Banking Services Agreement - Chase

COOPERATIVE PURCHASING AGREEMENT FOR BANKING SERVICES
BETWEEN the City of Chandler, AZ
AND JPMORGAN CHASE BANK, N.A.

THIS COOPERATIVE PURCHASING AGREEMENT FOR BANKING SERVICES
(this “Agreement”) is entered into as of 202__ (the “Eiffective Date”), between
the City of Chandler, AZ (“Customer”), and JPMorgan Chase Bank, N.A. (“Contractor”).

Recitals

A. After a competitive procurement process, City of Mesa, Arizona (“Mesa”) and
Contractor entered into that certain City of Mesa Agreement Pursuant to Solicitation dated as of
December 9, 2019 (together with all incorporated documents and exhibits and as amended from time to
time pursuant to its terms, the “Mesa Contract”) under which Contractor agreed to perform certain
banking services (the “Services”) for Mesa, as further described in the Mesa Contract. A copy of the
Mesa Contract is attached hereto as Exhibit D.

B. The Mesa Contract may be extended for use by other municipalities, school districts and
government agencies in the State of Arizona with which Mesa has intergovernmental agreements or to
other governmental entities that participate in the Strategic Alliance for Volume Expenditures
cooperative, with the approval of Contractor on a case by case basis, which approval will be based on
criteria determined by Contractor in its sole discretion and subject to pricing and other adjustments in
terms and conditions as may be agreed to between Contractor and such other entity and set forth in a
written agreement between them,

Cc, Customer either participates in the Strategic Alliance for Volume Expenditures
cooperative or has entered into an intergovernmental agreement with Mesa and has determined that its
usage of the Mesa Contract is in accordance with the Customer’s statutes, codes, ordinances, charter
and/or procurement rules and regulations. Customer has requested that Contractor provide certain
services to Customer under the terms of the Mesa Contract and Contractor is willing to do so, subject to
the terms and conditions of this Agreement.

Agreement

Customer and Contractor therefore agree as follows:

1. Scope of Work. The services to be provided by Contractor to Customer under this Agreement are
the services listed on Exhibit A-1 Pricing Schedule attached to this Agreement (“Included
Services”), Contractor shall commence or implement the Included Services by a date to be
mutually agreed upon following full execution of this Agreement. To the extent Customer
requests and Contractor agrees to add any functionality, feature or service that is not listed on
Exhibit A-J Pricing Schedule, the implementation of such functionality, feature or service may
be subject to additional terms and fees to be mutually agreed upon at the time of Customer’s
request.

Page 1 of 5

Exceptions and Modifications to Mesa Contract. The following provisions of the Mesa
Contract are hereby modified for purposes of their incorporation within this Agreement or
excluded from this Agreement, as provided below and as elsewhere provided in this Agreement:

A. Prices and Earnings Credit Rate. Contractor will perform the Included Services for
Customer at the respective rates specified in the pricing schedule attached as Exhibit A-1
Pricing Schedule to this Agreement, which supersedes all pricing and service fees set forth
in the Mesa Contract. The earnings credit rate applicable to Customer’s eligible balances shall
be as set forth in Exhibit B - Earnings Credit Rate, which supersedes any earnings credit
rate set forth in the Mesa Contract. In addition to the compensation described above,
Customer shall pay and be liable to Contractor for all costs and expenses (including, without
limitation, fees, fines, taxes, interest and penalties) related to: (1) Contractor’s acceptance or
execution of any request, instruction or direction from Customer; (2) any oredit extended to
Customer in connection with the Included Services; or (3) Customer’s breach or failure to
comply with this Agreement, the Included Service Terms or any laws, statutes, codes, rules,
regulations or policies applicable to any transaction that Customer requests, instructs or
directs Contractor to process or execute (including, without limitation, clearing house rules,
funds transfer rules, Federal Reserve Operating Circulars, and the Uniform Commercial Code
as in effect from time to time in the State of Arizona).

B. Payment Method. Unless Customer selects another payment method acceptable to
Contractor, Customer authorizes Contractor to: (1) apply Customer’s earnings credit
allowance against the fees and other compensation amounts reflected in the account analysis
statement made available to Customer for each monthly billing period and (2) automatically
debit from Customer’s accounts on the fifteenth (15th) calendar day of each month (or the
next banking day if the fifteenth (15th) calendar day falls on a weekend or a bank holiday)
any fees and other compensation amounts that remain unpaid after Contractor applies the
earnings credits allowance for such billing period.

C. Term of the Agreement. This Agreement shall commence as of the Effective Date and shall
expire the date that the Mesa Contract expires or terminates. The current term of the Mesa
Contract ends on December 31, 2024. On the mutual written agreement of Mesa and
Contractor, the current term of the Mesa Contract may be renewed up to a maximum of three
(3) years after the end of such term. By executing a written amendment to this Agreement,
Customer and Contractor may agree to extend the term of this Agreement for a corresponding
timeframe with the renewal of the Mesa Contract, subject to mutually agreeable adjustments
to the pricing and terms of this Agreement.

D. Other Exclusions. Any references or provisions in the Mesa Contract (including, but not
limited to, the solicitation for banking services and Contractor’s response) with respect to the
following matters are excluded from this Agreement: incentives, credits, extensions of credit,
any obligation of the Bank to pay for substitute services and local laws, statutes, ordinances,
rules and regulations specific to Mesa.

Page 2 of 5

Terms and Conditions applicable to Included Services. The account and service terms
attached to the Mesa Contract ate superseded and replaced by the account terms, service terms
and other documents that Contractor requires for the administration, implementation or operation
of the Included Services (together with any addenda, schedules, supplements, and other
attachments, the “Included Service Terms”), including, without limitation, those attached. as
Exhibit C — Included Service Terms to this Agreement. Subject to the provisions of this
Agreement and any subsequent amendments hereto, the terms and conditions that apply to the
Included Services shall be those contained within the Mesa Contract, All references to the rights
and obligations of Mesa in the Mesa Contract shall be deemed to refer to the rights and
obligations of Customer with respect to Contractor’s performance of the Included Services for
Customer, Unless otherwise defined in this Agreement, capitalized terms used in this Agreement
shall have the same meanings as set forth in the Mesa Contract.

Order of Precedence. This Agreement is comprised of the documents listed below and, in the
event of any conflict or inconsistency among the documents, the order of precedence shall be as
follows:

A, The terms of the body of this Agreement;

B. The exhibits attached to this Agreement;

C. Except for terms, provisions and documents that are excluded, superseded or replaced as
provided herein, the documents listed in Section 4 titled “Document Order of Precedence” of
the Mesa Contract, subject to the order of precedence set forth in the Mesa Contract.

Amendments to Mesa Contract. If the Mesa Contract is amended pursuant to its terms,
Contractor may, if it is agreeable to providing such amended terms to Customer, notify Customer
of such amendment and, if Customer agrees to such amended terms, this Agreement shall be
amended accordingly by a written document executed by Customer and Contractor.

Compliance with Competitive Procurement Requirements. Customer represents and warrants
that it has determined, based upon its own review of applicable statutes, codes, ordinances,
charter and/or procurement rules and regulations, that it has the authority to procure services
under the Mesa Contract and enter into this Agreement without initiation of its own competitive
procurement process.

Notices, All notices given pursuant to the terms of this Agreement shall be in writing and
addressed to the relevant party at its address listed below.

Entire Agreement, This signed document and all exhibits attached hereto, as well as the Mesa
Contract, except as provided in this Agreement, comprise the entire agreement between Customer
and Contractor with respect to the subject matter hereof. Any prior oval or written agreements
between the parties with respect to the subject matter hereof are merged into and superseded by
this Agreement.

Page 3 of 5

[REST OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS]

Page 4 of 5

Accepted and agreed to as of the Effective Date.

