US Bank - Douglas County

US Bank - Douglas County
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Triasury Management Services
Terms and Conditions
Thank you for choosing U.S. Bank Treasury
Management Services. This document
provides product information, disclosures and
descriptions of the Treasury Management
Services (Services") available at U.S. Bank.
Other documents may become part of our
Agreement depending on the Services you
select. Please read all documents carefully;
they will govern the Services provided to you.
U.S. Bank National Association
Member FDIC
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CONTENTS
Page
Introduction
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Terms Applicable to All Treasury Management Services
Ill. Terms Applicable to All Internet-Based Services
IV. Terms Applicable to Specific Treasury Management Services
E-Payment Service
Bill Consolidator Payment Services
Information Reporting and Transaction Services
Electronic Deposit Services
ACH Services
Wire Transfer Services
Data Translation Services
Courier Services
Cash Vault Services
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19
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U.S. Bank EasyTax Services
Paper-Based Disbursement Services
Controlled Disbursement
DraftslWarrants
Positive Pay Services
Lockbox Services
Retail Lockbox Check Conversion Services
0. Returned Check Management
Commercial Sweep Accounts Loan Option
Commercial Sweep Accounts - Investment Option
Master Repurchase Agreement (MRA)
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I. INTRODUCTION
1. Definitions
"Agent" means any director, officer, employee, representative, affiliate, third-party
vendor or any other person acting on behalf of the Customer with the actual, implied
or apparent authority of Customer. Bank may rely on any grant of authority until it
receives written notice of its revocation and is given a reasonable amount of time to
act upon such notice.
"Bank" means U.S. Bank National Association and each subsidiary or affiliate of
U.S. Bank that provides Services to Customer.
"Business Day" means any day.on which a majority of Bank's offices are open to
the public for substantially all banking functions. Saturdays, Sundays, federal or state
holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be
considered a Business Day, even if Bank's offices are in fact open.
c.1. "County" means the Customer. The term County is used at various times in this
Agreement.
"Customer" means the business entity and any parent company, subsidiary or
affiliate for whom Bank provides a Service.
"ELAVON" means ELAVON Information Systems, Inc. and any subsidiary or
affiliate of ELAVON that provides merchant processing services to Customer.
2. Other Agreements, Laws and Regulations
In
addition to these terms and conditions (collectively referred to herein as the
"Agreement"), the Services are provided to the Customer subject to the following other
agreements, laws, and regulations, which are hereby incorporated into and made part of
this Agreement:
Bank's written response to Customer's Request for Proposal (the "Response to
RFP" included as Exhibit B to this Agreement). In the case of a conflict between this
Agreement and the Response to RFP, the Response to RFP supersedes the other
terms of this Agreement, and controls. In the case of a conflict between the Terms of
Use described in Section 111.2 hereof, and the Response to RFP, the Response to
RFP supersedes the Terms of Use, and controls;
the ELAVON Terms of Service and Merchant Operating Guide;
the set-up materials, user guides, and any supplement thereto required by
Bank to implement a specific Service (referred to in the Agreement as the
"Implementation Documents");
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the most current Treasury Management Services fees provided to Customer as
stipulated within Exhibit A, Pricing Proposal, and Exhibit B Response to RFP hereto.
In the case of a conflict between the most current Treasury Management Services fee
and Exhibit A and Exhibit B, Exhibit A and Exhibit B supersede, and control;
the provisions of the Deposit Account Agreement and accompanying disclosures
and fee schedules, all of which are attached hereto and collectively referred to as
Exhibit C, which govern standard deposit accounts and other depository services, as
modified by Exhibit A and Exhibit B hereto. In the case of conflict between the
Deposit Account Agreement and accompanying disclosures and fee schedules,
Exhibit C, and Exhibit A and Exhibit B Exhibit A and Exhibit B supersede and
In the case of conflict between the Deposit Account Agreement and
control.
accompanying disclosures and fee schedules Exhibit C, and these Treasury
Management Services Terms and Conditions, these Treasury Management Services
Terms and Conditions exclusive of Exhibit C control;
the Uniform Commercial Code, enacted in the State of Colorado as Title 4 of the
Colorado Revised Statutes, as amended;
any applicable automated clearinghouse operating rules, including, without
limitation, the National Automated Clearing House Association Operating Rules and
Guidelines (the "NACHA Rules"), the National Checking Clearinghouse Association
Rules (the "NCHA Rules"), and the rules promulgated by the Electronic Check
Clearing House Organization (the "ECCHO Rules"); and
federal, state, and local laws and regulations applicable to Bank or Customer,
including, without limitation, Regulation CC promulgated by the Board of Governors of
the Federal Reserve System, 12 CFR Section 229.1, et seq. ("Regulation CC"), all
Operating Circulars promulgated by the Board of Governors of the Federal Reserve
System, and the regulations promulgated by the Office of Foreign Assets Control
("OFAC").
Change of Terms/Amendments to Agreement
Bank may change the terms of this Agreement, except for changes to Exhibit A or
Exhibit B, at any time upon reasonable written or electronic notice to Customer or by
any other method permitted by law. Any and all amendments to this Agreement must
be in writing and executed by Bank and Customer. Bank may not make any unilateral
change to Exhibit A or Exhibit B during the life of the Agreement, and Bank may not
make any change to the Agreement that varies or conflicts with Exhibit A or Exhibit B.
No Third Party Beneficiaries/Third Party Claims
Services provided by Bank are for the sole and exclusive benefit of Customer, and no
other persons or organizations shall have any of the rights and remedies arising under
this Agreement. Customer will not hold Bank liable for the potential losses to Customer
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that are detailed below under Sections ll.22.e, 111.3, IV.D.8.c, lV.D.16, IV.E.12, IV.E.19,
IV.F.8.b, IV.J.2, IV.K.2.b, IV.N.13, IV.O.5, IV.O.10. To the extent not prohibited by law
including Colorado Constitution, Art. Xl, § 1; CR5. § 29-1-110; and C.R.S. § 24-10101, S seq. -- Bank will not be liable to third parties for losses related to Sections
ll.22.e, 111.3, IV.D.8.c, IV.D.16, JV.E.12, IV.E.19, IV.F.8.b, IV.J.2, IV.K.2.b, IV.N.13,
IV.O.5, IV.O.10. Nothing in this Agreement shall be deemed a waiver of Customer's
rights under the Colorado Constitution, Colorado Revised Statutes, or Colorado or
federal common law This provision does not suggest that Customer shall be liable to
any third party for losses related to Sections ll.22.e, 111.3, JV.D.8.c, JV.D.16, IV.E.12,
IV.E.19, IV.F.8.b, IV.J.2, IV.K.2.b, IV.N.13, IV.O.5, IV.O.10., and this provision does not
constitute a waiver, express or implied, of any defense Customer may have, but for this
provision, to any claim brought against Customer by any third party.
5. Disclaimer of Warranties
NOTICE: BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN
FACT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILiTY, EITHER
TO CUSTOMER OR TO ANY OTHER PARTY, WITH RESPECT TO THE SERVICES
PROVIDED BY BANK OR ITS AGENTS OR WITH RESPECT TO SOFTWARE
PRODUCTS PROVIDED OR MADE AVAILABLE TO THE CUSTOMER FOR ITS USE
BY BANK IN CONNECTION WITH THIS AGREEMENT AND ANY SERVICE.
II. TERMS APPLICABLE TO ALL TREASURY MANAGEMENT SERVICES
Services
Bank may provide Services that are not specifically included in the Services section of
this Agreement. By accepting and using any Service, Customer agrees that the Service
will be governed by this Agreement and any other conditions communicated to
Customer by Bank. Certain Services included in this Agreement may not be available
or may not be provided in certain market areas. Nothing in the section shall abrogate
Exhibit A or Exhibt B. Any and all services that Customer receives from Bank shall be
governed by Exhibit A and Exhibit B notwithstanding any provision to the contrary in
this Agreement. Customer shall not be bound by the terms and conditions of the
specific services sections to the extent Customer is not using such service(s).
Proprietary Information
Customer acknowledges that this Agreement, all related documentation and computer
programs and systems used in providing Services, and all information related thereto
constitute proprietary property of Bank that is of great commercial value. Customer
agrees that it shall not acquire any proprietary interest or rights therein as a result of its
use of the Services and shall keep all such proprietary information strictly confidential.
Representations and Warranties
Customer and Bank each represent and warrant to the other, as of the date this
Agreement is entered into and at the time any Service is used or performed, that: (a) it
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is
validly existing and in good standing under the laws of the jurisdiction of its
organization; (b) it has all requisite power and authority to execute and deliver, and to
perform its obligations under, this Agreement and each Service used or performed by it;
(c) this Agreement has been duly authorized and executed by it and constitutes its legal,
valid, and binding obligation; and (d) any consent or authorization of any governmental
authority or third party required to be obtained by it in connection with this Agreement or
any Service used or performed by it has been obtained.
Financial Review
Bank's willingness to provide Services to Customer is dependent on the Customer's
financial condition. Customer's financial condition is subject to review by Bank from
time to time, and such reviews must be satisfactory to Bank in its sole discretion and
opinion. Customer shall, upon request, provide to Bank any such information as Bank
may require to perform any such review. Customer's failure to meet such standards or
provide such information or assistance when requested shall constitute a breach of this
Agreement and shall permit Bank to cease providing Services upon written notice to
Customer.
Fees
Unless otherwise agreed by Bank in writing, Customer shall pay Bank the fees, charges
and assessments set forth for the Services provided in accordance with Exhibit A of
this Treasury Management Terms and Conditions. The designated prices reflected in
Exhibit A for each service shall be fixed for six (6) years, and are deemed accepted by
Customer upon provision of the service to Customer. If Customer contracts for
additional services from Bank that are not listed in Exhibit A and the prices of the
additional services exceed the maximum contract liability stated in Section II, 5-A,
Customer and Bank will negotiate an Addendum to this Agreement. Customer shall
receive from the Bank a non-cash, Earnings Credit Bonus of TEN THOUSAND
DOLLARS ($10,000). The Earnings Credit Bonus may be applied to the County's
current banking fees in increments of THREE-THOUSAND THREE HUNDRED
THIRTY-THREE ($3,333) per year for three (3) years or be used to offset any additional
fees incurred by the County for implementing new banking services. Fees for services
used by Customer shall be directly invoiced to the Customer, and may not be debited
against any of the Customer's accounts at the Bank. The applicable earnings credit
rate shall be a minimum of forty (40) basis points or the current Average Federal Funds
Rate for the life of this Agreement, as stated in Exhibit B Response to RFP, page 54.
Customer's earned credit could exceed total charges in a given month; however, the
County may choose to be invoiced on a quarterly basis, allowing quarterly average
collected balances to be used for the calculation of Earnings Credits, as documented in
Exhibit B, page 54. Carryforward of Earnings Credits is limited to one (1) fiscal quarter
year and Federal law prohibits Bank from paying excess earnings credit to Customer. If
Customer's earnings credit is insufficient to offset the amount due hereunder, Customer
agrees to pay such amount to Bank upon demand. Customer authorizes Bank to
invoice Customer for any and all fees, expenses or other charges owed by Customer to
Bank under this Agreement. If either Customer or Bank exercises its right to terminate
this Agreement prior to the termination date stated in Paragraph 11.5-B, on a prorata
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basis, Customer will forgoe any remaining balance of the Earnings Credit Bonus. Thus,
if this Agreement is terminated half way through the three (3) year term, County will not
be eligible for half of the $10,000 Earnings Credit Bonus.
Maximum Contract Liability
This Agreement is a three (3) year contract. The parties shall have the option of
extending this Agreement under the same terms, conditions, and pricing for three (3)
additional one (1) year terms. Any other provisions of this Agreement notwithstanding,
for the services listed in Exhibit A, in no event shall the County be liable for payment
under this Agreement for any amount in excess of TWO HUNDRED FIFTY THOUSAND
($250,000.00) over the three (3) year term of this Agreement. This figure takes into
account the $10,000.00 Earnings Credit Bonus, and contains a fifteen percent (15%)
cushion for an increased level of usage during the term of this Agreement. The County
is
not under obligation to make any future apportionment or allocation to this
Agreement. If the parties extend this Agreement for either one, two, or three additional
1-year terms, the County's maximum additional liability shall be EIGHTY-SEVEN
THOUSAND DOLLARS ($87,000.00) for each additional one-year term. If the level of
usage increases more than fifteen percent (15%), an increased level of usage would
require additional fees. If the additional fees exceed the maximum contract liability
stated above, Customer and Bank will negotiate an Addendum to this Agreement. Any
potential expenditure for this Agreement outside the current fiscal year is subject to
future annual appropriation of funds for any such proposed expenditure.
Term
It is mutually agreed by the parties that the term of this Agreement shall commence as
of 12:01 a.m. on March 9, 2014 and terminate at 12:00 a.m. on March 9, 2017. The
parties shall have the option of extending this Agreement under the same terms,
conditions, and pricing for three additional one (1) year terms.
Insurance
The Bank shall be required to maintain the insurance requirements provided in Exhibit
0, attached hereto and incorporated herein by reference. The Bank shall provide
evidence that such requirements have been met and shall provide updated information
to the County in the event any changes are made to the Bank's insurance coverage
during the term of this Agreement
6. Deposit Accounts
Most treasury management services require that Customer maintain one or more
deposit accounts with Bank. All checks, wire transfers, ACH payments and other items
deposited into such accounts are provisionally credited and taken subject to later
verification by Bank and Bank's receipt of final settlement. Deposited items that are
deposited and later returned unpaid will be charged against the account without prior
notice. Customer agrees to pay Bank for any overdraft or overpayment in any of
Customer's accounts. Bank will first attempt to recover such amounts from the account
associated with the debt. If the available balance of such account is insufficient to
compensate Bank, Customer authorizes Bank to charge any account Customer
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maintains with Bank for any amount remaining due under this Section. Funds
maintained in Customer's deposit accounts shall be collateralized in accordance with
CR5. § 11-105-lo6throughllO.
Security Interest
Nothing in this Agreement, as amended, shall be construed as a waiver of Bank's
common law rights, unless expressly so stated.
Information Sharing
Customer agrees that Bank may share information: (a) with Bank's affiliates (i.e.
entities related to Bank by common control or ownership) that offer financial products
and other services, including those identified in this Agreement and with our
administrative or service units that perform these functions; (b) with non-affiliated
entities that provide support services to Bank or that assist Bank in providing financial
products and services to Customer; and (c) to credit rating agencies or other entities as
permitted by law.
Authorized Signers and Users
Customer shall appoint certain Authorized Signer(s) in the U.S. Bank Treasury
Management Service Agreement or in such other format as may be agreed by Bank.
Customer agrees that Authorized Signers shall be authorized to act on behalf of
Customer in all actions taken under this Agreement and may enter into all transactions
contemplated in this Agreement, including, without limitation, selecting Services for the
benefit of Customer, appointing Agents to act on behalf of Customer in the delivery of
Services, signing additional documentation that may be necessary to implement
Services and giving Customer's instructions with regard to any Service, including,
without limitation, wire transfers, ACH transfers and other electronic or paper transfers
from or to any account Customer maintains with Bank. The Authorized Signer(s)
designated in the U.S. Bank Treasury Management Service Agreement shall appoint
Agents to use the Services provided for the benefit of Customer ("Authorized Users").
Authorized Users may act on behalf of Customer for a particular Service in accordance
with the relevant Implementation Documents or other document(s) establishing the
Authorized Users' responsibilities. Customer may revoke the authority of or change the
Authorized Signers or Authorized Users at any time upon prior written notice and
execution of additional documentation required by Bank. Such change or revocation
shall not be binding upon Bank until it has received the required written notice and has
had a reasonable opportunity to act thereon. In any event, Bank may act on instructions
that it believes in good faith were provided by an Authorized Signer or Authorized User,
or anyone who Bank believes in good faith to be an Authorized Signer or Authorized
User.
Check Samples, Forms Approval and Service Implementation
Bank reserves the right to approve the form of Customer's checks, drafts, deposit slips,
and similar documentation. Prior to initiating a new account or Service, or at any other
necessary time, Customer agrees to provide all information and conduct any test that
Bank may reasonably request, including, without limitation, Implementation Documents,
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signature cards, test tapes, transmissions, corporate resolutions and other documents.
Bank may also request samples of Customer's checks, drafts, deposit slips and similar
items to ensure, in Bank's sole discretion, whether such items meet Bank's quality
control and processing standards. In the event that Bank determines that any item or
test does not meet its specifications, Bank will so advise Customer. Customer
acknowledges that Services will not commence or continue until such time as an
approved item or test is provided to Bank and determined by Bank to be satisfactory.
Customer shall be responsible for initial product installation, and Bank will provide
telephone or on-site installation support.
11, Security Procedures
Introduction. Bank and Customer shall agree to one or more security procedures
that must be used by Bank and Customer in connection with certain Service(s).
Customer agrees that such security procedures are commercially reasonable.
Customer agrees to be bound by any payment order, transaction, or service change
order that is acted upon by Bank in accordance with such security procedure.
Customer understands that the security procedures are not for the purpose of
detecting errors in the transmission or content of information controlled by Customer.
If Customer selects certain security procedures to use in connection with a Service
and those security procedures provide less protection against Unauthorized
transactions or activity than other security procedures offered by Bank in connection
with such Service, the security procedures selected by Customer shall be deemed
commercially reasonable to the same extent as the security procedures offered by
Bank that provide greater protection. Bank reserves the right to issue new security
procedures and/or to cancel or change any security procedures from time to time.
Bank reserves the right to change any or all of the security procedures or codes by
giving verbal or written notice to the Customer.
Access. Customer shall be solely responsible for designating individuals authorized
to access Services. Access to Services will be controlled through the use of Customer
lOs, user IDs, passwords, private keys, or other security devices. Customer is solely
responsible for maintaining its own internal security and agrees to use the utmost care
in selecting any company or individual given access to use one or more of the
Services. Customer shall not disclose any information regarding the Services that an
unauthorized user would find helpful to obtain access to all or part of any Service.
Confidentiality. Customer and Bank represent, warrant, and mutually agree that all
confidential information concerning the other party or parties that comes into its
possession in connection with any of the Services, including, without limitation,
security procedures or any security codes, keys, personal identification numbers,
digital certificates/signatures, or template numbers ("Codes"), will be maintained in
strictest confidence and shall not be used or divulged to any other party except as
may be necessary or advisable for the due performance of any of the Services or as
required by applicable law. Bank shall maintain physical, electronic, and procedural
safeguards to keep Customer's confidential information secure. Customer is solely
responsible for the procedures to assure the internal confidentiality of its own security
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procedures, security devices and codes and assumes all risk of accidental disclosure
or inadvertent use of any security device by any party whatsoever, whether such
disclosure or use is on account of Customer's negligent or deliberate acts or
otherwise. If Customer or its Agents have reason to believe that any security
procedures or Codes have or may become known by unauthorized persons (whether
or not employed by Customer), Customer shall immediately notify Bank by telephone
and confirm such verbal notification in writing to Bank within 24 hours. Bank wilt
replace the security procedures and Codes in accordance with Bank's security
procedures. Customer shall be solely responsible for funds transfer instructions and
other communications initiated before Bank received Customer's notice and had a
reasonable time to act on such notice. Bank reserves the right to change any or all of
the security procedures or codes by giving verbal or written notice to the Customer.
Customers obligation to maintain the confidentiality of all security procedures shall
survive the termination of any Service or this Agreement.
d. Verbal and/or Wriften Instructions. For some Services, Bank may choose to
honor Customer's request to give Bank verbal or written instructions regarding the
Services. Customer agrees that Bank may in good faith rely on such verbal or written
instructions that purport to come from an authorized Agent of the Customer without
independent verification by Bank.
Unsecured Electronic Transmissions and Instructions
Bank shall transmit to Customer information related to Services via secure electronic
transmissions. If Customer elects to send or receive instructions or reports from Bank
via unsecured electronic means, including, without limitation, facsimile transmission,
voice mail, unsecured e-mail, pager or other unsecured electronic or telephonic
methods ("Electronic Transmission"), Customer acknowledges that such Electronic
Transmissions are an inherently insecure communication method due to the possibility
of error, delay and observation or receipt by unauthorized personnel. Bank may rely in
good faith on Customer's instructions regarding how and to what number or e-mail
address Electronic Transmissions should be sent and may rely on any Electronic
Transmission that it reasonably believes to have been initiated by the Customer.
Should Customer elect to send or receive unsecured Electronic Transmissions to or
from Bank, Customer assumes all risks, and Bank shall not be liable for any toss, that
results from the nonreceipt, disclosure, alteration, or unauthorized access of any such
unsecured Electronic Transmission.
Telephone Recording
Customer acknowledges, agrees, and consents on behalf of itself, and its Agents, that
Bank may monitor and record telephone conversations at any time without further notice
to the parties to such conversations. The decision to record any conversation shall be
solely in Bank's discretion, and Bank shall have no liability for failing to do so.
Computer Equipment and Software
Many Services require the use of computer hardware and software or other equipment.
Customer is solely responsible for maintaining its computer and equipment in good
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working order, with the necessary compatibility and format to interface with Bank's
systems, including, without limitation, the ability to support the Bank's security
procedures. Customer agrees to install upgrades and other system enhancements
within a reasonable time of being requested to do so by Bank. License Agreements for
necessary software shall either be embedded in the software or separately
Customer agrees to comply with all applicable software license
documented.
agreements, whether or not such agreements have been executed by Customer.
Customer has no rights or ownership in any software provided by or through Bank and
shall not transfer, copy, alter, modify, reverse engineer, reproduce, or convey in any
manner, in whole or in part, any such software. Customer shall return all software and,
if it receives any user manuals, user manuals associated with any software upon
request. Bank makes no representations or warranties with respect to any equipment
or software provided by Bank.
15. Transactions on Non-Business Days/Cutoff Times
Transactions, deposits, payment orders, entries, or other requests by Customer
received by Bank on a non-Business Day or after established cutoff deadlines may be
treated by Bank as received on the next business day. Bank may change any cutoff
time or other deadline at any time. Bank will notify Customer of any changes at least
three (3) business days in advance.
16. Customer-initiated Transactions and Instructions
Bank will honor Customer's transactions and instructions (including adjustments,
amendments and cancellations) only when Customer has complied with this Agreement
and related policies and procedures specifically referred to in Section 1.2 hereof. Bank
will be under no obligation to honor, either in whole or in part, any transaction or
instruction that:
exceeds Customer's collected or available funds on deposit with Bank;
Bank has reason to believe may not be authorized by Customer;
involves funds subject to a hold, dispute, or legal process preventing their
withdrawal;
violates any provision of any applicable regulation of the Federal Reserve Bank or
any other federal, state of local regulatory authority; or
Bank has reasonable cause not to honor, for the protection of either Bank or
Customer.
17. Inconsistent Name and Account Number
If Customer or third party acting at the Customer's instruction initiates a fund transfer
instruction or payment order ("Payment Order") to Bank that describes the person to
receive the proceeds of such Payment Order (the 'Beneficiary"), the Beneficiary's bank,
or an intermediary bank by name and an account or other identifying number, Bank and
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subsequent parties to the Payment Order may rely on and act solely on the basis of
such number, even though the name and number do not agree and even though Bank
and subsequent parties know or have reason to know of the inconsistency. Customer's
obligation to pay the amount of the Payment Order to Bank is not excused in such
circumstances.
Intercompany Services/Authority to Transfer or Commingle Funds
In the event that Customer requests the Bank to provide Services to a parent company,
subsidiary, affiliate, or other commonly owned Company, Customer agrees that it shall
be jointly and severally liable for such Company's obligations under this Agreement.
Customer hereby represents and warrants to Bank that any and all transfers and
commingling of funds required or permitted by any Service or requested by the
Customer, and all other aspects of the performance hereby by Bank and Customer,
have been duly authorized by all necessary parties, including, without limitation, the
account holder of each account, and that Customer has obtained and shall maintain in
its regular business records and make available to Bank upon reasonable demand, for a
period of seven (7) years after termination of the Service, adequate documentary
evidence of such authorization from the account holder of each account, executed by
the duly authorized officer(s) of each such account holder in accordance with that
account holder's bylaws and/or board resolutions. Customer further represents and
warrants that each transfer or commingling of funds authorized hereunder is not in
violation of any agreement, bylaw, or board resolution of Customer or any of its affiliates
or subsidiaries, nor is it in violation of any applicable federal, state, local law, regulation,
of any decree, judgment, order of any judicial or administrative authority. Each
røpresentation and warranty contained herein shall be continuing, unless nullified by
Customer in written form and shall be deemed to be repeated upon Bank's effecting
each transfer and commingling of funds authorized hereunder.
Customer Records
This Agreement and the performance of Services by Bank shall not relieve Customer of
any obligation imposed by law, clearinghouse rules (including the NACHA Rules, NCHA
Rules, and ECCHO Rules), or by contract regarding the maintenance of records or from
employing adequate audit, accounting, and review practices as are customarily followed
by similar businesses. Customer shall retain and provide to Bank, upon request, all
information necessary to remake or reconstruct any deposit, transmission, file or entry
for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission, or
other order affecting an account. The Bank shall maintain the ability to retrieve, within
its regular business records, images of all check payment and deposited items, wire and
ACH instructions and payments, statements, reports, confirmations, adjustments,
charges correspondence, and other transactions and make available to the Customer
upon reasonable demand in accordance with Bank's record retention policies and
applicable law.
Account Communications and Review Period
Customer agrees to regularly and promptly review and verify all statements, reports,
check payment records, wire transfer instructions, confirmations, adjustments, charges,
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and other transactions ("Account Communications"). Customer may elect to receive
Account Communications electronically, including without limitation, delivery by posting
Customer acknowledges that Account
to a password protected website.
Communications provided by Bank through electronic delivery is deemed to constitute
good and effective delivery when posted by Bank, regardless of whether Customer
actually or timely receives or accesses the Account Information. Unless a different
review period is specified elsewhere in this Agreement, Customer shall, within a
reasonable time, which in no event shall be greater than thirty (30) calendar days
following the day Bank first mails, electronically transmits or otherwise makes data
available to Customer ("Review Period"), notify Bank of any error or discrepancy
between Customer's records and any Bank notice or statement, or any transaction or
transfer Customer believes was not authorized. If Customer fails to notify Bank of such
unauthorized transaction within the Review Period, Customer agrees that the failure to
report any such errors or unauthorized transactions shall relieve Bank of any liability for
the unreported erroneous or unauthorized transaction. In accordance with NACHA
rules, Customer must report an unauthorized ACH debit entry to the Customer's
account by the established deadline on the business day following the settlement date
of the unauthorized entry. Otherwise, Customer's sole recourse is to the originator of
the transaction.
21. Limitation of Bank's Liability for Services
Customer acknowledges that Bank's fees for Services are very small in relation to the
amounts of transfers initiated through these Services and consequently Bank's
willingness to provide such Services is based on the liability limitations contained in this
Agreement. Bank's liability related to any Service shall be limited exclusively to actual
proven damages arising directly from its own negligence or willful misconduct. Bank will
not, under any circumstances, be liable for any special, incidental, indirect,
consequential, punitive or similar losses or damages, whether or not the likelihood of
such losses or damages was known by either party at the time Customer first obtains
Services from Bank or at the time any instruction or order is given to a Bank pursuant to
any Service, and whether such losses or damages arise from tort, contract, or
otherwise. Bank's maximum liability for any loss of interest shall be calculated using a
rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York
for the period involved. Notwithstanding the foregoing, Bank shall not be liable for any
losses or damages caused, in whole or in part, by the action or inaction of Customer, or
the commissioners, officials, officers, directors, agents, and employees of Customer, if
such action or inaction constitutes negligence or a breach of this Agreement. Bank
shall not be liable for any damage, cost, loss, liability, or delay caused by accident,
strike, fire, flood, war, riot, terrorist act, equipment breakdown, electrical or mechanical
failure, acts of nature, any cause which is attributable to a third party, or any other
cause or event that was beyond Bank's reasonable control.
21-A. Limitation on Bank's Liability
Customer will not hold Bank liable for the potential losses to Customer that are detailed
below under Sections Il.22.e, 111.3, IV.D.8.c, IV.O.16, IV.E.12, IV.E.19, IV.F.8.b, lV.J.2,
IV.K.2.b, IV.N.13, IV.O.5, IV.O.10. To the extent not prohibited by law
including
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Colorado Constitution, Art. Xl, § 1, C.R.S. § 29-1-110, and CR5. § 24-10-101, et seq. -
Bank will not be liable to third parties for losses related to Sections ll.22.e,
111.3,
IV.D.8.c, IV.D.16, IV.E.12, IV.E.19, IV.F.8.b, IV.J.2, IV.K.2.b, lV.N.13, IV.O.5, IV.O.10.
Nothing in this Agreement shall be deemed a waiver of Customer's rights under the
Colorado Constitution, Colorado Revised Statutes, or Colorado or federal common law
This provision does not suggest that Customer shall be liable to any third party for
losses related to Sections Il.22.e, 111.3, IV.D.8.c, lV.D.16, IV.E.12, IV.E.19, IV.F,8.b,
lV.J.2, IV.K.2.b, IV.N.13, IV.O.5, IV.O.10, and this provision does not constitute a
waiver, express or implied, of any defense Customer may have, but for this provision, to
any claim brought against Customer by any third party.
Independent Contractor
Bank is an independent contractor. Notwithstanding any provision of this Agreement, all
personnel assigned by Bank to perform work under this Agreement shall be and remain
at all times, employees of Bank for all purposes. THE INDEPENDENT CONTRACTOR
IS NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS THROUGH THE
COUNTY AND IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON
ANY MONIES EARNED PURSUANT TO THE CONTRACT RELATIONSHIP.
UegaI Aliens
If the Bank has any employees or subcontractors, the Bank shall comply with C.R.S. §
8-17.5-101 and 8-17.5-102 regarding Illegal Aliens Public Contracts for Services, and
this Agreement. By execution of this Agreement, the Bank certifies that it does not
knowingly employ or contract with an illegal alien who will perform work under this
Agreement and that the Bank will participate in either the federal E-Verify Program,
jointly administered by the U.S. Department of Homeland Security and the U.S. Social
Security Administration, (the "E-Verify Program") or the Colorado Department of Labor
and Employment Employment Verification Program established pursuant to C.R.S. § 8-
17.5-102(5)(c) (the "Department Program") in order to confirm the eligibility of all
employees who are newly hired for employment to perform work under this Agreement.
A.
The Bank shall not:
Knowingly employ or contract with an illegal alien to perform work
under this Bank; or
Enter into a contract with a subcontractor that fails to certify to the
Bank that the subcontractor shall not knowingly employ or contract with
an illegal alien to perform work under this Agreement.
B.
The Bank has confirmed the employment eligibility of all employees
who are newly hired for employment to perform Work under this
Agreement through participation in either the E-Verify Program or
Department Program.
C.
The Bank shall not use either the E-Verify Program or Department
15
Program to undertake pre-employment screening of job applicants
while this Agreement is in effect.
If the Bank obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an
illegal alien, the Bank shall:
(
Notify the subcontractor and the County within three days that the
Bank has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to the preceding subsubparagraph of this subparagraph, the subcontractor does not stop
employing or contracting with the illegal alien; except that the Bank
shall not terminate the contract with the subcontractor if during such
three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal
alien.
The Bank shall comply with any reasonable request by the Department
of Labor and Employment made in the course of an investigation that
the Department is undertaking pursuant to the authority established in
C.R.S. §8-17.5-102(5).
If the Bank violates this provision of this Agreement, the County may
terminate this Agreement for a breach of contract. If the Agreement is
so terminated, the Bank shall be liable for actual and consequential
damages to the County as required by law.
The County will notify the Office of the Secretary of State if the Bank
violates this provision of this Agreement and the County terminates the
Agreement for such breach.
No Waiver of Governmental Immunity Act
The parties hereto understand and agree that the County, its commissioners, officials,
officers, directors, agents, and employees, are relying on, and do not waive or intend to
waive by any provisions of this Agreement, the monetary limitations or any other rights,
immunities and protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101 through 119, or otherwise available to the County.
Political Contributions Prohibited. Pursuant to Section 15 of Article XXVIII of
the Colorado Constitution, there is a presumption of impropriety between contributions
to any campaign and sole source government contracts. Therefore, Bank agrees, for
the duration of this Agreement and for two (2) years thereafter, to cease making,
causing to be made, or inducing by any means, a contribution, directly or indirectly, on
16
behalf of any political party or for the benefit of any candidate for any elected office of
the state or any of its political subdivisions. Further, pursuant to Section 16 of Article
XXVIII of the Colorado Constitution, the Bank shall promptly prepare and deliver to the
executive director of the Colorado Department of Personnel, a true and correct
Government Contract Summary" for this Agreement in a form acceptable to that office.
22. Dispute Resolution
Governing Law. This Agreement shall be deemed to have been made in and
construed in accordance with the laws of the State of Colorado.
Jury Trial Waiver. To the fullest extent permitted by law, Bank and Customer
hereby agree to waive trial by jury in any judicial proceeding involving, directly
or indirectly, any matter (whether in tort, contract or otherwise) in any way
arising out of, related to or connected with these Services or this Agreement.
Bank and Customer represent and warrant to each other that this jury trial
waiver is knowingly, willingly and voluntarily given.
Jurisdiction and Venue. Bank and Customer consent to the jurisdiction of the
courts of the State of Colorado, waive any argument that such venue is inconvenient,
and agree to bring litigation óommenced in connection with this Agreement in either
the District Court of Douglas County or the United States District Court, District of
Colorado. Bank and Customer expressly waive the right to bring any action in or to
remove any action to any other jurisdiction, whether state or federal.
ci. Collection Costs. There is no Section Il.22.d., "Collection Costs."
e. Adverse Claims. If Bank receives a court order or writ of execution requiring it to
place a hold on one of Customer's accounts or requiring Bank to pay monies out of
one of Customer's accounts to a third party, or receives a garnishment or levy that
requires Bank to place a hold on one of Customer's accounts or to pay monies out of
one of Customer's accounts to a third party, and Bank reasonably believes that it will
not be protected if the court order, writ of execution, garnishment, or levy is ignored,
Customer agrees that Bank may place a hold on the account up to the amount of the
claim stated in the court order, writ of execution, garnishment, or levy. Bank may not
place a hold on an account in excess of the amount stated in the court order, writ of
execution, garnishment, or levy. Any such hold will remain in place only so long as
reasonably necessary to resolve the claim stated in the court order, writ of execution,
garnishment, or levy, or employ legal remedies to allow a court to decide such claim.
Customer shall have the right to intervene in the legal action that relates to the court
order, writ of execution, garnishment, or levy. Assuming compliance with this Section,
Bank shall have no liability for dishonored transactions due to the hold.
23. Necessary Third Party Service Providers
a. Third Party Networks. Some Services are provided by Bank through access to a
third party network such as SWIFT, ACH, and the Federal Reserve. Such Services
are dependent upon the availability of the third party network on conditions acceptable
17
to Bank. Bank reserves the right to discontinue the Service or provide the Service
through an alternative third party network
b. Third Party Vendors. Some Services and/or computer equipment and software are
provided to Customer by a third party vendor selected by Customer who is unaffiliated
with Bank. In those cases, the third party vendor is acting as Customer's Agent rather
than an agent of Bank, and Customer agrees to be bound with such third party's acts
and omissions. Bank does not warrant and shall not be responsible for Services
provided by unaffiliated third party vendors. Customer authorizes Bank to disclose to
any third party vendor information concerning Customer to the extent required to
deliver the requested Service.
Notices
All written notices to Bank shall be delivered or mailed to the address designated by
Bank. Notices sent to Customer shall be delivered or mailed to Customer's current lead
account address or other known address if deemed more appropriate by Bank under
the circumstances. Notices may be delivered to some Customers in electronic format,
including posting to Bank's website, if requested or appropriate.
Severability
To the extent possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision shall be
held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability, without rendering invalid, illegal or
unenforceable the remainder of any such provision or the remaining provisions of this
Agreement.
Waiver
A waiver by Bank or Customer of any term or provision shall not be construed as a
waiver of such term or provision at any other time, or of any other term or provision.
Assignment
In addition to Section 11.23. above, Bank may at any time assign or delegate its rights
and duties under this Agreement upon the notice and written consent of Customer,
which shall not be unreasonably withheld. Customer may not assign or transfer its
rights or obligations hereunder to any other person or entity without Bank's written
consent, whose consent shall not be unreasonably withheld.
Termination
Any Services may be terminated, with or without cause, by the Bank upon sixty (60)
days' prior written notice to the Customer and Services terminated, with or without
cause, by the Customer with thirty (30) days' prior written notice to the Bank. Bank may
also terminate or suspend any Services without notice to Customer if any of the
following occurs: (a) Customer becomes insolvent or files, or has filed against it, any
bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of
any kind; (b) a material adverse change occurs in Customer's business or financial
18
condition; (c) Bank has reason to believe that Customer has engaged in fraudulent or
illegal activity; (d) Customer fails to maintain balances in accounts sufficient to cover
overdrafts; (e) Customer violates the terms of this Agreement, any Service Terms and
Conditions or any financing arrangement with Bank; (f) Customer fails to provide
financial information reasonably requested by Bank; (g) Bank determines it is
impractical or illegal to provide any Services because of changes in laws, regulations or
rules; or (h) Bank, in good faith, is unable to satisfy itself that any Services have been
properly authorized by Customer. Notwithstanding any termination, the terms of this
Agreement and the Service Terms and Conditions shall apply to all transactions which
have been initiated prior to termination.
Ill. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES
1. Introduction
Bank offers a number of Treasury Management Services over the Internet. If requested
by Customer and agreed to by Bank, Bank will grant Customer access to one or more of
Bank's Internet Services in the manner established by Bank. Customer agrees that its
use of Treasury Management Services from time to time offered by Bank via the
Internet (collectively, the "Internet Services") shall be governed by:
(I) this Section and all other relevant sections of this Agreement, including, without
limitation, sections governing the specific Treasury Management Services that are
offered online;
the other agreements, laws and regulations described in Section 1.2. of this
Agreement; and
the applicable Terms of Use, as defined in Section 111.2. below.
2. Terms of Use
Bank may post terms or rules of Use ("Terms of Use") governing Customer's use of the
Internet Services on Bank's website(s) for accessing such Services. Such Terms of
Use shall supplement and amend the terms set forth in this Section. In the event of a
conflict between the Terms of Use and the rules set forth in this Agreement, the Terms
of Use shall govern, provide that no Term of Use may vary or conflict with any provision
of Exhibit B or any price shown in Exhibit A. Customer's initial use of an Internet
Service shall constitute an acceptance of the Terms of Use posted on the website.
Bank may change the Terms of Use for any Internet Service at any time by posting
notice of such change via an alert or message on a broadcast or message page of the
website ("Broadcast Message"). All changes shall have an effective date. Customer's
use of the Internet Service after the effective date of any such change shall constitute
an acceptance of the revised Terms of Use by Customer. Customer is responsible for
establishing an internal procedure for reviewing the Broadcast Message page on a
regular basis to obtain timely notice of changes to the Terms of Use. In the event that a
specific Internet Service does not have Broadcast Message capability, Customer will be
19
notified of any changes in accordance with Section II. 24. hereof. Neither Bank nor
Customer will contest the validity, enforceability, or admissibility of hard copy printouts
of the Terms of Use for any website or notices of changes to such Terms of Use
provided in accordance with this Section. Copies of such Terms of Use or notices, if
introduced as evidence in tangible form in any judicial or administrative proceeding, will
be admissible to the same extent and under the same conditions as other business
records originated and maintained in documentary form.
Security
Customer agrees to use the Internet Services
in
accordance with the security
procedures established by Bank. Without limiting the foregoing, Customer shall at all
times use a web browser that supports the level of encryption used by Bank as part of
its security procedures. Due to emerging technologies and ensuing changes in security
practices, Bank reserves the right to supplement or change its security procedures from
time to time upon reasonable notice to Customer. Customer acknowledges and agrees
that, notwithstanding anything to the contrary set forth in the Agreement, in matters of
security, reasonable notice may be less than a day's notice or even, in some cases,
notice after the fact. Bank reserves the right to reject any transaction or service request
that is not made in accordance with its security procedures. Customer shall designate
one or more System Administrator(s). The System Administrator shall be responsible
for setting up Internet Services and for establishing internal security procedures related
to such Internet Services, including, without limitation, accepting delivery of software,
system-wide configuration of Bank accounts, establishing authority levels, establishing
authorization requirements, and distributing and re-setting lDs, passwords and other
internal security devices related to the Internet Services. Customer's designation of the
System Administrator may be amended or revoked from time to time upon notice to
Bank. Bank shall have a reasonable time to act on any such notice.
Customer is responsible for maintaining the security and confidentiality of all IDs,
passwords and other security devices issued to or by Customer (collectively,
"Customer's Internal Security Devices"). Customer shall not permit unauthorized
individuals to use Customer's Internal Security Devices to access any website.
Customer is responsible for the actions of any individuals using Customer's Internal
Security Devices to access any website. Customer shall promptly notify Bank if
Customer has actual knowledge that the security of any website has been
compromised. Customer will not hold Bank liable for any loss suffered by Customer as
a result of Customer's breach of Section 111.3. To the extent not prohibited by law
including Colorado Constitution, Art. XI, § 1, CR5. § 29-1-110, and C.R.S. § 24-10101, et seq. -- Bank will not be liable to third parties for losses related to Section 111.3.
-
This provision does not suggest that Customer shall be liable to any third party for
losses related to Section 111.3, and this provision does not constitute a waiver, express
or implied, of any defense Customer may have, but for this provision, to any claim
brought against Customer by any third party.
Other Customer Responsibilities
a. Equipment and Software. Customer is responsible for obtaining (from Bank, in
20
some instances), installing and maintaining the computer and communications
equipment (including, without limitation, personal computers and modems), software,
web browsers, Internet access and communications services necessary to access and
use the Internet Services in accordance with this Agreement.
Use of Internet Services. Customer shall use its access to Internet Services and
websites operated by or on behalf of Bank only to conduct its business with Bank and
agrees to limit access to those Agents who require access to Internet Services.
Antivirus Protection. Customer agrees to run antivirus software before
transmitting data to or through any website. Customer may use any commercially
available, industry recognized antivirus software of the type that detects and disinfects
viruses automatically, without the need for the Customer to execute virus scanning for
each file manually. Customer shall update its antivirus software on a regular basis
and in no event less often than once every month.
5. Disclaimer of Warranties
NOTICE: THE BANK SHALL PROVIDE A SECURE WEBSITE TO THE CUSTOMER.
BANK PROVIDES ALL INTERNET SERVICES ON AN "AS IS," "AS AVAILABLE"
BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
WITH RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR SECURITY
OF ANY WEBSITE. BANK DISCLAIMS ALL SUCH REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, BANK
DOES NOT WARRANT THAT THE OPERATION OF ANY WEBSITE WILL BE
UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS RESPONSIBLE FOR TAKING
APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH
COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF ANY WEBSITE
AND ASSUMES THE RISK OF SUCH OCCURRENCES.
IV. TERMS APPLICABLE TO SPECIFIC TREASURY MANAGEMENT SERVICES
The following are additional terms and conditions applicable to specific Treasury
Management Services offered by Bank. Bank may change the number or type of
Services offered at any time, provided that it remains in compliance with Exhibit B.
A. E-PAYMENT SERVICE
Customer may select the E-Payment Service that would allow its customers ("Payers")
to make convenient payments to Customer through the Internet, an Integrated Voice
Response (IVR) system, or a 'live' call center. Customer agrees that this Service shall
be governed by this Section and all other relevant sections of this Agreement.
1. Internet
a. Customer Payment Site. "Customer Payment Site" means the interactive Internet
payment site hosted by Bank where Payers may make payments to Customer over
the Internet. Bank will configure, implement, host and support the Customer Payment
21
Site.
Customer License. Bank shall have the right and license to use Customer's name,
trademarks, service marks, copyrights and logos and other textual information in
connection with the Customer Payment Site solely for the purposes contemplated
herein.
Administrative Terminal. "Administrative Terminal" means the interactive Internet
site hosted by Bank where Customer may access reports, initiate payments on behalf
of Payers, or initiate refunds. Bank will configure, implement, host, and support the
Administrative Terminal.
Customer shall be solely responsible for setting up
Authorized Users, access entitlements and internal controls within the Administrative
Terminal.
Links. Customer shall provide and maintain a secure link on its website to the
Customer Payment Site. Customer shall be responsible for ensuring that the link to
the Customer Payment Site takes Payer to the appropriate area within the Customer
Payment Site. Customer shall be responsible for providing the agreed-upon data
concerning Payer in a manner that meets Bank's encryption or security methods
during the exchange. Customer and Bank agree to use industry-standard security
procedures and technology to ensure the security of the Customer's website and the
Customer Payment Site and to prevent data theft or unauthorized access.
Payer Authentication. Depending on the applicable payment processing channel,
Customer shall be responsible for verifying the identity of each Payer prior to the time
Payer is linked to the Customer Payment Site. Customer agrees that Payers shall not
be granted access to the Customer Payment Site link until Customer has verified the
identity of each Payer using a commercially reasonable fraud detection system. For
every Payer that accesses the Customer Payment System, Bank may rely on
Customer to have completed such verification.
Compliance with laws and regulations
Customer agrees to comply with all applicable laws, rules and regulations, including
without limitation, those issued by: (i) the National Automated Clearing House
Association; (ii) any governmental entity, including (without limitation) the requirements
contained in the Electronic Fund Transfer Act, Regulation E, and the Electronic
Signatures in Global and National Commerce Act; and (iii) any other entity or
association that issues or sponsors a payment device, including (without limitation) the
requirements of the Payment Card Industry (PCI) Data Security Standard and any credit
card association, including Visa and MasterCard. Customer further agrees to comply
with all payment network regulations for ATM debit networks.
Integrated Voice Response (IVR)
To make an automated payment via a touch-tone phone, Payers may access the IVR
system by calling a toll-free number provided by Bank or Customer. Customer shall
have previously forwarded a one-time file of existing Payers ("pre-registration file") to
22
Bank. In order to make a payment via the JVR system, Payers are required to input
information that matches their user information in the pre-registration file.
call Center
If this option is selected by Customer, Payers may make a payment by phone by calling
a 24-hour call center and speaking to 'live' Bank personnel. Bank shall authenticate a
Payer's identity in the manner specified by Customer, and agreed to by Bank, in the
Customer acknowledges and agrees that the
Implementation Documents.
authentication of the Payer's identity in such manner shall constitute a commercially
reasonable fraud detection system and Bank shall have no liability for all payments so
authenticated.
Payer Authorization
If payment is made via the Internet, Payer will be prompted to authorize the payment
and print a confirmation once Payer has reviewed the payment data and input the
information necessary to complete the payment. If payment is made via the IVR or call
center, the confirmation number will be read to Payer. Bank is not responsible for the
detection of errors made by Payer or Customer and may rely on the information
submitted or communicated by Payer or Customer.
Payment Processing
Payments shall be processed in the manner mutually agreed to between Bank and
Customer, which may include ACH debit entries, debit cards, credit cards or other
payment processing methods. Customer shall at all times be considered the originator
of Payer's payment. Depending on the applicable payment processing channel,
payment processing may also be subject to the terms of any other agreement between
Bank and Customer and between Customer and the payment transaction processor
supported by Bank. Payments may be initiated through the Customer Payment Site,
IVR system or Administrative Terminal. Bank will notify Customer of the payments that
were initiated through the Administrative Terminal or by delivering a file as set forth in
the Implementation Documents. Customer acknowledges and agrees that all payments
are subject to adjustment, return, reversal and/or chargeback in accordance with the
rules governing the applicable payment processing channel.
Recurring Payments
The E-Payment Service provides Customer with the ability to offer Payers the option of
making fixed or variable recurring payments. If permitted by applicable regulations,
Payers have the ability to initiate a payment that recurs semi-weekly, weekly, semimonthly, monthly or quarterly. Payers must be pre-registered in order to initiate variable
recurring payments.
