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HomeMy WebLinkAboutResolution - 2024-R0279 - PSA JP Morgan Securities, Investment Management Services - 06/11/2024Resolution No. 2024-RO279 Item No. 5.6 June 11, 2024 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is licr,:17 au-41iorized and directed to execute for and on behalf of the City of Lubbock, Professional Service Agreement Contract No. 18127 for Investment Management Services, by and between tale City of Lubbock and JP Morgan Securities and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on Uourtney Yaz, Lity Secretary APPROVED AS TO CONTENT: CA��� 2)'t� Cheryl Brock, Interim Chief Financial Officer APPROVED-1$-T-R FO Si fTAf,' stant City Attorney ccdocs II/RES.PSA-JP Morgan Securities June 5, 2024 Resoltitioii No. 2024-R0279 CUSTOMER AGREEMENT Contract 18127 THIS DOCUMENT IS A BINDING CONTRACT AND CONTAINS OBLIGATIONS THAT CAN BE ENFORCED AGAINST YOU. PLEASE READ IT CAREFULLY. After you complete, review and sign this form, provide it to your advisor for processing. City of Lubbock, Texas Account Holder Name Account Number Account Number Account Number Account Number This agreement (Agreement) sets forth the terms and conditions on which J.P. Morgan Securities LLC, its successor firms, present and future direct or indirect subsidiaries, affiliates and assigns, will open and maintain account() !Account(s)) in your name and otherwise transact business wr l y au. The parties to this Agreement call consist of you and J.P. Morgan Securities LLC, its successor firms, present and future direct or indirect subsidiaries, affiliates and assigns with which you transact business. (Each affiliate or J.P. Morgan Securities LLC is referred to as a "J.P. Morgan entity" and all J.P. Morgan entities together with J.P. Morgan Securities LLC are referred to collectively as J.P. Morgan.) Your signature below confirms that you agree to all terms set forth in this Agreement. 1. Nature of Services a. R A J.P. Morgan entity will execute transactions accepted by it and/or will provide such other clearance, settlement and custody services in connection with the maintenance of your Account(s) at J.P. Morgan. In providing services under this Agreement, J.P. Morgan is acting as a broker -dealer and custodian, and not as an investment adviser under th; ii vestment Advisers Act of 1940. Brokerage activitiez a re Tated .jnder different laws and rules than advisory activities G id = °orally do not give rise to the fidrea duties that an adviser has to its clients. acting in a brokerage a: icity for certain clients, J.P. Morgan ,:'II make investment recommendations that are in Your best ;merest, based on the information you have shared with us about you and your preferences. Furthermore, in performing services under this Agreement for Accounts which are subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), or are held under a "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of 19 as amended (Code), when J.P. Morgan provides "ir.c tment advice" it acts as a "fiduciary" (as those terms are defined under Section 3(21) of ERISA and Section 4975 of the Code, as applicable) with respect to such Accounts. Neither J.P. Morgan nor its employees are authorized to provide, and shall not provide, legal, tax or accounting advice or services, and you will not solicit or rely upon any such advice from them whether in connection with transactions in any of your Accounts or otherwise. You have consulted or will consult with your own technical, legal, regulatory, tax, business, investment, financial and accounting professionals to the extent you deem necessary in determining the investment and trading strategy appropriate for you and the appropriateness of each trans•-.-`i n. c. J.P. Morgan s it: I rot he -nv action or render any advice with respect.[ ��roxies related to issues of securities held iii yor.i Further, there may be instances when you mr., iot be able to exercise voting or other rights of ownership, including, b.li not limited to, the circumstances described in Section 12 J.P. Morgan will forward all proxies received by ?, ncl.i; ic; proxy solicitation material and other related material sucl interim reports, annual reports and other issuer mailin"s (Proxy and Related Material) to ',c�L �,r a third party as yc.� Instruct. If you receive Proxy and Related M1 'erial regarri'n _) investments in your Account(s,. you are 'esponsibl, r providing J.P. Morgan with ariv applicable instructions r directions contemplated b, s_I-) communications. If yoi. notify J.P. Morgan that you have revoked a third party's authority, all Proxy and Related Material will be sent to you on a going -forward basis fro, "i c' e the revocation is effected by J.P. Morgan until yol., notify J.P. Morgan to send all Proxy and Related Mate i�: tc a litherthird party. 2. Investment Products Are Not FDIC Insured, Are Not Bank Guaranteed, and May Lose Value You hereby acknowledge that you have received and understand the following disclosure and that securities (including money market funds and other mutual funds), annuities and i-isurance are: not insured by the Federal Deposit Insurance Coi [,oration (FDIC) or any other governmental agency; not deposits ; r c;ther obligations of, or guaranteed by, JPMorgan Chase Bank, N.r'. o any of its affiliates; and subject to investment risks, including possible loss of the principal invested. 3. Investment Applicable Laws, Rules and Regulations a. All transactions shall be subject to the applicable laws, rules and regulations of all federal, state and self -regulatory authorities, including, but not limited to, the rules and regulations of the Board of Governors of the Federal Reserve System; U.S. Securities and Exchange Commission no -action letters; and the constitution, rules and customs of the exchange or market (and clearing house) where such transactions are executed, including, ere appropriate, securities laws in other jurisdictions where iransactions for yot:r Accc.int may be carried out (collective Applicable Laws). b. You represent a,ic % rant that (i) you are solely responsible for, and J.P. Morg.-Ii D n(;: responsible for, your tax affairs or obligations; (ii) you do r -r. I .: e reasonable grounds to suspect that any assets in, or to Ir posited in, your Account(s) with J.P. Morgan are, or may it 1 f,rme be, the proceeds of any criminal activity or con -it, it cl_, ing, but not limited to, tax crimes); (Ili) the existen_­ of your Account(s), the assets in your Account(s) and the i r:ome derived from your Accounts) have been or will be discle ed to the relevant tax authorities, if INVESTMENT AND INSURANCE PRODUCTS ARE: • NOT FDIC INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGLNCY • NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED BY, JPMORGAN CHASE BANK, N.A. OR ANY OF ITS AFFILIATES • SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED 33840 J v3.3 1 Doc Codes 003 CA, 073 W-9, 085 SEC Disc 1 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT such disclosure is required by the laws that apply to your Account(s), the assets in your Account(s) or, if applicable, to the benefit or economic interest holder of your Account(s); and (iv) all information that has been, or will be, provided to J.P. Morgan is complete and accurate, including any information pertaining to your country of citizenship, residence, principal place of business and any other relevant information to determine legal and tax status. Further, you undertake to W inform J.P. Morgan immediately of any changes in connection with the information that you have provided J.P. Morgan, and (ii) promptly provide J.P. Morgan with such information and documentation relating to your tax affairs as J.P. Morgan may request in order to comply with J.P. Morgan's regulatory obligations. c. You make the representations and warranties contained herein for and on behalf of yourself and all other persons that may have a beneficial or economic interest in the assets held in the Account(s). You represent and warrant that you are authorized to make these representations and warranties, and that you are sufficiently knowledgeable about the matters contemplated hereby to make the representations and warranties contained herein. You hereby agree that you will notify J.P. Morgan immediately if any of the representations and warranties contained herein cease to be true. d. J.P. Morgan is committed to complying with U.S. statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA PATRIOT Act requires that all financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures. until you provide the required information or documents, J.P. Morgan may not be able to open or maintain an Account or effect any transaction for you. e. If your Account is being opened on behalf of an employee pension benefit plan (plan) that is subject to ERISA, you acknowledge that prior to making an investment in your Account, you have received and have had a sufficient opportunity to review certain disclosures provided separately by J.P. Morgan. These disclosures contain information to assist you, as plan fiduciary, in assessing the reasonableness of the plan's contracts or arrangements with J.P. Morgan, including the reasonableness of J.P. Morgan compensation, as required by ERISA section 408(b)(2) and the regulations thereunder. t. For the purposes of Section 15B of the Securities Exchange Act of 1934 and Rule 1513a1-1 et seq. promulgated thereunder (the Municipal Advisor Rule), you represent and warrant that none of the funds to be deposited to the Accounts) and/or invested in the Account(s) constitute or contain i) proceeds of municipal securities (including investment income therefrom and monies pledged or otherwise legally dedicated to serve as collateral or a source of repayment for such securities) or (ii) municipal escrow investments (as each such term is defined in the Municipal Advisor Rule). You further represent and warrant that you have access to the appropriate information or have direct knowledge of the source of funds to be deposited and/or invested in the Account(s) to enable this representation to be made and J.P. Morgan to rely on it. 4. Satisfaction of Your Liabilities; Security interest and Lien a. You agree to satisfy each and every obligation or liability you owe to J.P. Morgan (such obligations or liabilities, whether fixed, matured, unmatured, liquidated, unliquidated or contingent, are referred to as Obligations) when due, including, without limitation, to pay any debit balance in any Account and the Costs described in Section 13 and, in the event of a sell or redemption