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CONTRACT PURSUANT TO ITN This Contract is entered into this 13th day of January, 2016 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and JP Morgan Chase, N.A., a national banking association (“Contractor”) for the purchase of banking services in accordance with A.R.S. §35-325, other applicable Arizona Revised Statutes and the following terms and conditions. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of three (3) years, beginning on the 1st day of July, 2016 and ending the 30th day of June, 2019. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of two (2) years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A and A-1.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address and contact • 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 1 of 98 SERIAL 15080-ITN • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall 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 located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). The terms of this contract govern all legal rights and obligations of the parties, notwithstanding an acceptance of other terms and conditions, laws, regulations, rules, and policies that is imposed upon vendors in the vendor registration form required to be submitted under such website. Such acceptance is expressly disclaimed by Contractor and acknowledged by the County. 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will 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. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. 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 including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation relative to Contractor’s and its subcontractors’ employees engaged in performing the Contract and/or for Contractor’s failure to collect from the County any required state and local privilege taxes and remit the same. 3.5 TAX: (SERVICES): No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 2 of 98 SERIAL 15080-ITN 3.6 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the express concurrence of the Contractor which may be made on a case by case basis and subject to such modifications as are mutually agreed to between the Contractor and such member, a member of $AVE may be provided services under this Contract. 3.7 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of this Contract. Such approval may be made by the Contractor on a case by case basis and subject to such modifications as are mutually agreed between the Contractor and such member. 3.8 VOLUNTARY EMPLOYEE DISCOUNTS: 3.8.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.8.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 AVAILABILITY OF FUNDS: 4.1 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. 4.2 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, County 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 prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, 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. 5.2 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. 3 of 98 SERIAL 15080-ITN 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION: Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, 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 negligence, willful misconduct, or breach of contract of Contractor, its subcontractors, and each of their respective employees, and agents in their respective performance of this Contract (collectively, “Indemnified Claims”). 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 paragraph. The scope of this indemnification does not extend to the extent caused by the negligence of or breach of contract by of County. Notwithstanding the foregoing, neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, punitive of special damages, including lost profits, regardless of the form of the action or theory of recovery, even if that party has been advised of the possibility of such damages and/or the same are reasonably foreseeable. Further, contractor’s liability under this contract shall not exceed, in the aggregate, an amount equal to two (2) times the average annual fees paid or payable gross of any earnings credits applied by the County hereunder. 6.2 INSURANCE: 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++ or better. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona. 6.2.2 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. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 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. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Contractor shall be solely responsible for the deductible and/or self-insured retention under any policy (ies). 6.2.6 The insurance policies required by this Contract, except Workers’ Compensation, Crime or equivalent coverage (if applicable) and Bankers Professional Liability/Errors and Omissions, shall name County, officers, directors, officials and employees as Additional Insureds as their interests may appear. 6.2.7 The policies required hereunder, except Workers’ Compensation, Crime or equivalent coverage (if applicable), and Bankers Professional Liability/Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, officers, 4 of 98 SERIAL 15080-ITN directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability. Commercial General Liability 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. The policy shall include coverage for premises liability, bodily injury, 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. 6.2.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a minimum limit of not less than $1,000,000 combined single limit for bodily injury and property damage 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 under this Contract. 6.2.10 Workers’ Compensation. 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. Contractor, its contractors and its subcontractors waive all rights against Contract and its 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 contractors and its subcontractors pursuant to this Contract. 6.2.11 Banker’s Professional Liability. Contractor shall maintain Bankers Professional Liability insurance which will provide coverage for the rendering of professional services performed by the Contractor under the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and $3,000,000 aggregate. 6.2.12 Crime or equivalent coverage CONTRACTOR shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement. 6.3 FORCE MAJEURE: 6.3.1 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, interruption or failure of electricity or telecommunication service. 5 of 98 SERIAL 15080-ITN 6.3.2 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. 6.3.3 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. 6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.4 WARRANTY OF SERVICES: 6.4.1 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. 6.4.2 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. 6.5 INSPECTION OF SERVICES: 6.5.1 The Contractor shall provide and maintain an inspection system covering the facilities within which services under this Contract are performed. Subject to the limitations set forth in Section 6.5.2, records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.5.2 County has the right to inspect records relating to and test all services called for by the Contract, to the extent practicable at such times and locations as mutually agreed to during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. Access to records relating to services performed and facilities where such services are performed shall be limited to those directly pertaining to County’s accounts and shall be subject to applicable laws and the security procedures of Contractor. Any such inspection or access to records shall be at the sole cost and expense of the County. Nothing contained herein shall obligate the Contractor to make available for inspection or otherwise provide any records relating to accounts held by or services performed for other customers of Contractor nor any internal audits, regulatory examinations, filings or other documentation that it is precluded by law from disclosing to third parties. 6.5.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.5.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.5.3.2 Reduce the payments otherwise required under the Contract by the amount of the fees charged in connection with defective services that cannot be corrected by re-performance. 6 of 98 SERIAL 15080-ITN 6.5.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.5.4.1 By Contract or otherwise, perform the services; or 6.5.4.2 Terminate the Contract for default. 6.6 REQUIREMENTS CONTRACT: 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 after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.7 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. 6.8 Stop Work Order 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 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 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either— 6.8.1 Cancel the stop-work order; or 6.8.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 6.8.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.9 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 7 of 98 SERIAL 15080-ITN 6.10 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.10.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.10.2 Make progress, so as to endanger performance of this contract; or 6.10.3 Perform any of the other provisions of this contract. 6.10.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.11 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. 6.12 CONTRACTOR LICENSE REQUIREMENT: 6.12.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same in the performance of services under the Contract to the extent binding upon Contractor. Contractor shall promptly notify both Office of Procurement Services and the using agency of any and all changes concerning permits, or licenses required for Contractor perform the services under this Contract, if the same have not already been obtained by Contractor. 6.12.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.13 SUBCONTRACTING: 6.13.1 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 project. Notwithstanding the foregoing, Contractor may assign this Contract without the prior written consent of the County to a successor in 8 of 98 SERIAL 15080-ITN 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 the Respondent’s proposal and 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 certain 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 will obtain prior consent to its use of any “subcontractors” in the performance of services, to the extent and in the manner required under this Contract, but shall not be required to notify or obtain written consent from the County or any other party to its engagement of Third Party Service Providers. 6.13.2 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 or the County has approved the increase. 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 above the Prime Contractor’s rate, as bid. 6.14 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. 6.15 ADDITIONS/DELETIONS OF SERVICE: 6.15.1 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. 6.15.2 The County reserves the right of final approval on proposed staff designated as relationship team members (as indicated in its cover letter with its Proposal). Also, upon reasonable request by the County, the Contractor will be required to remove any employees designated as relationship team members assigned to the County and substitute personnel as relationship team members, who shall be subject to removal upon the County’s reasonable request. 6.16 SEVERABILITY: 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 this Contract. 6.17 RIGHTS IN DATA: The County shall have the use of data and reports relating to its accounts and the services provided to the County by Contractor under Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information to a Contract and to the performance thereunder subject to the limitations described in Section 6.5.2. 9 of 98 SERIAL 15080-ITN 6.18 NON-DISCRIMINATION: CONTRACTOR agrees 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 may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall 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. JPMorgan Chase Bank, N.A. (the Bank) represents that it is in compliance with Arizona Executive Order 2009-09 and agrees that, subject to implementation of agreed upon procedures to protect the privacy of the Bank’s employees as further described herein, it will provide information or access to its records as are necessary for purposes of verifying compliance with the Executive Order, as required under such Executive Order. Such procedures may include, but are not limited to, redactions of any personally identifiable information and/or identification of individual employees from materials supplied by the Bank and/or further disclosed by the County, except to the extent that disclosure of such information to or by the County is required under such Executive Order. 6.19 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.19.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.19.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.19.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.19.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 6.20.1.2 of this certification; but see the 8-K filing of J.P. Morgan Chase & Co. (Contractor’s parent company) with the US Securities and Exchange Commission, dated as of May 20, 2015, relating to a settlement of and guilty plea in connection with foreign exchange trading practices; and 6.19.1.4 Within the prior three (3) year period, a contract between Contractor and a governmental entity for services that are not contemplated under this Contract was terminated on a “for cause” basis by such entity. A settlement agreement was reached between the Contractor and the entity outside of any formal litigation. 6.20 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.20.1 By entering into the Contract, the Contractor warrants 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 10 of 98 SERIAL 15080-ITN 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 USCIS.GOV. 6.20.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.20.1 of this Section, subject to the agreed upon methods of protecting confidentiality of employee information, set forth in Section 6.20.3. 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. 6.20.3 To the extent applicable, pursuant to the provisions of the Section 41-4401 of the Arizona Revised Statutes, JPMorgan Chase Bank, N.A. hereby warrants and certifies it is in material compliance with all Federal immigration laws and regulations that relate to its employees and it is in material compliance with the E-verify requirements in accordance with Section 23-214(A) of the Arizona Revised Statutes. Therefore in accordance with A.R.S. § 41- 4401(A)(3) and subject to mutually agreed upon procedures and/or agreements that protect from further disclosure by the County the identification of any specific employees and or other personally identifiable information relative to such employees of JPMorgan Chase Bank, N.A., which may include, but are not limited to, redactions of any such information from materials supplied by the Bank and/or further disclosed by the County, the County shall have the right to inspect the employment verification documents of any U.S. employee of the Contractor or subcontractors who works on the contract to ensure compliance with all warranties required by the statute. 6.21 INFLUENCE: As prescribed in MC1-1202 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. An attempt to influence includes, but is not limited to: 6.21.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.21.2 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. 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. 6.22 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.22.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after 11 of 98 SERIAL 15080-ITN final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest, but in no event shall Contractor be required to retain any transaction documents (e.g. checks, images, statements, ACH files, payment orders) in excess of its standard retention policies for such records. 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, subject to the limitations of Section 6.5.2. 6.22.2 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 reimburse Maricopa County for the services not so adequately supported and documented. 6.23 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.24 WITHHOLDING/OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may withhold against any money due to the Contractor any amounts Contractor owes to the County for damages to the extent caused by Contractor’s breach in performance of the contract. Such sums may be finally offset and retained by the County to the extent that the same are undisputed by Contractor or, if disputed, to the extent that the same have been adjudicated or otherwise determined as owing under any applicable dispute resolution process agreed to by the parties. 6.25 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the 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. 6.26 PRICES: The Contractor establishes pricing based upon prevailing market prices in the geographic area, the totality of the customer’s relationship with the Contractor, the nature or type of industry in which its customer is engaged, and the complexity of the services offered, which renders monitoring for “similar services” and pricing levels to be impracticable. As an alternative, the Contractor is willing to re-negotiate the pricing for the contracted services, if the County becomes aware of circumstances that render the pricing hereunder uncompetitive with other providers for similar services for governmental entities of similar size within Arizona and provides written notice to the Contractor of its desire to re-negotiate pricing and the circumstances under which it deems the pricing to be uncompetitive. If the parties are unable to agree upon revisions to such pricing within thirty (30) days of the Bank’s receipt of Customer’s notice, or such longer period as the parties may agree (the “Renegotiation Period”), Customer may terminate the affected services upon written notice to the Contractor. 12 of 98 SERIAL 15080-ITN 6.27 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.28 RELATIONSHIPS: 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. 6.29 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.30 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this executed Contract (the “Master Contract”) and the incorporated documents as set forth in Section 6.31, the order of precedence shall be as provided in Section 6.31. 6.31 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.31.1 Master Contract; 6.31.2 Exhibit A, Pricing; 6.31.3 Exhibit A-1; Comprehensive Fee Schedule; 6.31.4 Exhibit B, Scope of Work; In addition, the following documents are incorporated within and made a part of this Contract: 6.31.5 Sample Account and Service Terms included as Appendix 1 in Contractor’s proposal dated August 27, 2015 in response to the County’s Invitation to Negotiate: Banking Services Agreement (15080-ITN) (the “ITN”); 6.31.6 Availability Schedules included as Appendix 2 in Contractor’s proposal dated August 27, in response to the ITN; 6.31.7 Contractor’s proposal dated August 27, 2015 in response to the ITN (except for the documents referenced in Sections 6.31.5 and 6.31.6); and 6.31.8 The ITN In the event of any inconsistencies between the documents referenced in 6.31.1 through 6.31.8, the order of precedence shall be in the order reflected above, such that each document shall supersede and control over any documents listed below it, to the extent of inconsistencies between them. 13 of 98 SERIAL 15080-ITN NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: JP Morgan Chase Bank, N.A. ATTN: Jeff Sundheimer 201 North Central Ave., Floor 21 Phoenix, AZ 85004-0073 14 of 98 15 of 98 SERIAL 15080-ITN EXHIBIT A PRICING SERIAL: 15080-ITN NIGP CODE: 94625 RESPONDENT'S NAME: JP MORGAN CHASE BANK, N.A. COUNTY VENDOR #: W000009382 X ADDRESS: 201 NORTH CENTRAL AVE, FLOOR 21 PHOENIX, AZ 85004-0073 P.O. ADDRESS: TELEPHONE #: (602) 221-2170 FACSIMILE #: (602) 221-1075 WEB SITE: www.jpmorgan.com CONTACT (REPRESENTATIVE): JEFF SUNDHEIMER REPRESENTATIVE'S E-MAIL ADDRESS: JEFFREY.J.SUNDHEIMER@JPMORGAN.COM YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM [ ] [ x* ] THIS CONTRACT *Contractor may, on a case by case basis, permit other public entities to obtain the services under the terms of the contract subject to mutually agreed upon modifications. WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [ ] [ x ] WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING [ ] [ x ] % PROCUREMENT CARD: (Payment shall be made within 48 hours of utilizing the Purchasing Card) RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS. FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. RESPONDENT MUST INITIAL THEIR SELECTION BELOW.