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Ordinance No. 14,849
ORDINANCE NO. 14,849 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A DEPOSITORY SERVICES AGREEMENT WITH J.P. MORGAN CHASE BANK; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Depository Services Agreement with J.P. Morgan Chase Bank. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affinnative vote of the City Council of the City of Baytown this the 23rd day of September, 20 ON APE LLO, Mayor ATTEST: �4,O ge•QU 66�p•• , 1. � e6 e ANGELA CKSON, City u APPROVED AS TO FORM: (J ti KAREN.HORNER, City Attorney R:\Karen HomQrlDocumentslFiles\City Council\Oidinances12b211September 231DepositoryServicesAgreementOrdinanc.docx Exhibit "A" BANK DEPOSITORY CONTRACT THE STATE OF TEXAS COUNTY OF HARRIS This BANK DEPOSITORY CONTRACT is made and entered into on the date last herein written by and between CITY OF BAYTOWN, hereinafter called DEPOSITOR, and JPNIORGAN CHASE BANK. N.A. a national banking association, Texas, hereinafter called BANK. I. QUALITY OF SERVICE OF BANK BANK hereby expressly agrees that it has at the time of the execution of this agreement and shall have at all times throughout the term of the same adequate organization, facilities. equipment and personnel to provide prompt and efficient service to DEPOSITOR. Whether the service provided by BANK satisfies this article shall be determined by DEPOSITOR at its sole discretion. H. DESIGNATED BANK CONTACT PERSONNEL BANK shall provide a list of contact personnel of BANK to provide depository services to DEPOSITOR as more particularly described in the Request for Applications, which is attached hereto as Exhibit '`A. Additionally, BANK shall designate one officer of BANK who shall be responsible for overseeing DEPOSITOR's entire account and who shall serve as a liaison with DEPOSITOR's finance department. Should any contact personnel or officer designated pursuant to this article change at any time. DEPOSITOR shall promptly be assigned persons qualified to perform the duties of the previous personnel or officer and be notified of such change. III. DEPOSITORS EMPLOYEE CASH CHECKING PRIVILEGES BANK hereby agrees to cash without charge to DEPOSITOR or its employees all payroll checks issued to DEPOSITOR's employees drawn on BANK after proper identification is presented by DEPOSITOR'S employee, regardless of whether or not the employee has an account with BANK. Bank Depository Contract. Page 1 IV. SERVICES NECESSARY TO MAINTAIN DEPOSITOR'S CASH MANAGEMENT SYSTEM BANK shall provide the necessary services in order for DEPOSITOR to maintain its cash management system, as it currently exists or is hereinafter modified. Such system entails the following: l. All receipts, except for those for the Baytown Area Water Authority (BAWA) are credited to a single concentration account. 2. All disbursements are drawn as needed from the separate disbursement accounts (Payroll and Vendor) which are maintained at a Zero balance. 3. BANK shall make daily transfers from the concentration account into each of the disbursement accounts to cover the checks presented that day for payment. 4. Receipts for BAWA are credited to their respective accounts. 5. Bank agrees that City niay compensate Bank for the depository services with all eanlings c►•edit rate. This rate is a '`managed" rate and is subject to change. Earnings credits acc►•ue daily and are paid monthly on investable balances using a 365 day basis. V. MINIMUM SERVICES AND PRODUCTS The services and products listed below shall be provided by BANK to DEPOSITOR for the purposes expressed by BANK under the terms and conditions herein stated. Notwithstanding anything to the contrary herein, the service and products listed below are subject to the Bank's account terms and service terms (as amended from time to time, the "Account Terms"). To the extent the terms and conditions herein stated conflict with the Account Terms, the Account "Perms shall control. Concentration Account Account Description: DEPOSITOR requires and BANK will provide a cash concentration account into which all DEPOSITOR's receipts, except those for the BAWA account, will be deposited. The amount necessary to cover the checks presented in the zero balance accounts will be transferred from the concentration account on a daily basis. At the end of each day. the collected cash balance in the Bank Depository Contract,Page 2 concentration account will be automatically invested overnight at the "Overnight Investment Rate," as herein above defined. Deposits: DEPOSITOR will make deposits to the concentration account at various times during the business day and will require BANK to give same day credit on collectible funds BANK receives before 2:00 p.m. Deposits will not be encoded or sorted. BANK agrees to credit the concentration account for all checks in accordance with BANK's availability schedule, which is attached hereto as Exhibit"B"and incorporated herein for all intents and purposes. Monthly Statement: BANK shall provide printed and electronic bank statements for the concentration account on a monthly basis within five (5) business days from the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos and deposit tickets. Returned items: BANK shall automatically redeposit returned items a second time. Wire Transfers Out: BANK shall periodically wire funds out of the concentration account to various vendors, paying agents and brokers upon telephone or internet (JPMORGAN ACCESS ONLINE) instructions. BANK shall assign passwords or personal identification numbers to persons authorized by DEPOSITOR to make wire transfers. Wire transfers ordered by 2:00 p.m. and not received by the destination party by the close of the business day will be traced from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest or charges resulting from a failure to consummate a transfer. Wire Transfers In: BANK shall accept incoming wire transfer of funds for the sale of securities, interest payments and receipts from various governmental agencies, in accordance with the BANK'S Availability Schedule. Account Inquiry: In the event the JP MORGAN ACCESS ONLINE SERVICES is not available, BANK shall provide DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to inquire about the ledger and collected balance in the concentration account. Vendor Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all vendor disbursements will be paid. Checks: DEPOSITOR will provide the necessary check stock for this account. Bank Depository Contract,Page 3 Monthly Statement: BANK shall provide printed and electronic bank statements in an PDF file format for the vendor zero balance account on a monthly basis within five (5) business days after the end of the month. The monthly statements will include return of all canceled checks, debit and credit memos and deposit tickets. Stop Payments: BANK shall issue stop payments upon telephone or internet (JP MORGAN CHASE POSITIVE PAY) communication from authorized DEPOSITOR's personnel. If the stop payment is issued by telephone, DEPOSITOR will provide written confirmation of the telephone transaction, and BANK will send DEPOSITOR written confirmation of the stop payment. Payroll Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all semi-monthly DEPOSITOR payroll checks will be written. Checks: DEPOSITOR will provide the necessary check stock for this account. Monthly Statement: BANK will provide printed and electronic bank statements in an PDF file format for the vendor zero balance account on a monthly basis within five (5) business days after the end of each month. The monthly statements will include return of all canceled checks, debit and credit memos and deposit tickets. Stop Payments: BANK shall issue stop payments upon telephone or internet (JP MORGAN CHASE ACCESS) communication from authorized DEPOSITOR's personnel. If the stop payment is issued by telephone, DEPOSITOR will provide written confirmation of the telephone transaction and BANK will provide written confirmation of the stop payment. Baytown Area Water Authority (BAWA) Operating Account Account Description: DEPOSITOR requires and BANK will provide a BAWA Operating account into which DEPOSITOR's receipts for BAWA will be deposited. At the end of each day, the collected cash balance in the BAWA account will be automatically invested overnight at the "Overnight Investment Rate," as herein above defined. Deposits: DEPOSITOR will make deposits to the BAWA account at various times during the business day and will require BANK to give same day credit on collectible funds BANK receives before 2:00 p.m. Deposits will not be encoded or sorted. BANK agrees to credit the BAWA account for all checks in accordance Bank Depository Contract,Page 4 with BANK's availability schedule, which is attached hereto as Exhibit `B" and incorporated herein for all intents and purposes. Monthly Statement: BANK shall provide printed and electronic bank statements for the BAWA account on a monthly basis within five (5) business days after the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos and deposit tickets. Returned items: BANK shall automatically redeposit returned items a second time. Wire Transfers Out: BANK shall periodically wire funds out of the BAWA account to Concentration Account, various vendors, paying agents and brokers upon telephone or internet (JP MORGAN CHASE ACCESS) instructions. BANK shall assign passwords or personal identification numbers to persons authorized by DEPOSITOR to make wire transfers. Wire transfers ordered by 2:00 p.m. and not received by the destination party by the close of the business day will be traced from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest or charges resulting from a failure to consummate a transfer. Wire Transfers In: BANK shall accept incoming wire transfer of funds for the sale of securities, interest payments and receipts from various governmental agencies, in accordance with the BANK'S Availability Schedule Account Inquiry: In the event the JPMORGAN CHASE ACCESS SERVICE is not available, BANK shall provide DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to inquire about the ledger and collected balance in the BAWA Operating account. VI. INVESTMENT SERVICES/COLLATERAL REQUIREMENTS Securities Pledged: As security for the deposits of DEPOSITOR, BANK shall pledge to DEPOSITOR securities equal to the balances DEPOSITOR maintains in BANK, (plus accrued interest if any), less applicable FDIC coverage, plus applicable margin (gross-up), if any. Securities may be reduced with the written consent of the DEPOSITOR to the extent that such deposits exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation, provided, however, BANK shall not be required to obtain written consent from DEPOSITOR in the event this Agreement terminates, and BANK submits a request to the Federal Reserve Bank to close the joint-custody account and return the collateral to DEPOSITOR. Securities pledged for collateral, including certificates of deposit, demand deposits, and other evidences of deposit; and U. S. Treasury Bills, Notes, and Bonds with a remaining maturity of three (3) years or less Bank Depository Contract,Page 5 shall be collateralized at one hundred two percent (102%) of market value. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Chapter 105 of the Texas Local Government Code. DEPOSITOR will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Section 2256.009(a)(1) and (4) of the Public Funds Investment Act of 1989, as eligible investments. Additionally, U. S. Treasury securities shall be the primary securities accepted as collateral. These items constitute the only acceptable means of collateralizing DEPOSITOR's deposits. Repurchase agreements are not acceptable as collateral to DEPOSITOR. The securities must be held in safekeeping by the Federal Reserve Bank of New York. BANK has heretofore or will promptly hereafter deliver to the Federal Reserve Bank of New York, hereinafter referred to as safekeeping bank, collateral of the kind and character above-mentioned of sufficient amount and market value to provide adequate collateral for the funds of DEPOSITOR deposited with BANK. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by the safekeeping bank in trust so long as depository relationship between DEPOSITOR and BANK shall exist hereunder, and thereafter so long as deposits made by DEPOSITOR with BANK, or any portion thereof, shall have not been properly paid out by BANK to DEPOSITOR or on its order. Reporting Requirements: BANK shall provide DEPOSITOR a report of securities pledged on a monthly basis or at any time requested by the City Manager, Finance Director, Treasurer, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to DEPOSITOR by the tenth (10th) day of each month. Total pledged securities itemized by: Name Type/Description/Cusip Number Par Value Current Market Value Maturity Date Moody's and/or Standard & Poors' Ratings, if available Safekeeping Requirements: The securities pledged shall be held in safekeeping by a separate and different bank other than depository bank. The original copy of all safekeeping receipts shall be filed with the Finance Director of DEPOSITOR. DEPOSITOR will reimburse depository bank for safekeeping charges, if any. The safekeeping agreement and the name of the safekeeping bank used in this depository agreement is attached hereto as Exhibit "D", which is attached hereto and incorporated herein for all intents and purposes. Neither the safekeeping agreement nor the safekeeping bank shall be changed or replaced without the prior express written consent of the City Manager. Bank Depository Contract,Page 6 Collateral Substitutions: Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Director of Finance, Treasurer, or a designated representative; provided, however, the aggregate market value of all collateral pledged hereunder, shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with the safekeeping bank be less than the total sum of the DEPOSITOR's funds on deposit with said bank, BANK shall immediately deposit with the safekeeping bank such additional collateral as may be necessary to cause the market value of such collateral to equal the total amount of required collateral. The DEPOSITOR will inform the BANK of changes in the amount or activity of deposits, that may exceed the DEPOSITOR's collateral value, within a reasonable time before the change occurs. In the case of a reduction, BANK must provide in writing that collateral will be available when needed to meet normal DEPOSITOR balance increases throughout the year. DEPOSITOR will advise the BANK as to the acceptability of pledged collateral. Any state or local government bonds pledged must have a rating of at least A or A 1 or better by Moody's Investor Services or Standard & Poors Corporation. The safekeeping bank shall promptly forward to DEPOSITOR copies of safekeeping or trust receipts covering all such collateral held for BANK, including substitute collateral as provided for herein. Safekeeping/Wire Services: The third-party safekeeping bank must be a subscriber to the Federal Security Wire System. VII. OTHER REQUIRED SERVICES Account Analysis: DEPOSITOR requires that a monthly account analysis for each account be presented to DEPOSITOR within fifteen (15) business days of the end of the month. The account analysis must show at a minimum the following information: a. Account number, b. Period covered, C. Average ledger balance, d. Average collection balance, e. Services rendered (including type of service and quantity), f. Per unit cost of each service, g. Total cost per service, h. Total cost of all services rendered, i. Total required balances for services rendered, and j. Earnings credit amount. Bank Depository Contract,Page 7 Direct Deposit: BANK is required to produce bi-weekly payroll transfers from an PDF file furnished by DEPOSITOR in ACH format for transfer of funds directly to each of the DEPOSITOR'S employee's bank, savings and loan, or credit union account if such employee has subscribed to the automatic payroll deposit service offered by the DEPOSITOR. Direct Draft: BANK is required to produce direct drafts from DEPOSITOR customer accounts from an PDF file furnished by DEPOSITOR in ACH format for transfer of funds directly into the DEPOSITOR's Concentration Account. Positive Pay: BANK is required to provide positive pay service. Lockbox Service: BANK is required to provide lockbox services for utility billing payments. VIII. TERM DEPOSITOR, through action of its governing body, hereby designates BANK as a depository for the period beginning upon the execution of this Agreement by the City Manager and continuing through September 30. 2024, unless sooner terminated by DEPOSITOR or BANK, and may be extended under the same terms and conditions at the sole election of DEPOSITOR for a period of time not to exceed two one-year terms commencing after the expiration of the initial term. Nothing contained herein, however, shall obligate DEPOSITOR during the extension period to renew and/or relet a depository contract with BANK. IX. DESIGNATION OF DEPOSITOR'S AUTHORIZED PERSONNEL During the term of this depository contract, DEPOSITOR will, through appropriate action of its governing body, designate the officer or officers who individually or jointly will be authorized to represent and act on behalf of DEPOSITOR in any and all matters of every kind arising under this depository contract. X. BANK'S COMPENSATION BANK will be compensated for any and all services rendered to DEPOSITOR under this depository contract. DEPOSITOR will pay for all services rendered for all accounts except the BAWA account by debit to the Concentration account. DEPOSITOR will pay for services rendered for the BAWA account by debit to the respective BAWA account. The service cost to be reimbursed shall be taken directly from the required monthly account analysis. BANK will be compensated in accordance with the unit costs submitted by BANK in the Bid Form. Bank Depository Contract,Page 8 XI. BANK'S BREACH OF FAILURE TO PAY Should BANK fail at any time to pay and satisfy, when due any check, draft or voucher lawfully drawn against any deposit and the interest on such deposits or in any manner breach its contract with DEPOSITOR, DEPOSITOR shall give written notice of such failure or breach to BANK, and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within three (3) business days or should BANK be declared insolvent by a Federal bank regulatory agency, it shall be the duty of the safekeeping bank upon demand of DEPOSITOR (supported by proper evidence of any of the above-listed circumstances), to surrender the above-described collateral to DEPOSITOR. DEPOSITOR may sell all or any part of such collateral and out of the proceeds thereof pay DEPOSITOR all damages and losses sustained by it, together will all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to BANK for the remainder, if any, of said proceeds or collateral remaining unsold. Any sale of such collateral, or any part thereof, made by DEPOSITOR hereunder may be either at public or private sale; provided, however, it shall give to both the safekeeping bank and BANK two (2) hours notice of the time and place where such sale shall take place and such sale shall be to the highest bidder therefor for cash. DEPOSITOR and BANK shall have the right to bid at such sale. XII. TERMINATION DEPOSITOR shall have the right to terminate this Agreement prior to the expiration date by advance written notice to the other of its election to do so, and this Agreement shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided all provisions of this agreement have been fulfilled. However, DEPOSITOR may pursuant to article XI herein terminate this contract if BANK breaches this Agreement. A breach of this Agreement shall include, but not be limited to, (a) the failure, closure or forced reorganization of BANK during the term of this agreement or(b) the violation of any provision of this Agreement. XIII. RELEASE By this Agreement, the DEPOSITOR does not consent to litigation or suit, and the DEPOSITOR hereby expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or agreement, any charter, or applicable state law. Nothing herein shall be construed so as to limit or waive the DEPOSITOR's sovereign immunity. The BANK assumes full responsibility for its services performed hereunder and hereby releases, relinquishes and discharges the DEPOSITOR, its officers, agents, and employees from all claims, demands, and causes of action of every kind and character, Bank Depository Contract,Page 9 including the cost of defense thereof, that is caused by or alleged to be caused by, arising out of, or in connection with the BANK's services to be performed hereunder,. This release shall apply with respect to the BANK's services regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance, but shall have no effect on (a) DEPOSITOR's obligations under Article X (Bank's Compensation) or (b) BANK's ability to enforce its rights under said Article X. Notwithstanding anything contrary in this Agreement, including but not limited to the preceding paragraph of this Article XIII: a. Bank is entitled to rely upon, and will not incur liability to DEPOSITOR as a result of, acting in accordance with instructions that (i) BANK receives from DEPOSITOR regarding the services provided by BANK under this Agreement and (ii) are in accordance with any applicable security procedures that have been established pursuant to this Agreement or BANK's Account Terms. b. Neither DEPOSITOR nor BANK shall be liable for incidental, indirect, special, consequential, or punitive damages, regardless of the form of action and even if the party has been advised of the possibility of such damages. XIV. RELEASE OF SAFEKEEPING BANK BY DEPOSITOR When the relationship of DEPOSITOR and BANK shall have ceased to exist between DEPOSITOR and BANK, and when BANK shall have properly paid out all deposits of DEPOSITOR, it shall be the duty of DEPOSITOR to give the safekeeping bank certificates to that effect; whereupon the safekeeping bank shall with the approval of DEPOSITOR, redeliver to BANK all collateral then in its possession belonging to BANK taking this receipt therefor. An order in writing to said safekeeping bank by DEPOSITOR and a receipt for such collateral by BANK shall be a full and final release of the safekeeping bank of all duties and obligations undertaken by it by virtue of these presents. XV. SALE OF INTEREST BANK may not sell or assign all or part interest in this depository contract without the express written approval of the City Manager of such sale or assignment. DEPOSITOR may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of DEPOSITOR. Notwithstanding anything to the contrary herein, BANK may assign this Agreement without the prior written consent of DEPOSITOR to a successor in interest in connection with a merger, reorganization, Bank Depository Contract,Page 10 consolidation or a disposition of a particular business to which this Agreement relates, and may assign this Agreement to an affiliate or subsidiary. In the event of an assignment, BANK shall notify the DEPOSITOR and the DEPOSITOR shall have the right to terminate this Agreement. XVI. NOTICES All notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: BANK JPMorgan Chase Bank,N.A. Attn: Joanna Caudillo 712 Main Street, 9 Floor North Houston, TX 77002 Fax No. 281-582-3094 DEPOSITOR City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522-0424 Fax No. 281-420-6586 With copy to; City of Baytown Attn: Director of Finance P.O. Box 424 Baytown, TX 77522-0424 Fax No. 281-781-2477 XVII. NON-WAIVER Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Bank Depository Contract,Page I 1 XVIII. GOVERNING LAW; VENUE This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIX. SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. XX. NO RIGHT TO ARBITRATION Notwithstanding anything to the contrary contained in this Agreement, DEPOSITOR and BANK hereby agree that no claim or dispute between DEPOSITOR and BANK arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including but not limited to the Texas General Arbitration Act, provided that in the event that DEPOSITOR is subjected to an arbitration proceeding notwithstanding this provision, BANK consents to be joined in the arbitration proceeding if BANK's presence is required or requested by DEPOSITOR of complete relief to be recorded in the arbitration proceeding. XXI. ENTIRE CONTRACT; PRIORITY OF DOCUMENTATION This Agreement, which consists of this DEPOSITORY CONTRACT and the Exhibits hereto, contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. This Agreement may be amended (to provide for additional services or otherwise), assigned or subcontracted only by a document executed by both parties. Any attempt to amend, assign or subcontract this Agreement in violation of this subsection will be null and void. All Exhibits hereto are incorporated into and made part of this Agreement. In the event of any inconsistency among this DEPOSITORY CONTRACT and the Exhibits, they shall control in the following order of priority: Exhibit A—Request for Application and BANK Application Form Bank Depository Contract,Page 12 Exhibit B- Funds Availability Schedule Exhibit C- Commercial Account Agreement Exhibit D- Safekeeping Agreement Exhibit E- U.S. Cash Concentration Service Terms Exhibit F-Pledge Agreement Form & Instructions Exhibit G- Banking Resolution Exhibit H- Commercial Signature Card Exhibit I—Texas Government Code Verifications XXII. AMBIGUITY In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. XXIII. AUTHORITY The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the day of 2021, the date of execution by the City Manager of the City of Baytown. JPMorgan Chase Bank, N.A. (Signature) (Printed Name) (Title) CITY OF BAYTOWN Bank Depository Contract,Page 13 ATTEST: Angela Jackson, City Clerk APPROVED AS TO FORM: Karen L. Horner, City Attorney STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared in his capacity as of JPMorgan Chase Bank, N.A. on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this day of , 2021. Notary Public in and for the State of Texas R ITrevorlcontracts\]P MoroanTity of Baytown 2021 revised 2 O.doc Bank Depository Contract,Page 14 1 EXHIBIT "All 9.0.0 APPENDICES 9.1.0 ACKNOWLEDGEMENT OF RFA TERMS AND CONDITIONS HOW TO RESPOND TO THIS APPENDIX By submitting an Application, the Respondent, on behalf of itself and its Partners/Subcontractors acknowledges and agrees that: 1. RESPONDENT AUTHORIZATION: The signatories are authorized by the Respondent to make representations for the Respondent and to obligate the Respondent to perform the commitments contained in its Application. 2. RESPONDENT SELECTION: Based on Applications received for this Request for Applications (RFA), it is the intent of the City of Baytown to select for contract negotiations, the highest scoring and most responsive Respondent that best serves the needs of the City. This RFA does not in any way limit the City"s right to solicit contracts for similar or identical services if, in the City's sole and absolute discretion,it determines applications received are inadequate to satisfy its needs. 3. CONTRACT NEGOTIATIONS: The City of Baytown will select the highest scoring Respondent with whom the Finance Department staff will commence contract negotiations. If a satisfactory contract cannot be negotiated in a reasonable time with the selected Respondent,then the Finance Department,in its sole discretion, may terminate negotiations and begin contract negotiations with next highest scoring Respondent.The selection of any Respondent for contract negotiation shall not imply acceptance by the City of Baytown of all terms of the Application,which may be subject to further negotiation and approvals before the City may be legally bound thereby. 4. NO GUARANTEE OF WORK OR COMPENSATION:There is no guarantee of a minimal amount of work or compensation for any of the Respondents selected for contract negotiations. 5. COMPLIANCE WITH LAWS AND REGULATIONS: THE APPLICATION MUST COMPLY WITH ALL APPLICABLE FEDERAL,STATE, AND LOCAL LAWS. IN THE EVENT ANY GOVERNMENTAL RESTRICTIONS MAY BE IMPOSED WHICH WOULD NECESSITATE ALTERATION OF THE MATERIAL, QUALITY, WORKMANSHIP OR PERFORMANCE OF THE ITEMS OFFERED ON THIS APPLICATION PRIOR TO THEIR DELIVERY, IT SHALL BE THE RESPONSIBILITY OF THE SUCCESSFUL RESPONDENT TO NOTIFY THE CITY AT ONCE, INDICATING IN ITS LETTER THE SPECIFIC REGULATION WHICH REQUIRED SUCH ALTERATIONS.THE CITY RESERVES THE RIGHT TO ACCEPT ANY SUCH ALTERATIONS, INCLUDING ANY PRICE ADJUSTMENTS OCCASIONED THEREBY, OR TO CANCEL THE CONTRACT. 