order by you, to deliver the applicable security in good deliverable form no later than the deadline set by J.P. Morgan, if the applicable security is not credited to an Account at the time such order is placed or settled. b. To secure the payment and performance of your Obligations to each J.P. Morgan entity, you hereby grant each J.P. Morgan entity a lien on and a valid and first priority, perfected, continuing security interest and assign to each J.P. Morgan entity all of your rights, title and interests in the following: (i) all property, including all investment property, held, carried or controlled by or through any J.P. Morgan entity in which you presently have or in which you acquire an interest in the future, including all property in each Account in your name; (ii) any and all rights, claims or causes of action you may now or hereafter have against any J.P. Morgan entity; and (iii) all proceeds of or distributions on the foregoing. (Collectively (1) through (iii) are referred to in this Agreement as Collateral). Each item of property, including Investment Property, a Security, a general intangible, contract rights, an Instrument and cash, held in or credited to any Securities Account at a Securities Intermediary shall be treated as a Financial Asset. All undefined terms in the preceding sentence shall have the meanings ascribed to them in the New York Uniform Commercial Code (NYUCC) as in effect from time to time. Notwithstanding any other provision of this Agreement to the contrary, except as may be permitted by applicable laws (but only to the extent the rights granted and/or actions contemplated hereunder would not give rise to a non-exempt prohibited transaction under Section 4975 of the Code), J.P. Morgan does not look to the assets or other property held within Individual Retirement Accounts or any qualified retirement or welfare benefit plan Account (collectively, Retirement Accounts) to satisfy any debt or obligation that exists in connection with any non -Retirement Account that J.P. Morgan maintains for you, nor does J.P. Morgan look to such not)-Retirernent Account assets or other property to satisfy any debt or Obligation that exists in connection with any Retirement Accounts, and the term Collateral as used in this Agreement shall be interpreted to be consistent with this sentence. Retirement Accounts remain subject to legal remedies for debts and Obligations owed in relation to the Retirement Accounts themselves. c. Any collateral held by a J.P. Morgan entity is held by such J.P. Morgan entity as agent and bailee for itself and all other J.P. Morgan entities. Each J.P. Morgan entity holding Collateral shall, without your further consent, comply with (i) entitlement orders or instructions from a J.P. Morgan entity with respect to the Collateral and (ii) if such J.P. Morgan entity holding Collateral is a commodity intermediary, any instructions to such J.P. Morgan entity from another J.P. Morgan entity to apply any value distributed on account of a commodity contract. Additionally, each J.P. Morgan entity holding Collateral has the right, in its sole discretion, not to 33840 1 v3.3 I Doc codes 003 CA, 073 W-9, 085 SEC Disc 2 RETAIN A COPY FOR YOUR RECORDS ATAfeIlTii �44>i14►k>r comply with (i) any entitlement order or instruction from you or a third party with respect to the Collateral and (ii) any instruction from you to apply any value on account of any commodity contract, if a J.P. Morgan entity requests that such order or instruction not be complied with in order to maintain security for the payment and performance of your Obligations to it. Further, each J.P. Morgan entity is authorized, at any time and without notice to you, to transfer Collateral from any of your Account(s) to any account of an obligor for which you have provided a guarantee within such J.P. Morgan entity and/or at any other J.P. Morgan entity to collateralize or satisfy any Obligations of such obligor. You agree that the actions of a J.P. Morgan entity in not complying with orders or instructions as allowed in this Section 4(c) satisfy any duties J.P. Morgan may have under the NYUCC. d. You agree that your execution of this Agreement shall constitute notice to each J.P. Morgan entity of the security interest you have granted to each other J.P. Morgan entity herein, and each ).P. Morgan entity holding Collateral is on notice of the security interest granted to each other 1.P. Morgan entity. e. The reasonable costs and expenses of collection of any such indebtedness or debit balance, including, but not limited to, attorneys' fees and expenses, shall be payable by you to J.P. Morgan. f. In order to secure the payment and performance of any of your outstanding obligations to any J.P. Morgan entity, J.P. Morgan may, to the fullest extent permitted by law, without prior notice to you, use, apply or transfer Collateral as it determines. Unless otherwise agreed in writing. J.P. Morgan may register and hold Collateral in its name or the name of its designee. g. You appoint J.P. Morgan with full power as your true and lawful attorney -in -fact, to the fullest extent permitted by law, for the purpose of perfecting the security interest granted in this Agreement and taking any action and executing any instrument that J.P. Morgan deems necessary or advisable to accomplish the purposes of this Agreement. 5. Representations by You You represent and covenant that (a) you have the right to pledge and assign Collateral to J.P. Morgan; (b) Cotlateral is and shall at all times be free and clear of any liens, claims or encumbrances, except in favor of a J.P. Morgan entity; and (c) you shall not take any action or fail to take any action with respect to your Account(s) that would result in a non-exempt prohibited transaction under ERISA, the Code or any applicable state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code. 6. Deposits on Transactions b. J.P. Morgan may require you to deposit cash or other property acceptable to J.P. Morgan as Collateral in your Account(s) in such amounts as J.P. Morgan determines In its sole discretion, and you C. agree to comply with any such request by the deadline set by J.P. Morgan. 7. Breach, Bankruptcy or Default; Remedies a. Each J.P. Morgan entity may elect to consider you in default of any or all agreements you may then have with it if. (i) you do not pay any liability or perform any obligation to any J.P. Morgan entity by the time you are obligated to do so; (ii) you otherwise breach, repudiate or default under this Agreement or any other agreement you may have with any J.P. Morgan entity; (iii) you commence a proceeding in bankruptcy or insolvency or one is commenced against you; (iv) any guarantor, co-signer or other party (a Responsible Party) liable for or providing security for your Obligations to any J.P. Morgan entity defaults in its obligation to J.P. Morgan or commences a proceeding in bankruptcy or insolvency or one is commenced against it; (v) an attachment is made against your or a Responsible Party's Account(s) with any J.P. Morgan entity; (vi) a receiver is appointed with respect to you, any of your assets or the assets of a Responsible Party; (vii) if you are a natural person, you die or become incompetent, and if you are an entity, you merge, liquidate or dissolve; or (viii) an event, circumstance or condition occurs that, in J.P. Morgan's judgment, materially impairs your creditworthiness, your ability to timely perform your Obligations to J.P. Morgan or otherwise causes us to view ourselves as insecure. The occurrence of any of the foregoing is referred to as an "Event of oefault." Upon the election by J.P. Morgan to consider you in default, each J.P. Morgan entity shall have all of the rights and remedies of a secured party upon default under the NYUCC and other Applicable Laws and may, without notice to you, among other things, (i) in whole or in part, accelerate, cancel, terminate, liquidate or otherwise close out this Agreement in accordance with the terms of this Agreement; (ii) foreclose, collect, sell or otherwise liquidate any Collateral a J.P. Morgan entity selects in its sole discretion, in any order and at any time, and apply, in a manner determined by J.P. Morgan in its sole discretion, the proceeds to satisfy any of your Obligations to any J.P. Morgan entity; (iii) buy any property that may have been sold short; (iv) retain any Collateral; (v) set-off, net, and/or recoup a J.P. Morgan entity's obligation to you against any of your Obligations to any J.P. Morgan entity, and your Obligations to a J.P. Morgan entity shall be deemed performed and discharged to the extent any J.P. Morgan entity has effected a valid and unavoidable set-off, netting or recoupment, and you expressly waive any requirement of mutuality to allow one J.P. Morgan entity to set-off, net or recoup any obligation owed by you to a J.P. Morgan entity against any obligation of a different J.P. Morgan entity to you; (vi) calculate any obligation due to you by first deducting any Obligation that you owe to any J.P. Morgan entity before determining the final amount of any such obligation; (vii) in each J.P. Morgan entity's discretion, convert at your expense any Obligation from one currency into another currency at such rates as J.P. Morgan shall determine; and (viii) take any other action permitted by law or in equity to protect, preserve or enforce J.P. Morgan's rights or to reduce any risk to J.P. Morgan of loss or delay, including entering into hedging transactions for your Account(s) and risk. At any sale of Collateral or other sale or purchase permitted hereunder or otherwise, J.P. Morgan may sell or purchase to or from itself or third parties, and you hereby acknowledge and agree that the securities subject to such sale or purchase are instruments traded in a recognized market. You will pay each J.P. Morgan entity for any losses and costs incurred by J.P. Morgan as a result of any default by you. You waive marshalling of assets and any similar doctrine dealing with 3384010.3 1 Doc Codes 003 CA, 073 W-9, 085 SEC Disc 3 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT the application of Collateral. J.P. Morgan's rights and remedies hereunder are cumulative and are in addition to any other rights and remedies available at law or in equity. 8. Confirmation Reports and Account Statements Confirmation reports of transactions shall be conclusive if not objected to in writing by you within the shorter of (i) the applicable settlement cycle of the subject transactions or (ii) three (3) business days after such documents have been transmitted to you by mail or otherwise. statements of Account(s) shall be conclusive if not objected to in writing by you within ten (10) days after transmission. In all cases, J.P. Morgan reserves the right to challenge your objections. 