Fees
In addition to Bank's standard fees, Customer agrees to pay additional fees and
expenses for implementation of the E-Payment Service or other additional services, if
any, as may from time to time be disclosed to Customer by Bank. Customer also
agrees to pay the applicable fees and expenses charged by the payment transaction
23
processor supported by Bank, as set forth in Customer's agreement with such
processor.
9. Convenience Fee
If permitted by applicable regulations, the E-Payment Service offers a flexible
convenience fee option that allows Customer or Bank to define and collect a
convenience fee to be charged to Payers in connection with the payment transaction.
Payers are provided with the opportunity to stop the payment process if they do not
wish to pay the convenience fee.
If Customer desires to collect the convenience fee, Customer shall be responsible
for ensuring that convenience fee assessments comply with the relevant laws, rules
and regulations.
If agreed to by Bank and Customer, Bank may collect and retain the convenience
fee. Customer agrees that Bank may, in its sole discretion, set, adjust, manage and
collect the convenience fee as a means to wholly or partially offset Bank fees that may
otherwise have been incurred by Customer. Bank's willingness to collect the
convenience fee shall be based on Customer's projected payment volume, average
ticket, type of transactions, or other considerations such as changes to interchange
fees and assessments.
If the actual payment volume, average ticket or other considerations fail to meet
Customer's stated projections or do not completely offset Bank fees, Customer agrees
that Bank may, in its sole discretion, require Customer to wholly or partially reimburse
Bank for any resulting shortfall in Bank fees.
10. Transaction Controls
Customer agrees to notify Bank of any material change or anticipated material change
in daily dollar activity or type of transaction processing, and obtain Bank's consent to
such change. Bank may, in its sole discretion, immediately upon written notice to
Customer, place a maximum dollar limit on the E-Payment transactions or require
Customer to provide reasonable security for Bank's continued handling of such
transactions.
B. BILL CONSOLIDATOR PAYMENT SERVICES
Bill Consolidator Payment Services provides Customer with the ability to receive
consumer payments electronically from its consumer customers that are initiated via the
consumers' personal computer home banking application or other Internet bill payment
providers, including consumer credit counseling agencies. Customer agrees that this
Service shall be governed by this Section and all other relevant sections of this
Agreement.
1. Network
"Network" means the MasterCard Remote Payment and Presentment Service ('RPPS"),
a division of MasterCard International, Inc. and/or Visa ePay, a division of Visa
International ("ePay"). Bank receives payments and remittance data via the Network.
Bank will credit payments to Customer's account and electronically transmit the
remittance data to Customer in Bank's standard or other mutually acceptable format for
24
loading to Customer's accounts receivable system.
Customer's Responsibilities
Customer shall provide Bank with all data and specifications necessary for the Network
to process payments and for Bank to transmit the remittance data to Customer.
Customer agrees to conduct tests that Bank may deem necessary to ensure Customer
and Bank are able to process the remittance data. The purchase, installation, testing,
and maintenance of any and all equipment used to receive and process information
from Bank is the responsibility of Customer. As soon as possible, and in any event, no
later than 48 hours after Bank transmits the remittance data to Customer, Customer
agrees to process all such data and inform Bank of any incorrect, unidentifiable or
unprocessable information (collectively, "Returns').
Bank's Responsibilities
Bank shall develop a program to process and transmit remittance data received from
the Network in Customer's preferred file format. Bank shall transmit Returns to the
Network when Customer provides Bank with the Return information. Bank will credit
Customer's account in an amount equal to the payments received and debit Customer's
account in an amount equal to any Returná and, if applicable, any Reversals (defined
below).
Reliance on Network
Customer acknowledges that Bank's ability to process payments and remittances are
dependent upon the continued use and support of the Network and third party
computers housing the Network and its associated communications network. In the
event that access to the Network or its computer communications system is terminated
or suspended for any reason, Bank shall not be liable to Customer for any disruptions or
failure to provide any part of this Service. Bank assumes no responsibility for the
accuracy, timeliness or the completeness of data delivered from the Network to Bank.
Optional Reversal Transactions
Reversals are Network-initiated debit messages from payment originators informing of
the cancellation of previous transactions. Customer may set debit caps on Reversals to
limit the daily debit amount a payment originator may send through the Network. If
Customer instructs Bank to accept Reversals, Customer hereby authorizes Bank to
debit Customer's account for the amount of the Reversals.
Optional Biller Stop Payment
Biller Stop Payment allows Customer to provide Bank with instructions regarding
payments that Customer does not want posted to its account. If Customer instructs
Bank to stop a payment from posting to its account, Customer hereby authorizes Bank
to return the payment through the Network. Payments that are stopped will not be
included in Customer's settlement transaction or the remittance data provided to
Customer.
C INFORMATION REPORTING AND TRANSACTION SERVICES
25
Information reporting and transaction services may be provided by Bank to Customer
through SinglePoint® or other applications or systems as may be introduced by Bank
("System(s)"). The System may also be used by Customer to automate many of the
Services offered by Bank and also may provide access to other Bank systems that
initiate transactions. Customer agrees that such use of the System shall be governed
by this Section and all other relevant sections of this Agreement.
Introduction
If requested by Customer and agreed to by Bank, Bank will grant access to Bank's
System(s) in the manner agreed to by Bank. Customer agrees to be bound by any
terms of use and license agreements associated with these Systems.
Information Reporting
Bank is authorized to store, process, transmit and make available through Bank's
agencies and Systems and through third party data processing providers ("Providers")
information regarding accounts designated by Customer. Bank or Providers will
transmit to Customer information regarding its account(s) and/or other financial data
through the System on a periodic basis. Customer may elect to receive data through
one or more delivery mechanisms, including, without limitation, the Internet, computer
dial-up, telephonic delivery, facsimile, CD-Rom or unsecured e-mail. Section 11.12. shall
apply in the event Customer elects to receive unsecured reports via an Electronic
Transmission. Balance and related information for Customer's accounts(s) held at other
financial institutions may be made available by these financial institutions or Providers
that input information into Bank's System. Bank will use reasonable care in submithng
data into the System, but assumes no responsibility for the accuracy or timeliness of the
account information and other financial data supplied by other financial institutions or
Providers. Bank will make every reasonable effort to deliver information by the mutually
agreed upon time, but does not guarantee a specific delivery time. Accordingly, Bank's
responsibility to Customer with respect to the delivery of information shall be to deliver
such work as close to the agreed time as may be reasonably practicable.
Transaction Services
Customer may use SinglePoint® or other similar System to access treasury
management transaction services offered by Bank for which Customer has enrolled.
Depending on the type of product offered by Bank, access to the transaction services
may include, but are not limited to: ACH, ACH positive pay, wire transfer payments,
book transfers, stop payments, positive pay, reverse positive pay, image access and
system administration. Customer agrees that use of the System for transaction services
shall be governed by this Section IV.C. and all other sections of this Agreement that are
applicable to the product or service being accessed.
Security Procedures/System Administrator
Customer agrees to operate the System in accordance with the procedures established
by Bank. Bank reserves the right to reject any transaction or service request that is not
made in accordance with these procedures. Customer agrees to designate one or more
System Administrator(s). The System Administrator is responsible for setting up
26
Services available through the System and for establishing internal security procedures
related to such Services, including, without limitation, system-wide configuration of Bank
accounts, assigning users, establishing authority levels, establishing authorization
requirements, distributing and re-setting passwords and other internal security devices
related to the Services. Designation of the System Administrator may be amended or
revoked from time to time upon notice to Bank. Bank shall have a reasonable time to
act on any such notice. Customer is solely responsible for maintaining a secure work
environment to ensure against use of the System by unauthorized individuals. Security
procedures to be followed by Customer include, without limitation, informing Agents that
any passwords should not be shared with anyone and to secure physical access to the
terminals used for services when an Agent has logged on to the system or otherwise.
5. Manuals
Bank will provide Customer with a manual(s) in paper or electronic format that will set
forth the applicable System's policies and procedures with which Customer agrees to
comply. Bank may, without prior notification, make amendments to any manual. Bank
owns or has obtained all proprietary rights to the manuals and Customer agrees not to
duplicate, distribute or otherwise copy Bank's manuals without Bank's prior written
consent. Any manual will at all times remain the property of Bank and Bank reserves
the right to request Customer to return all printed copies of such manual within thirty
(30) days of termination of this Service.
6. Customer Responsibilities
Customer will purchase (from Bank, in some cases) and provide all equipment and
software necessary to use the applicable System in accordance with this Agreement.
Bank shall have no responsibility and makes no warranties for such equipment or
software. Customer agrees to use the System solely to conduct its business with Bank
and agrees to limit access to those Agents who require access to the System.
Customer agrees that in addition to other limitations to Bank's liability elsewhere in this
Agreement, Bank shall not be liable for any loss or damage arising directly or indirectly
from the following:
any inaccuracy or incompleteness in the input of an order or instruction from the
Customer;
any failure by Customer to obtain a confirmation of an order or instruction; or
any cancellation or attempted cancellation by Customer of an order or instruction.
7. Accuracy and Timeliness of Information
Bank will use reasonable efforts to provide the information requested through the
Services in a prompt fashion, but shall not be liable for temporary failure to provide
timely information. In such event, Customer shall be responsible for carrying out
banking business through alternative delivery channels. If Bank fails to provide timely
information, Bank shall waive related Bank fees if Customer makes reasonable efforts
through Bank to carry out banking business through alternative delivery channels, but is
27
unsuccessful in doing so. Bank shall not be liable for any inaccurate or incomplete
information with respect to transactions which have not been completely processed or
posted to Bank's system prior to being made available pursuant to the Services.
Information with
respect to all transactions is provided solely for Customer's
convenience, and Customer shall have no recourse to Bank as to use of such
information.
8. International Information Reporting
If requested by Customer and agreed to by Bank, Bank may provide incoming
international information reporting through Providers or via SWIFT, which shall be
governed by the terms of this Section IV.C., other applicable sections of this Agreement,
and other applicable agreements or law. Bank shall receive the international
information reporting data through Providers or via SWIFT from Customer's account-
servicing Bank ('Servicing Bank") and shall display such data to Customer using
SinglePoint® or other similar System. If Customer makes a request to Bank for an offschedule international information report from the Servicing Bank, Customer agrees that
Bank shall have no liability if the Servicing Bank does not support the off -schedule
request or does not respond to the request in a timely manner.
0. ELECTRONIC DEPOSIT SERVICES
Electronic Deposit Services provide Customer with the option of making electronic
deposits using the ECLD services or the OED services, or other similar products or
systems as may be introduced by Bank. Customer agrees that the Electronic Deposit
Services shall be governed by this Section IV.D. and other relevant sections of this
Agreement.
1. Processing Options
Customer shall at all times maintain an account with Bank and may select one of the
following processing options as part of the Electronic Deposit Services:
Check Image/MICR Data/Substitute Check Collection: Customer captures checks
or check information received from its Payor Customers into Check Images and/or
MICR Data, and transmits the same to Bank for processing and collection. Bank will
seek to collect such Check Images and/or MICR Data through the check collection
system by presenting or exchanging Check Images and/or MICR Data, or using Check
Images and/or MICR Data to create a Substitute Check, a Demand Draft or a PhotoIn-Lieu ("PIL") for collection.
ACH Processing and Check lmage/MICR Data/Substitute Check Collection:
Customer captures checks or check information received from its Payor Customers
into Check Images and/or MICR Data, and transmits the same to Bank for processing
and collection. Checks that are eligible to be used as source documents to originate
ARC Entries, POP Entries, or BOC Entries are processed through the ACH system.
The remaining checks are sent for collection as described above in the Check
Image/MICR Data/Substitute Check Collection processing option.
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2. Definitions
"ACH Entry" means an ARC, POP or BOC debit entry originated to debit funds from
a Payor Customer's account at a financial institution in accordance with the Operating
Rules of the National Automated Clearing House Association ("NACHA").
"Check Image" means an electronic image of an original paper check or an
electronic image of a Substitute Check that is created by Customer, Bank or another
bank or depository institution in the check collection system.
"Check Image Metadata" means information about the Check Image, as well as
pointers to the actual image data (also known as image tags).
"Customer System" means the computer hardware, software and web-based
applications located at Customer's site that is used by Customer to prepare Electronic
Deposits and to access the OED services or ECLD services. For OED services, the
Customer System shall comprise of a scanner and other hardware, software and webbased applications, all of which may be supplied by Bank.
"ECLD system" means Bank's Electronic Cash Letter Deposit computer systems
and databases that Customer may access in order to obtain the ECLD services.
"ECLD services" means the Electronic Cash Letter Deposit services that allow
organizations that receive check remittance payments by mail or dropbox to deposit all
payments electronically at Bank, as further described in the User Manual.
"Electronic Deposit" means electronic information (including Check Images, Check
Image Metadata, MICR Data, dollar amount or ACH Entry information), obtained from
capturing information from an original paper check and related remittance
documentation, that is transmitted to Bank for deposit, processing and collection.
"Electronic Deposit Services" means the ECLD services or OED services or other
similar products or systems offered by Bank and selected by Customer.
"MICR Data" means information from the Magnetic Ink Character Recognition
stylized printing on the bottom of checks comprising of routing, transit, account and
check serial numbers.
"OED system" means Bank's On-Site Electronic Deposit Service computer systems
and databases that Customer may access in order to obtain the OED services.
"OED services" means the On-Site Electronic Deposit Services that allows
organizations that receive check remittance payments by mail or in a walk-up or drop
box environment to deposit all payments electronically at Bank, as further described in
the User Manual.
I.
'Payor Customers" means clients and/or customers of Customer that submits
29
original paper checks or check information to Customer for payment obligations owed
to Customer.
"Photo-In-Lieu" or "PIL" means a photocopy of an original paper check, other than
a Substitute Cheek, created from a Check Image.
"Remotely-Created Demand Draft" or "Demand Draft" means a paper item, other
than a Substitute Check or PIL, that (i) is drawn on a Payor Customer account, (ii)
does not bear the signature of the Payor Customer, and (iii) is authorized by the Payor
Customer to be issued in the amount for which the item is drawn.
"Substitute Check" means a paper check document that meets the definition of a
"substitute check" in the Check Collection for the 21st Century Act as implemented by
Regulation CC of the Federal Reserve Board.
"Transaction Data" means any information obtained from Payor Customer's checks,
Check Images, remittance slips or information entered by Customer into the Customer
System, including without limitation MICR Data, check amount, Payor Customer
address or check number.
Customer Authorizations and Notifications
Customer shall adhere to any and all applicable clearinghouse, local, state, or federal
laws, rules or regulations, including but not limited to, obtaining all necessary consents
and authorizations from, and/or providing all necessary disclosures and notifications to,
its Payor Customers concerning the creation and use of the Payor Customers' checks
or any other use of Transaction Data by Customer or Bank, and the conversion of Payor
Customers' checks or check information to ACH Entries and/or Check Images (including
subsequent Substitute Checks, Demand Drafts or PILs created from such Check
Images). Customer is solely responsible for ascertaining the content, method, and
frequency of any required authorizations and notifications.
Determination of Items Eligible for Electronic Deposit
a. Only original paper checks that qualify as a source document may be converted to
an ARC Entry, POP Entry or BOC Entry under NACHA Rules. Customer is
responsible for maintaining current information in the OED system or ECLD system on
those Payors of Customer who have opted-out of ARC Entry conversion. If Customer
has selected a processing option that uses ACH Entries to collect payments from
Payors of Customer, Bank will apply certain automated internal edits and screens to
the MICR Data and/or Check Images submitted by Customer to determine whether
the original paper check is a source document that qualifies for conversion to an ACH
Entry. Customer acknowledges and agrees that Customer is the Originator of such
ACH Entries under NACHA Rules regardless of whether Customer or Bank initiates
the ACH Entry into the payment system. Bank shall have no liability to Customer or
any other person in the event that a Payor of Customer has opted-out of conversion
and Customer failed to maintain Payor of Customer information in the OED system or
ECLD system and check or check information is processed or converted by Bank to
30
an ACH Entry and such check or check information was not eligible for any reason for
processing as, or conversion to, such an item.
b. Only a draft, payable on demand, and drawn on or payable through or at an office
of a bank, is eligible for deposit as a Check Image. Without limiting the generality of
the preceding sentence, the following items are not eligible for deposit as Check
Images under the Electronic Deposit Services, and Customer must deposit these
original paper checks with Bank for collection: (i) checks, including travelers checks,
that are drawn on banks located outside of the United States, (ii) checks payable in a
medium other than U.S. dollars, (iii) non-cash items (as defined under Section
229.2(u) of Federal Reserve's Regulation CC), (iv) promissory notes and similar
obligations, such as savings bonds, and (v) any other class of checks or drafts as
identified by Bank to Customer from time to time.
5. Capture of Checks and Check Information
Depending on the processing options selected by Customer, Customer shall be
responsible for accurately capturing an image of each paper check, the MICR Data
and the correct dollar amount of the check into the Customer System. In the event the
condition of a paper check precludes a complete automated read, Customer shall be
responsible for visually inspecting the check and repairing the MJCR Data, if
necessary. Customer shall be responsible for the inspection of all Check Images to
ensure the legibility of the Check Image (including without limitation the dollar amount
and signature of the drawer), for the repair of any MICR Data, and for ensuring that
any and all information on a paper check is accurately captured and legible in the
resulting Check Image and/or MICR Data and otherwise complies with any Check
Image or MICR Data quality standards and guidelines that may be established by
ANSI, ECCHO Rules, the Federal Reserve, other applicable regulatory agency or
clearinghouse or that Bank may provide to Customer from time to time. Customer
acknowledges that current image technology may not capture all security features
(e.g. watermarks) contained in the original paper checks, and agrees to assume any
and all losses resulting from claims based on security features that do not survive the
image process.
Customer further acknowledges that Bank does not verify the accuracy, legibility or
quality of the Check Image or MICR Data prior to processing an Electronic Deposit.
Bank may, in its sole discretion, reject, repair, alter, amend, re-format or convert the
Check Image Metadata or MICR Data submitted in an Electronic Deposit in
accordance with general check collection practices and industry presentment
standards, but Bank shall have no obligation to reject, repair, alter, amend, re-format
or convert the Check Image Metadata or MICR Data. If Bank requires that Customer
comply with certain formatting standards or other guidelines when submitting
Electronic Deposits and Customer declines to implement, or comply with, such
standards or guidelines, Customer acknowledges that Bank shall not be liable for any
error or loss that results from Bank processing such Electronic Deposit or from Bank's
re-formatting or conversion of the Electronic Deposit prior to processing.
31
c. Bank shall not be liable to Customer for failure to process an Electronic Deposit, or
any error that results in processing or collecting an Electronic Deposit: (I) for which
Customer has not provided Bank with full and correct MICR Data and dollar amount
from the original paper check; (ii) for which Customer has not provided an accurate
and legible image of the original paper check, (iii) for which Customer has failed to
comply with formatting standards or other guidelines required by Bank: or (iv) which
would violate this Agreement, the User Manual or any other written agreement
between Customer and Bank.
6. Upload of Electronic Deposit to Bank
Customer shall upload the Electronic Deposit transmission (containing one or more
Electronic Deposits) to Bank prior to the daiiy cut-off time established by Bank from
time to time for the receipt of Electronic Deposits. Any Electronic Deposit
transmission received by Bank after its daily cut-off time shall be deemed to have
been received by Bank at the opening of its next banking day. Performance of the
Electronic Deposit Services may be affected by external factors such, as
communication networks latency. Customer is responsible for the transmission of the
Electronic Deposit until the OED system or the ECLD system reports a successful
acknowledgement of receipt of the transmission.
An Electronic Deposit is received when the entire Electronic Deposit transmission in
which that Electronic Deposit is contained is received by Bank in accordance with
Section IV.D.6.a. above. If only a portion of that Electronic Deposit transmission is
received by Bank for any reason, including without limitation a failure during the
transmission to Bank, the Electronic Deposit transmission is deemed to have been not
received by Bank with respect to any Electronic Deposit contained in that Electronic
Deposit transmission (including any Check Image contained in the portion of that
Electronic Deposit transmission that was received).
Bank will process Electronic Deposit transmission received from Customer either
via ACH Processing, or via Check Image/Substitute Check Collection, according to the
processing options selected by Customer.
7. Collection of Check Images and MICR Data
Notwithstanding anything to the contrary in this Agreement, Bank may in its sole
discretion determine the manner in which Bank will seek to collect a Check Image
and/or MICR Data deposited by Customer. Without limiting the generality of the
preceding sentence, Bank may, at its option: (i) present or transfer the Check Image or
MICR Data to the paying bank, a Federal Reserve Bank, image share/exchange
network, or other collecting bank; (ii) create a Substitute Check, a Demand Draft or a
PIL from the Check Image and/or MICR Data and collect such item, or (iii) request that
Customer provide to Bank the original paper check from which the Check Image and/or
MICR Data was created and then collect the original paper check.
8. Returns
a. Customer agrees that Bank may charge the account of Customer for any and all
32
returned items and ACH Entries, including a returned Check Image, a returned
Substitute Check or a returned Demand Draft or PIL that relates to the original paper
check.
Bank will provide Customer with a report of Check Images, paper items (which may
include Substitute Checks, Demand Drafts or PILs) and ACH Entries that are returned.
If Bank receives a Check Image as a return, Bank may provide Customer with: (i) a
report of returned Check Images, (ii) a fax notification of returned Check Images, or
(iii) Substitute Checks or other copies created from the returned Check Images. Bank
is not obligated to produce a Substitute Check from a returned Check Image.
If Customer elects to have its returned paper items directed to another financial
institution or entity apart from Bank, Bank shall not be liable for any late returned
items. To the extent not prohibited by law -- including Colorado Constitution, Art. XI, §
1, C.R.S. § 29-1-110, and C.R.S. § 24-10-101, et seq. -- Bank will not be liable to third
parties for losses related to Section IV.D.8.c. This provision does not suggest that
Customer shall be liable to any third party for losses related to Section IV.D.8.c, and
this provision does not constitute a waiver, express or implied, of any defense
Customer may have, but for this provision, to any claim brought against Customer by
any third party.
9. Representment of Returns
If Customer identifies to Bank a returned ACH Entry as being returned because the
original paper check was ineligible as a source document for the ACH Entry, Bank
shall use reasonable efforts to collect the check related to the ACH Entry by creating,
in Bank's sole discretion, a Substitute Check, a Demand Draft or a PIL from the image
of the original paper check. Customer represents and warrants to Bank that Customer
has obtained all necessary and appropriate authorizations from its Payor Customers
for Bank to create, and present for payment to Payor Customer's financial institution,
any such Substitute Check, Demand Draft or PIL.
In the event Bank, in its sole discretion, determines that it requires the original
paper check for representment in order to collect a returned Check Image, ACH Entry,
Substitute Check, Demand Draft or PIL, Customer shall be responsible for providing to
Bank the original paper check, or if the original paper check has been destroyed, for
obtaining a replacement check from the Payor Customer.
If Customer elects to use Bank's ACH Return Exception process, a process by
which Customer may review, repair and resubmit select ACH returns, Customer shall
be solely responsible for transactions that are reinitiated based on this process and
shall comply with all applicable laws, rules and regulations governing such
transactions, including but not limited to the NACHA Rules and Regulation E.
10. Storage of Check Images
Bank shall store Check Images, MICR Data and ACH Entry information on the OED
system or ECLD system, and shall make Check Images, MICR Data or ACH Entry
33
information available to Customer according to the User Manuals and fee schedule set
forth in Exhibit A. lithe Electronic Deposit Services are terminated, Customer may
obtain an FTP transmission or any other available format of Check Images, MICR Data
or ACH Entry information processed using the Electronic Deposit Services, at the price
outlined in the fee schedule, as set forth in Exhibit A.
Items or Images Received for Deposit
Bank reserves the right to reject any deposit (as an Electronic Deposit or otherwise) for
any reason, including but not limited to, rejection of a Substitute Check that was created
by another financial institution, Customer, Payor Customers or any other person.
No Authorization to Create Substitute Checks
Customer agrees that Customer and any of its agents may not use the Check Images
created by, or stored in, the OED system or ECLD system, or otherwise transmitted to
Customer, to print a Substitute Check for any reason.
Retention and Destruction of Original Paper Checks
Customer shall destroy the original paper check as soon as is reasonable and shall
comply with all requirements under the NACHA rules for BOC and ARC Entries to
employ commercially reasonable methods to securely store the source document until
destruction. At Bank's request, Customer shall provide the original paper check to Bank
if the original paper check has not been destroyed by Customer and Bank needs the
original paper check to process a payment or resolve a dispute arising from an
Electronic Deposit.
Remittance Documentation
For OED services, Customer may use the Customer System to scan and read
remittance documents associated with check payment. Bank disclaims any and all
responsibility and/or liability associated with this use of the Customer System.
Representations and Warranties
With respect to each Check Image or Electronic Deposit that Customer transmits to
Bank, Customer is deemed to make any representation or warranty that would have
applied had Customer deposited the original paper check. In addition Customer is
deemed to make to Bank any representation or warranty that Bank makes, under
applicable law, clearinghouse rule, Federal Reserve Operating Circular, bi-lateral
agreement or otherwise, to any person (including without limitation a collecting bank, a
Federal Reserve Bank, a Receiving Depository Financial Institution, a paying bank, a
returning bank, the drawee, the drawer, any endorser, or any other transferee) when
Bank transfers, presents or originates the Electronic Deposit or Check Image, or a
Substitute Check, Demand Draft, PIL, or ACH Entry created from that Check Image or
MICR Data.
Customer Responsibility
With respect to each Check Image or Electronic Deposit that Customer transmits to
Bank, Bank shall not be liable to Customer for losses arising directly or indirectly: (a)
34
from Customer's breach of a representation or warranty as set forth in section 15 above,
(b) as a result of any act or omission of Customer in the capturing, creation or
transmission of the Check Image or Electronic Deposit, including without limitation the
encoding of the MICR Data from the original paper check; (c) from any duplicate,
fraudulent or unauthorized check, Check Image, MICR Data, Substitute Check, Demand
Draft, PIL or ACH Entry; or (d) for any loss caused by Bank's acceptance or creation of
a Check Image, MICR Data, Substitute Check, Demand Draft, PIL or ACH Entry instead
of presentment of the original paper check; or (e) from any other act or omission arising
out of Bank's action or inaction taken pursuant to any request by Customer or pursuant
to this Agreement. This Section IV.D.16 shall survive termination of the Agreement.
Bank will be liable if any ineligible paper check, draft, or warrant is converted to ACH.
17. Limited Use
Customer may use the Electronic Deposit Services, the User Manual, and the OED
system or ECLD system for business use for as long as Bank in its sole discretion
provides the Electronic Deposit Services to Customer. Customer shall return to Bank
any Customer System software upon termination of the OED services.
18, Rules Applicable to Collection of Checks
Customer acknowledges and agrees that a Check Image, MICR Data, Substitute
Check, Demand Draft or PIL may, in the sole discretion of Bank, be collected through
one or more check clearinghouses, one or more Federal Reserve Banks, or an
agreement with another financial institution or image share/exchange network. In such
cases, the Check Image, MICR Data, Substitute Check, Demand Draft or PIL is subject
to the rules of that clearinghouse, Federal Reserve Bank, or image share/exchange
network or financial institution agreement.
Accuracy and Timeliness of Electronic Deposit Services
Bank will use reasonable efforts to provide the Electronic Deposit Services in a prompt
fashion, but shall not be liable for temporary failure to provide the Electronic Deposit
Services in a timely manner. In such event, Customer shall be responsible for carrying
out banking business through alternative channels. Bank shall not be liable for any
inaccurate or incomplete information with respect to transactions which have not been
completely processed or posted to Bank's deposit or payments system prior to being
made available pursuant to the Electronic Deposit Services. Information with respect to
all transactions is provided solely for Customer's convenience, and Customer shall have
no recourse to Bank as to use of such information.
User Manual
Bank will provide Customer with one or more user manuals ("User Manual") in paper or
electronic format that will set forth the OED services' or ECLD services' policies and
procedures with which Customer agrees to comply. Bank may, without prior notification,
make amendments to any User Manual. Bank owns or has obtained all proprietary
rights to the User Manual and Customer agrees not to duplicate, distribute or otherwise
copy the User Manual without Bank's prior written consent. The User Manual will at all
times remain the property of Bank, and Bank reserves the right to request Customer to
35
return all printed copies of the User Manual within thirty (30) days of termination of the
Electronic Deposit Services.
21. Security Procedures
Customer shall comply with all security procedures for the Electronic Deposit Services
that are established by Bank or set forth in the User Manual. Customer is solely
responsible for (i) maintaining its own internal security procedures, (ii) safeguarding the
security and confidentiality of Transaction Data, Check Images and other information
that is either printed from, stored on, or downloaded to, the Customer System, OED
system, ECLD system, or Customer's other computer/data systems or portable media;
and (iii) preventing errors or unauthorized access to the Customer System, the OED
system or ECLD system.
E. ACH SERVICES
Introduction
If requested by Customer and agreed to by Bank, Customer (or its Agent or third party
vendor) may initiate credit or debit Automated Clearing House (ACH) transactions
(tntries") for payments ("Credit Entries") and/or collections ("Debit Entries") on ACH
Business Days to its accounts or the accounts of others ('Receivers") in accordance
with Bank's security procedures and this Agreement. Bank will act as an Originating
Depository Financial Institution with respect to such entries. Bank may process Entries
directly, through one or more clearinghouses, or'through the mechanism selected by
Bank. Customer's rights and obligations with respect to such Entries are governed by
applicable law and the rules of the National Automated Clearing House Association
("MACHA"), as amended from time to time. Customer acknowledges that it shall be
bound by NACHA Rules and agrees not to initiate any Entry in violation of the NACHA
rules or applicable federal, state or international law, regulation or clearinghouse rules,
including, without limitation, Regulation E of the Board of Governors of the Federal
Reserve System, regulations promulgated by the Office of Foreign Assets Control, rules
of the Canadian Payments Association and the Mexican lnterbanking Electronic
Payment System (SPEI), and Operating Circular 4 of the Federal Reserve Bank
(collectively referred to herein as the "Rules"). Customer acknowledges that the Bank
will notify Customer of any material changes to the NACHA rules that affect the
Services that Customer is currently using. Notification shall be in sufficient detail
reasonably to allow Customer to comply with such changes to the NACHA rules and
reasonably to adjust its business practices to such changes.
Entry Origination/Processing Dates/Deadlines
Customer may initiate Entries in the manner and format agreed to by Bank. ACH files
transmitted to Bank shall be in an unbalanced file format. Customer agrees that all
AGH Entries (regardless of SEC Code) that involve the exchange or transmission of
banking information via unsecured electronic networks shall be encrypted or transmitted
via a secure session, using a commercially reasonable security technology that, at a
minimum, is equivalent to 128-bit RC4 encryption technology. Bank will establish a
deadline for the receipt of Entries from Customer ("Deadline"). Bank may establish
different Deadlines for Entries depending on the method of delivery employed by
36
Customer and all such Deadlines are subject to change. Bank must receive Customer's
Entries at or prior to the Deadline for the Entries to be processed on the ACH Business
Day of receipt. Entries received after the Deadline will be processed on the next ACH
Business Day. Entries with settlement dates of more than thirty (30) calendar days from
receipt will not be processed unless prior arrangements have been made.
3, Content
In submitting any Entry, Customer shall be responsible for providing all information
required by Bank. Customer bears sole and exclusive responsibility to verify that the
information set forth in Entries submitted to Bank is authentic, accurate and conforms to
the Rules. The Services hereunder are only designed to respond to information
provided by Customer. Accordingly, any inaccuracy in any information provided by
Customer may result in unintended processing by Bank. Bank bears no responsibility
for detecting or reporting any error in data supplied by Custome and shall not be liable
to Customer for any information provided by Customer with respect to an Entry which is
inaccurate, incomplete or otherwise incorrect.
Preriotificatiori
To the extent required by NACHA Rules, Customer shall send a prenotification that it
intends to initiate an Entry to a particular account in accordance with the procedures set
forth in the Rules or by Bank. The prenotification can be returned or result in a
Notification of Change ("NOC"). If the prenotification is returned, Customer shall
research the problem and make any necessary corrections before transmitting another
Entry. If the prenotification results in a NOC, Customer shall make the required change
prior to initiating another Entry, or issue a Refused NOC. NOC Manager is an optional
service that allows Bank to track Customer's NOC on Customer's behalf. If Customer
selects this option, Bank shall only manage the changes to the routing, transit and
account numbers.
Entry Limits and Payment
Customer shall at all times maintain a settlement account with Bank for the purpose of
funding Customer's Entries ("Account"). The total dollar amount of Entries initiated by
Customer through Bank under all ACH Services and pending on a given day shall not
exceed the lesser of collected or available balances in the Account or an exposure limit
should one be established by Bank ("Exposure Limit"). Establishment of an Exposure
Limit should not be interpreted or construed by Customer as a commitment or
agreement to provide any credit or loans to a Customer and is subject to modification or
termination at any time by Bank. Customer agrees that it will not initiate Entries in
excess of its Exposure Limit without the written consent of Bank. Customer shall pay
Bank for all Entries and authorizes Bank to charge its Account or any other account with
Bank in the amount of such Entries. Bank shall have the right to reject Entries initiated
by Customer without notice if Bank has reason to believe that there will be insufficient
available funds on the relevant settlement date. Customer will receive funds for any
Debit Entry on the ACH settlement date. Bank shah credit the Account in any amount
payable to the Customer, subject to Bank's right to make adjustments in accordance
with this Agreement. Bank may establish, monitor and periodically review Customer's
37
Exposure Limit and Customer's compliance thereof, and may, in Bank's sole discretion,
cease processing Entries based on such review.
Data Breach Notification
Customer may have gathered personal or financial information of its customers for the
purpose of initiating ACH transactions. Such information may include, without limitation,
the customer's bank account number together with the bank routing number, or the
customer's name together with the customer's social security number or tax
identification number. Customer agrees to immediately report to Bank any loss, theft or
unauthorized access of such information ("data breach") by or from Customer, its Agent,
or third party service provider, if circumstances indicate that the misuse of such
information has occurred or is reasonably possible. Customer acknowledges that Bank
may have an obligation to report any data breaches to NACHA and other affected
parties, and agrees to establish appropriate procedures to prevent, detect, investigate
and report data breaches.
ACH Secured Funds Entries
Bank will notify Customer within a reasonable amount of time, in advance, if it intends to
require Customer to prefund ACH transactions. Bank may require Customer to prefund
ACH transactions only if Bank reasonably determines that Customer lacks adequate
capitalization to meet its expenditure requirements. After such reasonable notification,
Bank may require Customer to prefund all Credit Entries that Customer desires to
initiate. Customer acknowledges and agrees that such funds are held solely for the
benefit of Bank and that Customer will not be entitled to earn any interest thereon.
Upon initiation of such Credit Entries, Bank is authorized to immediately charge the
Account (in the total amount of such Entries). If ACH Secured Funds is used to initiate
Debit Entries, funds will be credited to the Account on the settlement date of the
transaction. However, such funds shall not be available for withdrawal from the Account
for two business days after the settlement date.
File Confirmation System
Customer shall at all times comply with applicable file confirmation procedures
established by Bank and any security procedures established by Bank or Customer.
Such procedures are solely for the purpose of verifying the origination of Entries by
Customer or Bank's receipt of the ACH file and/or batch (but not for errors
in
transmission or content).
a. Control Totals. If Customer elects to provide Bank with the total dollar value of
ACI-I Entries and any other necessary information ("Control Totals"), Customer must
telephone Bank's Interactive Voice Response Unit ("IVR") each time it originates ACH
Entries. After Bank receives Customer's ACH file, Bank will compare the information
in the file to the Control Totals. If the information matches the Control Totals, Bank
will process the ACH file. Bank will not process a file if it does not receive conforming
Control Totals on or before the established file delivery deadline on the Business Day
it receives the file. Bank will notify Customer if the Control Totals do not match the
information in the file, or if Bank receives a file without receiving Control Totals or vice
38
versa.
b. Confirmation of Receipt. If Customer elects not to provide Bank with Control
Totals but elects to receive a confirmation, Bank shall provide Customer with a
confirmation that Bank received Customer's ACH file and/or batch. After Customer
receives the confirmation, Customer will compare the confirmation information to
Customer's ACH transmission information. If the information does not match,
Customer shall notify Bank before Bank's established deadline, failing which, Bank
shall process Customer's ACH file and/or batch. Customer acknowledges that the
confirmation is for the sole purpose of verifying Bank's receipt of the file and does not
signify any validation of data. Customer bears sole responsibility for any inaccurate or
incomplete information provided to Bank if Customer fails to notify Bank prior to
Bank's processing of Customer's file.
Rejected and Returned Entries, Unauthorized Entries
Bank may reject any Entry that is not initiated in accordance with this Agreement. In the
event that an Entry is rejected, or returned by an ACH processor, for any reason
whatsoever, it shall be Customer's responsibility to reinitiate the Entry. Bank will give
Customer or its designated Agent notice of any rejected or returned Entry in the manner
agreed to by the parties. Bank is authorized to debit/credit the Account for Entries that
are returned to Bank. Unless the return is caused by Bank's failure to properly execute
an Entry, Bank has no obligation to pay Customer interest on the amount of any
returned Entry debited from the Account. A Receiver may, in some cases, have the
right to have an unauthorized or erroneous Debit Entry credited to its account.
Customer agrees that Bank may deduct the amount owing to the Receiver from
Customer's Account upon Bank's receipt of proper notice from the Receiver's bank.
Bank may charge back against Customer any Debit Entry that is returned or reversed
by the Receiving Depository Financial Institution.
ACH Redeposit Service
If requested by Customer and agreed to by Bank, Bank will reinitiate (maximum of two
times) each Debit Entry returned for insufficient or uncollected funds.
Amendment of Entries
Customer does not have the right to delete or amend any Entry after it has been
received by Bank unless Customer has requested, and Bank has agreed to provide
ACH Adjustment Services. If such services are provided, Customer may initiate an
amendment to ACH Entries after receipt by Bank. Customer may initiate such
amendments via internet or fax in accordance with the terms of this Agreement and all
communications must be received by Bank prior to the established deadlines in order to
be effective.
a. Internet Option. If Customer has selected the Internet Option, Customer may use
the Internet to transmit information to Bank for the purpose of amending ACH files.
Customer agrees to comply with any applicable software agreement, user guide and
any established security procedures.
39
b. Fax Option. If Customer has selected the Fax Option, Customer may amend ACH
files in accordance with this Agreement by sending instructions to Bank to delete
Entries via facsimile. Bank will notify the Customer of the telephone numbers for
facsimile and verbal instructions. Bank may from time to time change such telephone
numbers or the form of instructions upon notification to the Customer. Customer
acknowledges that the Internet Option may be substantially more secure than the Fax
Option. Customer agrees to be bound by any instructions, whether or not authorized,
issued in its name and accepted by Bank in accordance with the agreed procedures.
Customer Representations; Limitations of Liability
Customer represents and warrants to Bank that each Entry compiles with the terms of
this Agreement and NACHA Rules, does not breach any warranty of Customer or Bank
contained in this Agreement and NACHA Rules, complies with applicable state and
federal laws, including, without limitation, the Electronic Funds Transfer Act, Regulation
E and regulations promulgated by the Office of Foreign Assets Control, is accurate,
timely, and authorized and that any Debit Entry is for a sum that on its settlement date is
due and owing from the Receiver to Customer or is a correction of a previously
transmitted erroneous Credit Entry. With respect to each ACH Entry (regardless of SEC
Code), Customer is deemed to make to Bank any representation or warranty that Bank
makes, under applicable law and NACHA Rules to any person, Receiving Depository
Financial Institution, or any other transferee. Receiver authorizations shall expressly
authorize Bank to transmit corrective entries to Receiver's accounts to correct a prior
Entry and shall authorize Customer to release to Bank all information concerning its
Receivers that is required by Bank to recover such Entries. Customer shall immediately
cease initiating Entries upon receiving actual or constructive notice of the termination or
revocation of the Receiver's authorization Customer will retain each authorization
received by Customer for such period of time as may be required by the Rules or
applicable law and shall provide Bank with copies of such authorizations upon request.
Customer will not hold Bank liable for any loss suffered by Customer as a result of
Customer's breach of Section IV.E.12. To the extent not prohibited by law -- including
Colorado Constitution, Art. Xl, § 1, CR5. § 29-1-110, and C.R.S. § 24-10-101, et seq. - Bank will not be liable to third parties for losses related to Section lV.E.12. This
provision does not suggest that Customer shall be liable to any third party for losses
related to Section lV.E.12, and this provision does not constitute a waiver, express or
implied, of any defense Customer may have, but for this provision, to any claim brought
against Customer by any third party.
Re-presented Check Entries
NACHA Rules allow Customer to initiate an ACH Entry to collect certain checks that
have been returned unpaid for insufficient or uncollected funds ("RCK Entry"). In the
event that Customer initiates an RCK Entry to Bank for check collection purposes,
Customer agrees that such RCK Entry will comply with all provisions of this Agreement
and applicable Rules and makes the following additional representations and warranties
regardless of which entity initiates the RCK Entry on its behalf.
40
Each check is eligible under NACHA Rules to be collected via an RCK Entry.
Customer has no knowledge of any insolvency and it has good legal title to the
returned item.
All signatures on the returned item are authentic and authorized, and the returned
item is without alteration, not subject to claims or defenses, and will not be presented
to the paying bank.
The RCK Entry accurately reflects the item and any information encoded after issue
in magnetic ink is correct. (RCK Entries cannot be used for collection fees.)
Any restrictive endorsement placed on the item is void or ineffective.
Customer has provided clear and conspicuous notice of its electronic check
representment policy in advance of receiving the item to which the RCK Entry relates.
The Customer will provide to Bank immediately upon request a copy of the front
and back of the returned item, provided that the request is made within seven (7)
years of the settlement date of the RCK Entry.
14. Internet-Initiated Entries
NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's
account pursuant to an authorization obtained from the Receiver via the Internet ('WEB
Entry"). In the event that Customer initiates a WEB Entry to Bank, Customer agrees
that such WEB Entry will comply with all provisions of this Agreement and applicable
Rules and makes the following additional representations and warranties regardless of
which entity initiates the WEB Entry on its behalf:
Customer has employed a commercially reasonable fraudulent transaction
detection system to screen each WEB Entry.
Customer has employed commercially reasonable methods of authentication to
verify the identity of the Receiver.
Customer has taken commercially reasonable steps to verify that routing numbers
are valid.
Customer has established a secure Internet session prior to the key entry by the
Receiver of any banking information and through the transmission of the data to
Customer. Currently, 128-bit RC4encryption technology is the standard for financial
transactions and is considered commercially reasonable.
If technological
advancements drive the commercially reasonable standard to change, Customer
agrees to comply with the new standard.
Customer has and will conduct an annual audit to ensure that the financial
41
information that Customer obtains from Receivers is protected by security practices
that include adequate levels of: (1) physical security to protect against theft,
tampering, or damage, (2) personnel and access controls to protect against
unauthorized access and use, and (3) network security to ensure secure capture,
storage and distribution of financial information. Customer will provide proof of
Customer's security audits to Bank upon requeSt. Any such information provided to
Bank shall be kept confidential. Bank may cease processing Entries for Customer if
BanK in its sole discretion determines that Customer's security procedures are
inadequate.
15. Telephone-Initiated Entries
NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's
account pursuant to the Receiver's oral authorization and banking information obtained
via the telephone ("TEL Entry"). In the event that Customer initiates a TEL Entry to
Bank, Customer agrees that such TEL Entry will comply with all provisions of this
Agreement and applicable Rules, and makes the following additional representations
and warranties regardless of which entity initiates the TEL Entry on its behalf:
a. Receiver Authorization. Customer shall obtain the Receiver's explicit authorization
prior to initiating a Debit Entry to the Receiver's account. In the event that Customer
obtains the Receiver's authorization verbally, Customer will either tape record the
Receiver's oral authorization or provide, in advance of the settlement date of the
Entry, written notice to the Receiver that confirms the oral authorization. Customer
agrees that, at a minimum, the following specific information is disclosed to, and
acknowledged by, the Receiver during the telephone call:
(I) the date on or after which the Receiver's account will be debited.
the amount of the Debit Entry to the Receiver's account;
the Receiver's name;
a telephone number that is available to the Receiver and answered during normal
business hours for customer inquiries;
the date of the Receiver's oral authorization; and
a statement that the authorization obtained from the Receiver will be used to
originate an ACH debit to the Receiver's account.
Customer shail retain either the original or a duplicate tape recording of the Receiver's
oral authorization or a copy of the written notice bonfirming the Receiver's oral
authorization for two years from the date of the authorization, and shall immediately
provide same to Bank upon request.
If Customer chooses to provide the Receiver with written notice confirming the
42
Receiver's oral authorization, Customer will disclose to the Receiver during the
telephone call the method by which such notice will be provided.
b. Security Procedures. In addition to all other representations and warranties
contained herein, Customer also represents and warrants the following each time it
delivers a TEL Entry to the Bank that it has (a) utilized a commercially reasonable
security procedure to verify the identity of the Receiver, including name, address and
telephone number; and (b) further that Customer has estabflshed commercially
reasonable procedures to verify the accuracy of the Receiving Depository Financial
Institution's ABA routing and transit number.
16, Accounts Receivable and Back Office Conversion Entries
NACHA Rules allow Customer to utilize ACH to collect consumer check payments
received via U.S. mail or at a drop box location 'ARC Entry"). NACHA Rules also
enable Customer to convert during back office processing checks presented either at
the point of purchase or a manned bill payment location ("BOC Entry"). In the event
that Customer initiates an ARC or SOC Entry to Bank, Customer agrees that such ARC
or BOC Entry will comply with all provisions of this Agreement and applicable Rules and
makes the following additional representations and warranties regardless of which entity
initiates the ARC or BOC Entry on its behalf:
Prior to the receipt of each check, Customer has provided clear and conspicuous
notice to the Receiver: (i) that receipt of the check is authorization for a payment as a
check transaction or for a one-time ACH debit to the Receiver's account; and (ii) of
Customer's phone number for inquiries regarding SOC Entries..
Customer has established reasonable policies and practices for enabling a
Receiver to opt-out of check conversion for a specific checking account.
Each check is eligible as a source document under NACHA Rules to be collected
via an ARC or BOC Entry.
The amount of the entry, the routing number, the account number, and the check
serial number are in accordance with the source document.
The source document to which the ARC or BOC Entry relates will not be presented
for payment.
Customer has established policies and procedures to destroy the source document
as soon as is reasonable and shall use commercially reasonable methods to securely
store the source document until such destruction.
Customer shall use commercially reasonable methods to securely store the banking
information relating to the ARC or BOC Entry.
Customer shall retain a reproducible and legible image, microfilm or copy of the
43
front of the Receivers source document for two years from the settlement date of
each ARC or BOC Entry, and shall immediately provide same to Bank upon request.
For BOC Entries, Customer has employed commercially reasonable procedures to
verify the identity of each Receiver of BOC Entries.
For BOC Entries, Customer maintains a working telephone number that is answered
during Customer's normal business hours for Receiver inquiries regarding BOC
transactions.
17. Point of Purchase (POP) Entries
NACHA Rules allow Customer to initiate a Debit Entry to a Receiver's account for inperson purchases made by check at the point-of-purchase ("POP Entry"). In the event
that Customer initiates a POP Entry to Bank, Customer agrees that such POP Entry wilL'
comply with all provisions of this Agreement and applicable Rules and makes the
following additional representations and warranties regardless of which entity initiates
the POP Entry on its behalf:
Customer has posted a notice in a prominent and conspicuous location at the pointof-purchase and provided Receiver with a written notice of same: (i) that when a check
is provided as payment, it is authorization for payment as a check transaction or for a
one-time ACH debit to the Receiver's account; and (ii) that funds may be withdrawn
from the Receiver's account the same day payment is made.
Each check is eligible under NACHA Rules to be collected via a POP Entry and the
Receiver has not opted out of check conversion.