Address for Notices:

Procurement Division
175 S. Arizona Avenue, 3 Floor

Chandler, AZ 85225
Attn: Procurement Officer

We

CITY OF CHANDLER
By:
Name:
Title: Mayor
APPROVED AS TO FORM:
By:
City Attorney

ATTEST:
By:

City Clerk

JEMORGAN CHASE BANK, N.A.

By: Dan K Wane

Address for Notices:

201 N Central Ave, 21° Fl
Mail Code: AZ1-1178

Name:__Dan K. Warren

Phoenix, AZ, 85004-8001
Attn: Dan Warren or Gov’t Industry Manager

Title:_Authorized Individual

List of Exhibits [fo be attached];

Exhibit A-1 —Pricing Schedule

Exhibit A-2 — Pricing Comparison (current contract vs new contract)

Exhibit B - Earnings Credit Rate

Exhibit C — Included Service Terms

Exhibit D — City of Mesa Agreement Pursuant to Solicitation dated as of December 9, 2019

Page 5 of 5

Pro Forma Analysis
Apail 2024

Customer: CITY OF CHANDLERMAIL STOP 702

JPMorgan

ECR Rate: 0,1800%

Service Analysis*

Unit Est, Monthly
Service Description Estlmated* Volumes Prico Seryice Charge

ACCOUNT SERVICES
ACCOUNT MAINTENANCE 8 $8.0000 $30,00
STATEMENT CYCLES 4 $0.0000 $0.00
ARP PAID {TEM RETURN CREOIT 3 $0,0000 $0.00
POST NO CHEGKS MAINTENANCE 2 $0,0000 $0.00
CREDIT POSTED- ELECTRONIC 862 $0,1000 $68,20
DEBIT POSTED - ELECTRONIC 313 $0.1000 $31.30
CASH CONCENTRATION MAINTMASTER 1 $0,0000 $0.00
GASH CONCENTRATION MAINT SUB 5 16,0000 $76.00
Subtotal $202.50
AUTOMATED GLEARING HOUSE
CREDIT RECEIVED 877 $0,1600 $57,70
DEBIT RECEIVED 247 $0,400 $24,70
RETURN ITEM 4 $1.7600 $7.00
NOTIFICATION OF CHANGE 2 $1,0000 $2.00
RETURN NOTIFICATION - ONLINE & $0,0000 $0.00
NOTIF OF GHANGE ~ ONLINE 2 $0,0000 $0.00
ELOCKBOX FILLE PROCESSING 39 $10.0000 $390.00
CREDIT ORIGINATED - JPM ACCESS 6,472 $0.0400 $208.88
DEBIT ORIGINATED - JPM ACCESS 830 $0.0400 $21.20
JPM ACCESS ACH MAINTENANCE 4 $10,0000 $40.00
ELOCKBOX RETURN - ELECTRONIC 2 $0,000 $0.00
ELOGKBOX NOG - ELECTRONIC 460 $0,0000 $0.00
ADDENDA RECORD ORIGINATED 445 $0,030 $4.35
TRANSACTION BLOCK MAINTENANCE 8 $7.5000 $46,00
ACH TRANS BLOCK AUTHORIZED ID 46 $0,6000 $23.00
ELOCKBOX MAINTENANCE 1 $0,0000. $0.00
ELOCKBOX TRANSACTION RECEIVED 16,319 $0,0400 $612.76
ELOCKBOX TRANSAGTION REFORMAT 15,319 $0.0000 $0,00
ELOCKBOX TRN REPAIR MAINT. 2 —— $95.0000 $190.00
ELOCKBOX TRN REPAIR ITEM EDIT. AQ, $0,5000 $20.00.
Subtotal $1,644.69
BALANCE BASED CHARGES
BALANCE BASED CHARGES. 4 $1,798.8500 $4,798.85
Subtotal $4,798.85
BANKING CENTER SERVICES
BRANGH CREDITS POSTED 46 $1.2600 $57.60
BRANCH ORDER CURRENCY STRAP 8 $0.8500 $2.80
BRANCH DEPOSIT IN NON STD BAG 6 $2,0000 $12.00
BRANCH ORDER PROCESSED 3 $3.6000 $40.60
NIGHT DROP CASH VERIFICATION 369 $0.0008 $0.29
TELLER LINE GASH VERIFICATION 404 $0.0015 $0.16,
Subtotal $83.25
DEPOSITORY SERVICES
CHECK DEPOSITED-ON US 420 $0.0200 $8.40
CHEOK DEPOSITED-TRANSIT 4,888 $0.0400 876.44
REMOTE DEPOSIT CAPTURE MAINT 1 $6,0000 $5.00
DEPOSIT CORRECTION 2 $0.0000 $0.00
CREDITS POSTED 307 $0,3600 $107.45
RETURN ITEM 8 $4.6000 $13.60
RETURN ITEM REDEPOSIT 5 30,7500, $3.75.
‘Subtotal $213.54
DISBURSEMENT SERVICES
CHECK CASHING NON-ACCT HOLDER 2 $2,000 $4,00
DELUXE 3RD PARTY PRINT SYCS- 1 $457.4300 $467.13
CHEGIC/ DEBIT POSTED 837 $0,000 $83.70
CHASE CONNECT SLTN CHKS POSTED 37, $0,0000 $0.00
IMAGING MAINTENANCE 1 $6,0000 $0,00
STOP PAYMENT - ELECTRONIC 4 $10,0000 $40.00
DATA DOWNLOAD 4 $20,0000 $80.00
(MAGE RETRIEVAL PER RETRIEVE, 3 $1.0000 $3,00
IMAGE RETRIEVAL >S1DAY. 6 6.0000 $30.00
‘Subtotal $367.03
INT REC & PAY - RECONCILE
REMITTANCE ASSOCIATION MAINT. 4 160.0000, $160.00
Subtotal $160.00
INT REC & PAY- REPORT

2 $40,000 $80.00

RECEIVABLES MAINT - ONLINE.

LONG TERM STORAGE - GHECK 7,907 90.0250 $197.68
LONG TERM STORAGE - DOCUMENT 8,895 $0.0250 $222,38
RECEIVABLES MAIN - REPORTS 6 $0,0000 $25.00
RECEIVABLES PRESENTMENT MAINT 1 $25,0000 $60,00
LONG TERM STORAGE - PAYMENT 559 $0.0300 $16.77
TRANSMISSION MAINT - DATA 1 $75,0000 $75.00
TRANSMISSION PER ITEM - DATA 46,940 $0.0250 $423.50
Subtotal $1,100.33

INTERNATIONAL SERVICES

DEPOSITED CHECK - CANADIAN 2 $0.0000 $0.00
Subtotal $0.00
JPMORGAN ACGESS

MONTHLY SERVICE 4 $40,0000 $40.00
ACCOUNTS REPORTED 7 $20.0600 $140.00,
TRANSACTIONS REPORTED - 90 DAY 2,267 $0.0500 $113.35
EXTENDED TRANSACTION DETAIL 7,759 $0.0000 $0.00
‘Subtotal $293.35
OTHER CHARGES AND CREDITS

MISCELLANEOUS SERVICES 1 $35.5600 $36.56
RESEARCH ADJUSTMENT DEBIT 4 $0.0000, $0.00
Subtotal $35.56
RECEIPTSTREAM/ENH REG SVCS