6. STAFFING:The key individuals listed and identified in the Application will be performing the work and will not be substituted with other personnel or reassigned to another project by the Respondent/Contractor without prior notification given to the City.The City shall have the right to review all staff assigned to provide services throughout the duration of the contract(s) negotiated under this RFA. 7. LEAD ROLE:The selected Respondent(s)will be expected to take the lead role in project management and staff coordination. Applications should factor this assumption into pricing. City of Baytown,Texas Request for Applications for Depository Services May,2021 2 8. CITY'S APPROVAL RIGHTS OVER SUBCONTRACTORS AND SUBCONTRACTOR PAYMENTS:THE CITY HAS APPROVAL RIGHTS OVER THE USE OF ALL SUBCONTRACTORS. RESPONDENTS MUST IDENTIFY ALL SUBCONTRACTORS IN THEIR APPLICATIONS. FURTHERMORE, EACH RESPONDENT UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT IF IT SUBCONTRACTS WITH A THIRD PARTY FOR SERVICES, THE RESPONDENT ACCEPTS RESPONSIBILITY FOR FULL AND PROMPT PAYMENT TO THE THIRD PARTY.ANY DISPUTE BETWEEN THE RESPONDENT AND THE THIRD PARTY, INCLUDING ANY PAYMENT DISPUTE,WILL BE PROMPTLY REMEDIED BY THE RESPONDENT.FAILURE TO PROMPTLY REMEDY OR TO MAKE PROMPT PAYMENTTO ATHIRD PARTY (SUBCONTRACTOR) MAY RESULT IN THE WITHHOLDING OF FUNDS FROM THE RESPODNENT BY THE CITY. Notwithstanding anything to the controry in these terms and conditions, for al/ purposes of this contract, "subcontract" shall refer to a third party or on agreement with such third party, if any and as applicable, engaged by Bank to specifically aid in the performance of its obligations under this contract, but shall not include ony third party engaged by Bank, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist Bank in its performance of services, on a common basis, for all or mast of its custorners utilizing such services,such latter category of third parties being referred to as Third Party Service Providers. Bank will obtain prior consent of the City 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 City or ony other party to its engagement of Third Party Service Providers. 9. CITY RESOURCES: The City will arrange for contractor's access to equipment and data as deemed appropriate by the City. 10. TERM OF COST AND WORK EFFORT ESTIMATE: SUBMISSION OF AN APPLICATION SIGNIFIES THAT THE PROPOSED SERVICES AND PRICES ARE VALID FOR FIVE (5) YEARS FROM THE CITY'S NOTICE OF INTENT TO AWARD A CONTRACT FROM THIS RFA AND THAT THE QUOTED PRICES ARE GENUINE AND NOT THE RESULT OF COLLUSION OR ANY OTHER ANTI-COMPETITIVE ACTIVITY. The City may award contract(s) based on applications received without discussion. A Respondent's initial cost and work effort estimate should, therefore, be based on the most favorable terms available.The City reserves the right to accept other than the lowest price offer and reject all applications that are not responsive to this RFA. 11. RELEASE OF LIABILITY: The Respondent hereby releases all individuals, entities and firms from all claims and losses that may arise from said individuals, entities or firms providing information, comments, or conclusions to inquiries that the City may make regarding the qualifications of any individual or firm seeking to be selected as a consultant or subcontractor in connection with this RFA. This release is freely given and will be applicable whether or not the responses by said individuals, entities or firms are accurate or not, or made willfully or negligently. 12. FINANCIAL RESPONSIBILITY FOR APPLICATION COSTS: The City accepts no financial responsibility for any costs incurred by a firm in responding to this RFA. Applications will become the property of the City and may be used by the City in any way deemed appropriate. 13. PROJECT TIMELINE:Actual contract periods may vary, depending upon service and project needs.Any Respondent selected for a contract must be available to commence work no later than thirty (30) days after commencing contract negotiations.This RFA provides the City with the ability to exercise options allowing for a total contract period of three (3) years plus two (2) one (1) year optional extension periods. It will be the responsibility of any Respondent selected for contract negotiations to disclose, before negotiations commence, any limitations that may impact its ability to complete work in accordance with anticipated City of Baytown, Texas Request for Applications for Depository Services May,2021 3 deliverables and timelines. I.P. Morgan agrees to execute a contract and any extension agreements that are mutually agreed to in writing by both parties. 14. OBJECTIONS TO RFA TERMS: Should a Respondent object on any ground to any provision or legal requirement set forth in this RFA,the Respondent must, not more than ten (10) calendar days after the RFA is issued, provide written notice to purchasing@baytown.org setting forth with specificity the grounds for the objection. The failure of a Respondent to object in the manner set forth in this paragraph shall constitute a complete and irrevocable waiver of any such objection. 15. EXCEPTIONS TO THIS RFA: All information requested in this RFA must be supplied. Respondents may clearly identify any exceptions to the RFA in this section and must provide a written explanation to include the scope of the exceptions,the ramifications of the exceptions for the City,and the description of the advantages or disadvantages to the City as a result of exceptions.The City, in its sole discretion,may reject any exceptions or specifications within the Application. Respondents may also provide supplemental information, if necessary, to assist the City in analyzing Applications. 16. ERRORS AND OMISSIONS IN RFA: Respondents are responsible for reviewing all portions of this RFA. Respondents are to promptly notify the Finance Department — Treasury Division, in writing, if the Respondent discovers any ambiguity, discrepancy, omission or other error in the RFA.Any such notification should be directed to the Finance Department—Treasury Division promptly after discovery, but in no event later than five(5)working days prior to the date for receipt of Applications. Modifications and clarifications will be made by addenda as provided below. 17. INQUIRIES AND COMMUNICATIONS REGARDING RFA: Inquiries regarding the RFA and all communications(excluding actual application submissions) including notifications related to,exceptions to,or of an intent to request written modification or clarification of, the RFA must be directed by e-mail (fax is not acceptable)to the following secure mailbox:purchasing@baytown.org 18. CHANGE NOTICES: The Finance Department — Treasury Division may modify the RFA, prior to the Application due date, by issuing written addenda. Addenda will be issued through QuestCDN to all applicants that are plan holders. Notwithstanding this provision, the Respondent shall be responsible for ensuring that its Application reflects any and all addenda issued by the City prior to the Application due date regardless of when the Application is submitted. Therefore, the City recommends that the Respondent contact the City at purchasing@baytown.org before submitting its Application to determine if the Respondent is aware of all addenda. 19. REVISION OF APPLICATION: Respondent may revise an Application on the Respondent's own initiative at any time before the deadline for Applications. The Respondent must submit the revised Application in the same manner as the original. A revised Application must be received on or before the Application due date. 20. CONFLICTS OF INTEREST: The successful Respondent will be required to agree to comply fully with and be bound by the applicable provisions of state and local laws related to conflicts of interest. The successful Respondent will be required to acknowledge that it is familiar with these laws; disclose on Form CIQ(included as Appendix 9.2.0 to this RFA), any person in your organization who has an employment or business relationship with an officer of the City of Baytown and, if no such relationship exists, note this by placing an "N/A" at the bottom of the sheet near the signature block; and agree to immediately notify the City if it becomes aware of any such fact during the term of the Contract. Bosed on Section 176.001 of the Texas Local Government Code, business relationships as defined in the code do not include a connection based up ' purchase or lease of goods or services from a person that is chartered by o state or federal agency and that is City of Baytown, Texas Request for Applications for Depository Services May,2021 4 subject to regular examination by, and reporting to, that agency."As JPNlorgan Chose Bank, N.A. is chartered by the Office of the Comptroller of Currency and subject to and reports to its federal banking regulators it is our understanding that we are not required to file the Conflict of Interest Questionnaire and will not provide the form. 21. PUBLIC INFORMATION: In accordance with Texas state law, contracts, contractors' bids, responses to solicitations and all other records of communications between City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded, except for trade secrets and confidential information which are clearly identified as such. Information provided which is covered by this paragraph will be made available to the public upon request. Proposer agrees to comply with the requirements of the Texas Public Information Act (the "Act"). In the event a request for public information is requested, and such information includes Proposers proposal information, Proposer may request an opinion from the Texas Attorney General pursuant to Section 552.305 of the Texas Government Code. Pronoser's submission of its Proposal without specific sections marked "Confidential", shall not deem its Proposal as non- proprietary or non-confidential, as such is not required by the Act. 22. RESERVATIONS OF RIGHTS BY THE CITY:The issuance of this RFA does not constitute an agreement by the City that any contract will actually be entered into by the City. The City of Baytown expressly reserves the right at any time to: A. Waive or correct any defect or informality in any Application, response,or response procedure; B. Reject any or all Applications; C. Reissue a Request for Qualifications or Request for Applications; D. Prior to submission deadline for Applications, modify all or any portion of the selection procedures, including deadlines for accepting Applications, the specifications or requirements for any materials, equipment or services to be provided under this RFA, or the requirements for contents or format of the Applications,or; E. Procure any materials, equipment or services specified in this RFA by any other means. 23. CERTIFICATION: EACH RESPONDENT HEREBY CERTIFIES THAT IT HAS CAREFULLY EXAMINED THIS REQUEST FOR APPLICATIONS AND DOCUMENTS ATTACHED HERETO FOR TERMS, CONDITIONS, SPECIFICATIONS, COVENANTS, REQUIREMENTS, SERVICES, ETC. AND THE RESPONDENT CERTIFIES THAT, UNLESS OTHERWISE PROVIDED IN ITS APPLICATION, IT UNDERSTANDS THE SERVICE TYPES REQUESTED,THAT THE RESPONDENT HAS KNOWLEDGE AND EXPERTISE TO PROVIDE THE SERVICE TYPES SUBMITTED FOR CONSIDERATION, AND THAT ITS APPLICATION IS BASED UPON THE TERMS, CONDITIONS, SPECIFICATIONS, SERVICES, AND REQUIREMENTS OF THIS RFA, A41) ATTACHMENTS, AND BANKS ACCOUNT TERMS AND SERVICE TERMS.BY ITS SIGNATURE ON THE APPLICATION TO THE RFA,THE RESPONDENT CERTIFIES THAT ITS APPLICATION IS MADE WITHOUT PRIOR UNDERSTANDING, AGREEMENT, OR CONNECTION WITH ANY CORPORATION, FIRM OR PERSON SUBMITTING AN APPLICATION FOR THE SAME MATERIALS, SUPPLIES, SERVICES,OR EQUIPMENT,AND IS IN ALL RESPECTS FAIR AND WITHOUT COLLUSION OR FRAUD, SO THAT ALL APPLICATIONS FOR THE PURCHASE WILL RESULT FROM FREE, OPEN AND COMPETITIVE PROPOSING AMONG ALL VENDORS. 24. NO WAIVER: NO WAIVER BY THE CITY OF ANY PROVISION OF THIS RFA SHALL BE IMPLIED FROM ANY FAILURE BY THE CITY TO RECOGNIZE OR TAKE ACTION ON ACCOUNT OF ANY FAILURE BY A RESPONDENT TO OBSERVE ANY PROVISION OF THIS RFA. FAILURE BY THE CITY TO OBJECT TO AN ERROR, OMISSION OR DEVIATION IN THE APPLICATION IN NO WAY WILL MODIFY THE RFA OR EXCUSE THE RESPONDENT FROM FULL COMPLIANCE WITH THE SPECIFICATIONS OF THE RFA OR ANY CONTRACT AWARDED PURSUANT TO THE RFA. City of Baytown, Texas Request for Applications for Depository services May.2021 5 25. ACCEPTANCE: SUBMISSION OF ANY APPLICATION INDICATES A RESPONDENT'S ACCEPTANCE OF THE CONDITIONS CONTAINED IN THIS RFA UNLESS CLEARLY AND SPECIFICALLY NOTED OTHERWISE IN THE APPLICATION. THE CITY OF BAYTOWN MAY DISCONTINUE ITS SELECTION, CONTRACT NEGOTIATIONS, OR CONTRACT AWARD PROCESSES WITH ANY RESPONDENT IF IT IS DETERMINED THAT THE RESPONDENT HAS NOT ACCEPTED THE RFA TERMS AND CONDITIONS CONTAINED HEREIN. 26. AFFIDAVIT OF OWNERSHIP OR CONTROL: THE SUCESSFUL RESPONDENT WILL BE REQUIRED TO SUBMIT A COMPLETED AFFIDAVIT OF OWNERSHIP OR CONTROL(INCLUDED AS APPENDIX 9.2.0 TO THIS RFA) TO THE CITY OF BAYTOWN. 27. CHAPTER 2271 VERIFICATION: THE SUCESSFUL RESPONDENT WILL BE REQUIRED TO SUBMIT A COMPLETED CHAPTER 2271 VERIFICATION (INCLUDED AS APPENDIX 9.3.0 TO THIS RFA) TO THE CITY OF BAYTOWN. 26. CERTIFICATE OF INTERESTED PARTIES: THE SUCESSFUL RESPONDENT WILL BE REQUIRED TO SUBMIT A COMPLETED FORM 1295 IN ACCORDANCE WITH CHAPTER 2252 OF THE TEXAS GOVERNMENT CODE. JPMORGAN CHASE BANK, N.A. IS EXEMPT FROM COMPLETING FORM 1295 — CERTIFICATE OF INTERESTED PARTIES. A COMPLETED FORM 1295 IS NOT REQUIRED FOR A CONTRACT WITH A PUBLICLY TRADED BUSINESS ENTITY, INCLUDING A WHOLLY OWNED SUBSIDIARY OF THE BUSINESS ENTITY. THIS CHANGE IS EFFECTIVE FOR A CONTRACT ENTERED INTO ON OR AFTER JANUARY 1 2018 AS A PUBLICLY TRADED BUSINESS J.P. MORGAN IS EXEMPT FROM COMPLETING AND FILING FORM 1295. Each Respondent, as part of its Application, must submit this document signed by a representative(s) authorized by the Respondent to make representations for the Respondent and to obligate the Respondent to perform the commitments contained in its Application. The statements made herein are based upon information and belief, following due inquiry of other employees, officers, and agents of bidder that the undersigned deems appropriate under the circumstances. Acknowledged and Agreed: Signature Signature Joanna Caudillo Printed Name Printed Name Authorized Officer Title Title JPMorgan Chase Bank, N.A. Firm Name Firm Name Houston,TX City,State City,State (713) 216-4087 Phone Number Phone Number June 9, 2021 Date Date City of Baytown, Texas Request for Applications for Depository Services May,2021 9.2.0 AFFIDAVIT OF OWNERSHIP OR CONTROL Please see 9.2.0 Affidavit of Ownership or Control provided on the following pages. 9.2.0 AFFIDAVIT OF OWNERSHIP OR CONTROL 1 153 1 J P.Morgan 73 APPENDIX 9.2.0 INSTRUCTION: ENTITIES USING AN ASSUMED NAME SHOULD DISCLOSE SUCH FACT TO AVOID REJECTION OF THE AFFIDAVIT.THE FOLLOWING FORMAT IS RECOMMENDED:CORPORATE/LEGAL NAME DBA ASSUMED NAME. STATE OF TEXAS § § AFFIDAVIT OF OWNERSHIP OR CONTROL COUNTY OF HARRIS § BEFORE ME, the undersigned authority, on this day personally appeared Tyrus Brailey [FULL NAME] (hereinafter "Affiant"), Authorized Officer [STATE TITLE/CAPACITY WITH CONTRACTING ENTITY] of JPMorgan Chase Bank,N.A. [CONTRACTING ENTITY'S CORPORATE/LEGAL NAME] ("Contracting Entity"),who being by me duly sworn on oath stated as follows: 1. Affiant is authorized to give this affidavit and has personal knowledge of the facts and matters herein stated based on information and belief,following due inquiry of other employees and officers of the Bank, that the Authorized Officer deems necessary. 2. Contracting Entity seeks to do business with the City in connection with Depository Services Proposal RFA 21-0523 [DESCRIBE PROJECT OR MATTER] which is expected to be in an amount that exceeds$50,000. 3. The following information is submitted in connection with the application,submission or bid of Contracting Entity in connection with the above described project or matter. 4. Contracting Entity is organized as a business entity as noted below (check box as applicable). FOR PROFIT ENTITY: NON-PROFIT ENTITY: []SOLE PROPRIETORSHIP [] NON-PROFIT CORPORATION []CORPORATION [] UNINCORPORATED ASSN. [] PARTNERSHIP [] LIMITED PARTNERSHIP [)JOINT VENTURE [] LIMITED LIABILITY COMPANY [x] OTHER(Specify type in space below): JPMorgan Chase Bank,N.A.is a National Banking Association and the place of formation is the United States of America. S. The information shown below is true and correct for the Contracting Entity and all owners of 5%or more of the Contracting Entity and,where the Contracting Entity is a non-profit entity,the required information has been shown for each officer. [NOTE: IN ALL CASES, USE FULL NAMES,LOCAL BUSINESS AND RESIDENCE ADDRESSES AND TELEPHONE NUMBERS.DO NOT USE POST OFFICE BOXES FOR ANY ADDRESS. INCLUSION OF E-MAIL ADDRESSES IS OPTIONAL, BUT RECOMMENDED.ATTACH ADDITIONAL SHEETS AS NEEDED.] City of Baytown,Texas Request for Applications for Depository Services May,2021 74 Contracting Entity Name: JPMorgan Chase Bank,N.A. Business Address [NO./STREET] 1111 Polaris Parkway [CITY/STATE/ZIP CODE] Columbus,OH 43240 Telephone Number ( ) Email Address [OPTIONAL] Residence Address[NO./STREET) Not applicable(1) [CITY/STATE/ZIP CODE] Telephone Number[OPTIONAL] ( ) Email Address [OPTIONAL] (1)JPMorgan Chase Bank,N.A.is a national banking association whose main office is in the Ciry of Columbus,State of Ohio. S%or More Owners)/Officers of Non-Profit Corporation (IF NONE,STATE"NONE.") Name: JPMorgan Chase&Co.(holding company for JPMorgan Chase Bank, NA Business Address [NO./STREET] 383 Madison Avenue [CITY/STATE/ZIP CODE] New York, NY 10017 Telephone Number ( ) Email Address [OPTIONAL] Residence Address [NO./STREET] [CITY/STATE/ZIP CODE] Telephone Number[OPTIONAL]( ) Email Address [OPTIONAL] 6. Optional Information Contracting Entity and/or [NAME OF OWNER OR NON-PROFIT OFFICER] is actively protesting,challenging or appealing the accuracy and/or amount of taxes levied against City of Baytown, Texas Request for Applications for Depository Services May,2021 75 [CONTRACTING ENTITY,OWNER OR NON-PROFIT OFFICER]as follows: Name of Debtor: Type of Debt: Account Nos.: Case or File Nos.: Attorney/Agent Name: Attorney/Agent Phone No.: Delinquent Years/Months: Status of Appeal [DESCRIBE]: Affiant certifies that he or she is duly authorized to submit the above information on behalf of the Contracting Entity,that Affiant is associated with the Contracting Entity in the capacity noted above and has personal knowledge of the accuracy of the information provided herein, and that the information provided herein is true and correct to the best of Affiant's knowledge and belief,following due inquiry of other employees and officers of the Bonk, that the Authorized Officer deems necessary. E-SIGNED by Tyrus Brailey on 2021-06-04 15:14:52 CDT Affiant SWORN TO AND SUBSCRIBED before me this 4 day of JUNE 2021 (Seal) E-SIGNED by Nery Guzman-Ramirez NERYGUZMAN RAMIREZ on 2021-06-04 15:16:05 CDT Notary 10#12M72l3 MyCo meson Wres �. k9w(h 2021 Notary Public in and for the State of TEXAS NOTE: This affidavit constitutes a government record as defined by Section 37.01 of the Texas Penal Code. Submission of a false government record is punishable as provided in Section 37.10 of the Texas Penal Code. Attach additional pages if needed to supply the required names and addresses. This instrument was sworn before me by means of an interactive two-way audio and video communication.This notarial act was an online notarization. City of Baytown,Texas Request for Applications for Depository Services May,2021 EXHIBIT"B" J.PMorgan Availability Schedule J.P.Morgan Remote Deposit Capture-(VR-RDC) Availability Schedule Policy The funds availability of checks deposited is based on the financial institution where the check is drawn. The Federal Reserve banking system will not forward process any item over $99,999,999.99. J.P.Morgan may refuse to process such item or handle any such item as a collection item,with customer credit and availability deferred accordingly. Availability schedules may be changed without notification. Thrift and S&L routing transit numbers(RTs) receive the same availability as the corresponding RT range as listed in the schedule. Federal Reserve Bank and Federal Home Loan Bank RTs are assigned one day float. RTs will be returned if retired by the Federal Reserve Bank The information furnished herein by J.P.Morgan is CONFIDENTIAL and is distributed for the exclusive use in evaluating J.P.Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or disclosed in whole or part, to any other person or entity other than the recipient,or used for other purposes, without the prior written permission of J.P.Morgan. J.P.Morgan Remote Deposit Capture-(VR-RDC) Availability is shown in Current Day Cycle JPMC Nationwide On Us See"Summary"page 10:00 PM 0 100% JPMC Nationwide Controlled Disbursement See"Summary"page 10:00 PM 1 100% 0000-0020,0119,0800 Postal Money Orders 10:00 PM 1 100% 0000-0051 US Treasury 10:00 PM 1 100% 0000-9000 Savings Bonds 10:00 PM 1 100% All others Domestic Institutions 10:00 PM 1/2 95%/5% 'Deadlines are Eastern Standard Time CONFIDENTIAL ©2020 J.P.Morgan,All rights reserved. Summary 1PMC Nationwide On Us RTs 0210-0002 0440-0003 0750-0001 1130-0767 0210-0012 0519-0036 0830-0013 1221-0002 0211-0036 0610-9238 1020-0101 1232-7197 0212-0233 0654-0013 1030-0064 1240-0154 0212-0271 0710-0001 1070-8955 2631-8986 0212-7272 0710-0077 1110-0061 2670-8413 0213-0046 0710-7452 1110-0115 3222-7162 0214-1063 0711-0026 1119-2186 3250-7076 0223-0017 0720-0032 1119-9377 0280-0012 0740-0001 1130-0060 JPMC Nationwide CD RTs 0213-0937 0441-1544 0724-1292 0220-0084 0652-0475 0759-0272 0311-0026 0719-2322 1113-0088 J.P. Morgan TREASURY SERVICES Wholesale • • • • • . Accelerated Availability Schedule DALLAS, TEXAS Sorted by Transit Routing Number 02021 J.P.Morgan.All Rights Reserved.JPMorgan Chase Bank,N.A.Member FDIC.All services are subject to applicable laws and regulations and service terms.Not all products and services are available in all geographic areas.Eligibility,for particular products and services is subject to final determination by J.P.Morgan and or its affliateslsubsidiaries. J.P.Morgan is licensed under U.S.Patent Numbers 5,910,988 and 6,032,137, J.P.Morgan Accelerated Availability Schedule DALLAS,TEXAS Transit Routing Deadline Availability Fractional Availability Fractional Availability Fractional Number (Military Time) (Days) Availability (Days) Availability (Days) Availability 00000020 1200 0 100% 0 100% 0 100% 00000050 1200 0 100% 0 100% 0 100% 00000051 1200 0 100% 0 100% 0 100% 00000800 1200 0 100% 0 100% 0 100% 00009000 1200 0 100% 0 100% 0 100% 0110XXXX - —� 1600 1/2 88"/0/12% 0/1 88%/12% 112 88%112% 0111XXXX 1430 112 88%I12% 0/1 88%/12% 1/2 88 Old 12% 0112XXXX 1600 1/2 889/6/12% 0/1 88%/12% 112 889//12% 0113XXXX 1430 112 88%/12% ON 88%/12% 112 88%12% 0114XXXX 1430 112 88%/12% 0/1 88%/12% 1/2 880/./12% 0115XXXX 1430 112 88%/12% 0/1 88%/12% 1/2 88%/12% 0116XXXX 1430 1/2 88°/u/12% 0/1 88%/12% 1/2 88%/12% 0117XXXX _—1430 1/2 88°/./12% 0/1 88%/12% 1/2 88%/12%a 0118XXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 0119XXXX - 1600 1/2 —88%/12% 0/1 88%/12% 1/2 88%/12% 02100002 1600 0 100% 0 100% 0 100% 02100008 0330 0/1 68%/12% 0/i 88%/12% 0/1 889/6/12% 02100012 1600 0 100% 0 100% 0 100% 02100067 0330 0/1 88%/12% ! 0/1 88%/12% 0/1 88%/12% 02100103 0330 0/1 88%/12% 0/1 --88%/12% 0/1 88°/./12% 02100108 0330 0/1 88%/12% 0/1 88%/12% 0/1 889/6/12% 0210XXXX 1600 112 88%/12% 0/1 88%/12% 1/2 88%/12% 02110036 1600 0 100% 0 100% 0 100% 0211 XXXX 1430 112 889/6/12% 0/1 88%/12% 1/2 88%/12% 02120233 1600 0 100% 0 100% 0 100% 02120271 1600 0 100% 0 100% 0 100% 02127272 1600 0 100% 0 100% 0 100% 0212XXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 02130046 1600 0 100% 0 100% 0 100% 02130937 0300 0 100% 0 100/ 0 100% 0213XXXX 1600 — 1/2 88"/./12% 0/1 88%/12% 1/2 88%/12% 02141063 1600 0 100% 0 100% 0 100% 0214XXXX 1430 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 0215XXXX 1600 2 100% 1/2 88°/%/12% 2 100% 0216XXXX 1600 2 100% 1/2 88%/12% 2 100% 0219XXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 02200084 0300 0 100% 0 100% 0 100% 0220XXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 02230017 1600 0 100% 0 100% 0 100% 0223XXXX 1430 1/2 88%/12% 0/1 88%/12% 112 88%/12% 026OXXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 02800012 1600 0 100% 0 100%. 0 100% 0280XXXX 1600 1/2 88%/12% 0/1 88%0/12% 112 88%/12% 03100001 0330 0/1 88%/12% 0/1 880/./12% 0/1 88%A2% 03100003 0330 0/1 88%/12% 0/1 88%0/12% 0/1 889/6A2% 0310XXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 03110026 0300 0 100% 0 100% 0 100% 0311 XXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 0312XXXX 1430 ll2 889/6/12% 0/1 88%/12% 1/2 88%/12% 0313XXXX 1430 1/2 889/6/12% 0/1 88%/12% 112 88%/12% 0319XXXX _ — 1430 - - 112 880/./12% 0/1 88%/12% 112 88%/12% 0360XXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 0410XXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 0412XXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 04200031 0330 0/1 88%/12% l 88%/12% 0/1 88%112% 04200042 0330 0/1 88%/12% 0/1 88%/12% 0/1 88%/12% 0420XXXX 1600 1/2 88%/12% 0/1 88%/12% 112 88%/12% 0421XXXX --- 1430 ---- - 1/2 88%/12% li 0/1 880/6/12% 1/2 88%/12% 0422XXXX 1430 112 88%/12% 0/1 88%/12% 112 88%/12% 0423XXXX 1430 112 -- 88%/12% 0/1 88%/12% 1/2 88%/12% 04300009 0330 0/1 88%/12% 0/1 88%112% 0/1 889/6/12% 04300026 0330 0/1 88%/12% 0/1 880/6/12% 0/1 88%/12% 0430XXXX 1600 1/2 889/6/12% 0/1 880W12% 1/2 88%/12% 0432XXXX 1430 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 0433XXXX 1600 1/2 88%/12% 0/1 880/6/12% 112 88%/12% 0434XXXX 1430 1/2 88%112% 0/1 889/6/12% 1/2 88%/12% 04400002 0330 0/1 _ 88%112% 0/l 88%/12% 0/1 880/d12% 04400003 1600 0 100% 1 0 100% 0 100% 044OXXXX 1600 1/2 88%/12% 0/1 88%/12% 1/2 88%/12% 04411544 0300 0 100% 0 100% 0 100% 0441XXXX 1600 1/2 880/./12% 0/1 88%/12% 1/2 88%/12% 0442XXXX 1430 1/2 880/o/12% 0/1 88%/12% 1/2 88%/12% 0510XXXX 1600 1/2 88°/W12% 0/1 88%/12% 1/2 88%112% 0514XXXX 1600 1/2 880/o/12% j 0/1 88%/12% 1/2 - 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009L -� _ XXXXOIZE %ZL/%88 Z4 %Zl/%98 UO %ZL/%98 Z/l 009L XXXX£9LE %Zl/%88 ZIL %Zl%/88 L/O %ZL/%99 ZIL 0091 XXXX6b LE %Zl/%88 Z/L %Zl/%88 l/O %Zl/%99 Z/l 009E XXXXIbH %ZL/%89 L/O %ZL/%98 1/0 %Zl/%99 l/O 0£EO XXXX06LE %Zl/%88 L/O %Z1/%89 L/O %ZL/%99 L/O ONO XXXXLELE _...._..-------—_____ %ZL/%%98 L/O %ZL/%89 L/O %ZL/%89 L/O OEEO XXXXOEIE %OOL Z %UR/698 UO %OOl Z 009E XXXX£ZLE %ON Z %ZL/%98 L/O %001 Z 009L XXXXZZLE %ZL/%88 110 %ZL/%89 L/O %Z WAN L/0 OEEO XXXXOZL£ %OOL 0 %001 0 %OOL 0 ONO XXXX61LE %001 L %OOL 0 %OOl L 0091 XXXXELLE %OOL 0 %OOL 0 %OOL 0 OOZO XXXXZL LE %OOL 0 %OOl 0 %OOL 0 ONO XXXXIIIL£ %OOL 0 %OOl 0 %OOL 0 0£60 XXXXOILE %Zl/%88 Z/1 %ZL/%98 UO %U/0/o98 Z/L 0091 XXXXOLOE %ZLI%98 Z/l %ZL/%98 UO %ZU%88 Z/L 009L XXXX640£ %OOL Z %A/%99 ZIL %OOL Z 009L XXXXLbOE %ZL/%99 Z/l %ZL/0/088 l/0 %ZL/0/088 Z/l 009L XXXXObOE EXHIBIT "C" ACCOUI\IT TERMS v1.7_02_03_21 INTRODUCTION This document,as amended or supplemented by account addenda for each country in which the Accounts are held,(collectively,the"Account Terms") contains the general terms,conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer and supersedes all previous drafts,discussions and negotiations,whether oral or written,between them in connection with the opening of Accounts and receipt of Services. References to the"Bank"shall mean JPMorgan Chase Bank,N.A.,and any of its affiliates. References to the"Customer"shall mean the entity to which the Bank,as an independent contractor, provides Accounts and Services. All accounts subject to the Account Terms are,regardless of their location, referred to as "Accounts". References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to"Service Terms"shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms.Use of a Service constitutes acceptance of the relevant Service Terms.In addition to the Account Terms and Service Terms,the Accounts are subject to other Account-related documentation,including signature cards and application forms(the"Account Documentation"). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service,or create any form of security interest over such rights and obligations in an Account,without the prior written consent of the Bank.Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts or termination of Services. The Account Terms,Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms,Account Documentation or Service Terms. The Account Terms may be supplemented or amended as set forth in Section 17.6(Amendments:Supplement;Waivers)herein. 1. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely on any document or designation that identifies a person authorized to act on behalf of the Customer("Authorized Person")with respect to the Accounts and Services,until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank,and the Bank has had a reasonable opportunity to act on such notice.The Customer will provide a specimen signature for Authorized Persons in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank and,subject to any written limitation provided by the Customer and received and accepted by the Bank,is authorized on behalf of the Customer to:open,operate and close Accounts;overdraw Accounts as permitted by the Bank;appoint and remove Authorized Persons;execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation;execute guarantees,indemnities or other undertakings to the Bank in relation to guarantees,letters of credit or other financial transactions,or in relation to missing documents;draw,accept,endorse or discount checks,drafts,bills of exchange,notes and other financial instruments("Items"); receive materials related to security procedures;and give instructions("Instructions"), including requests and payment orders,by means other than the signing of an Item,with respect to any Account transaction. Without limitation,such Instructions may direct:(i)the payment,transfer or withdrawal of funds;(ii)the disposition of money,credits,items or property at any time held by the Bank for account of the Customer;(iii)the provision of access as described in Section 1.4(Third PartyAccess)and Section 2.1(Third Party Instructions) below;(iv)the provision of information regarding the Accounts;(v)any other transaction of the Customer with the Bank;or(vi)the amendment or cancellation of any prior Instruction. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens,or if the Customer issues Items with a facsimile signature on one or more occasions,the Bank is authorized to pay Items signed by facsimile signature(including computer generated signatures) if the actual or purported facsimile signature,regardless of how or by whom affixed,resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank(an"Access Request",and the third party designated in such form will be referred to as a"Third Party"). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account,and to access and receive balance and transaction information(including account statements,information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT message,and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1(Third Party Instructions)below.Subject to the Third Party's completion of documentation required by the Bank,the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank,and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation;such revocation shall be effective when the Bank has received such notice and has had a reasonable opportunity to act upon it. 2. Security Procedures; Confirmations. 2.1 Security Procedures Generally. When issuing Instructions,the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from time to time,including the procedures set forth herein,and shall be bound by such security procedures for use Page 1 of 9 of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer.A security procedure may require the use of algorithms or other codes,identifying words or numbers,encryption,call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of,and not to detect errors in, Instructions.The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure,shall be effective as that of the Customer,whether or not authorized. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile)funds transfer Instructions by telephonic call-back to an Authorized Person.The Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure for Instructions Received through Electronic Channels. If the Bank receives an Instruction in the name of the Customer by means of any of Bank's electronic channels, the Customer's SWIFT BIC codes, or other electronic channels through which the Bank has notified Customer that it will accept Instructions,then Bank may rely on authentication procedures established by such electronic channels as the security procedure. Any such Instruction shall be deemed to have been given by an Authorized Person and shall be effective as that of the Customer,whether or not authorized. By using an electronic channel to provide Instructions to the Bank,the Customer agrees that this security procedure is commercially reasonable for such Instructions. Security Procedure forThird Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party.Any Instruction that the Bank receives from the Third Party,the authenticity of which has been verified through such security procedure,shall be effective as that of the Customer,whether or not authorized,and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms.The Bank is authorized to act upon any Instructions received via any of the SWIFT BIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer,other than with respect to security procedures,chooses to confirm an Instruction,any confirmation must be clearly marked as a confirmation,and, if there is any discrepancy between an Instruction and a confirmation,the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions),the Bank may,at its option,confirm or clarify any request or Instruction using any means,even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification,it may decline to honor the Instruction. 3. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only and are subject to receipt of final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items,and deadlines to the extent permitted by applicable law or market practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and market practice of the jurisdictions in which the Items are handled for collection. The Bank is not responsible for actions or omissions of other banks,nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. For purposes of determining when an Item is sent to the Customer,the provision of an image of the Item or information identifying the Item(e.g.,Item number,amount,date of Item)is a sufficient substitute for the actual Item. 3.2 Availability of Funds;Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability policy and applicable law. If the Bank credits an Account:(i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank;or(ii)in reliance on a transaction which is subsequently returned,reversed,set aside or revoked,or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer,or if final settlement is not received by the Bank for any reason,then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred,even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing.If an Item is processed by the Bank on a collection basis,the Bank may defer credit to the relevant Account until it has received final,non-reversible,payment in accordance with applicable law and market practice. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account,in accordance with the Bank's usual procedures, including any Item that purports to be a substitute check.The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented,certified or accepted,or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection.The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item,and need make no more than one such determination. 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue,negotiation or endorsement or as to the disposition of proceeds,even if drawn,endorsed or payable to cash,bearer or the order of the signer or any Authorized Person or to a lender in payment of the signer's or Authorized Person's obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items(whether completed or blank)are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the Page 2 of 9 Bank. The Customer shall not issue Items that are post-dated,and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item. Further,the Customer shall not put any condition,restriction,or legend on any Item;and the Bank is not required to comply with any such condition,restriction or legend. 4.4 Electronic Processing;Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards,published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring,collecting,or paying Items not conforming to such specifications or standards,except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful misconduct. 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received,processed and transmitted only on the Bank's funds transfer business days,and within the Bank's established cut-off hours on such days. Instructions requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the cancellation or amendment Instruction.The Customer may reverse,amend,cancel or revoke any Instructions only with the consent of the Bank and,if applicable, the beneficiary's bank.The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank,and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer,other banks may deduct fees from the funds transfer.No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary,the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary,the beneficiary's bank or any intermediary bank included in a funds transfer Instruction,even if it identifies a person different from the beneficiary,the beneficiary's bank or intermediary bank identified by name. 5.4 Foreign Exchange. (a) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment in a currency(the"Non-Account Currency') other than the currency of the Account(the"Account Currency"),the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non-Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non-Account Currency.If the Bank receives a payment to the Account in a Non-Account Currency,the Bank is authorized to purchase the Non-Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the Non-Account Currency. (b) The applicable foreign exchange rate and spread for any of the foregoing transactions shall be determined by the Bank in its sole discretion and may differ from foreign exchange rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates or spreads at which the Bank otherwise enters into foreign exchange transactions on the relevant date. The Bank may generate additional profit or loss in connection with the Bank's execution of a foreign exchange transaction or management of its risk related thereto in addition to the applicable spread.Further,(i)the Bank may execute such foreign exchange transactions in such manner as the Bank determines in its sole discretion;and(ii)the Bank may manage the associated risks of the Bank's own position in the market in a manner it deems appropriate without regard to the impact of such activities on the Customer. Any such foreign exchange transaction will be between the Bank and the Customer as principals,and the Bank will not be acting as agent or fiduciary for the Customer. (c) Notwithstanding any prior action or course of dealing,subject to applicable law,the Bank has no obligation to cancel,reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies.The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non-Account Currency if the draft is not presented for payment within one hundred eighty(180)calendar days after the date of issuance,and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread,and at such date and time,as the Bank determines in its sole discretion.Following such cancellation,the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. 6. Interest; Fees; Taxes. 6.1 Interest. The Bank may apply interest on balances in Accounts at rates determined by the Bank in its sole discretion,subject to any withholding or deduction for tax as required by applicable law(including the Foreign Account Tax Compliance Act("FATCA")). The Bank may deduct from the Accounts charges for early withdrawals,which may include a deduction from principal(if permitted or required by law). If the rate applied by the Bank is negative,the Customer may be required to make a negative rate payment, including on non-interest bearing Accounts,which the Bank shall be entitled to collect by debiting the Account. Page 3 of 9 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank,including transaction,maintenance, balance-deficiency,and service fees and other charges(collectively"Fees").The Bank may debit any Account for Fees and/or Taxes,even if such debit creates or increases an overdraft of the Account. References to"Taxes"shall mean any taxes(including value added taxes, sales taxes and similar taxes), levies,imposts,deductions,charges, stamp,transaction and other duties and withholdings(together with any related interest,penalties,fines,and expenses)in connection with the Fees,Accounts or Services(including payments or receipts to an Account)except if such Taxes are imposed on the overall net income of the Bank. (b) All payments(including Fees and interest on overdrafts)from the Customer to the Bank pursuant to the Account Terms,the Service Terms and any Account Documentation shall be in full,without set-off or counterclaim,and free of any withholding or deduction(collectively, a "Deduction")related to any tax or other claim,unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank,the Customer shall: (i) ensure that the Deduction is made; (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction;and (iv) deliver to the Bank,within thirty(30)days after it has made payment to the applicable authority,a certified copy of the original receipt issued by the authority,evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes.In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6,the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and,where required by applicable law,the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Tax Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation,and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. 7. Account Statements. The Bank will issue Account statements,confirmations,or advices("Account Statements")at the frequency and in the manner advised to the Customer from time to time.The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank,and reporting any irregularities to the Bank in writing,including any claim of unauthorized funds transfer activity.The Bank shall not be responsible for the Customer's reliance on balance,transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Electronic Account Statements,if applicable,shall be deemed to be received by the Customer when the Bank sends notice to the Customer that the Account Statement has been posted by electronic means(including by posting such Account Statement on a Bank website). 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft.Unless otherwise agreed in writing,the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft or to provide notice of any refusal to permit an overdraft,in each case notwithstanding any prior action or course of dealing. Any overdraft shall be immediately due and payable by the Customer to the Bank, unless otherwise agreed in writing. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding,at a rate determined by the Bank,up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law,interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and/or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft,the Bank may deduct applicable Fees and expenses from the Account without notice. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions,the Bank may choose the order in which it pays transactions,including the largest transaction first or any other order determined by the Bank,in its sole discretion. 9. Set Off; Security Interest. 9.1 Set-Off.The Bank may at any time,without prejudice to any other rights which it may have,and without prior notice or demand for payment, combine,consolidate or merge all or any of the Accounts of the Customer or may retain,apply or set off any money,deposits or balances held in,or standing to the credit of,any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. Page 4 of 9 9.2 Security Interest.The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank,in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Confidential Information; Agents; Consents. 10.1 Confidential Information. "Confidential Information"means and includes all non-public information regarding the Customer,its Accounts or the Services. The term Confidential Information does not include information which is or becomes publicly available by means other than the Bank's breach of this section,information the Bank develops independently without the use of Confidential Information,or information the Bank obtains from a third-party that is not reasonably known to have confidentiality obligations for such information. (a) The Bank will maintain Confidential Information in the same manner it maintains its own confidential information. (b) The Customer authorizes the Bank and its agents, employees, officers and directors and affiliates to use Confidential Information(i)to provide services to and administer the relationship with Customer,(ii)for any operational,credit or risk management purposes,(iii)for due diligence, verification or sanctions or transaction screening purposes, (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption, (v)to improve and develop products or services, including,but not limited to using data analytics,(vi)for compliance with any legal,regulatory or tax requirements or tax reporting or any industry standard,code of practice,or internal policies or(vii)with prior consent of the Customer. (c) In connection with the permitted uses set forth in subsection(b),the Customer authorizes the Bank and its agents,employees,officers and directors and affiliates to disclose Confidential Information to(i)any subcontractor,consultant,agent,or any other unaffiliated third party or service provider,including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties that the Bank reasonably believes is required in connection with the Services and provided that such parties are subject to equivalent confidentiality obligations; (ii)to the Bank's professional advisors,auditors or public accountants; (iii)the Bank's subsidiaries, affiliates and branches and their relevant parties as set forth in subsection(i)and(ii)herein;(iv)to a proposed assignee of the Bank's rights under the Account Documentation;and(v)with the consent of the Customer. (d) In addition to the foregoing,the Bank may use and disclose Confidential Information as required by(i)applicable law or courts of competent jurisdiction; (ii)governmental or regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over the Bank's or Customer's businesses;or(iii)to establish,exercise or defend claims,enforce legal rights,or satisfy the legal obligations of the Bank. (e) The Customer acknowledges that:(i)permitted disclosures of Confidential Information may be transmitted across national boundaries in the context of outsourcing arrangements and through networks,including networks owned and operated by third parties;and(ii)the Bank may process or store,or engage service providers to process or store Confidential Information on its behalf,both in its own premises and those of its services providers, located in, amongst others, the European Economic Area, the United States of America, India, the Philippines,Singapore,Hong Kong,Australia,China,Japan,Brazil,Mexico,Argentina,Colombia,Chile,South Africa,Russia and any other country where the Bank or such service providers conduct business. 10.2 Agents. The Bank may appoint or retain any agent(who may be any affiliate of the Bank or any unaffiliated third party)either at the Account location or outside,to perform data processing,collection and/or any other services in connection with the Accounts and Services. 10.3 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer(including Authorized Persons, users of the Bank's electronic access systems,officers and directors,employees, beneficial owners, and customers and persons on whose behalf the Customer is receiving or transmitting funds, issuing items or maintaining an Account), the Customer shall have obtained such consents as may be required by applicable law or agreement,for the Bank to process and use the information for purposes of providing the Accounts or Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank,its agents,employees,officers and directors,shall not be liable for any damage,loss,expense or liability of any nature which the Customer may suffer or incur, except to the extent of losses or expenses directly resulting from the gross negligence or willful misconduct of the Bank, its agents,employees,officers or directors. The Bank, its agents, employees,officers and directors shall not,in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits, loss of business or loss of goodwill), in each case,whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage,and regardless of whether the claim for loss or damage is made in negligence,gross negligence,for breach of contract or otherwise;provided,however,that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank,its agents,employees,officers or directors.Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any toss or damage,expense or liability of any nature to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God,act of governmental or other authority,de jure or de facto,legal constraint,civil or labor disturbance,fraud or forgery(other than on the part of the other party or its employees),war,terrorism, catastrophe,fire,flood or electrical,computer,mechanical or telecommunications failure or malfunction,including inability to obtain or interruption of communications facilities,or failure of any agent or correspondent,or unavailability or failure of or the effect of rules or operations of a payment or funds transfer system, including non-availability of appropriate foreign exchange or foreign currency, or any cause beyond its reasonable control. Page 5 of 9 12. Indemnity. The Customer indemnifies and holds the Bank,and its agents,employees,officers and directors,harmless from and against any and all claims, damages,demands,judgments,liabilities,losses,costs and expenses(including attorneys'fees)(collectively,"Losses")arising out of or resulting from:(i)the Bank's acceptance or execution of any request,direction or transaction in connection with any Account or any Service provided to the Customer,including Items and Instructions;or(ii)the Bank's payment of any taxes,interest or penalty otherwise due from the Customer paid on the Customer's behalf,or for which the Bank has no responsibility under the Account Terms,the Service Terms or any Account Documentation. Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence,willful misconduct or fraud. 13. Notices. 13.1 Notice to the Customer.All Account Terms,Service Terms,Account Documentation,notices and other documents may be delivered,made available and/or made accessible to the Customer by ordinary mail or courier at the address of the Customer provided to the Bank,or by facsimile transmission,electronic means and channels(including SWIFT message,emails and by posting on a Bank website)or by such other means as the Customer and the Bank may agree upon from time to time. 13.2 Notice to the Bank.Unless otherwise arranged,all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission,by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time.The Bank shall have a reasonable time to act on any notices received. 14. Termination. Either the Bank or the Customer may close an Account and/or terminate a Service: (a) by giving the other party not less than thirty(30)calendar days'prior written notice of intent to close or terminate,or (b) immediately upon written notice to the other party in the event of:(i)a breach of the Account Terms,Account Documentation or Service Terms by the other party;(ii)the other party's inability to meet its debts as they become due,receivership,administration,liquidation, or voluntary or involuntary bankruptcy;or the institution of any proceeding therefor,any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired;(iii)a determination by the terminating party,in its sole opinion,that termination is necessary or required by applicable legal,tax or regulatory requirements,or as a result of a court or regulatory agency order or proceeding;or(iv)a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies,provided however,that any closure and/or termination will be effective only after the Bank has had reasonable time to act on such notice. The Bank shall only be required to process requests or Instructions for transactions that the Bank reasonably estimates will be completed prior to the date of closure of the Account or termination of the relevant Service,but shall not be precluded from completing a request or Instruction received by it prior to the date of the closure or termination.Any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to,or on,such closing or termination,all of which shall continue in full force and effect.Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties).In the absence of Instructions from the Customer on transfer of monies standing to the credit of an Account that is being terminated,the Bank may issue a cashier's check and send it to the address of the Customer on the Bank's record. 15. Account Disclosures. 15.1 Rejection of Funds;Reversal of Erroneous Postings. (a)The Bank may return or refuse to accept all or any part of a deposit or credit to an Account,at any time,and will not be liable to the Customer for doing so,even if such action causes outstanding Items to be dishonored and returned,or payment orders to be rejected. (b)The Bank may reverse any transactions posted to the Account if it determines such posting was made in error and that Customer was not entitled to the funds posted. 15.2 Withdrawal.The Bank may refuse to allow withdrawals from Accounts,may block or suspend an Account,or perform any other function in certain circumstances, including where: (i) there appears to be a dispute relating to an Account, including disputes regarding the persons authorized to issue Instructions; (ii)as required by applicable law, legal process affecting the Account, or order of any relevant government regulatory,judicial or tax authority,including a levy or restraining notice;(iii)the Account is being used as collateral to secure indebtedness to the Bank or its affiliates;(iv)documentation requested by the Bank has not been presented;or(v)the Customer fails to pay its indebtedness to the Bank or its affiliates when due. 15.3 Payable Branch;Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account is held;however,payment may be suspended from time to time in order to comply with any applicable law,governmental decree or similar order,in any jurisdiction,for the time period affecting the Bank,its officers,employees,affiliates,subsidiaries, Page 6 of 9 agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and:(i)are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency;(ii)are subject to cross-border risks;and(iii)have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer,the Bank may from time to time receive commission,rebate or similar payments from other banks or third parties. 16. Governing Law and Procedure. 16.1 Governing Law.The Account Terms,the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the jurisdiction in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial;Limitation of Claims.The Customer and the Bank hereby knowingly,voluntarily and intentionally irrevocably waive,to the fullest extent permitted by applicable law,all right to,and will not seek,prejudgment interest and a trial by jury in any action,proceeding or counterclaim,of whatever type or nature,arising out of these Account Terms,the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service,unless a shorter period of time is expressly provided, must be brought against the Bank within two(2)years of the occurrence of the event giving rise to the claim. 