Customer has returned the voided source document to the Receiver after capturing
the necessary check information and the source document was not previously
negotiated, voided, or provided by the Receiver for use in any prior POP Entry.
Customer has obtained the Receiver's authorization and provided a copy of same
to Receiver, which: (i) is in writing and signed or similarly authenticated by the
Receiver; (ii) is readily identifiable as an ACH debit authorization; (iii) clearly and
conspicuously states its terms; and (iv) states that the check will not be processed.
18. Third Party Vendors
If Customer initiates Entries through a third party vendor or processor ("Vendor"),
Vendor is the agent of Customer and not of Bank. If Customer uses a Vendor,
Customer shall be deemed to have authorized Bank to follow the instructions of such
Vendor to the same extent and under the same conditions as would apply if the
instructions came direct from Customer and Customer shall be responsible for insuring
that such Vendor fully complies with the Rules and this Agreement. Bank is not
responsible for the acts or omissions of Vendor and Customer agrees to be liable for
and hold Bank harmless from, any losses caused by the acts or omissions of the
Customer's Vendor.
44
Third Party Sender
If Customer is transmitting Entries as a third party vendor or processor on behalf of
originators ('Third Party Sender"), Customer agrees to be bound by the applicable
terms provided in this Section lV.E. and NACHA Rules. Customer warrants to Bank
that the originator has agreed to assume the responsibilities of an Originator under
NACHA Rules and that ACH Entries shall not be initiated in violation of laws of the
United States. Customer represents that it has executed an ACH agreement with each
Originator and that the agreement binds the Originator to the NACHA Rules. Customer
shall provide Bank with the list of Originators, copies of the agreements, and other
information deemed reasonably necessary to identify the Originators within two (2)
banking days of Bank's request. Bank reserves the right to review the list of Originators
for which Customer is transmitting the Entries and to reject any in Bank's sole
discretion. Customer will not hold Bank liable for the potential losses to Customer
arising directly or indirectly from the failure of the Originator to perform its obligations as
including
an Originator under NACHA Rules. To the extent not prohibited by law
Colorado Constitution, Art. Xl, § 1; C.R.S. § 29-1-110; and CR.S. § 24-10-101, etseq.
Bank will not be liable to third parties for losses related to this Section IV.E.19.
Nothing in this Agreement shall be deemed a waiver of Customer's rights under the
Colorado Constitution, Colorado Revised Statutes, or Colorado or federal common law.
This provision does not suggest that Customer shall be liable to any third party for
losses related to this Section IV.E.19, and this provision does not constitute a waiver,
express or implied, of any defense Customer may have, but for this provision, to any
claim brought against Customer by any third party. Customer further agrees to assume
all applicable responsibilities, warranties and liabilities of the ODFI, as specified in the
NACHA Rules. Customer shall cooperate fully and respond within five (5) banking days
to any inquiry from Bank relating to potential NACHA Rule inquiries or violations.
PC ACH-Direct
Services and Software. If requested by Customer and agreed to by Bank, Bank
will grant Customer a non-exclusive, revocable and non-assignable license to use the
PC ACH program for the purpose of initiating ACH Entries in accordance with this
Agreement. Customer will, at its own expense, obtain, install and at all times maintain
in good working order all equipment necessary for this service. Bank may furnish to
Customer updates to the PC ACH program.
Customer agrees to install such
upgrades as necessary to maintain the Service.
License. Customer acknowledges that the PC ACH program is an original,
confidential, valuable and proprietary product that has been licensed to Bank with the
right to be sub-licensed to Customer.
Customer's use of the program shall be
consistent with the terms of this Agreement. Customer has no rights of ownership to
the PC ACH program and may not transfer, copy, alter, modify, reverse engineer,
reproduce, or convey in any manner, in whole or in part, the program. Customer
agrees to confine knowledge and access to the program only to its designated
employee users who require such knowledge and access in the ordinary course and
scope of their employment with Customer. Upon request, Customer shall return all
45
software and user manuals associated with this Service promptly upon termination.
c. Encryption. By default, Bank sets up Customer with encryption technology to
ensure the security of data retrieved from, and sent to, Bank. If Customer elects to
disable encryption, Customer assumes all risks associated with the transmission of
unencrypted data to and from Bank.
Cash Concentration/Deposit Reporting Services
Customer may request Bank to provide deposit reporting services based on information
provided by the Customer or its designated Agent. Information will be delivered to Bank
at the time and location established by Bank. Bank has no responsibility for the
accuracy of any information provided by Customer. Customer may authorize Bank to
initiate Credit or Debit Entries to accounts designated by Customer at other financial
institutions. Bank will initiate such Entries in accordance with agreed procedures.
Customer agrees to authorize Receiving Depository Financial Institutions to honor such
transactions.
ACH Positive Pay Service
ACH Positive Pay Service assists Customer in detecting fraud by electronically
matching incoming ACH transactions to authorizations that Customer can create and
manage online. If ACH Positive Pay Service is selected by Customer, Customer shall
designate the account(s) maintained at Bank that are to be used with the ACH Positive
Pay Service ("Account"). Customer shall create authorizations for incoming ACH Credit
and/or Debit Entries that it desires to post to the Account. Customer shall be
responsible for the accuracy and completeness of all information provided to Bank.
Bank will allow incoming ACH Entries that match Customer's authorizations to post to
Customer's Account. Incoming ACH transactions that do not match Customer's
authorizations will be treated as exception items, and Customer agrees to monitor,
review and make payment decisions on the exception items prior to Bank's established
deadline. If Customer's requested default setup is for Bank to pay all exception items,
then such exception items shall post to Customer's Account unless Customer has
instructed Bank to return one or more exception items prior to the established deadline.
If Customer's requested default setup is for Bank to return all exception items, then
Bank is authorized to return all exception items unless Customer instructs bank to pay
one or more exception items prior to the established deadline. Bank shall have no
responsibility for any liability, loss or damage resulting from: (i) payment in accordance
with this Section of any exception item that is unauthorized; (ii) the return of any
exception item to the Originator in accordance with this Section; or (iii) Customer's
failure to meet Bank's established deadlines.
F. WIRE TRANSFER SERVICES
1. Introduction
a. Governing Law. Bank sends outgoing and receives incoming wire transfers
through Fedwire (the funds transfer system owned and operated by the Federal
Reserve Banks or other provider in accordance with Section ll.23.a.). All funds
transfers are governed by this Agreement, Subpart B of Regulation J of the Federal
46
Reserve Board, OFAC regulations, and all other applicable federal, state and local
laws and regulations. Customer agrees not to initiate or receive a wire transfer
payment order in violation of applicable federal, state or local law.
b. Authorized Users. Customer will designate to Bank in the form required by Bank
those individuals authorized to instruct Bank regarding wire transfer services including
without limitation, individuals authorized to initiate payment orders and select advice
methods, confirmation methods, and any or all authorizations and instructions that
may be requested by Bank. Bank may rely on any such authorization until it has been
revoked in writing by Customer. Bank shall have a reasonable time to process any
revocation received pursuant to this Section.
Security Procedures
Customer and Bank shall agree to use security procedures as established by Bank.
Customer acknowledges and agrees that it has been informed of and understands
Bank's security procedures. Customer agrees that any agreed security procedures shall
be deemed commercially reasonable.
Customer understands that the security
procedures are not for the purpose of detecting errors in the transmission or content of
a payment order controlled by Customer. Customer agrees to be bound by any
payment order sent in the name of Customer that is processed by Bank in compliance
with the agreed security procedures whether or not authorized. If Bank in good faith
believes that changes in security procedures are immediately necessary to reduce the
risk of an unauthorized funds transfer, Bank may initiate such changes immediately and
give notice to Customer as soon as practicable. Customer and its Authorized Users
and other Agents shall maintain the highest possible level of confidentiality with regard
to security codes, test code procedures, other security devices and other aspects of
these procedures and will take all steps necessary to prevent access to them by
unauthorized persons.
Inconsistent Names and Account Numbers
Bank and any other party executing or receiving a payment order, including the
beneficiary's bank, may rely on the number in the payment order that identifies the
beneficiary and on any numbers that identify the beneficiary's bank and any
intermediate financial institutions identified in the payment order, even if such numbers
do not correspond to the name of the beneficiary or the financial institution. Bank and
any other receiving financial institution have no obligation to determine whether a name
and number identify the same person or institution. Customer acknowledges that
payment of a payment order initiated by Customer might be made by the beneficiary's
bank on the basis of an identifying or bank account number even if it identifies a person
different from the named beneficiary. With respect to incoming wire transfers that do
not include an account number recognizable to Bank, Bank may return the wire transfer
to the sending financial institution without incurring any liability to Customer.
Routing/Time Deadlines
Bank may use means and routes that Bank thinks in its own discretion are suitable for
each outgoing wire transfer. Bank will establish from time to time a specific time of day
47
after which Bank will not accept an incoming payment order to be processed on the day
of receipt. Payment orders received after Bank's established deadline or on any nonBusiness Day, including any Saturday, Sunday, holiday or any day that Bank's wire
department is not open will be considered received on the next Business Day.
Recordation
Customer authorizes Bank in its discretion to record electronically or otherwise any
telephone instructions and other conversations originated by Customer to Bank and by
Bank to Customer.
Payment Orders
a Communication. Customer may communicate a payment order to Bank by the
means and manner agreed to between the parties.
Content of Payment Orders. Customer will supply to Bank any information Bank
may reasonably request regarding any payment order initiated by Customer, including,
without limitation, money amounts, affected accounts, dates of transfer, the
beneficiary's name and account number, the routing number or BIC of the
beneficiary's financial institution, such additional information as Bank may reasonably
request and, if necessary, further evidence of any Agent's authority to transfer funds
or to do any other act contemplated by this Service.
Execution of Payment Orders. Customer authorizes Bank to execute and charge
Customer's account(s) with Bank for payment orders delivered to Bank in accordance
with this Agreement. Bank has no obligation to execute a payment order if
Customer's account to be charged has insufficient collected and available funds to
cover the order.
Processing Payment Orders. The order in which Bank processes wire transfer
payment orders is determined solely by Bank. Customer does not have the right to
reverse, adjust or revoke any payment order after it has been received by Bank,
provided, however, that Bank will make a reasonable effort to act on such a request by
Customer. With respect to a payment order already transmitted to the beneficiary's
financial institution, Bank shall, at Customer's request, request the financial institution
to return funds previously transferred. Customer understands that the receiving
institution is under no legal obligation to comply with this request.
Rejection of Payment Orders. Bank may reject a payment order from Customer if
such payment order is not initiated in accordance with the applicable security
procedure, if there is any inconsistency between a payment order and information
previously supplied to Bank, if Bank is unable to obtain confirmation of such payment
order satisfactory to Bank, if there are insufficient collected funds in Customer's
specified account to fund the payment order, or if Bank has other reasonable grounds
not to honor the payment order. Bank will notify Customer by telephone that it has
rejected a payment order. Bank may also reject an incoming payment order if it has
reasonable grounds to do so.
48
f. Standing Payment Orders. If requested by Customer and agreed to by Bank,
Customer may initiate a standing payment order, which is one where the Customer
pre-programs the beneficiary, the beneficiary's financial institution, and the accounts
to be debited and credited and such information remains constant for subsequent
payment orders. Customer shall provide Bank with the necessary information to
execute the standing payment order, including, without limitation, the dollar amount to
be transferred or the desired peg balance, the frequency of the order and the day of
week or month when the payment order is to be executed. Customer may terminate a
standing payment order at any time upon receipt by Bank of a written notice. Bank
shall have a reasonable time to act on such notice.
g. Mainframe Batch Wire Transfers
(I) Service Specifications. If requested by Customer and agreed to by Bank,
Customer may initiate payment orders from its mainframe computer to Bank's
mainframe computer, subject to the provisions of this Agreement. Customer will
comply with interlace specifications established by Bank, including, without
limitation, file formats and means of data transmission (the "Specifications"). Bank
may furnish Customer with modifications to the Specifications and Customer shall
implement such modifications as soon as reasonably practicable.
(ii) Wire Transfer Software, Confidentiality. Customer shall be solely responsible for
creating the computer programs to implement the Specifications ("Wire Transfer
Software"). Customer shall maintain the confidentiality of the Specifications and
the Wire Transfer Software and permit access solely to those responsible for
supporting the Wire Transfer Software or authorized to initiate Payment Orders.
Customer shall implement passwords and other security devices commensurate
with the highest level of security afforded by Customer to other computer programs
and confidential information of Customer.
7. Confirmation of Outgoing Wire Transfers
a. Confirmation Method. Customer and Bank shall agree to the method of confirming
payment orders received from Customer. Customer shall designate Authorized Users
to confirm payment orders.
Bank recommends a minimum of three potential
Authorized Users to confirm payment orders and that Authorized Users serve as an
initiator or a confirmer, but not both. Notwithstanding Bank's recommendation, if
Customer permits an Authorized User to act as both initiator and confirmer, Customer
hereby authorizes Bank to process a wire initiated and confirmed by such Authorized
User. Customer may add, change or delete the Authorized Users in accordance with
Section 11.9. of this Agreement. In the event the designated Authorized Users with
authority to confirm are not available to confirm apayment order, Customer agrees
that Bank may, at its discretion, elect to process the payment order initiated by an
Authorized User. Customer agrees to be bound by any such payment order
processed by Bank.
49
Waiver of Confirmation. Bank advises Customer not to waive confirmation. If
Customer, however, chooses to waive confirmation, Customer agrees to be liable for
all outgoing payment orders, except those payment orders where (1) Customer is able
to conclusively prove that the unauthorized transfer could not have been prevented by
the use of confirmation procedures; (2) Bank is unable to produce any evidence that
the unauthorized transfer could have been prevented by the use of confirmation
procedures; and (3) Customer is not otherwise liable for the transfer under this
Agreement, or applicable law. Customer acknowledges that not using confirmation
procedures substantially increases the Customer's risk of liability for an unauthorized
wire transfer.
Confirmation of Wire Transfers Initiated through electronic Bank applications.
The confirmation of payment orders initiated by Customer through electronic Bank
applications shall be verified and approved by Customer prior to their transmission to
Bank. All payment orders shall be initiated and confirmed in accordance with the
security procedures established for the relevant application.
8. Advices
Advice Method. Customer will select the type of advice it wishes to receive after
Bank sends an outgoing wire transfer or receives an incoming wire transfer. If
Customer selects telephonic advices, Customer will designate person(s) to be
contacted and telephone numbers to be used for advice purposes. Bank shall not be
required to make more than one attempt to reach Customer's designated location by
telephone. If Bank is able to reach the Customer's designated location, but not
Customer's designated Agent, Bank may leave a message containing the information
to be conveyed.
Advices by Facsimile. If Customer selects advices by facsimile ("fax"), Customer
shall exercise extreme care in maintaining its own security in the receipt of fax
advices. Customer acknowledges that the information to be received by fax may
include confidential information, including, without limitation, names, amounts, phone
numbers, originating account information, and the text of incoming wires. Customer
further acknowledges that it alone assumes full responsibility for maintenance of its
internal security procedures to keep such information confidential. Customer will not
hold Bank liable for any loss suffered by Customer as a result of Customer's breach of
Section IV.F.8.b. To the extent not prohibited by law
including Colorado
Constitution, Art. Xl, § 1, C.R.S. § 29-1-110, and CR8. § 24-10-101, et seq. --Bank
will not be liable to third parties for losses related to Section IV.F.8.b. This provision
does not suggest that Customer shall be liable to any third party for losses related to
Section IV.F.8.b, and this provision does not constitute a waiver, express or implied, of
any defense Customer may have, but for this provision to any claim brought against
Customer by any third party.
Waiver of Advice. Customer may waive its right under the Uniform Commercial
Code to receive advices by so indicating on the applicable Implementation
Documents.
50
International Wire Transfers
Wire Transfers across country borders are customarily done by Bank through a
correspondent. Any fee, commission or charges assessed by the correspondent shall
be passed on to the Customer or deducted from the wire transfer amount by the
correspondent. Payment to a foreign country is subject to the laws of the foreign
country involved. Bank assumes no liability for delays, non-delivery or other events
resulting from causes beyond Bank's control. In refunding unexecuted payment orders,
Bank shall be liable to Customer only to the extent
receives payment from the
correspondent financial institution processing the transfer. Cancellation of a transfer
it
involving other than domestic currency is subject to any rate exchange loss as
determined by Bank. Customer agrees to sell any canceled payment order to Bank at
the then current applicable foreign currency buy rate.
Reverse Wire Transfers
a Authorized Debits. If requested by Customer and agreed to by Bank, Customer
authorizes Bank to debit Customer's account(s) with Bank upon receipt of a Fedwire
drawdown request, and to send funds to the Requesting Bank. Each transfer will be
done on the Business Day Bank receives the incoming request from the Requesting
Bank if the request is received within a reasonable time to determine whether
Customer's Account has sufficient available funds and to obtain access to the Federal
Reserve network prior to the close of business.
b, Reverse Wire Funding. Customer agrees not to transmit any reverse wire request
in excess of available collected balances on deposit in the designated account(s).
Bank may reject any reverse wire request in excess of the collected and available
balance. Requesting Bank will be notified if the request is rejected by Bank.
Wire Transfer Numbers. Customer's obligation to pay Bank the amount of the
funds transfer in the event that the Fedwire message does not identify the same
account or financial institution is not excused in such circumstances. When names
and numbers are inconsistent, the numbers shall control. With respect to incoming
wire transfers that do not indicate an account number recognizable to Bank, Bank may
return the wire transfer to the sending financial institution without incurring any liability.
Customer does not have the right to reverse, adjust, or revoke any Fedwire message
after it is received by Bank; however, Bank will use reasonable efforts to act on such a
request by Customer to reverse, adjust or revoke such message before Bank has sent
the outgoing wire transfer.
With respect to an outgoing wire transfer already
transmitted by Bank, Bank shall, at Customer's request, request the receiving financial
institution to return funds previously transferred. Customer understands and agrees
that the receiving financial institution may or may not comply with any such request.
Authorizations. Customer's authorization for reverse wire requests shall remain in
effect until Customer gives written notice to Bank. Bank will have a reasonable time to
act on any written notice received from Customer.
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e. Limitation on Bank's Liability. In consideration of Bank's compliance with this
authorization, Customer agrees that Bank's treatment of any charge, and Bank's rights
with respect to
it,
shall be the same as if the entry were initiated personally by
Customer. Bank shall have no liability if any charge is dishonored.
11. Additional Limits on Bank's Liability
Bank is responsible only for performing the Services described in this Section IV. F.
Bank shall not be responsible for the acts or omission of Customer, any Federal
Reserve Bank or other financial institution.
C. DATA TRANSLATION SERVICES
Introduction
Bank may provide electronic data integration, custom formatting, or data translation
("Data Translation Services") to electronically streamline the exchange of payments,
remittance and other information between Customer and Bank and between Customer
and its trading partners. If requested by Customer and agreed to by Bank, Bank will
provide Data Translation Services in accordance with this Areement and other
procedures provided to the Customer. Customer agrees that Data Translation Services
shall be governed by this Section and all other relevant sections of this Agreement.
Scope of Services
Data Translation Services may be used by Customer to initiate and receive payments
sent through payment systems such as wire transfers, ACH and checks and to provide
and receive business communications such as remittance reporting, invoices,
confirmations, orders, or other information in Customer's preferred format. At all times
during the maintenance of Data Translation Services, Customer will maintain an
analyzed demand deposit account with Bank.
Accuracy and Timeliness of Information
Bank will use reasonable efforts to provide Data Translation Services in a prompt
fashion, but shall not be liable for temporary failure to provide timely information. Bank
assumes no responsibility for any delays, or for inaccurate or incomplete information
with respect to transactions which have not been completely processed or posted to
Bank's systems prior to being made available pursuant to Data Translation Services or
with respect to payments and related information sent by Customer's trading partners or
other financial institutions that are made available through Data Translation Services.
Entry Origination/Processing Dates/Deadlines
Customer may from time to time deliver to Bank requests to format information for
payments and/or other data translation via the agreed upon means (collectively, "Data
Translation Request(s)"). All Data Translation Requests shall conform to the content,
format, deadlines and other specifications that may be established by Bank in this
Agreement and related documentation, or communicated to Customer. Bank may
establish different deadlines for Data Translation Requests depending on the method of
delivery employed by Customer and all such deadlines are subject to change. Bank
must receive Customer's Data Translation Requests at or prior to the deadline
52
established for processing on the business day of receipt. Data Translation Requests
received after the deadline will be processed on the next business day. Customer will
be notified if a Data Translation Request is rejected in accordance with procedures
established by Bank. Customer represents and warrants that all information in each
Data Translation Request delivered to Bank by Customer shall be accurate, timely,
authorized and will otherwise comply with all applicable laws, rules and regulations.
Content
Data Translation Requests are only designed to respond to information provided by
Customer. Accordingly, any inaccuracy in any information provided by Customer may
result in unintended processing by Bank. Bank bears no responsibility for detecting or
reporting any error in data supplied by Customer and shall not be liSbIe to Customer for
any information provided by Customer with respect to a Data Translation Request which
is inaccurate, incomplete or otherwise incorrect. Customer shall retain data on file
adequate to permit Customer to remake each request for at least ten (10) business
days following the date a file is sent to Bank, and shall provide such data to Bank on
request. Customer acknowledges that Bank has no obligation to maintain back-up
copies of requests or other information delivered by Customer to Bank.
Payment Order Requests
Customer agrees that its requests to initiate payment orders utilizing Data Translation
Services ("Payment Order Requests") shall be governed by this Section, the sections of
this Agreement governing the applicable payment mechanism, and all other applicable
laws, rules and regulations governing the relevant payment mechanism. Except as may
be provided elsewhere in this Section or Agreement, Customer may not amend or
revoke Payment Order Requests after they have been received by Bank. Customer
acknowledges that the rules of NACHA and other electronic funds transfer systems as
well as paper check processing systems may make any credit provisional until the
financial institution crediting the account of the beneficiary specified in a Payment Order
Request receives final settlement and that if the financial institution does not receive
final settlement, it is entitled to a refund and Customer shall be deemed not to have paid
the beneficiary. Payment Order Requests with settlement dates of more than thirty (30)
calendar days from receipt will not be processed unless prior arrangements have been
made. Customer is solely responsible for initiating Payment Order Requests sufficiently
in advance to meet Customer's contractual obligations to its vendors and/or customers.
Bank shall not be responsible for any late payment or finance charges that may result
from Customer's failure to allow sufficient lead-time to make a Payment Order Request.
Customer authorizes Bank to execute all Payment Order Requests, and settle to the
Customer's account all Payment Order Requests, delivered to Bank in compliance with
the terms of this Agreement, including the security procedures. Customer authorizes
Bank to use whatever means Bank, in good faith, deems reasonable under the
circumstances to execute each Payment Order Request, including selection of a funds
transfer system, routing, and means of transmission. If Customer issues any payment
order request pursuant to this Section IV.G.6., Customer authorizes Bank, without prior
notice, to debit Customer's account for any other amount payable under Section IV.G.
of this Agreement and to credit the account for any amount payable to Customer.
53
Check Payment Requests
Customer may from time to time request that Bank print checks and related remittance
information ("Check Payment Request(s)") and distribute such checks and information.
Customer shall designate the account(s) from which Bank is to make payment
("Payment Account") and shall maintain a sufficient balance in the Payment Account to
fund its Check Payment Requests. To mitigate against fraud, Bank may require that
Customer utilize positive pay services in conjunction with the Payment Account.
Customer agrees that checks drawn in a manner consistent with a Check Payment
Request shall be duly authorized to the same extent as a check drawn and signed by
Customer and is properly payable by Bank. Customer authorizes Bank to deduct the
Payment Account in the amount of the Check Payment Request. If there are insufficient
funds in the Payment Account to make a Check Payment Request, Bank may in its sole
discretion either refuse to make the payment or make it and overdraw the Payment
Account. In either event, Customer shall incur fees as disclosed by Bank in the account
agreement and related fee schedules and other disclosures. Customer has no right to
reverse, adjust or revoke any Check Payment Request after it has been received by
Bank. Bank will, however, make reasonable efforts to act on such a request by
Customer.
Security Procedures
Customer shall comply with all security procedures, including any applicable file
confirmation procedures, established by Bank for Data Translation Services. Customer
agrees that all Data Translation Requests that involve the exchange or transmission of
banking information shall only use secure transmission options supported by Bank. For
some Services, such as ACH, Customer and Bank may establish alternative,
comparable security procedures for accessing such Services when Data Translation
Services are utilized. Customer is solely responsible for maintaining its own internal
security procedures to prevent errors or unauthorized access to Customer's computer
systems by unauthorized employees, vendors or customers. Bank has no responsibility
for the security procedures employed by Customer's trading partners.
File Confirmation Procedures. File confirmation procedures utilizing Data
Translation Services are solely for the purpose of verifying Bank's receipt of the
Payment Order Requests but not for identifying errors in transmission or content.
Where file confirmation procedures are required by Bank or selected by Customer,
a.
Customer shall provide Bank with the total items and dollar value of Payment Order
Requests or any other necessary information (Control Totals"). Customer may
provide Bank with Control Totals by calling Bank's Interactive Voice Response ("IVR")
or by sending a data file to Bank. After Bank receives Customer's Payment Order
Requests, Bank will compare the Payment Order Requests to the Control Totals, If
the Control Totals match the Payment Order Requests, Bank will process the
Payment Order Requests. Bank will not process Payment Order Requests if Bank
does not receive conforming Control Totals on or before the established Payment
Order Requests delivery deadline on the Business Day it receives the Payment Order
Requests. Bank will notify Customer if the Control Totals do not match the Payment
54
Order Requests, or if Bank receives Payment Order Requests without receiving
Control Totals or vice versa.
H. COURIER SERVICES
Introduction
Courier Services are offered by Bank for Customers who require ground transportation
for the pick-up, transportation and delivery of non-cash banking transactions to Bank
locations other than a cash vault. Bank has selected a third party courier ("Courier") to
provide the transportation services on Customer's behalf
Deposit Contents
Customer acknowledges that the Courier Services is not an armored delivery service
and agrees to tender check-only deposits to the Courier. Customer agrees that it shall
not deposit any currency, securities, documents or other items which cannot be
reconstructed or duplicated. Any deposits of cash using this service shall be at
Customer's peril and Customer agrees to assume any and all risk of loss associated
with tendering cash deposits.
Courier as Agent of Customer
Customer acknowledges and agrees that the Courier is the agent of Customer and not
of Bank. Until Bank actually receives a delivery in accordance with Section IV.H.7.
below, Bank assumes no risk of loss or theft by third parties or employees of the
Customer or the Courier. Bank makes no representation or warranty regarding, and
assumes no responsibility with respect to, any services performed or promised by the
Courier. The Courier maintains ultimate responsibility for scheduling, movement and
routing.
Packaging
Customer agrees to tender deposits to the Courier using an undamaged and properly
fastened bag. Customer shall prepare deposit slips in duplicate, containing the total
dollar amount of the deposits, and the account or accounts of Customer at Bank to
which the checks shall be deposited. Customer agrees to place the original deposit
ticket in the bag, and to retain the duplicate ticket.
Reconstruction
Customer agrees to maintain a complete and accurate reconstructible deposit listing of
each deposit given to the Courier. Customer agrees to reasonably and promptly
cooperate with Bank and/or the Courier in the notification, identification and
replacement of any damaged, lost or destroyed deposit items. Such cooperation shall
include reasonable requests by Customer to the makers of the checks to issue
duplicates for the damaged, lost or destroyed items. Customer shall notify Bank of any
damaged, lost or destroyed items no later than sixty (60) days following the day the
items were delivered to the Courier. Bank shall have no obligation to research any
damaged, lost or destroyed items if Customer fails to notify Bank within the prescribed
time.
55
Processing
Bank is authorized to open the bag and to process the contents in accordance with
Bank's normal procedures and any applicable availability schedules. All deposits shall
be subject to verification and adjustment by Bank. Bank's verification shall be deemed
correct and binding upon Customer absent an error on the manifest If Bank discovers
a discrepancy between the contents of the bag and the deposit ticket, Customer hereby
authorizes Bank to process and deposit the contents, and to complete an adjustment
tIcket, which will be mailed or delivered to Customer.
.
Actual Receipt Required
Bank is not liable for any losses, damage or destruction of items that occur while in the
custody of the Courier. Bank shall not be considered as an insurer of any deposits
placed with the Courier until such time the deposits are received and acknowledged by
Bank. Deposits delivered to the Courier are not considered received by Bank until they
are actually delivered to Bank's processing center.
Delivery of Deposits
Deposits delivered by the Courier after Bank's deadline for the receipt of deposits, may,
at Bank's discretion, be held and credited to the Customer's account the next business
day. Courier service deliveries on Saturdays, Sundays and on days recognized as bank
holidays (when available), shall be held and credited to the Customer's account the next
business day.
I. GASH VAULT SERVICES
U.S. Currency
The Terms "cash", "coin" and "currency" as used herein shall refer to coin and currency
of the United States. Customer shall not deposit coin or currency of any other country.
Account
All deposits of currency, coin, checks and food coupons will be credited to, and all
withdrawals of currency, coin and checks will be debited against, Customer's deposit
account at Bank (the "Account") which Customer has designated as being covered by
the Services described herein.
Deposits
a. Customer shall supply and maintain clear disposable plastic bags used for deposits.
Plastic bags shall be sealed according to manufacturers' instructions. Customer will
prepare deposits in good order as follows: (i) currency and food coupons will be
batched separately with each accompanied by a deposit ticket fully completed by
Customer; (ii) currency and food coupons will be banded with 100 notes of the same
denomination whenever possible; (iii) food coupon deposits must include Agricultural
Department Redemption Certificates; (iv) deposits will be delivered by Customer's
certified armored carrier to the secured facility specified by Bank; and (v) to receive
same date credit, deposits must be made prior to the daily cut-off time established by
Bank from time to time, and any deposits received by Bank after its daily cut-off time
may be considered to have been received on the next banking day.
56
Bank will process Customers deposits as follows: (I) deposits will be receipted and
conditional (subject to verification) credit assigned based on the amount identified on
the deposit ticket; (ii) deposit tickets that are missing, blank or do not contain legible
"declared balances are subject to delayed ledger credit of one banking day; and (iii)
coins, currency and food coupons will be counted and Bank's count will be the valid
and controlling count.
If there is a currency and coin variance of more than TEN DOLLARS ($10.00) from
the declared balance on Customer's deposit ticket, Bank shall adjust Customer's
currency and coin deposits through a separate debit or credit to Customer's account.
Any such adjustment shall not be reflected on Customer's deposit ticket. Deposit
tickets containing a declared total that includes check deposits, may require a
separate and additional adjustment for any variances to Custome?s check deposits. If
there is a currency and coin variance of TEN DOLLARS ($10.00) or less from the
declared balance on Customer's deposit ticket, Bank shall not make any adjustment to
Customer's currency and coin deposits, and shall credit Customer's account based on
Customer's declared balance. Bank will notify Customer promptly by telephone of any
deposit for which Bank's count varies from Customer's count by ONE HUNDRED
DOLLARS ($100.00) or more. Upon request, Bank will provide Customer with any
available information which may assist Customer in reconciliation of the difference.
Deposited items will be deemed received on the day of delivery if Bank receives the
deposit prior to Bank's established deadlines.
Deposits will be processed
in
accordance with normal Bank procedure and any applicable availability schedules. All
deposits made by Customer shall be subject to verification and adjustment by Bank.
Bank's verification shall be deemed correct and binding upon Customer for all
purposes, absent an error on the manifest.
If Customer chooses to pre-encode its checks or other items for deposit, Customer
agrees to comply with the pre-encoded deposit procedures and specifications as may
be established and revised by Bank. Customer shall be responsible for any of its
encoding errors. Bank may treat certain deposits as unencoded deposits if there is an
unacceptable rate of encoding errors.
4. Withdrawals
a. Bank may provide Customer with United States currency and coin in designated
denominations from time to time as requested by Customer through the Bank's
automated ordering system ("Cash Orders"). Customer must comply with all of Bank's
policies and procedures regarding the placement and delivery of Cash Orders,
including, without limitation, the maintenance of a designated password. Customer
shall be responsible for maintaining the confidentiality of Customer's password and
restricting access to the system to authorized Agents. All Cash Orders will be charged
to the account designated by Customer and must be picked up by Customer's Agent
or sent by registered mail to a street address. Only armored couriers may pick up
Cash Orders directly from a cash vault operated by Bank. Customer shall be
57
responsible for any Cash Order after receipt thereof by the Agent. Bank may specify a
daily Cash Order limit and Customer agrees that it will not initiate a Cash Order in
excess of the designated limit. In no event shall Customer initiate a Cash Order in
excess of the immediately available funds in the designated account.
b. Customer may order currency and coin from Bank as follows:
The preferred order for currency is in standard full strap quantities only.
Coin may be ordered in standard full box units (50 rolls), individual rolls or loose
standard bags only.
A charge for the face value of the monies ordered will be made to the Account on
the day the order is processed by Bank.
Orders for coin and currency may be placed no later than the cut-off time
established by Bank from time to time for delivery on the next banking day.
Depending on Customer's location, select cash vault sites may require a minimum
two-day lead time for coin and currency orders.
Bank must be notified of any discrepancies pertaining to currency or coin orders
within two banking days of receipt by Customer of such currency or coin. Customer
must return documentation to babk-up outages such as strap, coin, wrapper and/or
box.
Processing Days
Bank will provide processing on all days Monday through Friday, except for holidays on
which Bank is closed.
Carrier Service
Any carrier service utilized to deliver or secure coin, currency or other property to or
from Bank will act as the agent of Customer and not of Bank. Customer and carrier
shall agree upon the delivery days and times. Customer will bear the entire risk of loss
of coins, currency or other property of Customer when in the custody or control of
Customer's carrier service.
Representations
Customer represents and warrants to Bank that (a) all funds deposited with Bank will be.
the proceeds of, and all funds ordered and withdrawn from Bank will be intended for use
in, Customer's lawful activities and (b) all of Customer's transactions hereunder will be
conducted solely on Customer's behalf and not on behalf of any other person or entity.
Regulatory Compliance
Customer shall provide Bank immediately upon request with any information, and
otherwise shafl cooperate with Bank in every way necessary in order to enable Bank to
fulfill its obligations with respect to the reporting of transactions in coin and currency or
58
any other regulatory requirement.
9. Agents
Bank from time to time may use any third party or agent to receive Customer's deposits,
to deliver Customer's coin and currency orders, or to perform any other services of
Bank hereunder. Bank will provide Customer with all necessary instructions for contact
with such third party or agent. Bank's use of such a third party or agent shall not relieve
Bank of its obligations hereunder.
J. U.S. BANK EASYTAX5M
Authorization; Enrollment
If the EasyTax Service is requested by Customer and agreed to by Bank, Bank will
electronically enroll Customer in the Electronic Federal Tax Payment System (EFTPS) if
Customer desires to make federal tax payments via EFTPS. Electronic enrollment will
allow Bank to process Customer's tax payments in compliance with EFTPS through
Bank's tax payment system only. If Customer chooses to pay federal taxes by any
other means, payments may not be EFTPS compliant. Customer understands that
Bank's EFTPS enrollment form 8655 does not replace the EFTPS form 9779, which is
sent to mandated companies by the Internal Revenue Service. Customer may also
make state tax payments using EasyTax. Customer agrees that the EasyTax Service
shall be governed by this Section and all other relevant sections of this Agreement.
Submission of Information
Customer shall initiate an ACH Entry furnishing Bank with complete and accurate
master file information which shall enable Bank to file tax deposits with the appropriate
tax authorities in a timely manner. The Services provided by Bank hereunder shall be
based solely upon the information furnished by Customer to Bank. Accordingly, any
inaccuracy in any information provided by Customer may result in unintended
processing by Bank. Customer bears sole and exclusive responsibility to verify that the
information provided to Bank is complete and accurate. Bank bears no responsibility for
detecting or reporting any error in data supplied by Customer and shall not be liable to
Customer for any information provided by Customer with respect to information which is
inaccurate, incomplete or otherwise incorrect. The Service provided hereunder does
not relieve Customer of any duty imposed on Customer by law to maintain records or
from verifying and, if necessary, immediately correcting in writing all data received from
Bank relating to the Service. Customer does not have the right to delete or amend any
ACH Entry after it has been received by Bank unless Customer has previously
requested, and Bank has agreed to provide, ACH Adjustment Services. If ACH
Adjustment Services are provided, subject to certain limitations, Customer may initiate
an amendment to its ACH files after receipt by Bank. Such amendment may be initiated
via fax or other agreed upon notification method and all communications must be
received by Bank prior to the established deadlines in order to be effective. Customer
agrees to be bound by any instructions, whether or not authorized, issued in its name
and accepted by Bank in accordance with the agreed procedures. Customer will not
hold Bank liable for any loss suffered by Customer as a result of Customer's breach of
Section IV.J.2. To the extent not prohibited by law -- including Colorado Constitution,
59
Art. Xl, § 1, C.R.S. § 29-1-110, and CR5. § 24-10-101, etseq. Bankwill not be liable
to third parties for losses related to Section lV.J.2. This provision does not suggest that
Customer shall be liable to any third party for losses related to Section IV.J.2, and this
provision does not constitute a waiver, express or implied, of any defense Customer
may have, but for this provision, to any claim brought against Customer by any third
party.
Requests for Payment
Requests for payment to tax authorities must be made in accordance with instructions
which Bank shall provide Customer, which may be amended by Bank from time to time
at its discretion, and will be considered complete only if actually received by Bank. All
tax deposits must be initiated at least one business day before the due date, otherwise
deposits may be subject to IRS or state penalties. Any request by Customer to make
tax deposits hereunder shall be submitted to Bank prior to the daily cut-off time
established by Bank from time to time. Any such request received by Bank after its
daily cut-off time may be processed on the next banking day. In the event that an ACH
Entry is rejected or returned by an ACH processor for any reason whatsoever, it shall be
Customer's responsibility to reinitiate the Entry. Bank will give Customer notice of any
rejected or returned ACH Entry in the usual manner agreed to by the parties. Bank
shall have no liability for any delay caused by strikes, telephone failure, equipment or
electrical failure, or any other condition beyond the reasonable control of Bank.
Receipt of Funds
Funds received by Bank from Customer shall be held as a deposit liability of Bank to
Customer until such time as such funds are due and paid to the appropriate tax
authorities. Customer is entitled to an earnings credit value on such funds and Bank
may invest such funds solely for Bank's benefit.
Account
Customer shall maintain with Bank a commercial demand deposit account in which
Customer shall maintain immediately available funds in an amount sufficient to cover all
tax deposits and fees charged by Bank for the Service hereunder. Failure by Customer
to maintain such funds shall relieve Bank from providing such Service, notwithstanding
any request by Customer to provide the Service.
Liability
Bank shall not be liable for any penalties assessed by the IRS or the Colorado
Department of Revenue by reason of failure of Customer to make any tax payments.
Bank shall be responsible to Customer to make1timely and accurate payments when
Customer provides full and timely payment instructions, provided that adequate funds
are available in Customer's accounts at Bank.
Interruption of the Service or
performance hereunder for any reason shall not relieve Customer of its obligation vis-ávis the IRS and the Colorado Department of Revenue to make any required tax
deposits, and Bank shall not incur any liability to Customer for failure by Customer to
make any such deposit. If Customer elects to make a tax deposit by any means other
than through Bank, Bank shall not be liable for ansi penalties assessed by the IRS or the
60
Colorado Department of Revenue or interest arising from any error in due date or other
calculations for deposits made within the period in which such other deposit was made.
Bank may choose to provide its EasyTax Service through a third-party vendor. Bank
and its third party vendor's liability to Customer is limited to correcting any error made
by the Bank or third-party vendor. The sole and exclusive remedy, at law or in equity,
against Bank or third party vendor is limited to money damages in an amount not to
exceed the total amount paid to Bank for EasyTax fees during the twelve (12) months
preceding the event giving rise to the liability. Neither Bank nor third party vendor will
be liable for special, incidental, or consequential damages. Customer acknowledges
that the EasyTax Service would not be available or would be available at substantially
increased rates without the liability and remedy limitations set forth in this agreement.
7. Codes
Customer shall keep confidential the Access and PIN codes issued to Customer in
connection with the Service, and only Customer shall use such codes. If Customer
suspects that any such codes have become known or otherwise accessed by
unauthorized persons, Customer shall notify Bank immediately and follow up such
notice with written confirmation. The occurrence of unauthorized access will not affect
any deposits made in good faith by Bank before Bank has received such notification
and had a reasonable time to act to prevent any unauthorized deposits.
K. PAPER-BASED DISBURSEMENT SERVICES
1. Controlled Disbursement
Disbursement Account If requested by Customer and agreed to by Bank,
Customer will open and maintain a demand deposit account ("Disbursement Account")
and a primary funding account ("Funding Account") at Bank. The disbursing bank may
be a financial institution that is a subsidiary or affiliate of Bank or Bank itself. Bank
reserves the right to require customer to use Banks positive pay service
in
conjunction with the use of Disbursement Account(s). Customer hereby authorizes
and directs Bank to act on its behalf and as its Agent, as Bank in its sole discretion
deems necessary or advisable, in performing any of the Controlled Disbursement
Services and related Services.
Funding Procedures. On each Business Day, Bank shall electronically provide
Customer *ith a report of the total aggregate amount of all presented disbursement
checks and ACH transactions posted in the early morning ACH window, net of the
prior day adjustment and other charges to the Disbursement Account (the "Total
Clearings"). Customer agrees to maintain sufficient collected balances in the Funding
Account by the established deadline to fund the Total Clearings. Bank is hereby
authorized to debit the Funding Account in an amount equal to the actual or estimated
Total Clearings and to transfer funds in said amount for credit to the Disbursement
Account. Bank may require Customer to prefund the Disbursement Account only if it
reasonably determines that Customer lacks adequate capitalization to meet its
expenditure requirements. Bank will notify Customer within a reasonable amount of
time, in advance, if it intends to require Customer to prefund the Disbursement
Account. After such reasonable notification, Bank may convert the Disbursement
61
Account into a standard prepaid checking account.
Adjustments. Bank will compare the report of electronic presentments to the
checks presented against the Disbursement Account. If the total dollar amount of
checks electronically reported is less than the total dollar amount of checks presented,
Bank will credit the Disbursement Account for the difference. Bank will add this
difference to Customer's Total Clearings the next Business Day.
Daily Dollar Limit A daily dollar limit (the "Dollar Limit") may be established from
time to time by Bank with respect to the Disbursement Account in Bank's sole
discretion. Bank shall have no obligation to pay disbursement checks and ACH
transactions (collectively, "Items") in excess of the Dollar Limit. Bank may, at any time,
either verbally or in writing (but shall not be deemed obligated to) notify Customer of
any change made by Bank in the Dollar Limit. Establishment of the Dollar Limit should
not be interpreted or construed by Customer as any commitment or agreement by
Bank to provide any credit or loans to Customer, or as an agreement or commitment
to debit the Funding Account when doing so would create a negative balance therein.
Special Circumstances. Customer acknowledges that Bank, under some
circumstances beyond its control, may at times be unable to provide a report of the
total amount of its Total Clearings early enough for Customer to make a complete and
acceptable funding of the accounts. Customer nevertheless agrees to fund the
Funding Account completely by using a reasonable estimate of the Total Clearings;
however, if funding the Customer's reasonable estimate creates an underfunding, no
charges will be incurred by the Customer. If funding the Customer's estimate creates
an overfunding, Customer will receive the current earnings credit rate on excess
funds.
Action Affecting Accounts. If Bank receives a court order or writ of execution
requiring it to place a hold on one of Customer's accounts or requiring Bank to pay
monies out of one of Customer's accounts to a third party, or a garnishment or levy
that requires Bank to place a hold on one of Customer's accounts or to pay monies
out of one of Customer's accounts to a third party, and Bank reasonably believes that
it will not be protected if the court order, writ of execution, garnishment, or levy is
ignored, Customer agrees that Bank may place a hold on the account up to the
amount of the claim stated in the court order, writ of execution, garnishment, or levy.
Any such hold will remain in place only so long as reasonably necessary to resolve the
claim stated in the court order, writ of execution, garnishment, or levy, or employ legal
remedies to allow a court to decide such claim. Customer shall have the right to
intervene in the legal action that relates to the court order, writ of execution,
garnishment, or levy. Assuming compliance with this Section, Bank shall have no
liability for dishonored transactions due to the hold.
Return of Items Unpaid. Bank reserves the right, in Bank's sole discretion, to
return unpaid any or all Items presented for payment against the Disbursement
Account, only after contacting Customer and giving Customer a reasonable time to
62
adequately fund the Funding Account in the event that:
there are insufficient collected and available balances on deposit in the Funding
Account by the established deadline to fund the Total Clearings;
debits cannot be posted because the Disbursement Account or Funding Account is
frozen, blocked, closed or because of any other condition; or
any communications failure or other condition prevents Bank from monitoring
Customer's Dollar Limit and/or the Items presented for payment.
h. Stop Payment Orders. Customer may issue stop payment orders on Items drawn
on the Disbursement Account in accordance with Bank's procedures.
2. Drafts/Warrants
Draft!Warrant Account If requested by Customer and agreed to by Bank,
Customer shall open and maintain a demand deposit account upon which drafts or
warrants shall be drawn and will be charged (the "Draft Account"). Customer shall
maintain on deposit sufficient collected and available balances to cover items drawn
on the Draft Account.
Draftjwarrant Format All drafts/warrants shall contain on the face of the item the
words "draft" or "warrant," and "payable through U.S. Bank." Customer will also
encode all drafts/warrants in accordance with Bank specifications. Customer agrees
to immediately make any changes to the format of the drafts/warrants or encoding
when requested to do so by Bank and will be solely responsible for its failure or refusal
to comply with Bank's specifications. Any draft/warrant drawn by Customer on the
Draft Account shall be treated by Bank as a draft/warrant regardless of what appears
on the face of the draft/warrant, and Customer will not hold Bank liable for Bank's
treating such draft/warrant drawn by Customer on the Draft Account as a
draft/warrant. To the extent not prohibited by law -- including Colorado Constitution
Art. Xl, § 1, C.R.S. § 29-1-110, and C.R.S. § 24-10-101, et seq. -- Bank will not be
liable to third parties for losses related to Bank's treating such draft/warrant drawn by
Customer on the Draft Account as a draft/warrant. This provision does not suggest
that Customer shall be liable to any third party for losses related to Bank's treating
such draft/warrant drawn by Customer on the Draft Account as a draft/warrant, and
this provision does not constitute a waiver, express or implied, of any defense
Customer may have, but for this provision, to any claim brought against Customer by
any third party.
Presentment and Return. Bank shall make drafts/warrants presented to Bank
available to Customer via electronic presentment. Bank shall notify Customer by
electronic means of the account number, draft number and dollar amount of all
presented drafts/warrants and provide Customer with a front and back image of each
draft/warrant received by Bank. Bank's delivery of the images shall constitute an
electronic presentment under the Uniform Commercial Code, Federal Regulation CC
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and other applicable laws. Draft/Warrant services are additionally subject to the
Reverse Positive Pay terms contained elsewhere in this Agreement. Customer shall
notify Bank of each draft/warrant that should be returned in the form agreed to by
Bank and Customer. If Customer does not specifically decline payment of a
draft/warrant by the deadline established by Bank, such draft/warrant will be finally
paid by Bank. Customer acknowledges that drafts/warrants payable through Bank are
considered to be drawn on Bank for purposes of the expeditious return and notice-ofnonpayment requirements of subpart C of Regulation CC of the Federal Reserve
Board. If Bank agrees to return a draft/warrant following Bank's deadline, Customer
agrees to be responsible for Bank's failure to return the draft/warrant in an expeditious
manner as prescribed in Regulation CC. Bank shall be deemed to have made timely
presentment to Customer with respect to any drafts/warrants that Bank receives at a
time when it is prevented from making presentment to Customer as a result of any
force majeure including, but not limited to, earthquake, flood, hurricane, tornado,
volcanic eruption, severe weather event or other act of nature, war, riot, civil
disturbance, strike, lockout, and disruption in telecommunications service.