* [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS* [ ] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS *PLEASE NOTE MARICOPA COUNTY CURRENTLY SETTLES WITH JP MORGAN SEMI-ANNUALLY 1.0 Bank Service Charges * Average Service Product Line and Description Monthly Unit Price ($) Comments Charge ($) Volume ACCOUNT SERVICES RATE BASED FEE; SEE 2 - NEGATIVE COLLECTED BALANCE FEE 1 $0.0000 $0.00 SECTION 2.0 FOR CALCULATION RATE BASED 103 - NETTED NEG COLLECTED BAL FEE 1 $0.0000 $0.00 FEE; SEE 16 of 98 SERIAL 15080-ITN SECTION 2.0 FOR CALCULATION 105 - DAILY OVERDRAFT OCCURRENCE FEE 3 $0.0000 $0.00 1005 - ACCOUNT MAINTENANCE 111 $4.8000 $532.80 1006 - ACCT MAINT-INT 1 $4.8000 $4.80 1010 - STATEMENT CYCLES 100 $0.0000 $0.00 1014 - ACCOUNT STATEMENT - PAPER 1 $3.0000 $3.00 1015 - STATEMENT CYCLES - ENHANCED 11 $0.0000 $0.00 1019 - DDA IMAGE STATEMENTS 1 $0.0000 $0.00 1073 - LARGE DOLLAR CHECK REVIEW 91 $0.0000 $0.00 1076 - AUDIT CONFIRMATIONS 106 $0.4717 $50.00 1304 - ARP PAID ITEM RETURN CREDIT 22 $0.0000 $0.00 1756 - ONLINE AUDIT CONFIRMATIONS 1 $0.0000 $0.00 1761 - CHECK IMAGE REQUEST 1 $10.0000 $10.00 1762 - CHECK IMAGES RETRIEVED 69,347 $0.0500 * ACTUAL VOLUME BASED 1762 - CHECK IMAGES RETRIEVED 32 $0.0500 $1.60 ON 12 MONTH HISTORY 2314 - OD NETTING MONTHLY MAINT FEE 4 $75.0000 $300.00 2315 - OVERDRAFT NSF ITEM RETURNED 59 $0.0000 $0.00 2316 - OVERDRAFT NSF ITEM PAID 61,773 $0.0000 $0.00 3499 - POST NO CHECKS MAINTENANCE 31 $3.0000 $93.00 Subtotal $995.20 AUTOMATED CLEARING HOUSE 2268 - PAYSOURCE ORIGINATED ITEM 2,851 $0.1300 $370.63 2695 - ACH MAINTENANCE 40 $9.7500 $390.00 2700 - CREDIT ORIGINATED 46,461 $0.0180 $836.30 2705 - DEBIT ORIGINATED 96 $0.0180 $1.73 2710 - DELETION / REVERSAL - MANUAL 21 $12.0000 $252.00 2716 - CREDIT RECEIVED 3,342 $0.0400 $133.68 2717 - DEBIT RECEIVED 490 $0.0400 $19.60 2720 - RETURN ITEM 50 $0.7500 $37.50 2722 - NOTIFICATION OF CHANGE 10 $0.7500 $7.50 2729 - RETURN NOTIFICATION - ONLINE 33 $1.0000 $33.00 2730 - NOTIF OF CHANGE - ONLINE 8 $1.0000 $8.00 2732 - ELOCKBOX FILE PROCESSING 21 $10.0000 $210.00 2742 - CREDIT ORIGINATED - JPM ACCESS 10,185 $0.1000 $1,018.50 2744 - DEBIT ORIGINATED - JPM ACCESS 67 $0.1000 $6.70 2746 - JPM ACCESS ACH MAINTENANCE 73 $10.0000 $730.00 2753 - DELETION / REVERSAL - ELEC 8 $5.0000 $40.00 2765 - FILE PROCESSING 96 $2.0000 $192.00 2796 - ADDENDA RECORD 23,806 $0.0040 $95.22 2809 - NOTIF OF CHANGE - EMAIL 9 $1.5000 $13.50 2810 - RETURN NOTIFICATION - EMAIL 36 $1.5000 $54.00 2812 - NOTIF OF CHANGE - FAX 1 $0.0000 $0.00 2821 - RETURN NOTIFICATION - FAX 2 $1.0000 $2.00 2860 - DEBIT BLOCK MAINTENANCE 103 $7.0000 $721.00 17 of 98 SERIAL 15080-ITN 2861 - ACH ADA AUTHORIZED ID 255 $0.5000 $127.50 5489 - ELOCKBOX MAINTENANCE 1 $28.0000 $28.00 5490 - ELOCKBOX TRANSACTION RECEIVED 6,778 $0.0800 $542.24 5491 - ELOCKBOX TRANSACTION 6,778 $0.0300 $203.34 REFORMAT 7619 - TRANSACTION SUMMARY REPORT 28 $6.0000 $168.00 Subtotal $6,241.94 BAI/SWIFT/ISO REPORTING 3645 - DT FILE IMPLEMENTATION FEE 1 $0.0000 $0.00 3653 - FILE TRANSMISSION-IRIS 20 $1.0000 $20.00 6085 - DT PER ACCOUNT CHARGE 54 $1.0000 $54.00 6093 - BAI PER CHECK ITEM CHARGE 919 $0.0400 $36.76 6094 - BAI PRIOR DAY EXTENDED DETAIL 22,112 $0.0000 $0.00 6095 - BAI PRIOR DAY TRANSACTIONS 9,675 $0.0400 $387.00 Subtotal $497.76 BANKING CENTER SERVICES 1306 - BRANCH CREDITS POSTED 685 $2.0000 $1,370.00 1314 - BRANCH DEPOSIT-IMMEDIATE VERIF 411,402 $0.0060 $2,468.41 1316 - BRANCH COIN DEP PAR OR MIX BAG 1 $7.5000 $7.50 1318 - BRANCH ORDER - COIN ROLL 39 $0.0500 $1.95 1319 - BRANCH ORDER CURRENCY STRAP 12 $0.2000 $2.40 1320 - BRANCH DEPOSIT IN NON STD BAG 3 $2.0000 $6.00 1327 - BRANCH DEPOSIT - POST VERIF 198,301 $0.0035 $694.05 1332 - BRANCH DEPOSIT ADJUSTMENT 7 $0.0000 $0.00 1333 - BRANCH ORDER PROCESSED 2 $2.5000 $5.00 Subtotal $4,555.32 ONLINE SERVICES 6752 - CCO ADDITIONAL ACCOUNT FEE 6 $10.0000 $60.00 6753 - BILL PAY TRANSACTION 256 $0.5000 $128.00 6759 - VENDOR PAYMENT TRANSACTION 2 $0.5000 $1.00 6772 - CCO PREMIUM PLUS MONTHLY FEE 1 $150.0000 $150.00 Subtotal $339.00 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 1-2000 2,000 $0.0300 $60.00 501 - CHECK DEPOSITED-ON US >2000 10,901 $0.1200 $1,308.12 513 - CHECK DEPOSITED-TRANSIT 1-11000 11,000 $0.1000 $1,100.00 513 - CHECK DEPOSITED-TRANSIT >11000 44,466 $0.2000 $8,893.20 541 - CHECK IMAGE DEPOSITED - IDD PER 7,813 $0.0500 $390.65 ITEM 548 - IDD MONTHLY MAINTENANCE FEE 40 $5.0000 $200.00 704 - DEPOSIT CORRECTION 10 $5.0000 $50.00 749 - CQD DEPOSITORY CREDIT 435 $0.0000 $0.00 18 of 98 SERIAL 15080-ITN 1139 - SOFTWARE MAINTENANCE FEE 15 $5.0000 $75.00 1305 - CREDITS POSTED 4,402 $0.3000 $1,320.60 1382 - IDD IMPLEMENTATION FEE 1 $0.0000 $0.00 1386 - WAIVE SCANNER 8 $0.0000 $0.00 1435 - RETURN ITEM 119 $1.5000 $178.50 1437 - RETURN MULTIPLE LOCATIONS 93 $0.6000 $55.80 1441 - RETURN FAX COPY 18 $3.0000 $54.00 1448 - RETURN DETAIL REPORTING 112 $0.5000 $56.00 1450 - RETURN ITEM REDEPOSIT 95 $1.5000 $142.50 1452 - RETURN - EMAIL NOTIFICATION 41 $1.0000 $41.00 Subtotal $13,925.37 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 1,012 $2.0000 $2,024.00 2285 - CHECK / DEBIT POSTED 71,160 $0.0150 $1,067.40 2320 - STOP PAYMENT - MANUAL 1 $8.0000 $8.00 2324 - STOP PAYMENT - ONLINE 1 $25.0000 $25.00 2338 - STOP PAYMENT AUTOMATIC 25 $4.0000 $100.00 RENEWAL PASS THROUGH 2360 - DELUXE 3RD PARTY PRINT SVCS 1 $0.0000 $0.00 CHARGE 3377 - IMAGE TRANSMISSION PER ITEM 61,059 $0.0000 $0.00 3378 - IMAGE TRANSMISSION PER TRANS 61 $20.0000 $1,220.00 6618 - PWS CHECK INQUIRY MAINTENANCE 14 $4.0000 $56.00 6620 - PWS RECON REPORT/STMT MAINT 18 $0.0000 $0.00 6621 - PWS IMAGING MAINTENANCE 6 $0.0000 $0.00 6625 - PWS EXCEPTION NOTIF-ACCT 8 $0.0000 $0.00 6636 - PWS RPP EXCEPT REVIEW MAINT 1 $20.0000 $20.00 6638 - PWS REVERSE POSPAY EXCEPTIONS 560 $0.0500 $28.00 6639 - STOP PAYMENT - ELECTRONIC 110 $1.2500 $137.50 6645 - IMAGE RETRIEVAL PER RETRIEVE 40 $1.0000 $40.00 6646 - PWS IMAGE RETRIEVAL >91DAY 10 $5.0000 $50.00 Subtotal $4,775.90 FUNDS TRANSFER SERVICES 5445 - FW SURCHARGE POST 5PM RECEIPT 1 $0.2100 $0.21 5446 - FW SURCHARGE $10 MILLION+ D/C 2 $0.1400 $0.28 5822 - ELECTRONIC BOOK DEBIT S/T 11 $1.2150 $13.37 5824 - ELECTRONIC FED DEBIT S/T 8 $2.0000 $16.00 5826 - ELECTRONIC CHIP DEBIT S/T 1 $8.5000 $8.50 5842 - BANK INITIATED FED DEBIT 2 $25.0000 $50.00 5845 - BANK INIT. ACC.DEBIT TRANSFER 1 $50.0000 $50.00 5882 - REPETITIVE INSTRUCTION STORAGE 27 $0.0000 $0.00 5883 - FED TRANSFER FEE 80 $0.0000 $0.00 5884 - CHIPS MESSAGE FEE 7 $0.0000 $0.00 5886 - BOOK CREDIT 36 $1.0000 $36.00 5887 - FED CREDIT S/T 70 $2.0000 $140.00 5888 - FED CREDIT REPAIR 1 $9.5000 $9.50 19 of 98 SERIAL 15080-ITN 5889 - CHIPS CREDIT S/T 7 $7.0000 $49.00 5927 - MAIL DEBIT ADVICE 5 $1.0000 $5.00 5928 - MAIL CREDIT ADVICE 14 $1.0000 $14.00 5961 - DRAWDOWN FED DEBIT 2 $16.0000 $32.00 5972 - AUTOMATED PHONE INQUIRY 1 $0.0000 $0.00 6408 - ADVICE - NOT CHARGE 115 $0.0000 $0.00 6415 - FIPIS COUNT 1 $0.0000 $0.00 Subtotal $423.86 INTERNATIONAL SERVICES 3941 - DEPOSITED CHECK - CANADIAN 292 $4.5000 $1,314.00 3943 - FOREIGN CHECK DEPOSIT(GROUP 1) 1 $15.0000 $15.00 3947 - FOREIGN CHECK RETURN (CAD) 5 $20.0000 $100.00 Subtotal $1,429.00 INVESTMENT SERVICES 7841 - SEGR DEP SUB ACCT MAINT 829 $0.0000 $0.00 Subtotal $0.00 JPMORGAN ACCESS RETIRED 2978 - CASH RPTG SCHDLER SOFTWARE FEE 1 $0.0000 $0.00 SERVICE CODE - N/A REPRESENTS SEGREGATED 3674 - JPMORGAN ACCESS FIXED CHARGE 1 $1,500.0000 $1,500.00 DEPOSIT ACCOUNT (SDA) SERVICE 6040 - CLIENT MAINTENANCE 15 $75.0000 $1,125.00 THIS VOLUME IS INCLUSIVE OF SDA'S - ACTUAL 6041 - ACCOUNT MAINTENANCE 1,244* $9.0000 * 12 MONTH VOLUMES ARE DIRECTLY BELOW 6041 - ACCOUNT MAINTENANCE 220 $9.0000 $1,980.00 6043 - TRANS REPORTED - 45 DAY 114,131 $0.0400 $4,565.24 6044 - TRANS REPORTED - 90 DAY 1,982 $0.0400 $79.28 6053 - EXTENDED TRANSACTION DETAIL 227,151 $0.0000 $0.00 RETIRED 6067 - ACCOUNT MAINT - 45 DAY HISTORY 1,197 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6068 - ACCOUNT MAINT - 90 DAY HISTORY 1 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6074 - ACCOUNT MAINT - 10 DAY HISTORY 7 $0.0000 $0.00 SERVICE CODE - N/A 6075 - ACCESS ACCOUNT TRANSFER MAINT 1,088 $0.0000 $0.00 20 of 98 SERIAL 15080-ITN 6076 - ACCT TRANSFER ITEM 431 $1.0000 $431.00 RETIRED 6079 - TRANSACTION REPORTED 99,095 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6081 - CASH SCHEDULER MONTHLY FEE 2 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6082 - CASH SCHEDULER USER FEE 3 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6084 - JPMORGAN ACCESS LICENSE FEE 3 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6087 - USER MODULE FEE 150 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6090 - JPMORGAN ACCESS CLIENT MAINT 103 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6099 - SPECIAL REPORT FEE 9 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 6100 - ACH RETURNS RPT FEE 7 $0.0000 $0.00 SERVICE CODE - N/A RETIRED 7357 - JPM ACCESS MONTHLY MAINT 12 $0.0000 $0.00 SERVICE CODE - N/A Subtotal $9,680.52 NETWORK LOCKBOX (WNLB) 6101 - WNLB LOCKBOX - MAINT 3 $75.0000 $225.00 6106 - WNLB WHOLESALE ITEM 9,605 $0.2950 $2,833.48 6114 - WNLB UNPROCESSABLE ITEM 147 $0.3500 $51.45 6115 - WNLB NO CHECK ITEM 4,463 $0.2500 $1,115.75 6116 - WNLB CHECK CLEARING 9,605 $0.0700 $672.35 6126 - WNLB CHECK MICR CAPTURE 9,605 $0.0150 $144.08 6127 - WNLB DATA CAPTURE 206,210 $0.0085 $1,752.79 6129 - WNLB DATA TRANSMISSION MAINT 2 $100.0000 $200.00 6130 - WNLB DATA TRANSMISSION ITEM 14,906 $0.0060 $89.44 6135 - WNLB PAPER DELIVERY PREP 1,788 $0.1000 $178.80 6136 - WNLB OUTGOING PACKAGE PREP 3 $5.0000 $15.00 6138 - WNLB POSTAGE 387 $0.2500 $96.75 6139 - WNLB CLOSED LBX IMAGE VIEWING 1 $0.0000 $0.00 6140 - WNLB DOCUMENT IMAGE CAPTURE 20,014 $0.0500 $1,000.70 6144 - WNLB IMAGE TRANSMISSION MAINT 1 $100.0000 $100.00 6145 - WNLB IMAGE TRANSMISSION PAGE 21,683 $0.0060 $130.10 ADDITIONAL PROGRAMMING FEES WILL BE 6154 - WNLB ADDITIONAL PROGRAMMING 98 * * IDENTIFIED DURING A STATEMENT OF WORK 21 of 98 SERIAL 15080-ITN 6167 - WNLB >10 ACCEP PAY>5 UNACCEP 5,092 $0.1000 $509.20 6170 - WNLB GROUPS/SORTS-COMPLEX 413 $0.2000 $82.60 6171 - WNLB BALANCING 6,763 $0.0500 $338.15 6179 - WNLB REC EDGE MAINT-CHK/DOC 4 $60.0000 $240.00 6185 - WNLB EXTENDED IMAGE STORAGE 109,750 $0.0050 $548.75 6187 - WNLB LONG TERM STORAGE-CHECK 15,247 $0.0200 $304.94 6188 - WNLB LONG TERM STORAGE-B&W 32,936 $0.0400 $1,317.44 DOC 6245 - WNLB DEPOSIT PREPARATION 58 $0.7500 $43.50 6280 - WNLB RETURN ITEM MAINTENANCE 2 $15.0000 $30.00 Subtotal $12,020.25 OTHER CHARGES AND CREDITS SERVICE CODE USED AS 1100 - MISCELLANEOUS SERVICES 1 $0.0000 $0.00 NEEDED FOR PASS THROUGH CHARGES SERVICE CODE USED AS 8809 - RESEARCH ADJUSTMENT CREDIT 25 $0.0000 $0.00 NEEDED FOR ADJUSTMENTS SERVICE CODE USED AS 8810 - RESEARCH ADJUSTMENT DEBIT 38 $0.0000 $0.00 NEEDED FOR ADJUSTMENTS Subtotal $0.00 PAYSOURCE/PAYSTREAM 3608 - PAYSOURCE MTHLY MAINT (PER ID) 1 $100.0000 $100.00 3620 - PAYSOURCE FILE TRANSLATION FEE 9,773 $0.0000 $0.00 3622 - PAYSOURCE TRANSACTION FEE 2,825 $0.1500 $423.75 3630 - FMS FILE TRANSMISSION 21 $7.5000 $157.50 Subtotal $681.25 PREMIUM ASSESSMENT FEE RATE BASED FEE; SEE 35 - PREMIUM ASSESSMENT FEE 1 $0.0000 $0.00 SECTION 2.0 FOR CALCULATION Subtotal $0.00 RECEIPTSTREAM/ENH REC SVCS 2629 - R$ EDI RPTG SUM REPORT 39 $2.0000 $78.00 2631 - EDI DETAIL REPORT-JPM ACCESS 175 $2.0000 $350.00 2661 - R$ EDI FAX REPORT 47 $2.5000 $117.50 Subtotal $545.50 22 of 98 SERIAL 15080-ITN RECEIVABLES EDGE (Online portal to lockbox) 6852 - DATA TRANS MAINTENANCE 1 $150.0000 $150.00 6853 - DATA TRANSMISSION ITEM 12,669 $0.0060 $76.01 6855 - IMAGE TRANSMISSION 1 $200.0000 $200.00 MAINTENANCE 6856 - IMAGE TRANSMISSION PAGE 25,337 $0.0060 $152.02 Subtotal $578.04 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 7,032 $0.0200 $140.64 3207 - FULL RECONCILEMENT - MAINT 3 $15.0000 $45.00 3209 - PARTIAL RECONCILEMENT - MAINT 5 $10.0000 $50.00 3210 - PARTIAL RECONCILIATION-PER ITM 63,909 $0.0100 $639.09 3228 - PAYEE NAME VERIFICATION 1,397 $0.0300 $41.91 3262 - POSITIVE PAY MAINTENANCE 8 $0.0000 $0.00 3263 - EXCEPTION ITEM 163 $1.0000 $163.00 3268 - POSITIVE PAY NO RECON - MAINT 1 $8.0000 $8.00 3270 - POS PAY WITHOUT RECON ITEMS 18 $0.0000 $0.00 3271 - ISSUE INPUT FILE WITH RECON 65 $3.0000 $195.00 3272 - CHECK EXCEPTION RETURN 79 $10.0000 $790.00 3291 - OUTPUT FILE 127 $3.0000 $381.00 3293 - EXCESSIVE ARP REJECTS 1 $0.1500 $0.15 3294 - DATA ENTRY - MANUAL 54 $2.0000 $108.00 3386 - IMAGE CAPTURE PER ITEM 71,835 $0.0050 $359.18 Subtotal $2,920.97 SCANNABLE LOCKBOX (SNLB) 6107 - SNLB SCANNABLE ITEM 58,713 $0.1400 $8,219.82 6108 - SNLB OCR DOCUMENT 67,643 $0.0100 $676.43 6141 - SNLB OCR DOC IMAGE CAPTURE 77,283 $0.0500 $3,864.15 REPRESENTS BOTH LOCKBOX AND TELLER 6142 - SNLB SPECIAL IMAGE HANDLING 11196 * * EXPRESS VOLUME COMBINED REPRESENTS LOCKBOX 6142 - SNLB SPECIAL IMAGE HANDLING 5598 $0.2000 $1,119.60 VOLUMES ONLY (NON-TELLER EXPRESS) 6204 - SNLB DEPOSIT PREPARATION 79 $0.7500 $59.25 6209 - SNLB SORT - MANUAL 7,357 $0.2000 $1,471.40 6210 - SNLB BALANCING 49,677 $0.0050 $248.39 6218 - SNLB DOC IMAGE PRESENTMENT 3 $100.0000 $300.00 6225 - SNLB EXTENDED IMAGE STORAGE 403,160 $0.0050 $2,015.80 6227 - SNLB LONG TERM STORAGE-CHECK 58,713 $0.0250 $1,467.83 6228 - SNLB LONG TERM STORAGE-B&W 80,133 $0.0420 $3,365.59 23 of 98 SERIAL 15080-ITN DOC 6246 - SNLB MAINTENANCE 3 $200.0000 $600.00 6250 - SNLB UNPROCESSABLE ITEM 166 $0.3500 $58.10 6251 - SNLB NO CHECK ITEM 6,091 $0.1900 $1,157.29 6252 - SNLB CHECK CLEARING 64,356 $0.0800 $5,148.48 6254 - SNLB CASH PROCESSING 46 $6.0000 $276.00 6258 - SNLB CHECK MICR CAPTURE 58,713 $0.0150 $880.70 6259 - SNLB DATA CAPTURE 57,583 $0.0085 $489.46 6262 - SNLB DATA TRANSMISSION MAINT 3 $100.0000 $300.00 6263 - SNLB DATA TRANSMISSION ITEM 129,245 $0.0060 $775.47 6266 - SNLB PAPER DELIVERY PREP 2,943 $0.0500 $147.15 6267 - SNLB PACKAGE PREP 3 $10.0000 $30.00 6270 - SNLB DOCUMENT IMAGE CAPTURE 6,521 $0.0500 $326.05 6271 - SNLB IMAGE TRANSMISSION MAINT 1 $30.0000 $30.00 6272 - SNLB IMAGE TRANSMISSION PAGE 136,494 $0.0060 $818.96 ADDITIONAL PROGRAMMING FEES WILL BE 6276 - SNLB ADDITIONAL PROGRAMMING 10 * * IDENTIFIED DURING A STATEMENT OF WORK Subtotal $33,845.90 VAULT SERVICES 1310 - VAULT DEPOSIT 2,955 $0.9500 $2,807.25 1468 - VAULT EMAIL NOTIFICATION 296 $0.5000 $148.00 1475 - VAULT DEPOSIT ROLLED COIN 162 $0.2000 $32.40 1476 - VAULT ORDER COIN ROLLS 513 $0.1000 $51.30 1477 - VAULT ORDER - COIN ROLL BOX 1,200 $0.0500 $60.00 1482 - VAULT DEPOSIT STD STRAP - NOTE 51,675 $0.0000 $0.00 JP MORGAN CHARGES VAULT DEPOSITS PER 1486 - VAULT DEP NON STD STRAP - NOTE 101,798 $0.0000 $0.00 $1000 VERSUS PER NOTE BASED ON ACTUAL 12 1459 - VAULT DEPOSIT PER $1,000 817 $0.9500 $775.86 MONTH AVERAGE VOLUME 1495 - VAULT STANDARD ORDERS 56 $2.0000 $112.00 1497 - VAULT ORDER CURRENCY STD 575 $0.1500 $86.25 STRAP 1498 - VAULT EXPEDITED SPECIAL ORDERS 2 $25.0000 $50.00 1499 - VAULT ORDER CURR NON STD STRAP 3,680 $0.0100 $36.80 1506 - VAULT DEP PARTIAL OR MIXED BAG 34 $7.5000 $255.00 1525 - VAULT DEPOSIT STD COIN BAG 5 $2.0000 $10.00 1545 - VAULT ACTIVITY REPORT FAXED 3 $25.0000 $75.00 PASS THROUGH 1573 - VAULT ORDER SUPPLIES 1 $0.0000 $0.00 CHARGE 1617 - VAULT DEPOSIT ADJUSTMENT 9 $5.0000 $45.00 1618 - VAULT DEPOSIT ADJUSTMENT NOTIF 1 $5.0000 $5.00 24 of 98 SERIAL 15080-ITN Subtotal $4,549.86 TOTAL CHARGES $98,005.62 * Volumes are estimated. Actual volumes may be different based on activity and/or changes to County procedures. ** Denotes a one-time service charge. 2.0 Loan Charges and Additional Explanations ITEMS CALCULATIONS Avg. Negative Collected Bal. x OD Rate x Actual Days in Cycle / Days in Year Overdrafts OD Rate is JP Morgan Prime Rate Registered Warrant Percentage Qualified JPM recommends 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 the bank will not be able to extend additional credit to that district through the purchase of the registered warrant. Unqualified Revolving Credit Line (Maricopa County) Qualified - 61% of JP Morgan Daily Prime Rate Unqualified - 66% of JP Morgan Daily Prime Rate Revolving Credit Line (Maricopa County School Qualified - 61% of JP Morgan Daily Prime Rate Districts) Unqualified - 66% of JP Morgan Daily Prime Rate Warrant Float (Daily Average: $30Million) Requires either collected funds equal to daily clearing, or daily uncollected funds usage is assessed at JP Morgan Prime Rate. 25 of 98 SERIAL 15080-ITN Avg. Investable Balance x ECR x Actual Days in Cycle / Actual Days Net Earnings Credit in Year = Earnings Credit Allowance J.P. Morgan is offering our Premium Managed Earnings Credit Rate (ECR) with a floor of 0.50% to expire on June 30, 2019. Excess Earnings Credits will be settled semi-annually. Premium Assessment Fee (Formerly referred to as Premium Assessment Fee Rate x Avg Positive Ledger Balance x FDIC) Actual Days in Month / Actual Days in Year Since January 2, 2010, the JP Morgan Premium Assessment Fee Rate has been 0.13% Average positive monthly ledger balance is the result of dividing the aggregate of each day's positive closing ledger balance amount by the number of calendar days in the month. Any days in which the closing ledger balance was negative are not included in the balance aggregate for this calculation Premium Assessment Fee is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The fee is set by J.P. Morgan, in its sole discretion, and is subject to periodic review and adjustment. Collateral Charges $25,000 Account Analysis Credit to be used towards banking Transition Credit supplies. Free check scanners for County departments to migrate to remote Other deposit of checks. Implementation fee waiver for services which facilitate County migration from paper to electronic processing. Note: Please note that while every attempt is made to identify each applicable service code, depending on the ultimate service the County selects, the actual price code of the new or specific product would apply. J.P. Morgan will continue to offer Maricopa County volume and relationship based pricing. 26 of 98 SERIAL 15080-ITN EXHIBIT A-1 COMPREHENSIVE FEE SCHEDULE Comprehensive Fee Schedule Unit Service Description AFP Price ACCOUNT SERVICES JP MORGAN PRIME 2 - NEGATIVE COLLECTED BALANCE FEE 000210 RATE JP MORGAN PRIME 103 - NETTED NEG COLLECTED BAL FEE 000143 RATE 105 - DAILY OVERDRAFT OCCURRENCE FEE 000212 $0.0000 1005 - ACCOUNT MAINTENANCE 010000 $4.8000 1006 - ACCT MAINT-INT 010010 $4.8000 1008 - ACCT MAINT-INT ADJ BAL 010010 $100.0000 1010 - STATEMENT CYCLES 010307 $0.0000 1014 - ACCOUNT STATEMENT - PAPER 010310 $3.0000 1015 - STATEMENT CYCLES - ENHANCED 010307 $0.0000 1019 - DDA IMAGE STATEMENTS 010320 $0.0000 1073 - LARGE DOLLAR CHECK REVIEW 150299 $0.0000 1076 - AUDIT CONFIRMATIONS 010630 $0.4717 1304 - ARP PAID ITEM RETURN CREDIT 010101 $0.0000 1756 - ONLINE AUDIT CONFIRMATIONS 010630 $0.0000 1761 - CHECK IMAGE REQUEST 151352 $10.0000 1762 - CHECK IMAGES RETRIEVED 151352 $0.0500 2314 - OD NETTING MONTHLY MAINT FEE 600410 $0.0000 2315 - OVERDRAFT NSF ITEM RETURNED 150340 $0.0000 2316 - OVERDRAFT NSF ITEM PAID 150341 $0.0000 3499 - POST NO CHECKS MAINTENANCE 1500ZZ $3.0000 * 7856 - CASH CONCENTRATION MAINTMASTER 010020 $35.0000 * 7857 - CASH CONCENTRATION MAINT SUB 010021 $10.0000 AUTOMATED CLEARING HOUSE 2268 - PAYSOURCE ORIGINATED ITEM 250102 $0.1300 2695 - ACH MAINTENANCE 250000 $9.7500 2700 - CREDIT ORIGINATED 250101 $0.0180 2705 - DEBIT ORIGINATED 250100 $0.0180 2710 - DELETION / REVERSAL - MANUAL 250620 $12.0000 2716 - CREDIT RECEIVED 250201 $0.0400 2717 - DEBIT RECEIVED 250200 $0.0400 2720 - RETURN ITEM 250302 $0.7500 2722 - NOTIFICATION OF CHANGE 251070 $0.7500 2729 - RETURN NOTIFICATION - ONLINE 250400 $1.0000 2730 - NOTIF OF CHANGE - ONLINE 250400 $1.0000 27 of 98 SERIAL 15080-ITN 2732 - ELOCKBOX FILE PROCESSING 259925 $10.0000 2742 - CREDIT ORIGINATED - JPM ACCESS 250101 $0.1000 2744 - DEBIT ORIGINATED - JPM ACCESS 250100 $0.1000 2746 - JPM ACCESS ACH MAINTENANCE 250000 $10.0000 2753 - DELETION / REVERSAL - ELEC 250620 $5.0000 2765 - ACH BATCH/FILE PROCESSED 250501 $2.0000 2796 - ADDENDA RECORD ORIGINATED 250120 $0.0040 2809 - NOTIF OF CHANGE - EMAIL 251070 $1.5000 2810 - RETURN NOTIFICATION - EMAIL 250400 $1.5000 2812 - NOTIF OF CHANGE - FAX 251071 $0.0000 2821 - RETURN NOTIFICATION - FAX 250401 $1.0000 2860 - DEBIT BLOCK MAINTENANCE 251050 $7.0000 2861 - ACH ADA AUTHORIZED ID 251051 $0.5000 5489 - ELOCKBOX MAINTENANCE 050030 $28.0000 5490 - ELOCKBOX TRANSACTION RECEIVED 050300 $0.0800 5491 - ELOCKBOX TRANSACTION REFORMAT 050311 $0.0300 7619 - TRANSACTION SUMMARY REPORT 250702 $6.0000 BAI/SWIFT/ISO REPORTING 3645 - DT FILE IMPLEMENTATION FEE 400110 $0.0000 3653 - FILE TRANSMISSION-IRIS 400110 $1.0000 6085 - DT PER ACCOUNT CHARGE 400110 $1.0000 6093 - CHECK ITEMS REPORTED 400110 $0.0400 6094 - EXTENDED DETAIL 400110 $0.0000 6095 - NON-CHECK ITEMS REPORTED 400110 $0.0400 BANKING CENTER SERVICES 1306 - BRANCH CREDITS POSTED 100000 $2.0000 1314 - BRANCH DEPOSIT-IMMEDIATE VERIF 100000 $0.0060 1316 - BRANCH COIN DEP PAR OR MIX BAG 100012 $7.5000 1318 - BRANCH ORDER - COIN ROLL 100044 $0.0500 1319 - BRANCH ORDER CURRENCY STRAP 10004A $0.2000 1320 - BRANCH DEPOSIT IN NON STD BAG 100099 $2.0000 1327 - BRANCH DEPOSIT - POST VERIF 100007 $0.0035 1332 - BRANCH DEPOSIT ADJUSTMENT 100500 $0.0000 1333 - BRANCH ORDER PROCESSED 100040 $2.5000 CHASE ONLINE SERVICES 6752 - CCO ADDITIONAL ACCOUNT FEE 401000 $10.0000 6753 - BILL PAY TRANSACTION 999999 $0.5000 6759 - VENDOR PAYMENT TRANSACTION 999999 $0.5000 6772 - CCO PREMIUM PLUS MONTHLY FEE 401000 $150.0000 DEPOSITORY SERVICES 501 - CHECK DEPOSITED-ON US 1-2000 100220 $0.0300 501 - CHECK DEPOSITED-ON US >2000 100220 $0.1200 513 - CHECK DEPOSITED-TRANSIT 1-11000 100224 $0.1000 513 - CHECK DEPOSITED-TRANSIT >11000 100224 $0.2000 28 of 98 SERIAL 15080-ITN 541 - CHECK IMAGE DEPOSITED - IDD PER ITEM 101320 $0.0500 548 - IDD MONTHLY MAINTENANCE FEE 101300 $5.0000 704 - DEPOSIT CORRECTION 100230 $5.0000 749 - CQD DEPOSITORY CREDIT 999999 $0.0000 1139 - SOFTWARE MAINTENANCE FEE 101300 $5.0000 1140 - IDD SCANNER EQUIPMENT 109999 $700.0000 1305 - CREDITS POSTED 010101 $0.3000 1382 - IDD IMPLEMENTATION FEE 101330 $0.0000 1385 - IDD PANINI 50/50 SCANNER 109999 $700.0000 1386 - WAIVE SCANNER 109999 $0.0000 1387 - EPSON CAPTURE ONE SCANNER 109999 $700.0000 1435 - RETURN ITEM 100400 $1.5000 1437 - RETURN MULTIPLE LOCATIONS 100430 $0.6000 ** 1438 - RETURN ALTERNATE ADDRESS 100401 $0.5000 1441 - RETURN FAX COPY 100415 $3.0000 1448 - RETURN DETAIL REPORTING 100411 $0.5000 1450 - RETURN ITEM REDEPOSIT 100402 $1.5000 1452 - RETURN - EMAIL NOTIFICATION 100419 $1.0000 DISBURSEMENT SERVICES 1321 - CHECK CASHING NON-ACCT HOLDER 150501 $2.0000 2285 - CHECK / DEBIT POSTED 010100 $0.0150 2320 - STOP PAYMENT - MANUAL 150420 $8.0000 2324 - STOP PAYMENT - ONLINE 150420 $25.0000 2325 - OFFICIAL CHECKS 150511 $1.0000 2338 - STOP PAYMENT