ED! ACCOUNT FEE 4 $50.0000 $50.00
‘Subtotal $50.00
REGONGILIATION SERVIGES

PAYEE NAME VERIFICATION 836 $0.0300 $25.08
POSTIVE PAY MAINTENANCE 4 $0.0008 $0.00
EXCEPTION ITEM 8 $1,0000 $8.00
PP NON RECON MAINTENANCE 4 $0.0000 $0.00
POS PAY WITHOUT RECON ITEMS 837 $0.0000 $0.00
CHECK EXCEPTION RETURN 3 $0.0000 $0.00
DATA ENTRY - MANUAL a $1.0000 $3.00
IMAGE CAPTURE PER ITEM a4t $0.0450 $12.62
‘Subtotal $48.70
SGANNABLE LOCKBOX

SNLB SCANNABLE [TEM 6,054 $0.1500 $1,043.10
SNLB OCR DOGUMENT hab) $0.0100 $77.11
SNLB OCR DOC IMAGE CAPTURE 7711 $0.0200 $184.22
SPECIAL IMAGE HANDLING 40 $0.2000 $2.00
SNLB BALANCING 7,907 $0,4000 $790.70
‘Subtotal $2,067.13
VAULT SERVICES

VAULT DEPOSIT 07 $1.0000 $307.00
VAULT DEPOSIT PER $1,000 68 $0.6500 $44.20
VAULT BEPOSIT RECEIPT MARERS 2 $0.0000 $0.00
VAULT NOTES DEPOSITED 3,528 $0.0000 $0.00
VAULT DEPOSIT ROLLED COIN 40 $0.0600 $0.60
VAULT ORDER COIN ROLLS 46 $0.1000 $1.60
VAULT STANDARD ORDERS 2 $2.0000 $4.00
VAULT ORDER CURRENCY STD STRAP 6 $0.3500 $2.10
VAULT ORDER CURR NON STD STRAP 201 $0.0250 $5.03
VAULT DEPOSIT ADJUSTMENT 2 $1.0000 $2.00
Subtotal $366.53
WHOLESALE LOCKBOX

LOCKBOX - MAINT 1 $75.0000 $75.00
WHOLESALE ITEM 953 $0,2400 $200.13
UNPROCESSABLE ITEM 7 $0.2000 $4.40
NO CHECK {TEM 16 $0.2000 $3.00
CHECK CLEARING 7,907 $0.0860 $632.56
INCOMING COURIER PACKAGE 2 $20,0000 $40.00
CASH PROCESSING 1 $10.0000 $10.00
CHECK MICR CAPTURE 7,907 $0.0100 $79.07
DATA CAPTURE 22,345 $0.0080 $178.76
PAPER DELIVERY PREP 7 $0.2000 $1.40
POSTAGE 7 $0.4229 $2.96
DOCUMENT IMAGE CAPTURE 4tat $0.1000 $118.10
DEPOSIT PREPARATION 30 $1.0000 $30.00
ONLINE DECISION MGR MAINT. 4 $50.0000 $50.00
Subtotal $1,422.38
WIRE - U.S,

FW SURCHARGE $16 MILLION+ D/C 1 $0.4400 $0.14
ELECTRONIC FED DEBIT S/T 3 $7.0000 $21.00
REPETITIVE INSTRUCTION STORAGE 18 $0.0000 $0.00
FED TRANSFER FEE 7 $0.0000 $0.00
FED CREDIT S/T 4 $2.0000 $8.00
ADVICE - NOT CHARGE 7 $0.0000 $0.00

‘Subtotal

$29.14

ae Retinated Tolal. Charge for Services:

Pro forma Notes, Assumptions & Disclaimers

* Volumes and Balancas on this Pro Forma are esiimaled. Actual volumes
and balances may be different, which will result In different charges than
are specified above.

* Denotes Service 1s a one-time charge and will nat appear on customer
stalement on @ monthly basis.

Additonal Pricing Detal

STATEMENT CYCLES 1010
Unit Price: T 9.0005
Hered
Volume] Piice|
Ba 5,6060}
STATEMENT CYCLES - ENHANCED 1016
Unit Price I 0,000
Tered
Volumal Price]
2+] 7.6000

Pro Forma Analysis
Aprit 2024

Customer: CITY OF CHANDLER:

JPMorgan

ECR Rele: 0,1800%

Service Analysis*

Unit
Service Description Price__ Prior Unit Price
AGCOUNT SERVICES
ACCOUNT MAINTENANCE $5,0000
STATEMENT CYCLES $0,0000
STATEMENT CYCLES - ENHANCED $9,000
ARP PAID ITEM RETURN CREDIT $0,0000
POST NO CHECKS MAINTENANCE $0,000
CREDIT POSTED- ELECTRONIC. $0.1600 $0,0000
DEBIT POSTED - ELECTRONIC $0.1000 $0,0000
CASH CONCENTRATION MAINTMASTER $0,0000
CASH GONCENTRATION MAINT SUB. $16,0000
Subtotal
AUTOMATED CLEARING HOUSE
GREOIT RECENVED $0.1000 $0.0000
DEBIT RECEIVED $0,1000 $0.0000
RETURN ITEM $1.7600
NOTIFICATION OF CHANGE $1,0000
RETURN NOTIFICATION ~ ONLINE: 30.0000 :
NOTIF OF CHANGE - ONLINE $0,0000
ELOGKBOX FILE PROCESSING $10,0000
CREDIT ORIGINATED - SPM ACCESS. $0,0400
DEBIT ORIGINATED - JPM ACCESS $0.0400
JPM AGCESS ACH MAINTENANCE $40.0000
ELOCKBOX RETURN - ELECTRONIC $0,0000
ELOCKBOX NOG - ELECTRONIC $0,0000
AOQDENDA RECORD ORIGINATED $0.0300
TRANSACTION BLOCK MAINTENANCE $7.6000
ACH TRANS BLOCK AUTHORIZED ID. $0.6000
ELOCGKBOX MAINTENANCE $0,0000
BLOCKHOX TRANSACTION RECEIVED $0.0400
ELOCKBOX TRANSACTION REFORMAT $0,0000
ELOCKBOX TRN REPAIR MAINT $96,0000
ELOCKBOX TRN REPAIR ITEM EDIT. $0.5000
‘Subtotal
BALANCE BASED CHARGES
BALANCE BASED CHARGES $4,798,8500
Subtotal
BANKING GENTER SERVICES
BRANCH CREDITS POSTED $4,2500 $0.9000
BRANCH ORDER CURRENCY STRAP $0,3500
BRANCH DEPOSIT IN NON STD BAG $2,0000
BRANCH ORDER PROCESSED $3,6000 $2,0000
NIGHT DROP CASH VERIFICATION $0,0008
TELLER LINE CASH VERIFICATION $0.01,
‘Subtotat
DEPOSITORY SERVICES
CHEGK DEPOSITED-ON US $0,0200
CHECK DEPOSITED-TRANSIT $0,0400
REMOTE OEPOSIT CAPTURE MAINT $5.0000
DEPOSIT CORRECTION $0,000
CREDITS POSTED $0,3500
RETURN ITEM $1.6000
RETURN ITEM REDEPOSIT. $0.7600
‘Subtotal
DISBURSEMENT SERVICES
CHECK CASHING NON-ACCT HOLDER $2.0000
DELUXE SRD PARTY PRINT SVC& $157,4300
CHECK / DEBIT POSTED $0.1000 $0,0880
CHASE CONNECT SLTN CHKS POSTED $0,0000
IMAGING MAINTENANCE $0,0000
STOP PAYMENT - ELECTRONIG $10,0000
DATA DOWNLOAD $20.0000
IMAGE RETRIEVAL PER RETRIEVE $1,0000
IMAGE RETRIEVAL >S1DAY $6.0000
‘Subtotal
INT REG & PAY- RECONCILE
REMITTANGE ASSOCIATION MAINT. $150,000