Examination of Drafts/Warrants. Bank shall have no responsibility to examine
drafts/warrants prior to presentment to Customer for its payment decision. Bank will
take ordinary care to see that the amount of each draft/warrant as drawn is accurately
posted to Customer's account. Bank will not make any attempt to verify signatures,
endorsements or restrictive clauses on drafts/warrants. Bank will not examine the
dates on which drafts/warrants have been drawn for undated, stale or post-dated
items. Bank shall have no responsibility for any liability, loss or damage resulting from
(i) a payment in accordance with this Section of any draft/warrant that is altered or
unsigned or that bears the forged or unauthorized signature of Customer or (ii) return
of any check to the depository bank in accordance with this Section.
Encashment of Drafts/Warrants. Unless otherwise instructed by Customer, Bank
is authorized to pay its drafts or warrants issued by Customer that are presented for
encashment by payees. Bank will not be liable for the encashment of any
draft/warrant which contains, or is purported to contain, a forged signature of a maker
or endorser, or any other unauthorized modification, as long as Bank exercises
ordinary care in cashing the draft/warrant.
Controlled Funding
(i) Funding Account; Report of Incoming Debits. If Customer has selected a
Controlled Draft/Warrant Account, Customer agrees to open and maintain a
primary funding account ('Funding Account"). All drafts/warrants drawn shall be
provisionally charged to Customer's Controlled Draft/Warrant Account on the
Business Day of receipt by Bank and such charges shall become final and
irreversible, except as to drafts/warrants that are dishonored as provided herein.
Bank shall on each Business Day make reasonable efforts to electronically provide
Customer with a report of the total aggregate amount of all presented
drafts/warrants ("Items"), net of the prior day adjustment, and other charges to the
Controlled Draft/Warrant Account (the "Total Clearings"). If for any reason Bank is
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unable to provide Customer with the Total Clearings, the Total Clearings for such
day shall be estimated by Customer. If Customer's estimate is less than required
to meet funding requirement, the Bank will not charge overdraft fees. Any
discrepancies shall be reconciled on the following Business Day.
Funding Procedures. Customer shall maintain on deposit in the Funding Account
sufficient collected and available funds to cover drafts/warrants charged to the
Controlled Draft/Warrant Account. Bank is hereby authorized to debit the Funding
Account in an amount equal to the actual or estimated clearings charged against
the Controlled Draft/Warrant Account. If Bank and Customer agree to other
methods of funding the drafts/warrants, Customer shall be responsible for
compensating Bank for any uncollected funds which may occur and Bank may
require suitable approval and the establishment of daily dollar limits.
Adjustments. Bank will compare the report of electronic presentments to the
drafts/warrants presented against the Controlled Draft/Warrant Account. lithe total
dollar amount of drafts/warrants electronically reported is less than the total dollar
amount of drafts/warrants presented, Bank will credit the Controlled Draft/Warrant
Account for the difference. Bank will add this difference to Customer's Total
Clearings the next Business Day.
Return of Items Unpaid. Bank reserves the right, after Customer notification and
a reasonable time to provide adequate funding, to return a draft/warrant unpaid in
the event that: (a) there are insufficient available and collected funds in the
Funding Account by the established deadline to fund the Total Clearings; or (b)
debits or charges cannot be posted because the Controlled Draft/Warrant Account
or Funding Account is frozen, blocked, closed or otherwise unavailable.
Account Limitations. Customer shall not initiate or authorize an ACH debit entry
or other electronic debit or payment order from the Controlled Draft/Warrant
Account.
L. POSITIVE PAY SERVICES
Introduction
Positive Pay Services are offered by Bank as the most effective way to minimize loss
from fraudulent check issuance or payment. If Positive Pay Services are requested by
Customer and agreed to by Bank, Customer and Bank agree that in the event of an
inconsistency between this Agreement and applicable law, the provisions of this
Agreement shall prevail to the extent permitted. Nothing in this Agreement is intended
to limit Bank's right to return an item unpaid if there are insufficient available funds in
the designated account.
Format Specifications
Customer shall comply at all times with Bank's format and data transmission
standards for the Positive Pay Service. Customer agrees to issue checks, drafts,
warrants or other items (collectively, 'Items") in accordance with Bank's specifications
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and will change the Item format when requested to do so by Bank. Bank shall not be
responsible for correcting or resolving processing problems caused by substandard
quality magnetic encoding. Customer shall supply Bank with sample Items for testing.
3. Positive Pay
Customer Responsibilities. Customer shall designate to Bank all account(s) that
are to be used with the Positive Pay Service ("Account"). Customer will provide Bank
with a file of all outstanding Items prior to activation of this Service. On each day that
an Item is written against the Account, Customer shall supply Bank with all required
Item issue information prior to the deadline established by Bank. Such information
shall include, without limitation, the account number, the issue date, the Item number
and the face amount.
Customer shall be responsible for the accuracy and
completeness of all information provided to Bank.
Bank's Responsibilities. In reliance on the information provided by Customer,
Bank shall create a master issue file for each designated Account ("Issue File"). If
ARP File Confirmation service is selected by Customer, Bank shall process the Issue
File arid provide a confirmation to Customer that the Issue File was received and
processed.
Excluding valid stop payment orders and issue records voided by
Customer request, all Items, including those that have been electronically converted,
that match by serial number and amount to Bank's Issue File will be deemed properly
payable and Bank is authorized to pay all such Items.
Paid No Issues. Each business day, Bank shall make reasonable efforts to report
to Customer any Item serial numbers that do not match the Issue File ("Paid No
Issue") and, if requested and available, provide the front and back images of those
Items for that day's presentment; provided, however, no images shall be provided in
the case of electronically converted Items. Customer agrees to review and make
payment decisions on the Paid No Issue Items prior to Bank's established deadline. If
Customer's requested default setup is for Bank to pay all Paid No Issue Items, then
Bank is authorized to finally pay any Paid No Issue Item unless Customer has
instructed Bank to return the Paid No Issue Item prior to the established deadline. If
Customer's requested default setup is for Bank to return all Paid No Issue Items, then
Bank is authorized to return any Paid No Issue Item unless Customer instructs bank to
pay a Paid No Issue Item prior to the established deadline. Bank may rely on any
instructions received from Customer that Bank reasonably believes to be genuine.
Bank shall have no responsibility for any liability, loss or damage resulting from: (i)
payment in accordance with this Section of any Paid No Issue Item that is altered or
unsigned or which bears the forged or unauthorized signature of Customer; (ii) the
return of any Paid No Issue Item to the depository bank in accordance with this
Section; or (iii) Customer's failure to meet Bank's established deadlines.
Bank's
failure to report a discrepancy will not discharge Customer's obligation with regard to
any Item, and shall not obligate Bank to return any Item if it is otherwise properly
payable.
Teller Positive Pay. All positive pay accounts will interface with the Bank's teller
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systeth unless otherwise agreed by Bank. Bank will compare Items presented for
cash at a branch of the Bank with Customer's Issue File. Customer agrees that Bank
may refuse to cash any Paid No Issue Item and such refusal will not be deemed to be
a wrongful dishonor. In the event of dishonor, Bank will refer the presenter to
Customer acknowledges that under some circumstances issuance
Customer.
information submitted by Customer may not be reflected in Customer's Issue File until
the opening of the following business day. Customer agrees to follow established
procedures should it need to manually add an Item to the Issue File. Bank will make
reasonable efforts to assist Customer, but Customer acknowledges that Bank may be
unable to process such requests on a same day basis. In the event that Customer
requests Bank not activate or temporarily deactivate teller positive pay, Customer
agrees to assume all risk of loss for any Bank teller-cashed Item that would have been
identified as a Paid No Issue Item prior to acceptance.
Payee Positive Pay. If Customer selects this option which is available only through
SinglePoint®, Customer's Item stock shall first be tested to ensure it meets Bank's
payee name readability rate. Customer shall designate to Bank all positive pay
accounts that shall use Payee Positive Pay. In addition to the Item issue information
provided by Customer for the positive pay service, Customer shall supply Bank with
the payee name(s) for each Item issued by Customer. Customer shall be responsible
for the accuracy and completeness of the payee information provided to Bank. In
reliance on the payee information provided by Customer, Bank will compare the payee
information on the Item with Customer's Issue File for Items presented in the back
office and at the teller line. Customer acknowledges that Bank will not be able to
validate payee information for electronically converted Items presented to Bank for
payment. Bank may, in its sole discretion, impose variable parameters for which the
payee information will not be reviewed for certain, Items processed through the back
office. If such parameters are imposed, Bank agrees to assume the risk of loss for an
Item that would have been identified as a Paid No Issue solely on the basis of the
payee information.
Teller Payee Positive Pay.
If Customer selects this option, Customer shall
designate to Bank all positive pay accounts that shall use Teller Payee Positive Pay.
In addition to the Item issue information provided by Customer for the positive pay
service, Customer shall supply Bank with the payee name(s) for each Item issued by
Customer. Customer shall be responsible for the accuracy and completeness of the
payee information provided to Bank. In reliance on the payee information provided by
Customer, Bank will compare the payee information on the Item presented for cash at
a branch of the Bank with Customer's Issue File. Customer agrees that Bank may
refuse to cash any Item where the payee name is not an exact match and such refusal
will not be deemed to be a wrongful dishonor. In the event of dishonor, Bank will refer
the presenter to Customer. Customer acknowledges that under some circumstances
issuance information submitted by Customer may not be reflected in Customer's Issue
File until the opening of the following business day.
4. Reverse Positive Pay
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The Paid File. Customer shall identify all accounts subject to Reverse Positive Pay
("Account"). When an Item is presented for payment against an identified Account,
Bank shall notify Customer prior to the designated time, and in no case later than the
business day following the day of presentment, of the Account number, Item number
and amount of the presented Item (the "Paid File") and, if requested and available,
shall provide Customer with the front and back images of the Items. By electing
Reverse Positive Pay, Customer assumes all fraudulent and other risks associated
with teller-cashed Items unless Customer provides standing instructions to Bank to
disallow encashment at the teller line.
Payment Instructions. Customer shall compare the information provided by Bank
with Customer's Item issuance records. Customer shall notify Bank prior to the
deadline established by Bank of Customer's decision on any reported Items that
should be dishonored. Bank may rely on any instructions received from Customer that
it reasonably believes to be genuine. Bank is authorized to finally pay any Item listed
on the Paid File unless the Customer instructs Bank to return the Item prior to the
established deadline. Bank shall have no responsibility for any liability, loss or
damage resulting from (i) a payment in accordance with this Section of any Item that is
altered or unsigned or which bears the forged or unauthorized signature of Customer
or (ii) return of any Item to the depository bank in accordance with this Section. Bank
reserves the right to require Cuètomer to place a stop payment order on any Item to
be returned. Any such orders will be subject to Bank's customary stop payment fee.
Customer shall notify Bank by the designated deadline if the Paid File has not been
received from Bank. Bank will make reasonable efforts to provide the Paid File to
Customer and honor Customer's instructions. Bank's failure to provide a Paid File will
not discharge Customer's obligation with regard to any Item that was otherwise
properly payable at the time of presentment.
Nt LOCKBOX SERVICES
Lockbox Service Requirements
Bank provides retail and wholesale Lockbox Services to assist customers in expediting
receipt of their remittances. Customer will have its customers forward their payments to
the location designated by Bank ("Lockbox"). Prior to initiation of any Lockbox Service,
Customer must maintain a demand deposit account with Bank.
Access to Mail
Customer authorizes Bank to pick up mail at the appropriate postal facility, to have
custody of the keys or combinations and unrestricted and exclusive access to such box,
and to collect the mail therein to be processed by Bank as agreed by the parties. Bank
shall process remittances in accordance with its standard procedures or in accordance
with prior instructions received from Customer and agreed to by Bank. Upon
termination of Customer's Lockbox Service, mail received shall be forwarded for sixty
(60) days following termination.
Proprietary Rights
Bank possesses all proprietary rights to written material, including, without limitation, all
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computer programs written for Bank's Lockbox processing system, portable media,
listings, and other documentation originated and prepared by Bank. Customer shall not
duplicate, sell, or use in any manner such programs or documentation without the prior
written consent of Bank.
CollectionslAvailability
Unless otherwise agreed, while Customer receives Lockbox Services, all collected
funds held in the account shall be deemed to be Customer's funds for all purposes,
including adjustment, attachment, execution, garnishment and other forms of legal
The crediting and collection of items will be handled under the same
process.
agreement as applied to other commercial deposits and shall be subject to Bank's then
current funds availability schedule.
Transmission of Information
Bank shall transmit to Customer remittance information or other information received at
the Iockbox ("Lockbox Information") via secure electronic transmission. Customer
acknowledges that the Lockbox Information may include consumer information that is
confidential and may be subject to privacy laws and regulations, including unauthorized
access or breach notification regulations. Customer further acknowledges that Bank
has a duty to protect Lockbox Information and ensure that it is safely delivered to
Customer and that Bank has deemed secure electronic transmissions to be the safest
mechanism for delivery. If Customer elects to receive the Lockbox Information using
other delivery means including paper reports, CDs, DVDs, or other portable electronic
media, Customer acknowledges that such delivery means are outside the control of
Bank and agrees to assume all risk, and hold Bank harmless from, any obligations,
liability or losses that results from the nonreceipt, disclosure, dissemination, alteration or
unauthorized access of the Lockbox Information.
Retail Lockbox Processing
Bank is authorized to open each envelope and remove the contents, disregarding all
notations and other marks on the envelopes. Bank shall not examine checks or other
items with respect to payee names, check dates and check signatures. Bank is not
required to retain remittance envelopes or forward them to the Customer. Bank will
disregard any restrictive notation on any check, including but not limited to "paid in full",
whether preprinted or handwritten, and shall treat any such check as though such
language did not appear thereon. Bank will process, endorse and deposit remittances
in accordance with its standard procedures. If Bank is unable to determine the amount
of a check, such check will be forwarded to Customer as non-processable. Bank will
deliver miscellaneous enclosures, non-processable transactions and remittance data in
accordance with the Implementation Documents. Payment coupons and envelopes
submitted to Bank for processing must meet the specifications designated by Bank from
time to time. All changes in coupon and return envelope design are subject to prior
testing and approval by Bank. Bank may adjust the price for processing Customer's
payments if changes are made to Customer's coupons and/or envelopes (including
coupon scan line configuration) without such prior approval.
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7. Wholesale Lockbox Processing
Bank is authorized to remove and examine the contents of each envelope in
accordance with Bank's wholesale lockbox servicing guidelines and shall observe the
following guidelines provided in this Section. Bank shall capture, format and send
remittance data to Customer via information reporting or data transmission in
accordance with the Implementation Documents. Customer shall not use any form of
prepaid business reply mail envelopes for its lockbox remittances and shall review any
proposed envelope changes with Bank prior to use.
Check Date. Bank will not examine any checks or other items with respect to check
dates.
Check Amount. If Bank is unable to determine the amount of a check, such check
will be forwarded unprocessed to Customer as an exception.
Payee.
Checks made payable to the acceptable payees listed
in
the
Implementation Documents or any reasonable derivation thereof are acceptable for
deposit. Checks made payable to others will be returned by Bank as exceptions.
Missing Signature. In the absence of a signature, Bank will process the check.
Exceptions. If a check is treated as an exception, it will be forwarded by Bank to
Customer with the remittance data, and not deposited or otherwise reflected in the
account of Customer.
Correspondence. Any correspondence, invoices and miscellaneous enclosures
which are included with a payment, as well as any envelope that does not contain a
check, will be returned to Customer.
Notation. Customer agrees that Bank shall disregard any notation on a check
containing "paid in full" or other restrictive notation, whether preprinted or handwritten,
and treat any such check as though such notation did not appear thereon.
N. RETAIL LOCKBOX CHECK CONVERSION SERVICES
U.S. Bank's Retail Lockbox Check Conversion ("RLCC") services provides Customer
with the services necessary to convert eligible check payments received within U.S.
Bank's retail lockbox into ACH Entries or other check collection mechanisms. Customer
agrees that RLCC services shall be governed by this Section and other relevant
sections of this Agreement.
1. Processing Options
Depending on current technological availability and the processing options selected by
Customer, checks received from Payor Customers at Customer's designated U.S. Bank
lockbox will be processed via ACH, original paper check presentment, or captured into
Check Images and/or MICR Data. Bank may seek to collect such Check Images and/or
MICR Data through the check collection system by presenting or exchanging Check
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Images and/or MICR Data, or using Check Images and/or MICR Data to create a
Substitute Check, a Demand Draft or a Photo-In-Lieu ("PIL") for collection.
2. Definitions
"ACH Entry" means an ARC or other ACH check conversion debit entry originated
to debit funds from a Payor Customer's account at a financial institution in accordance
with the Operating Rules of the National Automated Clearing House Association
("NACHA").
"Check Image" means an electronic image of an original paper check or an
electronic image of a Substitute Check that is created by Bank or another bank or
depository institution in the check collection system.
"Electronic Deposit" means electronic information (including Check Images, MICR
Data, dollar amount or ACH Entry information) obtained from capturing information
from an original paper check and related remittance documentation.
"MICR Data" means information from the Magnetic Ink Character Recognition
stylized printing on the bottom of checks comprising of routing, transit, account and
check serial numbers.
"Payor Customers" means clients and/or customers of Customer that send checks
to Customer's lockbox for payment of obligations owed to Customer.
"Photo-In-Lieu Instrument" or "PIL" means a copy of an original paper check, other
than a Substitute Check, created from a Check Image.
"Remotely-Created Demand Draft" or "Demand Draft" means a paper item, other
than a Substitute Check or PIL, that (i) is drawn on a Payor Customer account, (ii)
does not bear the signature of the Payor Customer, and (iii) is authorized by the Payor
Customer to be issued in the amount for which the item is drawn.
"RLCC services" means the Retail Lockbox Check Conversion services as
described in this Agreement.
"RLCC system" means Bank's retail lockbox computer systems and databases.
"Substitute Check" means a paper check document that meets the definition of a
"substitute check" in the Check Collection for the 2? Century Act as implemented by
Regulation CC of the Federal Reserve Board.
"Transaction Data" means any information obtained from Payor Customer's checks,
Check Images, remittance slips, including without limitation, MICR Data, check
amount, Payor Customer address or check number.
3. Customer Authorizations and Notifications
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Customer shall adhere to any and all applicable clearinghouse, local, state, or federal
laws, rules or regulations, including but not limited to, obtaining all necessary consents
and authorizations from, and/or providing all necessary disclosures and notifications to,
its Payor Customers concerning the creation and use of the Payor Customers' checks
or any other use of Transaction Data by Customer or Bank, and the conversion of Payor
Customers' checks or check information to ACH Entries and/or Check Images (including
subsequent Substitute Checks, Demand Drafts or PILs created from such Images).
Customer is solely responsible for ascertaining the content, method, and frequency of
any required authorizations and notifications.
4. Determination of Items Eligible for ACH Processing
Only original paper checks that qualify as a source document may be converted to an
ACH Entry under NACHA Rules. Customer or its agent is responsible for providing and
updating Bank with current information on those Payor Customers that have opted-out
of ACH check conversion. Customer or its agent shall provide this opt-out information to
Bank in a timely manner and in the appropriate MICR Data format that includes correct
MICR line spacing and other technical details per Bank's requirements, so as to allow
Bank to rely on this information prior to processing the checks. If Customer has
selected a processing option that uses ACH Entries to collect payments from Payor
Customers, Bank will apply certain automated internal edits and screens to determine
whether the original paper check is a source document that qualifies for conversion to
an ACH Entry. Customer acknowledges and agrees that Customer is the Originator of
such ACH Entries under NACHA Rules regardless of whether Customer or Bank
initiates the ACH Entry into the payment system. Bank shall have no liability to
Customer or any other person in the event that a Payor Customer's check or check
information is processed or converted by Bank to an ACH Entry, Check Image,
Substitute Check, Demand Draft or PIL, and such check or check information was not
eligible for any reason for processing as, or conversion to, such an item.
5. Processing of Checks
Bank shall image all checks that are mailed to Customer's lockbox and shall
process checks based on the processing options selected by Customer. Bank shall
send Customer a file containing information on all payments that have posted to
Customer's lockbox account. Customer acknowledges that current image technology
may not capture all security features (e.g. watermarks) contained in the original paper
checks, and agrees to assume any and all losses resulting from claims based on
security features that do not survive the image process.
Bank shall not be liable to Customer for (i) electronically converting checks for
which Payor Customers had electronically opted-out and for which Customer or its
agent did not provide Bank with timely or accurate MICR Data formatting
requirements; and (ii) for failure to electronically process checks if such processing
would violate this Agreement, or any other agreement between Customer and Bank.
6. Collection of Checks
Bank may in its sole discretion determine the manner in which Bank will seek to collect
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a check received at Customer's lockbox. Without limiting the generality of the preceding
sentence, Bank may, at its option: (i) present or transfer a Check Image or MICR Data
to the paying bank, a Federal Reserve Bank, image share/exchange network, or other
collecting bank; (ii) create a Substitute Check, a Demand Draft or a PIL from the Check
Image and/or MICR Data and collect such item, or (iii) collect the original paper check.
7. Returns
Customer agrees that Bank may charge the account of Customer for any and all
returned items and ACH Entries, including a returned Check Image, a returned
Substitute Check or a returned Demand Draft or PIL that relates to the original paper
check.
Bank will provide Customer with a report of Check Images, paper items (which may
include Substitute Checks, Demand Drafts or PILs) and ACH Entries that are returned.
If Bank receives a Check Image as a return, Bank may provide Customer with: (i) a
report of returned Check Images, or (ii) Substitute Checks or other copies created
from the returned Check Images. Bank is not obligated to produce a Substitute Check
from a returned Check Image.
If Customer elects to have its returned paper items directed to another financial
institution or entity apart from Bank, Bank shall not be liable for any late returned
items. Customer shall indemnify and hold Bank harmless from and against, any
liability, loss or damage (including attorneys' fees and other costs incurred in
connection therewith) relating to or arising out of any late returned item, including
those claimed or incurred under Regulation CC of the Board of Governors of the
Federal Reserve System ("Regulation CC") or for any breach of warranty claim.
8. Representment of Returns
If an ACH Entry is returned because the original paper check was ineligible as a
source document for the ACH Entry, Bank shall use reasonable efforts to collect the
check related to the ACH Entry by presenting the original paper check (if not
destroyed) or creating, in Bank's sole discretion, a Substitute Check, a Demand Draft
or a PIL from the image of the original paper check. Customer represents and
warrants to Bank that Customer has obtained
all necessary and appropriate
authorizations from its Payor Customers for Bank to create, and present for payment
to Payor Customer's financial institution, any such Substitute Check, Demand Draft or
PIL.
In the event the original paper check is required for representment in order to
collect a returned Check Image, ACH Entry, Substitute Check, Demand Draft or PIL,
Customer shall attempt to obtain a replacement check, or otherwise collect from the
Payor Customer, if the original paper check has been destroyed.
9. Storage of Check Images
Bank shall store Check Images, MICR Data and ACH Entry information on the RLCC
system or other similar system, and shall make Check Images, MICR Data or ACH
73
Entry information available to Customer according to the fee schedule. Customer may
purchase internet access, CDs, DVDs or file transmission, if available, of Check
Images, MICR Data or ACH Entry information, at the price outlined in the fee schedule.
Customer is solely responsible for safeguarding the security and confidentiality of,
Transaction Data, Check Images and other information that is stored on, printed or
downloaded from, the internet, CDs, DVDs, other portable media, file transmissions, or
Customer's computer systems. If RLCC services are terminated, Bank will retain Check
Images, MICR Data or ACE-I Entry information for the duration required under MACHA
Rules or applicable law.
Substitute Check Received for Deposit
Bank reserves the right to reject the deposit of a Substitute Check that was created by
another financial institution, Customer, Payor Customers or any other person.
No Authorization to Create Substitute Checks
Customer agrees that Customer and any of its agents may not use the Check Images
created by, or stored in, the RLCC system or other similar system, CDs or DVDs, or
otherwise transmitted to Customer, to print a Substitute Check for any reason.
Representations and Warranties
With respect to each original paper check, Check Image or Electronic Deposit,
Customer is deemed to make to Bank any representation or warranty that Bank makes,
under applicable law, clearinghouse rule, Federal Reserve Operating Circular, bi-lateral
agreement or otherwise, to any person (including without limitation a collecting bank, a
Federal Reserve Bank, a Receiving Depository Financial Institution, a paying bank, a
returning bank, the drawee, the drawer, any endorser, or any other transferee) when
Bank transfers, presents or originates the original paper check, Electronic Deposit or
Check Image, or a Substitute Check, Demand Draft, PIL or ACH Entry created from that
Check Image or MICR Data.
Customer Responsibility
With respect to each original paper check, Check Image or Electronic Deposit,
Customer will not hold Bank liable for any loss suffered by Customer as a result of (a)
from Customer's breach of a representation or warranty as set forth in Section IV. N.
12. above, (b) as a result of any act or omission of Bank in the capturing, creation or
transmission of the Check Image or Electronic Deposit, including without limitation the
encoding of the MICR Data from the original paper check; (c) from any duplicate,
fraudulent or unauthorized check, Check Image, MICR Data, Substitute Check,
Demand Draft, PIL or ACH Entry; or (d) for any loss caused by Bank's creation of a
Check Image, MICR Data, Substitute Check, Demand Draft, PIL or ACH Entry instead
of presentment of the original paper check; or (e) from any other act or omission
arising out of Bank's action or inaction taken pursuant to any request by Customer or
pursuant to this Agreement. To the extent not prohibited by law including Colorado
Constitution, Art. Xl, § 1, C.R.S. § 29-1-110, and CR5. § 24-10-101, et seq. --Bank
will not be liable to third parties for losses related to Section IV.N.13. This provision
does not suggest that Customer shall be liable to any third party for losses related to
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Section IV.N.13, and this provision does not constitute a waiver, express or implied, of
any defense Customer may have, but for this provision, to any claim brought against
Customer by any third party. This Section IV.N13. shall survive termination of the
Agreement.
Rules Applicable to Collection of Checks
Customer acknowledges and agrees that an original paper check, Check Image, MICR
Data, Substitute Check, Demand Draft or PIL may, in the sole discretion of Bank, be
collected through one or more check clearinghouses, one or more Federal Reserve
Banks, or an agreement with another financial institution or image share/exchange
network. In such cases, the original paper check, Check Image, MICR Data, Substitute
Check, Demand Draft or PIL is subject to the rules of that clearinghouse, Federal
Reserve Bank, or image share/exchange network or financial institution agreement.
Accuracy and Timeliness of RLCC services
Performance of the RLCC services may be affected by external factors such as
communication networks latency, mail delays and other factors beyond Bank's control.
Bank will use reasonable efforts to provide the RLCC services in a prompt fashion, but
shall not be liable for temporary failure to provide the RLCC services in a timely manner.
Information with respect to all transactions is provided solely for Customer's
convenience, and Customer shall have no recourse to Bank as to use of such
information.
0. RETURNED CHECK MANAGEMENT
If selected by Customer and agreed to by Bank, Customer may direct that checks
deposited by Customer at multiple bank locations and which are returned by the drawee
bank(s) ("Returned Items"), be processed by Bank regardless of the identity of the bank
of first deposit. Customer agrees that this Service shall be governed by this Section
IV.O, and all other relevant sections of this Agreement.
Returned Items
All checks deposited by Customer shall have been endorsed by Customer using a form
of endorsement and routing number(s) prescribed by Bank directing that all Returned
Items be sent to Bank. Upon receipt of any Returned Items (which may include the
original, replacement paper document, or electronic image, of such Returned Items),
Bank will process them as consolidated returned items and charge Customer's
designated account. Customer acknowledges that the success of items processed via
Returned Check Management is dependent on the quality, consistency and location of
the routing information and endorsement stamp placed by Customer. All uncollected
Returned Items shall be forwarded by Bank to Customer as described in the
Implementation Documents.
Redeposited Returned Items
Upon Customer's request, Bank will automatically redeposit checks returned unpaid due
to insufficient funds. Customer has a right to be notified whenever a check Customer
deposits is returned unpaid. To simplify collection of these items, Customer agrees to
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waive this right of notification for redeposited items. If these items are returned a
second time, Customer will receive a standard notification together with the original,
replacement paper document, or electronic image, of the Returned Items. Bank
reserves the right to place a hold on any redeposited Returned Item.
Adjustments.
Customer shall not receive provisional credit if Customer's adjustment request is
received by Bank fifteen (15) days past the initial return date that the Returned Item
posted to the account. (In the case of a duplicate Returned Item, the 15 days runs from
the date of posting of the first Returned Item). For these adjustment requests, Bank
shall provide Customer with credit only upon Bank's receipt of credit from the Federal
Reserve or from another financial institution.
Reporting; Fees and Charges
Bank shall provide Customer with Returned Item activity reports using the reporting
method described in the Implementation Documents. The fees and charges assessed
by Bank for processing Returned Items are described in the Implementation Documents
or in the fee schedules provided by Bank to Customer.
Late Returns
Bank will not submit any late return claims for Returned Items, unless requested by
Customer and subject to the late return fees described in the Implementation
Documents or in the fee schedules provided by Bank to Customer, as set forth in
Exhibit A. Bank will not give preliminary credit to Customer for any late return claims.
If any late return claim is accepted, Bank shall credit Customer's designated account, as
soon as, but not before, the funds relating to such late return claim are made available
to Bank by the financial institution to which said late return claim was made. Customer
will not hold Bank liable for its treatment of any late Returned Item. To the extent not
prohibited bylaw--including Colorado Constitution, Art. XI, § 1, C.R.S. § 29-1-110, and
C.R.S. § 24-1 0-1 01, S seq. Bank will not be liable to third parties for losses related to
Bank's treatment of any late Returned Item. This provision does not suggest that
Customer shall be liable to any third party for losses related to Bank's treatment of any
late Returned Item, and this provision does not constitute a waiver, express or implied,
of any defense Customer may have, but for this provision, to any claim brought against
Customer by any third party
Misrouted Items
From time to time, Returned Items may be routed by the drawee banks to the bank of
first deposit. Customer shall provide all of its banks of first deposit with instructions, in a
form acceptable to Bank, describing the procedures for re-directing misrouted items to
Bank.
Electronic Return Services
National Automated Clearinghouse Association .("NACHA') Rules allows Customer to
utilize ACH to electronically collect certain checks that have been returned unpaid for
insufficient funds. In the event that Customer, Bank or its third party vendor initiates an
76
ACH entry on Customer's behalf for check collection purposes ("RCK Entry") on
Returned Items, Customer agrees that such RCK Entry will comply with all relevant
provisions of this Agreement and NACHA Rules. Customer shall provide clear and
conspicuous notice of its electronic check representment policy at the time the check is
initially presented to Customer.
8. Collection Fee Services
Customer may request that Bank or its third party vendor collect Returned Item fees on
Customer's behalf. Customer agrees to comply with all relevant provisions of this
Agreement and all applicable laws, rules and regulations governing collection fees,
including but not limited to, the Fair Debt Collection Practices Act and NACHA Rules. If
Customer elects to collect Returned Item fees via ACH, Customer makes the following
representations and warranties regardless of which party initiates the ACH entry on its
behalf:
Customer has obtained the consumer's authorization to collect Returned Item fees
and has provided the consumer with an electronic or hard copy of the authorization.
The authorization (i) is signed by the consumer and the signature stands alone and
relates to the authorization language; (ii) is identifiable as an ACH debit authorization
and clearly and conspicuously states its terms, (Hi) contains information about how the
consumer may revoke the authorization; and (iv) if stamped on the back of the check,
is in the endorsement space provided.
Customer shall retain the original or microfilm copy of the authorization for two
years from the termination or revocation of the authorization.
9. Customer Authorizations
Customer authorizes (i) Bank to disclose to its third party vendor information concerning
Customer to the extent required to deliver the requested Services; (ii) Bank or its third
party vendor to debit or credit Customer's accounts to perform the Services hereunder;
and (iii) Bank or its third party vendor to initiate RCK Entries, or collect Returned Item
fees, on Customer's behalf in the event Customer selects Electronic Return Services or
Collection Fee Services.
10. Compliance with Law
Customer will abide by all applicable law, regulations and operating rules, including
without limitation, the NACHA Rules, and Customer will not hold Bank liable for any loss
suffered by Customer as a result of Customer's failure to comply with applicable law,
regulations, and operating rulea. To the extent not prohibited by law
including
Colorado Constitution, Art. Xl, § 1, C.R.S. § 29-1-110, and C.R.S. § 24-10-101, et seq. -
- Bank will not be liable to third parties for losses caused by Customer's failure to
comply with applicable law, regulations, and operating rules. This provision does not
suggest that Customer shall be liable to any third party for losses related to losses
caused by Customer's failure to comply with applicable law, regulations, and operating
rules, and this provision does not constitute a waiver, express or implied, of any defense
77
Customer may have, but for this provision, to any claim brought against Customer by
any third party
P. COMMERCIAL SWEEP ACCOUNTS - LOAN OPTION
A. Definitions
"Account" means Customer's deposit account at Bank which Customer has
designated as being covered by the Services described herein.
"Available Funds" means the total of the collected funds in the Account as of the
close of business on any Business Day, determined in accordance with the manner in
which Bank generally provides credit for deposited checks.
"Business Day" means any day other than a Saturday or Sunday on which Bank is
open to the public for carrying on substantially all of its banking functions.
"Credit" means any loan arrangement which is designated as a line of credit where
Bank has agreed will be subject to the Services described herein.
"Credit Agreement" means any loan agreement, promissory note, guaranty or other
agreement, instrument or document which evidences, secures or guarantees the Credit.
"Deficiency Amount" means the amount by which the Target Balance exceeds the
amount of Available Funds as of the close of business on any Business Day.
"Event of Insolvency" means any of the following: (i) Customer or Guarantor shall die
or cease to exist; (ii) any Guarantor shall attempt to revoke its guaranty or other
obligation to Bank, or such guaranty or other obligation shall become unenforceable in
whole or in part; (iii) any bankruptcy, insolvency or receivership proceeding, or any
assignment for the benefit of creditors, shall be commenced under any Federal or state
law by or against Customer or any Guarantor; (iv) Customer or any Guarantor shall
become the subject of any out-of-court settlement with its creditors; or (v) Customer or
any Guarantor is unable or admits in writing its inability to pay its debts as they mature.
"Excess Funds" means the amount of Available Funds as of the close of business on
any Business Day which exceeds the Target Balance.
"Guarantor" means any guarantor, surety, accommodation party or joint obligor of the
obligations of Customer under the Credit.
"Target Balance" means that amount of funds which Customer desires to maintain in
the Account and which is mutuaily agreeable to Bank and Customer from time to time.
"Transaction" means either a Loan Transaction or a Repayment Transaction.
B. Initiation of Transactions
1. As of the close of business on each Business Day, Bank will determine the amount of
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Excess Funds, if any. If Bank determines that there are Excess Funds, Bank will debit
the Account and credit the Credit in an amount equal to the lesser of (i) the amount of
Excess Funds or (ii) the outstanding principal balance of the Credit plus all interest, fees
and charges then outstanding under the Credit (a "Repayment Transaction"); provided,
however, that Bank will not be required to initiate any Repayment Transaction in an
amount less than a minimum sum mutually agreeable to Bank and Customer.
Customer grants Bank a security interest in and right of set-off with respect to the
Account for purposes of effecting Repayment Transactions.
As of the close of business on each Business Day, Bank will determine the
Deficiency Amount, if any. If Bank determines that there is a Deficiency Amount, Bank
will charge the Credit in an amount equal to the lesser of: (i) the amount by which such
available balance is less than the Target Balance or (ii) the amount which is available to
be borrowed under the Credit (the lesser of such amounts being referred to as the
"Loan Amount"), plus the amount of any fees and charges under the Credit, and credit
the Account in an amount equal to the Loan Amount (a "Loan Transaction"); provided,
however, that Bank will not be required to initiate any Loan Transaction in an amount
less than a minimum sum mutually established by Bank, and Bank will not be required
to initiate any Loan Transaction if any default exists under any Credit Agreement or
these Terms and Conditions or Bank is otherwise excused or prohibited under any
Credit Agreement or applicable law from making an advance to Customer. In addition,
Bank will not be required to initiate any Loan Transaction, and the Services hereunder
shall immediately and automatically terminate without notice, if: (A) the Credit has
matured or been terminated; (B) Customer has cancelled the Credit; (C) an Event of
Insolvency has occurred; or (D) Bank has demanded payment under the Credit.
If Bank has agreed to provide any other service to Customer pursuant to which Bank
is
authorized to transfer Excess Funds from the Account,
(i)
these Terms and
Conditions shall prevail over the terms and conditions of such other service, (ii) Bank
may initiate a Repayment Transaction or Loan Transaction under these Terms and
Conditions in lieu of or prior to initiating the transfer of Excess Funds under such other
service and (iii) Bank shall not be in default as to such other service solely by reason of
not initiating the transfer of Excess Funds under such other service.
Overdrafts
Bank may debit the Account as set forth in Section 1 above, even though, subsequent
to such debit, and as a result of additional transfers or withdrawals from the Account,
the return of checks unpaid, or any other cause, the Account becomes overdrawn. In
such event, Customer will be assessed Bank's then prevailing charges for overdrafts.
Ordinary Course
Customer and Bank intend that each Repayment Transaction hereunder be (a) in the
ordinary course of business or financial affairs of Customer and Bank and (b) made
according to ordinary business terms.
Q. COMMERCIAL SWEEP ACCOUNTS - INVESTMENT OPTION
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NOTICE: THE INVESTMENT OPTIONS OFFERED BY BANK UNDER THE
COMMERCIAL SWEEP ACCOUNT ARE NOT DEPOSITS, ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, ARE NOT OBLIGATtONS
OF, OR GUARANTEED BY, THE UNITED STATES GOVERNMENT OR ANY
AGENCY OR INSTRUMENTALITY THEREOF, U.S. BANK, OR ANY OF ITS
AFFILIATES, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF
PRINCIPAL OF THE AMOUNT INVESTED. IN ADDITION, AN INVESTMENT IN A
MONEY MARKET MUTUAL FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S GOVERNMENT AND THERE IS NO ASSURANCE THAT THE FUND WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
1. General Terms Applicable to All Investment Options
If a Commercial Sweep Account Investment Option has been requested and agreed
to by Bank, Customer authorizes Bank to transfer funds on a manual or automated
basis to and from the demand deposit account ("DDA") and investment device
selected by Customer. Funds will be transferred between the accounts so that: (a) to
the extent funds are available in either account, Customer's DDA maintains an
average collected balance equal to a pre-established balance (Peg Balance"); and (b)
any collected funds in the DDA that exceed the Peg Balance are invested by Bank as
directed by Customer in accordance with this Agreement. Amounts invested in money
market mutual funds, including investment income, will be liquidated and credited back
to the DDA as needed so that the average collected balance of Customer's DDA
equals the Peg Balance. Amounts invested in other investment options, including
interest or other investment income, will be credited back to the DDA upon maturity.
Bank may limit the amount of excess collected funds that it will invest on behalf of
Customer on any particular Business Day. Bank may also impose a maximum
redemption amount to bring the DDA to the Peg Balance on a particular Business
Day. If Customer's Investment Option is not available on a given Business Day, then
all excess funds will remain in the DDA until the next Business Day.
Bank is authorized to accept verbal instructions, including telephone instructions,
from Customer representatives, as designated in acciordance with Section 11.9., for the
transfer of funds between Bank and Customer and between Customer's accounts.
Bank may rely on any instructions received from Customer that it reasonably believes
to be genuine.
Bank is authorized to execute as Agent for Customer all certificates of ownership
and other instruments required by law or by contract. Bank shall not be accountable
for errors in judgment but only for gross negligence or willful misconduct. Bank shalt
not be required to comply with any direction of Customer which in Bank's judgment,
may subject it to liability or to defend or prosecute any suit or action unless
indemnified in a manner and amount satisfactory to it.
Customer may, by written instrument executed by Customer and delivered to Bank,
terminate this Service and withdraw from the account the principal and accumulated
income upon paying all sums due to Bank and indemnifying Bank to its satisfaction
80
against liabilities incurred in the administration of the account.
e. Bank will act as agent to invest on the order and for the benefit of Customer. The
Services described herein are provided by Bank to Customer solely as bona tide
treasury management services. Bank does not undertake any fiduciary obligation to
Customer with respect to these services. Bank's duties to act for Customer hereunder
are solely mechanical and administrative in nature.
2. Investment Options
a. Repurchase Agreements
Terms. If Customer chooses to invest excess funds in repurchase agreements,
Customer and Bank agree to be bound by the Master Repurchase Agreement with
If Customer's investments in repurchase agreements exceed its typical
investment amount by TEN MILLION DOLLARS ($10 million) or more on a given
Business Day, Customer agrees to notify Bank by providing sufficient advance
notice to allow Bank to adequately collateralize the investments. Bank will
exercise reasonable efforts to invest the entire amount but cannot guarantee full
investment under these circumstances. If Customer fails to notify Bank in advance
Bank.
or if Bank is unable to invest any or all of the additional funds in repurchase
agreements, Customer agrees that Bank may be required to withhold or withdraw
any interest that may have been previously paid.
Confirmations. After each repurchase transaction, Bank will deliver to Customer
(via mail, fax, email, or other electronic means, including without limitation, posting
to a password protected website) a confirmation ("Confirmation") describing any
information required by applicable law, and any other terms and information which
Bank may include at its discretion. The information contained in the Confirmation
shall be considered true and correct and conclusively binding unless Customer
notifies Bank of any error therein within three (3) business days after the date the
Confirmation is mailed, faxed, emailed, personally delivered to Customer or sent
via other electronic means, including without limitation, posting to a password
protected website . If Customer elects to receive Confirmations electronically,
Customer acknowledges and agrees that Customer will no longer receive
Confirmations by mail. If Customer desires to discontinue receiving Confirmations
electronically, Customer shall provide written notice to Bank, whereupon Bank
shall resume delivering mailed Confirmations.
b. Eurodollar Investments
(i) Terms. If Customer chooses to invest excess funds in Eurodollars, Bank is
authorized to sweep excess funds from Customer's DDA into overnight Eurodollar
time deposits at the Cayman Islands branch of Bank. The minimum amount that
may be swept pursuant to this option is ONE HUNDRED THOUSAND DOLLARS
($100,000). Excess funds less than ONE HUNDRED THOUSAND ($100,000) in a
given business day will not be invested unless otherwise agreed by Bank.
Customer's Eurodollar investments may be registered in the name of Bank's
nominee or nominees. Earnings in Eurodollar investments shall be credited to
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Customer's DDA on a daily basis.
(ii) IMPORTANT DISCLOSURES REGARDING CAYMAN ISLAND DEPOSITS.
CAYMAN ISLAND DEPOSITS ARE NOT INSURED BY THE FEDERAL DEPOSIT
IN THE EVENT OF THE FAILURE AND
INSURANCE CORPORATION.
LIQUIDATION OF BANK, THE PROCEEDS OF SUCH LIQUIDATION WILL BE
APPLIED TO THE CAYMAN DEPOSIT, IF AT ALL, ONLY AFTER PAYMENT OF
ALL INSURED AND UNINSURED DOMESTIC DEPOSITS OR BANK, AND THE
CAYMAN DEPOSIT WILL SHARE IN ANY REMAINING PROCEEDS OF
LIQUIDATION WITH OTHER NON-DOMESTIC DEPOSITS AND CERTAIN
GENERAL CREDITORS OF BANK. CUSTOMER ASSUMES ALL RISK OF LOSS
ARISING FROM ANY ACTION TAKEN WITH RESPECT TO THE CAYMAN
DEPOSIT BY THE GOVERNMENT OF THE CAYMAN ISLANDS OR ANY
SOVEREIGN OR MILITARY POWER (DE FACTO OR DE JURE).
c. Mutual Funds
Terms. If Customer chooses the Mutual Fund sweep option, excess funds will be
invested in the First American fund offered for this service. Bank affiliates serve as
investment advisor, custodian, transfer agent, and accounting services agent and
receive compensation for such services as disclosed in the prospectus for the
selected fund.
Customer Acknowledgments. BY ACCEPTING THIS SERVICE, CUSTOMER
HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE
PROSPECTUS OF ANY DESIGNATED FUND.
CUSTOMER FURTHER
ACKNOWLEDGES THAT BANK IS NOT PROVIDING ANY INVESTMENT
ADVICE HEREIN TO CUSTOMER AND MAKES NO REPRESENTATION OR
WARRANTY AS TO THE SUITABILITY OR SAFETY OF THE INVESTMENTS IN
ANY FUND OFFERED UNDER THIS SERVICE.
d. Commercial Paper. If Customer chooses the Commercial Paper sweep option,
excess funds shall be invested in an unsecured short-term promissory note issued by
Bank. At the end of each Business Day, excess funds are automatically transferred
from Customers' DDA into a sweep account that invests in overnight commercial
paper. The minimum amount that may be swept pursuant to this option is TWENTYFIVE THOUSAND DOLLARS ($25,000). Excess funds less than TWENTY-FIVE
THOUSAND DOLLARS ($25,000) on a given business day will not be invested in the
Commercial Paper sweep.
R. MASTER REPURCHASE AGREEMENT (MRA)
1. Applicability
From time to time the parties hereto may enter into transactions in which one party
("Seller") agrees to transfer to the other ("Buyer") securities or other assets ("Securities")
against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to
transfer to Seller such Securities at a date certain or on demand, against the transfer of
funds by Seller. Each such transaction shall be referred to herein as a "Transaction"
82
and, unless otherwise agreed in writing, shall be governed by this MRA.
2. Definitions
"Act of Insolvency", with respect to any party, (I) the commencement by such party
as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization,
liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking
the appointment or election of a receiver, conservator, trustee, custodian or similar
official for such party or any substantial part of its property, or the convening of any
meeting of creditors for purposes of commencing any such case or proceeding or
seeking such an appointment or election, (ii) the commencement of any such case or
proceeding against such party, or another seeking such an appointment or election, or
the filing against a party of an application for a protective decree under the provisions
of the Securities Investor Protection Act of 1970, which (A) is consented to or not
timely contested by such party, (B) results in the entry of an order for relief, such an
appointment or election, the issuance of such a protective decree or the entry of an
order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by
such party of a general assignment for the benefit of creditors, or (iv) the admission in
writing by such party of such party's inability to pay such party's debts as they become
due;
"Additional Purchased Securities", Securities provided by Seller to Buyer pursuant
to Section IV.R. 4. a. hereof;
"Buyer's Margin Amount", with respect to any Transaction as of any date, the
amount obtained by application of the Buyer's Margin Percentage to the Repurchase
Price for such Transaction as of such date;
"Buyer's Margin Percentage", with respect to any Transaction as of any date, a
percentage (which may be equal to the Seller's Margin Percentage) agreed to by
Buyer and Seller or, in the absence of any such agreement, the percentage obtained
by dividing the Market Value of the Purchased Securities on the Purchase Date by the
Purchase Price on the Purchase Date for such Transaction;
"Confirmation", the meaning specified in Section IV.R. 3.b. hereof;
"Income", with respect to any Security at any time, any principal thereof and all
interest, dividends or other distributions thereon;
"Margin Deficit", the meaning specified in Section IV.R. 4.a. hereof;
"Margin Excess", the meaning specified in Section IV.R. 4.b. hereof;
"Margin Notice Deadline", the time agreed to by the parties in the relevant
Confirmation, or otherwise as the deadline for giving notice requiring same day
satisfaction of margin maintenance obhgations as provided in Section IV.R. 4. hereof
(or,
in the absence of any such agreement, the deadline for such purposes
83
established in accordance with market practice);
j. "Market Value", with respect to any Securities as of any date, the price for such
Securities on such date obtained from a generally recognized source agreed to by the
parties or the most recent closing bid quotation from such a source, plus accrued
Income to the extent not included therein (other than any Income credited or
transferred to, or applied to the obligations of, Seller pursuant to Section IV.R. 5
hereof) as of such date (unless contrary to market practice for such Securities);
K. "Price Differential", with respect to any Transaction as of any date, the aggregate
amount obtained by dily application of the Pricing Rate for such Transaction to the
Purchase Price for such Transaction on a 360 day per year basis for the actual
number of days during the period commencing on (and inc(uding) the Purchase Date
for such Transaction and ending on (butexcluding) the date of determination (reduced
by any amount of such Price Differential previously paid by Seller to Buyer with
respect to such Transaction);
I.