9. Margin and Other Collateral Requirements Applicable only to margin Account(s), which must be selected at the end of this Agreement. a. You hereby acknowledge receipt of J.P. Morgan's Margin Disclosure Statement pursuant to FINRA Rule 2264, which is attached to this Agreement, and agree that margin transactions are riskier and can involve greater loss than cash transactions. You agree to carefully consider your individual circumstances and market conditions before trading on margin. if the value of your assets declines in value, you may be required to add more assets to your Account(s) and/or your assets could be sold without notice and at a loss to repay your loan. b. You hereby agree (i) to deposit and maintain such margin in your margin Account(s), if any, as J.P. Morgan may in its sole discretion require; (ii) to pay on demand any debit balance owing with respect to any of your margin Account(s); (iii) that margin calls may be communicated orally, without subsequent written confirmation; (iv) to deposit promptly and maintain such other Collateral with J.P. Morgan as is required by Applicable Laws or any other agreement or by J.P. Morgan under this or any other agreement; and (v) that no demands, calls, tenders or notices that J.P. Morgan may have made or given in the past shall obligate J.P. Morgan to make or give the same in the future. 10. Consent to Loan, Pledge or Use Securities in Margin Accounts Applicable only to margin Account(s), which must be selected at the end of this Agreement. a. To the greatest extent permitted under Applicable Laws, you hereby authorize J.P. Morgan to lend either to itself or to others and to otherwise use, sell or pledge any securities held by J.P, Morgan in any of your margin Account(s), to convey therewith all attendant rights of ownership (including voting rights), and to use all such property as Collateral for J.P. Morgan's general loans and/or other obligations or with respect to repurchase transactions. Any such property, together with all attendant rights of ownership, may be pledged, repledged, sold, hypothecated, rehypothecated, become subject to a repurchase transaction either separately or in common with other property for any amounts due to J.P. Morgan thereon, and for a greater sum than, and for periods longer than, any Obligation that you owe to J.P. Morgan, and J.P. Morgan shall have no obligation to retain a like amount of similar property in its possession and control. You hereby acknowledge that, as a result of such activities, (i) J.P. Morgan may receive and retain certain benefits to which you will not be entitled and (ii) the securities in your margin Account(s) may be used as Collateral by J.P. Morgan for loans made to it in excess of your indebtedness to J.P. Morgan. b. In certain circumstances, such loans or other use may limit, in whole or in part, your ability to receive dividends directly from the issuing company and/or your right to exercise voting and other attendant rights of ownership with respect to the loaned, sold or pledged securities. Such circumstances include, but are not limited to, loans of securities that you own in your margin Account(s) that continue over record dates for voting purposes and ex -dividend dates for dividend distributions. Record dates and ex -dividend dates are declared by the issuing company. If you do not receive dividends directly from the company, you may receive payments in lieu of dividends that may cause you to lose the benefit of the preferential tax treatment accorded to dividends. 11. Statement of Interest Charges Pursuant to the "Truth -In -Lending' Rule 10(b)-16 This statement, pursuant to the "Truth -in -Lending" rule, is provided to explain the terms and conditions under which interest charges are computed in your Account if you effect securities transactions on credit. Interest will be charged on any credit extended to you by JPMS for the purpose of borrowing, purchasing, carrying or trading in any security. The annual rate of interest that you will be charged on any U.S. dollar denominated credit is based on either the Prime interest rate (Prime) or the Secured Overnight Financing Rate (501FR), The Prime interest rate is an important index used by banks to set rates on many consumer loan products, such as credit cards or auto loans. The Prime interest rate will move up or down in lockstep with changes made by the Federal Reserve Board. SOFR is a benchmark for dollar -denominated derivatives and loans. SOFR is based on transactions in the Treasury repurchase market, • $0 to $25,000. Prime' + 4.75% • $25,001 to $50,000: Prime + 4.50% • $50,001 to $100,000. Prime + 4.00% • $100,001 to $500,000; Prime+ 3.75% • $500,001 to $1,000,000: Prime + 3.00% • $1,000,001 to $3,000,000: Prime + 2.50% • $3,000,001 to $10.000,000: SOFR + 2.35% • $10,000,001 and above: SOFR + 1.85% i The annual rate of interest that you will be charged on any U.S, dol'ar denominated credit is based on either the Prime interest rate (Prime) or the Secured overnight Financing Rate (SOFR). The Prime interest rate is an important index used by banks to set rates on many consumer loan products, such as credit cards or auto loans. The Prime Interest rate will move up or down in lockstep with changes made by the Federal Reserve Board. SOFR is a benchmark for dollar -denominated derivatives and loans. SOFR is based on transactions in the Treasury repurchase market. Debits in currencies other than U.S. dollars will not be taken into account in computing the debit size for purposes of determining the applicable interest rate. The rate corresponding to the debit size range in which your U.S. dollar denominated debit falls will apply to your entire U.S. dollar denominated debit except in certain cases where you may have borrowed money for purposes other than purchasing, carrying or trading in securities. The actual rate charged to you at any given time will be notified to you an request and the amount charged will appear on your monthly statements. 33840 1 v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 4 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT The rate of interest charged to you on any credit extended to you in a currency other than U.S. dollars shall be based on a rate quoted by Reuters that is applicable to the currency in which the obligation is denominated or, if a rate for such currency is not quoted by Reuters, the rate provided by JPMS' local bank. In no event will the rate JPMS charges you on credit extended to you in a currency other than U.S. dollars be less than zero. The actual rate charged to you at any given time will be notified to you on request and the amount charged will appear on your monthly statements. Debit balances in your Account represent money lent to you by JPM5, and it is the amount lent to you by JPMS upon which JPMS charges you interest. Each additional purchase of securities on credit increases your debit balance as do interest expenses and any other charges assessed against your Account. The amount lent to you by JPMS upon which you are charged interest may also include purchases of securities for which payment is made by check or otherwise for which JPMS has not yet received credit and/ or cash is withdrawn from the Account before the sale of securities has settled. interest may be charged to your Account at varying rates during the month to reflect any changes in such interest rates that have occurred during the month as well as any change in the applicable rate caused by a change in the size of your debit balance. Any interest charged on your debit balance that is unpaid at the close of an interest period will be added to the opening balance for the next interest period. If you have a debit in your cash Account and you also have a margin Account, interest calculated on the debit balance in the cash Account (calculated on a settlement date basis) will be charged to your margin Account. Free and available credit balances in cash Accounts (excluding credit balances resulting from the proceeds of the sale of securities which are not available for delivery, whether because the securities are not long in your Account or not in good deliverable form) are netted against settlement date debit balances in the calculation of your net balance. if you have more than one Account at JPMS or if your Account is one of a group of accounts utilizing the same tax identification number, you and JPMS may agree separately to group your Accounts into Account linkages for the purpose of determining the interest rate payable by each separate Account in such group of Accounts. If the sum of the debits in any single currency in all Accounts in such group is greater than the free available withdrawable credits in that same currency, interest will be charged on the net debit balance. in addition to interest on debit balances, interest will be charged on proceeds of sales paid to you prior to the settlement date and on late payments, including those in cash Accounts. The method of computing interest is as follows: interest is computed on a daily basis on the net debit balance during the interest period. JPMS' basic interest period runs on a calendar month cycle from the 1st day through the last day of the month and is itemized to show the dates of sub -periods and corresponding interest rate changes, if any, during the month. You commence your interest calculation by ascertaining the net debit balance on the 1st day of the month (or the first day thereafter on which there is a net debit balance) and on each day thereafter. You then multiply each day's net debit balance by the interest rate and by the fraction 1/360. The interest charged during the interest period is the total of the daily charges so computed. Accrued interest for the period will be charged on the 1st business day of the following month. Your monthly statements show the opening and closing balances for the period. With respect to short sales and "marking -to -the -market." the credit that appears on your statement due to short sales (including short sales against the box) is offset by a debit of like amount because JPMS has to barrow the same security in order to deliver it to the buying broker and has to provide its lender collateral of up to 105% of the settled short market value of the borrowed securities to secure such loan. This means that the debit balance on which interest is computed will be the difference between (1) up to 105% of the settled short market value of such short sales (across all currencies), which shall be calculated daily; and (ii) the proceeds of such short sales. in addition, any short positions in your Account will be kept "marked -to -the -market." This means that periodically, the balance maintained in the short Account will be adjusted to equal the market value of the short securities. Securities that are priced below $5.00 per share may be valued at $5.00 per share for short marking -to -the -market purposes. If a security has been sold short (or sold short against the box) and it has appreciated in market price over the selling price, interest will be charged on the amount of appreciation plus the value of any additional collateral as described in the preceding paragraph; if it depreciates in market price, interest will be correspondingly reduced by the drop in value. The appreciation or depreciation of securities sold short will be determined by JPMS based upon daily closing prices or quotations provided by pricing services, as applicable, or upon such factors as JPMS in its sole judgment deems pertinent, including, without limitation, the amount of any interest accrued with respect to such securities. Therefore, in order to compute the amount on which interest is charged to you in connection with your short sales, you will need to contact your J.P. Morgan Advisor to determine the amount of collateral in excess of 100% provided by JPMS to its lender, as described in the preceding paragraph, and the amount of any interest accrued with respect to such securities. if JPMS makes changes in any of the credit terms and conditions described herein or if a change is required by law, we will notify you of such change within a reasonable period of time, unless such change results in the same or a higher rate to you, in which case we will provide you at least 30 days' prior written notice, The annual rate of interest you are charged may fluctuate with changes in the stated base rates. The changes in rates resulting from this fluctuation will be made without prior notice to you (as contrasted with changes in the credit terms and conditions, notice of which will be provided as described above). 12. Service Fees; Special Charges for Short Sales; Disclosure of Third -Party Payments to J.P. Morgan; Taxes; Currency Restrictions a. Your Account(s) may be charged brokerage commissions, mark-ups, inactivity fees (if applicable), short fees and other fees for the maintenance of your Account(s); for the execution of your transactions, fails, buy -ins, and currency conversions; and for furnishing other services to you, including, but not limited to, Electronic services (as defined in Section 20 below) (collectively, Service Fees). Service Fees may be implemented or increased from time to time. b. With respect to any short sale transactions, your Account(s) may be charged fees that are based on a fluctuating rate applied to the market value of the securities sold short. These fees, which are in addition to interest charged on any debit balances in your ACcount(s) created in connection with your 33840 1 v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 5 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT short positions, are based on a fluctuating rate applied daily to the market value of the securities. These fees are based on- (i) the costs and expenses incurred by J.P. Morgan to settle and maintain those transactions, and (ii) service fees in connection with the establishment and/or maintenance of your short positions. The rates upon which these fees are imposed and calculated may be disclosed to you at the time a short position is established, but J.P. Morgan may impose fees with respect to short sale transactions at any time. Such rates are not guaranteed or otherwise fixed for any period of time and are subject to change without notice. They may vary depending upon market conditions, including any prevailing difficulty in the market of borrowing the particular security. for example, increased short selling of a security in the market, and a resulting increase in demand to borrow that security, may increase the cost and expense to J.P. Morgan in establishing and/or maintaining a short position in that security for your Account(s). Accordingly, the cost of borrowing any particular security may change rapidly and materially, and such change is not predictable. You agree to pay all fees charged in connection with short sale transactions at the rates established by J.P. Morgan. c. J.P. Morgan receives payments or other remuneration from the advisers, distributors or other affiliates of certain of the mutual funds available through J.P. Morgan. Such remuneration or payments are for administrative, technological or other services provided in connection with fund Accounts and are generally calculated based on the amount of assets held in the Accounts. Such payments or other remuneration are in addition to shareholder servicing and distribution fees that J.P. Morgan may receive. Funds whose affiliates do not make payments to J.P. Morgan, including funds that may provide a higher or lower return, may be available to you. Further, in certain instances, J.P. Morgan may be paid both by you and certain other third parties who compensate J.P. Morgan based upon what you purchase, and J.P. Morgan's profits and compensation may vary by product and over time. d. You will be responsible for and pay any applicable transfer tax, documentary tax, value-added tax and such other taxes, duties, assessments, charges and fees applicable to activities in your Accounts) or in connection with this Agreement. Amounts owed to J.P. Morgan shall not be affected by any taxes, duties or other amounts you may owe to any third party. If you are required by law to make any deduction or withholding from any payment due to J.P. Morgan, you shall pay to J.P. Morgan simultaneously with making such payment an additional amount as may be necessary in order for the total amount received by J.P. Morgan after all deductions and withholdings to be equal to the amount that J.P. Morgan would have received had no deduction or withholding been made. Any and all taxes, duties, assessments, charges or fees, including any interest and penalties with respect thereto, that may be levied or assessed under present or future laws upon or in respect to your Account(s), activities or upon or in respect of income or interest thereof shall be paid by you. You shall indemnify J.P. Morgan for any liability or expense incurred as a result of your failure to pay such taxes, duties, assessments, charges or fees whether or not the taxes, duties assessments, charges or fees were correctly or legally imposed. Some assets in your Account(s) may be subject to U.S. tax withholding, other tax withholding at source or other tax -based or legal consequences. J.P. Morgan does not provide accounting, tax, legal or estate planning advice, and you should obtain such advice from your own professionals to the extent you deem necessary. All service fees, charges, expenses, disbursements, taxes, duties, assessments, charges or fees as described above may, at J.P. Morgan's discretion, be applied to a transaction, if applicable, and/or be deducted by J.P. Morgan from your Account(s). e. You agree that you are responsible for complying with any applicable currency restrictions and any other local law, rule and regulation governing any foreign exchange transaction, any payment order or funds transfer regardless of the type of currency. You understand and agree that in processing foreign currency transfers or payments, other banks may deduct their fees from the payment transfers or orders given to them. 13. Collection and Other Account -Related Costs You hereby agree to pay, on demand, all reasonable costs, fees, expenses, liabilities and damages (collectively, costs) incurred by J.P. Morgan in connection with (i) enforcing its rights hereunder; (ii) any investigation, litigation or proceeding involving your Accounts) or any property therein; (iii) (A) the use of our access to the Electronic Services (as defined in section 20 below) by you or any person authorized to act on your behalf or (e) the failure by you or any person authorized to act on your behalf to comply with any terms, conditions or limitations applicable to such Electronic Services; (iv) any breach or failure by you to perform any term or provision of this Agreement, any other agreement between you and any J,P, Morgan entity or any agreement governing your use of or access to any Electronic Service; or (v) 1.P. Morgan acting in reliance upon your instructions or the instructions of any other person authorized to act on your behalf. In each case, and whether or not demand has been made therefor, you hereby authorize J.P. Morgan to charge your Account(s) for any and all such Costs, provided, however, that in no event shall you be obligated to pay Costs to the extent payment or demand therefor would violate the securities laws or the rules of a securities industry self -regulatory organization. 14. Control or Restricted Securities You hereby agree, prior to placing an order with J.P. Morgan, to inform J.P. Morgan if the securities are restricted or control securities and subject to: Rule 144, 145 or 701 of the Securities Act of 1933 (Securities Act); an effective registration statement; and/or any contractual limitation. You hereby understand and agree that J.P. Morgan may not execute any orders regarding restricted or control securities until J.P. Morgan has conducted its due diligence surrounding the transaction, or if in its sole discretion determines not to execute the order until the securities have cleared legal transfer. You hereby also agree to provide J.P. Morgan with any necessary documentation to complete the order, including, but not limited to, any required forms, representation letters, opinions of seller's counsel and transfer documentation. Furthermore, you hereby acknowledge and agree that there may be time delays in connection with the due diligence process, the execution of the order and the processing of the transaction, and that J.P. Morgan shall not be liable for any losses, direct or indirect, that may have been caused by such delays. 