16.3 Venue. In relation to each Account,the courts of the country,state or province in which the branch or affiliate of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and/or the Account and the Customer agrees to submit to the jurisdiction of such courts and waive any objection to venue or their convenience as a forum.This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country,state or province with jurisdiction including,to the extent allowed by law,concurrently in any number of countries,states or provinces. 17. Miscellaneous. 17.1 Languages. If the Account Terms,Account Documentation or Service Terms are translated into,or appear in a language other than English, the English language version shall control. 17.2 Successors and Assigns. The Account Terms,Service Terms and Account Documentation will be binding on each of the parties'successors, assigns and transferees. The parties agree that neither party may assign or transfer any of its rights or obligations under the Account Terms, Service Terms or Account Documentation without the prior written consent of the other party,which consent will not be unreasonably withheld or delayed; except that the Bank may assign or transfer the Account Terms, Service Terms and Account Documentation (a)to any affiliate or subsidiary of the Bank,or(b)in connection with a merger,reorganization or other restructuring involving the Bank or its business;upon notice to the Customer,and the Customer hereby consents to the same. 17.3 Order of Precedence. Any terms of any supplement,amendment,agreement,Service Terms or notice that are inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof.The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms,the Service Terms and any Account Documentation. References to Schedules,Sections,Subsections and Clauses are to Schedules,Sections,Subsections and Clauses of the Account Terms,the Service Terms and any Account Documentation.Words in the singular import the plural and vice versa. If any provision of the Account Terms,the Service Terms and any Account Documentation shall be held to be illegal,invalid,or unenforceable the validity of the remaining portions of the Account Terms the Service Terms and any Account Documentation shall not be affected. The term "including"shall in all cases mean"including without limitation"unless otherwise indicated. The term"affiliates"shall mean with respect to any entity,an entity,whether directly or indirectly,that controls,is controlled by,or is under common control with that entity. The term"applicable laws"or similar terms shall mean any law,statute,order,decree, rule, injunction,license, consent,approval, agreement,guideline,circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and with the Bank's policies notified to the Customer. The Bank is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions,including economic or financial sanctions or trade embargoes imposed,administered or enforced from time to time by the U.S.government,including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S.Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would,in the Bank's opinion,conflict with applicable law or market practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons,the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. The Bank may direct the Customer(a)to make changes to the activity in the Customer's Accounts,including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time,and(b)not to use the Accounts to send payments with certain characteristics. The Customer agrees to comply with such directions. Page 7 of 9 17.6 Amendments;Supplements;Waivers. All amendments must be in writing.The Account Terms may be amended or supplemented on notice to the Customer, including by terns contained in any Service Terms or Account Documentation. The Service Terns may be amended or supplemented on notice to the Customer. These amendments or supplements may impose restrictions on the Accounts and Services,as the Bank deems necessary in the course of its business,and will be effective on notice to the Customer or at such other time to be specified in the notice;provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card,Account application or similar document or by using or continuing to use any of the Accounts or Services,the Customer agrees to the Account Terms,the Account Documentation,Service Terns and any amendments or supplements,as applicable. The Bank may waive any of provision of these Account Terms,the Account Documentation or the Service Terms,but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms,the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms.The rights and remedies in the Account Terms,the Service Terms and any Account Documentation are cumulative and are not exclusive of any other rights or remedies provided by applicable law. 17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity(including sovereign, crown or similar immunity)for itself or its assets from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise),the Customer irrevocably waives and agrees not to claim such immunity against the Bank or its affiliates. 17.8 Internet Services;Notice of Claims. The Customer agrees at its sole expense:(i)to advise each of its employees,officers,agents or other persons accessing any Service by or on behalf of Customer("Users")of their obligations under the Account Terms,Account Documentation or under any Service Terms or ancillary Service material,including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank;and(ii)to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. To the extent permitted by applicable law,the Customer acknowledges that the Bank may record and monitor all electronic communications (e.g., telephone and email communication) for the purposes of ensuring compliance with the Bank's legal and regulatory obligations and the Bank's internal policies. The Customer shall notify and obtain their employee's consent to such recording and monitoring where required by applicable law. 17.10 Instructions. Instructions may be sent to the Bank using such means as the Bank may permit from time to time. All Instructions,whether Items,payment orders or otherwise,are subject to applicable laws,and rules,policies,operations and market practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies(paper, electronic or otherwise)of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures,or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos,and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright,patent,trademark and other intellectual property law. Except as provided herein,the Customer shall not reproduce,transmit,sell,display,distribute,establish any hyperlink to,provide access to,modify,or commercially exploit in whole or in part any part of a Service,without the prior written consent of the Bank. Further, Customer shall not make any public announcements(including interviews)or publish any promotional or marketing materials, publicity or press releases,customer listings,testimonials or advertising in relation to the Accounts or Services or the subject matter of these terms and conditions without obtaining the prior written approval of Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities,applicable law may require financial institutions to obtain,verify,and record information that identifies each person who opens an account. What this means for the Customer: when the Customer opens an Account,the Bank may ask for the Customer's name,address,date of birth(for natural persons), and/or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision,the Customer,to the extent required by applicable law, shall include any Authorized Person or signatory on an Account. Information. To fulfill the Bank's"know your customer'responsibilities,the Bank will request information from the Customer from time to time, inter alia, regarding the Customer's organization, business, Third Parties and, to the extent applicable, Authorized Persons and beneficial owner(s)of the Customer,the Customer's customers,and their beneficial owners,including relevant natural or legal persons,and the Customer shall procure and furnish the same to the Bank in a timely manner.The Bank may also request further information and/or documentation in connection with the provision of the Accounts or Services. Any information and/or documentation fumished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures,as applicable). The Customer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law,the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. The Customer will notify the Bank in writing if any Accounts or monies it holds or places with the Bank are subject to restrictions or otherwise held or received by the Customer in a capacity other than previously disclosed to the Bank,including monies being held for the benefit of third parties,whether as Page 8 of 9 fiduciary or otherwise,monies subject to encumbrances,monies received as intermediary,processor or payment service provider,or arising from undisclosed business or similar sources.The Bank may,at its sole discretion and subject to such further conditions as it may impose,including execution of further documentation in form and manner acceptable to the Bank, permit the holding of such Accounts or deposits or receipt of funds. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions. If the Customer fails to provide or consent to the provision of any information required by this Section,the Bank may close any Account or suspend or discontinue providing any Service without further notice. 17.14 Click-Thru and Electronic Signatures. The Bank may make Service Terms and Account Documentation available to the Customer via electronic means(including by posting on a Bank website or electronic signature platform).The Bank may request that an Authorized Person "click"or electronically sign to indicate the Customer's approval of such terms. The Customer agrees that the act of"clicking"its acceptance or applying its electronic signature(or any similar act which has the same effect)with respect to any such Service Terms or Account Documentation will be evidence of Customer's acceptance of such Service Terms and Account Documentation,to the same extent,and with the same force and effect,as if Customer had manually executed a written version of such Service Terms and Account Documentation. 18. Interpleader; Reimbursement. 18.1 Interpleader. The Bank may apply to an appropriate court for resolution of any dispute relating to the Customer's Accounts, including any dispute:(i)regarding the ownership of or entitlement to the funds;(ii)regarding the persons authorized to issue Instructions or act on behalf of the Customer; or(iii)by or amongst persons authorized to act or purportedly authorized to act on behalf of the Customer. If permitted by the court,the Bank may pay funds held by the Bank for the account of the Customer into the court pending resolution of such dispute. 18.2 Reimbursement.The Customer agrees to reimburse the Bank for any expenses,including its attorneys'fees and costs incurred in connection with the resolution of disputes(including interpleader proceedings)or in connection with the Bank's response to,any legal or regulatory process relating to an Account or the Services. 19. Provisional Recredit. In connection with any dispute regarding an Account,the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute.If the Bank determines that the Customer is not entitled to such credit,then,the Bank may reverse the provisional recredit to the Account,even if that reversal results in an overdraft. Page 9 of 9 EXHIBIT "C" ADDENDUM TO ACCOUNT TERMS VIA 1 07 22 20 UNITED STATES OF AMERICA Accounts maintained by the Customer with the Bank are subject to the Bank's Account Terms.This addendum("Addendum")amends or supplements the Account Terms with respect to Accounts maintained in the United States of America("U.S.")and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are provided. Capitalized terms used in this Addendum, and not otherwise defined, have the meanings set forth in the Account Terms.By using any Account maintained in the U.S.,the Customer acknowledges receipt of,and agrees to be bound by,the Account Terms which includes this Addendum,each as may be amended or supplemented from time to time. Section 2 of the Account Terms(Instructions;Security Procedures)is amended by adding the following provision: 2.3 The Customer represents and warrants to the Bank that the Customer has not requested funds transfer security procedures other than those expressly agreed by the Customer and the Bank. Section 3 of the Account Terms(Deposits)is amended by adding the following provisions: 3.4 Verification:Adiustments.Receipts issued by the Bank for deposits are based solely on the amounts stated in the deposit ticket.Credits for Items received for deposit or collection(whether or not accompanied by a deposit ticket)are subject to verification and the Bank's receipt of final payment of deposited Items.The Bank may make adjustments to the Account for any errors appearing on deposit tickets or occurring during processing or otherwise,but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items.The Bank may handle Items drawn on a non-U.S.bank or Items payable in a foreign currency on a collection basis, not for deposit,even if the Bank has received the Items in a deposit.The Customer may not receive provisional credit for such Items or, if provisional credit has been given,the Bank may revoke it.Credit for Items payable in a foreign currency will be converted into U.S.dollars at a foreign exchange rate and spread,and at such date and time,as the Bank determines in its discretion. 3.6 Endorsements.Endorsement must be placed on the back of Items only in the area within 1.5 inches from the trailing edge of the Item.The trailing edge of the Item is defined as the left-hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf,the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding.If the Customer encodes information on an Item,the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it is properly encoded and the Customer will be liable for losses related to encoding errors,including any loss due to delay in processing caused by an encoding error. 3.8 Return or Charge Back. The Customer should not use carrier documents(Items placed inside envelopes)in either high-speed forward or return cash letters.The Bank may charge the Account for Items returned unpaid to the Bank or for claims based on asserted unauthorized signatures,endorsements or alterations. 3.9 Collections.The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means.The Bank has no duty to inspect such Item during the deposit and collection process. 3.10 Variance.The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items,and to vary applicable deadlines,to the maximum extent permitted by applicable laws,and rules,policies,operations and practices of the applicable clearing or settlement systems or payment networks(collectively"Rules&Regulations"). 3.11 Substitute Checks.The Customer will not deposit any substitute checks(that are not returned Items)unless the Bank expressly agrees to accept such Items for deposit.In the absence of the Bank's express agreement,the Customer will be solely responsible for any loss or claim in connection with its use of substitute checks. 3.12 Night Deoository Deposits.The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a written acknowledgement of the deposit. The Bank's count of the amount deposited in a night depository will be conclusive.The Customer is solely responsible for any loss that may be incurred before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks.If the Customer deposits a remotely created check("RCC"),as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank,with respect to each RCC,that the person on whose account the RCC is drawn,authorized the issuance of such RCC in the amount and to the payee stated on the RCC.The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims,liabilities,costs and expenses(including attorneys'fees)resulting directly or indirectly from any breach of the foregoing warranty. 3.14 Electronically Created Items.The Customer should not deposit electronically-created items("ECIs")to its account,as such term is defined in Federal Reserve Regulation CC.ECIs are included in the definition of an Item.If the Customer does deposit an ECI,the Customer authorizes the Bank to debit the Customer's account for any claim,return or adjustment related to the ECI,and the Customer agrees to indemnify and Page 1 of 8 hold the Bank harmless from and against any claims,liabilities,costs and expenses(including attorneys'fees)resulting directly or indirectly from the Customer's deposit of the ECI. 3.15 ATM Cards.The Bank may issue one or more automated teller machine("ATM")cards("Cards")and personal identification numbers("PINs") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank,Customer agrees that Cards will be used only at ATMs owned by the Bank and Customer shall be liable for any transactions and fees resulting from the use of such Cards.The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank,in its sole discretion.The Bank may cancel any Card at any time and for any reason,and will notify Customer of such cancellation. The Customer agrees to obtain possession of and return to the Bank or destroy all cancelled Cards.If the Customer believes a Card or PIN has been lost or stolen,the Customer shall immediately contact the Bank's ATM call center.All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut-off time will be processed on the Bank's next business day. 3.16 Internet Gambling.The Customer agrees not to conduct any transactions through the Account that are directly or indirectly related to unlawful Internet gambling,including the acceptance or receipt of any funds or deposits in connection therewith.The term"unlawful Internet gambling," as used in this section,shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Section 4 of the Account Terms(Payment of Items)is hereby amended by adding the following provisions: 4.5 Cashing Items.The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a holder who is not a deposit customer of the Bank presents an Item drawn on the Account for cash,the Bank may refuse to cash the Item,or may charge the holder a fee for cashing the Item. 4.6 Signatures.If the Customer establishes an Account which purports to:(i)require two or more signatures on Items drawn on the Account, or (ii)limits the amount for which an Item can be issued,the Customer acknowledges that any such requirements are solely for the Customer's own internal control purposes.The Customer agrees that,provided that the Bank follows its usual and customary procedures for processing and paying Items,the Bank will not be liable for paying any Item(a)lacking the required number of signatures,or(b)in an amount exceeding the applicable limit. 4.7 Fraudulent Items.The Bank provides Services to which the Customer may subscribe,such as Positive Pay and Reverse Positive Pay,which are reasonably designed to prevent payment of unauthorized or altered Items.Customer agrees that failure to use such Services will constitute Customer negligence contributing to the making of an unauthorized signature or the alteration of an Item,and the Customer will assume the risk that Items paid against its Account may be unauthorized or altered. In that event,the Customer will be precluded from asserting any claims against the Bank for paying any unauthorized,altered,counterfeit or other fraudulent Items The Bank shall not be required to re-credit Customer's Account or otherwise have any liability for paying such Items to the extent such Services would likely have prevented such loss. 4.8 Obscured Endorsements.The Customer assumes responsibility for losses that the Customer or the Bank may incur as the result of processing delays caused by the Customer's:(i)issuance of an Item in such a manner that information,marks or bands on the back of the Item obscure endorsements;or(ii)placement of an endorsement on the back of the Item which obscures other endorsements. 4.9 Negotiation Outside of U.S. If an Item is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S.,the Customer shall be deemed to make,to the Bank,the transfer and presentment warranties under the Rules&Regulations,as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments.A stop payment Instruction from the Customer will be effective with respect to an Item if: (i)the Bank has a reasonable opportunity to act on such Instruction prior to its payment or encashment,which shall be at least one(1)full Business Day following the Business Day on which the Bank received the Instruction; and (ii)the Instruction is in the form required by the Bank, the information is complete and is delivered to the location designated by the Bank. For purposes of this Section,"Business Day"means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained.Stop payment Instructions,unless otherwise provided, will be valid for one(1)year and will automatically renew up to six(6)additional years unless the Bank receives Customer's revocation of a stop payment Instruction. The Customer may request,through the Bank's call center or other authorized representative,a non-renewable stop payment, which will be effective for a 180-day period. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request.The Customer acknowledges that a slop payment instruction does not limit or vary its obligation to pay the subject Item and,notwithstanding a stop payment instruction,the Bank may properly pay such an item to a person entitled to enforce it. Page 2 of 8 4.11 Standard of Care.Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if:the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee;the payee is a fictitious person;the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee;the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee;or the Customer or payee failed to act with ordinary care with respect to the Item.The Bank shall not be liable for any loss caused by the alteration or unauthorized signature or endorsement on any Item issued by the Customer,unless the Customer establishes that the Bank failed to handle the Item with ordinary care,and that such failure substantially contributed to the loss.If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon the extent to which their respective failures to exercise ordinary care contributed to the loss.The Bank may process any Item by electronic means and is not required to inspect the Item payed by automated payment processing. Section 5 of the Account Terms(Funds Transfer Instructions)is amended by adding the following provisions: 5.4 Foreign Exchange. (d) If the Bank accepts a funds transfer Instruction issued in the Customer's name for payment from its Account in the Account Currency to a beneficiary account the Bank determines is a Non Account Currency account,the Bank is authorized in its discretion to enter into a foreign exchange transaction to convert the Account Currency funds into an amount of the relevant Non-Account Currency of such beneficiary account and complete the funds transfer as provided in Section 5.4(a)above. 5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to issue a check as agent for the Customer in accordance with the Instruction. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment,such request must be clearly identified as a stop payment request, including the reference number given for the transaction,and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not presented for payment within one hundred eighty(180)days after issuance,the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 Credit Entries Received Through Automated Clearinq House(ACH)System. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account,or obtain a refund from the Customer,in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry.The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders.All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority/Timed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to execute such payment order in advance of the Customer's standard payment orders.If the Customer's payment order bears the codeword"TIMED"in such field as the Bank specifies,the Bank will endeavor,but will have no obligation,to process the payment order by the time requested by the Customer within the payment order.For"TIMED"payment orders,funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt,all payment orders are subject to the Bank's acceptance,and the Bank will have no liability for failure to process payments by the time requested by the Customer. 5.10 Real Time Payments. Payments received through the Real Time Payment System operated by The Clearing House Payments Company LLC("RTP System")will be processed pursuant to the RTP Operating Rules and any other applicable Rules&Regulations,to which the Customer agrees to be bound.If the Customer receives a payment through the RTP System on behalf of another person or entity,such other person or entity must be a resident of,or otherwise domiciled in the United States. In the further transmission of any such payments,the Customer agrees to comply with all applicable US laws and regulations,including,without limitation,those administered by the US Office of Foreign Assets Control. 5.11 Messaging Standards.To the extent there is any inconsistency between a fund transfer financial messaging standard and the governing law set forth in Section 16.1,the governing law set forth in Section 16.1 will govem. Section 6 of the Account Terms(Interest;Fees;Taxes)is amended by adding the following provisions: 6.4 Earnings Credit Account Analysis. The Customer may instruct the Bank to calculate and apply a credit(the"Earnings Credit") on eligible Accounts by calculating an earnings credit rate(the"ECR")to balances held in an Account(the"ECR Balance").The ECR and ECR Balance are set out in the Account Statements.The Bank,in its sole discretion,may establish a threshold on the ECR Balance(the"Threshold")and apply(a)ECR to the portion of the ECR Balance that is below the Threshold and(b)interest to the portion of the ECR Balance that is above the Threshold.The Earnings Credit calculated for each billing period will be applied by the Bank as an offset(the"ECR Application")against Fees actually incurred by the Customer during the same billing period for the use of certain of the Bank's products or services.Fees eligible for the ECR Application shall be determined by the Bank in its sole discretion.Any excess Earnings Credit remaining after the ECR Application expires immediately and will not be carried forward or backward in relation to the billing period in which the Fees are charged.If the Earnings Credit is insufficient to offset all Fees,the Customer remains responsible for paying all remaining Fees. Page 3 of 8 Section 7 of the Account Terms(Account Statements)is amended by adding the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all examinations and reports of Account activity including errors,as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer must notify the Bank in writing,within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of(i)the failure to receive the Account Statement,or(ii)any errors, unauthorized payments, charges, alterations,discrepancies or irregularities reported on the Account Statement("Errors").The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six(6) months after the date of the Account Statement on which the Item was reported to have been paid.The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error,and must provide all supporting evidence that the Bank requests. Failure to comply with the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above,the Bank is not required to reimburse the Customer for the Customer's claimed loss and the Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of six(6)or more months,the Bank is not required to provide an Account statement until additional activity occurs in the Account. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of twelve(12)or more months,the Customer may be unable to access the Account until the Customer contacts the Bank. 