service Terms.
Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by
the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not
be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
C. Malaysia/Labuan
In relation to accounts held in Malaysia (excluding Labuan) and/or where the Service is provided in Malaysia
(excluding Labuan) references in the Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank Berhad.
In relation to accounts held in Labuan and/or where the Service is provided in Labuan, references in the
Service Terms to “Bank,” shall mean J.P. Morgan Chase Bank, N.A., Labuan Branch. The Service provided
by J.P. Morgan Chase Bank Berhad shall be accessed through http://www.jpmorganaccess.com.my and
the Customer undertakes not to access or utilize or attempt to access or utilize the Service through any
other JPMorgan website.
D. Republic of China (Taiwan)
Section 7.3 shall be replaced by “Except for losses directly resulting from errors or delay caused by
the Bank’s gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not
be liable for any delays in any Data, message notification or alert delivered via any mobile device.”
The Customer acknowledges that it will take steps to ensure it enters into the correct website before
attempting to access the Service.
E. European Union.
The Customer acknowledges that it is not a "consumer" for the purpose of the European Union’s Electronic
Commerce Directive (“ECD”) (i.e., that it is not an individual) and agrees that the Bank shall not be required
to make any disclosures or do any other thing which a non-consumer may agree not to require under the
UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice
regarding EU e-commerce information" in the Terms & Conditions on http://www.jpmorgan.com.
A The Bank will collect information about the Customer and the Customer’s employees and agents
(such as, without limitation, authorized signatory details) which may constitute personal data for the
purposes of the data protection law. Such personal data may be collected by or on behalf of the Bank
in a number of ways (the “Collection Methods“), including via documentation relating to the provision
to or use by the Customer of electronic banking services or via the Customer’s use of such electronic
banking services and via other correspondence or communications between the Customer and the
Bank.
B Details of the Bank’s processing activities of personal data can be found in its EMEA Privacy Policy,
which is available on the Bank’s website at www.jpmorgan.com/privacy/EMEA. The Bank’s EMEA
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Privacy Policy may be updated or revised from time to time without prior notice. The EMEA Privacy
Policy maya be used to assist the Customer with providing a fair processing notice to the Customer’s
underlying data subjects.
C The Customer agrees that it has an appropriate legal basis to provide personal data to the Bank and
that the Customer will provide any requisite notice to individuals and ensure that there is a proper legal
basis for the Bank to process the personal data as described in and for the purposes detailed in the
Bank’s EMEA Privacy Policy. Both the Customer and the Bank will comply with its respective obligations
under applicable data protection and privacy laws.
©2018 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, N.A. Member FDIC.
Eligibility for products and services is subject to final determination by J.P. Morgan and/or its affiliates.
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EXHIBIT D – GLOBAL ACCOUNT TERMS AND ADDENDUM
ACCOUNT TERMS
INTRODUCTION
This document, as amended or supplemented by account addenda for each country in which the Accounts
are held, (collectively, the “Account Terms”) contains the general terms, conditions and disclosures for the
Accounts and Services selected by the Customer and constitutes an agreement between the Bank and
the Customer and supersedes all previous drafts, discussions and negotiations, whether oral or written,
between them in connection with the opening of Accounts and receipt of Services.
References to the “Bank” shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References
to the “Customer” shall mean the entity to which the Bank, as an independent contractor, provides
Accounts and Services. All accounts subject to the Account Terms are, regardless of their location,
referred to as “Accounts”. References to “Services” shall mean services offered by the Bank and subject
to the Account Terms and any applicable Service Terms. References to “Service Terms” shall mean
any terms and conditions regarding specific types of Accounts or Services that are subject to the Account
Terms. Use of a Service constitutes acceptance of the relevant Service Terms. In addition to the Account
Terms and Service Terms, the Accounts are subject to other Account-related documentation, including
signature cards and application forms (the “Account Documentation”).
The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service
or create any form of security interest over such rights and obligations in an Account, without the prior
written consent of the Bank. Failure to obtain the Bank’s prior written consent constitutes a breach of
these Account Terms by the Customer and may result in immediate closure of Accounts or termination of
Services.
The Account Terms, Account Documentation and Service Terms may vary applicable law to the
maximum extent permitted under any such law. Any provision of applicable law that cannot be varied
shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms.
The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments;
Supplement; Waivers) herein.
1. Authorized Persons.
1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that
identifies a person authorized to act on behalf of the Customer (“Authorized Person”) with respect
to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the
Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act
on such notice. The Customer will provide a specimen signature for Authorized Persons in the
manner requested by the Bank.
1.2 Authorizations. Each Authorized Person is independent of the Bank and, subject to any written
limitation provided by the Customer and received and accepted by the Bank, is authorized on
behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted
by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of
agreement relating to the Accounts or Services, including Account Documentation; execute
guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of
credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or
discount checks, drafts, bills of exchange, notes and other financial instruments (“Items”); receive
materials related to security procedures; and give instructions (“Instructions”), including requests
and payment orders, by means other than the signing of an Item, with respect to any Account
transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal
of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for
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account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party
Access) and Section 2.1 (Third Party Instructions) below; (iv) the provision of information regarding
the Accounts; (v) any other transaction of the Customer with the Bank; or (vi) the amendment or
cancellation of any prior Instruction.
1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or
if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is
authorized to pay Items signed by facsimile signature (including computer generated signatures) if
the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the
specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature
otherwise employed for the Customer’s benefit.
1.4 Third Party Access. The Customer may request that the Bank permit a third party to have
access to an Account by submitting an access request in a form acceptable to the Bank (an
“Access Request”, and the third party designated in such form will be referred to as a “Third Party”).
Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an
Account, including to initiate payments and transfers against an Account, and to access and
receive balance and transaction information (including account statements, information reporting
and transaction advices) by any method of communication, including the Bank’s electronic
channels, facsimile transmission, in writing, by telephone and SWIFT message, and the Bank is
authorized to act on such Instructions and provide such access as described in this Section and
Section 2.1 (Third Party Instructions) below. Subject to the Third Party’s completion of
documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in
the name of any authorized person of the Third Party who has been nominated by the Third Party
in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized
Person with respect to the provisions of these Account Terms relating to the use of the Accounts
and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access
Request at any time by giving the Bank written notice of such revocation; such revocation shall
be effective when the Bank has received such notice and has had a reasonable opportunity to
act upon it.
2. Security Procedures; Confirmations.
2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the
Bank’s security procedures as communicated to the Customer by the Bank from time to time,
including the procedures set forth herein, and shall be bound by such security procedures for use
of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify
that the Instruction is effective as that of the Customer. A security procedure may require the use
of algorithms or other codes, identifying words or numbers, encryption, call back procedures or
similar security devices. It is understood that the purpose of the security procedure is to verify the
authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security
procedure and make it available only to persons that it has authorized. Any Instruction, the
authenticity of which has been verified through such security procedure, shall be effective as that
of the Customer, whether authorized.
Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank
have agreed in writing to an alternate security procedure, the Bank may verify the authenticity
of verbal or written (including those transmitted by facsimile) funds transfer Instructions by
telephonic call-back to an Authorized Person. The Customer agrees that this security procedure is
commercially reasonable for such Instructions.
Security Procedure for Instructions Received through Electronic Channels. If the Bank
receives an Instruction in the name of the Customer by means of any of Bank’s electronic
channels, the Customer’s SWIFT BIC codes, or other electronic channels through which the
Bank has notified Customer that it will accept Instructions, then Bank may rely on authentication
procedures established by such electronic channels as the security procedure. Any such
Instruction shall be deemed to have been given by an Authorized Person and shall be effective as
that of the Customer, whether authorized. By using an electronic channel to provide Instructions
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to the Bank, the Customer agrees that this security procedure is commercially reasonable for such
Instructions.