Subtotat

INT REC & PAY~ REPORT

RECEIVABLES MAINT - ONLINE: $40,0000
LONG TERM STORAGE - CHECK $0.0260
LONG TERM STORAGE - DOCUMENT $0,0260
RECEIVABLES MAIN - REPORTS $26,0000 $0,000
REGEIVABLES PRESENTMENT MAINT $80,0000 $25,0000
LONG TERM STORAGE - PAYMENT $0.0300
TRANSMISSION MAINT = DATA $76.0000
TRANSMISSION PER ITEM - DATA $0.0250
‘Subtotal

INTERNATIONAL SERVICES

DEPOSITED GHECK ~ CANADIAN $0,0000
‘Subtotal

JPMORGAN ACCESS

MONTHLY SERVICE $40,0000 55,0000
ACCOUNTS REPORTED $20,000 $25,0000
TRANSACTIONS REPORTED - 90 DAY $0,0500
EXTENDED TRANSACTION DETAIL $0.0000
Subtotal

OTHER CHARGES AND CREDITS:

MISCELLANEOUS SERVICES $36.6600
RESEARCH ADJUSTMENT DEBUT 30.0006
Suhtotal

RECEIPTSTREAMIENH REC SVCS:

EDLAGCOUNT FEE $50.c000,
Subtotal

REGONCILIATION SERVICES

PAYEE NAME VERIFICATION $0,0300
POSITIVE PAY MAINTENANCE $6,0000
EXCEPTION ITEM $1.0000
PP NON RECON MAINTENANCE $0,0000
POS PAY WITHOUT RECON ITEMS: $0,0000
CHECK EXCEPTION RETURN $0,0000
DATA ENTRY - MANUAL $1.0000
IMAGE CAPTURE PER ITEM 0.0150
Subtotal

SCANNABLE LOCKBOX

SNLB SGANNABLE ITEM $0,1800
SNLB OCR DOCUMENT $0,0100
SNLB OGR 006 IMAGE CAPTURE $0.0200
SPECIAL IMAGE HANDLING $0.2600
SNLB BALANCING $0.1000
Subtotat

VAULT SERVICES

VAULT DEPOSIT $1,0000 $0.9000
VAULT DEPOSIT PER $1,000 $0,6500 $0.4423
VAULT DEPOSIT RECEIPT MAILERS $0.0000
VAULT NOTES DEPOSITED $0,0000
VAULT DEPOSIT ROLLED COIN $0.0600
VAULT ORDER COIN ROLLS: $0,1000
VAULT STANDARD ORDERS $2.0000
VAULT ORDER GURRENCY STD STRAP $0.3600
VAULT ORDER CURR NON STD STRAP $0,0250
AULT DEPOSIT ADJUSTMENT $1.6000,
Subtotal

WHOLESALE LOCKBOX

LOCKBOX- MAINT $75,0000
WHOLESALE ITEM $0.2100
UNPROCESSABLE ITEM $0,2000
NO GHECK FEM $0,2000
GHEGK CLEARING $0,0600
INCOMING COURIER PACKAGE $20,0000.
CASH PROCESSING $10,0000
CHECK MICR CAPTURE $0.0100
DATA CAPTURE $0,0080
PAPER DELIVERY PREP 0.2000
POSTAGE $0.4229
DOCUMENT IMAGE CAPTURE $0.1000
DEPOSIT PREPARATION $4.0000
ONUNE DECISION MGR MAINT $50,0000
Subtotal

WIRE - U8,

FW SURCHARGE $10 MILLION+ DIG $0.1400
ELECTRONIC FEO DEBIT SIT $7,0000
REPETITIVE INSTRUCTION STORAGE $0.0000

FED TRANSFER FEE $0,0000

FED OREDIT S/T $2,000
ADVICE - NOT CHARGE. $0,0000
‘Subtotal

Pro forma Notes, Assumptions & Disclaimers

0} jeing Detal
STATEMENT GYGLES 1010
Unit Price T 670000
fered,
Volume] Fico;
eal 6.0000)
STATEMENT CYCLES - ENHANCED 1015
Unit Price I 06,0000}
Tlered
Volumal Prical
2a 7.6000]

* Volumias and Balances on this Pro Forma are estimated. Actual volumes
and balances may bs differant, which will rasultin different charges than are
specified above,

** Denotes Service [s a one-time charge and will not appear on customer
statement on a monthly basis,

Consolidated
Service Terms

J.P, Morgan Chase provides an array of treasury services to meet your business needs, This booklet
contains Important Information about J.P. Morgan Chase solutions that we provide. If you would like
to add a service that is covered in this booklet, please contact your Commercial Banking
Representative

TREASURY SERVICES (United States)
Commercial Bank

V4.9_41_ 3119

Welcome to JPMorgan Chase Bank, Natlonal Associaton (“U.P. Morgan”, “Chase”, or "Bank'}, We are pleased thal you have dacided to malntain a
banking relationship with us. This Consolidated Service Terms booklet (‘Booklet’) contains the terms and conditions for certain cash management
services ("Service Terms’) J.P. Morgan may provide to you. By executlng the Account Terms Acceptance Letter, Certificate Regarding Accounts,
Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after
receipt of this Booktet, you agree that the Service Terms included In this Booklet, in additton to the Account Terms and such supplements, amendments,
notices and additional service terms provided fo you from time to time will govern your existing and future deposit accounts malntalned with us, in
addition to those services that the Bank provides to you, as applicabla.

This Booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers, All Service Terms are subject to the Bank’s
Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, delettons, and/or additions, will not be binding
upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase, JPMorgan Chase Bank, NA, Is
organized under the laws of U.S.A, with limited Itabllity.

We look forward to serving your business needs and thank you again for choosing Chase.

SERVIGES FOR CUSTOMERS
A. ACH Ongination
B. ACH Transaction Blocking & ACH Transaction Review
CG. Lockbox
D, Coin & Currency
&. Positive Pay, Reverse Positive Pay and Payee Verification

F. Controlled Disbursements

G. Image Cash Letter

H. Cheek Print

I. AGH Tax Payment

J. Remote Capture Service Terms

K. Electronic Channels

Page 2 of 22

“Service Term onsolidated Service Terms Booklet

The services described herein (each a "Service") are subject fo the Bank's Account Terms (as may be amended from {ime to time), which are hereby
incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges thal It has received
and agreed to the Account Terms, as supplemented by these Service Terms. Capltalized terms In the Service Terms, unless otherwise defined herein,
shalt have the meanings set forth In the Account Terms

A. ACH ORIGINATION

The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use fo exchange and settle credit and debit transactions
on behalf of their clients or themselves. The orlgination of ACH Entrles and the fransmisston and issuance of related transactions and information wilt
be pursuant fo these terms and the Operating Rules and Guidelines (collectively the "Rules") of the Natlonal Automated Clearing House Association.
Capitalized terms used In this subpart, unless otherwise defined In this subpart shalt have the same meanings as set forth in the Rules. The Customer
and the Bank agree to comply with and be bound by the Rules as in effect from time to time, Including without Iimitation, the proviston making payment
ofa Credit Entry by an RDFi to the Recelver provisional until receipt by the RDF! of final settlement for such Credit Entry and the Customer acknowledges
that tt has received notlce of such rule and of the fact that if such selttament is not received, the RDF will be entitled to a refund fram the Recelver of
the amount credited and the Customer will not bs deemed fo have pald the Recelver the amount of such Credit Entry.

4. Service. Bank provides automated clearing house ("ACH’) origination services that will enable Customer to do one or more of the following:
« — orlginate ACH Debit Entries;
* — oflginate ACH Credit Entries; and

* — Instruct the Bank to Issue or transmit prenolificatlons, reversals, requests for return, notifications of change or other Information partaining to
the Entrles.