15. Impartial Lottery Allocation You agree that, in the event J.P. Morgan holds on your behalf bonds or preferred stock in its name, in the name of its designee 33840 1 v3.31 Doc Codes 003 CA, 073 W-9, 085 SEC Disc 6 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT or in bearer form that are called in part, you will participate in the impartial lottery allocation system for such called securities in accordance with the rules of the New York Stock Exchange, Inc. or any other appropriate self -regulatory organization. when any such call is favorable, no allocation will be made to any Account with respect to which J.P. Morgan has actual knowledge that any officer, director or employee of J.P. Morgan has any financial interest until all other customers have been satisfied on an impartial lottery basis. 16. Free Credit Balances a. b. You authorize J.P. Morgan to invest or "sweep" available credit balances in the Account(s) into a money market mutual fund or depository account, subject to (i) selection of a fund or depository account by you, (ii) J.P. Morgan's then - applicable policies and procedures, which may be amended from time to time, and (iii) the fund prospectus, if applicable. If you do not select a fund or depository account, you hereby authorize J.P. Morgan to use any free credit balance in any of your Account(s) in accordance with all Applicable Laws and to pay interest thereon at such rate or rates and under such conditions as are established from time to time by J.P. Morgan for such Account(s) and for the amounts of cash so used. In accordance with applicable regulations, free credit balances are carried in customers` Accounts pending, and with a view toward, reinvestment. J.P. Morgan may determine not to pay interest on free credit balances (i) representing either uncollected funds (i.e., any deposited non -cash items, such as checks for which J.P. Morgan has not yet received credit or funds that are deposited and subsequently withdrawn prior to the expiration of the minimum time period required by J.P. Morgan, or (11) where prohibited by Applicable Law. 17. Fractional Shares J.P. Morgan may facilitate the trading of a fraction of a share of a security (Fractional Share), and subsequently hold Fractional Shares in custody in your Account. Fractional Shares present unique risks and have certain limitations. Fractional Shares may have different rights from full share interests of the same security, which can include: Selling and Transferring Fractional Shares. If you hold a position that has a Fractional Share, you can sell the entire position (all whole shares and any fraction), a number of whole shares, or a number of whole shares plus the entire fractional portion, but you cannot sell a Fractional Share alone or an amount that would leave a Fractional share in your Account. You authorize J.P. Morgan, at its discretion, to liquidate any residual fractional share(s) remaining in your Account. • Illiquidity. J.P. Morgan does not guarantee that there will be a market for Fractional Shares of a particular security. • Price Improvement, The Fractional Share component of certain orders may not be eligible for price improvement, which occurs when an order is executed at a price more favorable than the displayed national best bid or offer. • Transfer or Certification. Fractional Share positions cannot be transferred or certificated. If you want to transfer your Account or specific share positions to another broker, you authorize the liquidation of your Fractional Shares at prevailing market prices if they cannot be transferred or reorganized. The proceeds from your Fractional Share liquidation will be credited to your Account. since your Fractional Shares cannot be transferred, your overall SIPC coverage may be affected. • Dividends. If your Fractional Shares pay a dividend, the dividend payable to your Fractional Share position must be greater than or equal to one half of one cent to be credited to your Account, and it will be paid in proportion to your ownership interest. Ownership Rights. Fractional Shares may be eligible to participate in mandatory corporate actions such as stock splits, mergers, or spin-offs. Fractional shares may not come with the voting rights that whole shares entitle owner to vote on regarding matters affecting the company that issued the security. Finally, only whole shares, and not Fractional Shares, are eligible to participate in voluntary corporate actions, including tender offers and certain rights offerings. 18. Automatic Fie -Investment J.P. Morgan provides you with the ability to enroll in a program to re -invest any and all dividend, capital gains and return of capital distributions (collectively Distributions) for securities eligible for participation in the Program (Program). By participating in the Program, all Distributions paid on eligible accounts or individual securities you have selected will automatically be reinvested into the shares of the same security. The important terms of the Program include: • Voluntary Participation. Participation in the Program is voluntary and you may modify or discontinue your participation at any time. You may enroll by specifying individual securities or have all eligible securities in your Account participate in the Program; modify your elections; or unenroll from the Program through the website or by contacting your J.P_ Morgan Advisor. • Trade Execution. With the exception of open ended mutual funds, provided you are enrolled in the Program prior to the record date, J.P. Morgan reinvests the Distributions from an eligible security on the pay date of the Distribution, at an average weighted price. For certain securities, reinvestment may occur through the Depository Trust Company (DTC), which may be later than the pay date. There may be a difference in price depending on the whether the Program trade is made through J.P. Morgan or DTC. These transactions will post to your Account when the shares are made available to JPMS by DTC and will be reflected on your statement. • No Fees. No commissions or fees are charged for Program trades. • Fractional Shares. J.P. Morgan will credit to your Account the number of shares equal to the amount of your funds to be reinvested in a particular security divided by the purchase price per share. If made available for your Account, participation in the Program may give you interests in fractional shares of securities, which J.P. Morgan calculates to five decimal places. You will receive dividend payments proportionate to your partial share holdings. • Confirmation of Transactions. All Program trades will be reflected on monthly account statements. You will not receive separate immediate confirmations for Program trades. You may request the details of any Program trade by contacting 33840 1 v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 7 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT J.P. Morgan. Transactions that are not part of the Program will continue to receive confirmations contemporaneously with the trade. • No Recommendation. The inclusion of any security in the Program is not a recommendation by J.P. Morgan to buy, hold or sell such security. Participation in the Program does not assure profits on your investments and does not protect against loss in declining markets. • Eligibility. Generally, all brokerage accounts are eligible for participation as are most equities, open ended mutual funds, closed end funds and ETFs. Any exclusions will be identified at the time you are enrolled. • Program Changes. Program participants will be notified in advance if there are any material changes to the Program though no notice will be given if there are changes to the eligibility of any particular security. 19. Restrictions on Accounts J.P. Morgan, in its sole discretion and without notice to you, may (whenever J.P. Morgan may consider itself at risk for any reason with respect to your Account(s), consider it necessary for its or your protection and/or to comply with Applicable Laws) (i) freeze your Account(s) in whole or in part; (ii) refuse to accept any order for execution, clearance or settlement and may restrict or prohibit trading of securities or other property in any of your Account(s); and (III) close out any commitment, buy -in any securities or property to cover a short sale and sell any and all securities or property in any of your Account(s). And you shall nevertheless remain liable for all of your Obligations to J.P. Morgan under this Agreement or otherwise. 20. Credit Reports and other Information You authorize J.P. Morgan, in its sole discretion, to make or obtain (i) reports concerning your credit standing and business conduct and (ii) such other reports as are otherwise required to enable 1.P. Morgan to comply with Applicable Laws. You may make a written request for a description of the nature and scope of the reports made or obtained by J.P. Morgan, and the same will be provided to you within a reasonable period of time unless otherwise prohibited by Applicable Laws. You further agree to provide J.P. Morgan, on request, such additional information or certifications as may be required by J.P. Morgan or Applicable Laws. 21. Short and Long Sales In placing any sell order for a short Account, you will designate the order as such and hereby authorize J.P. Morgan to mark the order as being "short" or "short exempt." In placing any sell order for a long Account, you will designate the order as such and hereby authorize J.P. Morgan to mark the order as being "long." The designation by you of a sell order as being for a long Account shall constitute a representation by you that you own the security with respect to which the sell order has been placed, that such security may be sold without restriction in the open market and that, if J.P. Morgan does not have the security in its possession at the time you place the sell order, you shall deliver the security by settlement date in good deliverable form and if you fail to deliver as such, you shall be liable to J.P. Morgan for any losses and expenses it may incur or sustain as a result of your failure to make delivery on a timely basis. 