Security Procedure for Third Party Instructions. The security procedures applicable to
Instructions from any Third Party shall be those security procedures established by the Bank with
the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of
which has been verified through such security procedure, shall be effective as that of the
Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the
Customer for all purposes of these Account Terms. The Bank is authorized to act upon any
Instructions received via any of the SWIFT BIC codes specified in an Access Request whether such
SWIFT BIC codes are associated with the Customer or the Third Party.
2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to
confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there
is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall
prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank
may, at its option, confirm or clarify any request or Instruction using any means, even if a security
procedure appears to have been followed. If the Bank is not satisfied with any confirmation or
clarification, it may decline to honor the Instruction.
3. Deposits.
3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and
are subject to receipt of 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 market 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
market practice of the jurisdictions in which the Items are handled for collection. The Bank is not
responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in
the possession of other banks or in transit. The Customer shall use reasonable efforts to assist
the Bank in locating or obtaining replacements of Items lost while in the Bank’s possession. For
purposes of determining when an Item is sent to the Customer, the provision of an image of the
Item or information identifying the Item (e.g., Item number, amount, date of Item) is a sufficient
substitute for the actual Item.
3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be
available in accordance with the Bank’s availability policy and applicable law. If the Bank credits
an Account: (i) in contemplation of receiving funds for the Customer’s credit and those funds are
not actually received by the Bank; or (ii) in reliance on a transaction which is subsequently returned,
reversed, set aside or revoked, or if the Bank does not receive funds for the Customer’s credit for
value on the date advised by or on behalf of the Customer, or if final settlement is not received by
the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with
the amount previously credited and/or with any other charges incurred, even if doing so creates or
increases an overdraft.
3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank
may defer credit to the relevant Account until it has received final, non-reversible, payment in
accordance with applicable law and market practice.
4. Payment of Items.
4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in
accordance with the Bank’s usual procedures, including any Item that purports to be a substitute
check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item
is presented, certified or accepted, or at such earlier time when the Bank receives notice by
electronic or other means that an Item drawn on an Account has been deposited for collection.
The Bank may determine Account balances in order to decide whether to dishonor an Item for
insufficient funds at any time between receiving such presentment or notice and the time of the
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return of the Item, and need make no more than one such determination.
4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank,
regardless of amount and without inquiry as to the circumstances of issue, negotiation or
endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash,
bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer’s
or Authorized Person’s obligations.
4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items
(whether completed or blank) are lost or stolen. The Customer shall not allow any third party to
issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the
Bank. The Customer shall not issue Items that are post-dated, and the Bank shall not be liable for
any damages caused by premature payment or certification of a post-dated Item. Further, the
Customer shall not put any condition, restriction, or legend on any Item; and the Bank is not
required to comply with any such condition, restriction, or legend.
4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means.
All Items issued by the Customer against any Account must comply with industry standards and
the Bank’s check specifications and image standards, published from time to time. The Bank shall
not be liable for damages or losses due to any delay or failure in procuring, collecting, or paying
Items not conforming to such specifications or standards, except to the extent such losses or
damages are the direct result of the Bank’s gross negligence or willful misconduct.
5. Funds Transfer Instructions.
5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions
against Accounts, subject to the Bank’s acceptance. Funds transfer Instructions will be received,
processed, and transmitted only on the Bank’s funds transfer business days, and within the Bank’s
established cut-off hours on such days. Instructions requesting cancellation or amendment of
funds transfer Instructions must be clearly marked as such and received at a time and in a
manner affording the Bank a reasonable opportunity to act on the cancellation or amendment
Instruction. The Customer may reverse, amend, cancel, or revoke any Instructions only with the
consent of the Bank and, if applicable, the beneficiary’s bank. The Bank will debit the Account for
the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes
the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated
fees, including debit and credit processing charges. In processing a funds transfer, other banks
may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer
Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless
agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances
of any transaction.
5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the
Bank reserves the right to use any funds transfer system and any intermediary bank in the
execution of any funds transfer Instruction and may otherwise use any means of executing the
funds transfer Instruction that the Bank deems reasonable in the circumstances.
5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the
beneficiary’s bank, may rely upon the identifying number of the beneficiary, the beneficiary’s
bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person
different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name.
5.4 Foreign Exchange.
(a) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment
in a currency (the “Non-Account Currency”) other than the currency of the Account (the
“Account Currency”), the Bank is authorized to enter into a foreign exchange transaction to sell
to the Customer the amount of Non-Account Currency required to complete the funds transfer
and debit the Account for the purchase price of the Non-Account Currency. If the Bank receives
a payment to the Account in a Non-Account Currency, the Bank is authorized to purchase the
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Non-Account Currency from the Customer and to credit the purchase price to the Customer’s
Account in lieu of the Non-Account Currency.
(b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be
determined by the Bank in its sole discretion and may differ from foreign exchange rates and
spreads at which comparable transactions are entered into with other customers or the range
of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange
transactions on the relevant date. The Bank may generate additional profit or loss in
connection with the Bank’s execution of a foreign exchange transaction or management of its
risk related thereto in addition to the applicable spread. Further, (i) the Bank may execute such
foreign exchange transactions in such manner as the Bank determines in its sole discretion;
and (ii) the Bank may manage the associated risks of the Bank’s own position in the market in
a manner it deems appropriate without regard to the impact of such activities on the
Customer. Any such foreign exchange transaction will be between the Bank and the Customer
as principals, and the Bank will not be acting as agent or fiduciary for the Customer.
(c) Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has
no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the
Customer under a Service and the Bank makes no commitment to buy back currencies. The
Customer acknowledges that it may not be able to sell back certain foreign currencies once
purchased.
5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel
any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft
is not presented for payment within one hundred eighty (180) calendar days after the date of
issuance, and the Customer authorizes the Bank to recredit the Customer’s Account with an
equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date
and time, as the Bank determines in its sole discretion. Following such cancellation, the Customer
shall be responsible for all claims that may be asserted against the Bank in respect of the draft.
6. Interest; Fees; Taxes.
6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank
in its sole discretion, subject to any withholding or deduction for tax as required by applicable law
(including the Foreign Account Tax Compliance Act (“FATCA”)). The Bank may deduct from the
Accounts charges for early withdrawals, which may include a deduction from principal (if permitted
or required by law). If the rate applied by the Bank is negative, the Customer may be required to
make a negative rate payment, including on non-interest-bearing Accounts, which the Bank shall
be entitled to collect by debiting the Account.
6.2 Fees and Taxes.
(a) The Bank may impose, and the Customer will pay fees for Accounts and Services provided by
the Bank, including transaction, maintenance, balance-deficiency, and service fees and other
charges (collectively “Fees”). The Bank may debit any Account for Fees and/or Taxes, even if
such debit creates or increases an overdraft of the Account. References to “Taxes” shall mean
any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts,
deductions, charges, stamp, transaction and other duties and withholdings (together with any
related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or
Services (including payments or receipts to an Account) except if such Taxes are imposed on
the overall net income of the Bank.
(b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank
pursuant to the Account Terms, the Service Terms and any Account Documentation shall be
in full, without set-off or counterclaim, and free of any withholding or deduction (collectively, a
“Deduction”) related to any tax or other claim, unless a Deduction is required by applicable law.