Origination of ACH Credit Entrles and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service doas
not automatically create the abliity to utillze the other. The Rules and these Service Terms shall apply to ail Entries, whether or not transmitted
through an ACH Operator.

it is Customer's responslbility to provide Entres and Instructions to Bank with all the necessary Information to complete Customer’s requested
transactions. Customer agrees {o transmil Entries to Bank in the manner, at the times and in accordance with approved media, content and format
as agreed by Bank and Customer. Bank may reject or delay processing fransactions or Information ff instructions are not complete or ara Inaccurate,
contaln an inactive Company ID or otherwise do not meet the crlterla Bank specifies for acceptance. All requests to Bank must be recelved by
Bank before Bank's established cut-off time in order for processing fo commence on that ACH processing day. Any request that Is incomplete or
that Bank finishes receiving after the relevant cut-off time wi be processed by Bank on the next day Bank processes ACH transactions. All
transactlons are subject fo acceptance by Bank. Bank will notify Customer of any transactions or other transmisstons that are rejected or returned.
If Customer wants Bank to re-process {hose {ransactions or transmissions, Customer must correct them and re-submit them. Customer agrees to
furnish Bank with coples of any authorizations or notifications, If requested, as well as any other information reasenably requested by Bank relating
fo Entrles originated by the Customer. Customer shall provide Bank's auditors and other personnel with reasonable access at all reasonable tlmes
to the Customers facilities, data and records relating to the Initiation of Entrles for the purpose of auditing Customer's compliance with these Service
. Terms and the Rules,

2. Security and Data Protection Procedures. All instructions recelved by Bank in Customar’s name are subject to verificatton pursuant to mutually
agreed security procedures. If Bank follows thosa procedures, Bank may process and transmit transactions or information in Gustomer’s name.
Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and/or encrypted using commercially reasonable
security technologles meeling standards acceptable to Bank, If Customer uses a securlly procedure other than as described above, Customer
acknowledges that Customer refused Bank's security procedure and chose another and Customer agrees to be bound by any transaction, whether
or hot authorized, Issued In Gustomer's name and accepted by Bank In compliance with the security procedure Customer chose. If Customer
alects nol to ulilize recommended message authentication and/or encryption technology, Customer assumes alll responsibllily for unauthorized
disclosure or unauthorized accass to Customer's data that occurs during transmission or while such data Is In storage. Customer shall not disciose
any Receiver’s. account number ar routing number to any third party for such third party's usa, directly or Indirectly, In Initiating a separate Debit.

3. Settlement and Exposure Limlfs. On the settlement date, Bank will credit Customer's account with Bank that Customer specifles for the total of:
« Customer's Debit Entries that Bank processed for settlement that day;
«  RCGs issued for deposit to Customer's account on that day; and

* any retumed or reversed Credlt Entries,

Page 3 of 22

Bank may delay the avaliabiilty of funds deposited into Customer's account by Deblt Entry or RCC until those transactlons cannot be reversed In
accordance with the Rules or applicable law.

Bank will debit Customer's account with Bank that Customer speclfles for the total of Credit Entries processed in Customer's name and for any
returned Debit Entries and RCCs, Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank
or otherwise prior te the settlement date, Bank also may require Customer to maintaln collateral with Bank in an amount Bank specifies.

Bank may from time to tIme establish or revise maximum dollar Hmits for the total value of all outstanding files of Credit Entles and/or Debit Entries
and RCCs that Bank will release on Gustomer’s behalf. Bank may change or cancel the limits at any time without prior natice fo Customer; although
Bank will try to notify Customer before Bank dogs that.

Warrantles; indemnity. Except as specliied below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant fo
the Rules. In the case of an Entry fo another account with Bank, warranties will be deemed to be given as of the time Bank first processes the
Entry. Customer will not be deemed te warrant the power of the Bank under applicable taw to comply with the requirements of the Rules or the
conformity of Entrles and other data Bank transmits to the fle specifications contained in the Rules. The Customer further represents, warrants
and covenants that (a) each Entry and RCC lt originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries
may not be initiated that violate the laws of the United States, (b) unless Customer has identified Itself to Bank as a Third Party Sender (as defined
In Sectlon 7) and obtained Bank's express consent to originale Entrles as a Third Parly Sender, Customer will not originate any Entrles, or use any
of its Company IDs to originate Entries, on behalf of third partles (including, without limitation, any affiliate of Customer), and (c) Customer will not ,
permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank's express consent fo do so.

Customer agrees to Indemnify Bank and Bank’s employees, officers, directors and agents, and hold ail of them harmless from and agalnst any and
all claims, demands, losses, [labiilttes or expenses {including altomeys' faes and costs) resuiling directly or Indirectly from (a) Customer's breach
of any warranly made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation,
stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof.

Bank shalt have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or
failure to process or credit or debit any such Entry.

Stop Payments; Reversals and Recalls; Rejections. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entrles
must be recaived by Bank in such time and manner as Bank specifles. Bank will process these transactlons In accordance with Bank's procedures
advised fo Customer. Any reversal or recall initlated by Bank fs subject to acceptance by the RDF. Instructions to reverse or recall an ACH Credit
Entry that are not Initlated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry;
Customer shall obtain authorization from the Recelver in accordance with the Rules for any such Debit Entry and all other terms of these Service
Terms applicable to Debit Entries shall apply. Entrles or other instructions may not he amended or modified.

if Customer originates Debit Entries fo an account or accounts at a financial Institution that is not a Participating Depository Financial institution In
the AGH system (such account hereafter called a “Non-ACH Eligible Account”), all such Deblt Entries will be rejected unless Customer subscribes
to a service, subject fo Bank's pHor consent, pursuant to which Bank will process each such Debit Entry to a Non-ACH Eligible Account by preparing
a remotely created check, as such term is defined in Federal Reserve Regulatlon CC (an “RGG"}, on the Customer's behalf. The RCC will be
drawn in the amount and on the Non-Eligible ACH Account of the individual or entity specified as the receiver in the Customer's instructions and
will be depasited fo tha Customer's designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If
the Customer Is using such service, the Customer hareby authorizes the Bank to create each RCC as described herein and the Customer warrants
to the Bank, with respect to each RCC, thal the person on whose account the RCC Is drawn authorized the Issuance of such RCC In the amount
and to the payee stated in the ROC, The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an
unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under thls Sectlon, The Bank shall not create or
process RCCs or other paper draits in lieu of ACH Debits under any circumstances other than for Non-ACH Eligible Accounts and only when the
Bank has consented to provide such service, even if the Customer Includes an instruction in its file for the Bank to otherwise originale an RCC or
paper draft.

Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to Issue Entries or other instructions,
handle returned Entries or perform other functions for and on Customer's behalf, if Bank accepts such Entries or other Instructions, Customer will
be bound by them. Customer Is responsibie for all actions taken or not taken by Customer's provider and Customer is responsible for all costs and
expenses of Customer's provider,

Third Party Sender. [f Customer Is a Third Parly Sender, as such term is hereafter defined, (a) Customer warrants thal the Originator has agreed
to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its
obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank harmless from and against any and all claims,
demands, losses, Ilabllities and expenses, including attomeys’ fees and costs, that result directly or Indirectly from the failure of the Originator to
perform its obligatlons as an Originator under the Rules; (c) Customer agrees to cooperate with Bank regarding any request for Information
concerning the identlty of any Originator; and (d) Customer represents, warrants and covenants that nelther these Service Terms nor anything
telated to the ACH Origination Services violates, contravenes or Is Inconsistent wtth any of the lerms, conditions or provisions of any agreement,
understanding or arrangement belween Customer and the Originator. Further, Bank will rely on Customer to evaluate the legitimacy of the
Originators and thelr transactions originated by Custemer and for ensuring that instructlons do nol involve illegal activitles, Customer must notify
Bank immediately if Customer suspects or become aware of any activity or transaction of an Originator that Customer believes may be of an Illegal
or illegitimate nature or that involves the proceeds of Iilegal activity or that was conducted, in part or whole, for the purpose of disgulsing the source
of funds, Bank will be entitled at any time upon notice to Customer to decilne to provide the ACH Origination Services, or terminate the provision