AUTOMATIC RENEWAL 150510 $4.0000 PASS THROUGH 2360 - DELUXE 3RD PARTY PRINT SVCS 150810 CHARGE 3377 - IMAGE TRANSMISSION PER ITEM 150714 $0.0000 3378 - IMAGE TRANSMISSION PER TRANS 150711 $20.0000 ** 3495 - IMAGE STORAGE PER ITEM 151300 $0.0050 6618 - PWS CHECK INQUIRY MAINTENANCE 151710 $4.0000 6620 - PWS RECON REPORT/STMT MAINT 200306 $0.0000 6621 - PWS IMAGING MAINTENANCE 151350 $0.0000 6625 - PWS EXCEPTION NOTIF-ACCT 150721 $0.0000 6636 - PWS RPP EXCEPT REVIEW MAINT 150031 $20.0000 ** 6637 - PWS EXTENDED REPORT RETRIEVAL 999999 $0.0000 6638 - PWS REVERSE POSPAY EXCEPTIONS 999999 $0.0500 6639 - STOP PAYMENT - ELECTRONIC 150410 $1.2500 6645 - IMAGE RETRIEVAL PER RETRIEVE 151352 $1.0000 6646 - PWS IMAGE RETRIEVAL >91DAY 151352 $5.0000 FUNDS TRANSFER SERVICES 5445 - FW SURCHARGE POST 5PM RECEIPT 350531 $0.2100 5446 - FW SURCHARGE $10 MILLION+ D/C 350531 $0.1400 5822 - ELECTRONIC BOOK DEBIT S/T 350124 $1.2150 5824 - ELECTRONIC FED DEBIT S/T 350104 $2.0000 5825 - ELECTRONIC FED DEBIT REPAIR 350104 $11.0000 5826 - ELECTRONIC CHIP DEBIT S/T 350113 $8.5000 5842 - BANK INITIATED FED DEBIT 350202 $25.0000 29 of 98 SERIAL 15080-ITN 5845 - BANK INIT. ACC.DEBIT TRANSFER 350222 $50.0000 5882 - REPETITIVE INSTRUCTION STORAGE 350551 $0.0000 5883 - FED TRANSFER FEE 350531 $0.0000 5884 - CHIPS MESSAGE FEE 350532 $0.0000 5886 - BOOK CREDIT 350320 $1.0000 5887 - FED CREDIT S/T 350300 $2.0000 5888 - FED CREDIT REPAIR 350300 $9.5000 5889 - CHIPS CREDIT S/T 350310 $7.0000 5927 - MAIL DEBIT ADVICE 350412 $1.0000 5928 - MAIL CREDIT ADVICE 350412 $1.0000 5961 - DRAWDOWN FED DEBIT 350521 $16.0000 5972 - AUTOMATED PHONE INQUIRY 350560 $0.0000 6327 - INVESTIGATION ADVICE - ALL 359999 $0.0000 6404 - INV TRANSACTION-NOT CHARGED 359999 $0.0000 6408 - ADVICE - NOT CHARGE 999999 $0.0000 6415 - FIPIS COUNT 999999 $0.0000 INTERNATIONAL SERVICES 3941 - DEPOSITED CHECK - CANADIAN 609999 $4.5000 3943 - FOREIGN CHECK DEPOSIT(GROUP 1) 609999 $15.0000 3946 - FOREIGN CHECK DEPOSIT(GROUP 2) 609999 $15.0000 3947 - FOREIGN CHECK RETURN (CAD) 609999 $20.0000 INVESTMENT SERVICES 7841 - SEGR DEP SUB ACCT MAINT 010010 $0.0000 ** 7849 - INVESTMENT SWEEP - MAINT 450020 $175.0000 JPMORGAN ACCESS 3674 - JPMORGAN ACCESS FIXED CHARGE 400100 $1,500.0000 6040 - CLIENT MAINTENANCE 409999 $75.0000 6041 - ACCOUNT MAINTENANCE 409999 $9.0000 6043 - TRANS REPORTED - 45 DAY 409999 $0.0400 6044 - TRANS REPORTED - 90 DAY 409999 $0.0400 6053 - EXTENDED TRANSACTION DETAIL 409999 $0.0000 6075 - ACCESS ACCOUNT TRANSFER MAINT 400699 $0.0000 6076 - ACCT TRANSFER ITEM 400699 $1.0000 NETWORK LOCKBOX (WNLB) 6101 - WNLB LOCKBOX - MAINT 050001 $75.0000 ** 6102 - WNLB ADDITIONAL DAILY DEPOSIT 050302 $25.0000 6106 - WNLB WHOLESALE ITEM 050100 $0.2950 6114 - WNLB UNPROCESSABLE ITEM 050530 $0.3500 6115 - WNLB NO CHECK ITEM 05011M $0.2500 6116 - WNLB CHECK CLEARING 10021Z $0.0700 6120 - WNLB CASH PROCESSING 05013B $6.0000 6121 - WNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 ** 6124 - WNLB EMAIL/FAX DETAIL RPTG 050310 $0.0000 6126 - WNLB CHECK MICR CAPTURE 050121 $0.0150 30 of 98 SERIAL 15080-ITN 6127 - WNLB DATA CAPTURE 050126 $0.0085 6129 - WNLB DATA TRANSMISSION MAINT 050400 $100.0000 6130 - WNLB DATA TRANSMISSION ITEM 050401 $0.0060 ** 6133 - WNLB PAPER CHECK COPY 05011A $0.1000 ** 6134 - WNLB REASSOCIATE CHECK TO DOC 050115 $0.1000 6135 - WNLB PAPER DELIVERY PREP 05011L $0.1000 6136 - WNLB OUTGOING PACKAGE PREP 05041Z $5.0000 6138 - WNLB POSTAGE 050410 $0.2500 6139 - WNLB CLOSED LBX IMAGE VIEWING 050428 $0.0000 6140 - WNLB DOCUMENT IMAGE CAPTURE 05011R $0.0500 6143 - SNLB CLOSED LBX IMAGE VIEWING 050428 $20.0000 6144 - WNLB IMAGE TRANSMISSION MAINT 050420 $100.0000 6145 - WNLB IMAGE TRANSMISSION PAGE 050420 $0.0060 TO BE IDENTIFIED DURING 6154 - WNLB ADDITIONAL PROGRAMMING 050137 STATEMENT OF WORK 6158 - WNLB VIRTUAL MONTHLY MAINT 050030 $100.0000 6159 - WNLB VIRTUAL REMIT ITEM 050100 $0.5000 6160 - WNLB VIRTUAL REJECT (AUTO) 050530 $0.1500 6161 - WNLB VIRTUAL REJECT (MANUAL) 050530 $1.0000 6167 - WNLB >10 ACCEP PAY>5 UNACCEP 050131 $0.1000 6170 - WNLB GROUPS/SORTS-COMPLEX 050113 $0.2000 6171 - WNLB BALANCING 05011P $0.0500 6179 - WNLB REC EDGE MAINT-CHK/DOC 050424 $60.0000 6185 - WNLB EXTENDED IMAGE STORAGE 050424 $0.0050 6187 - WNLB LONG TERM STORAGE-CHECK 050600 $0.0200 6188 - WNLB LONG TERM STORAGE-B&W DOC 050600 $0.0400 6245 - WNLB DEPOSIT PREPARATION 050300 $0.7500 6280 - WNLB RETURN ITEM MAINTENANCE 059999 $15.0000 PAYSOURCE/PAYSTREAM 3608 - PAYSOURCE MTHLY MAINT (PER ID) 3000ZZ $100.0000 3622 - PAYSOURCE TRANSACTION FEE 309999 $0.1500 3630 - FMS FILE TRANSMISSION 300500 $7.5000 PREMIUM ASSESSMENT FEE 35 - PREMIUM ASSESSMENT FEE 000230 CURRENTLY 0.13% RECEIPTSTREAM/ENH REC SVCS 2629 - R$ EDI RPTG SUM REPORT 300524 $2.0000 2631 - EDI DETAIL REPORT-JPM ACCESS 300524 $2.0000 * 2642 - R$ EDI RCVNG MONTHLY MAINT 300010 $13.5000 2661 - R$ EDI FAX REPORT 300121 $2.5000 * 2669 - RECEIPTSTREAM SEGMENT FEE 300210 $0.0300 * 4211 - R$ FILE PROCESSING 300200 $10.0000 RECEIVABLES EDGE *** 6852 - DATA TRANS MAINTENANCE 050400 $150.0000 31 of 98 SERIAL 15080-ITN *** 6853 - DATA TRANSMISSION ITEM 050401 $0.0060 *** 6855 - IMAGE TRANSMISSION MAINTENANCE 050420 $200.0000 *** 6856 - IMAGE TRANSMISSION PAGE 050420 $0.0060 RECONCILIATION SERVICES 3205 - FULL RECONCILEMENT - PER ITEM 200110 $0.0200 3207 - FULL RECONCILEMENT - MAINT 200010 $15.0000 3209 - PARTIAL RECONCILEMENT - MAINT 200020 $10.0000 3210 - PARTIAL RECONCILIATION-PER ITM 200120 $0.0100 3228 - PAYEE NAME VERIFICATION 150122 $0.0300 3262 - POSITIVE PAY MAINTENANCE 150030 $0.0000 3263 - EXCEPTION ITEM 150300 $1.0000 3268 - POSITIVE PAY NO RECON - MAINT 150120 $8.0000 * 3269 - ISSUE INPUT WITHOUT RECON 200201 $1.0000 3270 - POS PAY WITHOUT RECON ITEMS 150120 $0.0000 3271 - ISSUE INPUT FILE WITH RECON 200201 $3.0000 3272 - CHECK EXCEPTION RETURN 150320 $10.0000 3291 - OUTPUT FILE 200301 $3.0000 3293 - EXCESSIVE ARP REJECTS 200210 $0.1500 3294 - DATA ENTRY - MANUAL 200210 $2.0000 ** 3322 - DEPOSIT RECON MAINTENANCE 100600 $60.0000 ** 3325 - DEPOSIT RECON ITEMS 100610 $0.1000 ** 3348 - ARP SHIPPING PREP FEE 1512ZZ $25.0000 3386 - IMAGE CAPTURE PER ITEM 151351 $0.0050 5159 - CORPORATE QUICK PAY PROGRAM 250000 $150.0000 MAINTENANCE 5160 - CORPORATE QUICK PAY PAYMENTS 250101 $0.2000 DECLINED/EXPIRED 5161 - CORPORATE QUICK PAY PAYMENTS 250101 $0.9000 ACCEPTED SCANNABLE LOCKBOX (SNLB) 6107 - SNLB SCANNABLE ITEM 050101 $0.1400 6108 - SNLB OCR DOCUMENT 050122 $0.0100 6141 - SNLB OCR DOC IMAGE CAPTURE 05011R $0.0500 6142 - SNLB SPECIAL IMAGE HANDLING 059999 $0.2000 6204 - SNLB DEPOSIT PREPARATION 050300 $0.7500 6206 - SNLB >10 ACCEP PAY >5 UNACCEP 050131 $0.1000 6209 - SNLB SORT - MANUAL 050113 $0.2000 6210 - SNLB BALANCING 05011P $0.0050 6218 - SNLB DOC IMAGE PRESENTMENT 050424 $100.0000 6225 - SNLB EXTENDED IMAGE STORAGE 050424 $0.0050 6227 - SNLB LONG TERM STORAGE-CHECK 050600 $0.0250 6228 - SNLB LONG TERM STORAGE-B&W DOC 050600 $0.0420 6246 - SNLB MAINTENANCE 050020 $200.0000 6247 - SNLB ADDITIONAL DEPOSITS 050302 $25.0000 6248 - SNLB PREMIUM PROCESSING 050136 $50.0000 6249 - SNLB ITEM - NON-SCANNABLE 050100 $0.1200 6250 - SNLB UNPROCESSABLE ITEM 050530 $0.3500 6251 - SNLB NO CHECK ITEM 05011M $0.1900 6252 - SNLB CHECK CLEARING 10021Z $0.0800 32 of 98 SERIAL 15080-ITN 6253 - SNLB INCOMING COURIER PACKAGE 059999 $8.0000 6254 - SNLB CASH PROCESSING 05013B $6.0000 6255 - SNLB CREDIT CARD AUTHORIZATION 05013A $1.5000 6258 - SNLB CHECK MICR CAPTURE 050121 $0.0150 6259 - SNLB DATA CAPTURE 050126 $0.0085 6262 - SNLB DATA TRANSMISSION MAINT 050400 $100.0000 6263 - SNLB DATA TRANSMISSION ITEM 050401 $0.0060 6266 - SNLB PAPER DELIVERY PREP 05011L $0.0500 6267 - SNLB PACKAGE PREP 05041Z $10.0000 6270 - SNLB DOCUMENT IMAGE CAPTURE 05011R $0.0500 6271 - SNLB IMAGE TRANSMISSION MAINT 050420 $30.0000 6272 - SNLB IMAGE TRANSMISSION PAGE 050420 $0.0060 6804 - SNLB SINGLE CHECK 050200 $0.1900 6806 - SNLB SINGLE DOCUMENT 050200 $0.0700 6807 - SNLB MULTI CHECK 050202 $0.2800 6809 - SNLB MULTI DOCUMENT 050202 $0.1000 TO BE IDENTIFIED DURING 6276 - SNLB ADDITIONAL PROGRAMMING 050800 STATEMENT OF WORK VAULT SERVICES 1310 - VAULT DEPOSIT 100100 $0.9500 1459 - VAULT DEPOSIT PER $1,000 10011Z $0.9500 1461 - VAULT DEPOSIT RECEIPT MAILERS 100154 $0.0000 1468 - VAULT EMAIL NOTIFICATION 100154 $0.5000 1475 - VAULT DEPOSIT ROLLED COIN 100110 $0.2000 1476 - VAULT ORDER COIN ROLLS 100144 $0.1000 1477 - VAULT ORDER - COIN ROLL BOX 100146 $0.0500 1495 - VAULT STANDARD ORDERS 100141 $2.0000 1497 - VAULT ORDER CURRENCY STD STRAP 10014A $0.1500 1498 - VAULT EXPEDITED SPECIAL ORDERS 100143 $25.0000 1499 - VAULT ORDER CURR NON STD STRAP 100148 $0.0100 1506 - VAULT DEP PARTIAL OR MIXED BAG 100111 $7.5000 1525 - VAULT DEPOSIT STD COIN BAG 100113 $2.0000 1545 - VAULT ACTIVITY REPORT FAXED 100199 $25.0000 1573 - VAULT ORDER SUPPLIES 1008ZZ $0.0000 1617 - VAULT DEPOSIT ADJUSTMENT 100501 $5.0000 1618 - VAULT DEPOSIT ADJUSTMENT NOTIF 100520 $5.0000 BANKING SERVICES SUPPLIES PASS THROUGH BLOOMBERG TERMINAL PASS THROUGH Services in red are those currently used by the County Treasurer Annotates services that are currently in use by Maricopa * County Public Fiduciary Annotates services that are currently in use by Maricopa County Special ** Health Care District Annotates services that are currently in use for Maricopa County Teller *** Express Branch Payments 33 of 98 SERIAL 15080-ITN We are disclosing additional service codes that could potentially be used by the County during the upcoming contract period. There could potentially be new services that have not been captured here. Depending upon volumes and processing options these fees could be further customized. 34 of 98 SERIAL 15080-ITN 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. 1.1 INTENT The Maricopa County Board of Deposits (Supervisors) and the Treasurer of Maricopa County (“Treasurer”) are requesting proposals from qualified banks 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.), only those corporations authorized to engage in the banking business, as set forth in A.R.S. § 6-201, are eligible to be considered for this award. 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 selected bank will meet the requirements of A.R.S. § 35-325(A), (B), and (C). In 2014, the Maricopa County Treasurer’s office embarked on a project seeking a system/solution to replace the 26 year old Treasurer’s Information System (TIS). The current TIS is utilized in carrying out responsibilities to manage cash for County departments, school districts and 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 ability to perform its principal duties of receiving, recording, safeguarding, investing, and disbursing cash of these entities. The awarded Servicing Bank shall acknowledge the Treasurer’s office system replacement and the potential impact a new system could have on current processes and interfaces. 2.0 SCOPE OF BANKING SERVICES The Treasurer will deposit cash and checks with the bank on a daily basis. The deposits represent tax payments or revenues to the County and/or any of its political subdivisions. Additionally, the Treasurer will deposit large United States Treasury, State of Arizona, or taxpayer checks with the bank 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: Amount of Annual Deposits: Approx. $10 Billion Number of Annual High Speed Warrants Processed: Approx. 750,000 Number of Annual Low Speed Warrants Processed: Approx. 12,000 Number of Annual Checks Processed: Approx. 18,000 Costs to the County for banking services are subject to the requirements of Arizona Revised Statutes. In the event that the contract differs from the applicable statutes, the statutes shall prevail. The County can continue to deposit cash and checks as it does with J.P. Morgan today. 35 of 98 SERIAL 15080-ITN For the County’s convenience, the bank offers a variety of check and cash deposit methods. For deposits of less than $10,000 in cash per day, you are able to make deposits at our local branches. When average deposits exceed Chase branch thresholds, you would continue to use our central vault services via armored courier. We also encourage the County to continue to use Image Deposit Direct (IDD) whenever possible as an efficient and economical deposit method, as well as other online electronic solutions, as applicable. Our various depository channels allow the County the flexibility of increasing in-house efficiencies while controlling costs and expediting the collection of funds – all with complete visibility. Contractor acknowledges costs to the County for banking services are subject to the requirements of Arizona Revised Statutes and agrees that in the event that the contract differs from the applicable statutes, the statutes shall prevail to the extent binding upon Contractor in its performance of services under the Contract. Please see Appendix 1 for our sample account and service terms and Appendix 2 for availability schedules. The following are cutoff times for same-day ledger credit on deposits: Branch and ATM Deposits ATM Deposits: Cutoff time for deposits received at ATMs is 9:00 p.m. MT. Deposit cutoff times are clearly posted at each ATM. Branch Deposits: Cutoff times for deposits received at branches may vary by location but typically are between 5:00 and 6:00 p.m. local time. Branch hours are subject to change and will be posted at each branch location. Branch Night Drop Deposits: The cutoff is 7:30 a.m. local time. 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. Check-Only Deposits Image Deposit Direct Desktop: 8:00 p.m. MT for same-day ledger credit and availability based on endpoint. Image Deposit Direct Mobile: 8:00 p.m. MT for same-day ledger credit and availability based on endpoint. Please note that Image Deposit Direct is discussed in detail in section 7.0 Electronic Deposits. Multicurrency Check Deposits Multicurrency deposits delivered via courier or U.S. mail to J.P. Morgan’s International & Domestic Collections operations in Houston by 2:30 p.m. CT (12:30 p.m. MT) receive same-day ledger credit. Vault Deposits The standard cutoff time for our Phoenix vault is 6:00 p.m. MT for cash-only, mixed and check-only deposits. If we receive your deposit prior to your established local cutoff time we can update your account with a provisional same-day ledger credit, allowing for the possibility of cash deposits to be converted into usable funds on the same day. The County’s selected armored courier will continue to deliver deposits to our Phoenix cash vault site, where they are processed and credited to your account by cash vault processing specialists using our state-of-the-art equipment. Your cash-only deposit transactions will post to your designated demand deposit account (DDA) with the deposit bag number and deposit ticket date. Verification of the cash occurs within 48 hours. 36 of 98 SERIAL 15080-ITN Should discrepancies arise, you can request a mailed advice on the day following verification. Email notification of adjustment information or access to our Web Currency Services portal to view account detail. Adjustments will also post electronically through our information reporting system, as well as on your bank statement. A cash credit or debit adjustment with the dollar amount, County number, original deposit amount, original deposit date, processing vault ID and adjustment reason will be included. 2.1 BANKING ACCOUNTS The Treasurer currently administers multiple accounts in addition to the servicing bank account. 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 analysis billing cycles. 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 Servicing Bank, no adjustments to the invoiced amount shall be made unless agreed upon by both parties. The County will continue to receive the bank’s premium managed earnings credit rate (ECR) with a floor of 0.50%. The floor will expire on June 30, 2019 and the rate will revert to the current premium managed rate. The Treasurer’s Office is currently setup on a six-month invoice period that allows you to carry any excess forward during this timeframe. Unused earnings credits will expire at the end of the six-month invoice period. Our ECR calculation is shown below. 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 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. Billing errors are thoroughly researched and appropriate corrections will be applied to your account. Any discrepancies on your statement should be brought to the attention of your local J.P. Morgan team as soon as possible for timely resolution. 2.1.1 Overdrafts Warrant clearing accounts (see sections 2.2.3; 2.2.4) 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. Under the County’s existing netting arrangement, 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 actually fall negative at the end of the day, the negative collected balance would be assessed a fee at the Prime rate. The formula for the negative collected balance fee follows. The overdraft rate is Prime +0.00%. Negative Collected Balance Fee Calculation (Negative Collected Balance x OD Rate) 360 days 37 of 98 SERIAL 15080-ITN 2.1.2 Warrant/Check Status Updates The Treasurer will electronically notify the servicing bank of any status changes before the warrant/check is presented. The servicing bank shall provide an online portal verifying real-time warrant/check status. The County can continue to submit files electronically, including void and delete notifications, as you do today. In addition to the daily image and data clearing files that you receive, the County can also use the Checks Paid Report, which is available through J.P. Morgan ACCESS Online (ACCESS Online). This report gives you a detailed view of transactions that have cleared. Report data is available for current-day, previous- day and date-range periods and includes sorting options and drilldown capabilities to view check images and additional transaction details. Additionally, you would continue to submit files electronically and make pay or return notifications through ACCESS Online as performed today. ACCESS Online also accommodates uploads and one-off entries, made at the County’s discretion based on circumstances on a given day. 2.1.3 Bank Balance Information 2.1.3.1 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 on and external accounts for which the Treasurer, Department of Finance, and other County departments require read-only access. ACCESS Online provides both prior-day and current-day information to the County. The Cash Position view displays current- or prior-day balances on the home page, and presents opening ledger, current ledger and current balance totals. Robust cash reporting tools allow you to create, customize and run up- to-the-minute reports. ACCESS Online is efficient, customized and accurate and performs the way the County works: Ability to customize the home page, providing all the needed information on one page. View, print, export, save and share without having to use paper unnecessarily. Sort, filter and search with the ability to view checks and deposit images 2.1.3.2 Bank balances shall be available by 5:00 a.m. of each business day via the electronic data system. Although established prior-day information reporting delivery throughout J.P. Morgan is 7:00 a.m. local time, as the County is aware, the data is routinely available earlier, meeting your requirements. Current- day reporting via direct transmission can also be set throughout the day at various times, at your discretion, should you be interested in establishing additional reporting feeds. 2.1.3.3 The Treasurer shall have the ability to transfer funds electronically between all of its internal accounts. J.P. Morgan can continue to accommodate the County’s request. The County’s authorized users can use ACCESS Online to enter transfers 24/7. Note that transactions after 9:00 p.m. MT are applied the following business day. Users can: 38 of 98 SERIAL 15080-ITN Move funds quickly and easily between accounts. Initiate free-form transfers. Build and reuse transfer templates. Access current-day and historical transactions. Create, save and reuse templates with the multiple entry features. Access historical information 2.1.3.4 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. (i.e. daily statements) Acknowledged several master reports form the foundation of the ACCESS Online centralized reporting capability. Each format can be customized to create reports tailored to specific needs. These include: ACCESS Online Reports Balance and Includes top-line balance and transaction summaries, detail transaction records Transactions 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 also sorting and drilldown capabilities to view additional transaction details. Checks Paid Detailed view of check transactions that have cleared through J.P. Morgan Report 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 Clearing House Exceptions (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 Report Detailed view of incoming and outgoing wire transactions by account or date for completed CHIPS, BOOK and FED payments. Payment and Provides both summary and detail reporting of payments and templates. Template Reports Can include payments sent, in-process or future-valued. Template reporting includes summary and detail reports of templates, either active or in-process. EDI Reports Provides detailed remittance and invoice information for electronic receivables or (Prior-Day Only) payments for a specific settlement date in Adobe PDF or ANSI X12 820. 2.1.4 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 5th 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. 39 of 98 SERIAL 15080-ITN The County will continue to receive electronic monthly statements for each account from J.P. Morgan, including external accounts. These reports provide a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. J.P. Morgan’s monthly account statements are available via secure Internet delivery using ACCESS Online, thereby providing the County with comprehensive reporting in the most timely and efficient manner. Electronic statements are available within two to three business days after the statement cutoff date. 2.2 WARRANTS PROCESSING The County uses two types of warrants: “High speed” and “Low speed”. 