If any Deduction is required by applicable law in respect of any payment due to the Bank, the
Customer shall:
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(i) ensure that the Deduction is made;
(ii) pay the amount of the Deduction as required by applicable law;
(iii) increase the payment in respect of which the Deduction is required so that the net amount
received by the Bank after the Deduction shall be equal to the amount which the Bank
would have been entitled to receive in the absence of any requirement to make any
Deduction; and
(iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable
authority, a certified copy of the original receipt issued by the authority, evidencing the
payment to the authority of all amounts required to be deducted.
(c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the
extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer
will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any
tax authority under any applicable law and, where required by applicable law, the Customer
shall account for any Taxes directly to the applicable tax authority.
6.3 Tax Documentation and Information. The Customer will provide the Bank with such
documentation and information as the Bank may require in connection with taxation, and warrants
that such information is true and correct in every respect and shall immediately notify the Bank if
any information requires updating or correction.
7. Account Statements.
The Bank will issue Account statements, confirmations, or advices (“Account Statements”) at the
frequency and in the manner advised to the Customer from time to time. The Customer is responsible
for ensuring that an Authorized Person promptly examines each Account Statement and any
accompanying Items that are made available to it by the Bank, and reporting any irregularities to the
Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be
responsible for the Customer’s reliance on balance, transaction or related information that is
subsequently updated or corrected or for the accuracy or timeliness of information supplied by any
third party to the Bank. Electronic Account Statements, if applicable, shall be deemed to be received
by the Customer when the Bank sends notice to the Customer that the Account Statement has been
posted by electronic means (including by posting such Account Statement on a Bank website).
8. Overdrafts.
8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft.
Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to
continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal
to permit an overdraft, in each case notwithstanding any prior action or course of dealing. Any
overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise
agreed in writing. If the Bank permits an overdraft, the Bank is authorized to charge interest on
the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank,
up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed
in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on
any negative balance in an Account notwithstanding closure of the Account and/or termination of
these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank
may deduct applicable Fees and expenses from the Account without notice.
8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for
payment on the same day and there are insufficient available funds in the Account to pay all of
these transactions, the Bank may choose the order in which it pays transactions, including the
largest transaction first or any other order determined by the Bank, in its sole discretion.
9. Set Off; Security Interest.
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9.1 Set-Off. The Bank may at any time, without prejudice to any other rights which it may have, and
without prior notice or demand for payment, combine, consolidate or merge all or any of the
Accounts of the Customer or may retain, apply or set off any money, deposits or balances held
in, or standing to the credit of, any Account in any currency towards payment of any amount
owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate
the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank
may affect currency conversions at such times or rates as it may think reasonable and may affect
such transfers between any Accounts as it considers necessary.
9.2 Security Interest. The Customer grants to the Bank a lien and security interest in any Accounts of
the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer
to the Bank or any of its affiliates.
10. Confidential Information; Consents.
10.1 Confidential Information. “Confidential Information” means and includes all non-public
information regarding the Customer, its Accounts, or the Services. The term Confidential
Information does not include information which is or becomes publicly available by means other
than the Bank’s breach of this section, information the Bank develops independently without
the use of Confidential Information, or information the Bank obtains from a third-party that is not
reasonably known to have confidentiality obligations for such information.
(a) The Bank will maintain Confidential Information in the same manner it maintains its own
confidential information.
(b) The Customer authorizes the Bank and its agents, employees, officers and directors and
affiliates to use Confidential Information (i) to provide services to and administer the
relationship with Customer, (ii) for any operational, credit or risk management purposes, (iii) for
due diligence, verification or sanctions or transaction screening purposes, (iv) for the
prevention or investigation of crime, fraud or any malpractice, including the prevention of
terrorism, money laundering and corruption, (v) to improve and develop products or services,
including, but not limited to using data analytics, (vi) for compliance with any legal, regulatory
or tax requirements or tax reporting or any industry standard, code of practice, or internal
policies or (vii) with prior consent of the Customer.
(c) In connection with the permitted uses set forth in subsection (b), the Customer authorizes the
Bank and its agents, employees, officers and directors and affiliates to disclose Confidential
Information to (i) any subcontractor, consultant, agent, or any other unaffiliated third party or
service provider, including the transmission of information to other banks and clearing houses
and through channels and networks operated by third parties that the Bank reasonably
believes is required in connection with the Services and provided that such parties are subject
to equivalent confidentiality obligations; (ii) to the Bank’s professional advisors, auditors or
public accountants; (iii) the Bank’s subsidiaries, affiliates and branches and their relevant
parties as set forth in subsection (i) and (ii) herein; (iv) to a proposed assignee of the Bank’s
rights under the Account Documentation; and (v) with the consent of the Customer.
(d) In addition to the foregoing, the Bank may use and disclose Confidential Information as required
by (i) applicable law or courts of competent jurisdiction; (ii) governmental or regulatory or
supervisory authorities, or law enforcement agencies with jurisdiction over the Bank’s or
Customer’s businesses; or (iii) to establish, exercise or defend claims, enforce legal rights, or
satisfy the legal obligations of the Bank.
(e) The Customer acknowledges that: (i) permitted disclosures of Confidential Information may be
transmitted across national boundaries in the context of outsourcing arrangements and
through networks, including networks owned and operated by third parties; and (ii) the Bank
may process or store, or engage service providers to process or store Confidential Information
on its behalf, both in its own premises and those of its services providers, located in, amongst
others, the European Economic Area, the United States of America, India, the Philippines,
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Singapore, Hong Kong, Australia, China, Japan, Brazil, Mexico, Argentina, Colombia, Chile,
South Africa, Russia and any other country where the Bank or such service providers conduct
business.
10.2 Consents. The Customer represents and warrants that prior to submitting to the Bank
information about natural persons related to the Customer (including Authorized Persons,
users of the Bank’s electronic access systems, officers and directors, employees, beneficial
owners, and customers and persons on whose behalf the Customer is receiving or transmitting
funds, issuing items or maintaining an Account), the Customer shall have obtained such
consents as may be required by applicable law or agreement, for the Bank to process and use the
information for purposes of providing the Accounts or Services.
11. Liability Limitation; Force Majeure.
11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any
damage, loss, expense or liability of any nature which the Customer may suffer or incur,
except to the extent of losses or expenses directly resulting from the gross negligence or
willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its
agents, employees, officers and directors shall not, in any event, be liable for indirect, special,
consequential or punitive loss or damage of any kind (including lost profits, loss of business
or loss of goodwill), in each case, whether or not foreseeable, even if the Bank, its agents,
employees, officers or directors have been advised of the likelihood of such loss or damage,
and regardless of whether the claim for loss or damage is made in negligence, gross negligence,
for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the
extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees,
officers or directors. Customer shall promptly provide the Bank with a notice of any claims it
receives regarding a Service.
11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage,
expense or liability of any nature to the other for its failure to perform or delay in the performance
of its obligations resulting from an act of God, act of governmental or other authority, de jure or
de facto, legal constraint, civil or labor disturbance, fraud or forgery (other than on the part of
the other party or its employees), war, terrorism, catastrophe, fire, flood or electrical, computer,
mechanical or telecommunications failure or malfunction, including inability to obtain or
interruption of communications facilities, or failure of any agent or correspondent, or
unavailability or failure of or the effect of rules or operations of a payment or funds transfer
system, including non-availability of appropriate foreign exchange or foreign currency, or any
cause beyond its reasonable control.