22. online and Electronic Systems a. J.P. Morgan may from time to time directly or indirectly make available to you or your agents or provide or arrange access for you or your agents to various electronic systems and services and non-broker/dealer services (collectively, Electronic Services), including, without limitation: (i) any device, software, network or system used by you for the purpose of entering, facilitating or routing orders or trading (Trading System); (ii) any software, system, electronic functionality or service, including, without limitation, interactive devices, internet capability, functionality, site or service, hardware, device or communications facility (Electronic Tools); (III) any research reports or materials, market data (including any valuations of securities or other investments), news, documents and other information, reports, analytics, calculators, data or content whether provided through Electronic Tools or otherwise (Content); (iv) any electronic access to view your holdings, values and transactions along with statements, confirmations, report or information relating to an Account or activity therein; and/or (v) any products or services not directly related to J.P. Morgan's business as a broker -dealer, including, but not limited to, the ability to participate in J.P. Morgan's purchasing programs. All or any part of the Electronic Services may be developed, licensed and/or provided by third - party licensors, vendors, subcontractors or other third -party sources (collectively Sources). J.P. Morgan and/or any Source, at any time, with or without notice, may monitor, modify any aspect of, limit or terminate your use or access to any or all of the Electronic Services. b. In addition to the provisions herein, Electronic Services will also be subject to the terms of the Access Agreement, J.P. Morgan Online Services Agreement and/or such other agreements that govern the use of J.P. Morgan electronic information systems and/or a separate user agreement that governs its use and the rights and responsibilities of J.P. Morgan and you with respect to particular Electronic Services. In the event of a conflict between this Agreement and the Access Agreement, the J.P. Morgan Online Services Agreement and/or such other agreements that govern the use of Electronic Services, this Agreement will control. c. J.P. Morgan and/or the Source(s) may provide you or your agents (each of the foregoing an Authorized user) with identifiers and/or security devices or prescribe security procedures relating to use or access to some or all of the Electronic Services, which may include, but may not be limited to, any digital certificate(s), unique identifiers, user name(s) and/or password(s) under separate cover that may be required to access or use the Electronic Services (collectively, User Code(s)). You agree that (i) you will not, nor will you permit any other person to, remove, modify, exchange, disable, penetrate or otherwise defeat any such security procedures; (ii) you shall restrict access to the User Codes and to the Electronic Services to those persons who are duly authorized to have such access on your behalf; (iii) you shall notify J.P. Morgan or the applicable Source immediately in writing in the event that (A) the authority of any Authorized User has been or is about to he terminated (in which case you will promptly return to J.P. Morgan any security device previously issued to such Authorized User); (B) any such User Code is lost or stolen, or the confidentiality of any such User Code issued to any Authorized User has been compromised In 33840 J v3.3 I Dor Codes 003 CA, 073 W-9, 085 SEC Disc 8 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT any way; or (C) you learn about a possible or actual unauthorized access to and/or use of the Electronic Services; (iv) you are responsible for all acts or omissions that occur under any User Code provided to an Authorized User; and (v) you are responsible for ensuring that all information contained in any request for a User Code is complete and correct. d. You shall be responsible for all orders, instructions and transactions that are identified by any of the Electronic Services as coming from an Authorized user, and all consequences thereof, whether entered by authorized or unauthorized personnel or by any other person. Furthermore, you agree that any agreement, consent or assent communicated from such access to the Electronic Services under a User Code issued to one of the Authorized Users will be deemed to be a duly signed writing of yours sufficient to bind you thereto. e. J.P. Morgan may from time to time provide you or your agents with access to Electronic Tools and/or Content. J.P. Morgan obtains such Electronic Tools and/or Content from Sources J.P. Morgan believes to be reliable. The accuracy, completeness, timeliness or correct sequencing of the Electronic Tools and/or Content, however, cannot be guaranteed by either J.P. Morgan or any source. You acknowledge and agree that neither J.P. Morgan nor the Sources will be liable for the accuracy, availability or usage of such Electronic Tools and/or Content and that neither J.P. Morgan nor the Sources will have any duty to verify, correct, complete or update any Electronic Tools and/or Content. f. Each J.P. Morgan entity and its control persons, successors and assigns, officers, directors, employees and agents (collectively, J.P. Morgan persons) and the Sources hereby expressly disclaim any and ail warranties, guaranties, conditions, covenants and representations relating to any Electronic Service, including, but not limited to, any relating to merchantability, quality, accuracy, fitness for a particular purpose, title, non- infringement, timeliness, currency, absence of viruses or damaging or disabling code, and any warranties or representation (i) that any Electronic Service or access to any portion of it will be uninterrupted or error -free, or (ii) that any defects in such Electronic Services will be correctable or corrected. Notwithstanding anything herein to the contrary, no J.P. Morgan person or Source will be liable for any loss, cost, claim or damage (including, but not limited to, direct, indirect or consequential damages or lost profits) arising out of or otherwise relating to any Electronic Services or the use or access to or unavailability of any of the same. g. Notwithstanding any tools or support J.P. Morgan provides to you, you have sole responsibility for, and will ensure, your compliance with any and all Applicable Laws that may apply to (i) your use of any of the Electronic Services, and (ii) any transaction executed through, or order or instruction communicated using, any of the Electronic Services or otherwise. 23. Legally Binding You hereby agree that the terms of this Agreement shall be binding upon you and your estate, heirs, executors, administrators, personal representatives, successors and assigns. You further agree that all purchases and sales shall be for your Account(s) in accordance with your oral or written instructions. You hereby waive any and all defenses that any instruction with respect to any of your Accounts was not in writing as may be required by the Statute of Frauds or any similar Applicable Laws. 24. Amendment; Termination a. You agree that J.P. Morgan may modify the terms of this Agreement at any time upon prior written notice to you. By continuing to accept services from J.P. Morgan thereafter, you will have indicated your acceptance of any such modification. If you do not accept such modification, you must notify J.P. Morgan in writing; your Accounts) may then be terminated by J.P. Morgan, after which you will remain liable to J.P. Morgan for all outstanding Obligations. otherwise, this Agreement may not be modified absent a written instrument signed by an authorized representative of J.P. Morgan. b. You may close any of y our Account(s) at any time by giving J.P. Morgan written notice, provided that J.P. Morgan receives all securities and/or other property for which your ACCOUnt(s) are short and you have satisfied all of your outstanding obligations that you owe to any J.P. Morgan entity for any reason whatsoever. c. J.P. Morgan reserves the right to terminate this Agreement or your Account(s) at any time for any reason. The provisions of this Agreement shall survive termination of this Agreement and/or closure of your Account(s) insofar as they relate to Obligations, actions or failures to take action relating to, arising in or with respect to the period prior to termination of this Agreement or closure of your Account(s). d, on termination of this Agreement or closure of your Account(s), it will be your responsibility to issue instructions in writing with regard to the assets held in your Account(s). Unless and until J.P. Morgan receives such instructions, it will be under no obligation to take any action with regard to your assets. You agree that you will be responsible for any transaction costs associated with your instructions, including commissions and related costs. 25. Governing Law This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, will be governed by the laws of the state of New York without regard to conflicts of law principles. 26. Arbitration; Consent to Jurisdiction; Service of Process a. This Agreement contains a pre dispute arbitration clause. By signing an arbitration agreement the parties agree as follows: • All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a parry's ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. 33840 1 v3.3 I Doc Codes 003 CA, 073 w-9, 085 SEC Disc 9 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. • The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry. • The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. • No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre -dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until. L The class certification is denied; or ii. The class is decertified; or iii. The customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. • By signing this Agreement, you and J.P. Morgan agree that controversies arising under or relating to this Agreement or any activity between you and J.P. Morgan, its predecessors and any of their respective successors, assigns, and any of their directors, employees, and any other control persons and any of their agents, whether arising prior to, on or subsequent to the date hereof, shall be determined by arbitration and in accordance with the rules of the Financial Industry Regulatory Authority, Inc. (FINRA) before an arbitration panel appointed by FINRA in accordance with its rules and such hearing or hearings shall be conducted in a locale selected by FINRA. the award of the arbitrators, or of the majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. b. Notwithstanding the provisions of subparagraph (a) above, either party may, at any time prior to the initial arbitration hearing pertaining to such dispute or controversy, seek by application to the U.S. District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York any such temporary or provisional relief or remedy (Provisional Remedy) provided for by the laws of the United States, or the laws of the State of New York as would be available in an action based upon such dispute or controversy in the absence of an agreement to arbitrate. The parties acknowledge and agree that it is their intention to have any such application shall not be referred to or settled by arbitration. No such application to either said Court for a Provisional Remedy, nor any act or conduct by either party in furtherance of or in opposition to such application, shall constitute a relinquishment or waiver of any right to have the underlying dispute or controversy with respect to which such application is made settled by arbitration In accordance with subparagraph (a)above. c. With respect to any application for a Provisional Remedy and any application for judgment on an arbitration award, each party irrevocably (i) submits to the jurisdiction of the u.S. District Court for the Southern District of New York or the Supreme Court of the State of New York for the County of New York, (ii) waives any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction over such party, and (iii) consents to service of process by certified mail, return -receipt requested, to the address provided herein. d. You hereby agree to receive service of process in connection with any legal matters or actions or proceedings based upon, arising out of or relating in any way to this Agreement by confirmed, return -receipt requested mail and that delivery shall be presumed if such service is mailed to the address maintained by J.P. Morgan in its records and the requested receipt is returned. 