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account-related information ("Advices") to a party designated by the Customer,including information relating to credits and debits to a Customer account,and the return or rejection of certain payments. Advices may be sent via SWIFT,electronic mail,facsimile transmission,ordinary mail,telephone, through internet sites,or as otherwise agreed by the parties. The Customer is responsible for maintaining the accuracy of the information that is required for delivery of Advices, including the address, telephone and/or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 10 of the Account Terms(Agents;Information)is amended by replacing Section 10.3 with the following provision: 10.3 Offshoring. Certain services may be performed by Bank or any affiliate,including affiliates,branches or units located in any country in which Bank conducts business or has a service provider.The Customer authorizes Bank to transfer Customer information to such affiliates,branches or units at such locations as the Bank deems appropriate. Bank reserves the right to store, access, or view data in locations it deems appropriate for the services provided. Section 15 of the Account Terms(Account Disclosures)is amended by adding the following provisions: 15.5 Withdrawal Limitations on Certain Account Types. U.S. federal regulations limit the number of pre-authorized or automatic transfers or withdrawals or telephonictelectronic instructions(including check,draft,debit card or similar order payable to third parties)that can be made from a savings account(including a savings sub-account(as described below)and a money market deposit account)to a total of six(6)per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non-interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S.law to reserve the right to require at least seven(7)days'notice prior to a withdrawal from a savings account(including a savings sub-account)or an interest-bearing negotiable order of withdrawal account("NOW Account"). 15.6 NOW Accounts. The Customer,if eligible,may open a NOW Account.There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub-account. 15.7 Administrative Subaccounts.The Bank is authorized,for regulatory reporting and internal accounting purposes,to divide an Account:(i)in the case of a demand deposit checking Account,into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub-account;(ii)in the case of a NOW Account,into an interest bearing NOW sub-account and an interest bearing savings sub-account,and, in both cases,to transfer funds on a daily basis between these sub-accounts in accordance with U.S.law at no cost to the Customer.The Bank will record the sub-accounts and any transfers between them on the Bank's books and records only.The sub-accounts and any transfers between them will not affect the Account number,balance requirement or use of the Account,except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand deposit or NOW sub-account,which it may change at any time.To the extent funds in the demand deposit or NOW sub-account exceed the target balance,the excess will be transferred to the Customer's savings sub-account,unless the maximum number of transfers from the savings sub-account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub-account exceed the available balance in the demand deposit or NOW sub-account,funds from the Customer's savings sub-account will be transferred to the demand deposit or NOW sub-account up to the entire balance of available funds in the savings sub-account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub-account.If a sixth transfer is needed during a calendar month or statement cycle,it will be for the entire balance in the Customer's savings sub-account,and such funds will remain in the demand deposit or NOW sub- account for the remainder of the calendar month or statement cycle. Page 4 of 8 15.9 Branch Designation. The Bank,for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened.This designation requires no action on the part of the Customer and will not change the Bank's operations,Services or customer support. 15.10 No Fiduciary Relationship. Bank's relationship with Customer concerning the Accounts is that of a debtor and creditor.No fiduciary,quasi- fduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Account Terms(Governing Law)is amended by replacing Section 16.1 with the following provision: 16.1 Except as otherwise agreed in writing by the Bank and the Customer,the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S.shall be governed by and construed in accordance with the laws of the State of New York(without regard to its conflict of laws rules). Each of the Customer and the Bank irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any State or Federal court sitting in the City of New York, New York over any action, suit,proceeding,claim or controversy arising out of or relating to the Account Terms which includes this Addendum.The rights and remedies of the Bank under this Addendum, the Account Terms,the Account Documentation,the Service Terms,and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law(as provided above in this Section),are cumulative and may be exercised successively or concurrently,and are retained by the Bank. Section 16 of the Account Terms(Governing Law)is amended by adding the following provision: 16.4 In the event the Bank is required to remit funds to any state as abandoned property,the Account may be charged for fees in remitting funds to that state.In addition,the Bank may charge fees in connection with its handling of dormant funds and accounts. Section 17 of the Account Terms(Miscellaneous)is amended by adding the following provisions: 17.15 When the Customer provides the Bank any information requested by the Bank under its"Know Your Customer"or Anti-Money Laundering or other compliance polices pertaining to any natural or other persons,the Customer represents and warrants to the Bank that the Customer has obtained that person's consent that the Bank may make continued use of that person's information in order for the Bank to discharge any of its responsibilities in connection with"Know Your Customer"or Anti-Money Laundering,or other compliance purposes. 17.16 Beneficial Ownership.Customer agrees to adhere to the FinCEN Customer Due Diligence final rule which requires certain entities to provide and certify beneficial ownership information to the Bank at 10%and provide information on a controller when opening a new US account. The Bank is required to collect and validate certain information(e.g. Name,Address, DOB,SSN or Passport#for non US individuals)for new accounts impacted by the rule.If an entity is exempt from rule,the Bank may require documentation to support the exemption. 17.17 Payable Through Accounts.If the Customer is a bank or financial institution and is not organized under the laws of the U.S.,it shall not permit its customers to conduct banking transactions in the U.S.through the Customer's Account,and shall not provide its customers with check stock,drafts,wire transfer capabilities or any other means which would enable its customers to draw on the Customer's Account.These types of arrangements are typically called"payable through accounts"and are prohibited under these Account Terms.The Customer acknowledges that the sale of U.S.dollar checks or drafts to third parties is prohibited without the express written approval of the Bank. 17.18 No Advice. The Customer acknowledges and agrees that the Bank has not provided and will not provide any investment,tax or accounting advice or recommendation in relation to the Accounts or any investments made under any Service. 17.19 ERISA Status.The Customer will notify the Bank in writing,reasonably in advance of the Account opening,if any Accounts or monies it holds or places with the Bank are subject to the Employee Retirement Income Security Act of 1974,as amended("ERISA"),together with all the rules promulgated thereunder,or Section 4975 of the Internal Revenue Code,together with all the rules promulgated thereunder.The Bank may, in its sole discretion and subject to such further conditions as it may impose, including, without limitation, execution of further documentation in form and manner acceptable to the Bank,permit the holding of such Accounts or deposits or receipt of funds. 17.20 Additional Representation for ERISA Benefit Plans. (i)If the Customer is or represents a"benefit plan,"as defined in Section 3(42)of ERISA,and U.S.Department of Labor Regulations Section 2510.3-101,as modified by Section 3(42)of ERISA(together,the'Plan Asset Rules"and each such benefit plan investor,a"Benefit Plan"), or is acting on behalf of one or more Benefit Plans,the Customer represents and warrants that: (1) the Bank has not or will not provide advice with respect to the services obtained by the Benefit Plan. (2) the Benefit Plan fiduciary(the"Plan Fiduciary")is independent of the Bank,and is not an individual acting for his or her own Individual Retirement Account,and such Plan Fiduciary is either(a)a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the"Advisers Act"),or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b)an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan;(c)an investment adviser registered under the Advisers Act or,if not registered as an investment adviser under the Advisers Act by reason of paragraph(a)(1)of Section 203A of the Advisers Act,is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (d)a broker-dealer registered under the Securities Exchange Act of 1934,as amended;or(e)has,and will at all times have,total assets of at least U.S. $50,000,000 under its management or control; Page 5 of 8 (3) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to the Accounts and Services; (4) the Plan Fiduciary is a fiduciary"with respect to the Benefit Plan within the meaning of Section 3(21)of ERISA,Section 4975 of the Code,or both,and is responsible for exercising independent judgment in evaluating the receipt of Services by the Benefit Plan; (5) the Bank has not exercised any authority to cause the Benefit Plan to agree to these Account Terms;and (6) the Plan Fiduciary has been informed(a)that the Bank is not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Services; and(b)of the existence and nature of the financial interests of the Bank, as disclosed in the Account Terns and Service Terms. (ii)The representations and covenants in the above clauses are intended to comply with the U.S.Department of Labors Reg.Sections 29 C.F.R.2510.3-21(a)and(cxt)as promulgated on April 8,2016(81 Fed.Reg.20,997). If these regulations are revoked or repealed,these representations shall be deemed no longer in effect. 17.21 FDIC Part 370 Disclosure. If the Customer's Account is eligible for"pass through"deposit insurance from the Federal Deposit Insurance Corporation(the"FDIC')as set forth in the Federal Deposit Insurance Act and 12 CFR§330,then the Customer acknowledges and agrees that if the Bank becomes insolvent or enters into receivership(hereinafter a"Bank Receivership'),the Customer will:(a)cooperate fully with the Bank and the FDIC in connection with determining the insured status of funds in each Account, and (b) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b).The information described in(b)must be sent to the Bank in the format specified by the FDIC(see:www.fdic.gov/regulations/resources/recordkeeping/index.htmi).The Bank shall provide the Customer an opportunity to validate its capability to deliver the information described in(b)in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed. The Customer further acknowledges and agrees that following a Bank Receivership:(i)a hold will be placed on each Account once a receiver of the Bank is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account;(ii)its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account;and(iii)failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received,delaying receipt of FDIC insurance proceeds. Notwithstanding other provisions in this Agreement,this section survives after the FDIC is appointed as the Bank's receiver,and the FDIC is considered a third party beneficiary of this section. Page 6 of 8 AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same,next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately,the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank's cutoff time established for that location(which will be no earlier than 2 p.m.local time),then the Bank will consider that day to be the day of deposit. However,if a deposit is made after the cutoff time or on a day that is not a business day,then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits,every day is a business day, except Saturdays, Sundays,and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received.For deposits made at the Bank's automated teller machines(ATMs)the cutoff time is 11 p.m.Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers;and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S.Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account(excluding a Controlled Disbursement site);and • At least,the first$225 from a day's total deposits. If the deposit is made in person to a Bank employee,funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip,available upon request at any Bank banking center is used; • Cashier's,certified,and teller's checks that are payable to the Customer,if a special deposit slip,available upon request at any Bank banking center,is used;and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used,availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally,funds from all other deposits of checks drawn on banks(as defined in Federal Reserve Regulation CC)will be available no later than the second business day after the day of deposit.Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check,the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available.Depending on the type of check deposited,funds may not be available as set forth above. However,the first$225 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above,it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee,or if the Bank decides to take this action after the Customer has left the premises,the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than$5,525 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months;or • There is an emergency,such as failure of communications or computer equipment. In such circumstances,funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. Page 7 of 8 F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first$5,525 of that day's total deposits of cashier's,certified, teller's,traveler's and federal,state and local government checks payable to the Customer will be available on the first business day after the day of deposit.The excess over$5,525 will be available no later than the ninth business day after the day of deposit.If the deposit of checks(other than U.S. Treasury checks)is not made in person to one of the Bank's employees,the first$5,525 may not be made available until the second business day after the day of deposit;and • Funds from all other check deposits will be made available no later than the fifteenth business day after the day of deposit. G. Large Dollar Deposits. The U.S.Federal Reserve Banks will not forward process any Item over$99,999,999.99 and considers such Items as"non-cash items."Such Items should not be deposited in the Account. If Customer does deposit such an Item,the Bank may refuse to process such Item or handle it as a collection Item.If handled as a collection Item,Customer credit and availability will be deferred accordingly. This Availability Policy and availability schedules may be changed without notice. ©2020 JPMorgan Chase&Co. All rights reserved. JPMorgan Chase Bank,N.A. Member FDIC. Page 8 of 8 DOMESTIC CUSTODY AGREEMENT '" '" ' " EXHIBIT "U" BETWEEN CITY OF BAYT0 AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES � _ ��`- '� jpmorgan.com � Domestic J P.Morgan Table of Contents 1. INTENTION OF THE PARTIES; DEFINITIONS....................................................................................3 1.1 INTENTION OF THE PARTIES............................................................................................................................3 1.2 DEFINITIONS; INTERPRETATION.......................................................................................................................3 2. WHAT J.P.MORGAN IS REQUIRED TO DO.........................................................................................6 2.1 SET UP ACCOUNTS........................................................................................................................................6 2.2 DEPOSIT OF CASH..........................................................................................................................................7 2.3 SEGREGATION AND REGISTRATION OF ASSETS; NOMINEE NAME..........................................................................7 2.4 SETTLEMENT OF TRANSACTIONS......................................................................................................................8 2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING..............................................................................................8 2.6 INCOME COLLECTION (AUTOCREDITOO)............................................................................................................9 2.7 MISCELLANEOUS ADMINISTRATIVE DUTIES........................................................................................................9 2.8 CORPORATE ACTIONS...................................................................................................................................10 2.9 SECURITIES LITIGATION SERVICES..................................................................................................................10 2.10 PROXIES......................................................................................................................................................10 2.11 STATEMENTS OF ACCOUNT...........................................................................................................................11 2.12 ACCESS TO J.P. MORGAN's RECORDS...........................................................................................................11 2.13 ASSETS NOT CONTROLLED BY J.P. MORGAN.................................................................................................12 2.14 CHANGE REQUESTS......................................................................................................................................12 3. INSTRUCTIONS......................................................................................................................................13 3.1 ACTING ON INSTRUCTIONS;METHOD OF INSTRUCTION AND UNCLEAR INSTRUCTIONS.........................................13 3.2 VERIFICATION AND SECURITY PROCEDURES....................................................................................................13 3.3 INSTRUCTIONS CONTRARY TO LAW/MARKET PRACTICE...............................................................................1344 3.4 CUT-OFF TIMES...........................................................................................................................................14 3.5 ELECTRONIC ACCESS AND CYBERSECURITY.....................................................................................................14 3.6 RECORDING OF TELEPHONE COMMUNICATIONS...............................................................................................14 4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO J.P. MORGAN.........................................14 4.1 FEES AND EXPENSES.....................................................................................................................................14 4.2 OVERDRAFTS...............................................................................................................................................15 4.3 J.P. MORGAN's RIGHT OVER ACCOUNT ASSETS; SET-OFF.............................................................................15 5. SUBCUSTODIANS AND SECURITIES DEPOSITORIES.................................................................1545 5.1 USE OF SECURITIES DEPOSITORIES.............................................................................................................15" 5.2 LIABILITY FOR SECURITIES DEPOSITORIES.................................................................................................... 16 6. ADDITIONAL PROVISIONS..................................................................................................................16 6.1 REPRESENTATIONS OFTHE CUSTOMERAND J.P. MORGAN...............................................................................16 6.2 THE CUSTOMER IS LIABLE TO J.P. MORGAN EVEN IF IT IS ACTING FOR ANOTHER PERSON.................................17 6.3 SPECIAL SETTLEMENT SERVICES.....................................................................................................................17 6.4 THE CUSTOMER TO PROVIDE CERTAIN INFORMATION TO J.P. MORGAN............................................................17 6.5 INFORMATION CONCERNING DEPOSITS HELD BY J.P.MORGAN IN THE U.S.......................................................17 6.6 INSURANCE..................................................................................................................................................18 6.7 SECURITY HOLDING DISCLOSURE...................................................................................................................18 6.8 U.S. REGULATORY DISCLOSURE; CERTAIN INFORMATION OF THE CUSTOMER....................................................18 6.9 CONFIDENTIALITY........................................................................................................................................19 6.10 USE OF J.P. MORGAN's NAME.....................................................................................................................19 J P.Morgan Domestic Custody Agreement-New York-General-January 2021 J P.Morgan 7. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER...................................................................19 7.1 STANDARD OF CARE; LIABILITY.....................................................................................................................19 7.2 FORCE MAJEURE..........................................................................................................................................20 7.3 J.P. MORGAN MAY CONSULT WITH COUNSEL................................................................................................20 7.4 J.P. MORGAN PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS AS A RESULT....................20 7.5 ANCILLARY SERVICES................................................................................................................................2024 8. TAXATION...............................................................................................................................................21 8.1 TAX OBLIGATIONS........................................................................................................................................21 8.2 TAX RELIEF SERVICES WITH RESPECT TO AMERICAN DEPOSITORY RECEIPTS......................................................21 9. TERM AND TERMINATION..................................................................................................................22 9.1 TERM AND TERMINATION FOR CONVENIENCE..................................................................................................22 9.2 OTHER GROUNDS FOR TERMINATION.............................................................................................................22 9.3 EXIT PROCEDURE.........................................................................................................................................22 10. MISCELLANEOUS..................................................................................................................................23 10.1 NOTICE.......................................................................................................................................................23 10.2 SUCCESSORS AND ASSIGNS............................................................................................................................23 10.3 ENTIRE AGREEMENT AND AMENDMENTS..........................................................................................................23 10.4 GOVERNING LAW AND JURISDICTION .........................................................................................................23�24 10.5 SEVERABILITY;WAIVER; SURVIVAL................................................................................................................24 10.6 COUNTERPARTS...........................................................................................................................................24 10.7 NO THIRD PARTY BENEFICIARIES...............................................................................................................24,LS ANNEX A ELECTRONIC ACCESS.............................................................................................................................2Gq Domestic Custody Agreement—New York—General—January 2021 J P.Morgan DOMESTIC CUSTODY AGREEMENT This agreement, dated (the "Agreement"), is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("J.P. Morgan"), with a place of business at 383 Madison Avenue,11th Floor, New York, New York 10017; and CITY OF BAYTOWN (the "Customer") a Texas municipality with a place of business at 2401 Market Street, Baytown, Harris County, Texas. 1. INTENTION OF THE PARTIES; DEFINITIONS 1.1 Intention of the Parties (a) This Agreement sets out the terms on which J.P. Morgan will provide custodial, settlement, asset servicing and other associated services to the Customer. J.P. Morgan will be responsible for the performance of only those duties expressly set forth in this Agreement. The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment advice in connection with the services under this Agreement. The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement. (b) It is the intention of the parties that the services offered by J.P. Morgan under this Agreement with respect to the custody of Financial Assets and related settlement services will be limited to Financial Assets that are issued in the United States ("U.S.") by an issuer that is organized under the laws of the U.S. or any state thereof, or that are both traded in the U.S. and eligible for deposit in a U.S. Securities Depository. 