12. Indemnity.
The Customer indemnifies and holds the Bank, and its agents, employees, officers and directors,
harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs
and expenses (including attorneys’ fees) (collectively, “Losses”) arising out of or resulting from: (i) the
Bank’s acceptance or execution of any request, direction or transaction in connection with any Account
or any Service provided to the Customer, including Items and Instructions; or (ii) the Bank’s payment
of any taxes, interest or penalty otherwise due from the Customer paid on the Customer’s behalf, or
for which the Bank has no responsibility under the Account Terms, the Service Terms or any Account
Documentation. Notwithstanding the foregoing, the Bank, its agents, employees, officers, and
directors shall not be indemnified for any Losses to the extent resulting directly from its own gross
negligence, willful misconduct, or fraud.
13. Notices.
13.1 Notice to the Customer. All Account Terms, Service Terms, Account Documentation, notices
and other documents may be delivered, made available and/or made accessible to the Customer
by ordinary mail or courier at the address of the Customer provided to the Bank, or by facsimile
transmission, electronic means and channels (including SWIFT message, emails and by posting
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on a Bank website) or by such other means as the Customer and the Bank may agree upon
from time to time.
13.2 Notice to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank
officer or service representative managing the Account or to any other address notified by the
Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by
courier, by facsimile transmission, by electronic transmission or by such other means as the
Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time
to act on any notices received.
14. Termination.
Either the Bank or the Customer may close an Account and/or terminate a Service:
(a) by giving the other party not less than thirty (30) calendar days’ prior written notice of intent to
close or terminate, or
(b) immediately upon written notice to the other party in the event of: (i) a breach of the Account
Terms, Account Documentation or Service Terms by the other party; (ii) the other party’s
inability to meet its debts as they become due, receivership, administration, liquidation, or
voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment
for the benefit of the other party’s creditors, or anything analogous to the foregoing in any
applicable jurisdiction, or a determination in good faith by the terminating party that the
financial or business condition of the other party has become impaired; (iii) a determination by
the terminating party, in its sole opinion, that termination is necessary or required by applicable
legal, tax or regulatory requirements, 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, provided however, that any
closure and/or termination will be effective only after the Bank has had reasonable time to act
on such notice.
The Bank shall only be required to process requests or Instructions for transactions that the Bank
reasonably estimates will be completed prior to the date of closure of the Account or termination
of the relevant Service, but shall not be precluded from completing a request or Instruction received
by it prior to the date of the closure or termination. 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. Notwithstanding anything to the contrary in any Service
Terms, upon the closing of an Account, all Services linked to such Account are simultaneously
terminated (unless otherwise specifically agreed to by the parties). In the absence of Instructions
from the Customer on transfer of monies standing to the credit of an Account that is being
terminated, the Bank may issue a cashier’s check and send it to the address of the Customer on
the Bank’s record.
15. Account Disclosures.
15.1 Rejection of Funds; Reversal of Erroneous Postings.
(a) 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.
(b) The Bank may reverse any transactions posted to the Account if it determines such
posting was made in error and that Customer was not entitled to the funds posted.
15.2 Withdrawal. The Bank may refuse to allow withdrawals from Accounts, may block or suspend an
Account, or perform any other function in certain circumstances, including where: (i) there
appears to be a dispute relating to an Account, including disputes regarding the persons
authorized to issue Instructions; (ii) as required by applicable law, legal process affecting the
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Account, or order of any relevant government regulatory, judicial or tax authority, including a
levy or restraining notice; (iii) the Account is being used as collateral to secure indebtedness to
the Bank or its affiliates; (iv) documentation requested by the Bank has not been presented; or
(v) the Customer fails to pay its indebtedness to the Bank or its affiliates when due.
15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account
with the Bank is payable exclusively at a branch in the country at which the Account is held;
however, payment may be suspended from time to time in order to comply with any applicable
law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank,
its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer
acknowledges that deposits held in a branch of the Bank located outside the United States are
not payable in the United States and: (i) are not insured by the Federal Deposit Insurance
Corporation or any other United States governmental agency; (ii) are subject to cross-border
risks; and (iii) have a lesser preference as compared to deposits held in the United States in the
event of a liquidation of the Bank.
15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the
Customer, the Bank may from time to time receive commission, rebate, or similar payments from
other banks or third parties.
16. Governing Law and Procedure.
16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and
obligations of the Customer and the Bank in respect of each Account shall be governed by
and construed in accordance with the laws of the jurisdiction in which the branch holding the
relevant Account is located.
16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby knowingly,
voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable law,
all right to, and will not seek, prejudgment interest and a trial by jury in any action, proceeding
or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account
Documentation or the relationship established hereby. Any claim in connection with any
Account or Service, unless a shorter period of time is expressly provided, must be brought
against the Bank within two (2) years of the occurrence of the event giving rise to the claim.
16.3 Venue. In relation to each Account, the courts of the country, state or province in which the branch
or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle
any disputes that arise out of or are connected with the Account Terms, the Account
Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such
courts and waive any objection to venue or their convenience as a forum. 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, state or province with jurisdiction including, to the extent allowed by law,
concurrently in any number of countries, states or provinces.
17. Miscellaneous.
17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into,
or appear in a language other than English, the English language version shall control.
17.2 Successors and Assigns. The Account Terms, Service Terms and Account Documentation will
be binding on each of the parties’ successors, assigns and transferees. The parties agree that
neither party may assign or transfer any of its rights or obligations under the Account Terms,
Service Terms or Account Documentation without the prior written consent of the other party,
which consent will not be unreasonably withheld or delayed; except that the Bank may assign
or transfer the Account Terms, Service Terms and Account Documentation (a) to any affiliate
or subsidiary of the Bank, or (b) in connection with a merger, reorganization or other restructuring
involving the Bank or its business; upon notice to the Customer, and the Customer hereby
consents to the same.
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17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or
notice that are inconsistent with a provision of the Account Terms or the Account
Documentation shall supersede such provision of the Account Terms or the Account
Documentation for purposes of the particular Account or Service that is the subject thereof. The
Account Terms and Account Documentation supersede and replace any other account
conditions previously sent to the Customer.
17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the
meaning of the Account Terms, the Service Terms, and any Account Documentation.
References to Schedules, Sections, Subsections and Clauses are to Schedules, Sections,
Subsections and Clauses of the Account Terms, the Service Terms, and any Account
Documentation. Words in the singular import the plural and vice versa. If any provision of the
Account Terms, the Service Terms and any Account Documentation shall be held to be illegal,
invalid, or unenforceable the validity of the remaining portions of the Account Terms the Service
Terms and any Account Documentation shall not be affected. The term “including” shall in all
cases mean “including without limitation” unless otherwise indicated. The term “affiliates” shall
mean with respect to any entity, an entity, whether directly or indirectly, that controls, is
controlled by, or is under common control with that entity. The term “applicable laws” or similar
terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval,
agreement, guideline, circular or regulation of a government authority.
17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws
and with the Bank’s policies notified to the Customer. The Bank is required to act in
accordance with Bank policies, the laws of various jurisdictions relating to the prevention of
money laundering and the implementation of sanctions, including economic or financial
sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury or the U.S. Department of State. The Bank is not obligated to
execute payment orders or effect any other transaction where a party to the transaction is a
person or entity with whom the Bank is prohibited from doing business by any law applicable
to the Bank, or in any case where compliance would, in the Bank’s opinion, conflict with
applicable law or market practice or its own policies and procedures. Where the Bank does not
execute a payment order or effect a transaction for such reasons, the Bank may take any action
required by any law applicable to the Bank including freezing or blocking funds. Transaction
screening may result in delays in the posting of transactions and/or funds availability. The Bank
may direct the Customer (a) to make changes to the activity in the Customer’s Accounts,
including to cease and desist from using the Accounts for particular types of transactions or for
transactions involving particular parties from time to time, and (b) not to use the Accounts to
send payments with certain characteristics. The Customer agrees to comply with such
directions.