Page 4 of 22

9,

of AGH Origination Services, for any Originator on whose behalf are orlginating Entrles If Bank determines that there are excessive returns or
reversals of Entrles originated on behalf of such Originator or If Bank becomes aware of any Informatton indicating susplcious, fraudulent or Illegal
activity related to such Originator or for any other reason, As used heretn, "Third Parly Sender’ means an enilly that Is not an Originator, that has
authorized an ODF or another Third Parly Sender to transmit, for the account of the Third Party Sender or another Third Party Sender, (I) a credit
entry to the account of a Receiver in order to effect a payment from the Originator (Le., the third party on whose behalf the Third Parly Sender Is
transmitting the entry) to the Receiver, or (il) a debit entry to the account of a Recelver tn order to effect a payment from the Recelver to the
Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limation of the foregoing, Third Parly
Senders include U.S. regulated financial Institullons, brokers and other financlal intermediaries as well as any olher regulated or unregulated
payment processors that are customers of the Bank and use thelr accounts {o process payments for third parties (including affillates of the
Customer),

IAT Entries, If Customer Is originating Enirles that are required to be formatted under the Rules as IAT Entries, Customer will comply with all
applicable Rules relating thereto, and Customer will originate such Entites only through one of Bank's AGH origination channets that support IAT
origination. Some of Bank’s ACH originatton channels do not accommodate [AT Entiles; upon request, the Bank will advise Customer as to which
of Bank's ACH origination channels can be used for IAT origination.

Ifa foreign currency conversion Is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange
rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Dafa Instructions
and the time the transaction Is executed and/or reversed, returned or recalled. Any payment retums and/or reversals will be credited to Customer's
account in the curranoy In which Customer's account Is denominated, and Customer Is responsible for any rate fluctuations,

in the event of an erroneous or duplicate [AT Entry originated for payment to a recalving bank outside the United States, the rights of Bank and
Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the recelving bank’s
jurisdiction.

Customer acknowledges and agrees that IAT Entries may be delayed in processing or pasting due to the Bank's or RDF I's review of such Entries
for OFAC compliance. Further, Customer understands and acknowledges thal unlike PPD Credit Entrles, there is no requirament under the Rules.
that IAT Credit Entries thal are made avallable to an RDFI by Its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made
available to the Receiver at the opening of business on the Settlement date; cleared JAT Credit Entries must be made avallable no later than the
Selllament Date of the Entry, but funds are not required to be avallable at opening of business on the Seltlement Date.

Incorporation of Account Documentation; Termination, The provisions of the account documentation, Including terms and conditions governing
the operation of business accounts and services, are Incorporated Into these Service Terms by reference. By acknowledging or signing the
applicable account documentation or by using or continuing to use the ACH Originatfon Services, Customer agrees to these Service Terms. in
addition to Bank's termination rights under the aforementloned documentation, Bank shall have the right fo terminate or suspend these Service
Terms and the Services upon notice to Gustomer in the event of the Customer's breach of he Rules.

B. ACH TRANSACTION BLOCKING & ACH TRANSACTION REVIEW

AGH Transaction Blocking Is a Service that allows a Customer to block and return ACH debit and credit Entries originated fo the Customer’s account
with the Bank. ACH Transactlon Review allows the Gustomer to review ACH debit and credit Entries originated and posted to the Customer’s account
with the Bank and to instruct the Bank to return some or all of these transactlons.

1.

AGH Transaction Blocklng: 6

(a) Service. The Customer can select from a varlety of authorization or blocking criterla and advise the Bank in a manner and form acceptable
to the Bank. The Bank will raturn any blacked transaction indicating that the ACH debit was not authorized or that the ACH credit was refused.

(b) Company IDs. if the Customer elects an option that blocks or allows ACH debits or credits from specified companies, the Customer must
supply the Bank with the applicable ACH Company ID of the Originator as it appears on the Company/Batch Header Record, The Company
ID will be the sole criterion for blocking deblt and credit Entries (unless Customer has also set maximum dollar limlts) and Bank will have no
obligation to take any olher steps to determine the idently of the Originator. The Customer wil be solely responsible for obtalning the correct
Company ID for each such Originator.

The Customer understands that Company {Ds are not unique and that a Company ID may Identify more than one Originator, and one Originator
may have multiple Company IDs. The Customer understands that Company IDs are not a perfect filter and that transactions from Originators
may be blooked or allowed if the Originator uses a Company ID other than the one Customer Identifies. The Bank wili not ba rasponsible for
transactions blocked or allowed In accordance with the instructions the Customer provides for the Company ID.

(c) Transactions Not Affected by Blocking. ACH debit and credit blocks do not apply to certaln transactions, The following lypes of ACH-
related transactions will not be blocked:

+ debits or cradits to the Customer's account to offset any ACH credit or debit Entries originated by the Customer through Bank ;

Page 6 of 22

« reversals of previously recelved ACH credit or debit Entries;
« returns or reversals by the RDF] of ACH debtt or credit Entrles originated by the Customer through the Bank;
« Reclamation Entries (debits);

« debits or credits to the Customer's account inlilated by he Bank or Bank's agent or affiliate to correct processing errors, effect back
valuations, make other adjustments or, with respect to deblfs, for fees, charges or other amounts the Customer owes the Bank or Bank's
affiliates; and

+ debits or credits fo the Customer's account that the Bank posts pursuant fo its Internal procedures In order to comply with applicable law,
regulations or payment system rules or guidance,

2. ACH Transaction Review:

(a)

(b)

(©)

(@)

()

Service. Customer shall use filter criterla avatlable through the service fo select the types or categories of incoming ACH debit and/or credit
transactions it wishes to review or the Customer may elect to review aif Incoming ACH transactions subject to Section 2(d) below.

Review and Return Process. Based upon the filter criteria selected by the Customer, ACH transactions meeting that criterla will be made
available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are
posted fo the Customer's account, The details provided by the Bank for each Entry will include account number, dollar amount, company ID,
receivers name, standard entry class code and settlement date,

The Customer shall advise the Bank by means of an agreed upon transmission methad not later than the Bank's designated cut-off time on
the same day as transaction Information is made available of those transactions, If any, that are unauthorized and that the Customer wishes
to return. The Bank Is entilled to rely on any Instructions which It receives and which It reasonably believes to be genuine. The Bank shall
return all such transactions and make corresponding adjustmants to the Customer’s account to which the transactions had been postad. All
transactions reported fo the Customer as to which Bank does nol recelve a timely instruction from the Customer will remain posted or be
returned based on tha Transaction Review profile default decision setting established by the Customer.

AGH Transactions Not Subject to Review. The following types of ACH transactlons will not be made available for the Customer's review
and decisfoning:

« debits or credits ta the Customer's account to offset any ACH Entries orlglnated by the Customer through the Bank ;
* reversals of previously received ACH Entrles;

«returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank;

* Reclamation Entrles;

+ debits or credits to the Customer's account Initlated by the Bank or Bank's agent or affillate to correct processing errors, effect back
valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank or Bank's
affillates; and

« if the Customer is also subscribing to the ACH Transaction Blocking service, any transactions blocked and returned pursuant to that
service.