"Pricing Rate", the per annum percentage rate for determination of the Price
Differential;
rn. "Prime Rate", the prime rate of U.S. commercial banks as published in The Wall
Street Journal (or, if more than one such rate is published, the average of such rates);
"Purchase Date", the date on which Purchased Securities are to be transferred by
Seller to Buyer;
"Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities
are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller
agree otherwise, such price increased by the amount of any cash transferred by Buyer
to Seller pursuant to Section IV.R. 4.b. hereof and decreased by the amount of any
cash transferred by Seller to Buyer pursuant to Section IV.R. 4.a. hereof or applied to
reduce Seller's obligations under clause (ii) of Section IV.R. 5. hereof;
"Purchased Securities", the Securities transferred by Seller to Buyer in a
Transaction hereunder, and any Securities substituted therefor in accordance with
Section IV.R.9. hereof.
The term "Purchased Securities" with respect to any
Transaction at any time also shall include Additional Purchased Securities delivered
pursuant to Section IV.R.4.a. hereof and shall exclude Securities returned pursuant to
Section IV.R.4.b. hereof;
"Repurchase Date", the date on which Seller is to repurchase the Purchased
Securities from Buyer, including any date determined by application of the provisions
of Section IV.R. 3.c. or Section IV.R.11. hereof;
r 'Repurchase Price", the price at which Purchased Securities are to be transferred
from Buyer to Seller upon termination of a Transaction, which will be determined in
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each case (including Transactions terminable upon demand) as the sum of the
Purchase Price and the Price Differential as of the date of such determination;
"Seller's Margin Amount", with respect to any Transaction as of any date, the
amount obtained by application of the Seller's Margin Percentage to the Repurchase
Price for such Transaction as of such date;
'Seller's Margin Percentage", with respect to any Transaction as of any date, a
percentage (which may be equal to the Buyer's Margin Percentage) agreed to by
Buyer and Seller or, in the absence of any such agreement, the percentage obtained
by dividing the Market Value of the Purchased Securities on the Purchase Date by the
Purchase Price on the Purchase Date for such Transaction.
3. Initiation; Confirmation; Termination
An agreement to enter into a Transaction may be made orally or in writing at the
initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the
Purchased Securities shall be transferred to Buyer or its agent against the transfer of
the Purchase Price to an account of Seller.
Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as
shall be agreed, shall promptly deliver to the other party a written confirmation of each
Transaction (a "Confirmation"). The Confirmation shall describe the Purchased
Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i)
the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the
Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price
applicable to the Transaction, and (v) any additional terms or conditions of the
Transaction not inconsistent with this MRA. The Confirmation, together with this MRA,
shall constitute conclusive evidence of the terms agreed between Buyer and Seller
with respect to the Transaction to which the Confirmation relates, unless with respect
to the Confirmation specific objection is made promptly after receipt thereof. In the
event of any conflict between the terms of such Confirmation and this MRA, this MRA
shall prevail.
In the case of Transactions terminable upon demand, such demand shall be made
by Buyer or Seller, no later than such time as is customary in accordance with market
practice, by telephone or otherwise on or prior to the business day on which such
termination will be effective. On the date specified in such demand, or on the date
fixed for termination in the case of Transactions having a fixed term, termination of the
Transaction will be effected by transfer to Seller or its agent of the Purchased
Securities and any Income in respect thereof received by Buyer (and not previously
credited or transferred to, or applied to the obligations of, Seller pursuant to Section
IVR. 5. hereof) against the transfer of the Repurchase Price to an account of Buyer.
4. Margin Maintenance
a. If at any time the aggregate Market Value of all Purchased Securities subject to all
Transactions in which a particular party hereto is acting as Buyer is less than the
85
aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then
Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to
transfer to Buyer cash or additional Securities reasonably acceptable to Buyer
("Additional Purchased Securities"), so that the cash and aggregate Market Value of
the Purchased Securities, including any such Additional Purchased Securities, will
thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the
amount of any Margin Deficit as of such date arising from any Transactions in which
such Buyer is acting as Seller).
If at any time the aggregate Market Value of all Purchased Securities subject to all
Transactions in which a particular party hereto is acting as Seller exceeds the
aggregate Seller's Margin Amount for all such Transactions at such time (a "Margin
Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, at
Buyer's option, to transfer cash or Purchased Securities to Seller, so that the
aggregate Market Value of the Purchased Securities, after deduction of any such cash
or any Purchased Securities so transferred, will thereupon not exceed such aggregate
Seller's Margin Amount (increased by the amount of any Margin Excess as of such
date arising from any Transactions in which such Seller is acting as Buyer).
If any notice is given by Buyer or Seller under subparagraph a. or b. of this Section
IV.R. 4. at or before the Margin Notice Deadline on any business day, the party
receiving such notice shall transfer cash or Additional Purchased Securities as
provided in such subparagraph no later than the close of business in the relevant
market on such day. If any such notice is given after the Margin Notice Deadline, the
party receiving such notice shall transfer such cash or Securities no later than the
close of business in the relevant market on the next business day following such
notice.
Any cash transferred pursuant to this Section IV.R.4. shall be attributed to such
Transactions as shall be agreed upon by Buyer and Seller.
Seller and Buyer may agree, with respect to any or all Transactions hereunder, that
Section IV.R.4. the respective rights of Buyer or Seller (or both) under subparagraphs
a. and b. of this Paragraph may be exercised only where a Margin Deficit or Margin
Excess, as the case may be, exceeds a specified dollar amount or a specified
percentage of the Repurchase Prices for such Transactions (which amount or
percentage shall be agreed to by Buyer and Seller prior to entering into any such
Transactions).
t Seller and Buyer may agree, with respect to any or all Transactions hereunder, that
the respective rights of Buyer and Seller under subparagraphs a. and b. of this Section
lV.R.4. to require the elimination of a Margin Deficit or a Margin Excess, as the case
may be, may be exercised whenever such a Margin Deficit or Margin Excess exists
with respect to any single Transaction hereunder (calculated without regard to any
other Transaction outstanding under this MRA).
86
Income Payments
Seller shall be entitled to receive an amount equal to all Income paid or distributed on or
in respect of the Securities tht is not otherwise received by Seller, to the full extent it
would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the
parties may agree with respect to any Transaction (or, in the absence of any such
agreement, as Buyer shall reasonably determine in its discretion), on the date such
Income is paid or distributed either (i) transfer to or credit to the account of Seller such
Income with respect to any Purchased Securities subject to such Transaction or (ii) with
respect to Income paid in cash, apply the Income payment or payments to reduce the
amount, if any, to be transferred to Buyer by Seller upon termination of such
Transaction. Buyer shall not be obligated to take any action pursuant to the preceding
sentence (A) to the extent that such action would result in the creation of a Margin
Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or
Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an
Event of Default with respect to Seller has occurred and is then continuing at the time
such Income is paid or distributed.
Security Interest
Although the parties intend that all Transactions hereunder be sales and purchases and
not loans, in the event any such Transactions are deemed to be loans, Seller shall be
deemed to have pledged to Buyer as security for the performance by Seller of its
obligations under each such Transaction, and shall be deemed to have granted to
Buyer a security interest in, all of the Purchased Securities with respect to all
Transactions hereunder and all Income thereon and other proceeds thereof.
Payment and Transfer
Unless otherwise mutually agreed, all transfers of funds hereunder shall be in
immediately available funds. All Securities transferred by one party hereto to the other
party (i) shall be in suitable form for transfer or shall be accompanied by duty executed
instruments of transfer or assignment in blank and such other documentation as the
party receiving possession may reasonably request, (ii) shall be transferred on the book
entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other
method mutually acceptable to Seller and Buyer.
Segregation of Purchased Securities
To the extent required by applicable law, all Purchased Securities in the possession of
Seller shall be segregated from other securities in its possession and shall be identified
as subject to this MRA. Segregation may be accomplished by appropriate identification
on the books and records of the holder, including a financial or securities intermediary
or a clearing corporation. All of Seller's interest in the Purchased Securities shall pass
to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller,
nothing in this MRA shall preclude Buyer from engaging in repurchase transactions with
the Purchased Securities or otherwise selling, transferring, pledging or hypothecating
the Purchased Securities, but no such transaction shall relieve Buyer of its obligations
to transfer Purchased Securities to Seller pursuant to Section IV.R.3., Section IV.R.4. or
Section lV.R.11. hereof, or of Buyer's obligation to credit or pay Income to, or apply
87
Income to the obligations of, Seller pursuant to Section IV.R. 5. hereof.
Required Disclosure for Transactions in Which the Seller Retains Custody of the
Purchased Securities
Seller is not permitted to substitute other securities for those subject to this MRA and
therefore must keep Buyer's securities segregated at all times, unless in this MRA
Buyer grants Seller the right to substitute other securities. If Buyer grants the right to
substitute, this means that Buyer's securities will likely be commingled with Seller's own
securities during the trading day. Buyer is advised that, during any trading day that
Buy&'s securities are commingled with Seller's securities, they [wiIl]* [may]** be subject
to liens granted by Seller to [its clearing bankj* [third parties]** and may be used by
Seller for deliveries on other securities transactions. Whenever the securities are
commingled, Seller's ability to re-segregate substitute securities for Buyer will be
subject to Seller's ability to satisfy [the clearing]* [any]** lien or to obtain substitute
*
securities. Language to be used under 17 C.F.R. § 403.4(e) if Seller is a government
securities broker or dealer other than a financial institution. ** Language to be used
under 17 C.F.R. § 403.5(d) if Seller is a financial institution.
9. Substitution
Seller may, subject to agreement with and acceptance by Buyer, substitute other
Securities for any Purchased Securities. Such substitution shall be made by transfer
to Buyer of such other Securities and transfer to Seller of such Purchased Securities.
After substitution, the substituted Securities shall be deemed to be Purchased
Securities.
In Transactions in which Seller retains custody of Purchased Securities, the parties
expressly agree that Buyer shall be deemed, for purposes of subparagraph a. of this
Section IV.R.9., to have agreed to and accepted in this MRA substitution by Seller of
other Securities for Purchased Securities; provided, however, that such other
Securities shall have a Market Value at least equal to the Market Value of the
Purchased Securities for which they are substituted.
In the case of any Transaction for which the Repurchase Date is other than the
business day immediately following the Purchase Date and with respect to which
Seller does not have any existing right to substitute substantially the same Securities
for the Purchased Securities, Seller shall have the right, subject to the proviso to this
sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (New
York time) on such business day, to substitute substantially the same Securities for
any Purchased Securities; provided, however, that Buyer may elect, by the close of
business on the business day notice is received, or by the close of the next business
day if notice is given after 10 am (New York time) on such day, not to accept such
substitution. In the event such substitution is accepted by Buyer, such substitution
shall be made by Seller's transfer to Buyer of such other Securities and Buyer's
transfer to Seller of such Purchased Securities, and after such substitution, the
substituted Securities shall be deemed to be Purchased SecurIties. In the event
Buyer elects not to accept such substitution, Buyer shall offer Seller the right to
88
terminate the Transaction.
d. In the event Seller exercises its right to substitute or terminate under sub-paragraph
(c), Seller shall be obligated to pay to Buyer, by the close of the business day of such
substitution or termination, as the case may be, an amount equal to (A) Buyer's actual
cost (including all fees, expenses and commissions) of (i) entering into replacement
transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating
transactions or substituting securities in like transactions with third parties in
connection with or as a result of such substitution or termination, and (B) to the extent
Buyer determines not to enter into replacement transactions, the loss incurred by
Buyer directly arising or resulting from such substitution or termination. The foregoing
amounts shall be solely determined and calculated by Buyer in good faith.
Representations
Each of Buyer and Seller represents and warrants to the other that (I) it is duly
authorized to execute and deliver this MRA, to enter into Transactions contemplated
hereunder and to perform its obligations hereunder and has taken all necessary action
to authorize such execution, delivery and performance, (ü) it will engage in such
Transactions as principal (or, if agreed in writing in advance of any transaction by the
other party hereto, as agent for a disclosed principal), (iii) the person signing this MRA
on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed
principal), (iv) it has obtained all authorizations of any governmental body required in
connection with this MRA and the Transactions hereunder and such authorizations are
in full force and effect and (v) the execution, delivery and performance of this MRA and
the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule
applicable to it or any agreement by which it is bound or by which any of its assets are
affected. On the Purchase Date for any Transaction Buyer and Seller shall each be
deemed to repeat all the foregoing representations made by it.
Events of Default
In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased
Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer
fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller
or Buyer fails to comply with Section IV.R. 4. hereof, (iv) Buyer fails, after one business
day's notice, to comply with Section IV.R. 5. hereof, (v) an Act of Insolvency occurs with
respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have
been incorrect or untrue in any material respect when made or repeated or deemed to
have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability
to, or its intention not to, perform any of its obligations hereunder (each an "Event of
Default"):
a. The non-defaulting party may, at its option (which option shall be deemed to have
been exercised immediately upon the occurrence of an Act of Insolvency), declare an
Event of Default to have occurred hereunder and, upon the exercise or deemed
exercise of such option, the Repurchase Date for each Transaction hereunder shall, if
it has not already occurred, be deemed immediately to occur (except that, in the event
89
that the Purchase Date for any Transaction has not yet occurred as of the date of such
exercise or deemed exercise, such Transaction shall be deemed immediately
canceled). The non-defaulting party shall (except upon the occurrence of an Act of
Insolvency) give notice to the defaulting party of the exercise of such option as
promptly as practicable.
In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in
subparagraph (a) of this Paragraph, (I) the defaulting party's obligations in such
Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor
on the Repurchase Date determined in accordance with subparagraph a. of this
Section IV.R.1 1., shall thereupon become immediately due and payable, (ii) all Income
paid after such exercise or deemed exercise shall be retained by the non-defaulting
party and applied to the aggregate unpaid Repurchase Prices and any other amounts
owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately
deliver to the non-defaulting party any Purchased Securities subject to such
Transactions then in the defaulting party's possession or control.
In all Transactions in which the defaulting party is acting as Buyer, upon tender by
the non-defaulting party of payment of the aggregate Repurchase Prices for all such
Transactions, all right, title and interest in and entitlement to all Purchased Securities
subject to such Transactions shall be deemed transferred to the non-defaulting party,
and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party.
If the non-defaulting party exercises or is deemed to have exercised the option
referred to in subparagraph a. of this Section IV.R.1 1., the non-defaulting party,
without prior notice to the defaulting party, may: (i) as to Transactions in which the
defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or
otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities
subject to such Transactions and apply the proceeds thereof to the aggregate unpaid
Repurchase Prices and any other amounts owing by the defaulting party hereunder or
(B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased
Securities, to give the defaulting party credit for such Purchased Securities in an
amount equal to the price therefor on such date, obtained from a generally recognized
source or the most recent closing bid quotation from such a source, against the
aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting
party hereunder; and (ii) as to Transactions in which the defaulting party is acting as
Buyer, (A) immediately purchase, in a recognized market (or otherwise in a
commercially reasonable manner) at such price or prices as the non-defaulting party
may reasonably deem satisfactory, securities ("Replacement Securities") of the same
class and amount as any Purchased Securities that are not delivered by the defaulting
party to the non-defaulting party as required hereunder or (B) in its sole discretion
elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased
Replacement Securities at the price therefor on such date, obtained from a generally
90
recognized source or the most recent closing offer quotation from such a source. The
parties acknowledge and agree that (1) the Securities subject to any Transaction
hereunder are instruments traded in a recognized market, (2) in the absence of a
generally recognized source for prices or bid or offer quotations for any Security, the
non-defaulting party may establish the source therefor in its sole discretion and (3) all
prices, bids and offers shall be determined together with accrued Income (except to
the extent contrary to market practice with respect to the relevant Securities).
As to Transactions in which the defaulting party is acting as Buyer, the defaulting
party shall be liable to the non-defaulting party for any excess of the price paid (or
deemed paid) by the non-defaulting party for Replacement Securities over the
Repurchase Price for the Purchased Securities replaced thereby and for any amounts
payable by the defaulting party under Section IV.R. 5. hereof or otherwise hereunder.
For purposes of this Section IV.R.11., the Repurchase Price for each Transaction
hereunder in respect of which the defaulting party is acting as Buyer shall not increase
above the amount of such Repurchase Price for such Transaction determined as of
the date of the exercise or deemed exercise by the non-defaulting party of the option
referred to in subparagraph (a) of this Paragraph.
Both Bank and Customer shall each bear their respective costs and expenses
associated with enforcing the terms of this MRA.
To the extent permitted by applicable law, the defaulting party shall be liable to the
non-defaulting party for interest on any amounts owing by the defaulting party
hereunder, from the date the defaulting party becomes liable for such amounts
hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied
in full by the exercise of the non-defaulting party's rights hereunder. Interest on any
sum payable by the defaulting party to the non-defaulting party under this Section
IV.R. 11 .h. shall be at a rate equal to the greater of the Pricing Rate for the relevant
Transaction or the Prime Rate.
The non-defaulting party shall have, in addition to its rights hereunder, any rights
otherwise available to it under any other agreement or applicable law.
12. Single Agreement
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each
Transaction hereunder in consideration of and in reliance upon the fact that, all
Transactions hereunder constitute a single business and contractual relationship and
have been made in consideration of each other. Accordingly, each of Buyer and Seller
agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a default by it
in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off
claims and apply property held by them in respect of any Transaction against
obligations owing to them in respect of any other Transactions hereunder and (iii) that
payments, deliveries and other transfers made by either of them in respect of any
91
Transaction shall be deemed to have been made in consideration of payments,
deliveries and other transfers in respect of any other Transactions hereunder, and the
obligations to make any such payments, deliveries and other transfers may be applied
against each other and netted.
13. Notices and Other Communications
Any and all notices, statements, demands or other communications hereunder may be
given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to
the address specified by Bank, or so sent to such party at any other place specified in a
notice of change of address hereafter received by the other. All notices, demands and
requests hereunder may be made orally, to be confirmed promptly in writing, or by other
communication as specified in the preceding sentence.
14. Entire Agreement; Severability
This MRA shall supersede any existing agreements between the parties containing
general terms and conditions for repurchase transactions. Each provision and
agreement herein shall be treated as separate and independent from any other
provision or agreement herein and shall be enforceable notwithstanding the
unenforceability of any such other provision or agreement.
15. Nonassignability; Termination
The rights and obligations of the parties under this MRA and under any Transaction
shall not be assigned by either party without the prior written consent of the other
party, and any such assignment without the prior written consent of the other party
shall be null and void. Subject to the foregoing, this MRA and any Transactions shall
be binding upon and shalt inure to the benefit of the parties and their respective
successors and assigns. This MRA may be terminated by either party upon giving
written notice to the other, except that this MRA shall, notwithstanding such notice,
remain applicable to any Transactions then outstanding.
Subparagraph a. of this Section IV.R.15. shall not preclude a party from assigning,
charging or otherwise dealing with all or any part of its interest in any sum payable to it
under Section IV.R. 11. hereof.
16. Governing Law
This MRA shall be governed by the laws of the State of Colorado without giving effect to
the conflict of law principles thereof. Venue for any action hereunder shall be in the
District Court, County of Douglas, State of Colorado. The Bank expressly waives the
right to bring any action in or to remove any action to any other jurisdiction, whether
state or federal.
17. No Waivers, Etc.
No express or implied waiver of any Event of Default by either party shall constitute a
waiver of any other Event of Default and no exercise of any remedy hereunder by any
party shall constitute a waiver of its right to exercise any other remedy hereunder. No
modification or waiver of any provision of this MRA and no consent by any party to a
92
departure herefrom shall be effective unless and until such shall be in writing and duly
executed by both of the parties hereto. Without limitation on any of the foregoing, the
failure to give a notice pursuant to Section IV.R. 4.a. or Section IV.R.4.b.hereof will not
constitute a waiver of any right to do so at a later date.
18. Use of Employee Plan Assets
If assets of an employee benefit plan subject to any provision of the Employee
Retirement income Security Act of 1974 ("ERISA") are intended to be used by either
party hereto (the "Plan Party") in a Transaction, the Plan Party shall so notify the other
party prior to the Transaction. The Plan Party shall represent in writing to the other
party that the Transaction does not constitute a prohibited transaction under ERISA or
is otherwise exempt therefrom, and the other party may proceed in reliance thereon
but shall not be required so to proceed.
Subject to the last sentence of subparagraph a. of this Section IV.R.18., any such
Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most
recent available audited statement of its financial condition and its most recent
subsequent unaudited statement of its financial condition.
By entering into a Transaction pursuant to this Section IV.R.18., Seller shall be
deemed (i) to represent to Buyer that since the date of Seller's latest such financial
statements, there has been no material adverse change in Seller's financial condition
which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future
audited and unaudited statements of its financial condition as they are issued, so long
as it is a Seller in any outstanding Transaction involving a Plan Party.
19. Intent
The parties recognize that each Transaction is a "repurchase agreement" as that
term is defined in Section 101 of Title 11 of the United States Code, as amended
(except insofar as the type of Securities subject to such Transaction or the term of
such Transaction would render such definition inapplicable), and a "securities
contract" as that term is defined in Section 741 of Title 11 of the United States Code,
as amended (except insofar as the type of assets subject to such Transaction would
render such definition inapplicable).
It
is understood that either party's right to liquidate Securities delivered to
it in
connection with Transactions hereunder or to exercise any other remedies pursuant to
Section IV.R. 11. hereof is a contractual right to liquidate such Transaction as
described in Sections 555 and 559 of Title 11 of the United States Code, as amended.
c The parties agree and acknowledge that if a party hereto is an "insured depository
institution," as such term is defined in the Federal Deposit Insurance Act, as amended
("FDIA"), then each Transaction hereunder is a "qualified financial contract," as that
term is defined in FDIA and any rules, orders or policy statements thereunder (except
insofar as the type of assets subject to such Transaction would render such definition
inapplicable).
93
is understood that this MRA constitutes a "netting contract" as defined in and
subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FOICIA") and each payment entitlement and payment obligation under any
Transaction hereunder shall constitute a "covered contractual payment entitlement" or
"covered contractual payment obligation", respectively, as defined in and subject to
FDICIA (except insofar as one or both of the parties is not a "financial institution" as
It
that term is defined in FDICIA).
20. Disclosure Relating to Certain Federal Protections
The parties acknowledge that they have been advised that:
In the case of Transactions in which one of the parties is a broker or dealer
registered with the Securities and Exchange Commission ("SEC") under Section 15 of
the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection
Corporation has taken the position that the provisions of the Securities Investor
Protection Act of 1970 ("SIPA") do not protect the other party with respect to any
Transaction hereunder;
In the case of Transactions in which one of the parties is a government securities
broker or a government securities dealer registered with the SEC under Section 1 5C
of the 1934 Act, SIPA will not provide protection to the other party with respect to any
Transaction hereunder; and
In the case of Transactions in which one of the parties is a financial institution,
funds held by the financial institution pursuant to a Transaction hereunder are not a
deposit and therefore are not insured by the Federal Deposit Insurance Corporation or
the National Credit Union Share Insurance Fund, as applicable.
(Signature pages follow)
94
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the
date first written above.
USBANKN.
By:
3"
.
-
Ass.
:fe
ATTEST:
By:
Title:
IOri
i4sc
95
THE BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF DOUGLAS, COLORADO,
0
C-
S
Roger A. Partridge, Chair
OFFICE OF THE COUNTY TREASURER:
Treasurer
TTEST:
APPROVED AS TO FISCAL CONTENT:
eliisa
Andrew Copland
Director of Finance
Dej4ty Clerk
Date:
2(24-I I1-
Date:
APPROVED AS TO CONTENT:
APPROVED AS TO
Douglas J. DeBord
County Administrator
Meredith P. VanHorn, Esq.
Assistant County Attorney
Date:
Date:
GAL FORM:
96
00 Balance & Comp. Information
000110
FOIC Assessment
FOIC Rate Provide Rate Only in Gray Shaded
Area (Decimal Only)
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP Code
Proposal
for Annual
000230
Earnings AlLowance Rate-Provide Rate Only in
Gray Shaded Area
Costs
Years 1-3
000122
Provide
Rate Only in Gray Shaded Area
Net CoLLected BaLance Overdraft
000143
Unidentified Compensation Rates
Rate
009999
01 General Account Services
Service
Description
-
Proposal Pricing for the County of Douglas, Colorado
Code
AFP
Lpronosalfor2vearsI3
Bank's
Unit Price
0.12075
0.00400
Bank's
Unit Price
Internet (preferred
DDA Statement - Automated
method)
Internet (preferred
010308
Automated
Account AnaLysis - ManuaL Account Detail
Fees
Undefined General Account Services I
Account Analysis
method)
010411
010407
019999
Statement with front an back images
10 Depository Services
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP
Code
Branch Deposit
I Proposal for Years 1-3
100000
Vault Deposits Processed
3.50000
7.00000
2.00000
Bank's
Unit Price
0.20000
100141
Vauft Furnished Coin - Rotted
Vau[t Coin and/or Currency Order - Automated
0.25000
2:00000
100144
VauLt Furnished Currency
0.25000
100220
Unencoded Checks - Transit
Unencoded Checks-On-Us
0.05000
0.03000
Loose
100225
Check Encoding Surcharge
0.10000
100148
VauLt Furnished Currency - Fed Standard Strap
-
10014A
100228
Unencoded Checks
Check Deposit Processing
10022A
Checks Deposited - MICR Reject/Repair
100402
100400
Return Item Processing - Maintenance
Return Item Processing - Rectear Item
Return Item Processing
3.50000
1.00000
1.00000
ELectronic Check Presentment (ECP)
100230
100405
Return Item Notification
Maintenance
Return Item Processing
100416
Returned Check Conversion
Data Capture
ReguLar
100450
Returned Check Conversion
Data Entry
Deposit Adjustment Processing - Checks
Deposit Adjustment Processing - Coin and/or Currency
5.00000
5.00000
25.00000
100453
Returned Check Conversion
100501
Deposit Adjustment Notification Internet
Internet
100454
100502
Deposit Adjustments
100515
N/A
N/A
N/A
N/A
N/A
N/A
Image Cash Letter Checks-On-Us
Image Cash Letter Deposit Fee
Image Cash Letter Transmission (per transmission)
Image Cash Letter Monthly Maintenance
Electronic Debits (Outgoing)
Electronic Credits (Incoming)
0.05000
1A!0000
7.00000
175.00000
0.10000
0.10000
1013W
101300
Remote Deposit Capture - On-Us
Remote Deposit Capture-Transit
Remote Deposit Maintenance Fee - Internet
0.05000
0.05000
15.00000
0.05000
Image Cash Letter Checks
Transit
N/A
Remote Deposit Processing (Volumes not available as not a current service)
101311
Remote Deposit Image Delivery Per Item - Internet
Please Provide Pricing Only
101320
Remote Deposit Image Delivery Batch
N/A
Check Image - Internet
Check Image Capture
Check Imaging - Maintenance
0.75000
30.00000
0.80000
101323
Undefined Depository Services
N/A
Check Image-Archival
Internet
109999
N/A
Image Retrieval - Remote Deposited Items
N/A
Image Capture Hardware - Lease/Purchase Option
Lease With an Option to Purchase Image Capture Hardware
(Include only hardware with the ability to process greater than
60 documents per minute)
Please provide pricing only
N/A
I
15 Paper Disbursment Services
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP
Code
Proposal for Years 1-3
Bank's
ControLled
75.00000
Unit Price
Paper Disbursement Maintenance
20.00000
Paper Disbursement Maintenance
150000
Positive Pay Bank Match
1.00000
0.0100W
0.08000
Paper Disbursement Maintenance
Check Rejects MICR
Item Paid
Positive Pay- Checks Issued
Internet
150030
150300
Non-Sufficient Funds (NSF)
Paper Disbursement
150341
Checks Paid
150120
Positive Pay-Checks Rejected
Image
ControLted Disbursement
150110
N/A
Positive Pay Reject Notification
Positive Pay Disbursement
150324
151351
N/A
151350
Undefined Disbursement Services I Fees
Check Image
Check Image Capture
Image Access/Archive - Maintenance
Check Imaging - Maintenance
Check Imaging
151355
Internet
159999
SinglePoint Issue Maintenance
25 General ACH Services
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP Code
I Proposal for Years 1-3
20.00000
1.00000
20.00000
250000
ACH Originated-On Us
GeneraL ACH Maintenance
0.03000
0.03000
15.00000
Bank's
Unit Price
250100
ACH Originated-Transit
ACH Transactions Originated
250101
0.04000
ACH Originated
Addenda Records
250120
flu/U
Acn Ketum-rIOtlIlcanon
01
Lflange AutomateD
ACH Input Automated Internet
AOl Input-Automated
250505
ACH Exception Processing - File Reject
ACH Transaction Exception Processing
250632
251052
Special ACH Service
Special ACH 5ervice - Stop/ Debit Block
ACH Special Services
251050
Undefined General ACH Services / Fees
Debit Authorization (ACH Filter)
259999
35 Wires and Other Fund Transfers Services
Proposal Pricing for the County of Douglas, Colorado
Service
3
2.00000
2.00000
5.00000
Bank's
I
350103
350101
Outgoing Fedwire Transfer - Automated - Freeform
Straight-Through
Outgoing Fedwire Transfer - Automated - SemiRepetitive
3.0000
10000
Incoming Fedwire Transfer
3.0000
3.0000
3.0000
350300
Incoming CHIPS Transfer
0.1000
Repetitive
350310
Book Transfer
(InternaL to Bank)
Outgoing Book Transfer Automated
350320
Undefined Wire and Other Funds Transfer
Services I Fees
350120
359999
40 Information Services
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP Code
Domestic Information Reporting
Proposal for Years 1-3
Domestic Information Maintenance - Internet - Previous Day
Bank's
Unit
Price
N/A
N/A
N/A
N/A
N/A
H/A
N/A
N/A
N/A
N/A
N/A
401000
400274
400273
Special Report-ACH Return and NOC Report
Bank Messaging- User Task Sent
Bank Messaging - ExternaL User Message Sent
Bank Messaging MonthLy Maintenance
Mobile Banking MonthLy Maintenance
Token MonthLy Maintenance
Intomiation Services-Returned items Monthly M&ntenance
Information Services-Issued Checks Archival MonthLy
Maintenance
Information Services-Issued Checks MonthLy Maintenance
Information Services-Positive Pay Monthly Maintenance
Information Services-Fed Wire MonthLy Maintenance
Information Services - ACH Origination Maintenance
Information Services Software - Maintenance
Domestic Reporting - Internet - Intraday - Detail
Domestic Reporting
25.0000
10.0000
25.0000
20.0000
30.0000
&OOoo
15.0000
0.0200
0.0200
N/A
Special Report-ACH Received Item Report
Intraday Summary
N/A
Special Report-ACH Redeposit Report
Internet
N/A
I
45 Investment Safekeeping Svcs
Description
Service
Proposal Pricing for the County of Douglas, Colorado
AFP
Code
Proposal for Years 1-3
Investment/Custody (Safekeeping) Services
Bank's
Unit
Price
Domestic Custody Maintenance
40.00000
Note: The County currently has Safekeepina Services
450000
Domestic Custody
40.00000
20.00000
450100
Domestic Custody - Security Receipt - Automated DTC
Automated
Security Receipt - Automated - Fed
45010B
Fed
Domestic Custody Security Presentment
Domestic Custody
Automated DTC
._?_IWUML___
450120
450174
Domestic Custody - Security HoLding and Receipt of
Intaroct / Dr-inrin.I - A. itnm.tas-I - (t,n,arnmant Car. ,ritiac
Security Receipt/Presentment
H IA
I
450402
Undefined Investment/Custody Services / Fees
VaLuation
Investment/Custody Information Report Automated Market
459999
ONE-TIME SET-UP FEES
Service
Description
Proposal Pricing for the County of Douglas, Colorado
AFP Code
Proposal for Years 1-5
One-Time Initial Set-lip Fees
Refer to Section V: scope of Banking Services for Further Information
Retail and Wholesale Lockbox Setup pricing included in worksheet '05
251000
100451
060520
060500
010702
010700
Information Services - Set-Up Fee
SpeciaL ACH Service Set-Up Fee
Returned Check Conversion - Set-Up
PayroLL Card PIN Set-Up
PayroLl Card Set-up
Set-Up Fee Zero Balance Service
Set-Up Fee - Demand Deposit Account
Lock box'
400810
N/A
400820
Unidentified Set-Up Fee(s)
Image Cash Letter - Set-Up Fee
ID - Set-Up
Information Services Administration - Customer
099999
Bank's
Unit Price
Lockbox Web Decisioning - per kern
Lockbox Web decisioning Monthly Maintenance
0.45000
100.00000
15.00000
3rd Party
ACH Monthly Maint
0.01909
20.00000
peritecn
Payee Positive Pay - per account
Payee Positive Pay
Additionally, we are providing pricing on E-Payment and E-iockbox services However, dué to timitatiohsii
the spreadsheet regarding the number of tines available, we will be providing the pricing for these two
products as attachments.
$245.00'
$157.50
$35.00
First Application
$105.00
100,001 -250,000 Total items
50,001 -100,000 Total Items
10,001 - 50,000 Total Items
1,001 -10,000 Total Items
I -1,000 Total Items
$0.13
$0.20
$0.17
$0.25
$0.34
$0.47
50,001 -100,000 Total Items
10,001 -50,000 Total Items
1,001 -10,000 Total Items
$0.17
$020
$0.25
$0.47
$0.34
1 -1,000 Total Items
100,001 -250,000 Total items
$0.13
Total IVR one-time Payments- per Confirmation Number
250,001 Total Items and Above
Total Web one-time Payments- per Confirmation Number
Each Additional Application
1W Monthly Maintenance
Each AdditionalApplication
First Application
Web Monthly Maintenance
U.S. Bank E-Payment Service Pricing
.
250,001 Total Items and Above
ayment
eturn
per tern
per Item
a
E-Payment Notification of Change
U.S. Bank E-Payrnent Service Pricing,
£d.! 'A LCars)
,C
.e
$0.07
$0.06
$2.98
$2.45
Pagel
Custom Remittance File Monthly Maintenance
Custom Remittance File - per Payment
Custom Remittance File - per Transmission
$70.00
.$0.06
$3.50
$0.28
$525.00
Custom Remittance File VAN Transmission per Kilocharacter
Custom Remittance File Se.tup
$ 175.00
- 500 Total Items
1000 Total Items
5,000 Total Items
$0.33
$700.00
$1,750.00
$0.67
$0.53
$0.35
$0.28
$1,225.00
$0.67
$52.50
$70.00
$105.00
$0.07
Custom Remittance File Setup Modification
EPay Gateway Payments- Additional per Item
Real-Time Communications Support
File Transmission Support
Custom Programming per Hour
E-Payinent Service Call Center Setup
E-Payment Call Center Support (Mm. $250.00)
1
Visa Account Updater
501
1,001
5,000 1-Total Items
Remote Web Services Set-up
EFay Setup Remote Web Services Additional Application
Remote Web Services Items
- 1.000 Total Items
$0.22
1
1,001 -10,000 Total Items
$0.16
$140.00
10,001 -50,000 Total Items
Remote Web Services Monthly Maintenance
$420.00
$574.00
$0.12
E-Payment Kiosk Outdoor Series
50,001 Total Items and Above.
E-Payment Kiosk Indoor Series
E-Payment Kiosk Set-up
E-Payment Kiosk Shipping & Handling
E-Payment Kiosk Additional Language
E-Payment Kiosk Support
$0.67
$2,450.00
$1,050.00
$2,800.00
$280.00
$175.00
E-Payment Kiosk Payment
$0.70
E-Payment Kiosk Armor Service
E-Payment Kiosk Add-On
Setup Web payments -Additional Applications
Setup IVR Payments - 1st Application
1st Application
Setup IVR Payments -Additional Applications
Setup IVR and Web Payments
$630.00
$2,800.00
$700.00
$5,250.00
$1,400.00
$122.50.
Setup IVR and Web Payments -Additional Applications
IVR and Web Test Application Monthly Maintenance
$105.00
$0.42
$87.50
$35.00
IVR Test Application Monthly Maintenance
Remote Web Services Test Application Monthly Maintenance
Web Test Applicatiqn Monthly Maintenance
97ZJ&sZ'i fl.
Test Application IVR Transactions
r° !c:.xa. ;
$2,450.00
$1,260.00
$2,100.00
$1,050.00
$1,260.00
$665.00
$665.00
$70.00
$840.00
IVR and Web Test Application Implementation - Post-Production
Web Test Application Implementation - Post-Production
$420.00
Pre Production
Test Application Hourly Support- per Hour
Remote Web Services Test Application -Pre Production
Remote Web Services Test Application
Remote Web Services Test Application Post Production.
IVR Test Application Implementation Pie-Production
IVR Test Application Implementation- Post-Production
IVR and Web Test Application Implementation - Pie-Production
Web Test Application Implementation - Pre-Production
'3
Service Description
r
Monthly Maintenance per Biller 10
First Biller 10
Each Additional Biller 10
Remote Banking Items (Mm. $100.00)
$175.00
4,999 Total Items
$0.08-
$0. I I
$35.00
5,000- 9,999 Total Items
$0.07
stflrt
10,000-24,999 Total Items
$0.06
0
25,000 -49,999 Total Items
$0.04
$0.11
$0.03
99,999 Total Items
50,000
100,000 Total Items and Above
CCCS Item
$350.00
9:ns1
Implementation Setup
$105.00
1,000 to 10,000 Total Items
0 to 1,000 Total Items
$0.04
$0.06
$350.00
$14.00
$1.25
$1.40
$0.70
$0.70
$0.01
10,000 Total Items and Above
Automated Return- per ten?
Research Fee
Translation Fee
$0.0'
One Time Upload Fee Into Prod
Monthly Maintenance
per Item
per Biller ID
per Item
Automated Notification of Change
per Item
Manual Notification of Change
Manual Return
Biller Activity Report Monthly Maint
Credit Counseling Report Monthly Maint- per BilIer,ID
First Item
All Additional Items
VAN Data Transmission - per Kilocharacter
$0.28
$0.04
$52.50
Stop File Monthly Maint- Shared File or Dollar Mit
First item
$17.50
Setup
Custom Setup
Reporting Modifications, Map
$140.00
$525.00
$525.00
$3.50
$105.00
$0.70
$105.00
.2 to 5 items
All additional items
Stop File Monthly Maintenance Direct File to BCP
Stop Payment - per Item
ELBX Mulitcycle File Setup
Reporting Modifications, Administrative
Stop File Setup - Shared File or Dollar Amount Stop
$70.00
$140.00
Stop File Setup - Direct File to BCP
1DathTmnsmussionit
.4hrr--I"s
:
Reporting Translation - per Payment
'ACM
U.S. Bank
ELok$ctje.
4
Jfl
EXHIBIT B
RFP RESPONSE-SECTION V. SCOPE OF SERVICES
SECTION V - SCOPE OF BANKING SERVICES
A.
Required Banking Services
1)
Bank Accounts
The County currently has ten (10) bank accounts as described in the following paragraphs. All
accounts are non-interest bearing. There is one (1) pooled account that serves as a master account
(future referenced as the Master Account) and four (4) other depository accounts, two (2) of which
are zero balance accounts (ZL3A). There are three (3) ZEA controlled disbursement accounts. The
ZBA depository account sweeps into the Master account, while the ZBA disbursement accounts are
funded from the Master account. Two (2) of the accounts are used for Lockbox depositing only and
one (1) wires the daily balance to the Master and the other one (1) is debited via ACH monthly into
the Master account.
The County requests the earliest controlled disbursement available, preferably, funding the ZBA
accounts prior to 7:30 a.m. Mountain Time (MT).
A description of each of the accounts is provided in the following paragraphs, followed by a chart
that provides an overview of the County's current bank accounts and cash flow:
Pooled Cash-Master Account
This account is the County's general operating account. County cash receipts flow into this account
by both paper and remote depositing (via cash letter), lockbox, and electronic funds transfer (EFT).
Disbursements from this account include all EFT transactions, funding of ZBA accounts and
returned checks. No checks are issued on this account and an ACH Debit Filter is required.
Clerk and Recorder Depository Account - ZBA Depository Account
This account is used to deposit Motor Vehicle lockbox collections, online credit card payments for
license plate renewals and ACH credits for County recordings services. This is a ZBA account and all
excess funds transfer to the Master account daily. No checks are issued from this account and an
ACH Debit Block is required.
Federal Payroll Tax Depository Account Not a ZBA Depository Account
This account is used to transfer, from the Master account, any Federal payroll taxes via an account
to account. Only the IRS is authorized to debit this account on the due date of any such taxes. No
checks are issued from this account and an ACH Debit Filter is required.
Accounts Payable Disbursement Account - ZBA Controlled Disbursement Account
Vendor payments, issued via check, are disbursed from this account by the County's Accounts
Payable department. This is a controlled disbursement account and issues only paper checks, using
blank check stock and MICR ink. An ACH Debit Block is required.
Treasurer's Disbursement Account - ZBA Controlled Disbursement Account
Property tax related checks are disbursed through the issuance of Treasurer's checks. This is a
controlled disbursement account and issues only paper checks, using blank check stock and MICR
ink. An ACH Debit Block is required.
t) Payroll Check Disbursement Account - ZBA Controlled Disbursement Account
The County issues about 60 payroll checks on the last business day of each month. The balance of
employees have elected to participate in the direct deposit program. This is a controlled
disbursement account and issues only paper checks, using blank check stock and MICR ink. The
Direct Deposit file is drawn on the Master account. An ACH Debit Block is required.
RMIIIIDTA Disbursement Account ZBA Disbursement Account
The Rocky Mountain High Intensify Drug Traffic Area (RMILIIDTA) issues about 45 checks
monthly. RMJIIDTA is not a controlled disbursement account and issues checks printed using Quick
Books. This account issues only paper checks and is drawn on the Master account. An ACH Debit
Block is required.
FUND FOR SOCIAL SECURITY BENEFICIARIES - Not a ZBA Depository Account
This account receives only ACH credits from the Social Security Administration several times a
month. One (1) withdrawal, via an account-to-account transfer to the Master account, is anticipated
each month. An ACH Debit Block is required.
MOTOR VEHICLE LOCKBOX - Not a ZBA Depository Account
This account receives the daily lockbox processing for Motor Vehicle license renewals. The ending
daily balance is wired to the Master account. An ACH Debit Block is required.
SHERIFF FALSE ALARM REDUCTION Not a ZBA Depository Account
This account receives the daily lockbox processing for the Sheriff's False Alarm Registration
program. The County uses the services of a third party to process these payments. After the close of
each month, the County initiates an ACH debit to transfer the balance to the Master account. An
ACH Debit Filter is required.
In the proposal, the Bank should provide the following information:
Indicate that the Bank can fulfill the County's requested bank account structure or provide
an alternate structure that fully meets the County's requirements.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
As the County's primary banking services provider, we have the capability to integrate other
accounts into our existing banking structure.
Confirm that the Bank can provide the required ACt! Debit Blocks and ACH Debit Filters.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
US. Bank offers an ACH Filter and Block service that enables
customers to protect deposit accounts against unauthorized ACFI
debit and/or credit transactions. Business eCheck Block is also
available and allows customers to block WEB and TEL payment
types and the converted check payment types: ARC, POP and RCK.
Additionally, the County can use the SinglePoint ACH Positive Pay service to add new
authorizations to their accounts online. Authorizations are a set of rules that the customer can
establish to determine which incoming ACH credits and debits should be allowed to post to
their accounts.
The ACH Block service effectively blocks all ACH debit transactions, except generated
settlement items. Customers can also configure the ACH Block Service to block all incoming
credits.
Provide the Bank's recommended location for any controlled disbursement accounts.
The County's current Controlled Disbursement accounts are located in Miamisburg, Ohio. We
do not recommend that the County change from this location
Include if the Bank has a maximum number of rejected checks allowed per month, which
need to be manually processed due to non-scannable MICR lines.
U.S. Bank does not use an allowable reject rate. A pre-encoded reject fee per item is assessed
to pre-encoded depositors based on the type of error that caused the reject.
Include the daily expected time, in Mountain Time (MT), that any ZBA accounts will be
funded (negative balance) or swept (positive balance) and reflected in the Bank's reporting
system.
ZBA funding the last thing to occur after all debits and credits have been posted to the
accounts. It occurs overnight during batch processing.
O
Provide any other information the Bank feels would assist the County in evaluating this
services.
At this time, U.S. Bank does not have any additional information to provide.
2)
Daily Depositing of Cash and Checks
a) Image Cash Letter Depositing
All County departments, with the exception of the Clerk and Recorder, deposit remotely
using a proprietary payment-processing machine and software called Creditron.
Creditron creates both the Check 21 file and
Accounts Receivable transmission to
the County's tax collection software. Lockbox service is not utilized by the Treasurer's
office and images for depositing are captured daily and transmitted to the Bank using an
Image Cash Letter, then, stored on the County's servers for retrieval and archival
purposes. The County deposits approximately 71,000 checks via image cash letter per
year.
In the proposal, the Bank should provide the following information:
a) Describe, in detail, the Bank's required process for receiving the Image Cash Letter.
Include if the Cash Letter is a direct send or if any secondary software is required
and where it would reside.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The U.S. Bank Image Cash Letter Process Flow is as follows:
Checks are processed through the County's image capture solution.
MICR data and check images, including the front and back image of the check, are
captured. MICR line repair is completed as needed.
Original paper checks deposited electronically in
image cash letter files are truncated under Check
21 Regulations. Truncated checks should be
labeled, securely stored for a recommended seven
days, and labeled with a sequence range in the
event the customer needs to locate an original
check for any reason during the retention period.
Checks must thereafter be destroyed as soon as
reasonably possible, preferably with a cross-cut
shredder. Checks are endorsed and sprayed with
the customer's internal audit trail.
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An image cash letter file is generated and transmitted securely to U.S. Bank.
A stat file report is transmitted to the County's mailbox to confirm their image
cash letter deposit was received and a File Acknowledgement report, with deposit
totals, is sent to their mailbox confirming that their file was processed accurately
by U.S. Bank. The File Acknowledgement report is also included in SinglePoint
Information reporting, Special Reports.
t.OOCV
The credit posts to their U.S. Bank account. Files received by 3:55 p.m. MT are
reported on current day Information Reporting available through U.S. Bank
SinglePoint.
U.S. Bank will clear all items in the County's deposit. Checks drawn on U.S. Bank
and electronic endpoints are cleared electronically. Other items are cleared as
substitute checks.
Check images are stored at U.S. Bank.
On the following banking business day, the deposit amount and float are available
through their SinglePoint previous day Information Reporting service. Each
electronic deposit will report individually on their Information Reporting service.
An Administrative Returns report is also generated and sent to the customer's
mailbox, containing information about any rejected image cash letter items. The
Administrative Returns report is also included in SinglePoint Information
Reporting, Special Reports.
Include the daily cutoff time to process the Image Cash Letter file for same day
Ledger credit.
The cut-off time to ensure same day ledger credit is 9:00 p.m. MT.
Provide the method for notification of receipt of the Image Cash Letter file.
A File Acknowledgement Report confirms U.S. Bank received, validated and
processed the County's image cash letter file. One File Acknowledgement report is
generated for each file and delivered to the County's outgoing mailbox.
We recommend the County download and review the File Acknowledgement report
after every Image Cash Letter transmission to U.S. Bank to determine whether the
Image Cash Letter was accepted or rejected. Reports may be viewed, printed or saved
and are available to be downloaded for 30 days.
Include the Bank's availability schedule for image deposited items.
We have included the Premier Availability Schedule in the Exhibits section.
If a check is not Check 21 eligible, explain the process the Rank will use for further
clearing.