17.6 Amendments; Supplements; Waivers. All amendments must be in writing. The Account Terms
may be amended or supplemented on notice to the Customer, including by terms contained in
any Service Terms or Account Documentation. The Service Terms may be amended or
supplemented on notice to the Customer. These amendments or supplements may impose
restrictions on the Accounts and Services, as the Bank deems necessary in the course of its
business, and will be effective on notice to the Customer or at such other time to be specified in
the notice; provided that amendments or supplements that are required by law may be
implemented immediately or as required by law. By signing an Account signature card, Account
application or similar document or by using or continuing to use any of the Accounts or Services,
the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any
amendments or supplements, as applicable.
The Bank may waive any of provision of these Account Terms, the Account Documentation, or the
Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute
a waiver of any other provision of the Account Terms, the Account Documentation, or the Service
Terms. Any such waiver shall not affect the Bank’s right to enforce any of its rights with respect to
other customers or to enforce any of its rights with respect to later transactions with Customer
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and is not sufficient to modify the terms and conditions of the Account Terms, the Account
Documentation or the Service Terms. The rights and remedies in the Account Terms, the Service
Terms and any Account Documentation are cumulative and are not exclusive of any other rights or
remedies provided by applicable law.
17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any
immunity (including sovereign, crown or similar immunity) for itself or its assets 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 against the Bank or its affiliates.
17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (i) to advise
each of its employees, officers, agents or other persons accessing any Service by or on behalf
of Customer (“Users”) of their obligations under the Account Terms, Account Documentation or
under any Service Terms or ancillary Service material, including the obligation to refrain from
using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the
Bank with all information reasonably necessary to setup and provide Services for the Customer,
including advising the Bank of the countries from which Users will access any Service via the
Internet.
17.9 Recordings. To the extent permitted by applicable law, the Customer acknowledges that the
Bank may record and monitor all electronic communications (e.g., telephone and email
communication) for the purposes of ensuring compliance with the Bank’s legal and regulatory
obligations and the Bank’s internal policies. The Customer shall notify and obtain their
employee’s consent to such recording and monitoring where required by applicable law.
17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit
from time to time. All Instructions, whether Items, payment orders or otherwise, are subject to
applicable laws, and rules, policies, operations and market practices of the applicable clearing or
settlement systems or payment networks.
17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any
documents or Items relating to the Accounts and Services in a form preserving an image of
any such documents or Items, including signatures, or a regular business record and discard
the original documents or Items. The Customer hereby waives any objection to the use of
such records in lieu of their paper equivalents for any purpose and in any forum, venue, or
jurisdiction, including objections arising from the Bank’s role or acquiescence in the destruction
of the originals.
17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any
trademarks, service marks, logos, and trade names used in conjunction with a Service are the
property of the Bank or its licensors and are protected by applicable copyright, patent, trademark
and other intellectual property law. Except as provided herein, the Customer shall not reproduce,
transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or
commercially exploit in whole or in part any part of a Service, without the prior written consent
of the Bank. Further, Customer shall not make any public announcements (including
interviews) or publish any promotional or marketing materials, publicity or press releases,
customer listings, testimonials or advertising in relation to the Accounts or Services or the
subject matter of these terms and conditions without obtaining the prior written approval of Bank.
17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money
laundering activities, applicable law may require financial institutions to obtain, verify, and record
information that identifies each person who opens an account. What this means for the Customer:
when the Customer opens an Account, the Bank may ask for the Customer’s name, address,
date of birth (for natural persons), and/or other information and documents that will allow the
Bank to identify the Customer. The Bank may also request and obtain certain information from
third parties regarding the Customer. For purposes of this provision, the Customer, to the extent
required by applicable law, shall include any Authorized Person or signatory on an Account.
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Information. To fulfill the Bank’s “know your customer” responsibilities, the Bank will request
information from the Customer from time to time, inter alia, regarding the Customer’s
organization, business, Third Parties and, to the extent applicable, Authorized Persons and
beneficial owner(s) of the Customer, the Customer’s customers, and their beneficial owners,
including relevant natural or legal persons, and the Customer shall procure and furnish the
same to the Bank in a timely manner. The Bank may also request further information and/or
documentation in connection with the provision of the Accounts or Services. Any information
and/or documentation furnished by the Customer is the sole responsibility of the Customer
and the Bank is entitled to rely on the information and/or documentation without making any
verification whatsoever (except for the authentication under the security procedures, as
applicable). The Customer represents and warrants that all such information and/or
documentation is true, correct and not misleading and shall advise the Bank promptly of any
changes and, except as prohibited by applicable law, the Customer agrees to provide complete
responses to the Bank’s requests within the timeframes specified. The Customer will notify the
Bank in writing if any Accounts or monies it holds or places with the Bank are subject to
restrictions or otherwise held or received by the Customer in a capacity other than previously
disclosed to the Bank, including monies being held for the benefit of third parties, whether as
fiduciary or otherwise, monies subject to encumbrances, monies received as intermediary,
processor, or payment service provider, or arising from undisclosed business or similar sources.
The Bank may, at its sole discretion and subject to such further conditions as it may impose,
including execution of further documentation in form and manner acceptable to the Bank,
permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by
applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer’s
Accounts that is suspicious or violates applicable laws or sanctions.
If the Customer fails to provide or consent to the provision of any information required by this
Section, the Bank may close any Account or suspend or discontinue providing any Service
without further notice.
17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account
Documentation available to the Customer via electronic means (including by posting on a Bank
website or electronic signature platform). The Bank may request that an Authorized Person
“click” or electronically sign to indicate the Customer’s approval of such terms. The Customer
agrees that the act of “clicking” its acceptance or applying its electronic signature (or any similar
act which has the same effect) with respect to any such Service Terms or Account Documentation
will be evidence of Customer’s acceptance of such Service Terms and Account Documentation,
to the same extent, and with the same force and effect, as if Customer had manually executed
a written version of such Service Terms and Account Documentation.
18. Interpleader; Reimbursement.
18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating
to the Customer’s Accounts, including any dispute: (i) regarding the ownership of or entitlement
to the funds; (ii) regarding the persons authorized to issue Instructions or act on behalf of the
Customer; or (iii) by or amongst persons authorized to act or purportedly authorized to act on
behalf of the Customer. If permitted by the court, the Bank may pay funds held by the Bank for
the account of the Customer into the court pending resolution of such dispute.
18.2 Reimbursement. The Customer agrees to reimburse the Bank for any expenses, including its
attorneys’ fees and costs incurred in connection with the resolution of disputes (including
interpleader proceedings) or in connection with the Bank’s response to, any legal or regulatory
process relating to an Account or the Services.
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
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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.
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ADDENDUM TO ACCOUNT TERMS
UNITED STATES OF AMERICA
Accounts maintained by the Customer with the Bank are subject to the Bank’s Account Terms. This
addendum (“Addendum”) amends or supplements the Account Terms with respect 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 provided. Capitalized terms used in this Addendum, and not
otherwise defined, have the meanings set forth in the Account Terms. By using any Account maintained in
the U.S., the Customer acknowledges receipt of, and agrees to be bound by, the Account Terms which
includes this Addendum, each as may be amended or supplemented from time to time.
Section 2 of the Account Terms (Instructions; Security Procedures) is amended by adding the
following provision:
2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds
transfer security procedures other than those expressly agreed by the Customer and the Bank.