Certain Reviewed Transacttons Maybe Returned/Posted Desplte Instructions. Certain transactlons reviewed and approved by the
Customer may nevertheless be returned by the Bank, This will happen If (j) there are Insufficient funds In the Customer's account fo cover
the amount of an ACH debit or other charge, (fi) a stop payment was previously placed on the transaction, or (il) the Bank defermines the
transaction must be relurmed for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may
nevertheless be posted by the Bank; these Include ACH debits or credits to the Custamer’s account that the Bank posts pursuant to Its internat
procedures in order to comply with applicable taw, regulations or payment system rules or guidance,

GC, LocKBox

Lockbox Is a remittance processing Service offered fo customers to support thelr accounts receivables business needs. Through this service, the
Customer's remittance deposits are sent to a Post Office Box and pleked up by the Bank and delivered to or via courier for further processing and posting
to the Customer's deposit account,

Page 6 of 22

10.

Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post
Office Box while providing the Lockbox Service, Customers requiring Calter Saivice or Business Reply Mall Service for remittance collectlon must
obtain prlor approval from the Bank. Upon approval, the Customer will secure such services directly with the United Slates Postal Service (the
USPS") and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's
failure to pay the USPS for such services or any other actlon taken or not taken by USPS, Tha Bank may direct cllents to Include specific codes
or formats within (heir assigned address In order fo ensure mall is Identifted correctly. The Customer is responsible for ensuring their customers’
remittances are properly addressed In order to prevent delays in processing,

Deposit; Endorsement, The Bank will collect all mall delivered to the designated Post Office Box, and will open the mall, process the checks
eligible for this service (the “Items”) and credit the funds to the Customer account or process for collection the Items received, excep!: |} Items
which the Customer has instructed the Bank In writing, and the Bank has agreed not to process; fi) Items which the Bank belleves should receive
the Customer's special attention; Iii) tems for which the Customer Is not the payee, unless the Customer has provided proper authorization to
process for credit or collection of such Items; and {v) any other matter or merchandise received, The Bank will net process such excepted items or
other matters or merchandise, but will forward tham to the Gustomer unprocessed. The Bank assumes no responsibility for the Inadvertent
processing of Items excepted from processing. The Bank will process credit card payments as polnt of sale transactions, obtaining authorization
as required by applicable card rules; provided, however, the Bank will not place phone calls for authorizatton of referrals or process credit
transactions, The Bank shall not be deamed a merchant processor and shail not be lable for any data entry errors or any chargeback. The Bank
assumes no liability for any matter or merchandise recelved through the Post Office which Is not a depositable item, including cash, Any fallure by
the Bank to process an tlem alher than as provided herein does not constitute a fallure by the Bank to exercise ordinary care. The Customer shall
be flable to the Bank as a general endorser on all Items processed by the Bank.

Differing Amounts. If the amount of an Item written In words and figures differ, the Item will be processed for amount written in words, Ifthe Item
is accompanied by an involce or statement and the amount on tha statement matches the amount written in figures, and the Customer has
Tequasted, and the Bank has agreed, to process such Item for the amount writien in figures, the Item may be processed for the amount written in
figures. In the event the Bank processes the item for the amount written in figures, the Customer indemnifies the Bank for any clalm which may
arise from that action,

Forelgn Items. This Service is limited to items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks
have been deposited, such items shail be forwarded to Customer as unprocassable.

Returned items; Re-presentment. If any item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the
Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such clalms or for returned Items,
agalnst the Customer Account, regardiess of whether such debit causes an overdrait to the Customer Account. if, however, tha Bank has been
instructed In writing by the Customer to re-present Items which have been dishonored or returned to the Bank unpald for reasons other than account
closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves (he same rights to debit the Customer Account
should any such [tems remain unpaid after the re-prasentment.

Securlty for Imaged Items. The Bank has specified Securily Procedures for recelving and accessing Imaged Items, Imaged Documents and
lockbox transaction data, The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data
which are not requested or accessed in accordance with the Securlty Procedures. The Gustomer acknowledges that once a CD-ROM Is received,
or It has accessed Images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to
the Imaged Items, Imaged Documents and fockbox transaction data,

Image Option. If the Customer elects and this image option is avallable at the designated Bank processing location, the Bank will provide imagas
of the items ("Imaged Items") received together with Images of related documents ("Imaged Documents”), through the medla ("Delivery Medla")
and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material, including user
guldes, software Icenses and other terms in connection with the selection of this option.

Original Documents; image Storage. Unless the Bank has agreed otherwise, the Bank will Image all Items and assoclated remlftances and retain
otlginal documents on site for no tonger than 14 days. All original documents will be destroyed 14 days after processing, If the Customer uses the
Bank's Reglonal Retail Lockbox praduct, associated original documents are retained on site no fonger than 7 days. The Bank will store Imaged
llems for a period of seven (7) years from the date of the applicable transactlon regardless of any additlonal Imaging service requested by the
Customer. Ifthe Customer elects storage of imaged Documents, the Bank will store imaged Documents for a period of thirty (30) days (Short Term
Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction., per the Customer's selectlon If the Customer
elects to image and not store lmaged Dacuments with the Bank, such Images will be dellvered to the Customer via dally Direct image Transmission,

Accuracy; Leg|bllity. The Information delivered to the Customer through the Delivery Media will be the same as the information in the data entiy
file provided to the Customer for the applicable time period, if the dala entry file contains errors, those errors will also occur on the Dellvery Media.
The Bank will provide images that are as legible as possible glven the leglbilily of the underlying remittance documents and the selected Delivery
Media. The Bank has no ability or responsibility for the condition of the original remittance Items provided to the Bank, and if reserves the night to
review and approve sample remittance ltems for legibllity prior to providing this service, The Customer is responsible for reviewing Images obtalnad
through the Delivery Media and to promplty notlfy the Bank of any images that are not clear,

Disclosures. As between the Customer and the Customer's clients, If applicable, certain payments collected hereunder may be subject to varfous
cut-off times and payment deadlines (ihe “Disclosures’). The Customer acknowledges and agrees that the Bank has na duly to inquire as to the
content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or Impitcitly, regarding same, The
Customer is responsible for ensuring that the processing and payment cut-off times established by the Bank are in compliance with the Disclosures

Page 7 of 22

and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed
by the Bank belongs to the Customer or the Customer's clients.

D, Coin & CURRENCY

Coin and Currency Services, also referred to as Cash Vauit Services, provides coin and currency delivery and deposit services to companies that use
large quantittas ofcash, With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track actlvily by location
through electronic reporting options.

41. Cash Orders

14.

4.2.

1.3,

1.4,

1.6.

1.8.

47.

Placement of Gash Orders. The Customer may issue written Instructlons for the Bank to release United States coln and currency (“Cash"}
fo an armored courler service (the "Courier’) as designated by the Customer In accordance with the Bank's guidelines ("Cash Order’), The
Customer acknowledges that Cash Orders may be transmitted to the Bank only during such {ines as set forth in the guidelines. The Bank Is
authorized to debit the account of the Customer designated In the Cash Order for the amount set forth in the Cash Order. If the Bank has
agreed to such an arrangement, the Customer may also place a Gash Order directly at one of the Bank's branch locations by issulng a check
to debit the Customer's account at the Bank or as a “cash for cash” exchange. If there are Insufficient funds in the designated account, the
Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an
overdraft, or to debit any other account of the Customer at the Bank,

Gash Order Limits. The Bank and the Customer may agree te fimil the amount of Cash that may be delivered pursuant to a Cash Order
(‘Cash Limlt’),

Discrepancies for Gash Orders, Alf Cash Orders must be validated by the Customer within 24 hours of receipt. Ifa currency strap, coin bag
or wrapped coin discrepancy is identifled, the Customer may contact Cash Services Customer Support at 888-872-0517 to request a Cash
Order Cfalm Form, The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of
the Cash Order. Any claims post marked after the 48 hour period may be denled and the Customer wili have no right to refuse or receive an
adjustment after such time perlod,

Cancellations and Amendments. A Gash Order may be cancelled by the Customer telephonically, electronically or In writing by a person
the Bank reasonably believes to be authorized to act on behalf of the Customer and only If the cancellation Is recelved within a reasonable
time before the Cash Is dellvered to the Courler ("Cancellation’}, A Cash Order may only be amended telephonically and the Bank will not be
responsible for any change in a Cash Order it has received. Any attempt fo amend a Cash Order electronically may result in duplicate Cash
being delivered. ,

Notice of Rejection/Execution. If the Bank rejects a Cash Order request, It will promptly notlfy the Customer of the reason. The Bank wilt
notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after recelpt of notification of the execution
of a Cash Order the Customer notifies the Bank In writing that a Gash Order was unauthorized or otherwise unenforceable against tha
Customer, the Bank shall not be liable for executing the Gash Order as notified, including any loss of Interest.