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. There are currently nine classifications of regular warrants: Classification Warrant Use 1 School Payroll 2 County Payroll 3 County Expense 4 School Expense 5 Unassigned 6 Jury/Assessor Expenses 7 School Payroll (20 Independent school districts) 8 School Expense (20 Independent school districts) 9 Special Districts 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. J.P. Morgan acknowledges and understands the warrant types and classifications listed above. 2.2.1 The Distinction between High Speed and Low Speed Warrants. 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. 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. The low speed warrants are reserved for only the accounts that issue very few warrants on a daily basis. J.P. Morgan agrees to the requirements listed in question 2.2.1 with pricing handled as it is today, and as listed in Exhibit A, Pricing. 2.2.2 High Speed Warrant Processing 40 of 98 SERIAL 15080-ITN 2.2.2.1 High Speed warrant numbers are currently nine digits in length with the first digit defining the classification of the warrant and the second digit the fiscal year of issue. County entities, schools and some special districts are assigned the remaining seven digits of the warrant number in ranges to insure segregation of disbursements. The County Treasurer controls the warrant ranges of these entities. See EXHIBIT 3 for examples of High Speed Warrants. J.P. Morgan understands this requirement and can continue to accept the current high- speed warrant formatting provided by the County as illustrated in Exhibit 3 of ITN. 2.2.2.2 The County, school districts and some special districts submit warrant issue files to the Treasurer’s office. The warrants must meet the warrant standards provided by the Treasurer’s Office, which include listing the assigned warrant type, fiscal year and individual range for each entity. 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 2.2.2.3. 2.2.2.3 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 decision these 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. Acknowledged the County can continue your current process of using our Internet-based positive pay service, available through ACCESS Online, to support daily positive pay requirements. A general overview is provided below for your convenience. ACCESS Online Positive Pay With positive pay, the County provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data is provided to the bank via file transmission, online upload or manually keyed into ACCESS Online. Daily checks presented are then systematically compared against the County’s positive pay check issue file. An exception report is generated the next business day identifying any mismatched or no-issue information on file items. The deadline for the County to transmit check issuance files to the bank is 8:45 p.m. MT. J.P. Morgan first reviews and scrubs the exceptions to verify that there are no mis-encoded items. A notification is emailed based on the County’s defined email groups at the beginning of the following business day. Authorized County users are provided the report of exceptions upon log in for pay/return decisioning. The exception items report provides both a front and back image of each item. The County also receives a daily data and image transmission of cleared items to facilitate the warrant approval process. Within ACCESS Online, authorized County users can simply click on the check number of each item to view front and back check images and can select the pay or return button for each item — or select the pay all or return all button — and then electronically submit the decisions to the bank. The County receives an online confirmation indicating the submission was successful. The confirmation can be saved electronically or printed for future reference. 41 of 98 SERIAL 15080-ITN To prevent check fraud, the County can view images of positive pay exception checks before authorizing payment. Figure 2 J.P. Morgan reviews positive pay accounts to detect the following exception situations: Paid-no-issue Invalid serial number Duplicate paid items Cancel/void prior to payment Maximum dollar (by request) Payee name does not match issue Minimum/maximum serial number (by request) Paid amount does not equal issue Stale-dated issue (by request) Payee Verification We also recommend the County continue to use positive pay payee verification, which provides an additional layer of fraud prevention protection against counterfeit checks. For payee verification, the County provides the bank with payee names in your check issue file transmission, online file upload, or manual entry on ACCESS Online. Payee name exceptions are conveniently delivered along with all other types of exceptions so the County can easily employ the most up-to- date fraud protection services. 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 also 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 are then sent to the County in the daily positive pay exception reporting for your decisioning. 42 of 98 SERIAL 15080-ITN Payee verification interrogates and detects altered payee line and any variable data field Traditional positive pay MICR verification (account, amount, serial number) Figure 3 2.2.2.4 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. 2.2.2.5 If a warrant is “registered,” only a computer-generated file is submitted to the bank for processing. The actual warrants or 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 will also need to return the warrant unpaid “refer to maker” through 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, the bank will not be able to extend additional credit to that district through the purchase of the registered warrant. 2.2.2.6 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 four 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. 43 of 98 SERIAL 15080-ITN 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, the bank will provide it according to Exhibit A, Pricing. 2.2.3 Low Speed Warrant Processing 2.2.3.1 Low speed warrants are issued by small special districts in Maricopa County. The Treasurer’s Office does not receive any 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. See EXHIBIT 4 for examples of Low Speed Warrants. The County can continue to review and approve the low speed warrants as done today. 2.2.3.2 Files containing the paid low speed warrants and corresponding images shall be transmitted electronically to the Treasurer daily, separate from the high speed 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. 2.2.3.3 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. 2.2.3.4 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. 2.2.3.5 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. 44 of 98 SERIAL 15080-ITN 2.2.3.6 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 complete reconciliation of outstanding and paid checks with the option of reconciling accounts by the week, month, fiscal or calendar year in 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). You choose 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 accounts, delivering a reconciliation report package via ACCESS Online. The standard full reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. The County can receive Account Reconciliation Reports via the Internet Figure 4 2.2.4 Credit Line 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 will be treated as an advance against the line of credit, and will 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 45 of 98 SERIAL 15080-ITN exceed the provisions contained in A.R.S #11-604.01. The following financial information is required annually (at minimum): Annual financial statement Current budget The County’s combined legal costs for outside counsel to prepare the warrant line documents will not exceed $10,000. This cost covers the County and all other entities. The borrowing rates, not to exceed the limits established by A.R.S. #11-601.01, are outlined below. Bank Qualified Borrowing Rate Daily Prime Rate x 0.61 Non-Bank Qualified Borrowing Rate Daily Prime Rate x 0.66 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. 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 if needed to avoid delays causing registration of warrants. The bank documents need to 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. The following financial information is required annually (at minimum): Annual financial statement Current budget The borrowing rates, not to exceed the limits established by A.R.S. #11-601.01, are outlined below. Bank Qualified Borrowing Rate Daily Prime Rate x 0.61 Non-Bank Qualified Borrowing Rate Daily Prime Rate x 0.66 J.P. Morgan will be unable to prepare tax forms related to interest costs incurred by the entities under this contract. 46 of 98 SERIAL 15080-ITN 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 line borrowing will be credited to the Treasurer’s Servicing account on the date the request is submitted. To support the Treasurer’s Office desire to migrate to electronic processing, we recommend that management of the warrant lines be done online through Chase Commercial Loans Online. There is no additional cost for this service and the County can make and review all payments, advances, and view statements directly through the portal www.chase.com/cbloansonline. 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 will be utilized to calculate the appropriate interest amount due. The interest will be calculated as follows: principle amount borrowed X the approved interest rate X number of days / 365. To support the Treasurer’s Office desire to migrate to electronic processing, we recommend that management of the warrant lines be done online through Chase Commercial Loans Online. There is no additional cost for this service and the County can make and review all payments, advances, and view statements directly through the portal www.chase.com/cbloansonline. The use of the line of credit under this paragraph will be accomplished and recorded electronically. Such information will be transmitted to the Treasurer in a format determined by the Treasurer. J.P. Morgan can continue to comply with this requirement and will transmit such information in a mutually agreed upon format 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. On July 1 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 1 to August 31 for these remaining balances. During this grace period, only the qualified or unqualified rates (as identified for each district) will be charged. Starting September 1, any amounts not paid from the prior year line of credit agreement will then bear an interest rate of 10% per annum until paid. No additional fees or charges will be assessed on these balances. We are willing to incorporate the two-month grace period into the documents governing the warrant line for those scenarios in which the State of Arizona delays funding to the various school districts. Unpaid credit line balances that are not related to State of Arizona funding delays will continue to earn an interest rate of 10% beginning on July 1 of each year. 47 of 98 SERIAL 15080-ITN Any additional amounts that are borrowed starting July 1 will 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 acknowledges this section and is comfortable that this approach falls within the operational requirements outlined in A.R.S #11-604.01. At no time will the repayment differ from A.R.S #11-604.01. 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 this section and is comfortable that this approach falls within the operational requirements outlined in A.R.S #11-604.01. At no time will the operations differ from A.R.S #11-604.01. 2.2.5 “Registered” Warrants 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 and). J.P. Morgan acknowledges this section. 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. J.P. Morgan acknowledges this section. 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 must 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. 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. 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. J.P. Morgan acknowledges this section. 48 of 98 SERIAL 15080-ITN 3.0 LOCKBOX SERVICES 3.1 Approximately 33% of the Treasurer’s property tax collections are remitted through lockbox processing. The Treasurer’s payment documents have been developed with a scanable/readable optical character recognition (OCR) information scan line that complies with industry standards for retail lock box and branch payment processing. See EXHIBIT 5 for example of remittance document, and EXHIBIT 6 for explanation of scan line. A record layout is also provided in EXHIBIT 7 for purposes of electronic transmission. J.P. Morgan understands the County’s lockbox process as described above and acknowledges Exhibits 5, 6 and 7 in the ITN. 3.2 Include all fees for the lockbox service with the ITN. A brief description of the lock box process along with the type of equipment the bank utilizes to process payments. Please see Exhibit A, Pricing, for all fees associated with lockbox services. Please note that J.P. Morgan wholly owns our lockbox processes and equipment. A brief description of the lockbox process and equipment types is provided below. As the County is very familiar with our lockbox processes, a snapshot of the workflow process and equipment used are provided below for your convenience. Lockbox Process Our Phoenix lockbox site operates 15 hours a day, Monday through Friday, and 13 hours a day Saturday and Sunday. J.P. Morgan Wholesale Lockbox Workflow Figure 5 49 of 98 SERIAL 15080-ITN J.P. Morgan Wholesale Scannable Lockbox Workflow Figure 6 Equipment Types J.P. Morgan employs the following equipment types in our lockbox processing service. Equipment Equipment Image How it Works Similar Vendor Models and Type IBML Extracted batches containing material, or OPEX ImageTrac checks and material are placed on the 3690/7200 hopper. The operator selects a job based on the type of work being scanned. When the batches are fed down the track, check/material batches are sorted to different pockets. NCR iTran Extracted Check Only, Scannable, Scannable With batches are scanned for Pass1 and Pass2 (if required). The operator must select the correct function (iTran Pass1/Pass1 for Check Only) and Batch/Sub Mode if required. 50 of 98 SERIAL 15080-ITN Equipment Equipment Image How it Works Similar Vendor Models and Type OPEX 7200 Connected to a rapid extraction desk, the OPEX 3690, mail is presented to the operator opened, IBML the contents extracted and placed on the conveyor and imaged. The checks and material sorts to separated bins. OPEX 150 High volume accounts are placed in the hopper. The contents are extracted from the envelope and sorted into a bin based on predefined parameters. Volume consists of high number of single check single coupon transactions. MS Used for Pass1, for check only accounts, MTS Software the checks are extracted then placed on Software - CTS LS- the hopper. TS300 515 For full page and scannable with batches, each transaction must be separated by a TST. 3.3 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 TIFF 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. J.P. Morgan understands the requirements above. The County can continue to receive images in a format that allows the Treasurer to relate each payment transaction with the appropriate image of the check and supporting documents using Host-to-Host Receivables and Advising Reports, allowing the images to be read and stored in your imaging system. 3.4 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. The operating departments of J.P. Morgan have established standards that are tracked and reported monthly; these standards encompass the timely and accurate delivery of service. We also have adopted the Six Sigma methodology and discipline around our process improvement initiatives and performance. 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. 51 of 98 SERIAL 15080-ITN At a minimum, we 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 would 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, Mary Lundell, and relationship manager, Jeffrey Sundheimer, will work with you to determine what action may be appropriate. The County’s dedicated client service professional, Tonique Smith, will continue as the lead contact for your lockbox inquiries and related service matters. Tonique will continue to collaborate with our local lockbox partners, who are in essence an extension of the County and are extremely familiar with the your requirements, in an effort to make certain the County’s needs are expediently met. Additionally, your local relationship team and local product specialists will remain involved in issue resolution, processing updates, new solutioning and proactively addressing your ongoing requirements. Tonique is supported by a dedicated backup familiar already to the County, Rachelle Combs, as well as a local team lead and several other local teammates who are also familiar to the County. 3.5 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. J.P. Morgan acknowledges this request and will comply in accordance with the Contract pursuant to ITN sections 6.5 Inspection of Services and 6.23 Access to and Retention of Records for the Purpose of Audit and/or Other Review. 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. J.P. Morgan Audit uses a risk-based audit approach designed to help ensure an appropriate mix of audit coverage focused on key risks and controls of each business. Auditing of the technology controls is performed either through Information Technology (IT) stand-alone audits of specific applications, IT processes, 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. 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 onsite meetings within lockbox to help ensure procedures are diligently updated and that we are meeting our mutually agreed upon requirements. 3.6 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 third party provider. 52 of 98 SERIAL 15080-ITN 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. 3.7 In an effort to maximize revenue, the Treasurer requests a price estimate for the imaging of envelopes processed through the successful Proposer’s lockbox operations. The Treasurer is also open to any suggestions the Proposer may have regarding maximizing revenue. Please see Exhibit A, Pricing, for costs associated with lockbox processing. Scannable lockbox imaging of envelopes is captured in service code 6142, presently set at $0.20 per item in Exhibit A, utilized by Animal Care and Control. For wholesale lockbox, the fees for envelope image capture are part of the document image service code 6140 “WNLB document image capture” at $0.05 per image. On an ongoing basis, the County’s relationship team will review existing processes to make certain you are apprised of alternative and cost-efficient solutions as new technology and additional enhancements become available under our receivables umbrella. In our value-add section of this proposal response, we have provided an overview of our e-payables online solution, Pay Connexion, which provides for the collection of payments via our fully hosted online tool. Pay Connexion integrates with and complements our lockbox process. Conversations have also been taking place with Maricopa County Animal Care and Control (MCACC) to pursue our Virtual Remit solution as phase two of our lockbox project to eliminate high volume paper and leverage the lockbox archive. There is also a potential opportunity to further pursue an Image Cash Letter (ICL) option for a portion of the receivables. Your relationship team stands ready to continue these conversations and conduct a scoping session with the County to further explore the benefit of these options. 3.8 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. 3.9 In addition to the Treasurer’s office, Maricopa County Animal Care and Control (MCACC) also utilize lockbox services. MCACC currently has two (2) 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. J.P. Morgan understands that, in addition to the Treasurer’s Office, MCACC also utilizes lockbox services and that MCACC currently has two Post Office boxes that must be retained for all lockbox work. We can continue to pick up all mail in the morning (see pick-up schedule below), sort, scan/key and image all items received that day (please see Ledger Cutoff Time and Latest U.S. Postal Service Mail Pick Up subsections below). Mail Pick-Up Schedule Because the mail pick-up process is under the direct control of the lockbox production staff, J.P. Morgan can control and modify our schedule to meet changes in the U.S. Postal Service’s drop schedules. Our processing sites are frequently monitored to help validate an optimal pick-up schedule based on incoming mail patterns, volume and internal processing requirements. Below are the pick-up schedules for wholesale lockbox mail. All times are local. 