Section 3 of the Account Terms (Deposits) is amended by adding the following provisions:
3.4 Verification; Adjustments. Receipts issued by the Bank for deposits are based solely on the
amounts stated in the deposit ticket. Credits for Items received for deposit or collection (whether
accompanied by a deposit ticket) are subject to verification and the Bank’s receipt of final payment
of deposited Items. The Bank may make adjustments to the Account for any errors appearing on
deposit tickets 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
in 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. Endorsement must be placed on the back of Items only in the area within 1.5
inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left-hand
edge of the check looking at it from the front. If the Customer is authorized in writing to endorse
Items on the Bank’s behalf, the Customer agrees to comply with the endorsement standards of the
Bank.
3.7 Encoding. If the Customer encodes information on an Item, the Customer warrants to the Bank
and to all other collecting and paying banks of that Item that it is properly encoded and the
Customer will be liable for losses related to encoding errors, including any loss due to delay in
processing caused by an 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 Bank may charge the Account
for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures,
endorsements, or alterations.
3.9 Collections. The Customer agrees that the Bank may collect any Item deposited to Customer’s
Account by electronic means. The Bank has no duty to inspect such Item during the deposit and
collection process.
3.10 Variance. The Bank may agree with other banks and clearing houses to vary procedures regarding
the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted
by applicable laws, and rules, policies, operations and practices of the applicable clearing or
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settlement systems or payment networks (collectively “Rules & Regulations”).
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 absence of the
Bank’s express agreement, the Customer will be solely responsible for any loss or claim in
connection with its use of substitute checks.
3.12 Night Depository Deposits. The Bank is not liable for any deposit made through the use of the
Bank’s night depositories until the Bank issues a written acknowledgement of 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 that may be incurred before the Bank verifies the contents of the
deposit.
3.13 Remotely Created Checks. If the Customer deposits a remotely created check (“RCC”), as such
term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with
respect to each RCC, that the person on whose account the RCC is drawn, authorized the
issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes
the Bank to debit the Customer’s account for any claim or return based upon an unauthorized RCC
and the Customer agrees to indemnify and hold the Bank harmless from and against any claims,
liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from any
breach of the foregoing warranty.
3.14 Electronically-Created Items. The Customer should not deposit electronically created items
(“ECIs”) to its account, as such term is defined in Federal Reserve Regulation CC. ECIs are
included in the definition of an Item. If the Customer does deposit an ECI, the Customer authorizes
the Bank to debit the Customer’s account for any claim, return or adjustment related to the ECI,
and the Customer agrees to indemnify and hold the Bank harmless from and against any claims,
liabilities, costs and expenses (including attorneys’ fees) resulting directly or indirectly from the
Customer’s deposit of the ECI.
3.15 ATM Cards. The Bank may issue one or more automated teller machine (“ATM”) cards (“Cards”)
and personal identification numbers (“PINs”) to Customer’s employees or agents for use in
initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank,
Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be
liable for any transactions and fees resulting from the use of such Cards. 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 may cancel any Card at any time and for any reason and will notify
Customer of such cancellation. The Customer agrees to obtain possession of 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. 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.
3.16 Internet Gambling. The Customer agrees not to conduct any transactions through the Account that
are directly or indirectly related to unlawful Internet gambling, including the acceptance or receipt
of any funds or deposits in connection therewith. The term “unlawful Internet gambling,” as used in
this section, shall have its meaning set forth in 12 C.F.R. Section 233.2(bb).
Section 4 of the Account Terms (Payment of Items) is hereby amended by adding 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 holder who is not a deposit customer of the Bank presents an Item drawn on
the Account for cash, the Bank may refuse to cash the Item, or may charge the holder a fee for
cashing the Item.
4.6 Signatures. If the Customer establishes an Account which purports to: (i) require two or more
signatures on Items drawn on the Account, or (ii) limits the amount for which an Item can be issued,
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the Customer acknowledges that any such requirements are solely for the Customer’s own internal
control purposes. The Customer agrees that, provided that the Bank follows its usual and
customary procedures for processing and paying Items, the Bank will not be liable for paying any
Item (a) lacking the required number of signatures, or (b) in an amount exceeding the applicable
limit.
4.7 Fraudulent Items. The Bank provides Services to which the Customer may subscribe, such as
Positive Pay and Reverse Positive Pay, which are reasonably designed to prevent payment of
unauthorized or altered Items. Customer agrees that failure to use such Services will constitute
Customer negligence contributing to the making of an unauthorized signature or the alteration of
an Item, and the Customer will assume the risk that Items paid against its Account may be
unauthorized or altered. In that event, the Customer will be precluded from asserting any claims
against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items The
Bank shall not be required to re-credit Customer’s Account or otherwise have any liability for paying
such Items to the extent such Services would likely have prevented such loss.
4.8 Obscured Endorsements. The Customer assumes responsibility for losses that the Customer or the
Bank may incur as the result of processing delays caused by the Customer’s: (i) issuance of an
Item in such a manner that information, marks or bands on the back of the Item obscure
endorsements; or (ii) placement of an endorsement on the back of the Item which obscures other
endorsements.
4.9 Negotiation Outside of U.S. If an Item 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 Rules &
Regulations, 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 with respect to
an Item if: (i) the Bank has a reasonable opportunity to act on such Instruction prior to its
payment or encashment, which shall be at least one (1) full Business Day following the Business
Day on which the Bank received the Instruction; and (ii) the Instruction is in the form required
by the Bank, the information is complete and is delivered to the location designated by the Bank.
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, unless
otherwise provided, will be valid for one (1) year and will automatically renew up to six (6)
additional years unless the Bank receives Customer’s revocation of a stop payment Instruction.
The Customer may request, through the Bank’s call center or other authorized representative, a
non-renewable stop payment, which will be effective for a 180-day period. The Bank shall not
be liable for any Item properly paid or cashed prior to the effective time of a stop payment request.
The Customer acknowledges that a stop payment instruction does not limit or vary its obligation to
pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay
such an item to a person entitled to enforce it.
4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be
endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name
that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was
wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of
the item was accomplished by an employee entrusted with responsibility for the Item or person
working in concert with such an employee; or the Customer or payee failed to act with ordinary
care with respect to the Item. The Bank shall not be liable for any loss caused by the alteration
or unauthorized signature or endorsement 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 the extent to which their respective failures to exercise ordinary care contributed
to the loss. The Bank may process any Item by electronic means and is not required to inspect
the Item payed by automated payment processing.
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Section 5 of the Account Terms (Funds Transfer Instructions) is amended by adding the following
provisions:
5.4 Foreign Exchange.
(d) If the Bank accepts a funds transfer Instruction issued in the Customer’s name for payment
from its Account in the Account Currency to a beneficiary account the Bank determines is a Non
Account Currency account, the Bank is authorized in its discretion to enter into a foreign
exchange transaction to convert the Account Currency funds into an amount of the relevant Non-
Account Currency of such beneficiary account and complete the funds transfer as provided in
Section 5.4(a) above.
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 issue a check as agent for the Customer in accordance
with the Instruction. 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 presented for payment 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 Credit Entries Received Through Automated Clearing House (ACH) System. Credit given by the
Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final
payment. If the Bank does not receive final payment, the Bank may revoke the provisional
credit and charge back the amount of the entry to the Account, or obtain a refund from the
Customer, in which case the originator of the credit entry shall not be deemed to have paid the
Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of
the receipt of a payment order or ACH entry for credit or debit to an Account.