27. Severability If and to the extent any term or provision herein is or should become invalid or unenforceable, then (i) the remaining terms and provisions hereof shall be unimpaired and remain in full force and effect and; (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. 28. Extraordinary Events J.P. Morgan shall not be liable for losses caused directly or Indirectly by suspension of trading, wars, civil disturbances, terrorism, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, clearance organizations or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental. exchange or self -regulatory organization laws, rules or actions, or any other causes beyond J.P. Morgan's control that may prevent or delay the performance of J.P. Morgan's obligations. 29. Headings The headings of the provisions hereof are for ease of reference only and shall not affect the interpretation or application of this Agreement or in any way modify or qualify any of the rights or obligations provided for hereunder. 30. Telephone and Electronic Communications You hereby authorize J.P. Morgan to monitor and/or record any or all telephone and/or electronic communications between you and J.P. Morgan or any of J.P. Morgan's employees or agents. You agree that such recordings may be used in connection with a dispute between the parties. You acknowledge that J.P. Morgan 338401 v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 10 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT may determine not to make or keep such recordings and that such determination shall not in any way affect any party's rights. 31. Other Agreements; Additional Rights; Entire Agreement The rights and remedies granted herein to each party are in addition to any other rights and remedies that arise under other agreements you may have with any ).P. Morgan entity. The provisions of this Agreement shall supersede any inconsistent provisions of any other agreement entered into between you and any J.P. Morgan entity concerning the subject matter hereof, unless such other agreement expressly states that the terms thereof shall supersede this Agreement. Except as set forth above, this Agreement represents the entire agreement and understanding between you and J.P. Morgan concerning the subject matter hereof. 32. Capacity to Contract; Affiliations a. If you are a natural person, you represent that you are of legal age to enter into contracts in the state of your domicile and that, unless you have notified J.P. Morgan to the contrary, neither you nor any member of your immediate family is: (i) an employee or member of any exchange, (ii) an employee or member of FINRA, (iii) an employee of any corporation or firm engaged in the business of dealing, as broker or principal, in securities, options or futures or, (iv) an employee of any bank, trust company or insurance company. Persons signing on behalf of others should indicate the titles or capacities in which they are signing. b. If this Agreement is signed on behalf of others, the person(s) signing hereby represents that the person(s) or entity(ies) on whose behalf the Agreement is being signed is/are authorized to enter into this Agreement and is/are duly authorized to sign this Agreement and make the representations herein in the name and on behalf of such other person(s) or entity(ies). Subject to the preceding sentence, you represent that only the person(s) signing this agreement has/have interest in the Account(s) established pursuant to this Agreement. 33. Waiver, Assignment, Notices and Limitation of Liability a. Neither 1.P. Morgan's failure to insist at any time upon strict compliance with the terms of this Agreement nor any continued course of such conduct on its part shall constitute or be considered a waiver by J.P. Morgan of any of its rights or privileges hereunder. Any assignment of your rights and obligations hereunder or your interest in any property held by or through J.P. Morgan without obtaining the prior written consent of an authorized representative of J.P. Morgan shall be null and void, Each J.P. Morgan entity reserves the right to assign any of its rights or obligations hereunder to any other J.P. Morgan entity without prior notice to you. Notices and other communications (including, without limitation, margin calls) delivered, faxed, sent by electronic mail, sent by express delivery service or mailed to the address provided by you shall, until J.P. Morgan has received notice in writing of a different address, be deemed to have been personally delivered to you, whether actually received or not. Notices and other communications may also be provided to you verbally. Such notices and other communications left for you on your voicemail, or otherwise, shall be deemed to have been delivered to you whether actually received or not. Notices and other communications from you to J.P. Morgan shall be in writing. You hereby authorize J.P. Morgan to accept facsimile, digital or electronic copies of this or any other document or instruction as if it were the original and to accept signatures on facsimiles or other electronically transmitted signatures as if they were originals, and such signatures will evidence your agreement or consent and will be legally binding, enforceable and the legal equivalent of your handwritten signature. J.P. Morgan may rely on the certifications, representations, warranties, agreements and acknowledgments contained in this Agreement until the close of business on the second business day after J.P. Morgan receives written notice of the modification or revocation thereof at its offices at the following address, as applicable: J.P. Morgan Securities LLC Client Services Mail Code: NY1-0086 4 Metrotech Center Brooklyn, NY 11245-0001 or any other address that has been provided by J.P. Morgan specifically for such purpose, provided that J.P. Morgan may rely on such certifications, representations, warranties, agreements and acknowledgements with respect to any transaction entered into prior to the effectiveness of such modification or revocation. b. To the extent permitted by Applicable Laws, you agree that no J.P. Morgan entity shall have any liability for any consequential, indirect, incidental, or any similar damages, and you irrevocably and unconditionally waive any right you may have to claim or recover any such damages (even if you have informed J.P. Morgan of the possibility or likelihood of such damages). 34. Privacy You hereby acknowledge receipt of a Privacy Notice. In accordance with and asset forth in the Privacy Notice, J.P. Morgan will use the information you provide to, among other things, open and service your Account(s), communicate with you when necessary, provide you with information about additional products and services, prevent fraud, respond to regulatory authorities, or comply with court orders. You also agree that J.P. Morgan may disclose information about you in connection with your Account(s) to regulators and to law enforcement outside of the United States, where deemed reasonable or necessary by J.P. Morgan or its affiliates. 35.Offshoring Certain services may be performed by 0. Morgan or any affiliate, including affiliates, branches or units located in any country in which J.P. Morgan conducts business or has a service provider. You authorize J.P. Morgan to transfer your information to such affiliates, branches or units at such locations as J.P. Morgan deems appropriate. J.P. Morgan reserves the right to store, access or view data in locations it deems appropriate for services provided. 36. Accounts for Minors The custodian of an Account opened for a minor under the Uniform Transfers or Gifts to Minors Act (UTMA/UGMA) controls the Account, but the designated minor is the owner of the funds in the Account. The gift to the minor is irrevocable. The default 33840 J v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 11 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT statutory age of custodianship termination of an UTMA/UGMA account varies by state, although most states set the maximum age of termination at 21. Certain states permit the age of termination to be extended beyond the default statutory age of termination (usually up to 21 or 25 years of age). This election may be exercised only in those states that specifically provide for it, and only insofar as the extension complies with applicable requirements. The custodian agrees and acknowledges that he or she is responsible under UTMA/UGMA for determining the governing state law and age of termination and that J.P. Morgan is not responsible for doing so. If the custodian does not indicate the governing state law or age of termination at account opening, the Account will be set up using the default age of termination in the custodian's state of residence. You should consult your own legal or tax professional if you have questions about the governing state law or age of termination. By acting as a custodian, you certify that the assets in the Account will be for the exclusive use and benefit of the minor, consistent with your obligations under the applicable UTMA/UGMA state law. In addition, you certify that you will be responsible for transferring control of the Account and the assets to the beneficiary at the age of termination. We may restrict your access to the Account and/or take other steps with respect to the Account upon the beneficiary reaching the age of termination. You agree, on your own behalf and on behalf of the minor, to indemnify and hold 1-P. Morgan harmless from any and all liability, including from any claim by the minor, for following any Instructions with respect to the Account. 