53 of 98 SERIAL 15080-ITN Phoenix Monday through Friday Saturday Sunday 4:00 a.m. 4:00 a.m. 4:00 a.m. 6:00 a.m. 6:00 a.m. 6:00 a.m. 9:30 a.m. 9:30 a.m. 9:30 a.m. 10:30 a.m. (Tucson) Ledger Cutoff Time The end-of-day general ledger cutoff time for lockbox deposits processed at any of our network sites is 4:00 p.m. local time. Remittances processed and deposited on the weekend are posted for ledger credit the next business day. J.P. Morgan’s processing schedule is aligned with Federal Reserve holidays. Latest U.S. Postal Service Mail Pick Up Items that are available for processing by 12:00 p.m. local time (at the processing site) on a banking day are eligible for same-day deposit. The last mail pickup time to be eligible for same-day processing is approximately 6:00 a.m. local time at each site. Mail picked up after that time may not be available for processing until the next banking day. Courier/Messenger Packages Any courier or messenger package delivered to domestic lockbox sites by 12:00 p.m. local time will be deposited for same-day ledger credit, assuming you have no conflicting deposit or information reporting deadlines. A minimum of four hours between courier/messenger package receipt and your deposit-reporting deadline is required. A minimum of four hours is required when manually data keyed information (e.g., invoice number, remitter name) is to be included in the scheduled report. J.P. Morgan may not be able to process all items for same-day ledger if the data capture volume received by courier package exceeds 10,000 keystrokes. J.P. Morgan may not be able to process all items for same-day ledger if there are more than 75 payments in a single courier/messenger package. 3.10 The successful Proposer shall maintain six (6) 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 unique and complex requirements presently 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. We also stand ready to continue our Virtual Remit conversations with MCACC to assist in the elimination of burdensome paper, as well as eliminating retrieval and storage expenses. 3.11 All MCACC work must be completed and files transmitted by 6:00PM Arizona time. See EXHIBIT 8 and EXHIBIT 9 for an example of the Retail and Wholesale text file layouts. J.P. Morgan understands that all MCACC work must be completed and files transmitted by 6:00 p.m. MT. We have reviewed and acknowledge Exhibits 8 and 9. The data transmission time is dependent on check and invoice volume, as well as the complexity and amount of required data entry. 54 of 98 SERIAL 15080-ITN J.P. Morgan can: Generally transmit by 4:00 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 p.m. MT at a pre- designated, mutually agreed-upon time. We generally require a two-hour transmission window. 3.12 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. 3.13 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. 4.0 TECHNOLOGICAL REQUIREMENTS 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 directly with the Treasurer’s information technology systems. Information to be exchanged includes, but is not limited to, property tax payments (lockbox, branch), images, warrants, deposits, account balances and other detailed information for investments and recordkeeping. See EXHIBIT 10 for a description of the Treasurer’s computer environment. 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. We have reviewed and acknowledge Exhibit 10 in ITN. 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 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 login to the online platform. The bank makes advance notice available in the Important Messages broadcasts and Alerts feature of the platform, including specific details and benefits 55 of 98 SERIAL 15080-ITN 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. Eastern Time. J.P. Morgan does not charge clients for upgrades. 5.0 BUSINESS ACTIVITY SERVICES The bank shall also provide the following services: 5.1 A daily courier service, as needed, but not to exceed two (2) 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 Dunbar. 5.2 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. There is a daily lockbox exchange between the County and the bank, which will continue as today. 5.3 Cashier’s checks, drafts, domestic and foreign payment orders upon request. J.P. Morgan can continue to provide cashier’s checks, drafts, and domestic and foreign payment orders via wire, upon request. 5.4 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, Tonique Smith, will continue to serve as your point of contact for all research and adjustment requests. Tonique will work with the appropriate operational partners to make sure your request and/or adjustment is handled in a timely and accurate manner. In addition, she has the authority to escalate whenever necessary to make sure that issue resolution occurs to your satisfaction. Tonique will review the situation and priority of your request and then provide you with an estimated time to resolve the problem. In rare cases, when resolution is not immediate, you will be provided with status updates at your desired frequency until resolution. 5.5 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 14.2 (9) and (10)). To support the Treasurer’s Office desire to migrate to electronic processing, we have confirmed with Harland Clarke that they can establish an online portal for ordering warrants, checks and related supplies for your office. Invoices would 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, Tonique Smith. 56 of 98 SERIAL 15080-ITN 5.6 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. J.P. Morgan will continue to accommodate the County’s requirements for deposit reconciliation as stated above. 5.7 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. Please list any additional charges 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 J.P. Morgan’s branch collection scanned at the teller line are converted to images and data. This services support the shift from solution accelerates availability, increases the accuracy level and traditional collection methods to minimizes the number of unprocessable transactions. electronic payment channels. 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. 57 of 98 SERIAL 15080-ITN Sample Teller Receipt Figure 7 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 unprocessable 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. At this time, J.P. Morgan does not anticipate discontinuing our service of accepting County tax payments at Arizona branches if we are awarded the contract. 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. 5.8 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 Servicing Bank to 58 of 98 SERIAL 15080-ITN 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. These services are described below. ACH eLockbox As a long-time user of this solution, the County is familiar with the benefits of eLockbox — our electronic payments collection product for bill payments generated by online banking and other online bill payment services. Payments are made by constituents, corporations and government entities to the County (the Biller). Bill payments are consolidated and credited as a single deposit to the County’s account, with the payment data provided in a transmission that can be integrated into your ERP or treasury workstation. 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. Each bill pay originator has service terms that, in some cases, include the acceptance of debit entries for return items resulting in an aggregate debit posting to your J.P. Morgan account. In other cases, return items can be funded as a credit initiated by the County (in lieu of a debit entry to your J.P. Morgan account) to the constituent’s financial institution. We will work with you to determine what impacts, if any, are incurred and a strategy for mitigating risk posed by accepting debit entries within an eLockbox environment. The consolidation of payments and payment data is driven from several sources including: Consumer online banking bill payment services. Corporate payments. Government payments. Military allotments. ACH eLockbox: How it Works Figure 8 Step 1: The County sends your constituent a bill or invoice. The constituent goes online to make a payment via online banking or online bill payment service, replacing the usual process of mailing a check and remittance coupon back to you for payment. Step 2: Bill payment service providers process the payment by debiting the constituent’s bank account and routing the electronic payment to the County via their preferred electronic payment network (e.g., MasterCard RPPS, ACH, etc.). 59 of 98 SERIAL 15080-ITN Step 3: J.P. Morgan receives payment data and funding from the various payment networks and consolidates the information into the ACH eLockbox system. Remittance data is consolidated and formatted into the County’s desired format. Step 4: Data is routed directly to the County or included in the consolidated receivables file transmission. Upon receipt, you post the payment to your billing system. We credit the funds to your J.P. Morgan account on the same day the remittance data is delivered, except that if an intraday payment file is provided to you, funds will be credited on the following banking day. J.P. Morgan offers many customizable options and value-added services for ACH eLockbox that increases your receivables processing efficiency and improves straight-through processing: Aggregate and direct payments to the eLockbox consolidation stream. View and repair incoming payments using J.P. Morgan’s online Transaction Repair service. Receive a format compatible with the County’s in-house system. Consolidate payments within other J.P. Morgan product sets, including lockbox. ACH eLockbox provide a range of benefits, including: Consolidates straight-through processing of consumer, business or federal government initiated payments. Lowers overall cost associated with payment processing and application. Streamlines receivables process by incorporating electronic remittances and outsourcing the remittance reporting translation function. Accelerates funds availability by reducing mail, processing and check clearing float. Offers upfront editing and data validation that improves the number of accurate remittances and valid customer account numbers, and expedites exception handling; our optional Transaction Repair service further expedites the exception handling process. ACH eLockbox Transaction Repair Transaction Repair, now optionally available through ACCESS Online, streamlines the exception process, which allows the County to review and repair exception items online for faster posting and to assist you in addressing some of the challenges surrounding incorrect parcel account payments. Act upon and validate payments from your customers to accept incoming CIE, CCD, CCD+, CTX, WEB, TEL, PPD and PPD+ transactions. Automatically receive and review transactions that do not meet your edit/validation instructions and correct these transactions securely online. When we have received your online corrections by the established cutoff time, we will remit the corresponding payments to you in your designated eLockbox posting file that same day. Greatly reduce future exceptions with our Auto Repair feature, whereby any repairs you make will be automatically applied to any future incoming items with that same erroneous information. 60 of 98 SERIAL 15080-ITN ACH eLockbox Transaction Review: How it Works Figure 9 5.9 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. J.P. Morgan will continue to contract with Bloomberg LP to provide “Bloomberg Professional Service” with the terminal located in the Treasurer’s Office through June 30, 2019. The County is required to execute a new Request for Payment of Vendor Services Agreement to cover the contract period between July 1, 2016 and June 30, 2019. Costs for this service will continue to be charged through monthly account analysis. We will work closely with the County to find a mutually agreeable alternative for providing Bloomberg services before June 30, 2019. J.P. Morgan does not anticipate discontinuing our ability to contract with Bloomberg prior to June 30, 2019. As long as that service remains available, such service will be provided with the existing functionality. We will provide advance notice to the County if we discontinue contracting with Bloomberg during the contract period. 5.10 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. Please provide a detailed explanation of the information available and support available to better identify the nature of these deposits. Please 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 (formerly known as ReceiptStream); a sample BAI2 report is also provided below for the County’s convenience. 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 are able to pass it through human readable format under these reporting conditions. It would be beneficial for the County and your relationship team to revisit EDI options and your consideration of the possible use of an EDI translator for your high volume trading as you evolve 61 of 98 SERIAL 15080-ITN into a more automated environment. While banks traditionally do not provide EDI translation software, there are a number of EDI vendors who offer this service. J.P. Morgan would work with the County and your EDI provider to scope and test your needs in a project management environment to make certain your specific goals and requirements are met for the pass-through of this data into your system. Please see Exhibit A, Pricing, for costs associated with reporting. Sample Host-to-Host Direct Transmission BAI2 Prior-Day Report 01,021000021,H1234567 DT,130710,0920,3,,,2/ 02,H1234567 DT,021000021,1,130709,0920,,2/ 03,999999999999999,USD,010,5806693,,,015,3236371,,,040,3236371,,/ 88,043,104769357,,,045,3236371,,,050,8999340,,,055,121202066,,,063,0,,,072,0,,/ 88,073,0,,,074,0,,,075,0,,,100,0,0,,400,2570322,11,,470,2570322,11,/ 16,475,2077335,V,071105,1234,809070558322,0000000006512/ 88,CHECK NO=0000000001234 AVAIL: 2077335 1DAY: 0 2+PLUS: 0 16,475,345900,0,8870236994,0000000001235/ 88,CHECK NO=0000000001235 16,475,63153,0,8670188879,0000000001236/ 88,CHECK NO=0000000001236 16,475,26670,0,8870436103,0000000001237/ 88,CHECK NO=0000000001237 16,475,22767,0,8870254898,0000000001238/ 88,CHECK NO=0000000001238 16,475,16185,V,071105,2234,808870810884,0000000001239/ 88,CHECK NO=0000000001239 AVAIL: 16185 1DAY: 0 2+PLUS: 0 16,475,6749,0,8870226548,0000000001240/ 88,CHECK NO=0000000001240 16,475,5150,0,8370025365,0000000001241/ 88,CHECK NO=0000000001241 16,475,3585,0,8870272351,0000000001242/ 88,CHECK NO=0000000001242 16,475,2740,0,8870112719,0000000001243/ 88,CHECK NO=0000000001243 16,475,088,V,071105,2234,808670817281,0000000001244/ 88,CHECK NO=0000000001244 AVAIL: 88 1DAY: 0 2+PLUS: 0 49,258197535,26/ 03,999999999999998,USD,010,0,,,015,0,,,040,0,,,043,0,,,045,0,,,050,0,,/ 88,055,-32285,,,063,0,,,072,0,,,073,0,,,074,0,,,075,0,,,100,120137111,7,/ 88,110,119477921,3,,167,319864,1,,250,329326,2,,356,10000,1,,390,0,11,/ 88,400,120137111,4,,550,476131,3,,570,119660980,1,/ 16,115,66717093,S,394993,37593200,28728900,0101852310LB,00001/ 88,REMARK=LOCKBOX NO: 00001 FOR 3000 ITEMS AT 15:00 7 TRN: 0101852310LB 16,115,31995221,S,1874721,28661400,1459100,0101850310LB,00002/ 88,REMARK=LOCKBOX NO: 00002 FOR 1843 ITEMS AT 03:00 7 TRN: 0101850310LB 16,115,20765607,S,936907,16486700,3342000,0101851310LB,00001/ 88,REMARK=LOCKBOX NO: 00001 FOR 1170 ITEMS AT 09:30 7 TRN: 0101851310LB 16,166,319864,S,319864,0,0,3090792015TC,/ 88,ORIG CO NAME=COMPANY ABC,ORIG ID=9200602101,DESC DATE=OFFSET,ENTRY DESCR=E-CHK, 88,ENTRY CLASS=CCD,TRACE NO=021000020792015,ENTRY DATE=071106,IND ID NO=9200602 88,101,IND NAME=EFT FILE NAME: FTO1L2,COMPANY DATA=000001 FTO1L2,REMARK=EFT/ACH 88, CREATED OFFSET FOR ORIGIN#:9200602101 CO EFF DATE: 07/11/06 16,266,248323,S,248323,0,0,,/ 88,REMARK=REDEPOSIT CHECK CRED 000002 88, # OF ITEMS00009 62 of 98 SERIAL 15080-ITN 16,266,81003,S,81003,0,0,,/ 88,REMARK=REDEPOSIT CHECK CRED 000003 88, # OF ITEMS00002 16,357,10000,S,10000,0,0,,000001/ 88,REMARK=RESEARCH ADJ 3693-06NOV07 CREDIT FOR AN ENCODING ERROR POSTED ON 10/ 88,15/07. AN ITEM FOR $131.47, DEPOSITED TO YOUR ACCOUNT $31.47. OUR CASE #3693 88,-06NOV07. CHECK #1234 . STORE #54321. LOCKBOX #000001. 16,397,0,S,-47500,0,47500,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-46100,0,46100,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-35800,0,35800,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-33400,0,33400,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-31300,0,31300,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-29100,0,29100,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-25000,0,25000,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-25000,0,25000,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-16500,0,16500,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-13200,0,13200,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-26000,0,26000,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,555,248323,0,,/ 88,REMARK=REDEPOSIT CHECK RTRN 654321 88, # OF ITEMS00009 16,555,146805,0,,/ 88,REMARK=DEPOSITED ITEM RETURNED 765432 88, # OF ITEMS00004 16,555,81003,0,,/ 88,REMARK=REDEPOSIT CHECK RTRN 876543 88, # OF ITEMS00002 16,575,119660980,0,0074970780XF,/ 88,REMARK=AUTOMATIC DOLLAR TRANSFER TO ACCOUNT 000000099999999 TRN: 0074970780X 88,F AVAIL: 236261180 1DAY: -82741300 2+PLUS: -33858900 49,720790381,60/ 03,999999999999997,USD,010,5252958712,,,015,4204059523,,,040,4071751223,,/ 88,043,559252430,,,045,139690323,,,050,700792506,,,055,3072032144,,/ 88,063,4064379200,,,072,3932060900,,,073,10000,,,074,132318300,,,075,7710700,,/ 88,100,3756208011,8,,170,3756205551,7,,210,2460,1,,390,0,4,,400,4805107200,2,/ 88,490,4805100000,1,,690,7200,1,/ 16,175,1170771703,S,21208383,,36325635,9170666316,109640,/ 16,175,906664455,S,46240474,876543211,29962441,9170672260,109650,/ 16,175,878109884,S,29872775,987654322,31491148,9170669068,109620,/ 16,175,610288719,S,9414304,897654321,7729330,9170671384,109600,/ 16,175,153152240,S,26338675,987655432,3921759,9170668464,109660,/ 16,175,37195600,S,4215000,12345678,509825,9170671796,109590,/ 16,175,22950,S,0,5850,17100,987654321,109610,/ 16,214,2460,S,2460,0,0,,/ 88,REMARK=Intl Coll L32497 B520484 I230 FX ADJUST FAMT633.76 REFTRAN 11/05/07 16,397,0,S,-77800,77800,0,,/ 63 of 98 SERIAL 15080-ITN 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-25800,25800,0,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-5000,5000,0,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,397,0,S,-2400,0,2400,,/ 88,REMARK=FLOAT ADJUSTMENT INCREASE 16,495,4805100000,0,0452600310FE,0452600310FE/ 88,YOUR REF=12345678910A,PAID TO=DF-JPMORGAN CHASE GOVT PROC CHICAGO IL,B/O CUS 88,TOMER=BANKTWO STATE OF NEW YORK,ACCT PARTY=/99999999 BANKTWO STATE OF NEW 88,YORK,REMARK=DR AC 999999999 CR FNB AC BANKTWO CR 88888888 ATTN POSITION MGMT 88,,REC GFP=11062125 16,699,7200,0,,304186015/ 88,REMARK=RESEARCH ADJ 2260-17SEP07 DEBIT FOR $72.00 FOR A LISTING ERROR IN YO 88,UR DEPOSIT OF 09/14/07. OUR CASE #2260-17SEP07. AN ITEM FOR $125,111.75, WAS 88, LISTED AS $125,183.75. STORE #777777777. DEPOSIT TOTAL $7749148 88,.81. BUNDLE TOTAL $125183.75. 49,51820961594,33/ 98,52799949510,3,121/ 99,52799949510,1,123/ Figure 10 6.0 WIRE TRANSACTIONS 6.1 The bank shall provide online access for all outgoing wire transfers. (Fed wires, ACH, 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. Wire and ACH initiation methods are detailed for your convenience below. Wire Initiation The County currently has the capability to initiate wires via ACCESS Online or through Host-to-Host Payments (formerly known as PaySource) for mixed payment files. You can continue to conveniently use these channels, as appropriate, to accommodate individual requirements of each County entity. Host-to-Host Payments enables multiple input channels from your individual entities via a single conduit into the bank, thereby leveraging connectivity across the County enterprise — which ultimately reduces your transmission expense. This also allows you to easily add additional payment types without having to establish a new connection each time a new disbursement application and transmission is required. Further definition is provided below. Initiation via CPU (File Transmission) — Host-to-Host Payments (formerly PaySource) With a transmission using Host-to-Host Payments, J.P. Morgan’s disbursement outsourcing solution, the County can continue to streamline operations and reduce expense by transferring many of the tasks involved in payment initiation and reconcilement to the bank. Electronic links have been established between the County’s Enterprise Resource Planning (ERP) system and the bank, which enables sending formatted payment files containing wire, ACH, foreign exchange and paper check instructions to J.P. Morgan for routing and execution. The bank 64 of 98 SERIAL 15080-ITN supports a number of translation formats including EDI ASC ANSI X12, UN/EDIFACT, SAP IDoc, ISO20022, and proprietary J.P. Morgan formats. The County presently uses a global flat file (GFF) format. Initiation via the Internet — ACCESS Online With just a few clicks, the County can make wire transfers, ACH and foreign exchange transactions. It is fully customizable which means you can create your own filters and views for ease in reviewing payments. It also supports recurring payments via templates wherein locked fields allow for added security. ACCESS Online was designed based on customer feedback ACCESS Online Benefits so that all capabilities are in sync with the daily activities of Streamline Your Workflow: Manage all treasury managers. All payment methods, i.e., wires, book transactions within one place. transfers, drafts, U.S. account transfer and ACH, are all Make Recurring Payments: Manage accessible from a single location and use a consistent, user recurring payments using customizable friendly work stream. templates. View Balances while Making Payments: Critical information is at your fingertips. Wire Transfer Initiation via ACCESS Online Rely on Powerful Security: Robust ACCESS Online offer a complete range of funds transfer security protocols designed to help services supporting U.S. dollar and multicurrency payments, protect your privacy, preserve data authenticity and maintain strong using both predefined (repetitive) templates and free-form operational controls. formats: The County establishes user entitlements. Your security administrators can authorize users to add, modify, delete, approve and/or release wire transactions, as well as add, modify, delete, approve and activate predefined templates. A J.P. Morgan client confirmation number is provided immediately upon release to the funds transfer processing platform. Confirmation codes are accessible using cash reporting features. Wires (Fedwire and CHIPS), book transfers, checks, account transfers, U.S. drawdown transaction initiations are supported. Future-date capability is available, supporting 365 calendar days for same-currency wires initiated from U.S. and non-U.S. accounts. Multi-bank payments wherein you can initiate Wires from non-J.P. Morgan accounts. Templates ACCESS Online provides for a common set of intuitive templates for every payment method. For example, the County can easily create beneficiary templates with lockable and editable fields to set up recurring/repetitive payments. Using the upgraded version of ACCESS Online, there are many ways for County users to customize their experience. ACCESS Online views can be configured with flexible sorting and filtering options to display only the features you use — in the order you prefer. 