5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day
amendment and cancellation of payment orders. All cancellation or amendment messages sent
to the Bank shall be in the format specified by the Bank and must be received by the Bank no later
than such time as may be established by the Bank upon notice to the Customer.
5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the
Customer’s payment order bears the codeword “PRIORITY” in such field as the Bank specifies,
the Bank will use reasonable efforts to execute 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.
5.10 Real Time Payments. Payments received through the Real Time Payment System operated by
The Clearing House Payments Company LLC ("RTP System") will be processed pursuant to the
RTP Operating Rules and any other applicable Rules & Regulations, to which the Customer
agrees to be bound. If the Customer receives a payment through the RTP System on behalf of
another person or entity, such other person or entity must be a resident of, or otherwise domiciled
in the United States. In the further transmission of any such payments, the Customer agrees to
comply with all applicable US laws and regulations, including, without limitation, those
administered by the US Office of Foreign Assets Control.
5.11 Messaging Standards. To the extent there is any inconsistency between a fund transfer financial
messaging standard and the governing law set forth in Section 16.1, the governing law set forth in
Section 16.1 will govern.
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Section 6 of the Account Terms (Interest; Fees; Taxes) is amended by adding the following
provisions:
6.4 Earnings Credit Account Analysis. The Customer may instruct the Bank to calculate and apply
a credit (the “Earnings Credit”) on eligible Accounts by calculating an earnings credit rate (the
“ECR”) to balances held in an Account (the “ECR Balance”). The ECR and ECR Balance are set
out in the Account Statements. The Bank, in its sole discretion, may establish a threshold on the
ECR Balance (the “Threshold”) and apply (a) ECR to the portion of the ECR Balance that is below
the Threshold and (b) interest to the portion of the ECR Balance that is above the Threshold. The
Earnings Credit calculated for each billing period will be applied by the Bank as an offset (the “ECR
Application”) against Fees actually incurred by the Customer during the same billing period for
the use of certain of the Bank’s products or services. Fees eligible for the ECR Application shall be
determined by the Bank in its sole discretion. Any excess Earnings Credit remaining after the ECR
Application expires immediately and will not be carried forward or backward in relation to the billing
period in which the Fees are charged. If the Earnings Credit is insufficient to offset all Fees, the
Customer remains responsible for paying all remaining Fees.
Section 7 of the Account Terms (Account Statements) is amended by adding 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 examinations and reports of
Account activity including errors, as required in this Section. The Bank is not required to return
paid or cancelled Items with the Account Statement.
7.3 Obligation to Inspect. The Customer must notify the Bank in writing, within a reasonable period of
time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to
receive the Account Statement, or (ii) any errors, unauthorized payments, charges, alterations,
discrepancies or irregularities reported on the Account Statement (“Errors”). 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 the Item was reported to have been
paid. 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 with the time frames set forth above shall be
deemed conclusive proof that the Customer failed to exercise reasonable care and promptness
in examining Account Statements and paid Items or identifying Errors and that such failure may
cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements
set forth above, the Bank is not required to reimburse the Customer for the Customer’s claimed
loss and the 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 six (6) or more months, the Bank is not required to provide an Account
statement until additional activity occurs in the Account. If an Account has no activity other than
charges assessed or interest credited by the Bank for a period of twelve (12) or more months,
the Customer may be unable to access the Account until the Customer contacts the Bank.
7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-
related 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,
telephone, through internet sites, or as otherwise agreed by the parties. The Customer is
responsible for maintaining the accuracy of the information that is required for delivery of 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.
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Section 10 of the Account Terms (Agents; Information) is amended by replacing Section 10.3 with
the following provision:
10.3 Offshoring. Certain services may be performed by Bank or any affiliate, including affiliates,
branches or units located in any country in which Bank conducts business or has a service
provider. The Customer authorizes Bank to transfer Customer information to such affiliates,
branches, or units at such locations as the Bank deems appropriate. Bank reserves the right
to store, access, or view data in locations it deems appropriate for the services provided.
Section 15 of the Account Terms (Account Disclosures) is amended by adding the following
provisions:
15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of
pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions
(including check, draft, debit card or similar order payable to third parties) that can be made from
a savings account (including a savings sub-account (as described below) and a money market
deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The
Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits
may result in the Bank converting the savings account into a non-interest-bearing demand
deposit account, with any attendant changes in pricing and account terms and conditions.
Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days’
notice prior to a withdrawal from a savings account (including a savings sub-account) or an interest-
bearing negotiable order of withdrawal account (“NOW Account”).
15.6 NOW Accounts. The Customer, if eligible, may open a NOW Account. There is no limit on the
number of withdrawals that the Customer may make from the demand deposit or NOW sub-
account.
15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal
accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account,
into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub-
account; (ii) in the case of a NOW Account, into an interest bearing NOW sub-account and an
interest bearing savings sub-account, and, in both cases, to transfer funds on a daily basis
between these sub-accounts in accordance with U.S. law at no cost to the Customer. The Bank
will record the sub-accounts and any transfers between them on the Bank’s books and records only.
The sub-accounts and any transfers between them will not affect the Account number, balance
requirement, or use of the Account, except as described herein.
15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer’s demand
deposit or NOW sub-account, which it may change at any time. To the extent funds in the demand
deposit or NOW sub-account exceed the target balance, the excess will be transferred to the
Customer’s savings sub-account, unless the maximum number of transfers from the savings sub-
account for that calendar month or statement cycle have already occurred. If withdrawals from
the demand deposit or NOW sub-account exceed the available balance in the demand deposit
or NOW sub-account, funds from the Customer’s savings sub-account will be transferred to the
demand deposit or NOW sub-account up to the entire balance of available funds in the savings
sub-account to cover the shortfall and to replenish any target balance that the Bank has established
for the demand deposit or NOW sub-account. If a sixth transfer is needed during a calendar month
or statement cycle, it will be for the entire balance in the Customer’s savings sub-account, and
such funds will remain in the demand deposit or NOW sub- account for the remainder of the
calendar month or statement cycle.
15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the
Bank as the branch of record of an Account which may be different from the branch at which the
Account is opened. This designation requires no action on the part of the Customer and will not
change the Bank’s operations, Services, or customer support.
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15.10 No Fiduciary Relationship. Bank’s relationship with Customer concerning the Accounts is that of a
debtor and creditor. No fiduciary, quasi- fiduciary or other special relationship exists between
Bank and Customer or any third parties regarding the Accounts.
Section 16 of the Account Terms (Governing Law) is amended by replacing Section 16.1 with the
following provision:
16.1 Except as otherwise agreed in writing by the Bank and the Customer, 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). Each of the Customer and the Bank irrevocably and unconditionally submits
to the exclusive jurisdiction and venue of any State or Federal court sitting in the City of New
York, New York over any action, suit, proceeding, claim or controversy arising out of or relating
to the Account Terms which includes this Addendum. 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.
Section 16 of the Account Terms (Governing Law) is amended by adding the following provision:
6.4 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.
Section 17 of the Account Terms (Miscellaneous) is amended by adding the following provisions:
17.15 When the Customer provides the Bank any information requested by the Bank under its “Know
Your Customer” or Anti-Money Laundering or other compliance polices pertaining to any natural
or other persons, the Customer represents and warrants to the Bank that the Customer has
obtained that person’s consent that the Bank may make continued use of that person’s
information in order for the Bank to discharge any of its responsibilities in connection with “Know
Your Customer” or Anti-Money Laundering, or other compliance purposes.