37. Self -Directed Investing Accounts a. If your Account(s) are a Self -Directed Investing (SDI) accounts, the following additional terms of service shall apply to your SDI Account(s), transactions and services. These terms of service incorporate all disclosures displayed on the website(s) used to access your Account(s) from time to time, including those relating to fees and commissions. J.P. Morgan offers its products, accounts and services through different service models (e.g., self -directed, full -service). Based on the service model, the same or similar products, accounts and services may vary in their price or fees charged. b. SDI Accounts are designed for investors who wish to make their own investment decisions, without the advice and guidance of a J.P. Morgan Advisor. SDI Account transactions and services are delivered through phone -based representatives and via the Internet using commercially available third•party web browsers. if you have both an SDI Account and an Account with a J.P. Morgan Advisor, certain account services for your SDI Account (other than investment recommendations) may be provided by your advisor, but orders for the purchase or sale of securities can only be provided to the Self -Directed investing team or online. In addition, any investment advice that may be provided with respect to your Account(s) are intended only for your non - retirement Account(s) and should not be relied upon or used with respect to any retirement Account(s). Any advice provided with respect to any Account enrolled in an investment advisory program or service is intended only for such Account and should not be relied upon or used with respect to any other Account. Neither J.P. Morgan nor any J.P. Morgan representative is permitted to provide investment advice or investment recommendations or offer any opinion regarding the suitability of any security, order, transaction, or strategy for an SDI Account, and no J.P. Morgan research opinion or any security on any list or any information provided to you either on a J.P. Morgan website or by mail or any other means constitutes a recommendation to you to purchase, hold or sell any investment in an SDI Account. c. Transactions executed through your SDI Account(s), whether based on information obtained from J.P. Morgan or elsewhere, will be solely your own decision and based on your own evaluation of your personal financial situation, needs, risk tolerance and investment objective(s). Any suitability information, including, but not limited to, information concerning your investment objectives, liquidity needs and tolerance for risk, collected for your Account(s) or related to your Account(s) before such Account(s) become subject to these term of service will not be considered by J.P. Morgan or any J.P. Morgan representative when you make investments in your SDI Account(s). Further, you understand and agree that you are solely responsible for knowing the rights and terms of all securities in your SDI Account(s), specifically including valuable rights that expire unless the holder takes action. This includes, but is not limited to, warrants, stock rights, convertible securities, bonds, and securities subject to a tender or exchange offer. You understand and agree that neither J.P. Morgan nor its representatives have any obligation to notify you of any upcoming expiration or redemption dates, or, except as required by applicable law or regulation, to take any action on your behalf without specific instructions from you. Through your SDI Account(s) you can buy and sell U.S. Market traded equities, including exchange -listed and aver -the - counter stocks, a wide selection of mutual funds, and certain bonds and certificates of deposit. SDI representatives will take orders to sell or redeem certain securities that are not available for purchase through an SDI Account, subject to J.P. Morgan's procedures with respect to such investments. SDI Accounts are not designed for investors who trade in low- priced securities or enter special orders, including, but not limited to, block and algorithmic trades. J.P. Morgan maintains order entry policies for low-priced securities and other trading rules, which will be subject to change from time to time. J.P. Morgan reserves the right to place restrictions on your Account in its sole discretion, and to cancel or not take any order that it believes would violate Applicable Laws; J.P. Morgan will have no responsibility or liability for failing to cancel any order. You agree to accept full responsibility for the monitoring of your Account with respect to all transactions entered. d. You agree that neither unsecured email, the J.P. Morgan Online Secure Message Center, nor any other electronic communication that is not designated by J.P. Morgan for use with your SDI Account(s) are to be used to request, authorize or effect the purchase or sale of any securities or other investments, to send funds transfer instructions, or for any other financial transactions that require real-time communication or more formal written authorization in accordance with Applicable Laws or J.P. Morgan policies and procedures. Any such requests, orders, or instructions that you send in contravention of the foregoing agreement will not be accepted and will not be processed by J.P. Morgan. J.P. Morgan will not be responsible for any loss, damage, claim, or cause of action that could result from your supplying us with personal information via email or your requests, orders or instructions not being accepted or processed. 33840 J 0.3 1 Doc Codes 003 CA, 073 W-9, 085 SEC Disc 12 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT Request for Taxpayer Identification Number and Certification Certification of Taxpayer ID Number of the Primary Account Holder (or minor's name for a Custodial account) appearing in the Account Holder Name on page i of this Agreement or, if different, specify below. City of Lubbock, Texas Account Holder Name 1 Name (as shown on your income tax return). Name is required on this line; do not leave blank. City of Lubbock, Texas 2 Business name/disregarded entity name, if different ir.'ir above. 3 Select appropriate option for federal tax classification o` the person whose name is entered on line 1. Select only one of the following options. Individual/sole proprietor, or single-mem':er LLC that is disregarded and owned by an individual C Corporation S Corporation Partnership Trust/Estate Limited Liability Company. Enter the tax classification C=C Corporation, S=S Corporation, P=Partnership: ■ other (specify) Municipality 4. Exemptions (codes apply only to certain entities, not individuals) Exempt payee code (if any) Exemption from FATCA reporting code (if any) 5 Address (number, street, and apt. or suite no.) 1314 Ave K 6 City, stare and ZIP Code Lubbock, TX 79401 Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you are a foreign person, do not complete this form; instead, complete and submit the IRS Form W-8 (BEN, BEN-E, IMY, ECI or EXP) with this Agreement. -: OR 75 - 6000590 Social security number Employer identification number Part II. Certification Under penalties of perjury, I certify that: 1. The number shown on this fon i i , c:rr :: taxpayer identification r1imber (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup witl hr_ : it r cause: (a) I ari exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ORS) ,I ai I I i s.l eject to ba�, kup withholding as r: ,tilt of a failure to report all interest or dividends, or (c) the IRS has notified me than am no longer subject to backup withholdi ig; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on 'i* `orm (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must ci uss out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. 33840 J v3.3 I Doc Codes 003 CA, 073 W-9, 085 SEC Disc 13 RETAIN A COPY FOR YOUR RECORDS CUSTOMER AGREEMENT SEC Disclosure to Issuers It is J.P. Morgan's policy to protect the confidentiality of customer information. However, the law requires J.P. Morgan, upon an issuer's request, to provide the names, addresses and securities positions of the customers who are beneficial owners of the issuer's common stock and who have not objected to disclosure of such information. By initialing below, I do not want information about me or my securities holdings disclosed to any issuers. Primary Account Holder/Trustee/Custodian Initials Joint Account Holder/ 7rustee/custodian Initials Margin Privileges for Eligible Accounts) Select one. It you do not make a selection below, you will have a cash Account. Yes, I request a margin Account. Based on our understanding of your financial needs, we may recommend a margin Account that allows you to borrow, purchase, carry or trade securities, trade in uncovered options and engage in short sales leveraging eligible account assets as collateral. Please review this account type selection. Other account types are available. Please reach out to your advisor(s) to discuss your options if a margin Account does not meet your needs. ■ No, I do not request a margin Account. Account Holder Signature(s) By signing below, I acknowledge: 1. [ have received a copy of and have read this Agreement and agree to its terms and conditions. 2. 1 have received Form CRS and Guide to Investment Services and Brokerage Products at or prior to the signing of this Agreement. 3, Securities in my margin Account(s) and any securities for which I have not fully paid, together with al i attendant ownership rights, may be used by J.P. Morgan or sold or pledged to J.P. Morgan or to others. 4, This Agreement contains a pre -dispute arbitration clause in Section 26, page 9, of this Agreement. The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. x plaaovij 55'r �a4 Account Holder Signature (whose TiN f shown above) Date nonth/d y/year) Amber Magar Account f der Name X t Jcb Acc unt Holder Signature Linda Cuellar Account Holder Name Ci f A, bock Tr Payne, Mayor A TEST: Courtney Paz, City Secretary A� =oved as to Content: Cheryl Brock, Interim Chief A Officer Capital Program Finance Manager Authorized Individual Title (if applicable) 517-0?q Date (month/day/year) Director of Accounting Authorized Individual Title (if applicable) .4 RETAIN A COPY FOR YOUR RECORDS Mitch SatterwhitVfi"irst City A-1forney