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signatory as of the date of execution of this Agreement in Chief by its representative. <br />d. BANKING SERVICES PROVIDER agrees any alterations, variations, modifications, or <br />waivers of the provisions of the Agreement, shall be valid only when reduced to writing, <br />executed and attached to the original Agreement and approved by the required persons. <br />e. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in <br />the body of this Agreement. <br />f. In the event of any conflict between the provisions of this Agreement in Chief and any <br />other Contract Document, the order of precedence shall be as follows with each listed <br />document superseding the inconsistent provisions in each of the documents listed below it: <br />1. Agreement in Chief (inclusive of EXHIBITS A, A -1, B, B -1) <br />2. The exceptions, modifications, and clarifications to the RFP contained in the Proposal <br />(the "Exceptions ") <br />3. The Request for Proposal (RFP) No. 16 -111, dated September 1, 2016, and Addendum <br />#1, dated September 20, 2016, (collectively, the "RFP ") — attached hereto as EXHIBIT D <br />and incorporated herein by reference. <br />4. BANKING SERVICES PROVIDER'S Proposal in response to CITY'S RFP, inclusive of all <br />exhibits and attachments thereto and "J.P. Morgan's Response to Clarification Questions <br />for the City of Santa Ana RFP No. 16 -111 Banking Services" provided to the CITY on or <br />about November 3, 2016 together with the Potential Price Reductions to J.P. Morgan's <br />Pricing Proposal letter and Revised Cost BID Form Attachment 6A -6B provided to the <br />CITY on or about November 18, 2016 (collectively, the "Proposal ") - attached hereto as <br />EXHIBIT E and incorporated herein by reference. <br />5. The Global Account Terms and, to the extent applicable to the services provided under <br />this Agreement, the Consolidated Service Terms, referenced within the Proposal <br />(collectively "Account and Service Terms ") — attached hereto as EXHIBIT F and <br />incorporated herein by reference. <br />{Signatures on following page} <br />559 -18 <br />