65 of 98 SERIAL 15080-ITN Sample Payment Initiation Page Figure 11 ACH Initiation Based on the County’s operational requirements, J.P. Morgan recommends: Continuing to leverage Host-to-Host Payments (formerly PaySource) for future, mixed payment files (e.g., single input with ACH, wires and/or check output). Secure file transfer protocol (SFTP) transmission method for large batch origination. ACCESS Online for lower volume transaction files. Originating Large Volume Transactions through Batch File Transmissions Using any one of industry standard NACHA file formats (e.g., ARC, CCD or PPD), the County sends the file to J.P. Morgan through a common protocol, such as secure file transfer protocol (SFTP). The transmission is encrypted and sent to J.P. Morgan for final ACH processing. Regular commercial payments to vendors can be submitted on the business day prior to the value date. The County’s ACH payments also can be warehoused for up to 90 days in advance of the value date for direct. Once received, J.P. Morgan’s ACH system helps bolster data integrity and file edit checks to identify potential duplicate files. The bank provides a transaction journal within two hours of receipt of ACH file initiation transmission, including item count and dollar amount. J.P. Morgan will maintain an Internet-facing SFTP server and will create a “drop box” directory on the server for the County. The server will be mirrored for disaster recovery. The County will be issued a logon and password, giving the County access to the directory. For inbound data, the County can push files to the directory. You are responsible for initiating the SFTP session to push and pull data files. 66 of 98 SERIAL 15080-ITN J.P. Morgan offers a file delivery solution that enables the County to send and receive ACH files using SSL session encryption, browser-based file exchange (HTTPS) SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). These delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation. Additional file transfer solutions, such as VAN (virtual area network) and VPN (virtual private network), are supported. The bank recommends that large batch files containing any consumer credits be submitted at least two business days prior to the settlement date. ACCESS Online for Lower Volume Payments J.P. Morgan recommends that the County use ACCESS Online for lower volume and manual entry ACH payments. In addition to initiating payroll, this service also facilitates disbursements and concentration. Templates: ACCESS Online uses a common set of intuitive templates for every payment method. For example, the County can easily create beneficiary templates with lockable and editable fields to set up recurring payments. Alerts: Define, manage and view messages from anywhere in the ACCESS Online platform. Choose to be alerted to transactions pending approval or see templates that have been modified. Receive alerts via email or the Alerts inbox — or use both. ACH Initiation: The County can create templates to support a complete menu of U.S. ACH transactions, with all template information stored securely with J.P. Morgan: Consumer payments Cash concentration Consumer collections Cash disbursement Payroll payments Federal, state and municipal tax payments Corporate/vendor payments Child support payments Corporate/vendor collections Fund other J.P. Morgan accounts on a same-day basis Transactions based on templates or entered in free-form mode are created by the County, then batched, approved and released for processing. ACH files generated through ACCESS Online are retrieved and processed several times each business day for next-day processing. For non- repetitive payment, free form ACH payments also can be created without the need to establish a stored template. ACH files generated through ACCESS Online are delivered for processing nine times each business day, Monday through Friday. ACH NACHA File Import: This automated interface for easy upload of NACHA-formatted files offers the County: Future-dated warehousing of up to 60 calendar days. Ability to create settlement offset at transaction level or batch level. Next-day settlement option for transfers to/from J.P. Morgan accounts. Option to create addendum record for all payments. 67 of 98 SERIAL 15080-ITN Same-Day ACH as an Alternative to Wire Transfers J.P. Morgan is highly engaged with NACHA and the ACH industry. Together with The Clearing House and other key NACHA members, J.P. Morgan worked to design, develop and champion the recently approved same-day ACH rule change. Same-day ACH will be implemented in a multi-year, phased approach over 18 months beginning in late 2016. The rule change mandates same-day ACH for receiving financial institutions. Origination of same-day ACH transactions is optional. J.P. Morgan will support origination of same-day ACH for all clients at the time the new rule goes into effect. J.P. Morgan ACH originators will automatically be enabled to initiate same-day transactions by using the Effective Entry Date within the batch header record on the ACH File; an opt-out process will be available for clients who do not want same-day processing. Transactions above $25,000 and IAT (cross-border ACH) transactions are not eligible for same-day ACH. The $25,000 per transaction limit is in effect for all three phases of the implementation, but will be re-examined by NACHA following the completed rollout of same-day ACH. Sample Payment Initiation Page Figure 12 6.2 The bank shall provide repetitive wire transfer capability for all online wire transfers. J.P. Morgan can continue to provide the County with repetitive wire transfer capability for all online wire transfers. J.P. Morgan provides the following options for establishing repetitive transfers: Internet: The County can input repetitive wire transfer instructions (or templates) via ACCESS Online. Electronic Transmission: Host-to-Host Payments clients can establish repetitive lines that will be stored on J.P. Morgan’s mainframe. 68 of 98 SERIAL 15080-ITN Create a template to store payment instructions for repetitive payments. Figure 13 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 ABA number of the sending or receiving bank, the amount, the beneficiary name and account number and any additional instructions. J.P. Morgan can continue to provide the County with detailed online reporting of outgoing and incoming wire transfers, as requested. The following information is provided on incoming and outgoing wire transfers on either a current- or previous-day basis: Received from party(incoming) Paid to party By order party (outgoing) Date and time of receipt of wire instruction Dollar amount Straight-through or repair indicator Beneficiary information (if available) FED reference number and time Unique bank reference number CHIPS reference and sequence number Client reference number SRN and MRN Time-wire instructions are also available for our clients’ convenience 6.4 Internal bank and Federal reference number must be provided upon completion of outgoing wires. The County will continue to be provided internal bank and Fed reference numbers upon completion of outgoing wires. Transaction Reference Numbers (TRNs) are immediately available upon successful release of your payment instruction. Our highly automated systems release transactions to the Fed minutes after input. The full wire execution and confirmation process, including release to the Fed, receipt of a Fed reference 69 of 98 SERIAL 15080-ITN number and making this reference number available to the County, is completed within minutes of initiation, assuming that adequate balances are available in your account and the payment does not stop for OFAC review. Fed reference numbers are available in near real time after successful processing in eServe; it may take longer to view them in ACCESS Online. 6.5 Incoming wires must be posted and available to view on the wire transfer online system immediately upon receipt by the bank. J.P. Morgan can continue to post and report incoming wire transfers in near real time. The cutoff time for incoming credits is the close of Fedwire, which is 4:00 p.m. MT for U.S.-held accounts. 6.6 The Servicing Banks online wire service shall provide the ability to set controls and dollar limits. J.P. Morgan can continue to provide online wire service that includes the ability to set controls and dollar limits. ACCESS Online User Rights and Controls ACCESS Online allows complete flexibility for the County to designate the rights of each user on the platform and comprehensive and configurable user entitlements, limits and approval workflow to provide optimal control. Services available accommodate a wide range of security options, including dual control among users and daily or transaction limits. By separating duties, accounts and approval workflows, the County can help reduce the risk of fraud or compromised data. Your security administrators are the only individuals able to assign users with transaction initiation privileges. 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 verifies 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 users have all three entitlements, they will still not be able to take all three actions on a payment on their own. 6.7 The bank shall designate a liaison responsible for researching any wire transfer inquiries. The County’s designated client service professional, Tonique Smith, is your liaison and is responsible for researching any wire transfer inquires. Tonique 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, Tonique has the authority to escalate whenever necessary to make sure that issue resolution occurs to your satisfaction. 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. Telephonic Wire Transfer with a PIN Telephonic wire transfer with a PIN can be used as a primary and/or backup method of wire initiation. Benefits include: Ability to transact higher valued wires. 70 of 98 SERIAL 15080-ITN Per transaction limit clients may initiate wires based on balance availability. Currency clients may initiate in foreign currencies to overseas institutions. Extended hours vs. online or branch initiation, which allows for repetitive or free-form transactions. Security via segregation of duties: initiation/confirmation. The County has set up this service via a "Security Procedure Authorization for Telephone Transfers with PINs Agreement." For security, users are assigned a user ID and PIN for initiation and/or confirmation, along with a PIN Activation code. Users call an Interactive Voice Response system (IVR) to confirm PIN activation, change that to a PIN of their choosing, and then can initiate and/or confirm wires. For wire initiation, callers are 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 are 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. If they choose the self-service option for repetitive wires, they will be prompted to speak their repetitive line name and then enter and verify the value date and dollar amount of the wire. Once completed, the operator or IVR will provide a transaction reference number For payments requiring confirmation, confirmers are required to call the money transfer line (IVR) to perform the confirmation. Clients 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 client will be informed of the number of transactions available for confirmation. Clients will have the option to proceed to a transaction using a transaction reference number or proceed to the first transaction awaiting confirmation. (If the client chooses transaction reference number, they will be requested to enter the 10-digit transaction reference number.) The system will read the transaction details and provide the following options: repeat the details, approve, cancel or skip the transaction. Once approved, cancelled or skipped, they will be prompted to proceed to the next available transaction awaiting confirmation, if applicable. Hours of operation are Monday-Friday from 6:30 a.m. to 4:30 p.m. MT. 7.0 ELECTRONIC DEPOSITS The Treasurer’s Office and various other County entities utilize desktop deposit scanners to process check payments by creating an image deposit file sent electronically to the bank. Please indicate if your bank will provide the equipment necessary to capture these images, and describe the equipment in detail along with any charges that may be imposed for the use of the equipment. The County can continue to use our Image Deposit Direct 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 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 IDD 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 IDD, as more fully outlined in Attachment A, Pricing. Image Deposit Direct (IDD) Overview As a present subscriber, the County is familiar with the bank’s Image Deposit Direct solution — an efficient and cost-effective electronic alternative to paper deposits. 71 of 98 SERIAL 15080-ITN As an overview, Image Deposit Direct is an end-to-end hardware, software and processing solution for eliminating paper check payments at County offices, drop boxes and lockboxes. To use IDD, the County uses a high-speed Internet connection, a desktop check scanner and a Windows-based PC. Features include: Image Deposit Direct is for use in the U.S. only. Checks must be scanned from a U.S. location, of checks drawn on a U.S. financial institution, in U.S. funds, into a U.S. J.P. Morgan domiciled DDA. Image Deposit Direct accepts checks drawn on U.S. financial institutions (only), as well as business, government and consumer checks, U.S. Postal Money Orders, Western Union Money Orders, demand drafts, government warrants, etc. The County scans images of checks and transmits them electronically to J.P. Morgan for clearing. Transmissions are conducted through secure HTTP protocols employing 128-bit encryption. The bank maintains check images in an archive for online access. Duplicates are detected when checks already scanned for deposit over a specific period of time are identified at scan time. You can remove a suspected duplicate check from the deposit or choose to continue to deposit it. J.P. Morgan provides same-day ledger credit for checks received by the deadline. Check images are typically available at the image archive immediately after a deposit is submitted. J.P. Morgan maintains Image Deposit Direct images in the online repository for 25 months. Image Deposit Direct maintains detailed deposit history reports that the County can easily download and import. You can download reports and view images at any time. Image Deposit Direct Workflow Capture and Key from Image: J.P. Morgan Deposit Cleared via: Check Amount Data and Images Account Image Exchange Customer Account ACH (optional) Number Figure 14 Image Deposit Direct Process Flow Checks are received at Checks are scanned Checks must be the County’s office, drop and each check may be shredded according to boxes and/or as walk-in marked so it cannot be County guidelines. payments. reused. Prior to clearing the images, full OCR and Online image archive Checks are cleared via MICR read comparison makes source image exchange. flags suspect checks for documents available for additional inspection 25 months. and virtual MICR repair. Figure 15 72 of 98 SERIAL 15080-ITN IDD Scanners J.P. Morgan supports various scanners, including the Panini I: Deal single feed scanner and Panini Vision X scanners, as well as the Epson CaptureOne product line, which is described in more detail below. Epson CaptureOne CaptureOne offers new innovative features, the highest MICR accuracy available and the quality and reliability Epson is becoming known for all in one easy-to-use, compact design. Epson CaptureOne Scanner Leading MICR Accuracy and Advanced Features: Epson’s Ideal for remote deposit applications. CaptureOne check scanner comes in 30, 60 or 90 DPM models. 30, 60 and 90 DPM units available. All three scanners feature the Progressive MICR Method and Highest MICR accuracy in its class. advanced imaging to provide the highest MICR accuracy of any Built-in franker. desktop scanner on the market today. In addition, CaptureOne Double check detector. features clear electronic endorsements, a double check detector Flexible two-pocket support. that virtually eliminates double check feeding and a built-in franker that prints a static message on checks to prevent double 100 check document feeder. processing. Industry-leading two-year warranty. Flexibility to Meet Application Requirements: CaptureOne comes with two-pocket support as a standard feature. This gives you the flexibility you need to process exceptions, on-us checks or segregate different types of documents such as checks and payment coupons, depending on your application. In addition, our 100-sheet document feeder is also standard. Easy to Use. Easy to Maintain: Because the CaptureOne scanner is used in both branch and remote locations, we designed it to be easy to use and maintain. The check scanning process is simple and tasks like undoing a jam or replacing the franker unit are quick and easy with no special training required. CaptureOne also features advanced self-diagnostics which keep the operator informed of the scanner status and when it is time for maintenance. Epson Quality and Reliability: With a MCBF of 2.47 million documents, CaptureOne has the reliability you need. And only Epson offers you a Spare-in-the Air support plan that sends replacement units overnight when needed. Industry-Leading Warranty: Unlike other check scanners, CaptureOne is the only check scanner available that comes with a standard two-year warranty. Epson CaptureOne Check Scanner Specifications Epson CaptureOne Scanner Type CIS (Contact Image Sensor) Resolution 100 dpi, 120 dpi, 200 dpi Scanning Mode Black and white, 256 shade greyscale Performance Transport Speed: 500 mm/sec Scanning Speed: 300 DPM model up to 30 DPM, 60 DPM model up to 60 DPM, 90 DPM model up to 90 DPM MICR Progressive MICR method MICR Symbologies CMC7 and E13B Media Personal and business-size checks Length: 120mm to 235 mm (approximately 4.8” to 9”) Document Specifications Height: 65mm to 125mm (approximately 2.5” to 4.9”) Weight: 60 to 120g/m2 (approximately 16lb to 32lb) Pockets Two pockets 73 of 98 SERIAL 15080-ITN ASF: 100 sheets Pocket Capabilities Subpocket 1: 100 sheets Subpocket 2: 50 sheets Interface USB 2.0 Microsoft Windows 2000 Professional with SP4; Microsoft Windows XP Home or Supported OS Professional with SP2; Microsoft Vista (32 bit or 64 bit) with SP1 Home Basic, Home Premium, Business or Ultimate Data Compression CCITT Group 4, JPEG Data Transmission Format TIFF, JPEG, Windows Bitmap, Raw Reliability 2,470,000 MCBF Life 1,000,000 documents Memory for Scanning 4 MB DRAM OCR E13B, OCR A and OCR B supported Electronic Endorsement Logo, graphics or True Type Font can be placed anywhere on image Franker Life 18,000 sheets Size 175mm x 355mm x 460mm (HxWxD) (approximately 6.9” x 14” x 6.3”) Weight Approximately 4kg (8.8 lbs) Case Color Epson dark gray 8.0 MINIMIZING “FLOAT” 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 2 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 (Image Deposit Direct and Virtual Remit). We look forward to continuing these conversations and have provided detailed information about these services throughout our proposal response. 8.1 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 cut- off 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 County in terms of immediate use of your daily deposits that are drawn on J.P. Morgan. 8.2 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 74 of 98 SERIAL 15080-ITN 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 Appendix 2 for further details. 