1.2 Definitions; Interpretation (a) Definitions As used herein, the following terms have the meanings hereinafter stated. "Account(s)" has the meaning set forth in Section 2.1. "Account Assets" has the meaning set forth in Section 4.3(a). "ADRs" has the meaning set forth in Section 8.2(a). "Agreement" has the meaning set forth in the Preamble. "AML/Sanctions Requirements" means (a) any Applicable Law (including but not limited to the rules and regulations of the United States Office of Foreign Assets Control) applicable to J.P. Morgan, or to any J.P. Morgan Affiliate engaged in servicing any Account, which governs (i) money laundering, the financing of terrorism, insider dealing or other unlawful activities, or the use of financial institutions to facilitate such activities or (it) transactions involving individuals or institutions which have been prohibited by, or are subject to, sanctions of any governmental authority; and (b) any J.P. Morgan policies and procedures reasonably designed to assure compliance with any such Applicable Law. "Applicable Law" means any applicable statute, treaty, rule, regulation or law (including common law) and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity. "Authorized Person" means any person who has been designated by written notice from the Customer in the form as provided by J.P. Morgan (or by written notice in the form as provided by J.P. Morgan from any agent designated by the Customer, including an investment manager) to act on behalf of the Customer under this Agreement, any person who has received a User Code from Customer, or any person authorized by Customer to receive a User Code from J.P. Domestic Custody Agreement-New York-General January 2021 3 JPMorgan Morgan. Such persons will continue to be Authorized Persons until such time as J.P. Morgan receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person. "AutoCredit" has the meaning set forth in Section 2.6(c). "Bank Receivership" has the meaning set forth in Section 6.5(a). "Cash Account" has the meaning set forth in Section 2.1(a)(ii). "Change" has the meaning set forth in Section 2.14(a). "Change Request" has the meaning set forth in Section 2.14(a). "Confidential Information" means all non-public information concerning the Customer or the Accounts which J.P. Morgan receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information does not include (i) information that is or becomes available to the general public other than as a direct result of J.P. Morgan's breach of the terms of this Agreement, (ii) information that J.P. Morgan develops independently without using the Customer's confidential information, (iii) information that J.P. Morgan obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to the Customer with respect to that information, or (iv) information that the Customer has designated as non-confidential or consented to be disclosed. "Control Account Assets" has the meaning set forth in Section 6.1(a). "Corporate Action" means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Financial Asset, but does not include rights with respect to class action litigation or proxy voting. "Counterparty" has the meaning set forth in Section 2.1(c). "Customer" has the meaning set forth in the Preamble. "Dormant Account" has the meaning set forth in Section 2.1(d). "Entitlement Holder" means the person named on the records of a Securities Intermediary as the person having a Security Entitlement against the Securities Intermediary. "FDIC" has the meaning set forth in Section 6.5(a). "Financial Asset" means a Security and refers, as the context requires, either to the Security itself or to the means by which a person's claim to the Security is evidenced, including a Security certificate or a Security Entitlement. The term "Financial Asset" does not include cash. "Identifying Information" has the meaning set forth in Section 6.8(a). "Information" has the meaning set forth in Section 2.11(a). "Instruction" means an instruction, whether or not in fact authorized, that has been verified in accordance with the Security Procedure or, if no Security Procedure is applicable, that J.P. Morgan believes in good faith to have been given by an Authorized Person. "J.P. Morgan" has the meaning set forth in the Preamble. "J.P. Morgan Affiliate" means an entity controlling, controlled by, or under common control with J.P. Morgan. "J.P. Morgan Indemnitees" means J.P. Morgan and its subcustodians, J.P. Morgan Affiliates, and their respective nominees, directors, officers, employees and agents. Domestic Custody Agreement-New York-General January 2021 4 JTMorgan "Liabilities" means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on a party's own income), or expenses of any kind whatsoever (whether actual or contingent and including, without (imitation, attorneys', accountants', consultants' and experts' fees and disbursements reasonably incurred and for the avoidance of doubt, with respect to any Liabilities owed by the Customer, Liabilities shall also include any and all amounts owing to J.P. Morgan by the Customer's counterparty in connection with collateral Accounts or control Accounts established at J.P. Morgan pursuant to the Customer's Instruction) and outstanding from time to time. "Proxy Voting Service" has the meaning set forth in Section 2.10(a). "Securities" means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets and any other property as may be acceptable to J.P. Morgan for the Securities Account. "Securities Account" has the meaning set forth in Section 2.1(a)(i). "Securities Depository" means any securities depository, clearing corporation, dematerialized book entry system or similar system for the central handling of Securities. "Security Entitlement" means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time. "Securities Intermediary" means J.P. Morgan, a subcustodian, a Securities Depository and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity. "Security Procedure" means the applicable security procedure to be followed by the Customer (and its Authorized Persons) and/or by J.P. Morgan, so as to enable J.P. Morgan to verify that an instruction is authorized. The applicable Security Procedure for different types of instructions may be set forth in service level documentation in effect from time to time with respect to the services set forth in this Agreement or in separate documentation, and may be updated by J.P. Morgan from time to time upon notice to the Customer. A Security Procedure may, without limitation, involve the use of User Codes, dual-factor authentication, telephone call backs, or third party utilities. For the avoidance of doubt, an authenticated SWIFT message issued in the name of the Customer through any third party utility that J.P. Morgan has approved as a utility through which Instructions may be provided hereunder, shall be deemed to have been verified through a Security Procedure. "U.S." has the meaning set forth in Section 1.1(b). "USA PATRIOT Act" has the meaning set forth in Section 6.8(a). "User Code" means a password digital certificate, identifier (including biometric identifier), security device, algorithm, encryption or other similar procedure used by the Customer or an Authorized Person to access J.P. Morgan's systems, applications or products or to issue Instructions to J.P. Morgan. "U.S. Special Resolution Regime" has the meaning set forth in Section 10.2. (b) Interpretation Domestic Custody Agreement-New York-General January 2021 5 J.PMorgan (i) Headings are for convenience of reference only and shall not in any way form part of or affect the construction or interpretation of any provision of this Agreement. (ii) Unless otherwise expressly stated to the contrary herein, references to Sections are to Sections of this Agreement and references to paragraphs are to paragraphs of the Sections in which they appear. (iii) Unless the context requires otherwise, references in this Agreement to "persons"shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa) use of the term "including" shall be deemed to mean "including but not limited" to, and references to appendices and numbered sections shall be to such addenda and provisions herein. (iv) Unless the context requires otherwise, any reference to a statute or a statutory provision shall include such statute or provision as from time to time modified to the extent such modification applies to any service provided hereunder. Any reference to a statute or a statutory provision shall also include any subordinate legislation made from time to time under that statute or provision. (v) The Schedules, Appendices and Annexes to the Agreement are incorporated herein by reference and form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement. If and to the extent that there is an inconsistency between the terms of the body of the Agreement and its Schedules, Appendices and Annexes, the terms of the body of the Agreement shall prevail unless expressly stated otherwise. 2. WHAT J.P. MORGAN IS REQUIRED TO DO 2.1 Set Up Accounts (a) J.P. Morgan will establish and maintain the following accounts ("Accounts"): (i) one or more accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to J.P. Morgan) to which Financial Assets are or may be credited (each, a "Securities Account"), which may be held by J.P. Morgan, a subcustodian or a Securities Depository for J.P. Morgan on behalf of the Customer, including as an Entitlement Holder; and (ii) one or more cash accounts in the name of the Customer (each, a "Cash Account") (or in another name requested by the Customer that is acceptable to J.P. Morgan) for any and all cash received by or on behalf of J.P. Morgan for the account of the Customer. (b) At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement. (c) In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a "Counterparty") to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between J.P. Morgan and the Counterparty in addition to the terms of this Agreement. (d) Upon not less than thirty (30) days' prior notice to the Customer, J.P. Morgan may close any Account for which J.P. Morgan has not received any Instructions for at least one (1)year or which J.P. Morgan otherwise reasonably determines to be dormant (each a "Dormant Domestic Custody Agreement-New York-General January 2021 6 JTMorgan Account"). J.P. Morgan may, upon closure of a Dormant Account, move any Account Assets in that Account into another Account of the Customer. (e) J.P. Morgan's obligation to open Accounts pursuant to Section 2.1(a)is conditional upon J.P. Morgan receiving such of the following documents as J.P. Morgan may require: (i) a certified copy of the Customer's constitutional documents as in force at the time of receipt; (ii) evidence reasonably satisfactory to J.P. Morgan of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer's board of directors or equivalent governing body); (iii) in cases where the Customer designates an investment manager, evidence reasonably satisfactory to J.P. Morgan of that appointment as an Authorized Person and of the officers and employees of the investment manager authorized to act with respect to the relevant Account; (iv) information about the Customer's financial condition, such as its audited and unaudited financial statements; and (v) in the case of any Account opened in a name other than that of the Customer, documentation with respect to that name similar to that set forth in paragraphs (i) - (iv). 2.2 Deposit of Cash (a) Any cash received by or on behalf of J.P. Morgan for the account of the Customer will be deposited in one or more Cash Accounts at J.P. Morgan in New York and will constitute a debt owing to the Customer by J.P. Morgan as banker, provided that while J.P. Morgan is not required to pay or charge interest on any such Cash Account, J.P. Morgan may, from time to time, in its discretion, pay interest on any such Cash Account (or charge interest if, at the time, the prevailing interest rate in the relevant market for similar deposits in the same currency is negative) at a rate to be determined by J.P. Morgan. (b) Any amounts credited by J.P. Morgan to the Cash Account on the basis of a notice or a provisional credit from a third party, may be reversed if J.P. Morgan does not receive final payment in a timely manner. J.P. Morgan will notify the Customer promptly of any such reversal. 2.3 Segregation and Registration of Assets; Nominee Name (a) J.P. Morgan will identify in its books that those Financial Assets credited to the Customer's Securities Account belong to the Customer (except as may be otherwise agreed by J.P. Morgan and the Customer). (b) J.P. Morgan is authorized, in its discretion to: (i) hold in bearer form such Financial Assets as are customarily held in bearer form or are delivered to J.P. Morgan or its subcustodian in bearer form; (ii) hold Financial Assets in or deposit Financial Assets with any Securities Depository; (iii) hold Financial Assets in omnibus accounts on a fungible basis and accept delivery of Financial Assets of the same class and denomination as those deposited by the Customer; Domestic Custody Agreement-New York-General January 2021 7 JPMorgan (iv) register in the name of the Customer, J.P. Morgan, a subcustodian, a Securities Depository or their respective nominees, such Financial Assets as are customarily held in registered form; and (v) decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations. (c) For the avoidance of doubt, unless J.P. Morgan has provided prior written approval, the Customer may not instruct a third party to register any Financial Asset in the name of J.P. Morgan, a subcustodian, a Securities Depository or any of their respective nominees. The Customer agrees that any Financial Asset registered in the name of J.P. Morgan, a subcustodian, a Securities Depository or any of their respective nominees without J.P. Morgan's authorization shall not be considered to be held in custody under this Agreement. 2.4 Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.P. Morgan will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.P. Morgan to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any such action will be borne by the Customer. If the Customer's counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.P. Morgan will notify the Customer of such failure. If the Customer's counterparty continues to fail to deliver the expected consideration, J.P. Morgan will provide information reasonably requested by the Customer that J.P. Morgan has in its possession to allow the Customer to enforce its rights against the Customer's counterparty, but neither J.P. Morgan nor its subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. (b) Except to the extent J.P. Morgan and the Customer have agreed to treat settlement of a transaction under the contractual settlement date accounting basis set forth in Section 2.5, J.P. Morgan will post such transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by J.P. Morgan. (c) J.P. Morgan reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings, errors and other similar actions. 2.5 Contractual Settlement Date Accounting (a) In cases where J.P. Morgan and the Customer agree to do so, and subject to the other provisions of this Section 2.5, J.P. Morgan will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which J.P. Morgan customarily offers contractual settlement date accounting. (i) Sales: On the settlement date for a sale, J.P. Morgan will credit the Cash Account with the proceeds of the sale and post the Securities Account as pending delivery of the relevant Financial Assets. (ii) Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), J.P. Morgan will Domestic Custody Agreement-New York-General January 2021 8 J P.Morgan debit the Cash Account for the settlement amount and will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until J.P. Morgan or a subcustodian actually receives them. (b) J.P. Morgan may reverse any book entries made pursuant to Section 2.5(a) prior to a transaction's actual settlement upon notice to the Customer if J.P. Morgan reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any Liabilities resulting from such reversal. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and J.P. Morgan does not undertake to make loans of cash and/or Financial Assets to the Customer. (C) J.P. Morgan will make available on its website a list of the markets for which it provides contractual settlement date accounting. J.P. Morgan may add markets to or remove markets from the contractual settlement date accounting service upon notice to the Customer that is reasonable in the circumstances. Additionally, J.P. Morgan reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall. 2.6 Income Collection (AutoCredit®) (a) J.P. Morgan will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets held in the Securities Account, and will promptly notify the Customer of such information. (b) Except in cases where J.P. Morgan agrees to offer the AutoCredit service described in paragraph (c) of this Section 2.6, J.P. Morgan shall not be required to credit income on Financial Assets, net of any taxes withheld by J.P. Morgan or any third party, prior to actual receipt and reconciliation by J.P. Morgan. (c) In cases where J.P. Morgan agrees to provide the following service, J.P. Morgan will credit the Cash Account with the anticipated income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by J.P. Morgan or any third party (such service hereinafter defined as "AutoCredit") for those Financial Assets and/or markets for which J.P. Morgan customarily offers an AutoCredit service. J.P. Morgan may reverse AutoCredit credits upon notice to the Customer if J.P. Morgan believes that the corresponding payment will not be received by J.P. Morgan within a reasonable period of time or the credit was incorrect. J.P. Morgan will make available on its website a list of the markets for which it provides AutoCredit. J.P. Morgan may add markets to or remove markets from the AutoCredit service upon notice to the Customer that is reasonable in the circumstances. Additionally, J.P. Morgan reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall. (d) J.P. Morgan will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment; however, neither J.P. Morgan nor its subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. 2.7 Miscellaneous Administrative Duties (a) Until J.P. Morgan receives Instructions to the contrary, J.P. Morgan will: Domestic Custody Agreement-New York-General January 2021 9 JPMorgan (i) present all Financial Assets for which J.P. Morgan has received written notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; (ii) execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets; and (iii) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. (b) In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, J.P. Morgan will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by J.P. Morgan, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to J.P. Morgan its interest in such fractional interests. (c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, J.P. Morgan will allot the amount redeemed among J.P. Morgan's global custody customers who are the respective beneficial holders of such a class of Financial Assets in a manner that J.P. Morgan deems to be fair and equitable. 2.8 Corporate Actions (a) J.P. Morgan will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. J.P. Morgan also will review information obtained from sources to which J.P. Morgan subscribes for information concerning such Corporate Actions. J.P. Morgan will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action)to the Customer or its Authorized Person. (b) J.P. Morgan will act in accordance with the Customer's Instructions in relation to such Corporate Actions. If the Customer fails to provide J.P. Morgan with timely Instructions with respect to any Corporate Action, neither J.P. Morgan nor its subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by J.P. Morgan and the Customer or as may be set forth by J.P. Morgan as a default action in the notification it provides under Section 2.8(a) with respect to that Corporate Action. 2.9 Securities Litigation Services Any notices received by J.P. Morgan's corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if J.P. Morgan, using reasonable care and diligence in the circumstances, identifies that the Customer was a shareholder and held the relevant Financial Assets in custody with J.P. Morgan at the relevant time. J.P. Morgan will not make filings in the name of the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and J.P. Morgan. 2.10 Proxies (a) J.P. Morgan will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.10(c), act in accordance with the Customer's Instructions in relation to such meetings (the "Proxy Voting Service"). Domestic Custody Agreement-New York-General January 2021 10 JPMorgan (b) The Proxy Voting Service is available only in certain markets and for certain types of Financial Assets, details of which are available from J.P. Morgan on request. Provision of the Proxy Voting Service is conditional upon receipt by J.P. Morgan of a duly completed enrollment form as well as all documentation that may be required for certain markets. (c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by J.P. Morgan on a case by case basis. (d) The Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration; (ii) the pendency of conversion or another corporate action; (iii) the Financial Assets being held in a margin or collateral account at J.P. Morgan or another bank or broker, pledged to a Counterparty, or otherwise in a manner which affects voting; (iv) local law or market practices, or restrictions by the issuer; and (v) J.P. Morgan being required to vote all shares held for a particular issue for all of J.P. Morgan's customers on a uniform basis (i.e., a "yes" or "no" vote for the total position based on net voting instructions received from all its customers). Where this is the case, J.P. Morgan will notify the Customer. 2.11 Statements of Account (a) J.P. Morgan will provide the Customer with electronic access to Account information (the "Information") that will enable the Customer to generate or receive reports and statements of account for each Account and to identify Account Assets as well as Account transactions. The Customer will review the Information and give J.P. Morgan written notice of (i) any suspected error or omission or (ii) the Customer's inability to access any such Information. The Customer will provide J.P. Morgan such notice within a reasonable time after(x) the Information is made available to the Customer or (y) the Customer discovers that it is unable to access the Information, as the case may be. (b) The Customer acknowledges that Information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis- postings, delays in updating Account records, and other causes. J.P. Morgan will not be liable for any Liabilities arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted. 2.12 Access to J.P. Morgan's Records (a) J.P. Morgan will, upon reasonable written notice, allow the Customer (and/or the Customer's auditors and independent public accountants if required for their examination of books and records pertaining to the Customer's affairs) reasonable access to the records of J.P. Morgan relating to the Accounts. Subject to restrictions under the relevant local law, J.P. Morgan shall direct any subcustodian to permit the Customer and its auditors and independent public accountants, reasonable access to the subcustodian's records of Financial Assets held in the Securities Account as may be required in connection with such examination. Domestic Custody Agreement-New York-General January 2021 11 JPMorgan (b) The Customer shall reimburse J.P. Morgan and its subcustodians for the reasonable cost of copying, collating and researching archived information. 2.13 Assets Not Controlled by J.P. Morgan (a) J.P. Morgan will not be obliged to (i) hold Account Assets with any person not agreed to by J.P. Morgan or (ii) register or record Financial Assets in the name of any person other than J.P. Morgan, a subcustodian, or their respective nominee or (iii) register or record Financial Assets in the name of J.P. Morgan or its nominee if J.P. Morgan concludes cannot be operationally supported or (iv) register or record on J.P. Morgan's records Financial Assets or cash held outside of J.P. Morgan's control. If, however, the Customer makes any such request and J.P. Morgan agrees to the request, the consequences of doing so will be at the Customer's own risk. J.P. Morgan shall not be responsible for the control of any such Financial Asset or cash, for verifying the Customer's initial or ongoing ownership of any such Financial Asset or cash or for income collection, proxy voting, class action litigation or Corporate Action notification and processing with respect to any such Financial Asset. Any transaction relating to the settlement of the purchase or sale of any such Financial Asset shall be treated for purposes of this Agreement as a cash only movement. (b) From time to time, at the Customer's request, J.P. Morgan may agree to hold in its vault on the Customer's behalf documentation relating to Financial Assets not held in J.P. Morgan's control. Notwithstanding anything in this Agreement to the contrary, J.P. Morgan shall not be responsible for reviewing this documentation for any purpose, including authenticity, sufficiency or relevance to the Financial Asset to which it purports to relate. 2.14 Change Requests (a) If either party wishes to propose any amendment or modification to, or variation of, J.P. Morgan's services contemplated by this Agreement including the scope or details of the services (a "Change") then it shall notify the other party of that fact by sending a request (a "Change Request") to the other party, specifying in as much detail as is reasonably practicable the nature of the Change. (b) Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether implementation of the Change Request should result in a modification of the fees contemplated by Section 4.1, and the basis upon which J.P. Morgan will be compensated for implementing the Change Request. (c) If a change to Applicable Law requires a Change, the parties shall follow the processes set forth in this Section to initiate a Change Request. If the change in Applicable Law results in a Change, or an increase in J.P. Morgan's costs or risk associated with provision of its services contemplated by this Agreement, J.P. Morgan shall be entitled to an appropriate increase in the fees contemplated by Section 4.1. J.P. Morgan shall bear its own costs with respect to implementing a Change Request based upon a change in Applicable Law except that: (i) J.P. Morgan shall be entitled to charge the Customer for any changes to software that has been developed or customized for the Customer; and (ii) J.P. Morgan shall be entitled to charge the Customer for any Changes required as a result of the change in Applicable Law affecting the Customer in a materially different way than it affects J.P. Morgan's other customers, or which the Customer wishes J.P. Morgan to implement in a way different from what J.P. Morgan reasonably intends to implement for its other customers. Domestic Custody Agreement-New York-General January 2021 12 JPMorgan 3. INSTRUCTIONS 3.1 Acting on Instructions; Method of Instruction and Unclear Instructions (a) The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer is solely responsible for the accuracy and completeness of Instructions, their proper delivery to J.P. Morgan, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. J.P. Morgan will not be responsible for any Liabilities resulting from the Customer's failure to perform these responsibilities. (b) To the extent possible, Instructions to J.P. Morgan shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system acceptable to J.P. Morgan. (c) J.P. Morgan shall promptly notify an Authorized Person if J.P. Morgan determines that an Instruction does not contain all information reasonably necessary for J.P. Morgan to carry out the Instruction. J.P. Morgan may decline to act upon an Instruction if it does not receive missing information, clarification or confirmation satisfactory to it. J.P. Morgan will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification, or confirmation satisfactory to it. 3.2 Verification and Security Procedures (a) J.P. Morgan and the Customer shall comply with any applicable Security Procedures to permit J.P. Morgan to verify the authenticity of Instructions. (b) The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall promptly notify J.P. Morgan if it does not believe that any relevant Security Procedure is commercially reasonable, and its adherence to any Security Procedure without objection constitutes its agreement that it has determined the Security Procedure to be commercially reasonable. (c) The Customer and its Authorized Persons are solely responsible for ensuring that the User Codes are reasonably safeguarded and known to and used by only the respective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or the Customer or its relevant Authorized Person reasonably suspects that the User Codes may be) lost, stolen, damaged, altered, unduly disclosed, known in a manner inconsistent with its purposes or compromised, (ii) the Customer's or any Authorized Persons' access to J.P. Morgan's systems, applications or products, or any third party messaging platform through which the Instructions are transmitted, is revoked or suspended, or (iii) the Customer or an Authorized Person reasonably suspects any technical or security failure relating to any systems, applications or products of J.P. Morgan or any third party messaging platform through which the Instructions are transmitted, the Customer shall immediately cease using such system, application, product or platform and promptly notify J.P. Morgan. 3.3 Instructions Contrary to Law/Market Practice J.P. Morgan need not act upon Instructions that it reasonably believes are contrary to law, regulation or market practice and will not be responsible for any Liabilities resulting from not acting upon such Instruction. J.P. Morgan shall be under no duty to investigate whether any Instructions comply with Domestic Custody Agreement-New York-General January 2021 13 J P.Morgan Applicable Law or market practice. In the event that J.P. Morgan does not act upon such Instructions, J.P. Morgan will notify the Customer where reasonably practicable. 