Security Procedure. The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually
agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that Identify the Customer and the
jocation (collectively, “Codes”), The Customer agrees that use of the Codes constitutes a securily procedure for verifying the authenticity of
the Cash Order as belng that of fhe Customer (“Securlly Procedure’)... The Customer and the Bank will matntaln reasonable security and
control of the Codes. The Bank is not responsible or Ilable for detecting any error in the transmission or content of any Cash Order or
Cancellation and the Security Procedure is not intended to detect any such error. No agreament or Instruction of the Customer restricting
acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth In these Service Terms or in a writing signed by the
Customer and the Bank. These Security Procedures do not apply ta Cash Order requests made by the Customer al one of our branch locations
when the Customer Is making a “cash for cash” exchange or Issuing a check to deblt the Customer's account at the Bank.

Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its norma! course of
business at the Customer's store/office locations In the United States.

2 Gash Deposits

24.

Standard Courter Service. The Customer may deliver and pick up shipments of Gash or checks to or from the Bank by using the services
of a Courter that has been authorized by the Bank, who will act solely as the Customer's agent. The Courler must comply wlth the Bank's
guidelines, as amended from time to time, artd must malntaln alt licenses and permits required by law in addition to adequate insurance to
cover its Hlabllitles in providing courier services to the Customer. The Bank may refuse fo permit any courler to enter Its premtses with or
without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier,
Customer is responsible for any individual's actions while at the Bank's facllities including theft, property damage, intentlonat crimes and any
other act or omission even if such actlons would be considered outside the scope of thelr employment and whather the individual Is
impersonating an employee of the courler if the Bank has followed Its customary procedures for identifying the Individual.

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2.2

“2.3.

24,

2.8,

2.6.

2.7,

2.8.

2.9,

Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank's vault
focatlons, the Customer's Courier must deliver deposits in sealed tamper-proof plastic securily deposit bags that meet the standards
described In the Bank's guldalines and contain only Cash and checks. The bags may aiso contain food stamps if the Customer provides
proof satisfactory fo the Bank of the Customer's authority fo redeam food stamps. The Bank will open the bags and process the deposits.

(a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt Indicating the
number of bags it has received. This recelpt Is not an acknowledgment of the contents of any bag, nor is any telephonic or other
acknowledgment of a deposit of which the Customer nolifies the Bank by telephone or by electronic means,

(pb) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will
not verify the amount of the deposits at the time of recefpt but will provide the Customer with a recelpt showing the amount Indicated In
the Customer's deposit slip. This recelpt Is not an acknowledgment of the contents of any bag.

Gourler Service through the use of a Smart Safe or Recycler Machine, The Customer may use the services of a courler that has been
authorized by the Bank, who will act solaly as the Customer's agent. The courier must comply with the Bank's guidelines, as amended from
time fo time, and must maintain all licenses and permits required by taw in addltlon to adequate Insurance to cover ffs liabillties In providing
courler services, The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use
reasonable efforts to promptly notify the Customer. The Customer will receive Advance Credit only for Cash placed in Deposit Cassette (as
defined below) component of the machine. The Customer's courier Is authorized to transmit the Cash informatlon only with regard to the
Deposit Cassette component of the machine to the Bank on the Customer's behalf and the Bank, upon recelpt of stich data transmisston, wilt
provide provislonal credit to the Customer's designated account. The courter will detiver the Cash fo the Bank as directed by the Bank at the
Customer's expense. The Customer authorizes the Bank to Instruct the courler to pick up any Cash for which the Bank has given provisional
credit at any ime at the Customer's expense, For purpose of these Service Terms, “Deposit Cassette” Is the component of the machine
whereby the Gustomer places Cash Into such component and only the courier fs able to access such Gash once It is placed In the Deposit
Cassette.

Deposit Presentment and Processing through the use of a Smart Safe or Recycler MachIne. The Customer agrees that once the
Cash is In the Deposit Cassette component of the machine, the Customer no tonger has any ownership, control or rights with regard to the
physical Cash and that the Bank is authorized to rely upon the transmitted Information from the Customer's courier with regard ta depasils or
adjustments to the Customer's deposit account with the Bank, Once the Customer's courier has completed the verification of the Cash from
the Deposit Cassette component of the machine and has transmitted the depostt/adjustment Information to the Bank, the Cash fs then placed
into the Bank's Inventory at the courler’s locatlon. In the event of a dispute related to the amount credited to the Customer's deposit account,
the Customer will Jnitlate [ts claim and request for an Investigation with Its courter.

Discrepancles. Ali deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount
shown on the depostt slip prepared by the Customer, the receipt provided {o the Customer or its agent upon Initial presentment or the
transmission recelved from the courler on the Customer's behalf, the currency will be re-counted for discrepancles over the minimum amount
specified In the Gash Vault Services Product Guide, the “Threshold” amount, the Customer's rapresentative designated In the service
implomentatlon questionnaire will be notified of the adjustment, and an adjustment fee will be charged. ifthe discrepancy Is In the Threshold
amount or Jess, the Bank will not adjust the Customer's account, the Bank will retain the discrepancy amount, and no adjustment fee will be
charged, The Bank's determinatlon and records as lo {ts recelpt of any bag and as fo the contents of any bag Is conclusive and binding on
the Customer,

Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer’s account,
the Bank Is not responsible for any claimed contents of the bags. The Gustomer should not include anything In a bag other than Cash and
its deposit stip, and the Bank shall have no responsibility or lability if there Is any other property Included or claimed ta have been included
in a bag...

Delivery fo Unattended Faclilty. if the Bank agrees to allow the Customer to use one of the Bank's unattended facilitlas (Including but not
limited fo a night depository or commeralal ATM), (he Bank may provide the Customer with an access device (such as a key or card that may
require a personal Identification number ("PIN’). The Customer must return all access devices to the Bank upon request. The Bank will
process any deposits deliverad to an unatlended facility as provided for in the Bank's guidelines. if the Customer recelves a receipt from an
unattended facility, the receipt fs not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the
Customer's Courfer is physically present at one of the Bank's unattended facilities, the Customer [s a ticansee only and ihe Bank has no
responsibility for the safety of the Customer or its Courler while at such faciiily,

Liability at Unattended Faclllty. The Customer assumes alt risks of using any unattended facilities, Including risks of theft, robbery and
personal Injury; the Bank Is not responsible If a facllity falls te operate properly in any way, inctuding falling to open, close, lock or unlock. it
is the Customer's responsibilty to verify that Its bags have dropped down completely Into the facllily, and the Customer agrees that it will not
leave any bags In any facllity that does not appear to be operating properly. The Bank will not be liable to the Customer If any unattended
facllity, tele-entry or online system Is closed or otherwise unavailable for usa at any time.

Geographical Limitations of Gash Deposits, Cash Deposits must be delivered to the Bank by Customer's courler and fram Customer's

physical store/office focatlons in the United States, Cross-border cash deposits (le., cash brought into the Unlted States from outside the
United States) are strictly prohibited

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