9.0 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 state pool program. JPMorgan Chase Bank, N.A. (Bank), 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 daily (business day) by dedicated collateral managers for customer's collateral requirements. Collateral requirements are based upon the end-of-day ledger, deposit account (checking, savings, depository CDs) information (plus accrued interest if any), less applicable FDIC coverage, plus applicable margin, if any. The end-of-day deposits balances are uploaded into Coast the following business morning from the Bank's deposit system. NCMG monitors the market value securities pledged to our customers and compares to the collateral requirements. In the event a market value reduction creates an under-collateralized position, additional securities will be pledged promptly. Clients can contact NCMG before 11:00 a.m. MT for a collateral increase to be effective the same day, otherwise NCMG will endeavor to make the collateral increase effective the same day if contacted after such time. Also, the Bank requires a one (1) business day notification of a collateral increase request greater than $50 million. Collateral is Pooled for Arizona Public Entity Customers: The Bank is required to follow the collateralization processes (pooled method) established by Arizona Revised Statute (35-1201 et seq.) and rules established by the Arizona State Treasurers’ Office (AST) Pool Administrator. Types of Securities Pledged: The Bank is pledging U.S. Treasury securities and a letter of credit to secure Pool deposits. The amount and types of collateral pledged are subject to change, but will comply with Arizona Statute and rules established by the AST. Custodian for the Collateral Securities: A third-party, custody account for the Arizona Pool has been established with the Federal Reserve Bank of New York, controlled by the AST. Collateral Priced/Marked to Market: The Bank employs an independent, third-party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided by the pricing agent. Department Responsible for Tracking Collateral and Reporting to the State: NCMG provides reporting to the AST Pool Administrator and conducts security pledging (and other collateral transactions) with the AST Pool Administrator. Increasing Collateral: If the County anticipates an increase in the amount of public monies deposited with the Bank, the County shall notify the Pool Administrator (pooledcollateral@aztreasurer.gov) and the Bank (ncmg@jpmchase.com) of any anticipated or known increase of $25 million or greater, as soon as practicable and, if possible, prior to 1:00 p.m.ET (11:00 a.m. MT) time, so as to provide the Bank sufficient time to procure additional collateral. 75 of 98 SERIAL 15080-ITN Collateral Reporting: The Bank is required to provide daily and monthly reporting to the AST Pool Administrator who in turn will provide reporting to Arizona pool program customers. Customers may contact AST for additional information Mailing Address: Deputy State Treasurer State of Arizona 1700 West Washington Phoenix, AZ 85007 Phone: (602) 542-7877 Fax: (602) 542-7176 Email: Mark Swenson marks@aztreasury.gov 10.0 SHORT TERM FINANCING REQUIREMENTS 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, please include the amount in your 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. 10.2 Variable Credit Line amounts for County Schools and Special Districts (see section 2.2.5) J.P. Morgan acknowledges the requirements outlined in section 2.2.4 Credit Line and agrees to these terms. 11.0 CURRENCY REQUIREMENTS The bank will be required to provide and facilitate large currency requests in amounts on occasion exceeding $100,000 approximately four (4) to ten (10) times a year. The denominations will be specified at the time of the request. The bank will be given twenty-four (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 76 of 98 SERIAL 15080-ITN 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 Dunbar) 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, Tonique Smith. 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. 12.0 DIRECT DEPOSIT PAYROLL PROGRAM 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) 77 of 98 SERIAL 15080-ITN 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. 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. 13.0 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. In light of the foregoing, please indicate what audit, review, technological and/or other assistance you can make available, if any, and the cost of same. Please also list any education/training assistance you can provide with respect to banking related issues. J.P. Morgan acknowledges the County’s requirements listed above; we have provided our response directly below. Latest Technology J.P. Morgan’s capital strength allows us to invest in technology to meet the County’s changing needs. We continue to leverage technology to help you receive the products and services you require to increase efficiency, reduce expense, improve constituent service and enhance daily operational requirements. Our wholly owned operations and key focus on technology enables the County to stay “one step ahead” by leveraging our J.P. Morgan to increase automation and achieve creative solutions, as required. Invested in 2014 In 2014, Treasury Services spent $353 million for product enhancements, legal and regulatory changes and improvements in implementation to meet evolving client needs. In addition to Treasury Services investments, the firm continues to expand its regional footprint and global investment in key markets around the world. Investment Planned for 2015 In 2015, J.P. Morgan Treasury Services plans to invest $313 million to enhance our cash management and treasury liquidity capabilities, expanding our global footprint and reinvesting in technology solutions. The bank continually looks to technology to enhance the solutions it provides, as well as reduce processing costs and increase operating efficiency. Best Practices Cybersecurity and fraud protection are priorities for J.P. Morgan firm and our clients. As incidents of cyber fraud increase globally, we are committed to working with the County to reduce your risk of losing funds and protecting financial data. 78 of 98 SERIAL 15080-ITN Cyber Threats Companies Face Today Figure 16 We strongly encourage all clients to use the fraud prevention tools and procedures we offer to help prevent the unauthorized or unintended release of payments from your account. Many of these security and other administrative procedures, which are featured in training on J.P. Morgan ACCESS, can be implemented immediately to help prevent fraud. As part of our ongoing cybersecurity initiative, we provide webinars, videos and white papers on Executive Connect and J.P. Morgan Solutions, as well as hosting meetings to educate clients about fraud prevention. J.P. Morgan offers clients: Tools, procedures and controls to help prevent fraud. Security and administrative tips. A handout outlining “How to Protect Yourself and The County.” Cybersecurity presentations. Onboarding security checklist. J.P. Morgan continues to invest significantly in technology and architecture, data security and other security operations that are designed to help keep your accounts and data safe. 79 of 98 SERIAL 15080-ITN J.P. Morgan helps you protect the County against cyber threats. Figure 17 Upgrades ACCESS Online is upgraded 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 login to ACCESS Online. The bank makes advance notice available in the Important Messages broadcasts and Alerts feature of the platform, 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 MT. System Changes Maintaining the County’s relationship with J.P. Morgan allows you to continue your current treasury services without disruption. You will avoid a time-consuming and costly conversion process. By choosing to retain J.P. Morgan as your banking services provider, your employees can focus their valuable time on other projects, which ultimately saves you significant work, time and money. Advantages to Maricopa County in Renewing Your Contract with J.P. Morgan Some of the advantages for the County include: Accounts and processes will not change and there will not be a need to assemble a transition team or train employees on a new service or re-engineer complex, existing processes. The County will avoid many of the burdensome procedures and costs associated with switching financial service providers. In addition, your client service and implementation team, which was previously established, will continue to support you. They are already knowledgeable about your account and support needs and will not require the learning curve of a new provider. If you do decide to implement any new, complex services, your local J.P. Morgan team will work with you to implement those services. An implementation project manager will be assigned to serve as the primary point of contact throughout the project. J.P. Morgan implementation project managers have end-to-end ownership and accountability for the process, are responsible for communicating regularly with you and coordinating activities and most documentation across the bank. Regular meetings are held to share information and measure progress. The implementation project manager will work with County staff to 80 of 98 SERIAL 15080-ITN validate the requested solutions, establish timelines for different phases of implementation, review and request necessary documentation and then coordinate with the appropriate teams across both organizations to complete the setup. For simple requests, or to add incremental services, your aligned implementation team will act upon the requests as quickly as possible and notify the County when completed. In 2014, 91% of J.P. Morgan’s clients responding to a post-implementation survey rated their overall experience good to exceptional. A 2014 Greenwich study with mid-corporate clients ranked J.P. Morgan first for “knowledge and effectiveness of implementation manager, training provided on last implementation, and delivering on functionality promised.” We are constantly working to improve the implementation experience by obtaining and reacting to client feedback. Information is gathered through post-implementation email surveys, checkpoint calls between clients and implementation managers, in- depth debriefs with clients and on-site client visits. Implementation personnel performance is monitored on an individual basis with a monthly scorecard tracking client feedback and a variety of other internal quality metrics. Education and Training Assistance J.P. Morgan offers the County a variety of methods for training: webinars, short step-by-step prerecorded movies and telephone training, without cost. We also frequently offer the County in-person training in our training center, which is conveniently located in Chase Tower, as well as trainings held onsite at the County. The following resources are also available: Quick Start Reference Guides: Are available on ACCESS Online’s Support & Community page and provide step-by-step instruction on how to use the J.P. Morgan ACCESS products and services. Webinar Training: Instructor-led sessions are available on many of our products including, Image Deposit Direct, Receivables Edge, Pay Connexion and ACH. For J.P. Morgan ACCESS, we have developed the J.P. Morgan ACCESS Academy with webinars for each of our products in the J.P. Morgan ACCESS family. Each webinar can last between 60-90 minutes. Web-Based Training: J.P. Morgan ACCESS training is available online 24 hours a day, seven days a week. These short, interactive, task based modules provide users with clear guidance on all cash management activities. From there your users will have access to multiple online training courses including Online, Host-to-Host, Mobile and Insight, depending on entitlements. These courses are self-paced and perfect for first-time users or as a refresher course. In addition, a built-in reporting feature allows you to quickly see who has completed which course. Phone Training: Customized one-on-one training conducted over the phone is offered to meet your unique needs for all J.P. Morgan ACCESS products and services. Additional information on upcoming webinars is available at: www.jpmorgan.com/register/jpmaccesstraining. In addition, both online and telephone-based training is available, at no charge, through a dedicated support unit, while keeping your local relationship team in the loop. 81 of 98 SERIAL 15080-ITN J.P. Morgan ACCESS Online Community Figure 18 14.0 CLERK OF THE COURT SERVICES The Clerk of the Court currently has six (6); direct deposit accounts (DDA’s) and checking. J.P. Morgan acknowledges that Clerk of Courts currently has six direct deposit and checking accounts. The bank can continue to provide these accounts for the Clerk. 14.1 BENCHMARKS OF VOLUMES 14.1.1 $130 Million Annual Cash Flow/Amount of Annual Deposits 14.1.2 $30 Million Pooled Investment 14.1.3 $17 Million Average Daily Escrow Fund Balance (DDA Policy Reserve) 14.1.4 $2 Million Average Daily Collected Balances (Court-ordered restitution) 14.1.5 480,000 Estimated Number of Annual Deposit Items 14.1.6 110,000 Estimated Number of Annual Checks Processed (disbursed) J.P. Morgan acknowledges the volumes provided by the Clerk in section 14.1 Benchmarks of Volumes and can continue to provide services for the accounts listed. 14.2 BANK ACCOUNT MAINTENANCE 14.2.1 The Clerk requires an automated reconciliation program for one (1) high volume (i.e., and Criminal Financial Obligations) and two (2) low volume (i.e., Fees and Trust) accounts. The Clerk will provide daily activity, transmitted electronically, for these 3 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 the bank. 82 of 98 SERIAL 15080-ITN Full Reconciliation J.P. Morgan provides the Clerk with a complete reconciliation of outstanding and paid checks with the option of reconciling accounts by the week, month, fiscal or calendar year in 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) via file transmission. The Clerk may also supply this data 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 accounts, delivering a reconciliation report package online via ACCESS Online. The standard full reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. 14.2.2 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. 14.2.3 The Clerk will also provide the bank with daily electronic listings of the disbursements of its three (3) accounts to be used in conjunction with the Bank’s Positive Pay program or a program similar that verifies the Clerk’s issuance of a disbursement at the time of the payout. J.P. Morgan understands this requirement. The Clerk can continue to provide the bank 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 fully described in response to question 2.2.2.3, above in section 2.2.2 High Speed Warrant Processing. 14.2.4 The bank shall provide an ELECTRONIC file monthly for each of the 2 low volume accounts and a daily electronic file for the (rfr) 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. 83 of 98 SERIAL 15080-ITN 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 details. 14.2.5 Monthly bank statements for accounts must be provided ELECTRONICALLY with documentation supporting all entries on the statements within five (5) 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 6 accounts. J.P. Morgan understands the requirements listed above and can continue to provide these services to the Clerk. The services are detailed below for your convenience. Monthly Bank Statements The Clerk will continue to receive monthly statements for each account from J.P. Morgan. These reports provide a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. J.P. Morgan’s monthly account statements are available via secure Internet delivery using ACCESS Online, thereby providing the Clerk with comprehensive reporting in the most timely and efficient manner. Our electronic statements are identical to the paper statements mailed to clients and are available within two to three business days after the statement cutoff date. J.P. Morgan’s monthly statements include all transactions posted to the account including all checks paid by check number with paid amount. Electronic statements also include images of checks paid during the statement cycle. Correction entries made by J.P. Morgan will be included on the statement as well. J.P. Morgan’s electronic statements provide the Clerk with the following benefits: Security measures include machine registration and the convenience of using a single sign- on to retrieve statements and perform entitlement via ACCESS Online. Email alerts are sent to notify authorized Clerk users when the monthly statements are available for download. The Clerk will be able to print and view a statement as it would be presented in its original paper form. The Clerk can search for transactions by opening the statement as well as clicking on the image icon next to the statement name to see an image of the front and back of the cancelled check. In addition, the Clerk can save and print the statement in PDF format as well as export data to a Microsoft Excel spreadsheet or in CSV format. The Excel and CSV formats are available 24 hours before the PDF. 84 of 98 SERIAL 15080-ITN Daily Access to Account Balances and Activity ACCESS Online provides the Clerk with both prior-day and current-day information. The Cash Position view displays current- or prior-day balances on the home page, and presents opening ledger, current ledger and current balances totals in an account or base currency. Cash reporting tools let the Clerk create, customize and run up-to-the-minute reports on its accounts, all from a single location. 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 also sorting and drilldown capabilities to view additional transaction details. Checks Paid Detailed view of check transactions that have cleared through J.P. Morgan Report 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 Clearing Exceptions 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 receivables or payments for a specific settlement date in Adobe PDF or (Prior-Day Only) ANSI X12 820. Funds Transfer Using ACCESS Online, the Clerk’s authorized users can continue to enter account transfer transactions 24/7. Note that transactions after 9:00 p.m. MT are applied the following business day. Move funds quickly and easily between accounts. Initiate free-form transfers. Build and reuse transfer templates. Access current-day and historical transactions. Create, save and reuse templates with the multiple entry feature. Access historical information. 85 of 98 SERIAL 15080-ITN 14.2.6 The bank must provide for the necessary printing of deposit slips for the Clerk’s all 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 Report ACCESS Online provides location reporting for clients who deposit from multiple sources into a single checking account. Clients who benefit from this functionality include governments with multiple offices or school districts that track deposits separately by location, for example. The Clerk 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 your locations. Each of your locations are identified by a Unique Location Identifier (ULID) number printed on the deposit slip, which is then reported back to your main office/location, broken out by each of your 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) 14.2.7 The bank shall have a strong customer service orientation making personnel available to answer questions pertaining to transactions, which require explanation, and to affect account opening/closing and transfers as required. The Commercial Banking designated client service model is a key differentiator for J.P. Morgan. As the Clerk’s primary point of contact, your designated local client service professional, Tonique Smith, has the authority to engage all levels of management on your behalf. Tonique is your advocate within J.P. Morgan and is responsible for delivering a high level of service each and every day. She provides a host of services that are offered based on your individual needs, which can include, but are not limited to: Answering questions pertaining to transactions, which require explanation. Affect account opening, closing and transfers, as required. Acting as your 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. 86 of 98 SERIAL 15080-ITN Providing service support that aligns with your treasury operating model, performing analysis of your activity and identifying solutions for your needs in collaboration with the rest of 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 before they become problems. Providing designated account and cross-product support. Making proactive service calls to make sure your servicing needs are being met and that we stay abreast of changes within your business. 14.2.8 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 a blanket authorized signature file that covers all accounts opened at the bank in the name of the Clerk of the Superior Court. 14.2.9 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, Tonique Smith. The cost for check stock ordered through either Harland Clarke or Tonique will be included on your account analysis statement. 14.2.10 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 (2) low volume (i.e., Fees and Trust) accounts. This contribution is not to be charged back in hard dollars. Please see our response to question 14.2.9, directly above. 14.2.11 Intentionally deleted 14.2.12 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 Canadian currency checks for collection with fees charged though account analysis. Foreign Checks Foreign checks will be subject to processing via the Multicurrency Check Deposit and Collection Service which is used to collect funds on foreign-denominated checks and checks drawn on foreign banks. Credits are posted to the Clerk’s U.S. Dollar DDA and may be subject to J.P. Morgan foreign-exchange rates. The foreign-currency denomination of the check, the foreign 87 of 98 SERIAL 15080-ITN country in which the check is payable and the amount of the check may automatically determine which clearing process is selected (deposit or standard collection). Multicurrency deposits are provisional ledger credits to the Clerk’s U.S. Dollar account. Items handled via Multicurrency Collection are sent to the paying bank, and the bank awaits payment. Upon receipt, your account is credited within 48 hours. Benefits include: Eliminates the need to hold correspondent accounts with multiple banks in order to access low cost national clearing systems. Reduces the number of foreign checks being processed as higher cost standard collections. Reduces your operating cost associated with standard check collections. Cash Letters and Collections Canadian item deposits receive four-day fixed availability. Multicurrency deposit deadline for same-day processing is mail delivery to our Houston operations by 2:30 p.m. CT. Items ineligible for deposit processing will be converted to standard collection. Checks below $300 are ineligible for standard collection processing due to potentially high fees. Collections proceeds are credited within 48 hours of receipt of funds from the issuing bank. Canadian Dollar is eligible for deposit processing. 