The following table outlines eligible/ineligible items for image cash letter files.
Ineligible items cannot be included in an image cash letter and clear through traditional
deposit channels.
Eligible Items
U.S. Bank and transit forward cash letter
items
Consumer Checks
Business and corporate checks
Money orders
Government warrants
U.S. Treasury checks
Traveler's checks
Controlled disbursement checks
Payable through drafts
Redeposited returned items, eligible for
representment
Substitute checks, if you are able to capture
and pass the value in position 44 of the MICR
Ineligible Items
Qualified and unqualified returned items
Items in carrier documents
Foreign items, including all Canadian items
Food coupons
Photocopies of missing or destroyed items
Non-MICR/non-machineable items
ACH Converted items
Deposit slips
Savings bonds
Batch and block tickets
Any other items that cannot be sent in an
image cash letter as defined by the Federal
Reserve banks
Foreign items and savings bonds inadvertently sent to U.S. Bank in an image cash letter
will not be processed and will be returned to you as administrative returns. The full
amount of the image cash letter will credit to your depository account and any
administrative returns will be adjusted back to your account. An adjustment advice will
be sent to you via U.S. mail.
Other types of ineligible items that cannot be detected (such as items in carrier
envelopes) may be returned by the paying banks as an ineligible item. Upon receipt of
these items,
U.S. Bank will adjust your account and send an adjustment advice via U.S. mail.
I)
If an image is unreadable, explain the process the Bank will use to notify the County
and the preferred method for deposit resubmission.
The County will be notified of these rejected items through a daily Administrative
Returns report. On a daily basis we recommend reviewing and researching items listed
on the Administrative Returns report. These items have not been processed and need to
be resubmitted in an image cash letter file or deposited as an original paper check.
g) Provide any other information the Bank feels would assist the County in evaluating
this service.
The U.S. Bank Image Cash Letter Service is a state of the art service that was built
keeping the implementation process in mind. The U.S. Bank solution accepts the
industry standard formats, provides reporting on what was processed, and more
importantly what was not.
The U.S. Bank Solution offers exceptional reporting, workflow details and error
detection.
b) Depositing of Paper Check
The Douglas County Clerk & Recorder's office currently deposits paper checks, which
are transported directly to the Bank's processing center via armored car. There are four
(4) separate deposits sent daily, with attached calculator tapes. These checks are not preencoded and the annual volume is approximately 248,000.
In the proposal, the Bank should provide the following information:
a) Include the Bank's preferred location for delivery of paper check deposits.
aa
The County's primarily mode of deposit is via armored car, which transports deposits to
our cash vault processing in Denver. Should the County should ever need to make a
deposit at a local branch. The closest in-store branch is:
U.S. Bank Perry Street - Safeway
880 South Perry Street
Castle Rock, CO 80104
The closest traditional branch is:
Stonegate Office
16961 Lincoln Ave
Parker, CO 80134
Provide the Bank's cutoff time to receive same day Ledger credit on paper check
deposits.
For branches, the cut-off times vary by market. A list of approximate branch cut-off times
is available upon request.
For cash vault, the ledger cut-off time for the Denver Cash Vault sites is 4:30 p.m. MT.
Include the Bank's availability schedule for paper check deposited items.
We have included the Premier Availability Schedule in the Exhibits section.
Describe the process for validating deposit totals, based on the calculator tapes, and
to notify the County of the individual corrected item within the deposit (e.g. mailed
notice, online, notation on register tape, etc.).
Cash Vault Deposits
For cash vault services, bankers identi& all discrepancies and adjust customer accounts
for differences over $10.00.
Cash Vault Services provides a duplicate carbon copy of the adjustment ticket to the
preferred customer location through the U.S. mail. Deposit discrepancies over $100.00
initiate a call to an assigned customer contact. Cash Vault discrepancies are easily
identified by unique descriptions and customer location/store number IDs on Information
Reporting application reports.
Cash Vault Services provides denominational breakdown on the copy of the deposit
adjustment ticket mailed to the customer-assigned address.
Branch Deposits
U.S. Bank branches accept both immediate and post-verified or drop-off deposits at the
teller line.
When a deposit is left at the teller line for postverification, the customer and teller who
accepted the deposit must sign a drop-off deposit log. Every effort is made to process the
deposit the same day as received. Depending on volume and staffing, deposits delivered
just prior to cutoff may be stored securely and held over until the next day for processing.
The teller who runs and verifies the deposit also records completion of those tasks on the
log. The County may arrange for notification of deposit discrepancies however requests
for special processing instructions must be reviewed by branch management prior to
finalizing the agreement. However, requests for special instructions or processing must be
reviewed by branch management prior to finalizing the agreement to ensure the request is
both feasible and appropriate.
For branch services, all night drop discrepancies greater than $50.00
are verified by two or more tellers. In addition, the County is notified
of discrepancies over $50.00 and are asked for instruction to continue
processing the deposit.
For deposits left for post-verification or drop-off, customers may
establish their own discrepancy procedures.
Discrepancies found with the cash portion of over-the-counter
deposits are adjusted immediately.
For item processing and proof corrections, bankers identify all discrepancies and adjust
customer accounts for differences over $50.00.For over-the-counter deposit discrepancies,
the customer can change and initial the deposit slip reflecting the adjusted deposit amount.
Another option the branch has is to process the adjustment as a separate credit or debit
transaction with the deposit posting for the amount on the deposit slip.
Night deposit or post-verification deposit discrepancies may be processed as separate
credit or debit transactions or the deposit slip may be adjusted, depending on the branch's
contact with the customer and/or special written deposit adjustment procedures the
customer has in place with the branch. Any branch adjustment to a deposit ticket when the
customer is not present requires that two tellers verify the deposit amount and initial the
deposit ticket.
The County is contacted for discrepancies over $50.00. Copies of adjustment advices may
be picked up at the branch or mailed, or other special processing instructions may be
established upon request. Special processing requests are subject to management
approval.
The branch adjustment advice provides the County with the store name, location # (if
applicable), deposit date, original deposit amount, amount of the adjustment and
description of the adjustment.
e) Provide any other information the Bank feels would assist the County in evaluating
this service.
At this time, U.S. Bank does not have any additionat information to provide.
c) Remote Check Depositing (No Cash Letter Required)
The Clerk & Recorder's office is considering remote depositing, via check images, using
bank provided software. However, a feasibility study will need to be conducted to
determine the most cost effective method for depositing. As part of this feasibility study,
the County would determine whether to purchase or lease the image capture hardware.
Images of deposited checks must be maintained by the Bank for a period of twenty-five
(25) months and easily accessed by the County via a secure Internet website. Pricing is
requested in Section VI, Proposal Pricing Spreadsheet of this RFP, although the County
currently does not utilize this service.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a) Provide the Bank's cutoff time to receive the remote deposit transmission in order to
assure same day Ledger credit.
All deposits transmitted by the appropriate deposit cut-off time will be processed as a
daily deposit. The deposit deadlines differ for image check and ACFI items. During
your daily work, however, image check and ACE! payment types are co-mingled. The
following table illustrates the deposit deadlines in Mountain Time for image check and
ACH transactions.
Image Check
Deadline
Description
Morning
Mid-Morning
Mid-Day
Early Evening
End-of-Da
Deposit Deadline
7:00 am.
10:00a.m.
Bank
Processing
Time
9:00 am.
1:00 p.m.
5:00 p.m.
12:00 p.m.
3:00 p.m.
7:00 p.m.
9:00 ..m.
11:00 ..m.
AC H
Monday- Friday
6:30 p.m.
6:30 p.m.
Saturday
Sunday
8:00 p.m.
11:00a.m.
9:00 p.m.
1:00p.m.
Bank Processing Time is an estimate
A Deposit Summary report detailing the daily breakout of deposited image check and
ACE! items (if used) is available on the Electronic Deposit Manager system.
Provide the Bank's availability schedule for remote deposited checks.
We have included the Premier Availability Schedule in the Exhibits section.
Specify the maximum number of items in a batch and maximum number of items per
transmission.
The U.S. Bank On-Site Electronic Deposit service has a configurable batch limit that is
set to 300 items per batch; this may be increased or decreased as needed.
Transmissions may contain an unlimited number of batches.
Explain the Bank's image retention policy. Include standard retention timeframe,
options for an extended archival retention period and the Bank's preferred retrieval
process.
Your images are stored in the Electronic Deposit Manager (EDM) archive. You have
online access for query and retrievals of items for 25 months. Multiple search
parameters provide users the ability to quickly get to the item(s) needed.
Additionally, deposited item images are stored in the bank's SinglePoint system. The
images will be provided for you upon request.
If a check is not Check 21 eligible, explain the process the Bank will use for further
clearing.
Please refer to the table of eligible and ineligible items on page 19 of this response for
ineligible items which cannot be included in an image cash letter and clear through
traditional deposit channels. Those items must be deposited at a branch.
O
if an image is unreadable, explain the process the Bank will use to notify the County
and the preferred method for deposit resubmission.
OED has many capabilities to manipulate an image to allow it for processing. Should
the check image not be able to be recognized via OCR, the MICR information can be
keyed in for processing. If the County would prefer to not key in the MICR
information, the check can be deposited via the branch network.
Explain the Bank's contingency procedure in the event of Internet connection failure,
due to accessibility issues on the Bank's part.
Ineligible items cannot be included in an image cash letter and should be cleared
through traditional deposit channels.
Provide the hours of remote deposit support, including weekends.
The County may call Commercial Customer Service (CCS) between 6:00 a.m. and
6:00 p.m. MT. If necessary, the inquiry may be escalated to the appropriate operations
area.
Discuss the Bank's recommended check scanner documents per minute (dpm), based
on the volumes of 50,000, 100,000, and 150,000 checks annually, and other scanner
features the Bank would recommend. Include any lease options. Pricing is included in
Section VT, Proposal Pricing Spreadsheet, Worksheet "10 Deposit Services" for both
lease or purchase options.
The following table provides the minimum system requirements and document feeding
and throughput limitations for all supported check scanner devices. Scanner throughput
is based on each manufacturer's published specifications for straight document feeding
without accounting for any data entry, endorsing or franking time.
Scanner/Feeder and Exit Pocket Capacity Dual Side Scan (dpm)** with no data keying
Serial or USB: up to 20/10
RDM EC70001
Single feed/I item
Single exit pocketfl item
Epson CaptureOne 30
o Single or Batch feeder/I -100 items
Main exit pocket/I 00 itemst
.
o Secondary exit pocket/100 itemst
Epson CaptureOne 60
Single or Batch feeder/I-100 items
Main exit pocketfl 00 itemst
Secondary exit pocketllOO itemst
.
Panini My Vision X 30
3-mode feeder: Single, 30 Item Batch
and 100 Item Batch
Single exit pocket/100 itemst
Panini My Vision X 90
3-mode feeder: Single, 30 Item Batch
and 100 Item Batch
Single exit pocket/100 itemst
Panini Vision X 50
3-mode feeder: Single, 50 Item Batch
and 100 Item Batch
Single exit pocket/I 00 itemst
Panini Vision X 50
2-mode feeder: Single and 100 Item
Batch
Single exit pocket/100 itemst
USB 2.0: up to 30 documents per minute (dpm)
with pocket dicisioning disabled
USB 2.0: up to 30 dpm with pocket decisioning
enabled
USB 2.0: up to 60 documents per minute (dpm)
with pocket dicisioning disabled
USB 2.0: up to 30 dpm with pocket decisioning
enabled
Up to 30 documents per minute (dpm)
Up to 90 documents per minute (dpm)
Up to 50 documents per minute (dpm)
Up to 100 documents per minute (dpm)
* Depending on document thickness and condi ion.
dpm refers to documents per minute. Values are based on 6" item length.
Note: The PC system power) the scanner connection and the system processes running on the computer
during item scanning affect document feeding and throughput potentiaL The more robust the workstation
and the fewer system processes running, the more likely the device will perform at full capacity.
Throughput potential values listed in the following table are estimates only.
j) Provide any other information the Bank feels would assist the County in evaluating
this service.
Detailed below is the process flow for U.S. Bank Onsite Electronic Deposit:
US. Bank OnSle Electronic DepositClient,
o Sdanriing otchecksarid remittance items
o Keyentry otcheck and remittance data
o CARLAR otcheck amount; OCRACR ot
U.S. Bank E IecttiëDepofl hbnager
o Useradministrótionand coMguration
remittance data
o
o
o ImagSsearth
U Depottmnsiission, retuinsand
Batchbaiancing andapproval
Duplicte item deteclion
remittance reporting
O M!CRcorredion
o Stop filededsioning
U lmageffletmnsiission
'xi
Itnet
In-person !aseSs
o .MCHôDnversiànfl!t-óut decisioning
o DepodWilepreamton
Check scenner
OnSfte ElectronicD eposit
Client
Dropboxand Mailed
Patnents.
ACH'and Image Check ProcesSng
d) Depositing of Cash
Cash is deposited by both the Douglas County Treasurer and Clerk & Recorder's offices
daily. Separate cash deposits are transported to the Bank's Cash Vault, via armored car.
Minimal use of strapping or rolled coins in used.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a) Include the Bank's preferred location to receive cash deposits.
The County's primarily mode of deposit is via armored car, which transports deposits to
our cash vault processing in Denver. Should the County should ever need to make a
deposit at a local branch.
The closest in-store branch is:
U.S. Bank Perry Street Safeway
880 South Perry Street
Castle Rock, CO 80104
The closest traditional branch is:
Stonegate Office
16961 Lincoln Ave
Parker, CO 80134
Provide the daily cutoff to receive cash deposits at the Bank's Cash Vault and receive
same day available credit.
For cash vault, the ledger cut-off time for the Denver Cash Vault sites is 4:30 p.m. MT.
For branches, the cut-off times vary by market. A list of approximate branch cut-off
times is available upon request.
Describe any cost savings the County could realize by bill strapping.
U.S. Bank will waive the cost of cash deposited at the vault, regardless of if it is loose
or strapped.
If a cash deposit adjustment was necessary, describe the method of notification to the
County.
Cash Vault Deposits
For cash vault services, bankers identif\j all discrepancies and adjust customer accounts
for differences over $10.00.
Cash Vault Services provides a duplicate carbon copy of the
adjustment ticket to the preferred customer location through the
U.S. mail. Deposit discrepancies over $100.00 initiate a call to an
assigned customer contact. Cash Vault discrepancies are easily
identified by unique descriptions and customer location/store
number IDs on Information Reporting application reports.
Cash Vault Services provides denominational breakdown on the copy of the deposit
adjustment ticket mailed to the customer-assigned address.
Branch Deposits
The County may arrange for notification of deposit discrepancies; however, requests
for special processing instructions must be reviewed by branch management prior to
finalizing the agreement. Requests for special instructions or processing must be
reviewed by branch management prior to finalizing the agreement to ensure the request
is both feasible and appropriate.
The County is contacted for discrepancies over $50.00. Copies of adjustment advices
may be picked up at the branch or mailed, or other special processing instructions may
be established upon request. Special processing requests are subject to management
approval.
e) If a counterfeit bill was detected, describe the notification method to the County and
what information would be provided to the County.
The amount of the counterfeit note is charged against the County's account. The
description on the adjustment is listed as "Counterfeit Currency."
t) Provide any other information the Bank feels would assist the County in evaluating
this service.
At this time, U.S. Bank does not have any additional information to provide.
3)
1)
Disbursement Services
General Check Disbursement Requirements
The County uses controlled disbursement accounts, which may require the account be located
outside the State of Colorado. These accounts utilize both Positive Pay and Reverse Positive Pay and
are reviewed daily. The County is able to retrieve images of cleared checks via the Internet;
The County is interested in implementing payroll card services, whereby payroll amounts can be
automatically loaded via the Internet onto a prepaid card, and are requesting pricing in Section IV,
Proposal Pricing Spreadsheet.
Features required by the County on checking accounts are:
a) Positive Pay
The County currently has Positive Pay on the Accounts Payable checking account,
Treasurer's checking account, and Payroll checking account. Payee Verification is currently
not used, due to restrictions with the County's current accounting system. The County
transmits a file to the Bank, in the required format, prior to releasing any checks for
payment. This file includes the check number, amount, and check date. The file is uploaded
through the Bank's Internet reporting system and confirmation of receipt is retrieved in the
same application. Cancellation information, or an order to not pay, will be included in the
file. The Bank notifies multiple users, via e-mail, of any exception items awaiting decisioning.
Due to the small dollars and low check volumes involved, Positive Pay is not used on the
RMHIDTA checking account.
In the proposal, the Bank should provide the following information:
a. Describe the steps to transmit a Positive Pay file to the Bank and include the preferred
software required.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The U.S. Bank SinglePoint Positive Pay process is described below:
The County transmits "main" issue files containing
information about all the checks you are issuing to U.S.
Bank each day.
The County may transmit additional issue files throughout
the day if they need to, or simply issue "one-off' checks
through SinglePoint Issue Maintenance.
-Th
Issue files can contain check data from multiple accounts, and each account has its own
decision default rule to handle exceptions ("pay all" or "return all"). SinglePoint
Positive Pay keeps track of all of this.
Positive Pay accepts transmitted issues and updates its issue file hourly, at the top of
the hour from 6:00 am. until 10:00 p.m. MT Monday Saturday and at 5:00 p.m. MT
on Sundays.
It takes approximately 30 minutes to update information at the teller line with
electronic data after the issue is received by U.S. Bank.
. The final input deadline for transmitted issue files is 9:00 p.m. MT.
Positive Pay accepts issues submitted through SinglePoint Issue Maintenance and
updates its issue file hourly, ten minutes to the hour, from 5:50 a.m. MT to 8:50 p.m.
MT Monday Saturday and at 5:00 p.m. MT on Sundays.
It takes approximately 30 minutes to update information at the teller line with
electronic data after the issue is received by U.S. Bank.
The final input deadline for Issue Maintenance submitted issues is 8:50 p.m. MT.
The County's checks will present and post to Hogan and the next day the customer will
decision any exceptions. The County has from 9:00 a.m. until 2:00 p.m. account
processing time each business day to make decisions about individual exceptions that
are listed.
b. Provide the process to receive either an acceptance or a rejection notification of the
Positive Pay file.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Positive Pay reports are delivered:
Through the Internet via SinglePoint Positive Pay
The County can receive an alert that there are exceptions to review on SinglePoint
Positive Pay via the phone, fax, email and a message on SinglePoint.
Include the latest timeframe whereby exception items are available for decisioning.
U.S. Bank wiH notifS' the County no later than 9:00 a.m. MT of any exception items.
Include the latest timeframe whereby exception items must be decisioned.
The County has until 2:00 p.m. MT to decision ekception items.
Provide if the Hank has the capability to send an e-mail, which includes the last four (4)
digits of the affected account, to various users when there is an item to decision.
U.S. BANK CAN PROVIDE THE SERVICE WITH THE FOLLOWING
EXCEPTIONS.
SinglePoint will provide an email alert to the County that there are exceptions to review on
SinglePoint Positive Pay. The Positive Pay Exception List will provide the entire account
number for each decisionable item.
Provide if the County can set a default decision of "No Pay".
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The County sets the default when the service is activated. Default options include "return
all" or "pay all." The County can change your default at an account level using SinglePoint
Positive Pay.
g. Provide any other information the Bank feels would assist the County in evaluating this
service.
If the County's accounting system can at some point allow it, we recommend the following
enhancements to Positive Pay:
Teller Payee Positive Pay option
Positive Pay customers have the option to have payee name information verified prior to
checks being cashed by U.S. Bank tellers.
Reduce check fraud at the teller windowThe check amount, check number and
payee name on checks presented for payment are matched to the data on your issue file.
Any mismatches are not cashed, but returned to the presenter.
Requirements:
Add payee name information to your issue file.
Veri& that the payee name on the check exactly matches the payee name on the
issue file.
Payee Positive Pay option
In addition to Teller Payee Positive Pay, leverage our most advanced Positive Pay service,
which provides the most complete fraud protection. This service expands our payee name
verification to all items processed for your Positive Pay account, both at U.S. Bank's teller
line and in the back office. The Payee Positive Pay service option is available only through
SinglePoint, a suite of integrated online treasury management solutions.
Timely fraud alertsU.S. Bank Payee Positive Pay identifies payee name
mismatches. These exceptions will be presented to you daily in the SinglePoint Positive
Pay Exceptions List for your review, along with all other Positive Pay exceptions.
Easily view exception images and make payment decisions onlineYou can link
directly from the exception list to the corresponding check image. You can view and
manipulate the image and easily make your decision from the image viewer.
Pre-approved checks for Payee Positive Pay uses Safeguard check stockU.S. Bank and Safeguard are partnering to provide Safeguard check stocks guaranteed
to meet U.S. Bank guidelines. To order Safeguard check stock, call 877-632-7572 to
locate a Safeguard consultant.
Requirements:
Add payee name information to your issue file.
VerilS' that your check stock meets the specifications on the U.S. Bank Payee
Positive Pay Check Formatting Guidelines.
Complete and return the U.S. Bank Payee Positive Pay Check Image Questionnaire.
U.S. Bank evaluates and confirms the payee name readability of your check image.
b) Cleared Check File
The County performs reverse positive pay daily into the County's financial software, J.D.
Edwards. The County downloads, via the Bank's Internet reporting system, a single
electronic file that contains cleared check information for the Accounts Payable, Treasurer's
and Payroll bank accounts. This file contains: a bank account identifier, the check number,
check amount, and the date the Bank paid the check The file layout is specific to the
County's accounting system.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a. Describe the Bank's ability to provide a cleared check file from the Bank's Internet
reporting system.
U.S. BANK IS ABLE TO FULLY PROVIDE TIlE SERVICE.
The County can continue to employ SinglePoint's saved report
filters to upload cleared check files. We recommend that the County
consider utilizing SinglePoint's Report File Delivery service. By
utilizing this service, a link between Douglas County Treasurer and
U.S. Bank can be established, allowing for the direct transfer of
information reporting into the County's accounting software.
Provide if the Bank would develop the file to the County's specifications.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
U.S. Bank will continue to work with the County to ensure that your file specifications are met.
If the file is developed by the County, explain any media available (Bank report writer,
import in standard form and translate to meet the County's required file layout, etc.).
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The SinglePoint Report File Delivery Transmission service allows the County to create
and customize a scheduled delivery of their reports to a transmission mailbox. The County
can set up schedules for all accounts and standard reports to which they are entitled, with
the exception of special reports.
Once the County has gone through the process of selling up a transmission mailbox, your
users can click the "Manage File Delivery" link in the left navigation under Information
Reporting to create, edit and delete report schedules. The County can choose the data and
report type, the file format, the accounts you want included, the frequency of delivery and
finally the destination mailbox (if they have multiple mailboxes).
The County can automatically feed this data into their internal accounting system or other
computer-based applications. Please refer to the Data Transmission Options Matrix in
the Exhibits section for details regarding communication methods that the bank supports.
Include currently available file formats (e.g. .xls, csv).
The County can utilize CSV and BAI2 file formats.
Provide any other information the Bank feels would assist the County in evaluating this
service.
At this time, U.S. Bank does not have any additional information to provide.
c) Online Check Image Retrieval
The County retrieves images of issued checks via the Bank's Internet reporting system for
three (3) disbursement accounts, Accounts Payable, Treasurer and Payroll checks. Highresolution image recovery showing the front and back of each check is required. Per I.R.S.
code, images of these checks must be available for a period of seven (7) years.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a. Describe the Bank's ability to offer online check image retrieval of County issued checks.
SinglePoint Image Access is a powerful image viewing and retrieval application. Users can
view paid checks, deposit tickets, deposited checks, miscellaneous debits or credits,
returned deposited checks, returned redeposited items, returned deposited item (RDI)
advices, ICL deposited items and ICL administrative returns with a couple of mouse clicks.
SinglePoint Image Access features include:
Find images using any of a number of search parameters across multiple customer accounts.
Images can be saved and shared.
List page values can be sorted by any column.
Images are quickly available and retained for seven years.
Image Access is integrated with other SinglePoint services.
Describe the process to retrieve check images, including the source application.
To initiate a search in SinglePoint Image Access, the user must select:
I. An account (DDA or MICR) or leave the default value at "All Accounts."
2. A transaction type if other than the default value of checks only.
All accounts in the user profile are available for image retrieval. Users do not need to type
an account number to initiate search. These accounts can be different from the accounts in
information reporting prior day detail that will also have access to check images.
Provide the Bank's maximum image retention period. Include the retention period for
immediate retrieval and, if applicable, if older images require a waiting period to receive
and how long that period is.
The County can request images posted within the last seven years; however, SinglePoint
retains information and images for 45 days, so the image retrieval capability in that service
is limited by the service itself. If the County extends previous day storage to 60 or 90 days,
image availability correspondingly increases to those increments. Images less than 90 days
old may be viewed immediately; Images older than 90 days can be requested from
SinglePoint's digital image archive.
Image retrieval times are as follows:
Two days for less than 15 items under one year old.
Ten days for 15-200 items under a year old, negotiable over 200.
Four days for less than 15 items over one year
Twenty days for more than 15 items over one year.
d. Provide any other information the Bank feels would assist the County in evaluating this
service.
We recommend the County use SinglePoint Image File Delivery, referenced above.
SinglePoint Image File Delivery features include:
Transmission schedules are flexible and can be scheduled for daily, weekly, monthly,
bi-monthly or a customized calendar transmission of images.
The status of each transmission can be monitored in SinglePoint.
Transmission schedules can be changed in SinglePoint.
Customers can time their access to image file transmissions.
Transmissions are available for the front and back of paid checks, deposit tickets,
miscellaneous paper debits and miscellaneous paper credits.
The transmission format is in ZIP. The ZIP file contains the index file (CSV format)
and the image files (TIF format).
Customers can request single use files of historical images.
Customers can request files to be recreated.
Files can be easily incorporated into internal image archive systems to allow for import
and storage of images in a cost-effective manner.
Images can also be viewed from other SinglePoint service areas:
Image Access
Information Reporting (previous Day Transaction Detail Report and Transaction
Search Results)
Positive Pay
Reverse Positive Pay
Stop Payments (cleared checks only)
d) Payroll Card Services
In the proposal, the Bank should provide the following information:
Describe the Bank's process to enroll employees into payroll card services.
Include the steps to upload the file that authorizes payment to be loaded onto the
employee's prepaid card and if this can be done via a secured Internet connection.
Describe all reporting available to both the County and the County's employees.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. Bank has multiple prepaid/payroll cards that may fit the County's needs. While the
loading volume of ,6SO is very helpful, U.S. bank wouJd like to have a deeper discussion
regarding the total number of cards, the loading frequency, controls required, and any other
specific requirements before providing detailed information. Different programs have
different costs and benefits, so it is U.S. Bank's desire to provide the right fit for Douglas
County.
4)
Wire Transfers
The County sends wires for investment purchases and a limited number of vendor payments. Wires
received are generally for investment redemptions and property tax payments. The County initiates
wires online through the Bank's Internet reporting system. Available wire formats include: a)
repetitive wires (only the amount and date fields change each time it is used), b) semi-repetitive (the
amount, date, and reference information fields change), and c) free form wire formats. Templates for
repetitive and semi-repetitive wires are stored on the Bank's server and cannot be modified. Futuredated wires may be entered up to thirty (30) days in advance. All
templates and wire transfers
require segregated initiation and approval rights. The Bank's Internet reporting system also
provides detailed reporting of future dated, received and sent wires and their associated Fed
Reference numbers, Repeat Code report, Template Detail report and Audit Report. Mailed Bank
debit and credit paper advices are not required.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a) Provide the opening hours and cut-off times for initiating and approving outgoing wire
transfers to ensure same-day execution. Provide the cut-off time for incoming domestic wire
transfers to receive same day credit.
The following are U.S. Bank's opening hours and cut-off times in Mountain Time for initiating
wire transfers to ensure same day execution.
In put Method
Type of Transfer
Domestic
Same Day Fedwire and
Internet
(SinglePoint)
Voice or VRU
CPU-CPU
(Mainframe Batch Wire)
6:30 a.m.-3:30 p.m.
6:30 a.m.-3:30 p.m.
6:30 a.m.-3:00 p.m.
Same Day Internal
7:30 a.m.-5:00 p.m.
6:30 a.m.-5:00 p.m.
6:30 a.m.-3:00 p.m.
Future Day Fedwire,
Drawdown and Internal
6:30 a.m.-5:30 p.m.
6:30 a.m.-5:30 p.m.
6:30 a.m.-3:00 p.m.
Same Day (USD)
6:30 a.m.-4:00 p.m.
6:30 a.m..4:00 p.m.
6:30 a.m.-3:00 p.m.
Same Day (Foreign
Currency)
6:30 a.m.- 3:00 p.m.
6:30 a.m.-3:00 p.m.
6:30 a.m.-3:00 p.m.
Future Dayi day only
6:30 a.m.-5:30 p.m.
6:30 a.m.-5:30 p.m.
6:30 a.m.-3:00 p.m.
6:30 a.m.-3:00 p.m.
6:30 a.m.-3:00 p.m.
6:30 a.m.-3:00 p.m.
Drawdowil
Intrnatioflal*
(USD)
Future Dayi day only
(Foreign Currency)
*Please Note: Internationa wire transfers are sent on the day us. Bank is instructed to send it The vane
date defines the date the benejIciary should receive the funds within their account. However, U.S. Bank does
not have control over an international bank and the process they use to complete the wire.
The cut-off time is 4:00 p.m. MT for same-day credit on incoming domestic wire transfers.
b) Describe the wire transfer initiation options available (e.g. repetitive, semi-repetitive, etc.).
Include how long before a repetitive and semi-repetitive template, hosted on the Bank's
server, can be used.
The table below describes wire transfer origination processes. The descriptions assume no
repair or reject activity (which branch to special sub-processes) and that sufficient funds are in
the scttlement account to cover the value of the wire transfer.
Wire Initiation
Method
Voice-VRU
Initiation
Approval
An authorized user calls
Wire Transfer Operations
to initiate a wire.
Wire Transfer Operations
contacts an authorized
approver at the customer
to approve all nonrepetitive wire transfers
(approval is optional for
repetitive wire transfers).
An authorized approver
accesses the nonrepetitive wire transfer in
SinglePoint and approves
The initiator provides a
PIN and instructions to
Internet
(SinglePoint)
submit the wire transfer.
An authorized user logs
in to our browser-based
interface (SinglePoint) via
the internet and initiates
wire transfers.
The user must enter a
PIN prior to submitting
the wire transfer.
CPU to CPU
(Mainframe
Batch Wire)
Automated
Standing Vire)
Transfer (AST)
The County creates and
populates a batch of wire
transfers on their internal
systems. The batch file is
then transmitted to U.S.
Bank through direct
transmission.
The County completes a
paper form defining all
the wire transfer details
authorizing the Bank to
send a wire at the
scheduled intervals,
Release
The Bank initiates and
releases the approved wire
immediately upon
confirmation.
The County transmits the
approved wire transfer
directly to the bank from
SinglePoint.
it.
Approval requirements
can be defined for
Repeat Codes and
template-based repetitive
wire transfers through the
administration tool on
SinglePoint.
Approval is controlled
through customer's
internally defined
procedures prior to the
wire transfers being
submitted to U.S. Bank.
No Bank callback is
triggered with this
method,
The County's approval is
secured through the AST
authorization form,
The Bank releases wire
transfers within a few
seconds of receipt that are
free of errors and have
sufficient funds are available.
The Bank releases the file
after all transfers in the batch
are checked:
Wires are released after the
last wire transfer record is
validated, which may take a
few seconds to a minute,
depending on batch size.
The AST is processed on the
appropriate date/day, at the
defined time and for the
preset value based on the
authorization form
specifications.
The Bank processes online requests for Repeat Codes for repetitive wire transfers within five
business days. When a Repeat Code is ready to use, it is uploaded into SinglePoint with a
confirmation message. U.S. Bank also mails a confirmation to the County.
Explain the Bank's policy and procedure in the event of an outgoing wire transfer creating a
daylight overdraft.
The County can be set up at either the account level or customer level to calculate your daylight
overdrafts. The daylight overdraft can be measured across all accounts for wire transfers as long
as all accounts are included in the setup for the wire transfer process. Balances regarding
daylight overdrafts are not provided to customers. Currently, U.S. Bank does not charge its
customers for general daylight overdrafts.
Explain the Bank's policy in the event of a wire transfer failure. Include how and when the
County would be notified of a failed transfer.
U.S. Bank reviews each wire transfer failure on a case-by-case basis to determine how the
transaction should be resolved. The Receiving Bank notifies the customer by first class mail
that it has rejected a payment order.
Indicate if the Bank's reporting system has the ability to report, via the Internet, wire activity
status and Fed Reference number.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The full wire transfer advice detail displays in both current day and previous day details within
SinglePoint. Wire transfer reports generated in information reporting list the following detail
(optional fields appear if the information is part of the wire transfer record).
Date and time entered
Date and time approved
Repeat Code
Amount
USD equivalency
Contract number
Exchange rate
Beneficiary name and account
Debit account name and number
Initiator
Approver
Originator to beneficiary data
Bank to bank data
Sender
Originating bank
Beneficiary bank data
Originator
Date and time received
Date and time transmitted
Wire transfer sequence or PAR number
Control Number
Beneficiary reference
Receiver bank
Fed reference number
I) Provide any other information the Bank feels would assist the County in evaluating this
service.
At this time, U.S. Bank does not have any additional information to provide.
ACH Services
5)
The County initiates ACH disbursements as discussed in the following paragraphs. Segregated roles
of initiator and approver are required for all transactions. Preferably, a level of confidentiality is
available for Payroll Direct Deposit transmissions, whereby, they cannot be viewed by Accounts
Payable or Treasury. It is further desired to restrict viewing, or at a minimum modifying, Accounts
Payable transactions by Treasury and Payroll. Treasury approves all ACH transactions for the
County, with the eNception of the Direct Deposit file. If the receiving bank rejects the payment (e.g.
account is closed, invalid account number, etc.) the Bank notifies the County via their Internet
reporting system, which includes the reason for return, and credits the money to the County's
Master account. When a Notice of Change (NOC) is received by the Bank, it notifies the County of
the corrected information via their Internet reporting system. Other online reports include a detailed
listing of all ACH transactions, Templates Report, Import Error Report and Audit Report, each for
a defined period of time.
Manual Free Form ACH
Both the County's Finance and Treasurer's departments do periodic manual ACH
transactions that are not produced via a file upload. The transaction creates a template of the
receiver's bank instructions, which must be approved, and can be reused with only the
amount and effective date modified. CTX fonnat is required for several manual tax
payments to the State of Colorado.
ACH Payroll Direct Deposit
The County's Finance Department, Payroll Division, currently pays most of our employees
via ACH Direct Deposit, which equates to approximately 950 transactions monthly. However,
the County is interested in implementing payroll card services, whereby payroll amounts can
be automatically loaded on a prepaid card, and are requesting pricing in Section IV, Proposal
Pricing Spreadsheet. Payroll is only issued one time per month and paid on the last business
day of the month. No later than two (2) business days prior to the payroll date, an electronic
file is processed in the J.D. Edwards accounting system and transmitted to the Bank via the
Bank's Internet secured wcbsite in the required PPD format. The Finance Office confirms
receipt of the file in the Bank's reporting system, including the total count of transaction and
total dollar amount. The transmission is then approved within the Finance Department.
ACH to Taxing Districts
The County's Treasurer's Office pays the Douglas County Taxing Districts via ACH, which
equates to approximately two-hundred (200) transactions per month. No later than two (2)
business days prior to the District distribution date, an electronic file is processed in the J.D.
Edwards accounting system and uploaded to the Bank via the Bank's ACH Internet secured
website. The transmission is then approved within the Treasurer's Office.
ACH To Vendors
The County's Finance Office, Accounts Payable Division, pays many vendors via ACH.
Currently, this equates to in excess of 300 transactions per month and occurs almost daily.
The initiator prepares the disbursement file in J.D. Edwards, the County's accounting
system, and then uploads it to the Bank's ACH Internet secure website. The transmission is
then approved within the Accounts Payable department before final approve and send at
Treasury.
e) ACH Debit Block/Filter
Since ACH debits are Hot authorized on eight (8) of the CouHty's bank accounts, a full ACH
Debit Block is required on these accounts. On two (2) of the bank accounts, (Master and
Payroll Tax) an ACH Filter is required.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Describe the Bank's ACH electronic file submission process for Direct Deposit, Vendor
and Taxing Districts payments.
Data can be submitted to U.S. Bank via ACH Direct File
Transmission, SinglePoint ACH Origination, or through a
third-party processor.
Once the Direct Deposit information is received, U.S. Bank will transmit the transactions
contained in the data file into the ACH network to ensure they post to the receivers
accounts on the designated settlement date. The National Automated Clearing House
Association (NACHA) formatted data file must be submitted to the bank one or two
business days prior to the transactions' settlement date. The input deadline for mainframe
transmissions (directly from the County or through a third-party) is 9:30 p.m. MT and for
SinglePoint transmissions is 8:00 p.m. MT. If the input file is submitted after the applicable
deadline for the transmission method, then funds settlement and availability to recipients
will be delayed until the next valid business day. Funds will be available by 7:00 am.
(account holder's local time) to Direct Deposit recipients at any domestic financial
institution. U.S. Bank suggests sending payroll files two business days prior to the
effective date whenever possible to ensure open of business availability.
Describe the Bank's ACH payment process for manual transactions.
SinglePoint ACH has two distinct sets of navigation sequences: one for defining the ACH
header information and transactions in ACH templates; and another to initiate and approve
batches from those templates. Each of these ACH process flows are described in two parts:
A diagram shows all the components involved in managing ACH.
A process table that describes activities and possible outcomes in each stage.
ACH Template Process Flow Diagram
All ACH transactions must be contained in a template before initiating. SinglePoint has a
distinct set of pages to create, modif', delete and report from ACH templates.
Manage eCH
templaths
V
Cream, wpy
or modify
templath
Import
templath
Export
templath
De eth
templath
Approve
templath
View batd,
activity
Adjust
'I,
Creath, wpy
or modify
transactions
'I,
View
Transaction
List
View
Transaction
H isth ry
View
Templats
History
ACH Batch Process Flow
Approve
temp late
Initata
prenotes
Initiate batch
Approve
batch
Create, copy
Approve
batch
or modify
transactions
View
Transaction
Wi
(sendary
approval)
View
Transaction
Histhry
View haS.
History
batch
Include the transmission cutoff time in Mountain Time (MT) and required number of
lead days prior to payment day.
The table below lists U.S. Bank's cut-off times.
ustomer Input Method
ut-Off Time
Day Cycle
Night Cycle
8:00 p.m. MT
(Domestic)
8:00 p.m. MT
(Domestic)
SinglePoint ACH
5:00 p.m. MT
5:00 p.m. MT
(International with FX) (International with FX)
Same Day
Transfer
8:00 p.m. MT
(Domestic)
FTP Transmission
9:30 p.m. MT
9:30 p.m. MT
9:30 p.m. MT
PC-CPU (Asynchronous)
9:30 p.m. MT
9:30 p.m. MT
9:30 p.m. MT
Touch-Tone Phone
n/a
n/a
n/a
Terminal (Direct Transmission) 9:30 p.m. MT
9:30 p.m. MT
9:30 p.m. MT
ACH Adjustment Requests
6:00 p.m. MI
6:00 p.m. MT
n/a
ACH Positive Pay Exception
Decisions
6:00 p.m. MI
5:00 p.m. MT
n/a
Provided that U.S. bank receives transmissions by the cut-off times specified above,
payments will process the following day.
Describe the method of notifying the County that the electronic file has been accepted or
rejected and if the Bank has the capability to provide the file total and number of
transactions.
Yes, U.S. Bank can provide an automatic file receipt confirmation within 30 minutes to
one hour of receiving the County's ACFI file. The ACE! File Confirmation notification
provides information from the file including:
File creation date and time
File ID modifier
Batch count
Entry and addenda
Debit and credit amount
Positive or negative confirmation regarding the file
For negative confirmations, the County is instructed to contact ACH Services for further
assistance.
e.
Include the method of confirming that the manual ACH is accepted.
Customers originating files via ACM Direct Transmission or through another method
(third party originator) may receive a notice from ACH Services confirming that the
file was received and will be processed.
A file confirmation is a notice that can be securely emailed, faxed or transmitted back
to the customer after the file has been transmitted to the bank. The notice confirms that
ACH Services received the ACH file for processing. This is called the ACM File
Confirmation Service. An organization may be setup with an unlimited number of
email addresses or fax numbers to receive the file confirmation notice.
U.S. Bank offers touch-tone response access with validation totals followed by a
confirmation from the Bank that the ACH file was received and will be processed.
Customers can confirm receipt during a window beginning 30 minutes after validating
control totals and ending one hour after contiol total validation. Customers can confirm
through fax, email, transmission or manually by re-accessing the Interactive Voice
Response (IVR) unit.
Customers originating through Direct Transmission can access the ACH File
Confirmation System by touch-tone telephone. The customer enters transaction totals
as prompted by an IVR. The IVR compares entered amounts with amounts on the file
and confirms matches and discrepancies within 30 minutes of submission. The control
totals and file should be submitted simultaneously. The customer calls into the service
and selects the confirmation option to validate entered totals.
Customers may choose to bypass entering control totals prior to processing if the
company's security procedures prevent them from doing so. U.S. Bank then processes
the file received from the customer with no control totals requiring reconciliation. The
option to bypass entry of control totals requires the customer to receive a file
confirmation through one of the notification methods and to respond to any processing
issues npted in the confirmation.
Disclose any circumstances in which the Bank could do same-day ACH transactions.
Files sent to ACH by 9:30 p.m. MT are processed on the same day.
Fully describe all options the Bank offers for transaction confidentiality between
departments.
For security, SinglePoint employs 128-bit encryption, SSLv3, individual customer IDs and
passwords. Additionally, VeriSign Tokens are required to transmit AC!-! transactions.
Please refer to our response to Question h below for further detail.
h.
Include the Bank's capability to allow for dual ACH security roles, initiate and approve,
for both file transmission and manual transactions.
The County defines security levels for SinglePoint as part of the implementation process.
Security levels are set at account, function and user levels. The County can also set a dollar
amount limit at the company level and individual user level for both batch initiation and
approval. Additional security controls, such as locking and confidentiality, prevent
unauthorized users from modifying transaction detail or initiating invalid batches.
The implementation team at U.S. Bank establishes customer-defined
security levels during setup. System administrators at the County site
may change user and account security levels using SinglePoint's system
administration service. By default, modifications by system
administrators are subject to dual approval. Alternately, a customer may
also request that implementation representatives at U.S. Bank complete
desired security changes.
i.
Provide the Bank's preferred method of notifying the County of ACH rejected payments
(e.g., account closed, invalid account number, etc.). Include the notification method for
Notice of Change (NOC).
The County can review your blocked and filtered exception items within the ACH Positive
Pay service or by accessing the following reports from SinglePoint's Special Reports
menu:
ACH Filter Rejected Item Report for filtered and rejected items
ACH Filter Authorization Report for items authorized to post to an account.
J.
Explain the Bank's policy in the event of a Bank ACH transfer failure.
U.S. Bank SinglePoint provides multiple contingency options, including site redundancy,
to ensure system up time. Additionally, SinglePoint's ACH services enable customers to
export ACFI template and transaction information in NACHA file format.
Direct transmission contingency procedures are unique to each customer and can be
discussed with the customer during the transmission verification process.
k. Provide information on any further ACH services the Bank offers.
The SinglePoint ACH Positive Pay service helps to detect ACH fraud by electronically
matching incoming ACH transactions to account authorizations that customers can create
and manage online. The County creates authorizations on each of their accounts.
Authorizations are sets of rules that the customer can establish to determine which
incoming ACH credits and debits they want to allow to post to their accounts. The
Bank compares the County's incoming items to these authorizations. Any non-matching
items are identified and reported to the County as ACH Positive Pay exceptions.
With ACH Positive Pay, each day the County is able to review a list of these non-matching
transactions and decision them. LaunchPoint or External Messages can alert them that
exceptions require decisions. Their decision options are to either Pay the item, allowing it
to post, or they will have the option of returning exception items back to their originator.
As a default, SinglePoint will also Return All exception items that have not been
decisioned by 6:00 p.m. MT on their effective settlement date. This means that the
exception items will be returned unless the company instructs U.S. Bank, through
SinglePoint, to handle an exception item differently.
The County establishes ACH authorizations on your accounts and can review any new
items that do not match your authorizations by the 6:00 p.m. MT decision deadline.
Authorizations can include the following criteria:
Create a single authorization on multiple accounts, or create unique authorizations for
each specific account.
Choose to allow debits or credits to post to an account.
Determine the number of times authorized transactions may post.
Place a maximum authorization amount on an account; alternatively, the County may
choose to allow only specific amounts to post to an account.
Allow only transactions from a specific company (or companies) to post to an account.
Create a date range for the authorization.
Incoming ACH transactions that meet the authorization requirements will process
successfully and post to the customer's accounts. However, incoming ACH transactions
that do not match existing authorizations will be placed in a pending status.
The County can review a list of Exception Items in a pending status and then have the
option to decision (either pay or return) those items by 6:00 p.m. MT on the exception
item's effective date.
**
a small percentage of items may collect and process through A CH Positive
Pay after business hours, p/ease remind customers to remain diligent about setting up
authorizations for expected incoming items, particularly when they are transacting
business with other US. Bancorp entities or US. Bank customers.
Debits for Federal Tax Payments
Vendor Payments
ACH Positive Pay Dual Authorization
The County can introduce additional security to their ACH Positive Pay processing by
using ACH Positive Pay Dual Authorization. With Dual Authorization, approvals can be
required for alt exception and authorization actions or only for actions related to items over
a customer-specified dollar threshold, called the zero approval amount.
For exception items, an initial user indicates whether an item should be treated as pending,
return/no pay or accept/pay and then a secondary user must approve the action in order for
the decision to be communicated to the bank. For authorizations, an initial user adds,
modifies or deletes the authorization and a secondary user must approve the action in order
for the decision to be communicated to the bank. The County determines which ACH
Positive Pay users have approval authority based on the group in which they are placed.
I.
Provide any other information the Bank feels would assist the County in evaluating this
service.
Atthis time, U.S. Bank does not have any additional information to provide.
Other Banking Services
6)
Other banking services required by the County are:
a) Change Order Services
The County's Clerk and Recorder's Office has five (5) locations that request change orders.
The request is made via a touch-tone telephone and delivered by armored courier to the
appropriate branch location.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a. Describe the Bank's preferred method for requesting change orders.
U.S. Bank has an automated coin and currency order service, which is described below.
Cash Vault
Cash Vault Services utilizes the Glory VAS and Comp-U-OrderTM
automated systems to reduce cash deposit processing time and speed
collection as an enhancement to the customer's treasury management
function. Armored carriers deliver cash and check deposits to U.S.
Bank's highly secured Cash Vault. The amount of cash deposit is
entered into the system and assigned a trace number. The deposit is
tracked by the systems from receipt to verification, allowing U.S. Bank
to constantly monitor the status of all deposits. Cash deposits are sent
to the verification area while check deposits go to item processing for
deposit to the customer's account.
The Glory Comp-U-Order automated phone ordering system and SinglePoint Cash Vault
online ordering allow change orders to be placed 24/7. Standing change orders, containing
pre-determined denominational values and pre-scheduled delivery days, may be setup
through Cash Vault Services to avoid having to manually place daily orders by telephone
or Web. Standing change orders allows customer's corporate offices to set change order
amounts to ensure the local stores are not ordering excessive amounts and avoid any fraud.
Security is of utmost importance to U.S. Bank's Cash Vault Service. U.S. Bank's Cash
Vault has camera surveillance throughout. The Glory VAS System has built-in counterfeit
detection.
Change Orders
Orders may be placed 24/7 on Comp-U-Order or SinglePoint Cash Vault. Weekend orders,
including Monday inventory, must be ordered by the Friday deadline for all vaults.
Customers must make all arrangements with their courier for change order delivery.
b.
Include daily cutoff time for ordering and anticipated shipment timeframe.