3.4 Cut-Off Times J.P. Morgan has established cut-off times for receipt of Instructions, which will be made available to the Customer. If J.P. Morgan receives an Instruction after its established cut-off time, J.P. Morgan will attempt to act upon the Instruction on the day requested only if J.P. Morgan deems it practicable to do so or otherwise as soon as practicable after the day on which the Instruction was received. 3.5 Electronic Access and Cybersecurity (a) Access by the Customer to certain systems, applications or products of J.P. Morgan shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access. The Customer and its Authorized Persons shall use User Codes, to access J.P. Morgan's systems, applications or products unless otherwise agreed by J.P. Morgan. (b) Each of the Customer and J.P. Morgan will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that are aligned with industry security standards and that, among other things, protect against anticipated threats or hazards to the security or integrity of their respective systems and data. J.P. Morgan may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity. (C) Each of the Customer and J.P. Morgan will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment. 3.6 Recording of Telephone Communications Either party may record any of their telephone communications. 4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO J.P. MORGAN 4.1 Fees and Expenses The Customer will pay J.P. Morgan for its services under this Agreement such fees as may be agreed upon by the parties in writing from time to time, together with J.P. Morgan's reasonable out-of-pocket expenses or incidental expenses, including, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers or their agents. Invoices will be payable within thirty (30) days from receipt of the invoice. J.P. Morgan also reserves the right to charge a reasonable account maintenance fee for any Dormant Account upon notice to the Customer. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may deduct amounts invoiced from the Cash Account except such portion of the invoice that the Customer has objected to within thirty (30) days of the date of receipt of the invoice (or such other period as the parties may agree in writing). Without prejudice to J.P. Morgan's other rights, J.P. Morgan reserves the right to charge interest on overdue amounts from the due date until actual payment at the rate specified in Section 2251.025 of the Texas Government Code. Unless expressly specified in this Agreement, any price or cost that J.P. Morgan may charge as the Customer's counterparty in the event J.P. Morgan enters into a principal transaction with the Customer are not treated as fees which must be agreed under this Agreement. Domestic Custody Agreement-New York-General January 2021 14 JTMorgan 4.2 Overdrafts If a debit to the Cash Account results or would result in a debit balance, then J.P. Morgan may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If J.P. Morgan elects to make such an advance, the advance will be (A) deemed a loan to the Customer, payable either on demand or automatically upon the occurrence of any event with respect to the Customer that is specified in either Section 9.2(a)(ii) of this Agreement or Section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time and (B) constitutes a Liability hereunder and is secured by the security interest granted in accordance with Section 4.3 (a) of this Agreement.. Any such advance will bear interest at the applicable rate charged by J.P. Morgan from time to time for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which J.P. Morgan makes similar overdrafts available from time to time. No prior action or course of dealing on J.P. Morgan's part with respect to the settlement of transactions on the Customer's behalf will be asserted by the Customer against J.P. Morgan for J.P. Morgan's refusal to make advances to the Cash Account or refusal to settle any transaction for which the Customer does not have sufficient available funds in the Account. The Customer acknowledges that any advance made under this Agreement is intended to be treated as a "securities contract" for purposes of the U.S. Bankruptcy Code to the maximum extent permitted by that Code, as amended from time to time. 4.3 J.P. Morgan's Right Over Account Assets; Set-off (a) Without prejudice to J.P. Morgan's rights under Applicable Law, J.P. Morgan shall have, and the Customer grants to J.P. Morgan, a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer by J.P. Morgan pursuant to this Agreement or any other custody, deposit or escrow agreement between Customer and J.P. Morgan ("Account Assets") as security for any and all Liabilities of the Customer to J.P. Morgan arising out of this Agreement. J.P. Morgan will be entitled to all rights and remedies available to a secured party under Applicable Law with respect to the Account Assets, including, without notice to the Customer, withholding delivery of such Account Assets, selling or otherwise realizing any of such Account Assets and applying the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, J.P. Morgan may make such currency conversions as may be necessary at a foreign exchange rate determined by J.P. Morgan in its sole discretion for the sale and purchase of the relevant currencies. (b) Without prejudice to J.P. Morgan's rights under Applicable Law, J.P. Morgan may set off against any Liabilities of the Customer owed to J.P. Morgan under this Agreement, any amount in any currency standing to the credit of any of the Customer's Accounts or any other accounts established pursuant to any other custody, deposit escrow agreement between Customer and J.P. Morgan. For this purpose, J.P. Morgan shall be entitled to effect such currency conversions as may be necessary at foreign exchange rates determined by J.P. Morgan in its sole discretion for the sale and purchase of the relevant currencies. 5. SUBCUSTODIANS AND SECURITIES DEPOSITORIES 5.1 Use of Securities Depositories J.P. Morgan and any subcustodian may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates, Domestic Custody Agreement-New York-General January 2021 15 JTMorgan and the Customer will provide J.P. Morgan with such documentation or acknowledgements that J.P. Morgan may require to hold the Financial Assets in such Securities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets. 5.2 Liability for Securities Depositories (a) J.P. Morgan is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any Liabilities arising out of any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs any Liabilities due to an act or omission, negligence, willful misconduct, fraud or insolvency of a Securities Depository, J.P. Morgan will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but J.P. Morgan will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. 6. ADDITIONAL PROVISIONS 6.1 Representations of the Customer and J.P. Morgan (a) The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents (including from the Customer's underlying clients, if applicable), to deposit and control the Account Assets, to use J.P. Morgan as its custodian in accordance with the terms of this Agreement, to incur overdrafts, and to grant a lien over Account Assets as contemplated by Section 4.3 and (ii)assuming execution and delivery of this Agreement by J.P. Morgan, this Agreement is the Customer's legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer; (iv) it has not relied on any oral or written representation made by J.P. Morgan or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of J.P. Morgan; (v) it is a resident of Texas and shall notify J.P. Morgan of any changes in residency; (vi) the Financial Assets and cash deposited in the Accounts (other than those assets (A) pledged to a Counterparty pursuant to Section 2.1(c) or (B) held in Accounts established pursuant to certain account control agreements among the Customer, J.P. Morgan and secured party named therein, (A) and (B) collectively referred to as "Control Account Assets") are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash (other than Control Account Assets); (vii) no delivery of Account Assets by the Customer to J.P. Morgan and no Instruction by the Customer or its Authorized Persons with respect to such Account Assets will contravene Applicable Law; (viii) none of the Account Assets to be held under this Agreement are "plan assets" as defined in Section 3(42)of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to J.P. Morgan; and (ix)it has and will comply with all Applicable Laws, including but not limited to, laws relating to the prevention and prosecution of money laundering and terrorist financing. J.P. Morgan may rely upon the representations or certification of such other facts as may be required to administer J.P. Morgan's obligations under this Agreement. Domestic Custody Agreement-New York-General January 2021 16 J P.Morgan (b) J.P. Morgan represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is J.P. Morgan's legal, valid and binding obligation, enforceable against J.P. Morgan in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. 6.2 The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person If the Customer is acting as an agent or for another person as contemplated by Section 2.1(a) in respect of any transaction, cash or Financial Asset, J.P. Morgan nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to J.P. Morgan as a principal in respect of any Liabilities arising out of any transactions relating to the Account. The foregoing will not affect any rights J.P. Morgan might have against the Customers principal or the other person envisaged by Section 2.1(a). 6.3 Special Settlement Services J.P. Morgan may, but shalt not be obliged to, make available to the Customer from time to time special settlement services (including continuous linked settlement) for transactions involving Financial Assets, cash, foreign exchange, and other instruments or contracts. The Customer shall comply, and shall cause its Authorized Persons to comply, with the requirements of any external settlement agency through which such settlements may be processed, including, without limitation, its rules and by-laws, where applicable. 6.4 The Customer to Provide Certain Information to J.P. Morgan The Customer shall promptly provide to J.P. Morgan upon request such information about the Customer and its financial status as J.P. Morgan may reasonably request, including its current organizational documents and its current audited and unaudited financial statements. 6.5 Information Concerning Deposits held by J.P. Morgan in the U.S. (a) If the Customer's Account is eligible for "pass through" deposit insurance from the Federal Deposit Insurance Corporation (the "FDIC") as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if J.P. Morgan becomes insolvent or enters into receivership (hereinafter a "Bank Receivership"), the Customer will: (i) cooperate fully with J.P. Morgan and the FDIC in connection with determining the insured status of funds in each Account; and (ii) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (ii) must be sent to J.P. Morgan in the format specified by the FDIC (see: www.fdic.gov/regulations/resources/recordkeeoinWin(le htnii). J.P. Morgan shall provide the Customer an opportunity to validate its capability to deliver the information described in (it) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed. (b) The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of J.P. Morgan is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may Domestic Custody Agreement-New York-General January 2021 17 JTMorgan result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds. (c) Notwithstanding any other provisions in this Agreement, this section survives after the FDIC is appointed as J.P. Morgan's receiver, and the FDIC is considered a third party beneficiary of this section. 6.6 Insurance The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance coverage specifically for the benefit of the Customer. J.P. Morgan will, however, provide summary information regarding its own general insurance coverage to the Customer upon written request. 6.7 Security Holding Disclosure With respect to Securities and Exchange Commission Rule 14b-2 under the U.S. Shareholder Communications Act regarding disclosure of beneficial owners to issuers of Securities, J.P. Morgan is instructed not to disclose the name, address or Securities positions of the Customer in response to shareholder communications requests regarding the Account. 6.8 U.S. Regulatory Disclosure; Certain Information of the Customer (a) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires J.P. Morgan to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and J.P. Morgan's identity verification procedures require J.P. Morgan to obtain information which may be used to confirm the Customer's identity, including, without limitation, the Customer's name, address and organizational documents ("Identifying Information"). The Customer agrees to provide J.P. Morgan with and consents to J.P. Morgan obtaining from third parties any such Identifying Information required as a condition of opening an account with or using any service provided by J.P. Morgan. (b) The Customer hereby acknowledges that J.P. Morgan is obliged to comply with AML/Sanctions Requirements and that J.P. Morgan shall not be liable for any action it or any J.P. Morgan Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, Financial Assets, or other assets. The Customer shall cooperate with J.P. Morgan's performance of its due diligence and other obligations concerning AML/Sanctions Requirements, including with regard to any Beneficial Owners (as defined below). In addition, the Customer agrees that (i) J.P. Morgan may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements and (ii)Customer's utilization of Accounts as omnibus accounts to hold assets of Beneficial Owners is subject to J.P. Morgan's discretion. Furthermore, J.P. Morgan shall not be obliged to hold any "penny stock" (or other Financial Asset raising special anti-money laundering concerns) in any Account in which a Beneficial Owner has an interest, or to settle any transaction in which a Beneficial Owner has an interest, that relates to any "penny stock" or any such other Financial Asset. For the purposes of this section, "Beneficial Owner" means any person, other than the Customer, who has a direct or indirect beneficial ownership interest in any assets held in any of the Accounts. Domestic Custody Agreement-New York-General January 2021 18 JTMorgan 6.9 Confidentiality (a) Subject to Section 6.9(b), J.P. Morgan will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over J.P. Morgan's business, or with the consent of the Customer. (b) The Customer authorizes J.P. Morgan to disclose Confidential Information to: (i) any subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, proxy solicitor, issuer, service provider, vendor or any other person that J.P. Morgan believes is reasonably required in connection with J.P. Morgan's provision of relevant services under this Agreement; (ii) its and any J.P. Morgan Affiliate's professional advisors, auditors and public accountants; (iii) its branches and any J.P. Morgan Affiliate; and (iv) any revenue authority or any governmental entity in relation to the processing of any tax claim. 6.10 Use of J.P. Morgan's Name The Customer agrees not to use (or permit the use of)J.P. Morgan's name in any document, publication or publicity material relating to the Customer, including, but not limited to, notices, sales Literature, stationery, advertisements, etc., without the prior written consent of J.P. Morgan (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which J.P. Morgan's name is used merely states that J.P. Morgan is acting as custodian to the Customer. 7. WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) J.P. Morgan will use reasonable care in performing its obligations under this Agreement. J.P. Morgan will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. (b) J.P. Morgan will only be liable for the Customer's direct Liabilities and only to the extent they result from J.P. Morgan's fraud, negligence or willful misconduct in performing its duties as set out in this Agreement. Under no circumstances will J.P. Morgan be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, J.P. Morgan's performance or non-performance under this Agreement, or J.P. Morgan's role as custodian or banker. (c) The Customer agrees that J.P. Morgan provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income on any Financial Asset other than as provided in Section 2.6(b); or (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which J.P. Morgan is instructed to deliver Account Assets. J.P. Morgan is not responsible or Domestic Custody Agreement-New York-General January 2021 19 J P.Morgan liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by J.P. Morgan in physical form that appears to be genuine and valid. 7.2 Force Majeure J.P. Morgan will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. J.P. Morgan will not be liable, however, for any Liabilities of any nature that the Customer or any third party may suffer or incur as a result of causes beyond the reasonable control of J.P. Morgan which may include, but are not limited to, an act of God, fire, flood, epidemics, earthquakes or other disasters, civil or labor disturbance, war, terrorism, acts of any governmental authority or other acts or threats of any authority (de jure or de facto), legal constraint, fraud, theft or forgery (other than on the part of J.P. Morgan or its employees), cyber-attack, malfunction of equipment or software (except where such malfunction is primarily and directly attributable to J.P. Morgan's negligence in maintaining the equipment or software), currency re- denominations, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain (or interruption of) external communications facilities, power failures or the non- availability of appropriate foreign exchange. 7.3 J.P. Morgan May Consult With Counsel J.P. Morgan will be entitled to rely on, and may act upon the advice of, professional advisors (which may be the professional advisors of the Customer) in relation to matters of law, regulation or market practice. 7.4 J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result The Customer hereby authorizes J.P. Morgan to act under this Agreement notwithstanding that: (a) J.P. Morgan or any of its divisions, branches or J.P. Morgan Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that J.P. Morgan may have a potential conflict of duty or interest, including the fact that J.P. Morgan or J.P. Morgan Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issuance of the Financial Assets; or earn profits from any of the activities listed herein; and (b) J.P. Morgan or any of its divisions, branches or J.P. Morgan Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. J.P. Morgan is not under any duty to disclose any such information to the Customer. 7.5 Ancillary Services J.P. Morgan and its subcustodians may use third party providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although J.P. Morgan will use reasonable care (and cause its subcustodians to use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by those third party providers and local agents. Domestic Custody Agreement-New York-General January 2021 20 JTMorgan 8. TAXATION 8.1 Tax Obligations (a) The Customer will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customer's Accounts. (b) The Customer will provide to J.P. Morgan such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify J.P. Morgan immediately if any information requires updating or correcting. J.P. Morgan provides no service of controlling or monitoring, and therefore has no duty in respect of, or responsibility for any Liabilities (including any taxes, penalties, interest or additions to tax, whether payable or paid) that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) the provision to J.P. Morgan or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond J.P. Morgan's control. (C) If J.P. Morgan does not receive appropriate certifications, documentation and information then, as and when appropriate and required, tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, withholding under United States Foreign Account Tax Compliance Act, United States non-resident alien tax and/or backup withholding tax, as applicable). (d) The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that J.P. Morgan will be responsible for any penalty or additions to tax due solely as a result of J.P. Morgan's negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account. 8.2 Tax Relief Services with Respect to American Depository Receipts (a) Subject to the provisions of this Section 8.2, J.P. Morgan will provide (i) a "relief at source" service to obtain a reduction of withholding tax withheld as may be available in the applicable market in respect of income payments on American Depository Receipts ("ADRs") credited to the Securities Account that J.P. Morgan believes may be available to the Customer and/or (ii) a tax reclaim service on certain qualifying Financial Assets. To defray expenses pertaining to nominal tax claims, J.P. Morgan may from time-to-time set minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this Section. (b) The provision of a tax relief service on ADRs by J.P. Morgan is conditional upon J.P. Morgan receiving from the Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from J.P. Morgan), prior to the receipt of ADRs in the Securities Account and/or the payment of income. If Financial Assets comprised of ADRs credited to the Securities Account are beneficially owned by someone other than the Customer, this information will need to be provided to J.P. Morgan with respect to the beneficial owner. Domestic Custody Agreement-New York-General January 2021 21 JTMorgan 9. TERM AND TERMINATION 9.1 Term and Termination for Convenience The term and termination of this agreement will be in accordance with Artiles Vlll and X11 of the Bank Depository Contract. 9.2 Other Grounds for Termination (a) Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following: (i) the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (ii) the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable); or (E) is the subject of a measure similar to any of the foregoing; (b) J.P. Morgan may terminate this Agreement by giving not less than sixty (60) days' prior written notice to the Customer in the event that J.P. Morgan reasonably determines that either the Customer has ceased to satisfy J.P. Morgan's customary credit requirements or servicing the Customer raises reputational or regulatory concerns. 9.3 Exit Procedure (a) The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. (b) J.P. Morgan will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that J.P. Morgan may, in such manner and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amount from the proceeds. Domestic Custody Agreement-New York-General January 2021 22 JPMorgan (c) The Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the Liabilities either party owes to the other arising under this Agreement prior to such termination. (d) Upon termination, the Customer will provide J.P. Morgan with contact information and payment instructions for any matters arising after termination. 10. MISCELLANEOUS 10.1 Notice (a) Unless the Customer and J.P. Morgan have agreed otherwise, J.P. Morgan may, subject to Applicable Law, provide any notice to Customer required under this Agreement, other than a notice pursuant to Section 9, by either posting it on J.P. Morgan's website or portal or, at its option, by other reasonable means. (b) Notices pursuant to Section 9 shall be sent or served by registered mail, nationally recognized delivery service, courier service or hand delivery to the address of the respective party as set out on the first page of this Agreement, unless at least two (2) days' prior written notice of a new address is given to the other party in writing. 10.2 Successors and Assigns This Agreement will be binding on each of the parties' successors and assigns. The parties agree that neither party can assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned. Nevertheless, the foregoing restriction on transfer shall not apply to any assignment or transfer by J.P. Morgan to any J.P. Morgan Affiliate or in connection with a merger, reorganization, stock sale or sale of all or substantially all of J.P. Morgan's custody business. Furthermore, and notwithstanding anything to the contrary in this Agreement, in the event J.P. Morgan becomes subject to a resolution proceeding under the Federal Deposit Insurance Act (12 U.S.C. 1811- 1835a) or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5381- 5394) and regulations promulgated under those statutes (each, a "U.S. Special Resolution Regime") the transfer of this Agreement (and any interest and obligation in or under, and any property securing, the Agreement) from J.P. Morgan will be effective to the extent effective under the U.S. Special Resolution Regime. 10.3 Entire Agreement and Amendments Any provision of the Bank Depository Contract that is in conflict with this agreement shall supersede this agreement. 10.4 Governing Law and Jurisdiction This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City of Baytown, regardless of the place of its execution or performance. The place of making and the place of Domestic Custody Agreement-New York-General January 2021 23 JTMorgan performance for all purposes shall be Baytown, Harris County, Texas.10.5 Severability; Waiver; Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. (c) The parties' rights, protections and remedies under this Agreement shall survive its termination. 10.6 Counterparts This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement. 10.7 No Third Party Beneficiaries Except as expressly provided herein, a person who is not a party to this Agreement shall have no right to enforce any term of this Agreement. Domestic Custody Agreement-New York-General January 2021 24 JPMorgan CITY OF BAYTOWN JPMORGAN CHASE BANK, N.A. By: By: Name: Name: Title: Title: Date: Date: Domestic Custody Agreement-New York-General January 2021 25 JTMorgan ANNEX A Electronic Access 1. J.P. Morgan may permit the Customer, and its Authorized Persons and other persons designated by the Customer or its Authorized Persons (collectively "Users"), to access certain electronic systems and applications (collectively, the "Products") and to access or receive Data (as defined below) electronically in connection with the Agreement. J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or suspected to be at risk. Access to the Products shall be subject to the Security Procedure. 2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non- exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the "Data") for the Customer's internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Users, provided that such use shall be in accordance with the terms of the Agreement, including this Annex. The Customer will not disclose or distribute (and will cause the Users not to disclose or distribute) to any other party, or allow any other party to access, inspect or copy the Products or any Data, except as reasonably necessary in the course of Customer's management or administration of the funds or accounts for which services are provided under this Agreement. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan. 3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet to access and use the Products, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer and its Users to access and use the Products. All such software must be interoperable with J.P. Morgan's software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment. 4. In cases where J.P. Morgan's website or the Products are unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Users to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of the Customer's use of, access to or inability to use the Products in the absence of J.P. Morgan's gross negligence, fraud or willful misconduct. Domestic Custody Agreement-New York-General January 2021 26 J P.Morgan 5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to, and will ensure that its Users are advised of and have consented to, such monitoring, tracking and recording, and J.P. Morgan's right to disclose data derived from such activity in accordance with the Agreement, including this Annex. J.P. Morgan shalt own all right, title and interest in the data reflecting the Customer usage of the Products or J.P. Morgan's website (including general usage data and aggregated transaction data), provided that J.P. Morgan's use of such data shall remain, subject to its obligations of confidentiality set forth in this Agreement. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Customer hereby expressly consents, and will ensure that its Users are advised of and have consented to, J.P. Morgan's collection, storage, use and transfer (including to or through jurisdictions that do not provide the same statutory protection as the originating jurisdictions(s)) of their personal data. Any personal data collected through, or in connection with, the Customer's use of the Products shall be subject to J.P. Morgan's Privacy Policy (available at: littns://www.ipiiioreaii.conl/elobil/privacy) and Cookies Policy (available at: Imps: "„v.jpmorean.com/ttlobal/cookies), each as updated from time to time and incorporated herein by reference. 6. The Customer shall not knowingly upload, post or transmit to or distribute or otherwise publish through the Products or J.P. Morgan's website any materials which (i) restrict or inhibit any other user from using and enjoying the Products or the website, (ii) are defamatory, offensive, explicit, or indecent, (iii) infringe the rights of third parties including intellectual property rights, (iv) contain a virus, Trojan horse, worm, time bomb, cancelbot or other harmful component, or (v) constitute or contain false or misleading information. 7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its Users upon written request. The Customer shall not access, and shall not permit its Users to access, the service from any jurisdiction where J.P. Morgan informs the Customer, or where the Customer has actual knowledge, that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the Users, the Customer shall obtain from each User all necessary consents to enable J.P. Morgan to process data concerning that User for the purposes of providing the Products. 8. The Customer will be subject to and shall comply with Applicable Law with regard to its use of the Products, including Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data. 9. The Customer shall be responsible for the compliance of its Users with the terms of this Annex. Domestic Custody Agreement-New York-Generat January 2021 27 Exhibit "E" 1161 I 111 U.S. CASH CONCENTRATION SERVICE TERMS (SINGLE ENTITY) V2.7_10_16_19 Customer:CITY OF BAYTOWN Effective Date: These U.S.Cash Concentration Service Terms(Single Entity)(these"Service Terms")are entered into by and between the Customer(identified above) and JPMORGAN CHASE BANK, N.A. (the "Bank"), The parties agree that the provisions of the Bank's account documentation, including Account Terms, and any country addenda thereto (collectively, the"Account Documentation"), which the Customer received and agreed to be bound by, are incorporated into these Service Terms by reference in their entirety. The Customer must sign these Service Terms and the Schedule A(defined below) in order to participate in the Service(defined below)and by doing so authorizes the transactions described herein. 1. Service. The Bank will provide the Customer with its U.S. Cash Concentration Service (Single Entity)(the "Service") by which the Bank will automatically transfer funds in the amounts and in accordance with instructions and selections set forth in the attached Schedule A(as may be amended,modified or revised,the"Schedule A"),to and/or from the Customers U.S.dollar demand deposit accounts maintained in the U.S.at the Bank and listed on Schedule A(collectively,the"Customer Accounts;"each,a"Customer Account"). 2. Balances. The Customer shall maintain sufficient balances, as determined by the Bank, in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account,such overdraft shall be immediately due and payable by the Customer,without further notice or demand,together with interest thereon for the period of the overdraft. 3. Representations and Warranties. The Customer represents and warrants to the Bank that: (i) it is and will remain the sole legal and beneficial owner of the funds contained in each Customer Account; (ii)no Customer Account is a special,trust or restricted account,or subject to any mortgage,charge,lien or other encumbrance,and the Customer covenants to the Bank that it will not create,or permit to subsist,any charge, lien,or other encumbrance on any Customer Account or any of its rights,title and interest in or relating to such Customer Account,other than any created in favor of the Bank,if applicable;(iii)these Service Terms will,upon execution and delivery,constitute the legal,valid and binding obligation of the Customer, enforceable against the Customer in accordance with applicable law; (iv) the execution of these Service Terms and the performance and obligations by the Customer,will not conflict with or breach the terms of its constitutional documents or of any other agreement, instrument,obligation or restriction,whether statutory, contractual or otherwise to which it is a party of which is incumbent upon it;and(v)it has obtained and will maintain all rights,approvals and consents necessary to enter into these Service Terms,perform its obligations and has made all disclosures required by it,if applicable,under applicable law.. 4. Acknowledgments. (a) The Customer acknowledges that in order to control or mitigate operational, reputalional,credit,legal or regulatory risk,which,in the Bank's sole opinion, inhibits the operation of the Service, or any part thereof, the Bank may suspend the Service, or any part thereof, until: (1)the Bank's concerns are resolved to its satisfaction;and(ii)the Bank notifies the Customer of the resumption of such activity. (b) The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose,in any jurisdiction. The Customer acknowledges that it:(i)made an Independent assessment for its own purposes and consulted its own financial, legal,tax and other advisors; and(ii)has fully satisfied itself as to any tax impact of this Service before agreeing to the terms herein,and is responsible for any income,withholding or other taxes imposed by any jurisdiction. 5. Authorized Changes. The Customer and the Bank may agree on additions,deletions or changes to the Service via:(i)both parties executing a revised Schedule A, or (it)other acceptable documentation agreed to by the Bank, the execution of which shall extend the representations, warranties, acknowledgments and terms of these Service Terms for the affected Customer to such revisions. The Bank may unilaterally make additions,deletions or changes to the Service via written or electronic notice to the Customer. 6. Set Off; Transfer. In addition to any other rights and remedies the Bank may have,including those in the Account Documentation,the Bank shall have the unrestricted right, at any time,without notice, to: (i) set off, in whole or in part, any funds in any Customer Account, against any overdraft in any other Customer Account; and (it)transfer or otherwise apply, in whole or in part, any overdraft in any Customer Account,to any other Customer Account,even if so doing places such other Customer Account into or further into, an overdraft. 7. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the"InterCo Feature"),provided by the Bank,that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the InterCo Feature,the Bank will provide the Customer with reports for the Customer Accounts detailing: (i)a tracking of accumulated inter-account balance transfers; and(ii)a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the InterCo Feature,will provide the Customer with automated posting to the affected Customer Accounts of applicable intracompany earnings and borrowing charges. 8. Credit Facility. The Customer understands that this Service is established as a convenience for the Customer and is not intended as a mechanism for the extension of credit or a substitution for a credit facility. The Bank reserves the right to treat an overdraft in any one or all Customer Accounts as an extension of credit bearing interest and/or requiring loan documentation. The Bank may,in its sole discretion,establish overdraft limits which restrict the total net or gross overdrafts,or overdrafts in any one Customer Account. PN:2139780 DOC ID: 1 Page i of 5 MIN iimill wil P� l 9. Required FDIC Disclosures. In the event of a failure of the Bank,funds transferred as part of a Service will be considered deposits of the account in which the funds are held,as reflected on the Bank's end-of-day ledger balance,by the Federal Deposit Insurance Corporation("FDIC") after completion of all transactions related to the Service and will be insured by the FDIC under its applicable insurance rules and limits. 10. Term; Termination. These Service Terms shall be in effect as of the Effective Date and shall remain in effect unless and until terminated. These Service Terms may be terminated by either party upon written notice to the other party effective immediately; provided that,any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. 11. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of Texas,without reference to the conflict of laws provisions thereof. The Customer consents to the jurisdiction of the state and federal courts located within Harris County,Texas, for the adjudication of all matters relating hereto or arising hereunder. CITY OF BAYTOWN JPMorgan Chase Bank,N.A Customer By: By: Signature Signature Print Print Name: Name: Title: Title: PN:2139780 DOC 1D:1 Page 2 of 5 I I I SCHEDULE A I CASH CONCENTRATION (SINGLE ENTITY) IMPLEMENTATION FORM - CONCENTRATION OPTIONS UNITED STATES CASH CONCENTRATION SERVICES Schedule A Effective Date: List the account(s)participating in the cash concentration structure,specify the direction of transfer,and include the account name and number of the master account. Additional instructions are included on the following page. Master Customer City of Baytown Master Customer Is the Master Customer YES Account Owner and /746000246 Account Title Account Owner same as the Tax I.D.(if Agent on this set up? NO❑" applicable) Master Customer 675512487 Master Customer "Name and Tax I.D.of Account Number' Account Location Legal Entity as Agent if different than the Master Customer Account Owner CUSTOMER ACCOUNT INFORMATION AND TRANSFER OPTIONS Account 1 Account 2 Account 3 Account 4 Account 5* Customer Account Number 675512495 675512503 Customer Account Owner Legal Name City of Baytown City of Baytown Operating Payroll Customer Account Tax I D3 746000246 746000246 Customer Account Locations Tx Tx ZBA Setups Transfer Type' Target Balance' Balance Type' Frequency9 Transfer Options Transfer Time10 Return of Funds" Overdraft Allowed12 Back Value Optioni3 Comments/Other74 InterCompany Re ortin Service1s Debit Base Rate Index+/-Spread 1' Credit Base Rate InterCompany Index+/-Spread 16 Reporting Starting Balance" Options Debit Post Option18 Credit Post Option" Comments/Other19 Remarks: 1. Master Customer Account: The master customer account,otherwise known as concentration account,funding account,header account,or parent account,provides funds to customer accounts or receives excess funds from customer accounts to achieve the target balance in the customer accounts. 2. Customer Account:Accounts that are included in the cash concentration structure,and are also known as sub accounts,child accounts or participating accounts. PN:2139780 DOC ID: 1 Page 3 of 5 fill, IN 3. Customer Account Tax ID: Indicate account's tax ID or applicable US Tax Identification(enter n/a for entities with no existing tax identification); if entity can be classified as a Disregarded Entity,please mark DE next to tax ID(i.e. 123456789DE). 4. Customer Account Location:State or Branch location of the referenced account. EOD(End of day)sweeps are only possible if the master and source account are in the same branch, or if the master account is in the Utah branch. 5. ZBA Setup:Indicate ES or-No for standard setup;if"yes"is indicated,then no other fields are required to be completed. ZBA setups have all of the following transfer options: • Transfer Type:ZBA Transfer Time:End of day transfers • Target Balance=0.00 Return of Funds Option:No • Balance Type:Ledger balance Overdraft Allowed:Yes • Frequency:Daily transfer execution Back Value Option:Yes If any options differ from the above,indicate NO and complete the remaining fields. 6. Transfer Type: • ZBA(Zero Balance Accounts)—Standard Two-way transfer,always establishes zero or target balance in customer account. • UP (One Way Up)—Transfers balances in excess of the target balance from the customer account to the master account. • DOWN (One Way Down)—Transfers balances from the master account to the customer account to achieve the customer account's target balance. • FIX(Fixed Transfer)-Transfers a fixed amount from the customer account to the master account. • PER(Percentage Transfer)—Transfers a percentage of the balance between the customer account and master account**. 7. Target Balance: Indicate either zero or positive number(in whole numbers only,no cents). 8. Balance Type:Indicate whether transfer is for collected balance=C or ledger balance=L. 9. Frequency:Indicate transfer frequency(D:Daily(Default);IN:Weekly and indicate 1 to 5 to represent Mon to Fri,e.g.W3 for every Wednesday; B:Biweekly and indicate 1 to 5 for Day of the week:M: Monthly and indicate date,e.g.M30 for 301h of the month;A:Actual—indicate details separately in comments). 10. Transfer Time:Default is EOD for end of day, Indicate intraday time frame for applicable intraday time-all ET(7:00 am,9:00 am, 10:30 am, 12:30pm,2:00 pm,3:30 pm,5:00 pm,8:00 pm or LATE for Late Intraday)in the format————(i.e.0900=9:00 am). 11. Return of Funds:Indicate return of funds setting by Inputting YES(blank=no).If setting is return of funds to an alternate account,indicate the account number. 12. Overdraft Allowed:Allow master account to overdraw when necessary,to fund customer account,enter A.Do not allow overdraft(enter N) should be indicated to prevent overdrawing the master account(transfer will not take place). 13. Back Value Option:Allows the master account to synchronize with prior period balance adjustments posted on a customer account;indicate YES or NO(default selling is yes). 14. Commentary/Other: Indicate any additional special instructions that have been previously discussed that are applicable to the transfer.Such customized instructions as min/max transfers,incremental transfers and three account instructions can be indicated in this area. 15. Intercompany Reporting Service:Indicates whether customer account participates in intercompany reporting service(Y/N). 16. Debit/Credit Base Rate Index&Spread:Indicate Debit and Credit Index Basis Rate and Spread by Basis Points(i.e. Effective Fed Funds+20bos).Index rates can differ by credit and debit rates and by account;indicate none if no index rate is required. Contact your J.P.Morgan representative for details on available rate options. 17. Starting Balance:Indicate starting account balance for tracking purposes(most commonly indicated as zero). 18. Debit/Credit Post Option: Indicate whether interest should be posted(POST)or only displayed D( ISP)on the monthly statement.If another account should be debited or credited interest other than the customer account,indicate in Commentary Field. 19. CommentarylOther: Indicate any additional instructions applicable to the intercompany reporting service as necessary. 'Additional accounts may require adding additional pages. "Requires additional discussion and possible visual representation of the proposed solution. Please attach a diagram to confirm complex structures(multiple account tiers and/or instruction types across multiple accounts). This Schedule A supersedes any previous Schedule A with respect to the Information,accounts and selections noted herein. By signing below,the Customer:(i)agrees to the U.S.Cash Concentration Service Terms(Single Entity)(the"Service Terms");(ii)extends the representations,warranties,acknowledgments and terms of the Service Terms;and(III)confirms such information, accounts and selections set forth in this Schedule A for this service. PN:2139780 DOC ID: 1 Page 4 of 5 1{ mill Signature Instructions: When instituting a new Cash Concentration structure (adding or deleting accounts), a Customer signature is required below, for all Cash Concentration Services. CITY OF BAYTOWN JPMorgan Chase Bank,N.A. Customer By: By: Signature Signature Print Print Name: Name: Title: Title: [Signature page to U.S.Cash Concentration Service Terms(Single Entity)—Schedule A] PN:2139780 DOC ID:1 Page 5 of 5 EXHIBIT "F" Pledgee Agreement Form To: Federal Reserve Bank of Boston Tel: 800-327-0147,Option#4 600 Atlantic Avenue Fax: 877-973-8972 Boston, MA 02210 Attn: Wholesale Operations/Joint Custody Date: We, the agree to the terms of Appendix C of your Operating Circular 7, dated August 19, 2005,as it may be amended from time to time with respect to the account on your books designated . (4 digit alpha-numeric account number) We further agree that you may accept par for par substitutions: securities from the Pledgor as a replacement of, or in substitution for, those securities presently held(please check one): NO (Instructions required for YES (Standing approval) each withdrawal) Provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular- 7,Appendix C,Section: 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please check one): Three-party call-back Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. Telephone: Print Name: "Title: Fax: Signature: Date: Telephone: Print Name: _ Title: Fax: Signature: _ _ Date: Telephone: Print Name: _ Title: _ Fax: __ Signature: Date: REV 01/2006 Pledgee Agreement (page 2 of 2) Telephone: Print Name: Title: Fax: Signature: Date: The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Street Address or P.O Box Number City,State,Zip Code Official Signature/Date Printed Name and Title Notary State of County of On this day of 20_ before me personally appeared to me personally known or satisfactorily proven,who by me duly sworn,did depose and say that he/she resides at , in the City of , in the State of ,that he/she is the [Title]of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV O1/2006 EXHIBIT "G" CHASE 1.0 J.P.Morgan Core Signer Authorization V1.5_04_05_19 What is this This form allows the Customer to: form? designate officers who manage the Customer's relationship (Managing Officers), and • provide contact details and an example of each Managing Officer's signature This form applies to all Accounts and Services that each Customer has, or in the future may have, with JPMorgan Chase Bank, N.A., and any of its affiliates (the Bank). For how many entities is this form being submitted? 11 Definitions A defined term has the meaning given in the Account Terms unless defined here or the context indicates otherwise. IN:_-1'39s/ 001 111 ; Page 1 of 3 Part 1: Customer Legal name ICITY OF BAYTOWN What type of Identification Number are you using? ITax ID Number(TIN) TIN 74-6000246 Organization type Governmental Entity Government Entity type July Part 2: Managing Officer Managing Officer authorities Customer authorizes each Managing Officer to,on its behalf: • open,maintain or close an Account • enroll in,agree to use or terminate a Service • receive,sign or acknowledge any Items,and Account or Service agreements, notices,terms or documents • order Account payments by paper or electronic means • give or verify an Instruction • endorse Items payable to the Customer • change or withdraw the authority of account signers and Authorized Persons,and • delegate one or more of these authorities in writing. Managing Officer details Use this part to add, remove or update a Managing Officer. Each Managing Officer should sign below unless the Customer is relying on a different document containing their signature,which the Bank can accept in its sole discretion. What action do you want to take? jAdd a Managing Officer Name JW.VICTOR BROWNLEES Title DIRECTOR OF FINANCE Business email VICTOR.BROWNLEES@BAYTOWN.ORG Business phone 281420-6531 Mobile phone 2— Signature e Zt/ g4 evt� What action do you want to take? jAdd a Managing Officer Name ILINDA TATE-SMITH Title ITREASURY ANALYST Business email LINDA.SMITH@BAYTOWN.ORG Business phone 281420-6532 Mobile phone f — 6 9 —.2-7 Signature op �ylD,�, ;JJ JW�£ ?%:2 93957 Du S ID 1 Page 2 of 3 Customer agreement Customer agrees that: • it has received and agreed to be bound by the Account Terms and any applicable Service Terms,supplements,or amendments, and • a Managing Officer is an Authorized Person under the Account Terms. Part 3: Certification For a Governmental Entity,the Certifying Officer may be: • the public official authorized bylaw to establish and administer the Government Entity's financial accounts(Financial Officer),or • the custodian of the Government Entity's official records(Certifying Official). I certify that for each Customer identified in Part 1: • I am authorized to sign this document on the Customer's behalf,and • all statements in this document are correct and consistent with its organizational and governing documents. DetailsCertifying Officer What type of Certifying Officer are you? iFinancial Officer Are you also a Managing Officer? IYes Name W.VICTOR BROWNLEES Title DIRECTOR OF FINANCE Business email VICTOR.BROWNLEES@BAYTOWN.ORG Business phone 281-420-6531 Mobile phone ,6 - Signature W. Dale ' An official other than the Financial Officer must also sign below. The signer below certifies that the Financial Officer: • holds the office indicated above • is authorized to administer the Accounts and to take all actions and enter into all agreements described in this Authorization,and • is the person whose signature appears above. Are you also a Managing Officer? iYes Name LINDATATE-SMITH Title ITIREASURY ANALYST Business email ILINDA.SMITH@BAYTOWN.ORG Business phone 281-420-6532 Other phone - Signature Date Uo;rm i Page 3 of EXHIBIT "H" 'I Ell' A'11 �� 151 BUSINESS SIGNATURE CARD V1.3 09 30 19 This form captures the signatures of authorized account signers of the Customer.Each signer must use black ink to sign inside the signature box or insert a duplicate image of an original signature.They may also provide a facsimile signature (including a computer generated signature)that can be applied to a check drawn on each Account on Schedule A. Page 1 of 3 Customer details Legal name CITY OF BAYTOWN TINISSN 746000246 ❑Signatures for new Account(s) ❑Additional signatures for fisted Account(s) Address 2401 MARKET ST ®Replacement of all signatures for listed Account(s) City,State ZIP BAYTOWN,TX,776206204,USA Phone 281420-6532 Account(s) Refer to attached Schedule A Account signers Name W.VICTOR BROWNLEES Phone number(s) 281420-6531 Title DIRECTOR OF FINANCE Signature ®p Business email VICTOR.BROWNLEES@BAYTOWN.ORG /(n/„ Name W.VICTOR BROWNLEES (facsimile) Phone number(s) 281.420-6531 Title DIRECTOR OF FINANCE Signature Business email VICTOR.BROWNLEES@BAYTOWN.ORG Customer agrees that: • it has received and is bound by the Account Terms and any applicable Service Terms,supplements,or amendments • a facsimile signature may only be used for the issuance or endorsement of checks and that any person who applies such an Image Is authorized to issue,or verify the issuance of,any check drafted against the listed Account(s)or endorse a check for deposit to the listed Account($),and • JPMorgan Chase Bank,N.A.(the Bank)can rely on each Account signers authority until the Bank receives written notice to the contrary and has had reasonable opportunity to act on it. I certify that I am authorized to sign this document for the Customer and that each: • statement in this document is correct and satisfies our internal account authorization,organization and governing documents • Account signer's signature,whether an original or a duplicate image of an original,is an accurate and complete representation of that signer's signature • Account signer is authorized to sign and act for the Customer for each Account on Schedule A(including enrolling in a service),and • image(including a facsimile signature)is authorized dd for use when issuing a check,regardless of who applies it or how it is applied. Signature G/�"" L!S�"-' Name W.VICTOR BROWNLEES Date Title DIRECTOR OF FINANCE OF111—, Signature ® Name Dale (if required by your corporate resolution) Title PN:2098987 DOC ID:2 Page 2 of 4 �9I III, Page 2 of 3 Legal name CITY OF BAYTOWN Account(s) Refer to attached Schedule A Additional account signors Name RICHARD L.DAVIS Phone number(s) 281-420-6502 Title CITY MANAGER Signature ®p Q/wv Business email RICK.DAVIS@BAYTOWN.ORG ��' Name RICHARD L.DAVIS (facsimile) Phone number(s) 281420-6502 Title CITY MANAGER Signature ®i" Business email RICK.DAVIS@BAYTOWN.ORG \ \' Qa4v Name NICK WOOLERY Phone number(s) 281420-6502 Title ASST CITY MANAGER Signature ®� Business email Name NICK WOOLERY (facsimile) Phone number(s) Title ASST CITY MANAGER Signature ®� Business email Name Phone number(s) Title Signature �a Business email Name Phone number(s) Title Signature ®` Business email Name Phone number(s) Title Signature ®p Business email PN:2098987 DOC ID:2 Page 3 of 4 Page 3 of 3 Business Signature Card-Schedule A:Company details Legal name CITY OF BAYTOWN TINISSN 746000246 Business Signature Card-Schedule A:Account List # Legal name TINISSN Account number Account title 1 CITY OF BAYTOWN 74-6000246 675512495 OPERATING 2 CITY OF BAYTOWN 74-6000246 675512487 CONCENTRATION 3 CITY OF BAYTOWN 74-6000246 675512511 WATER AUTH 4 CITY OF BAYTOWN 74-6000246 937441749 DISBURSEMENT 5 CITY OF BAYTOWN 74-6000246 675512503 PAYROLL 6 CITY OF BAYTOWN 74-6000246 612517810 SEP 7 8 9 10 11 12 13 14 15 16 17 18 19 20 PN:2098987 DOC ID:2 Page 4 of 4 tmIDli ' I" City of Baytown B5 (for Companies GOVERNMENT CODE VERIFICATIONS with 10 or more full-time employees enteringinto a contract with a value of$100,000 or more) Pursuant to the Texas Government Code, I, the undersigned representative of (Company Name), do hereby verify the following for and on behalf of the above- referenced company(the"Company"): a. the Company does not boycott Israel and will not boycott Israel during the term of the contract to be entered into with the City of Baytown; b. the Company does not boycott energy companies and will not boycott energy companies during the term of the contract to be entered into with the City of Baytown; and c. the Company does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association. In making this verification, I understand that the following definitions apply: I. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize,inflict economic harm on,or limit commercial relations specifically with Israel,or with a person or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action made for ordinary business purposes. 2. "Boycott energy company" [Weans,without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: a. engages in the exploration,production,utilization,transportation,sale,or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law;or b. does business with a company described by Paragraph(a). 3. "Discriminate against a firearm entity or firearm trade association" means,with respect to the entity or association, to: a. refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; b. refrain from continuing an existing business relationship with the entity or association based solely on its status as a frreanm entity or firearm trade association; or C. terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or frreami trade association; but does not include: a. the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms,or firearm accessories; and b. a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (1) to comply with federal,state, or local law,policy,or regulations or a directive by a regulatory agency;or (2) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. EXECUTED this the day of 20. Company Name Signature Printed Name/Title STATE OF TEXAS § COUNTY OF HARRIS § Before me, the undersigned notary public, on this day personally appeared the (Title)of (Company Name),known to me to be the person whose name is subscribed to the foregoing instrument,who after by me being duly sworn,did swear and affirm that the above is true and correct. Given under my hand and seal of office this_day of 20_. Notary Public in and for the State of Texas