14.2.13 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 the each group as necessary. Each deposit will have a unique identification number (generally the cause number) which shall appear in all bank statements. J.P. Morgan can accommodate this request and will continue to provide Segregated Deposit Account (SDA) services to the County based upon current activity levels. In response to the Clerk’s request (item 49 from the Questions and Answers recap dated August 7, 2015), we can also optionally provide 1099 statements on SDA sub-accounts held in the name and tax identification numbers of specific clients or other entities. The turnaround time for opening new SDA sub-accounts requiring this type of 1099 statement reporting may be up to ten business days. Currently, we provide new accounts for the Clerk under a one day turn-around under the existing process. We look forward to discussing your 1099 reporting needs further as well as any changes in activity volumes that you might anticipate. 14.3 DEPOSIT SERVICES 14.3.1 All deposits must be credited to the Clerk’s ledger balance immediately upon receipt. J.P. Morgan will continue to accommodate this request. The Clerk can continue to deposit cash and checks. The following are cutoff times for same-day ledger credit on deposits: Branch and ATM Deposits ATM Deposits: Cutoff time for deposits received at ATMs is 9:00 p.m. MT. Deposit cutoff times are clearly posted at each ATM. 88 of 98 SERIAL 15080-ITN Branch Deposits: Cutoff times for deposits received at branches may vary by location but typically are between 5:00 and 6:00 p.m. local time. Branch hours are subject to change and will be posted at each branch location. Branch Night Drop Deposits: The cutoff is 7:30 a.m. local time. 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. Check-Only Deposits Image Deposit Direct Desktop: 8:00 p.m. MT for same-day ledger credit and availability based on endpoint. Image Deposit Direct Mobile: 8:00 p.m. MT for same-day ledger credit and availability based on endpoint. Multicurrency Check Deposits Multicurrency deposits delivered via courier or U.S. mail to J.P. Morgan’s International & Domestic Collections operations in Houston by 2:30 p.m. CT (12:30 p.m. MT) to receive same- day ledger credit. Vault Deposits The standard cutoff time for our Phoenix vault is 6:00 p.m. MT for cash-only, mixed and check- only deposits. 14.3.2 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 that 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. 14.4 CURRENCY AND COIN SERVICES 14.4.1 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 ten (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. Change Order Services The Clerk may continue to request change orders as the need for coin and currency arises, establish a standing order online, 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 89 of 98 SERIAL 15080-ITN 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 Clerk can use one or a combination of these types of orders. J.P. Morgan will release change orders to the Clerk’s approved armored courier picked up at one of the bank’s vaults. You also need to notify us if for some reason the specific armored courier should vary by location. 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. Deposit Bags The required deposit bag is a tamper-evident, two-pouch, “cash and check” plastic security bag. One pouch is resealable; the other is tamper-evident. One side of the bag must be clear to verify the contents, and the bag number must be bar-coded on the outside of the bag. J.P. Morgan requests that the Clerk use disposable plastic coin bags for coin deposits greater than $10. The bank provides the Clerk with access to the deposit bag vendor at preferred prices. We have implemented a full-service program for ordering, billing and drop-shipping deposit bags to your locations. Bags may be ordered online at www.chasebags.com, or call the vendor directly at (866) 458-2247, from 6:00 a.m. to 5:00 p.m. MT. Your treasury management officer, Mary Lundell, or client service professional, Tonique Smith, can answer any questions you may have. J.P. Morgan does not require that the bank’s bags be used. If the Clerk chooses to provide your own bags, they must meet J.P. Morgan’s deposit bag specifications and standards of security, strength and durability. 14.5 ACCEPT/RETURN 14.5.1 The bank shall give credit for stopped, voided, and canceled issues; accept, return and give credit for forged issues whenever returned with a certification of forgery. The 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 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 the usage of positive pay, payee name verification and other applicable fraud protection services, to prevent any and all losses due to check fraud. Each situation is unique 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. 90 of 98 SERIAL 15080-ITN Currently in most states, the UCC provides for defenses that can be raised to a claim of loss due to check fraud based on the following principles: Ordinary Care: The observance of reasonable commercial standards that prevail in the area in which the person is located and with respect to the business in which the person is engaged. Comparative Negligence: In situations where there is loss due to fraud, a court would compare the client’s negligence against the bank's negligence to determine who should be liable. Contributory Negligence: The client could be found to have contributed to the loss if, for example, they fail to safeguard checks from forgery or alteration by a “reasonable commercial standard,” and that failure to safeguard contributes to the forgery or alteration. Reasonable Promptness: Clients must exercise reasonable promptness in examining statements or items to determine if any payment was not authorized and to notify the bank. 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 to report any errors. The bank has a designated fraud area that works closely with the Clerk to send out and subsequently obtain any necessary information (i.e., affidavits of forgery) to begin the recovery process. Concurrently, after being notified, the 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 the Clerk’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 (3) banking days after receiving the reimbursement check. There is no governing timeframe for a response. If the bank receives a denial, no credit is issued. 14.6 ELECTRONIC SERVICES 14.6.1 The bank shall provide electronic services that would include transference of funds between Clerk of Court accounts and between financial institutions. The Clerk can continue to use ACCESS Online to transfer funds between Clerk of Court accounts and between financial institutions. Full details surrounding payment initiation methods can be found under section 6.0 Wire Transactions, question 6.1. 14.6.2 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. 91 of 98 SERIAL 15080-ITN ACCESS Online Reports Several master reports form the foundation of the J.P. Morgan ACCESS centralized reporting capability. Each format can be customized to create reports tailored to specific needs. These include: 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 also sorting and drilldown capabilities to view additional transaction details. Checks Paid Detailed view of check transactions that have cleared through J.P. Morgan Report 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 Clearing Exceptions 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 receivables or payments for a specific settlement date in Adobe PDF or (Prior-Day Only) ANSI X12 820. Additionally, ACCESS Online provides the following stop payment audit reports: Stop Payment Request Activity: Allows the Clerk to search all accounts or a single account, search by date or date range, check number or check number range, and by all users or one user. This report provides details for stops placed online via ACCESS Online. Stop on File History: Allows the Clerk to search by account number. This report provides all stops on file regardless of the application used to place the stop request. Stop Payment Revoke History: Allows the Clerk to search by all accounts or a single account, search by a date or date range, check number or check number range, and by all users or one user. This report provides details for revokes placed online via ACCESS Online. 14.6.3 The bank shall provide the Clerk of Court the ability to obtain bank account statements for ninety (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 92 of 98 SERIAL 15080-ITN 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 Tonique Smith for guidance or assistance with image copies, as needed. 14.7 PROCESSING PROCEDURES Some services that the Clerk of the Court may require from the bank are: 14.7.1 Reading invoices with payments and the pay information loaded to an electronic listing that can be transmitted on line. 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. 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. 14.7.2 Sure-pay check services. J.P. Morgan can continue to provide the Clerk with ACH services. 14.7.3 Providing the printing and mailing of restitution checks. As an option to consider, J.P. Morgan’s Check Print service provides the Clerk with a secure, comprehensive print-to-mail solution for processing large volumes of checks. Check Print Services J.P. Morgan has offered check print and dispatch services for more than 20 years. Designed to help you lower your operating costs, our service removes your need to maintain printing equipment and unnecessary overhead associated with printing checks or remittances advices. Our services help to: Reduce costs associated with maintaining in-house print operations. Free Clerk resources to focus on core competencies. Eliminate capital investments in machinery and technology. Rely on tested and proven disaster recovery capabilities. Reduce the risk of fraud through advanced fraud prevention technology. Submit check print instruction files via: Direct transmission. Web file upload or check direct entry through ACCESS Online. 93 of 98 SERIAL 15080-ITN We generate online file confirmations to authenticate each transaction and alert you to any issues. Validated files are routed to one of our two state-of-the-art print facilities and printed and mailed by the following business day. We then print, insert and forward the checks and remittance details to you or your payees via the United States Postal Service or by courier. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent downstream for print. Checks that are flagged as suspect, after the initial review, are not printed until a pass status is received. Any check that may be delayed for print is listed with a status of “pending investigation” in the online reports. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your customer service representative will contact you. Once the check passes screening, it is sent for printing and mailing, and the online status is updated. Payables fraud protection is required for check printing. Check issue information is automatically generated and then sent to the account reconciliation processing (ARP) platform. Check issues are sent to all of our Chase teller systems across the country, to offer positive pay fraud protection and payee name match service at the teller window. Upon presentment by the payee, the item would be immediately scanned by the teller and then matched to the authorized check issuance details on file, supplied to us by the Clerk. If there were any variations to the payee name details or the item was not found on our records, the encashment request would be denied and the payee advised to contact the Clerk. This level of protection is just one of the many benefits you may realize in choosing J.P. Morgan as your check print outsourcing provider. Checks deposited at a Chase ATM are screened against the positive pay records. Checks not matching your issue records will have a fund availability hold placed against the check amount allowing for your positive pay exception review and a pay or return decision before the check amount is available to the depositor. Payee name verification is not part of the ATM positive pay review. Through significant infrastructure and technology investment in our U.S. printing facilities, we can offer you a low-cost, high-quality printing solution, designed specifically for you, that adapts as your needs change. J.P. Morgan’s check printing platform features include: Standard templates for accounts payable, payroll, claims, and dividend checks. A postal net barcode provides for processing efficiencies with the U.S. Postal Service, which translates into postal discounts leveraging not only your own volumes, but those of our other clients as well. New check paper stock provides security features such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage. 94 of 98 SERIAL 15080-ITN Check Print Services – Process Flow Figure 19 Our quality controls throughout the bank are an area of continual focus and improvement for us. With check print, as with all services, we will not sacrifice the accuracy of our work for any other consideration. For purposes of audit control and security, J.P. Morgan's standard check print process uses blank roll feed stock, with digitized logos and signatures applied electronically to each item as it is printed. J.P. Morgan recognizes the importance of printing high quality checks to maintain low check reject rates. As such, samples of checks are requested by the Quality Control area at the start of each shift and periodically throughout the day. Sample checks get tested for both MICR quality and conformity to the appropriate check specifications. Should the checks not pass the MICR quality test, a detailed report is provided back to the check originator to assist with any necessary modifications. Duplicate file checking is done at the beginning of the processing. Additionally, J.P. Morgan has an Automated Document Factory (ADF) a workflow solution used in our Ohio and Texas facilities. The ADF serves as a job and piece-level tracking solution for the entire document workflow from Print through Dispatch. As each separate print job gets processed, ADF allows operators to match file item counts to actual page counts upon completion of each job. Should a discrepancy occur, ADF can be used to identify the exact page where the count became out of synch to quickly troubleshoot and resolve the issue. The results are then logged and validated by a supervisor, before the printing process is restarted. The final production output is then recorded. Your J.P. Morgan relationship team stands ready to meet with you, at the Clerk’s convenience, to discuss the features and benefits of handling the burdensome Check Print task on your behalf. 95 of 98 SERIAL 15080-ITN 14.8 SUMMARY 14.8.1 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. The billed debtor may pay: 14.8.2 By electronic funds transfer from his/her accounts As discussed in response to section 5.0 Business Activity Services, question 5.8, 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 County’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. 14.8.3 To any receipting office of the Clerk of the 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 3.0 Lockbox Services). Branch or vault deposits (discussed in section 2.0 Scope of Banking Services). Image Deposit Direct (discussed in section 7.0 Electronic Deposits) 14.8.4 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. 14.8.5 Disbursing of monies to the payee: The methods of making disbursements to a payee would be through a check mailed to a payee or electronic funds transfer to the payee’s account. J.P. Morgan can accommodate all of 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. 96 of 98 SERIAL 15080-ITN The Clerk may also wish to consider sending the bank a Host-to-Host Payments (formerly PaySource) mixed payment file. As described earlier in section 6.0 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. The bank would work with the Clerk and OET to scope out the requirements and cost effectiveness. Additional Clarifications: Can JPMorgan provide notice of changes to the earnings credit rate? J.P. Morgan is offering our Premium Managed Earnings Credit Rate (ECR) with a floor of 0.50% to expire on June 30, 2019. The County’s ECR would increase as market rates increase and as set by the bank but would never fall below 0.50% during the contract period. JPMorgan can provide email notification of changes to the ECR once the new ECR has been made available for public distribution. JPMorgan does not have a formal notification channel for ECR changes and notification will be the responsibility of the JPMorgan relationship team on a best efforts basis with the understanding that time is of the essence. ECR is subject to review and periodic change after considering a range of factors, including the market rate environment and J.P. Morgan’s demand for funds. ECR is not directly tied to a specific external index or benchmark rate such as LIBOR, Target Fed Funds, 13 week T-Bill, etc. however these are factors that are considered when setting ECR. What is the current Chase Premium Managed Rate and what market indices is the rate tied to? The bank’s Premium Managed Rate, offered to top tier clients, is presently 0.29%, and is not directly tied to a specific external index or benchmark rate such as LIBOR, Target Fed Funds, 13 week T-Bill, etc.; however, these are factors that are considered when setting our bank managed rates. The Premium Managed Rate is subject to review and periodic change by J.P. Morgan after considering a range of factors, including the market rate environment and J.P. Morgan’s demand for funds. Using a managed rate helps to maintain pricing flexibility while protecting the County from short-term rate volatility that may result from an indexed rate. The rate offered to the County within our bid response has a floor of 0.50% during the contract period through June 30, 2019, so as rates increase, the County can expect upward movement should they rise above 0.50% during the contract term; however, the rate will not fall below 0.50% during the contract term. For informational purposes, included in this response for the County’s review is a Historical Earnings Credit Rate chart of the bank’s Premium Managed Rate and the 13 week T-Bill Indexed Rate, from 2005- 2015. Please describe the difference in more detail between immediate verification and post verification of branch payments? “Immediate verification” takes place when deposits are presented at a teller window and the teller physically counts the coin, currency and checks while the depositor is present, and then provides a paper deposit slip back to the County. “Post verification” (preferred method) takes place when deposits are received in the night drop at a banking center branch. With post verification, a deposit slip image is available online, or the depositor may receive a receipt from the teller next-day. The County depositor may view any adjustments on-line, should they occur, as well as receive an email alert that an adjustment has been made. As the less costly deposit option, the bank is able to pass post verification savings back to the County. 97 of 98 SERIAL 15080-ITN With post verification, the depositor may also drop off the deposit with the teller, using a dual pouch bag with a window where the deposit ticket is removed by the teller. The teller then encodes the deposit ticket amount for provisional credit until final post verification occurs; returns the slip to the pouch window, and provides a copy for the depositor. Per section 2.2.4 it states that the cost for legal counsel will not exceed $10,000, is that a onetime cost, annually or what frequency? This is a one-time cost that would be billed to the County in early July 2016 after the completion of the warrant line documents for the County and subdivisions. The warrant line documents will be setup to cover the initial three year contract and any subsequent extensions. In addition, on page 12 the requirement states that if any discrepancies arise, the Treasurer’s Office will prevail. Please confirm if you will comply with this requirement? 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. This verification can also be accomplished with continued access to https://treasurer.maricopa.gov/Agency/. JPMorgan Chase proposes Post Verification for Branch Payments as a means to saving an approximate $370.26/mo. on the analysis. Please outline in detail how the Branch Payment process would work starting from the point when a taxpayer enters the branch with their tax coupon to the point they walk out of the branch after having made their payment. Post verification is not applicable for the collection of tax payments through Chase branches. To provide the taxpayer a receipt for their tax payment it must be processed in-person by a branch representative. J.P. Morgan recommends the post verification of deposits made by the various County departments and political subdivisions depositing cash, coin, and checks into County accounts at Chase branches. • Night Drop Deposits o Deposits are secured in a dual pouch bag o Deposits are placed in the secured night drop at any time throughout the day o Deposits are processed by branch personnel o Deposit confirmation is available online the next day or by picking up the receipt from the teller the next-day • Deposit with Teller o Deposits are secured in a dual pouch bag with a window and deposit slip is removed by the teller o Teller encodes the deposit ticket amount for provisional credit until final post verification occurs o Copy of deposit ticket provided to the depositor o Deposit confirmation is available online the next day or by picking up the receipt from the teller the next-day 98 of 98