The following are U.S. Bank's cut-off times for receiving orders:
12:00 p.m. MT (standard)
10:00 am. MT (nonstandard)
Orders placed prior to the above deadlines for a given vault location are typically available
for pickup by the armored vendor and delivered on the same business day.
Include any minimum purchase requirements.
For cash vault services, vaults provide strapped and loose currency. U.S. Bank prefers
orders of full boxed coin, but individual rolls of coin are also available. Discounts are
offered for ordering full straps of currency and full boxes of rolled coin. There is a
minimum order of $1.00 and all orders are must be whole dollars. hi all cases, the Bank
debits the change order amount to the County's account on the day the order is made.
Discuss any cost reduction features the Bank offers (e.g. full bill straps, etc.).
U.S. Bank has priced the cash vault functionality so that the County can operate in a
manner that benefits itself, rather than making it easier on the Bank.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. Bank's Remote Cash Deposit allows the County to deposit cash
electronically by using an on-site vendor-supplied safe that transmits a
daily posting file to U.S. Bank for credit into your depository account. U.S.
currency is stored in locked cassettes for secure retrieval by an armored
courier at a later date. Depository transaction detail may be obtained
online through U.S. Bank SinglePoint, using prior day information reports.
Users of the smart safe service contract directly with the armored courier
for equipment leasing, maintenance, transportation and deposit
consolidation. U.S. Bank's role as your depository bank is to receive the
posting data file from the armored courier, provide credit to your account
and accept the consolidated currency from your armored courier.
All coin, checks, mutilated currency, coupons or other similar items that are not accepted
by the safe's bill acceptor are prepared as a separate deposit and will not receive
provisional credit under the Remote Cash Deposit service. All cash deposits are picked up
and verified by the armored courier. If discrepancies are noted at this time, the difference
between the actual and reported amounts are debited or credited to your depository account
as deemed appropriate. Check deposits will be delivered to the bank for processing.
Change Fund Services
Remote Cash Deposit can provide change fund services delivered to you by your armored
courier. US. Bank automated currency and coin order services are available through the
Glory Conip-U-Orderphone ordering system or online through U.S. Bank SinglePoint Cash
Vault service. You are assigned a unique customer ID and password to securely access the
telephone ordering system and the SinglePoint Cash Vault ordering functionality. Change
orders must be placed prior to the established deadlines by cash vault location (typically
one to two business days prior to delivery date).
The Glory Comp-U-Order automated phone ordering system and SinglePoint Cash Vault
online ordering service allow change orders to be placed 24/7. Standing change orders
containing pre-determined denominational values and pre-scheduled delivery days may be
setup to avoid having to manually place daily orders by telephone or Web. Your corporate
offices can use standing change orders to ensure local stores are not ordering excessive
amounts of currency. Limiting orders in this manner can avoid potential fraud. Weekend
orders, including Monday inventory, must be ordered by the Friday deadline. All
arrangements for change order delivery are made by you with your armored courier.
Remote Cash Deposit may reduce the frequency of armored pickups per week for some
locations. As a result, it is important to manage your change fund levels until your next
scheduled pickup/delivery.
b) Returned Item Processing
The County utilizes the benefits of Re-presented Check Entry (RCK) for all returned checks.
This allows
for eligible insufficient funds returned items to be presented an additional two
(2) times. The County does not "time" the additional ACH re-presentments. Insufficient
funds returned check items that are not eligible for RCK are automatically re-presented in a
paper form one (1) additional time.
Once it is determined that the County must pursue collection on a returned item, a copy of
the image replacement document (IRD) must be provided to the County to determine the
payer and depositing County department.
In the proposal, the Bank should provide the following information:
U.S. Bank no longer supports RCK; however, we have provided our standard processes
for returned items and special instructions the County can provide to direct processing.
a.
Describe any notification processes available via the Bank's information reporting system
of both eligible and ineligible RCK return items.
U.S. Bank offers three notification service options: SinglePoint, data transmission and fax.
The ACH Returns and NOC report include previous day settled items. Information about
NOCs and returns is available on SinglePoint by 9:00 a.m. MT.
ACH returns are listed in SinglePoint with key data from the batch header and specific
details about each item, including:
Company name and company ED number
Date and processing cycle of the item
Settlement date of the transaction
Transaction code
Originating RDFI
Receiver's account number
Individual ID and name
Amount
Return reason code and description
Addenda information.
SinglePoint offers an automated NOC Update service. ACH transactions originated
through SinglePoint that generate Notifications of Change (NOCs) from the receiving
institution automatically update the ACH template in SinglePoint. SinglePoint reports
transactions that were automatically updated by the Bank, based on NOC information.
b.
Provide if each re-presentment creates a credit to the County's bank account, followed by
a subsequent debit each time the check is returned.
U.S. Bank's standard service is to chargeback item(s) to the deposit
account on the first return. We do not automatically redeposit any
item without special instructions. U.S. Bank currently processes
returned items at two Operations Centers: St. Paul, Minnesota and
Portland, Oregon. Returned items are processed in an image-based
environment using Touchless Returned Item Processing System
(TRIPS) software. One of the most sophisticated in the industry.
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Include the Bank's preferred method(s) to provide the County with the IRD of the
returned check (e.g. online image, USPS, etc.) and the anticipated timeframe till available
to the County.
The County can establish special instructions for: redeposit; email or fax notification; mail
advices/items to an alternate address; charge items to an alternate account; or provide
duplicate advice copies. Transmission of returned item information with option images is
also available. Online decisioning for current day items and reporting of previous day
detail is available through SinglePoint. Special instructions are available by account or
location.
As the County's returned items are processed by TRIPS, they go through a number of steps
to determine processing procedures. Outlined below is a description of the critical steps
that comprise that process:
U.S. Bank receives returned items within an image cash letter.
The MICR line of the item is read and compared against a captured item file created
during the initial deposit process.
The returned item is matched to an associated deposit ticket on the captured items file.
Following the match, the system accesses the returned item special instructions
associated with the item.
Returned items are processed according to documented procedures and any special
instructions on file for the account.
When returned items are forwarded to the County, the returned items are attached to an
advice. A maximum of eight returned items can be attached to a single advice. For
reconcilement purposes, each advice matches to a single debit on a customer's bank
statcment.
U.S. Bank's processing of returned items may result in the County receiving multiple
advices and debits on a given day. Multiple advices can be the result of many factors
including segregation by store number, reject processing (bad MICR, mutilated item) and
multiple cycles. Special instructions are available to allow a consolidated debit for multiple
advices by location or by account. However, because returned items are processed at two
different locations, a daily advice may be created by each return location.
d. Describe any other reporting capabilities the Bank can offer. You may include sample
reports for clarification.
U.S Bank's ACH return item processing is completed at end of day at which time funds are
posted to the account. ACH return reports are available the next business day. There are
two options for viewing previous day settled ACFI Returns online:
The ACH Settlement report
The ACH Return and NOC report
Each of these reports is available from SinglePoint's Special Reports menu.
ACH Returns can also be reported back to the company via fax or transmission. The ACH
Return Transmission reports previous day settled returns or current day returns that will
settle at end of day and is available by 8:00 a.m. MT.
e.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. bank does not have any additional information to offer at this time.
c)
Account-to-Account Transfer (Book Transfer)
The County transfers their Federal Payroll taxes from the Master account to the Payroll Tax
account via an Account-to-Account transfer, this occurs several times per month. Once a
month, the County does Account-to-Account transfers from the Social Security Beneficiaries
account to the Master. Account-to-Account transfers use the Bank's secure Internet
reporting system, via templates, and requires segregated initiate and approval rights.
Detailed Account-to-Account transactions and template reports are available on the Bank's
Internet reporting system.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a. Describe the Bank's preferred method for transferring funds from one of the County
bank accounts to another County bank account.
U.S. Bank SinglePoint Book Transfer allows the County to move funds from one U.S.
Bank account to another. Book Transfer is available every day from 5:00 a.m. to 10:00
p.m. MT for DDA to DDA transfers, and Monday through Friday until 5:00 p.m. local time
for loan transfers. Funds are immediately available in the destination account, as long as
the effective date of the transfer falls on a business day.
SinglePoint book transfers are processed in real time, immediately upon
receipt of input from 5:00 am. to 10:00 p.m. MT every day. Entries
entered outside of operations hours will receive an error message. Book
transfers can be future dated. Note that the initiator of the book transfer
can only select effective dates from the calendar or enter effective dates
that fall on a business day. If the user tries to enter a date that falls on a
weekend or holiday, they will receive an error message, and will need to
select an effective date that falls on a business day.
Both the source and destination accounts must be U.S. Bank accounts that are defined in
SinglePoint. AFS loan accounts, DDA accounts, and Institutional Trust and Custody
(IT&C) accounts are eligible for book transfers.
Include if the Bank allows transfers via standard templates, set up by the County, with
dual template initiation and approval rights.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Yes, U.S. Bank allows both template and non-template book transfers.
Include if the Bank offers dual initiation and approval rights for the actual transfer of
funds.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Yes, the County has the ability to set approval levels independently by user so that one
user's transfers may not require approvals, but another user's may require one or two
approvals.
Provide any other information the Bank feels would assist the County in evaluating this
service.
At this time, U.S. Bank does not have any additional information to provide.
d) Overdrafts and Daylight Overdrafts
In the early morning, it is possible that a daylight overdraft may occur. This occurs when the
County's payroll direct deposit, ACH transactions or investment transactions post to the
account before the transfer of funds from an outside investment account occur. This could
cause a daylight overdraft that would be cured
before the end of the banking day,
usually prior to 9:00 a.m. Overnight overdrafts do not normally occur.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a.
Provide the order that various transactions such as deposits, incoming and outgoing wire
transfers, incoming and outgoing ACH transactions and checks presented are processed
for calculation of overdrafts.
Deposits are processed at 4:30 p.m. MT
Wire transfers (incoming and outgoing) are processed in real time as they are received by
our system.
ACH transactions are processed at 9:30 p.m. MT
Checks are processed at 7:00 a.m. and 8:30 a.m. MT
Include if the County would be notified of daylight overdrafts, when this would occur and
the method of notification.
U.S. Bank, as required by the Federal Reserve, monitors real time daylight overdrafts by
account and by client relationship. To facilitate wire transfers and other routine business,
U.S. Bank can establish an intra-day limit for the County to ensure the movement of funds
as needed. These limits are set for control purposes to protect the County and the bank.
Decisions to release wires with daylight overdrafts are made on a discretionary basis.
However, to protect the County's interests, the County will always be consulted on wires
exceeding the established daylight overdraft limit. Your Relationship Manager will contact
you in all instances of overdraft.
Provide any other information the Bank feels would assist the County in evaluating this
service.
Your Relationship Manager, Sherrie Vogt, will continue to work closely with the County to
ensure the proper movement of funds is completed in the manner the County has requested.
As in the past, any circumstances that require discretionary consideration would be
communicated to the County to assure the validity and accuracy of the transaction.
e) Account Analysis
Each month, the Bank will prepare an Account Analysis/billing statement identifying the
services performed and costs incurred by the County. The County requires a month-end
billing period and receipt of the account analysis within seven (7) business days after monthend. This Analysis statement should include all the services and fees for each bank account
individually, then, a consolidated analysis that bundles the costs for all accounts.
At a minimum, the account analysis must show the following information:
account number
period covered
average ledger balance
o
average collected balance
earnings credit rate
earnings credit allowance
services rendered and description
quantity/volume
per unit charges
extended charges
totals for all services
The County will pay all bank fees via our normal Accounts Payable process rather than the
Bank directly debiting any of the County's bank accounts.
In the proposal, the Bank should provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
a. Include the Banks preferred method of providing the Account Analysis statement and
when it would be available to the County.
Account Analysis statements can be delivered in the mail,
through SinglePoint Information Reporting in several formats,
and in an ASC Xl2 822 file via direct transmission or the
SWIFT network. U.S. Bank can provide the ASC Xl2 822
using the most recent version of the TMA/AFP Service Codes
in the following versions: 3010, 3020, 3030, 3040, 3050, 3070,
and 4010.
When delivered via one of our online services such as SinglePoint information reporting
or EDI (available in the ANSI ASC XI2 822 format), the account analysis is available the
seventh business day of the month. If the analysis is mailed, mailing is generally complete
by the eighth business day of the month, with the DDA being charged on the tenth
business day of the month.
Provide if the Bank has the capability to report the fees for each County account
separately, plus, a statement aggregating all fees into a consolidated Account Analysis
statement.
U.S. Bank can continue to provide the County with a segregated and consolidated analysis
statement.
Include how often fees are posted to the Analysis statement (e.g. daily, weekly or
monthly).
U.S. Bank Customers are billed on a monthly cycle. Applicable service fees are debited
from the designated account on the 10th business day of the month following the month of
activity.
Indicate if the Bank has the ability to provide the account analysis in an exportable
Microsoft Excel format and include all other file formats available.
Account Analysis statements can be delivered via mail, SinglePoint information reporting,
or EDI. EDI statements are sent via the ANSI ASC X12 822 using the most recent version
of the TMAIAFP Service Codes. U.S. Bank can provide the 822 in the following versions:
3010, 3020, 3030, 3040, 3050, 3070 and 4010. The 822 formatted analyses is available
through direct transmission and VAN (Value Added Network) delivery methods.
Statements on SinglePoint are available in PDF, Text and CSV formats.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. Bank has nothing else to add at this time.
I)
Earnings Credit
The County requests the flexibility to choose, at the County's discretion, to compensate the
Bank for services provided as a direct payment of fees in hard dollars or by maintaining a
compensating balance in the County's accounts to pay, or partially pay, for services
rendered.
The County would also like the ability to carry excess earnings credits over to the following
calendar month for a mutually agreed upon timeframe.
In the proposal, the Bank should provide the following information:
Provide the earnings credit rate offered to the County.
The Earning Credit Rate offered to the County is a bank managed rate of 0.40%, indexed
to the Average Federal Rate (+1-0) with a floor of 0.40%.
Include the formula that the Bank uses to calculate the earnings credit rate (ECR) and
include if all accounts that hold a balance will be combined prior to the calculation.
U.S. Bank offers the County a bank managed Earnings Credit Rate that is indexed to the
Average Fed Funds Rate (+1-0 basis points) with a floor of 0.40 basis points (0.40%) for
the life of the contract. Yes, 100% of collected balances in the County's combined
accounts are used in the calculation.
Include if the Bank has the capability to carry excess earnings credits over to the
following month.
While U.S. Bank does not offer the ability to early over excess earnings credits to the
following month, the County may choose to be invoiced on a quarterly basis, allowing
quarterly average collected balances to be used for the calculation of ECR.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. Bank does not have any additional information to provide at this time.
g) Pass Through of Deposit Insurance Fees
Based on Section VI, Proposal Pricing Spreadsheet, the estimated annual base amount for
calculating pass through FDIC insurance is 56,490, in thousands (1.001). The County
recognizes that Deposit Insurance Fees are a substantial portion of the overall Bank fees and
seeks an equitable solution for both parties.
In the proposal, the Bank shall provide the following information:
Include if the Bank charges a fee, or other assessment, for FDIC insurance.
U.S. Bank does not charge a specific FDJC insurance assessment. A Deposit Coverage Fee
is assessed each month and is a managed rate based on factors including bank incurred
costs for maintaining your deposits as well as other market indicators. The fee is assessed
on the ledger balance of the account on the last business day of the month.
Provide the Bank's current FDIC insurance rate and the formula used to calculate the
charge.
The Deposit Coverage Fee is 0.12075 per $1,000.00 in Ledger Balances.
Include the Bank's estimated annual FDIç insurance assessment to the County, based on
the Bank's current rate and the County's annual base amount provided above.
Based on the estimated balance volumes the County provided in the spreadsheet, the
annual fee would be approximately $6,800.
Include if the Bank charges the FDIC insurance on Collected balances or on Ledger
balance.
The Deposit Coverage Fee is calculated on the Average Ledger balance.
Provide how often the Bank adjusts the FDIC insurance rate.
The Deposit Coverage fee is calculated on average ledger balances and is a managed rate
based on factors including bank incurred costs for maintaining your deposits as well as
other market indicators.
Include any suggestions the Bank can provide in order for the County to minimize the
impact of the FDIC insurance pass through fee.
The County would want to manage balances across their accounts that would allow both
Deposit Coverage Fees and Bank Service Charges to be offset by ECR earnings. To help
mitigate the cost of deposit coverage, we are offering the County an enhanced earnings
credit rate of 40 basis points.
Additionally, utilizing alternative methods for investment of excess funds such as U.S.
Bank Commercial Paper or participating in the Insured Cash Sweep (ICS) program are
both strategies that could be employed to reduce the impact of Deposit Coverage charges
as well as increased yield.
Provide any other information the Bank feels would assist the County in evaluating this
service.
U.S. Bank does not have any additional information to provide at this time.
h) Online Reporting and Transaction Capabilities
At a minimum, the County would prefer access to the following applications through a single
portal on the Bank's secured Internet website:
Information Reporting
Cleared Check File
ACH Transactions and Various Reports
ACH File Confirmations
ACH Received, ACH Returned and Notice of Change (NOC) Reports
Fed Wire Transactions and Various Reports
Account to Account Transfers
Positive Pay File Transmission and Decisioning
Online Check Image Retrieval
E-Mail Notifications
Security Safekeeping
Internal Security Administration
Audit Logs
Other items that would be beneficial to have on the Bank's single sign on portal are: Image
Cash Letter upload and confirmation of receipt, Remote Check depositing, Change Order
requests, images of returned items, Demand Deposit monthly statements and Account
Analysis.
Information Reporting - requires detailed access to prior day and up-to-date current day
transactions for each account by transaction type (e.g. deposits, wire transfers, ACH
transactions, ZBA credits and debits, check clearing detail, etc.) with the ability to report
by subtotals for each type. Collected and Ledger balances must be provided for each
account. Deposit reporting must include same day, next day and two or more day
availability (float) totals.
Cleared Check File Refer to Section V, Item 3, Disbursement Services, b) Cleared
Check File for further information.
ACH Transactions and Various Reports Refer to Section V, Item 5, ACH Services for
further information.
ACH File Confirmations Refer to Section V, Item 5, ACH Services for further information.
ACH Received, ACH Return and Notice of Change (NOC) Reports Refer to Section V,
Item 5, ACH Services for further information.
Fed Wire Transactions and Various Reports - Refer to Section V, Item 4, Wire Transfers.
Account to Account Transfers Refer to Section V, Item 6, Other Banking Services, c)
Account to Account Transfers.
Positive Pay File Transmission and Decisioning - Refer to Section V, Item 3,
Disbursement Services, a) Positive Pay.
Online Check Image Retrieval - Refer to Section V, Item 3, Disbursement Services, c)
Online Check Image Retrieval.
E-Mail Notifications - The County desires the Bank's Internet reporting system to have email notification functionality of pending or completed transactions. The types of
notifications should be defined by each individual user, based on their roles and
responsibilities. Examples of notifications are: ACH approval required, incoming Wire,
Positive Pay decision available, Controlled Disbursement posted, Balance below
threshold, etc. Multiple e-mails for each user (work, mobile, etc.) is strongly desired.
Security Safekeeping - Refer to Section V, Item 7, Securities Transaction Settlement and
Safekeeping.
Internal Security Administration The County prefers to retain the complex
administration of entitlements "in house". Examples of entitlement roles are: initiator,
approver, access to view, maximum dollar amounts, etc. Dual roles of initiate an
entitlement and approve an entitlement are required.
Audit Logs Audit logs, whereby the County may view user history, should be available
for all transactions to include Fed Wire, ACH, and Account to Account. Positive Pay
decisioning and Internal Security Administration audit logs are also desirable.
In the proposal, the Bank shall provide the following information:
a) List the above items 1 through 13 and for each service:
i.
Discuss the Bank's capability to provide the service via your secure Internet
reporting system. If you are not able to provide the service via the Internet, please
propose your alternative solution.
1)
Information Reporting
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Previous Day
Previous Day summary reporting within SinglePoint includes:
Ledger Balance
Opening Collected Balance
One Day Float
TwoDayFloat
:
:c::ay
1
Float
SingiePoint
Total Credits
Total Number of Credits
Total Debits
Total Number of Debits
MTD Average Collected
MTD Average Negative Collected
Previous Day transaction detail reporting within SinglePoint includes:
ACH debit and credit transactions (addenda are reported on the ED!
Remittance Report).
Coin and currency purchases.
Complete wire transfer transaction details
Controlled Disbursement Presentments
Checks Paid
Deposited Items Returned
Location Numbers
Lockbox Deposits
Times available
Wire Transfer Credits
Wire Transfer Debits
ZBA Credits
These prior day reports are available from SinglePoint:
Previous Day Summary and Detail Report
Previous Day Detail Report
Previous Day Summary Report
Previous Day International Summary and Detail Report
Previous Day !ntemational Summary Report
Previous Day International Detail Report
DDA Checks Paid Report
ACFI Secured Funds Pledge Report
Current Day
Current day information is updated at different times for different applications and
different processing sites.
Type of Data
Update Schedule
Wire transfer information
Updated continuously and in real time.
ACE! Data
Deposit reporting
Lockbox
Controlled Disbursement
Foreign exchange and global
trade, Federal Reserve Bank
Updated twice during business hours: 6:00 am.
and 9:00 am. MT.
Continuous and updated according to site-specific
schedules.
Continuous and updated according to site-specific
schedules.
Data is updated twice daily according to the site
schedule list in the table below.
Updated upon login to banking system
Settlement Activity
Other items, such as ATM,
phone and branch-initiated
transactions
Updated upon login to banking system
First and second presentment reporting deadlines for the Miamisburg disbursement
site are 7:00 am. and 8:30 a.m. MT.
Current Day reporting provides detailed information on AC!-!, book transfers,
wires, lockbox transactions, other paper deposits, foreign exchange and global
trade, Federal Reserve Bank Settlement Activity, and other items, such as ATM,
phone and branch-initiated transactions.
Current Day summary reporting within SinglePoint includes the following:
Opening Ledger Balance
Opening Collected Balance
Current Day Credits
Number of Credits
Current Day Debits
Number of Debits
Interim Ledger
Interim Collected
Interim 1 Day Float
Interim 2 Day Float
Interim 3 + Day Float
These are the transactions that are detailed in SinglePoint's current day reports:
ACFI transactions
Wire transfer transactions
Controlled Disbursement Check Debits
Lockbox Deposit
Other Paper Deposits
.
Book Transfers
Foreign exchange and global trade
Federal Reserve Bank Settlement Activity
Other items, such as ATM, phone and branch-initiated transactions
Current Da reports include:
Current Day Summary and Detail
Current Day Detail
Current Day Summary
ACH Summary and Detail
Controlled Disbursement/Draft Summary
Controlled Disbursement/Draft Detail
Lockbox Detail
Wire Transfer Detail
Wire Transfer Detail New
Cleared Check File
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Each day by 7:00 am, account processing time, SinglePoint dispkys the previous
day's check-paid transactions for all participating accounts on the Reverse Positive
Pay Transaction List page.
ACH Transactions and Various Reports
US. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
ACH summary and ACH detail reports are available through SinglePoint, direct
transmission and fax.
US. Bank SinglePoint Information Reporting is U.S. Bank's browser-based
information reporting tooL In addition to providing transaction detail and summary
information through its information reporting service, SinglePoint also provides
the following ACH Special Reports:
ACH Return and NOC Report
ACH Received Item Report
ACH Redeposit Report
ACH Settlement Report
ACH Filter Rejected Item Report
ACH Filter Authorization Report
ACH Transaction Capture Report
EDI Remittance Report
ACM transactions are reported with the following detail:
The ACM system PAR number (trace number)
Effective entry date
Payment description
Originator's company ID. number
Transaction amount
4) ACH File Confirmations
U.S. BANK JS ABLE TO FULLY PROVIDE THE SERVICE.
Transmittal letter to bank with fax back from ACH production
Customers originating files via ACM Direct Transmission or through another
method (third party originator) may receive a notice from ACH Services
confirming that the file was received and will be processed.
A file confirmation is a notice that can be securely emailed, faxed or transmitted
back to the customer after the file has been transmitted to the bank. The notice
confirms that ACM Services received the ACH file for processing. This is called
the ACM File Confirmation Service. A company may be setup with an unlimited
number of email addresses or fax numbers to receive the file confirmation notice.
Secure interactive voice response access with validation totals entered by
customer followed by confirmation from bank that ACH file is received and
processed
U.S. Bank offers touch-tone response access with validation totals followed by a
confirmation from the Bank that the ACM file was received and will be processed.
Customers can confirm receipt during a window beginning 30 minutes after
validating control totals and ending one hour after control total validation.
Customers can confirm through fax, email, transmission or manually by reaccessing the Interactive Voice Response (IVR) unit.
Secure interactive voice response access with validation totals only
Customers originating through Direct Transmission can access the ACH File
Confirmation System by touch-tone telephone. The customer enters transaction
totals as prompted by an IVR. The IVR compares entered amounts with amounts
on the file and confirms matches and discrepancies within 30 minutes of
submission. The control totals and file should be submitted simultaneously. The
customer calls into the service and selects the confirmation option to validate
entered totals.
Customers may choose to bypass entering control totals prior to processing if the
company's security procedures prevent them from doing so. U.S. Bank then
processes the file received from the customer with no control totals requiring
reconciliation. The option to bypass entry of control totals requires the customer to
receive a file confirmation through one of the notification methods and to respond
to any processing issues noted in the confirmation.
5) ACT! Received, ACT! Return and Notice of Change (NOC) Reports
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
U.S. Bank offers three notification service options: SinglePoint, data transmission
and fax.
The ACM Returns and NOC report include previous day settled items. Information
about NOCs and returns is available on SinglePoint by 9:00 a.m. MT.
ACH returns are listed in SinglePoint with key data from the batch header and
specific details about each item, including:
Company name and company ID number
Date and processing cycle of the item
Settlement date of the transaction
Transaction code
Originating RDFI
Receiver's account number
Individual ID and name
Amount
Return reason code and description
Addenda information.
SinglePoint offers an automated NOC Update service. ACM transactions originated
through SinglePoint that generate Notifications of Change (NOCs) from the
receiving institution automatically update the ACH template in SinglePoint.
SinglePoint reports transactions that were automatically updated by the Bank,
based on NOC information.
6) Fed Wire Transactions and Various Reports
U.S. BANK IS ABLE TO FULLY PROVIDE TILE SERVICE.
The following table describes reporting available for each wire transfer initiation
service offered by U.S. Bank.
Initiation Method
Voice-VRU
SinglePoint
Batch Wire
Reporting Available
Customer arranged calibacks from the Bank
Mailed or faxed wire advices available
SinglePoint offers the flexibility to customize and generate reports from either the
Wire Transfer service or from its Information Reporting service:
In SinglePoint Wire Transfer, users can view detailed reports of outgoing wire
transfer activity that are customizable at the field level.
In SinglePoint Information Reporting, the Wire Transfer Summary and Detail
report provides current and previous day detail on incoming and outgoing
wire transfers. Users can customize and filter all wire transfer reports to suit
their needs.
Batch Wire reporting is optionally available through direct transmission of wire
data. A Data Extract file is available to provide customers a list of incoming
and/or outgoing wires with the pertinent detail, including Fed Reference number
(primarily used for large volume customers).
Account to Account Transfers Refer to Section V, Item 6, Other Banking
Services, c) Account to Account Transfers.
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
For Book Transfer reporting, the County may utilize the Daily Activity Detail
report in SinglePoint.
SinglePoint provides the following detail for incoming and outgoing wire transfers
on previous day reports and current day reports:
Date and time entered
Repeat Code
USD equivalency
Exchange rate
Debit account name and number
Approver
Bank to bank data
Beneficiary reference
Receiver bank
Fed reference number
Sender
Wire transfer sequence or PAR number
Date and time approved
Amount
Contract number
Beneficiary name and account
Initiator
Originator to beneficiary data
Originating bank
Beneficiary bank data
Originator
Date and time received
Date and time transmitted
Control Number
Positive Pay File Transmission and Decisioning
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The U.S. Bank SinglePoint Positive Pay process is described below:
The County transmits "main" issue files containing information about all the
checks you are issuing to U.S. Bank each day.
The County may transmit additional issue files throughout the day if they need
to, or simply issue "one-off' checks through SinglePoint Issue Maintenance.
Issue files can contain check data from multiple accounts, and each account has
its own decision default rule to handle exceptions ("pay all" or "return all").
SinglePoint Positive Pay keeps track of all of this.
Positive Pay accepts transmitted issues and updates its issue file hourly, at the
top of the hour from 6:00 a.m. until 10:00 p.m. MT Monday Saturday and at
5:00 p.m. MT on Sundays.
It takes approximately 30 minutes to update information at the teller line
with electronic data after the issue is received by U.S. Bank.
The final input deadline for transmitted issue files is 9:00 p.m. MT.
Positive Pay accepts issues submitted through SinglePoint Issue Maintenance
and updates its issue file hourly, ten minutes to the hour, from 5:50 a.m. MT to
8:50 p.m. MT Monday - Saturday and at 5:00 p.m. MT on Sundays.
It takes approximately 30 minutes to update information at the teller line
with electronic data after the issue is received by U.S. Bank.
The final input deadline for Issue Maintenance submitted issues is 8:50 p.m. MT.
The County's checks wifl present and post to Hogan and the next day the
customer will decision any exceptions. The County has from 9:00 a.m. until
2:00 p.m. account processing time each business day to make decisions about
individual exceptions that are listed.
Positive Pay reports are delivered:
Through the Internet via SinglePoint Positive Pay
The County can receive an alert that there are exceptions to review on
SinglePoint Positive Pay via the phone, fax, email and a message on
SinglePoint.
Online Check Image Retrieval
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Sin glePoint Image Access is a powerful image viewing and retrieval application.
Users can view paid checks, deposit tickets, deposited checks, miscellaneous
debits or credits, returned deposited checks, returned redeposited items, returned
deposited item (RDI) advices, ICL deposited items and ICL administrative returns
with a couple of mouse clicks.
E-Mail Notifications
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
SinglePoint provides email notification to the County for the listed requirements.
it) Security Safekeeping
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Safekeeping documents are available in electronic form via U.S. Bank's
SinglePoint application. We have included the following reports in the U.S. Bank
Safekeeping Reporting exhibit:
Trade Confirmations
Maturity Notices
Credit Advices
Monthly Statements
Pledge documents.
12) Internal Security Administration
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
The table below describes SinglePoint user entitlement by service.
Service
Entitlements
Access and Limits
ACH
Batches:
Initiate Batches
Approve Batches
Access to accounts
Company level limits
Templates:
Create template
Approve template
Export template
ACH Additional
Services
Account
Reconciliation
Book Transfer
Cash Vault
External
Messaging
Image Access
Image File
Delivery
Information
Reporting
International
Banking
Services
Investment
Reportinq
Positive Pay
Reverse
Positive Pay
Allow access to the ACH Activity
Schedule, Control totals, Positive Pay
Warehouse Search services
Allow access to Account Reconciliation
Reports
Initiate
Approve
Allow access to online ordering
Allow access to reports
Enable Messages
Allow access to image service
(images may be viewable in other
services, such as reporting, without
access to Image Access service)
Allow access to Image File Delivery
User level batch initiation limits
Per Batch
Daily Cumulative limit
User level batch approval limits
Per Batch
Daily Cumulative limit
Access to accounts
Access to accounts
Access to only U.S. Bank accounts
Access to Cash Vault locations
Delivery Options:
Primary email
Secondary email
Mobile device (text and email)
LaunchPoint page
Fax
Access to accounts
Access to accounts
View current and previous day
View and generate special reports
View images
View returned item images
View international reporting pages
View and export international reports
Initiate report requests
View and export investment reports
Access to accounts
Access to specific special reports
Decision
Approve decision
View transactions
Decision
Access to accounts
Adjust amount, payee
Access to accounts
Adjust amount
Access to accounts
Access to accounts
Service
Entitlements
Access and Limits
Stop Payments
Place stop payment
Approve stop payment
Modify stop payment parameters
Access to accounts
Up to 50 stop payments per submitted
Wire Transfer
Initiate
Domestic repetitive
International repetitive
Domestic non-repetitive
International non-repetitive
Repeat code request
Approve
Wire transfer
Templates
Repeat code requests
Create templates
page
Up to 50 pages of stop payment
submitted per session
Access to accounts
Limits--up to eight levels:
Initiate
Per transaction semi-repetitive
Per transaction repetitive
Per transaction non-repetitive
Daily cumulative (all types)
Approve
Per transaction semi-repetitive
Per transaction repetitive
o Per transaction non-repetitive
Daily cumulative (all types)
SinglePoint offers dual system administration; all changes to user access or limits
require a second system administrator approval to process.
13) Audit Logs
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
SinglePoint's audit features include:
User activity audit reporting for all of the services
Token maintenance and status reports
User profile reports
Account profile reports
Service profile reports
For each service, disclose the number of days the data or images would be available
for research or retrieval.
SinglePoint retains 45 days of previous day data that can be optionally expanded to
60 or 90 days. SinglePoint also retains 10 days of data in current day report format.
Images are retained for seven years.
When applicable, for each service include if dual initiate and approve roles are
available.
SinglePoint offers dual system administration; all changes to user access or limits
require a second system administrator approval to process.
iv.
For each service, provide a listing of reports. You may include selected sample
reports for clarification.
1)
Information Reporting
These prior day reports are available from SinglePoint:
Previous Day Summary and Detail Report
Previous Day Detail Report
Previous Day Summary Report
Previous Day International Summary and Detail Report
Previous Day International Summary Report
Previous Day International Detail Report
DDA Checks Paid Report
ACH Secured Funds Pledge Report
Current Day reports include:
Current Day Summary and Detail
Current Day Detail
Current Day Summary
ACM Summary and Detail
Controlled Disbursement/Draft Summary
Controlled Disbursement/Draft Detail
Lockbox Detail
Wire Transfer Detail
Wire Transfer Detail New
Cleared Check File
SinglePoint displays the previous day's check-paid transactions for all
participating accounts on the Reverse Positive Pay Transaction List page.
ACH Transactions and Various Reports
SinglePoint provides the following ACH Special Reports:
ACM Return and NOC Report
ACM Received Item Report
ACM Redeposit Report
ACM Settlement Report
ACH Filter Rejected Item Report
ACH Filter Authorization Report
ACM Transaction Capture Report
ED! Remittance Report
4) ACH File Confirmations
Not applicable.
ACM Received, ACM Return and Notice of Change (NOC) Reports
ACH Return and NOC Report
Fed Wire Transactions and Various Reports
SinglePoint provides the following wire transfer reports:
Wire Detail
Single Wire Detail
Daily Activity Detail
Daily Activity Summary
Import Error Report
Repeat Code Detail
Repeat Code Summary
Template Detail
Template Summary
User Audit
7) Account to Account Transfers
SinglePoint provides the following book transfer reports:
Daily Activity Detail
Template Detail
8) Positive Pay File Transmission and Decisioning
SinglePoint provides the following account reconciliation reports:
ARP Recon Summary Report
ARP Recon Data File
Recon Outstanding File
Daily Outstanding File
Daily Checks Paid File
Online Check Image Retrieval
Not applicable.
E-Mail Notifications
Not applicable.
Security Safekeeping
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
Safekeeping documents are available in electronic form via U.S. Bank's
SinglePoint application.
We have included the following reports in the U.S. Bank Safekeeping Reporting
exhibit:
Trade Confirmations
Maturity Notices
Credit Advices
Monthly Statements
Pledge documents.
12) Internal Security Administration
SinglePoint provides the following system administration reports:
User Profile
User Audit
Account Profile
Service Profile
13) Audit Logs
User Audit Report
v.
Include any services, if any, that would require installation of a secondary piece of
software.
No additional software is required for the above services.
Detail any other banking services that are available on the Bank's Internet portal.
Include a fult description of the capabilities of each online service.
We have provided a full listing of the services available through SinglePoint in the
SinglePoint Services Overview exhibit.
Include whether current day information is real-time or batched and how often the
current day information is updated.
Current day information is updated at different times for different applications and
different processing sites.
Type of Data
Update Schedule
Wire transfer information
Updated continuously and in real time.
Updated twice during business hours: 6:00 a.m. and 9:00 am. MT.
Continuous and updated according to site-specific schedules.
Continuous and updated according to site-specific schedules.
Updated twice during business hours: 7:00 am. and 8:30 am. MT.
ACH Data
Deposit reporting
Lockbox
Controlled Disbursement
Foreign exchange and global
trade, Federal Reserve Bank
Settlement Activity
Other items, such as ATM,
phone and branch-initiated
transactions
Updated upon login to banking system
Updated upon 0gm to banking system
Provide if the monthly Bank Statements and Analysis Statements can be retrieved via the
Bank's Internet reporting system or if the Bank would prefer to provide them via USPS.
Account Analysis statements can be delivered in the mail, through SinglePoint Information
Reporting in several formats, and in an ASC Xl 2 822 file via direct transmission or the
SWIFT network. U.S. Bank can provide the ASC X12 822 using the most recent version of
the TMA/AFP Service Codes in the following versions: 3010, 3020, 3030, 3040, 3050,
3070 and 4010.
When delivered via one of our online services such as SinglePoint information reporting or
ED! (available in the ANSI ASC X12 822 format), the account analysis is available the
seventh business day of the month. If the analysis is mailed, mailing is generally complete
by the eighth business day of the month, with the DDA being charged on the tenth business
day of the month.
Include what data or reports can be converted to other medias, such as .xls and .csv, for
use with the County's other applications.
The following reports are available in additional formats:
Previous Day SummaryPDF, TXT, CSV, BA!
DDA Checks PaidPDF, BAI, XLS
ZBA Daily CashCSV
Current Day SummaryPDF and CSV
Lockbox DetailPDF, BAL and CSV
Wire DetailPDF and XLS
Account AnalysisPDF, CSV and TXT
Controlled Disbursement Presentment ComparisonTXT and PDF
DDA StatementXLS, CSV, TXT and PDF
ED! RemittancePDF and TXT
ED! SupplementalPDF and TXT
I)
Provide the level of technical support available to the County for your Internet
applications. Explain the Bank's procedures to request technical support, if the County
can access support personnel directly and include hours of operation in Mountain Time
(MT). Provide if there is a single technical support contact or a contact for each service.
The Commercial Customer Service Banker (CSB) is the contact for the
County. The CSB handles level one servicing, and if an issue requires
escalation for level-two support, the customer Call Tracking is assigned to an
operations or technical area for resolution. If a CSB needs to escalate an issue
further, they refer the matter to a Team Leader and/or Commercial Customer
Service Manager, who has a listing of escalation contacts for all operations
areas. CommerciaL Customer Service is available between 6:00 a.m. and 6:00
p.m. MT. Transmission support is available 24/7.
g) Provide any other information the Bank feels would assist the County in
evaluating this service.
At this time, U.S. Bank does not have any additional information to provide.
7)
Securities Transaction Settlement and Safekeeping
The County utilizes a third party as their securities Safekeeping agent. On June 30, 2013, the
County's portfolio consisted of sixty-seven (67) securities, which included U.S. Treasuries, Federal
Agency securities, Commercial Paper, Corporate notes and bonds and Municipal securities. The total
par value was approximately $112 million. Maturities of all these securities are under five (5) years.
investments prior to maturity.
The County generally does not sell
The Bank, as Safekeeping agent, has final responsibility for the proper settlement of all securities
transactions, along with receipt of any principal and interest payments due. All purchase and sale
transactions must be settled using "Delivery versus Payment" protocol. Preferably, Buy or Sell
transaction requests are provided using the Bank's Internet system and the Bank is responsible to
provide the secure website for such orders.
Safekeeping receipts, confirmations and Holdings reports should be provided, preferably, via the
Bank's Internet system. Market Price should be included on the Holdings Report and it is highly
desirable that pricing is as of the last business day of the month, close of business.
In the event of a failed transaction, the Bank must notify the County at least one (1) hour before the
delivery deadline in order to provide the County time to resolve the issue and settle same day. If the
transaction fails due to an error on the part of the Bank, the Bank will make the County, or harmed
party, whole. It is the preference of the County that proceeds from maturities and any interest
payments be posted to the County's bank account
by 8:00 a.m. Mountain Time (MT) on the day
payment is received.
U.S. Bank Safekeeping settles all trades Delivery versus Payment. The 0CC requires
that we only conduct business for the County upon receipt of specific written
instructions signed by a previously authorized individual. We have a secure mailbox
where trading instructions can be sent to us.
Confirms and Month End Report (which shows activity for the month, and security
position on the last business day of the month) are sent via U.S. mail or to SinglePoint.
Pricing occurs as of the second business day prior to month-end, but is projected to
month-end. Reports, confirms and Safekeeping Receipts are also available via
"Safekeeping on the Web," a free service where customers can download them in a
PDF format. Please refer to the Safekeeping Forms exhibit for complete detail.
We notify the County of trading issues as they happen and cannot guarantee that we would be able
to make the notification one hour prior to delivery deadline. U.S. Bank Safekeeping will notify the
County if we fail to deliver a security and will credit the customer the funds they should have
received if the delivery failure was due to our error. We will try to notify the County if we fail to
receive a security but we cannot guarantee that we will always do so. Our ability to notify the
County of failure to receive securities depends on the value of the trade and the number of failed
trades we have that day. We notify the County of failure to receive trades starting with the trade
highest in value to the lowest value. We may not have time to notify everyone about their failed
trade based on the day's activity.
In the proposal, the Bank shall provide the following information:
U.S. BANK IS ABLE TO FULLY PROVIDE THE SERVICE.
4.
Provide the preferred method of notification on Buy or Sell transactions. Include the
"lead" time required for same day and next day settlements.
Notification of trade activity must be in writing and signed by a preauthorized individual. The
Clearance Trade instructions may be faxed or scanned and emailed to the U.S. Bank
Safekeeping Clearance trade shared mailbox. Delivery instructions received by 11:00 a.m. MT
are guaranteed delivery; after that time, we promise best effort, depending on the time
instructions were received and the volumeof trade instructions we receive from our customers.
Include the Bank's preferred method in order to securely provide Safekeeping receipts,
Confirmations and Holdings Reports.
Confirms and Safekeeping Receipts are mailed to U.S. Bank Safekeeping customers the day
they are created. Month End Reports are mailed the first business day of the month. These are
also available on SinglePoint and Safekeeping on the Web, both of which are updated several
times each day.
Provide if the Bank's Safekeeping application is integrated in a portal with all other Bank
services or a separate Internet website.
All confirms, receipts and reports are available on SinglePoint which is updated every two
hours and Safekeeping on the Web, which is a separate website.
Include if Market Price is provided and, if so, include the monthly schedule (day and
time) whereby securities are priced.
Market Price is available on most reports/receipts. Interactive Data Corporation (IDC) prices
securities held in safekeeping at mid-month and two business days prior to last business day of
the month.
Provide the information included in the Bank's monthly Holdings Report and any other
inner-month reports available. You may include sample reports for clarification.
Please refer to the Safekeeping Forms exhibit for complete detail.
I)
Include safekeeping hours of operation and any designation of an Account
Representative.
The entire U.S. Bank Safekeeping Department staff is dedicated to provide quality customer
service for all Safekeeping functions so we do not have a dedicated Customer Service person.
There is someone on-site from 5:00 a.m. to 4:00 p.m. MT each business day.
g) Provide any other information the Bank feels would assist the County in evaluating this
service.
Our customer base consists of over 4,700 customer accounts who own combined assets of over
$93 billion face in securities.
9)
Other Value Added Banking Services
The County requests proposing banks to make recommendations of other services or expansion of
current services which could enhance the cash management capabilities of the County, reduce
County staff time, reduce County costs or provide other value to the County's banking services.
I
The County, at their discretion, will evaluate each of these services individually. Pricing for proposed
services must be included in the Proposal Pricing Spreadsheet worksheet, "Value Added Services"
worksheet, but will not be included in the overall cost of required services, "Summary" worksheet.
U.S. Bank E-Paynient Service provides you with a robust and highly configurable collections
solution that can be integrated with your existing systems. It offers the ability to efficiently collect
payments through multiple channels such as the Internet, Integrated Voice Response Unit (IVR),
and through live agents in your call center using a single, integrated solution. All payments,
including one-time and recurnng transactions, are made by direct bank account debit via ACI-1,
ATM debit card, credit card, signature-based debit card, or stored value card with Visa or
MasterCard logo. Once the payments are processed, you receive consoLidated reports and remittance
data to update your receivables system. This back office electronic payment infrastructure reduces
your collection expense while appearing transparent to your customers. You maintain your identity
or brand while providing additional convenience and benefit to your customers.
Improve collectionsWith this electronic payment option, the time it
takes to receive and deposit customer payments until the funds are
settled is much shorter than other payment channels.
Increase customer satisfactionCustomers increasingly want and
expect to be able to pay you electronically. U.S. Bank E-Payment
Service enhances your e-commerce image, while at the same time
putting powerful customer service tools in your hands.
Reduce operating costsCustomers can conveniently make payments via the Internet or IVR,
reducing the number of payments your company receives from more costly channels, such as inperson payments.
Increase control of your cashflowPowerful reporting capabilities allows you to know exactly
when to expect funds to settle from the moment a payer initiates or schedules a payment.
Integrate with your current systemsThe flexibility of file formats we can deliver means you
don't have to build new or revise your current databases in order to import the receivables data
into your current financial systems. Our data translation feature supports industry standard
formats, such as ANSI X12 as well as proprietary file formats.
Maintain brand identityU.S. Bank E-Payment Service appears transparent to the user, so the
user experience remains on your Website or IVR, even though the user accesses our secure
payment infrastructure.
Maintain securityU.S. Bank E-Payment Service is hosted in a secure environment that has
passed stringent security and disaster recovery audits. This environment also conforms to rapidly
evolving payment association rules.
Add flexibility for future growthAdditional services, functionality and features are planned
for enhancements in the future. U.S. Bank E-Payment Service is designed on a scalable system to
allow for growth and flexibility of service.
For organizations whose employees have purchasing responsibilities
for multiple expense categories (e.g., travel and procurement), U.S.
I
;
Bank offers enhanced user convenience and versatility through the one
card. The U.S. Bank One Card combines the flexibility of a corporate
card with the convenience of a purchasing card. It incorporates the
features and benefits of both and provides streamlined accounting for
all your commercial spending needs. Employees carry one card and
reconcile one statement every month and your organization makes one
payment to one provider, meaning less paperwork for your accounting department. With a U.S.
Bank One Card, your employees enjoy the ease and simplicity of one card for all their business
expenses, while your organization benefits from better management of the entire procure-to-pay
processwith no loss of data or control.
Complete T&E expense managementProvides a comprehensive, simplified way to monitor
and control corporate travel and entertainment (T&E) expenses, while providing complete
insurance protection, travel assistance, and emergency assistance services for cardholders.* Our
card solution offers extensive reporting functions that yield valuable information to help monitor
T&E spending, as well as aid in vendor negotiations.
Comprehensive procurement expense managementStreamlines the purchasing process and
empowers your supply chain management strategies. By using the card to place orders, the costs
associated with processing requisitions, purchase orders and check requests are reduced by up to
$70 per transaction'. The program simplifies and enhances all aspects of the purchasing process,
including policy compliance, vendor negotiations, transaction monitoring, security, reporting and
payment.
Unsurpassed worldwide acceptanceProvides access to the world's largest acceptance
-
network with merchant and cash locations in over 190 countries. Our vast worldwide acceptance
via the Visa®/MasterCard® networks ensure your employees access to goods, services and cash
around the globe - eliminating the need for more costly alternatives (such as petty cash or cash
advances) and ensuring that your organization captures transaction data on every purchase.
Increased cost savingsReduces administrative costs by consolidating program features and
reports, while eliminating the paperwork needed to track receipts, file expense reports and issue
purchase orders.
Simplify the buying process and require fewer human resources.
Deploy people in other, more productive ways that help meet your business objectives.
Provide thorough data and reporting to facilitate preferred vendor negotiations.
RPMG, 2010 Purchasing Card Benchmark Survey Report
* Certain limitations and restrictions may apply. Consult U.S. Bank for details.