17.16 Beneficial Ownership. Customer agrees to adhere to the FinCEN Customer Due Diligence final rule
which requires certain entities to provide and certify beneficial ownership information to the Bank
at 10% and provide information on a controller when opening a new USD account. The Bank is
required to collect and validate certain information (e.g. Name, Address, DOB, SSN or Passport
# for non-US individuals) for new accounts impacted by the rule. If an entity is exempt from rule,
the Bank may require documentation to support the exemption.
17.17 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 which would enable its customers 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 prohibited without the express written approval
of the Bank.
17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not
provide any investment, tax or accounting advice or recommendation in relation to the Accounts
or any investments made under any Service.
17.19 ERISA Status. The Customer will notify the Bank in writing, reasonably in advance of the Account
opening, if any Accounts or monies it holds or places with the Bank are subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), together with all the rules
promulgated thereunder, or Section 4975 of the Internal Revenue Code, together with all the rules
promulgated thereunder. The Bank may, in its sole discretion and subject to such further
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conditions as it may impose, including, without limitation, execution of further documentation
in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or
receipt of funds.
17.20 Additional Representation for ERISA Benefit Plans.
(i) If the Customer is or represents a “benefit plan,” as defined in Section 3(42) of ERISA, and U.S.
Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA
(together, the “Plan Asset Rules” and each such benefit plan investor, a “Benefit Plan”), or is
acting on behalf of one or more Benefit Plans, the Customer represents and warrants that:
(1) the Bank has not or will not provide advice with respect to the services obtained by the
Benefit Plan.
(2) the Benefit Plan fiduciary (the “Plan Fiduciary”) is independent of the Bank, and is not an
individual acting for his or her own Individual Retirement Account, and such Plan Fiduciary
is either (a) a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the
“Advisers Act”), or similar institution that is regulated and supervised and subject to periodic
examination by a State or Federal agency; (b) an insurance carrier which is qualified
under the laws of more than one state to perform the services of managing, acquiring
or disposing of assets of a Benefit Plan; (c) an investment adviser registered under the
Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason
of paragraph (a)(1) of Section 203A of the Advisers Act, is registered as an investment
adviser under the laws of the state in which it maintains its principal office and place of
business; (d) a broker-dealer registered under the Securities Exchange Act of 1934, as
amended; or (e) has, and will at all times have, total assets of at least U.S.
$50,000,000 under its management or control;
(3) the Plan Fiduciary is capable of evaluating investment risks independently, both in general
and with respect to the Accounts and Services;
(4) the Plan Fiduciary is a “fiduciary” with respect to the Benefit Plan within the meaning of
Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising
independent judgment in evaluating the receipt of Services by the Benefit Plan;
(5) the Bank has not exercised any authority to cause the Benefit Plan to agree to these
Account Terms; and
(6) the Plan Fiduciary has been informed (a) that the Bank is not undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity in connection with the
Services; and (b) of the existence and nature of the financial interests of the Bank, as
disclosed in the Account Terms and Service Terms.
(ii) The representations and covenants in the above clauses are intended to comply with the U.S.
Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on
April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked or repealed, these
representations shall be deemed no longer in effect.
17.21 FDIC Part 370 Disclosure. If the Customer’s Account is eligible for “pass through” deposit
insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal
Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if
the Bank becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the
Customer will: (a) cooperate fully with the Bank and the FDIC in connection with determining
the insured status of funds in each Account, and (b) provide the FDIC with the information that
identifies each beneficial owner and its interest in the funds in each such Account within 24 hours
of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR
370.5(b). The information described in (b) must be sent to the Bank in the format specified by the
FDIC (see: www.fdic.gov/regulations/resources/recordkeeping/index.html). The Bank shall provide
the Customer an opportunity to validate its capability to deliver the information described in (b) in
the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the
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Account can be completed.
The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will
be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct
the deposit insurance determination and such hold will not be released until the FDIC obtains the
necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account;
(ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured
funds and legal claims against the Customer from the beneficial owners of the funds in the
applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable
Account being frozen until the information is received, delaying receipt of FDIC insurance
proceeds.
Notwithstanding other provisions in this Agreement, this section survives after the FDIC is
appointed as the Bank’s receiver, and the FDIC is considered a third-party beneficiary of this
section.
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AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S.
The Bank’s policy is to make funds available to the Customer on the same, next or second business day
after the day of deposit depending on the type of deposit and when the deposit is made as described below.
If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when
the funds will be available.
A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before
the Bank’s cutoff time established for that location (which will be no earlier than 2 p.m. local time),
then the Bank will consider that day to be the day of deposit. However, if a deposit is made after
the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to
have been made no later than the next business day. For determining the availability of deposits,
every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with
respect to any deposit will be determined by the location of the banking center or other facility
where the deposit was received. For deposits made at the Bank’s automated teller machines
(ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen.
B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM
that do not require deposit envelopes will be available on the business day the Bank determines
the deposit is made:
• Cash;
• Wire transfers; and
• Electronic direct deposits to an account.
C. Next Day Availability. Funds from the following deposits are available on the first business day
after the business day the Bank determines the deposit is made:
• U.S. Treasury checks that are payable to the Customer;
• Checks drawn on a Bank affiliate that holds the applicable account (excluding a
Controlled Disbursement site); and
• At least, the first $225 from a day’s total deposits.
If the deposit is made in person to a Bank employee, funds from the following deposits are also
available on the first business day after the business day the Bank determines the deposit is
made:
• State and local government checks that are payable to the Customer, if a special deposit
slip, available upon request at any Bank banking center is used;
• Cashier’s, certified, and teller’s checks that are payable to the Customer, if a special
deposit slip, available upon request at any Bank banking center, is used; and
• Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money
orders, if these items are payable to the Customer.
If a special deposit slip is not used, availability of funds from these deposits will follow the schedule
identified in the Availability of Other Check Deposits section below.
D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn
on banks (as defined in Federal Reserve Regulation CC) will be available no later than the
second business day after the day of deposit. Checks that require special handling may receive
delayed availability. The amount of funds available to the Customer will be reduced by the amount
of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will
become available no later than the second business day after the business day in which the check
is reprocessed.
E. Longer Delays May Apply. In some cases, the Bank may not make all of the funds that are
deposited by check available. Depending on the type of check deposited, funds may not be
available as set forth above. However, the first $225 of the aggregate deposit will be available on
the first business day after the day of deposit.
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If the Bank is not going to make all of the funds from a deposit available at the times shown
above, it will notify the Customer and specify when the funds will be available. If a deposit is not
made directly to a Bank employee, or if the Bank decides to take this action after the Customer
has left the premises, the Bank will mail or otherwise send the notice to the Customer by the
business day after the day of deposit.
Funds deposited by check may be delayed for a longer period under the following circumstances:
• The Bank believes a deposited check will not be paid;
• Deposited checks for all of the Customer’s accounts total more than $5,525 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 $5,525 of that day’s total deposits of cashier’s, certified,
teller’s, traveler’s and federal, state, and local government checks payable to the
Customer will be available on the first business day after the day of deposit. The excess
over $5,525 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 $5,525 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 fifteenth
business day after the day of deposit.
G. Large Dollar Deposits. The U.S. Federal Reserve Banks will not forward process any Item over
$99,999,999.99 and considers such Items as “non-cash items.” Such Items should not be
deposited in the Account. If Customer does deposit such an Item, the Bank may refuse to process
such Item or handle it as a collection Item. If handled as a collection Item, Customer credit and
availability will be deferred accordingly.
This Availability Policy and availability schedules may be changed without notice.
© 2020 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC.
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EXHIBIT E – AVAILABILITY SCHEDULE
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