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EXHIBIT 2 <br />FIRST AMENDMENT TO AGREEMENT BETWEEN THE <br />CITY OFSANTA ANA AND JPMORGAN CHASE BANK, <br />N.A. <br />THIS FIRST AMENDMENT TO AGREEMENT is entered into this 21st day of <br />December 2021, by and between the City of Santa Ana, a charter city and municipal <br />corporation organized and existing under the Constitution and laws of the State of California <br />("City"), and JPMorgan Chase Bank, N.A. ("Banking Services Provider"). <br />RECITALS: <br />A. On December 6, 2016, the City entered into Agreement No. A-2016-366 (“Agreement”) <br />with JPMorgan Chase Bank, N.A. in which Banking Services Provider, having special <br />skill and knowledge in the field of banking services, banking technology, and related <br />ancillary services to include but not limited to: daily deposit processing, image cash <br />letter (ICL) deposits, check clearing, wire services, automated clearing house (ACH) <br />transactions, positive pay services, account reconciliation, direct deposit of accounts <br />payables, account analysis services, lockbox services, client staff training, the latter, to <br />the extent reasonably required for City to utilize the services provided. <br />B. In a letter dated November 1, 2021 (Exhibit G), JPMorgan Chase, N.A. memorialized <br />their services with the City under the Agreement for the previous five (5) years. <br />C. The parties desire to amend the Compensation, Term, Insurance, and Miscellaneous <br />clauses of said Agreement. <br />THE PARTIES THEREFORE AGREE: <br />1.Section 2, COMPENSATION, shall be amended to read as follows: <br />a.Amount of Banking Fees. Upon execution of this Agreement, City will pay <br />Banking Services Provider as outlined in Exhibit H, as applicable to the <br />services selected. Payment need not to be made for work, which fails to <br />meet the standards of performance set for in the Recitals, which may <br />reasonably be expected by City. The parties recognize and agree that earnings <br />credit for City’s funds on deposit with Banking Services Provider will be <br />applied against fees otherwise payable by City and if the fees during any month <br />exceed the earnings credit for City’s balances during that month, insufficiency <br />will be carried over each succeeding month until such insufficiency plus <br />subsequently incurred fees are paid in full, subject to settlement each six (6) <br />months or monthly at the sole discretion of the City. <br />(1) Banking Services Provider will provide to City an account analysis <br />statement each month, depicting fees incurred and earnings credits earned <br />for that month, and following each six (6) month period, will prepare an <br />invoice for fees incurred for the preceding six (6) month period, and the <br />Page 1 of 6