U.S. Bank One Card is issued by U.S. Bank National Association ND.
Working Capital DNA Consultation
U.S. Bank is uniquely positioned to be your strategic partner as we view your card, checkbased and electronic payment spend holistically, and recommend solutions based on
optimizing the entire,
tiered payables process. We offer our unique Working Capital DNA model to solve for
your entire payable strategy. Working Capital DNA Process consultation is a multiphased approach that will
analyze your current Accounts Payables (AP) environment to develop a customized
payments strategy helping you optimize your working capital. This model is designed
to align your current payment solution with the latest technologies in a tiered, holistic
fashion. We will optimize your
check, wire, card and ACH process with a tiered strategy, offering your vendors the
payment terms and types that provide the County with the most savings and rebate
available based on the County's
procurement and payment process. This model, and the consulting process incorporated
into it, is part of our offer and the County incurs no additional cost.
We extend an offer to the County to meet with U.S. Banks National Payments Consulting
experts who will listen and advise based upon your unique business model for maximum
efficiency, flexibility and control. This process typically starts with mapping your
complete payment model. From there, we can engineer a solution based on solving your
individual challenges of cash flow, working capital and payables management. To
accomplish this, we host a session on site (less than
90 minutes), at no charge, to understand more about your organization's process
flow, from procurement to payment.
This session is an informal discussion of your current process and does not require any
pre-work on your behalf U.S. Bank will review this information, compare it to industry
best practices and lessons learned, and provide recommendations during a subsequent
visit. The next meeting is the recommendation session. This is when we present our
recommendations to optimize your working capital including:
Creating process improvements
Changing payment methods
Improving payment terms
Employing supplier enablement
Developing deployment strategies
This service is a long-term business solution built on our commitment to be a treasury
advisor who understands your strategic and tactical initiatives at the County. We know that
partnering across 411 payment types in a working capital optimization engagement is the
most transformative exercise your payables process can undergo and we look forward to
supporting the County in this end-to-end advisory capacity should we be selected as a
partner.
Exhibit C
DEPOSFF
ACCOUNT
AG8VSff
&
General Terms & Conditions
Electronic Transfers
Funds Availability
Safe Deposit Box Lease
Reserve Line
Checking Account Advance
Effective March 9, 2014
Between Douglas County,
Colorado and U.S. Bank
TERMS APPLICABLE TO ALL DEPOSIT
ACCOUNTS
TUIS (S AN AGREEMENT
Welcome In U.S. Bards and thank you for Opening Sn account
general sales that apply to
with us. This booklet orovides the
deposit accouott you have with U.S. Bank. Additional rules art
including Exhibits A,
(else
provided in
Service Terms and Conditions
(I) the Treasury Management
'Cotmty") aatd
sitied by Douglas County, Colorado
1)5. Bank (liar 'dante') on March 9,2014,
B, and C thereto;
the IfS. Bank 'treasury Managenscrus Service Agreement
aignsd by the County and the Bank on March 9,20(4;
Services Resolution for
the U.S. Rank Depositosy
Gon'errurnent Entities sigsxsl by the Crusnly on March 9,2014;
Services fee and
the nsost cutrent Treasury Management
availability aehedsale and other fcc disclosures provided eo the
County, including aceotune seutements, an modified by Exhibits A,
Pricing Sheet and Exhibit B, Proposal for Banking Services en
Conditions
the U.S. Bnauk Treaeeuy Management Terms and
aigned byahe Coismy stud she Bank on March 9,2014. to she case
Servicea fee and availability schedule and other fee diaclosures
of a conflict between the moot current Treasury Managcmetet
provided to Cstatoenec, inctstdiog account rssteesscots, ansi Exhibits
A and B, Exhibits A and Is supersede, and conls'ol;
the ELAVON Terms of Service and Merchant Operating
Guide;
the set'up anattriats, riser guides, and any supplement thereto
required by Back to insptemerut a specifsc Service;
the Uniforaus Comtnercial Code, as etsaceed in the Slate of
the
mIca
Colorado as ,.,rtiele 4.5 of Title 4 of the Colorado Revised
Seasaases;
and
clearinghouse operating nrlea,
any applicable ataromaled
including, withoese limitation, the National Automated Clearing
Rutes and (itsidetines (the
House Association Gpesetiung
National Cheekiug Clearinghouse
ehe
"NACHA Rules"),
Association Rules (the 'NCHA Rules"),
Check Clearing House
prornsslnatcd by Ohs Electronic
Organization Ohe 'ECCNO Rules"); and
ledertil, slaee, autd local laws and regulaaions applicable to the
limitation. Regulation CC
Bastle or the County, including, without
promulgated by hue Board of Governors of use Federal Reserve
("Regtalau'sno CC"), all
Syeseen, t2 CER Section 229.1, et teq.
Operating Ciecutara promulgated by the Board of Governors of
sIte Federal Reserve System, tnd cbs regutations parmuigared by
the Office ofForeign Mats Conerol ("OFAC").
No changes in this Deposit Aecotule Agreement or in any of the
foregoing wilt be effective or binding untesa and until tuch
chungea are specifically agreed to in writing by both the County
and the flank
These thinga, together, are an agreement between you and
U.S. Rank.
Pirate read this eareftttty.
eontintaittg en hold an
By tigning a sigriattire card, opening, or
arsount wish 'ax, you agree to Star version of this Deposit
Account Agreement aigtittt by the Ctatity md the Bank on
March 9, 20t4.
lfatay terms ofyonr signature card, rrtolt.linn, gr eertirueaee
wish list terma of this
of authority ass ir.eoe,sisttu,t
Agregmene, the ferns alibis Agreement will eoat,'ol.
If you have nay questions, please call us. Our most commonly
used phone nuustbtas are ps'useed on the bade of this booklet.
Association ("U.S. Rank" 'or else "Baalc"l. We are
national
DEFiNITIONS
The words "we." "our." and "nt' mean U.S. Bank National
battle. We ace owned by U.S. Baneorp.
olsais faunily ofeampanies
U.S. Bancorp and U.S. Bank own or control other companies,
directly and itudireerly. The naerasbers
ace our "affiliates."
lbs words "you" and "your" and she "Douglas Counif and the
'County" mean the Board of Cosassy Commiasio,seo of the
County of Bosgtns State of Colorado. Unless otherwise
specifically iodicaced in this Agreenaent, for the nuatrers covered
Consrninsiorsrs wilt be
by Usia Agreetnent, the Board of County
actietsg through the Treasurer ofl)otsgfss Cnuosy.
The rena "arenittit" means any ssviusga, ueansaclion (for example,'
checking), and time deposit account or other type of account you
have with us (incttsding without limitation any iasvestanest
tceoortta), wherever hrld or maintained.
An "owner" is onc who has she power tss deal wish an account is
Isis, her or irs own name, The owner is the County. An "agent,"
in contrast, is one whose power to withdraw from an accornt
comes from, or is on behatf of, theownem. Authoriccd aignem.
designated eouporate officers, trustees, attomeys-in'fart, and
convenience sigoets see examples ofagents.
companies,
Entilim such at corporations, limiusd tiahtliey
pnrunershipa, estates, eonaervatorahipa, ard trusts are not natural
pesyona, and can only ace through agents, In such cases, it in the
"entity" (has is the owner.
"Per,00al eccoonea" are accounts ira the flashes of naetsrat
persons (individaalo). 'they are to be distinguished from "non'
accounts in uhe name of
personal ace000ta" which are
corpsrationa, partnerships. trusts and olheeeost'airs
Except where it is clearly inappropriate, words and plseuses used
in this dneuenent sboutd be 'seateepacted so the singular inetudes
the ptorat end the plurat includes the singutss,
PLAIN LANGUAGE
We have rewritten this booktet in plain language. Where possible,
we have avoided the use of legal jargon and, where appropriats,
explain the taeger ideas. The examplee
we have used examplet to
be the only apptiesuioa of the nule we
we use are nol intended In
arc explaining.
RELATFONSFUF OF THIS DEPOSiT SERVICES
AGREEMENT TO IRE TREASURY MANAGEMENT
SERVeCES TERMS AND CONDITIONS
and she Teeasuey' Management Services
its the case ofconfliet between this Dopmie Aeeostst Agt'eenwns
Teems sod Conditions
Services
Terms
Conditions
signed
by
exclusive of Ibis Deposit
and
signed by U.S. Bank and Douglas Coasty on Maret, 9. 20)4,
exetutive of this Deposit Account Agreement, such 'Treasury
Management
Services Agreement, control sod supentsds the pro'uisiosa ofshia
U.S. Bank aid Douglas CoanIy,
Deponil Account Agreenirol.
In thus ease of conflict between this Deposit Account Agreement
Exttibha A and B roossot and
Management
and Exhibit A or Exhibit B Co the Treastaty
Services Terms and Conditions signed by U.S. Baaik and Douglas
County on Match 9, 2014,
WAIVERS AND PRECEDENTS
supersede the provisiom ot'this Depouit Arcosne Agreement,
One Aga'eensens with you gives us rights tad duties. lfwe dsin't
take advantage ofalt our rights all the time tlatt dosu not mean we
lose them. For exampte:
ifwc make hands available to you for withdrawal ahead of,
schedule, that does not mean we have to do it again.
if we pay a check that is ntofc than yoser account balance,
that doet not mean we have to do I again.
IDENTIIeICAT5ON NOTICE (USA PATRIOT ACT)
to ohesin, verity, and record initas'maeton char identifies each
To help the go'nemmenu fsflt liar faasding of tmtosiam and money
laundering aetivitien, federal law requires alt t'tnanetal institutions
pemoo who opens as account.
What tNt nuca.aa fur you
When you open ash aceosanl, we wilt ask for your narlse, addeess,
date of birth, and other information that will allow us to identIty
you. We may atto ask to see other idenutying documents like a
driver's ticesse or docuoseisis showing your existence as a legal
entity.
Even if you have been a customer of Ours for many years, we
Estaeing cuaso,oers
kind of informasiout and
may ask you to provide thin
documensaitost hecauge we may sot have collected is from you in
the past.
If, for any reason, any owner is unable to provide the iofonssation
necessary to verity their ittentity, their account(s) may be blocked
Failure to Pn,vide tsarorination
or closed, which may ttautt in additional fees assesvud as the
account(s).
OWNER'S At!I'HORITY
The County aothorires signecs to tssnnscs business. Cq the
Treasurer's Master, Treastrsr'a Cheeks, RAIBIUTA, Paymtl
Clerk and Recorder, and Sociat Secuciuy Beneficiaries basi
the Accounts Payable and Payrolt accounts, the authorized
accounts, and any other accounts which the County may establish
at the Rank, the ssthorized signers are the County Tasasstrer and
the membets of her statfv.tsesm she has dmigsaalsd nt writing. On
Si gaines arc the Chair of the Board of County Commissioners and
the County Clerk and Recorder, both of whoss signatures are
signalutvs of the
ciccscnatic paymens types end infnnoaeiu,s access is cos'ssntted by
of the Cosnty Treasuref and her stuff. Authncizaiion for all
required. On the transaroions reqairieg the
Chair of else Boaad of Cossnty Csmmissteners and the Counsy
Clerk and Recorder, Ihe aigssm ace with the advice aid uaaislance
the Security Administrators designated by the County Treasurer
in writing. An dual aignators requirements are for Ihe County's
gg, Required Signaetirea
internal control purposso only.
section of this Agreement. Release of informasion is snhy
aaathorizsd by the Coxasly Tssasstssa and set assigned aasff.
AUTFIORIZ&J ACCESS
The Cour1ty asthnrizea signsra En tranoael buaioesta. On Ihe
Treasures's Mutter, Treatascee's Ctsedea. RMI'tIOTA, t'aysoB Tax,
Clerk and Beenrder and Social Security BenefIciaries bank
aveousls, and any Olher accounts which the County may eauabliah
veanse.
torus5,.
inetuoe tri n,,,..
charged as a result
procedure mdy
fees that west
deposit at an "irrqisifls"
the
is timisea eo
accouot and overdraft or 14SF lees).
ears treat a
(erie peorertsre
check,
example, we
(for examplr,
hisicad ofdeposil.
the substitute
the
appropriate. For
of yoor refund under
ITEMS
antoisrus
of
interest
on
ten, (hr "collection"
The arnossnt your loss or the
AND CAStlED eobject to normal
entitled so
oe take an
out of your account
umousst of gstaler, You are also
DEPOSITED
account are
available to
azeouat is an mnieress'beering
check,
more reloerey is zvsilabte to you
to your
RETURNED
The funds
whichever is
if your
substitute taw,
or ifit
tf we do not
if you take
see noIse
you deposit
amount of Thetinder
even abuts
The frantic
othee
overdraft
occurs
amount of your rcftiisd
exceeds The
has "cteaeed").
yourdeposis will
available en you for withdrawal,
forexarople:
the
check
Ifyour
loss
rotteusiors
paocesarrs
adcional
amounts
can happenenough money in a checking
the funds,
and
your refund (plus
thssrs is
account, be thee to recover
withdtswal (ie.
revttsed. This
rosy receive ten business days
County Treasurer On
you far fonda or we need to return
decide to eeah it;
bitt is later
you may
check without
signers are the
in writing.
and
art
that exceeds
ofyour refund
your reepontih'eliiy,
tIns procedure,: youinees'cst) within
collect the
by waiting a
the
clsedr,
If
you
use
ISle authorized
hat desigirated
and beconee
your account
aceoune earns
resttainder later that 45
incorrecety
so
atcouret
to
pay
Ose risthos'ired
the Batik,
etaffwhont she
be reversed
intceeat, if your
claim and tIse interest)
arid
withdrawal from
of her
not
Payroll accounss.
cheek is recorded eslehes the
received your
based on that
by making a haleasee;
die members Payable and
ernst
For exatniple:
amount ofthe who wrote site ehede
after we
signatures are
ir to
County Coinnsissionest,
if yosr eccouust
money because the
rite
deposit
he Accounts Chair oftlne Be.ssd of of whose
your availthle deposit, withdrawing reversed
The person bank, who is laini relroels
(plus interest, after use received you claim. interest on the refsnd)
signaeaues of the
the deposit
Recorder, both
signers are the
yore account.
(inelmlirsg atty siabttitule check was
by making a having that deposit
lsoctioet of
calendar days
teqseiring the and lOse County
reports ii 10 their
Clerk and
sin
the incorrect
reverse the refund
error, and
deposit, and
and nothaving
the County
reversed;
deuraotsgraet
sitar
transactions
in
lsits
assistance
Wc
msy
would
reverse
fin
the
Cogitnissioneos
your aceounl
ibte to
person
advice
and
tyoaitcd
isean
us.
We
all
required.
tndersentcee. The
nxotsey frects
Board sf Cotrnty with the Authooisalinia
you incur; Os
if we later are to your account.
The snialalce
foe
Chair of the
signers act
mier.sa..', and
sloe dosages
and correct depoait has a forged forgery and repoits is to
coenirolled by
coreecely posted
far a refund?
relating to a alabalitese
Recoeder, the
- by withdeawiirgleft in pay in your accuunl by
boar staff
eeverstr else
and the
you
notices dee
make os claim
Clerk sand
a baa
enough money
accents
account,
Tisasosm
sad
a
cheek
Hos,
do
I
Treasurer
We
woistd
posted
eo
your
is rleposieedbased on that deposia
the check
one in5scceatiose the Cosney
that you have suffcned
of the County
who wrote 'also repotis it to us. would laecorssc yorsr
when money
lbs back of this
paymeat types detignaled by
lfyou beticve received stud that wan
Ide die Cosusty's
withdraw money
the
check
account
in
60
ftaetleing
(are
their
bank,
eteclo,udc
requtivrrsenes are
you
collecliott of
check that you
Sigitaturra
Adminiss,ntom
incus on your
to us at US, tOasts,Tots
yosr
you
U.S. flank 24'ldoer
the Security All dual signature
Required
deposit and
deposie is reversed.
1or you thse
egreetetenle foe
MN 55107, we
that you may
please call phone numbers) or write
information is only
might cash check 0 sos and
only. flç,
fodh
SI, Paul,
brochures or
in wrIting
those
tel
checks
we
purposes
responsibility.
staff.
The
the
date
that
Release
of
bookict for
We lint the charges
not exceed
ifyos bring a
applies en
intormation
El"MN'WSSS), days of
interns! control
Services
tier asrtgrseh
cash the
charges
shall
thie
also
Ageeeineol.
which
you agreed)
40
calendar
5,ivsngston
Ave.
Managemetta
Poe esaniple.
or we simpty
separate peieiisg
section of thinttise Coua'.ty Taessaecec cr4 "ugesaf'.
returned to us
us us'illrin
However, shone
showing
Treasury asset tin. County iso)
a deposit,
from
don't deposit.
delivered by a recant go
assignment
of
art
rteteoteel
U.S.
Flank
mass
contact
aecosme.
back
from
"bousres"
(is
suehocited by
accetnc ha
roitstntinicstion
whicttsvre is
A eq the siguesi by 51st Bank
otherwise quesrion or lIsa account
entice cads
clsecic
croci your
matted
(or
in a resolution
in hslsibit
for in a wrirtrrt
County does notallow
if
that
check
in
to your account,
the isait or arid provided to
clsrck and csn (site isa eteoory will have to collect it
syom oot abte tea
'iris posted
Tesuvo stud Ccsdittosss,
the substitule
ticcepe as rosy be provided
provided so
check it
period if you
for such a
cheek and you
sutrseiruste cheese
ueeepaiej. we
March P. 2014.
be
a
fee
this
lime
Treasssrer
Cosremirrsioners auttsoeiaed to
circumstances.
that tOte
for
the
check on the day the
CHECKS
There
will
The County
of County
employee is above or to
rcinsbuuse
us
account for a
efextracsedisinsy
sienna, including
PAYMENT OF
channels,
laser, We will extend
claim heret',ssc
enacted by the Board official nr
drrewn on
described
by any legal
ehrosrglr other
charge yocrr
suffered a toss (for
snake a cisnety
that a check
no County
above, and no one
the signers
We will
for payment
include:
slIces your
the Batik:
eraruracrion as well.
hate
receive
nocice
signer
beyond
presented
to
us
begin
to
presets
incoeeect);
This
will
Tourelaina
nssse
why
you
payenettt or aceete
signeos described
earlier if we
withdraws was
designate a
check
payment.
as banks
description of
authority
ofThe
receive
the
electeunac, or
presented for
(I)
a
law to psovide lie
getting lancer
think the esnoutut
ofthe rime we
Ct(ECK2I
expand theauthorired to make eteecronie
will be
is
reqosised by
CLtECICS ANts
ereantple, you
of your kasos
proceareing it
you have oufiieitsse
above
determined at
your account
We are
may be
Cheek
of the amount subashure check you reee$sed
an described
of whreheo
our
("SUZISTITUTE between year
an
ensiussult
available
balance,
why
the
nfor,natiots, except
detenssination
Tgggrfl( AN ACCOUNt else without
cheeks "electronically."
differences
suffered a lout; arid
following
section
and
our
cheek.
eaplanacioru
of
to
someone
explains
list
your eight to
recanted) and a substitute
infomsation
or notice,yonraccoutse eo pay the
rioeice in die
eont'snu that you
an
OU CANNOT
an account
give you
which
0°c limit
chests stases a
to
nor
'tue
or identifying
irtaufficiesre
to
account,
we
nor iranslist
ltsnds in
Thin does
of the person
subshrub cheek
YOUR RIGtITS").
(which night
to your
You may
tOre trAchistalt check was still
means(temporary).
and the same
permission.
of
the
non'cnsls
deposit
in
tine
evens
original
check
a
copy
DEPOSITS
is proviaimsat
arty ptmsiss*tle
check nesoabet
if the original
express written
'jesse sights
coedit
acceasnl by
another financial
such at the
SIGNERS joins acc-catrea, may
When you mittdeposit, hire that collected
been aa'oided
thetis, sad
access your
frombecomes final. Alkr
tartar list ehede,
owners of a
would have
however, we
credit for that
to be
whom you
loss
ittat
tsar
Treasury
CHANGE IN AUTIIORtZECv
one of The
tire
credit
sections 15usd
RIGHTS
account;
or
addeested
in signed by
signet,
to
an
in uisf,tg
See
the
ANIS YOUR
DOCtlsaEbVIS
It the deposil steeds paid before.
County
Treasurer
Funds
available.
moss
be
CONES
OF
daisy owasui,
CHECKS
signaluse
of
the
I,
irsssieescioss, we
of
or
authorized
nsitrtgtotr is specificallyand Cenditistrs
may stilt he reversed. tints and
circumstances
pernoita bsrske
to our count
2014, etcetusire
add owners
SIJ5ISTITUTE
ass
Tenssa
require the
is
cheek?
under special
fsoeumene
federal law
and Cashed
checks
Sers'iees County on March 9,
a ricoh is final
What is a aubstitute
change. Only may en owots Te050ve
foster,
have the eight so
checks", These
Deposistet receipts are issued subject
Management
cheek
processing
arid
Douglas
Retursard
(like
digjally redseed
of,
or
Alt deposit deposiled.
her stall lo make the approval by usaccount,
'ne
US. Flank
Agreement.
To makeoriginal cheeks with "subssieueewills a
in rise fonn
to prim
ot'rtse
paper dotessntosts
effective until
Availability,
time, Wç
of
the
items
signet
dirts
at
The
front
a
deposit
the
ori1'utab
original
checks
and subject
foe
a
long
signets is
thia f2vposic Accouoe
has to be contested
replace
you make
had adequate
typically keep
and verification
and
check, Vss
in size toback ofehe original cheek.
osvner ear authorized or authorized
Cureroicyr If
and have
of your
that deposit lime, lhet'r may be
We des not associated with your account cod sp with its
are similar
legal
copy
frona
and
the
change
check."
You
change in owners
Foreign
ofmedia that is
cuerreaoy, That takes
"This
if
a
the. tarsal
image oftlre
lb
deposit stips) most of the docucneniris ties
original
written noticeof
payable in a roceign
list the
Ott type will be olisce
cheek stales:
would use thepayment
the
of
tot. dollars, be adjusted to reflect
just
have received arid act on it
Microl'ilm
that snakes
way you
subssieuir
are stud
(exchanged) mb
credit wilt
make copies
proof of
originals.
by
the
rosily
oat error on yolar
chaisgos.
there
time to approve
stone final
check t1a
copies will be stiTucient
cats ace it the sante
destroy the paper
erpeisses. and less any fees imposed
together) makenotifiuing you. For
the subsürrrtt
Oral ssselr
feoun or tress' be
as technology
ADJUSTMENTS
may use
mail, we have to
You agree
asset, but
returned to you
or you and us wiehout first
rxclsangr race
rights yoa have
techniqsses.
check imaging
If we (or you,can fox the eusor
that are
original check.
make a depesit by becomes eflecaivc,
copying
describes your The rights is chit
'to facilitate
otose clsecka
connection. Mail: If you
before it
For the isscon'sce
account, we
tItan yen rake care
CHECK
21.
throB
pusyotes.
is
paid
Some
orall
Deposits by have time to record it
us.
a
checks. This noticechecks frostphotticopies
completing a
yostr check
section titled
it it isnpertstse
exairiple, if
of original
casinif time on
amount of
section.)
receive it and
See she
substitute
tubsllcuce
check collection,
our daily for all brass of
the dotter
Availability
create on paper, Wilsea
origitssl checks, acceiiesa, However, yes
when you receive
arid electronic
made after
(See ossr Funds
apply
et
errnsoclions
you
to
your
amount;
non open
A
tirposit
notice
do
not
business
will,
the
arc
electronic debics cssssacs us those ntotaceions.
Cutnfl' Timer
the next flaIl
on a day we
cutoff rinse
cheeks, or to
deposited on
cheek, you muu:
laws with
so, asroust, sod
business day, or
ehcekst
seclicas.) The
under
other
the date, pay
sebstitats
he considered
psoeedsare
dirt
ctsecitirsg
bloc ink its
(I) write cttaray;
have
eights
not
just
Availability
business, will
special
vtflts estgaratrrg
blade or desk
provides
a
In one Funds
ace may
tufter ifs uibsshuit
(2) usc
applies to att our accounca,
federal law
day. (Refer
feelds;soid
losses ynu
thick thai we
you
fail
cases,
sigrsstrsrc
rcfund foe eeatssple, ifyou
seporteel there
acronnt
arid
to
certain
toe
rcquess
a
deposit ID ass
the account
allows you to
account (for yocr account or that
accounts.
eodoe'eeenent nt
lfyou nsake a
ii
to your
amount frommoredsan core Cite fist tame
cheek it poised
can add an item as if you endorsed
ttodnrsenoealr
cite item, we
(hr sire
withdrew the wrong
from your account
to endorse you will be liable
or tin
wiiherew nsoney
trainers mud
for ary reason,
crc Chink
any item for deposit Si depoc'ie sea
yourself.
refuse to aorcpe
corrahatsie on
We can
isctposc
wtsy,soe',es, cc
is added incorrectly; accoure;
though
so
you
a depoeic
10 tIe wrong
special notice
statement
if the
we apply a eleposh
witlterut any
We
appear on yoss
fix the once
biasisess stays.
we cnn
will normally
tequess is.
occur on dithh'ssnr
such a correcliois
oao)css you
istaignifseant errors
astor arid the correetioss
OVERDRAFTS overdraft
adjust for
C}5AItC,ES AND sir to repay any
might no'
FOR
which oterite
to
LIAWUTY owner(s) is responsible
account, no masses and we will
The aceoieett charged 10 as
imsoetliately,
finds become
cepayssent iidire
and any fees
whenever
owner, each
caused is or why. Thatnest drposil or
than Out
Ifehere is more
responsible for an
sake is (rots your
jointly, cart coitcee the
available its your atcosntalt owners, sat means
vie that once). An
separarely, and
fees (this
is more
any account
r,u'es'drafl and ceanee, but we won't collect
total from arty
o'elt%er is
check, 3/00
mine
sign yussr
payee
4.
witl'drawal,
'ø' 't" 'to
lrteeenet bill
card purchase,
ATM rash payment,
withdrawal,
ATM/cheek
I
Stcerity Interest
If you don't
asSistS a
You atsrtasld Ott
correctly and
posting the
IDENTIFYING
ORDER BY
We to-ill
NUMBER, SOLELY ON TilE BASIS
give yrna
OP
noetoc tsfo'se
THE
INTERMEOtARY
ORDER
AGREE
BY
BOTH
PANiC
OR
IDENTIFIES AN
NAME AND AN THE
i/SE iQ,WE
BENEFICIARY'S
AND
BANK
IDdeNTIFylaso
PERSONS,
NUMBER
AId? BANKEXECUTION OF THE 1DENTIPYNUMBER AND
latAY BE
PAYMENT DiFFERENT
MADE
on.
.,,n,vaeNT
nc County
witi nba
an the
STANDARDS
Ci> use black
hotd the
County stoat
Bank
liable
or
dade
bluc
a deflciency
are the mastIc
(3> never
fits the
ink if possible;
in the
use a faint
of a poor
posenlial losses
law get task
color, like
check image
including written check. To else cecicnt
aed, pink
Qheae do ath
caused
by
Colorado
4)
siga
29-l-t to;
or
any
pastel,
copy well);
nut prohibited
near site sop
ear a
Coroaitutioa, Ass, XI,
fistic to anetC,R,5 24-to-tOt,
other attempt
by
of she
to gcs
othec signature
thud pasties
1; CR'S.
erseq.
irs that space provided,
means peaxnittcd
caused by
for losses
money from
the dank
apace;
stay out of
oxjaast below
a dcdciency
chat we
your
account
will
macbe
soy
more
money
the
area
its theresulting 15cm a poor check
Agreement s}ratl
than you refuse to permit becasase by any
check forms
below the
the
that rime.
be deemed
written check,
brags
have a litre
macce for
have available
itis for
and
a waiver
Colorado
payee, anyone
Hcttbitsg in this
in your
endoesera (moat
"Overdraft"
separating the
Colorado
can
cash
Constitution,
oftte Count/s
accoent
at
rules,
we
means
a
or tkderat
keep any
the cheek,
Cutorado
endorsement area);
may refuse
transaction
balance on
suggest that
scamp within
Revised r%lsas under
lfoo rail en fotloas
to honor
common law
When a
han caused
an account
the County
the area
Statutes, or
signatures,
louses
check you
your decks,
10 beconee
overdraft
flit, psovisiora
the available
set aside
there is
shall be
write
is
rats
happen,
paysnene.
a
negative
a picture that
sat the resulting from a poor check liable to
does nd
for handwrinen
we sniP
-we pay a
foe c,tample, if;
peerented to as lay another
arty third
number, An
check,
shows you
wrilsrn check
party for
withdrawal
image caused
wander.
because if generally
the maccl
baa
sscspa
the
and
this
an
available
or
iceoo,
that
tiaras'
by
a
ilcilciescy
eeprcas or
eights against
endoasemenv area.
but fo, ibis
eesdorseaaea,e is
ansioaarssaentr ci
a deposia colhcctcd aecwne balance;is wale than
tioplisel, of provision does atol
d,5Sas
your, comes the other tank that missing or
your
any defrose
you made
Cl',eSta
arty third provision, so any claim
to us n//se'
Barged, we
'gas
and on
lIst Countyconstitute a
wilttdrata'als
proatct
en,
party.
cash
it
if
"Rich we let- you
may have,
________ 15
gets neve'ecd;
c/can n/trough
When a cttrc
we are soot
brought against
a charge
the identity
the Cosatty by
it made to youror
make
ems/cr Mark,
of the caamfotlabte
we may
CII ECXS
wills
she
available
with
an
petaon also
teslance.
accouna that
crsdestaentensa Oct a
Gaol, N.,5.
endncsemeais
peetenta it. This
mrreds
in
the
Post-Dated
'We
may
Sen Lt,saflen,
your
is especially
deaf,,name of a
rcctuice
(star Optiaaa:
check before Checku We ace not
t'easiaess enisty,
anyone who
person (other
When an
its date,
can either
If we, at
than an
responsible to
preeenls a check
her owo
pay or refuse leant of
you
if
we
our option, even if we
actoant
yeaus's
oveedeaws
notice
itsnao in
t:s?st,'aa
saga
pay
a
to
pay
the
account)
to;
befrin itt
refuse to payhave
a
day
(checks
owacs presenting for psynscnl
that is is
asa account, we
a check
item, Ewe
dais, you
nest,
a cheek on isis
sonic or all of them
pays fee to
post-dated.
typically come is get thatch
charge for
wilt have
casia the
of auch
so pay, if because it is presented
pay oc refuae
ff0551 cc
give a
iettutticient
check
would overdraw
cash it before
batches), and
ap
ticadle,
tj1scg;
en
pay
them,
if
one,
lingeaprina
irapplacsbtc; and
the sceoaant
if one
the can sac
isa date, ftsrrda. tfyou want Co be
our rules
in any
or ehuanbpriet,
if paid,
you must
largt check
order, or
If thc conrhivioto ofeashing a
and
foretop
sure we do
we ran
stop its
and sit
no order.
thin
not
pavassesec teed
cheek,
identiltcarioo, an -,
payments in the
presenter of
small chccka
rhe terse
Ageerment and
rail;
Forexample,
STOP payment by foltosviatg
sire
check
follow
sac offered
ltrrgesr ,,\k
srquieorntnea,
payment
or coaoçslies
refuses so
*'AYMF,NTS
to so for
would
request or
our proccdurer
infainged on their
section of'
'tcal,g
eenptv stir
hate laser
rnmpty with tlaese
follow
(I)
etceptiort itettu,
for revoking
accoerre, we
Pracitive Pay
ioapoaing
legal rights, asserts thai these
,arsc4sgnd,ir
the
six
ostall
a
stop
,atrtl
pay
abe
one
theae
steps en
RPlSfl TeIS)
State'Daaed
you
ondeeneand
cheeks;
roquiremeatts
large
check
report
as
/SIEA
requirements
dishnstoc"
Cheeks. A
so en Slat
an
and agree
(23
and refine
will not be
that
Ic
pay
payment
"stale-dated" check is
FUNDS oa"your cheeks,
cottsidered a "wrongful
large cheek;
pay, or reissue
pay she email
more than
one that is
TRANSFERS
to pay, a checkaix months
cheeks and
Unless we
than six
brought
after its date We
ataisse en
(2)
have entered
nionflee after
pay the
you chae
tiny
isa date, beougtsc to
check.) If
pay all of
into
a
specitic
(4)
prtavidca
you rio not
(The generalat ('presented') more
thr aranafer
written
otheaweise,
We bays
must place a stop
pay tome thent etealisag an ovndrafr,
nate is set
want tao to
of funds
all these
and reject
agreement with
paymens order,
h.ap osa.
pay a state-dated will pay the
or
others.
otst of ahe
otherwise, and
s'ositesae Pay
a4ssioaas each
you give to so fnc
payntenc ocder
account. What
ste -ii aa,k,a,rtatni
thnav-.
exception 1cm,,
on the clt'actc,
we do one
time
you
funds into tIre paymear orders accorat by wire
check, you
'ely on for
Check
time doet
mighl overdraw
we receive
or usposi
the fraser.
Legeatls, We
account, wilt
not
snake
tights
and
as
a
an
has
the transfer or
Our
Feers
memos you put on
ate not
that a rule
re governed
traaasficr of
charge an
by this
yoa can
acei case obligations wieh
your checks,requited to honor any
Exbiteii A ofWe
"legend" or
respcccto a
eighas and
paragraph. Your
the
ercn if we
insuthicienc
legends or
"memo" we
payment order,
Tseavse,qs
Managensent
hando
fee,
cia's ths,o SdtY'
e,-bligctioan,
will
Conditions,
for
arc aware of
mean a
Why is this
be gsveaved
as stated in
tire County Sea'eice Agreensenc
PiCas CCs4Cse
Mastagra,ess
By
each withdrawal
hi' ntae
payment, or
Cheek irons,. or "do not gas' astor,message, auth as "atotthem.
aaapnrtaott
and she
If your
Srrvic.s ttm,aa
valid
Teams sad
other paper
(C.g,
in'peraon
Trcaaars'
Deposit
hank
on
thrars art-s days
and
for
eceords
Chtcka see
Conditions signed by
equipment, if you
Account
Starch 9, 2614,
from w ndoesesnent ofa ehedc.
your available or elecironic
after duet"
soned and
the treasurer
get them
om you look
withdrawalATM, automsic
Agreement, and
or the
charged hi the
don't buy
balance
exclusive of this
to
flee
extent
the cheek,
your checkscopicd by high speed
(I) causes
County's monthly on a given day.taassarsinn) thai
Ma,oagan,.ms
'tour
Cotsditiona,
either tndomensetse of someone
checks doapproved by us ox we
not speciBed in
a deta's in
Snrvire
by Artiste
not process
will not through so, you muss
(2) nevenls
reepoetsibilitles: If you AccnuneAssatysis This fee ie
Ze fist.igrnmsol
C'UCC4A') as tasaetcd 4A of thee
atteceafrat'v notice
deposit encaagh
correct l., Sec alit be eeepoaoible
addicional
lean's ants
statement
lisifosos
have so
someone
from
if
your
account
with
iso
the
toaonseorte
else,
and stseeefote
us,
'm%s'maeion on inks and secaima staled
you mutt do money intoyour account overdraft,
or
Commercial Code
slate is
being idererifted
you mutt
ENDORSEMENt
you will be
We resent
caassot get
which you
to pay site
The
payee
account with so instasediately.
relaced issues- CiThfl(
notice Os
quickly enough
sits right
Stave
your
If
you
STANDARDS
reapcansibte
the
of a check
o'aeadraft, and
beeasase it
share
to erAse
aosnconc else,
Paymtne orders
overdraft,
she check cannot get it in time)
must sigo
(utte parson
you are
so arcepr
isoedpsial Is
whether
ownerahip of
and
ttsr
from
YOU
art
ac'cepeedvdsen
will
then
or nou you
stay paynsesal
toss dote
the pirture (endorse) the check ott to whom a cheek is
reeponsittle to us for your
benerseed from
someoneelee
be up to
AGREE
they are
personally
teaser
it, 'You
who anightbe
below, Ifs
iNStir
she
you to say and occurs
ThAT itt
ii gets
the back itt
executed by us,
payable)
caused the
ha-oe the
overdraft ieesoot.
check is
liable,
CANCELLATION
the çoace
ICIENT FUNDS
recover
A PAYMENT
option so
nverdraft or
but you
"1oct11 eitat
drarsdo far
transferred to
AND
shown its
also bedrpoaiced or cashed,
Chest us co actor,
THEREOF
BENEFICIARY BY BOTH
may stilt be
OltEst?, OR
required 10
someone else
your cc ounl hands" means youOVEEDRAP1'S
items be aeta,rtaed itcnn, If you
NUMBER,
sigIs the anyone else who holds
before
charged on
IDENTIFIES
Every hectic
NAME AND
returned
AND
THE
don'e
h-ave
wish
to
available
to
she check unay
TIlE
insuffadent
AN
from that
that handles rhrck.
U.S. Bank
contact
pay the
DIFFERENT
asked to
enottgts
NAME AND
account,
a cheek
your branch request 5tl
24-tlour
pay it also
tDENTtF'YSNG
morley
in
withdrawals
PERSONS
on
its
way
Banking,
An ineuthirient
has to
NUMBER
oO' account overdraft
you are
EXECUTION AND
The space
Other sections;
OR
to else bank
or caP
for those
attempting
LOENI'tFY
fundt "item'
iderttifr itsetfon
to these issues, While many other
that is
and otbrs
banks is
PAYMENT TO ACCOUNT
cheek,
the
bath
may
include
CANCELLATION
THE
OF
TIlE
hOLDERS,
below the
"holders,"
MAY BE
these aectitas
sections
of
Cilia
the
following:
When you
space shown o5thc chcrk,
MADE
Fonda
BENEFICIARY OR
are passicolasly
for Ihe
booklet elate
pce'suthorized
THAT IFIOENTtFYINCI
eodomt a
SOLELY ON
Assutshi/irv
A
apprctpsistt;
NUMBER, YOU
THE BASIS
SesstT
PAYMENT
A1,SO
(I) clearly
ttsnec;
lxatzfrr. or
anconrea basking
fran/er,
tcleptatsne
on your checks.
you waiee.
in Acroaasts
U.S. ttank
REFUSSNC
Rmser,etierAgresosent
PAYMENT
ON YOUR
You msta
till in
an
CI1ECKS
antosseat (ira
cleasty, and
wnrds and
in the date sign your name on checks
aunbcra)
said Sante
a payee
Statrs of
ranctlad, but
of use accepsutcc of,
account. Prioratnount
to the
payment order payestenc order Sty
tier outgoing
so the
acceptance of
appeope'aale
e,nercded or payn,eoe order stay been oalgoing
paynsene order,
the United cnedhtrof if else
beasefaciacy'r
naay not be
hen/c/a
loesred whit/at
the outgoing
paymlessi order is
America and
--'yaw' n U.S. dollars.
Ocher outgoing
not be canceled,
payment ordets may
an,eodett or noodie',ed,
We must receive your
cancellation in
a reasonable time prior
to the time we execute rIte
outgoing payment
order. Payment orders
THAT fF A
subject to the
seat by Fedwire will be
Feelerat Reserve's
orders scm via
Regulation 3, and payment
oshrrpayn,rnt systems will be subject
of those
to the stIes
systems Vote agree chat
we may record alt telephone
Conversations and data
anions received
made on behalf of younasnsas
from, made for or
pctrruent
to or in corsnecliOas
payment order.
wills a
TOLl AGREE
PAYMENT ORDER, OR ANY
CANCELLATION
THERETO, BUT OR AUTHORIZATION
RELATtI4O
FOR
THE
API'LICABILlT? OF ThE
ELECTRONIC FUND
TRANSFERS ACT 01' eOTct (AS
EFFECT PROM
IN
TIME TO TiME),
PORTION OF A
FUNDS TRANSFER CONSTITUTES A
UCC4A, ALL
AS DEFINED IN
ACTIONS AND
PAYMENT ORDER, EitStkfl'ES CONCERNING
SUCH
AUThORIZATION SHALL DC
CANCELLATION
OR
TO UCC4a',
DETERMINED PURSUANt
AND THIS
AGREEMENT TO THE FULL
E)Ct'ENT PERM5TTED
LiT LAW, If an
in a foreign
on the day the refund is
roMe,
exchange rate in
outgoing paymena order
clarsency cannot be
wilt apply to any rethza,d due completed, the exchange rate that
you will be the
effect or the close
WtTIII)KAWAL
On the
EIGHTS, OWNERSERS'
AND BENEFICIARY
OF ACCOUNT.
DESIGNATION
The County
authmisea signem to transact
Treasurer's Master,
business.
Treasurer's Cheste,
Cleric and Recoader.
RMHIIYt& Payroll lax,
and Social Security
accoisses, and any
Peneficisrtes barth
tithe Dank the other accounts which the County may establish
authorized signers are he County
the members
Treasurer and
the Accountsother stsffwhom sIte Itat designtted
in writing. On
Payable and Faysoti
sigrers arc the
accounls, he suthorir.ed
Chair of the Board
ofCuusrty
the County Clerk
Commissioners and
and Recorder, both
required. On abe Iranseelions
of whose signatures are
Chair or the Board of County requiring the sigrrsturea of the
Comosissionera arid the County
the signers act with
the advice and
assistance
Treasurer and bee
Clerk and Recorder,
of the County
staff. Aothnrizalion for all
electronic paymcr,l
sypra and is,l'ormsttion
she Security
is cnntrnlled by
Adtniaisrtvtors detignatesi byaccess
in writing. All
the County
dual signature
Treasurer
scqairemr.rsts ant for the County's
internal control
puqsntes only.
section of this
pp, Required Signatures
Agrecenent. Release
of
authorsterd by the
information is only
County Treasurer and
her assigned staff.
who has access
The lbtlowiog
ruler govern the
withdrawal rights of deposit
accounts with flue various
given to them.
Dy 'withdrawal eights" raetitles
mean
on all ila areotan,ta
the account for
Ia the fends in
all purposes. Theac
for example,
withdrawal rights will control,
whose instnsctions we
mute follow,
we most pay,
whoac chccke
and whoae withdrawal
These withdrawal
tights do not contentrequests we muss honor,
tonsls, a.s batwtert
who actually owss the
multiple anita to an account.
ACCI1tIAL OF
CREDIT
The County stat]'EARNINGS
earn an Eartstssgs Credit
at Clue Raoak.
The ugplicable
The Councy'e
Terms and Conditions to the Treasucy
Coency on March 9, 2Q14 signed by U.S.
rantings credit rate eltall
Average Federal Rare
heinderced so the
(+/. 0) with a fleer
staled in the
of 40 basis po'mts, as
Response eta Rl'P, Exhibit
B, page 54
Management Sen'vices
Batik and Douglas
earned credit could
exceed total charges
Bank will not
in a given month and the
esny forward rxcets
Crrtsoly may choose to be invoiced earnings credits; however, the
on a quanrrly basis,
quarterly coticceed
allowing
balsrsrcs to be used
Earning Credits So,ssns, as documented for the calculation of
Federal law pmhibies
Bank from paying in Ethibis B, payr 54.
the County. If the Caunty'a
excess earnings creche to
esrasissafi credit it
offset the sotoont
insofficictst to
due hereunder, tht
ansouot to the Bank
County agrees to pay such
upon demand. The
Bask to invoice
Coussey aothosizes the
the Coassey for sty sad atl fees,
charges owed
expenses
ororher
by
the
Coenly
co the
Stasis under Treasury
Marragcnseot Services
Temo and Conditions
Bank and Dougtae
signed by U.S.
County or the Dank Counsy on March 9. 2014. If eithec the
exercises its right
co Icrmhsaoe the Treasury
Management Services
Tenets and Conditions
Bank and Douglas
signed by U.S.
to the termination County ott March 0.2014 March 9,
2Ol4prioe
dale stated in
Paragraph Its-B thereof, on a
prorata basis, County will forgo any
Earnings Credit
Thus. if this remaining balance of the
half way theougtt Boost.
Agreement is terminated
the 3 yeac term,
Ccaaney will not
hatfofthe %tO,000
be eligible for
Earnings Credie Bonus.
STOP PAYMENTS
Untess otherwise
prnvided, ehe rules in this aetsion
stopping payttitot of ilema such
roves
as checks and drafts
drawn en
yoor accoora.
Electronic Funds Tranafera
You can stop
paymcer ofeertain types of electronic
Please ace the
transactions.
Electronic Banking
hrochs,re br details.
Agreement secriun of this
Clseatcs and drafts
If you want
the cheek it paid.
We wilt need the
foltowing
to slop payment of
a check, you ressr stop by' a
U.S. Bank tsrsu,cst
or call U.S Bank 24-Flour
us will take run msch
Wtiliog to
time and we will not Banking.
save lime to act oat
(I
information:
your request bcl'onr
petsottyou wantedsopay.
the account number
Ills check is written ott;
the check nutttbet
the dollar amount;
she dccc; and
ehrsrasne ofthc
This information
must be exact and
correce. If ic is ant, we will
nor be responsible if
the item is paid.
Who faa slop
other is effective
a paymenil and for turns long?
(I) Any owner
can ecop psymerer olany'
check on else account
,vhcther ilaat
osvnsr wrote lIne cheek
or sos (sod assuming
the itens can still be stopped).
(21 A stop payntent
not outity you whtes
she asop payment
gee
br sit moaths or
tongte, as determined
by yos at the time
order is placed. You
ehe atop payment
must renew it prior to Out rspiratioo
ol'strc soot) paymeal
effective period or the item could
paid. Wt wits
efticceive period crate.
Only the owner who
release it.
You must give
made rise slop
payment order can
us sualticient nosier
oct that we liaise a
reasonable period of rime to act
spun your request end
verily that the item
Etteteofa stop payment has not been paid,
Agreement
C005tihsfnoa,
When you stop
paymeotof a check,
the payee, and
you may anti be
the payee may stilt
obligated to
check or the
save else eighc so collect
on the
utttictlyiog transaction. The County
she liansle liable for the porential
will use hold
losses ha the County that ate
caused by the
Bank's honoring a
extent not prolsibietd
stop pstymetlt order,
by law
To the
including Ctslorado
Are. XI, § I; CR5.
a waiver of the
29.t'l to; and CR5.
the Sante will
§24-10-101, raseq.
sot he liable to third
iS honorieg
pasties for loscre related so
stop paymeot others.
shall be deemed
Nothing is this
Cotsity's eights uodtc the
Colorado Constitution,
Cotorado Revised
fedetat common
maw This provisico Statutes, or Colorado or
dnts net suggest
County shall hr liable to any ehird
shot cite
puny fet losses caused
Batik's honoeissg
by the
a atop payment order,
net ronanitute a waiver, express
tact this provision dries
or implied, of any dtfeoae the
County stay have,
hoc for this prov'nioa,
to any claim brought
atop payment? We
agasnueme Coerteyby any third party,
What etwe don't
check llsst has already
ctanoe amp payment ofa
been pail. tfyou ask say to atop
a check ted we
payment of
pay it anyway, we
has agaissi
you. This oteana, ifahe gain whatever rights cbs payse
check should have bten pnid,
or Ohe payee has the
right to collect from
totters from
you anyway, we can
you. Therefort. if vve pay art item
that
been stopped, before
should
have
we recredil ynsr
prone so us that by
account, you wilt have to
r-atoe in our failure our payment yoe have eutfesed a lost rend
to amp the payment.
thr
Whal ki.ada of
nest
Evenly's accmutlt,
does soc apply etteeles does Chit NOT apply to? This
settles
to items not drawn
Os y'oer account,
teller's checks,
such as
official (cashier's)
etteeba, and accepted checks
(e.g., cernthrd
checks). We have
so
responsibility
tequeni to alosa
to honor yottr
pssysnetae of items
The County
nor dsaaest on your account
will not hold the bank
liable for she potential losses
eo the Courtly that
are caused by the
Dank's honoring a atop
payment order on items
not draws ma the
the exltnt
To
prohibited by law ..
including Colorado
I; C.R.S.
29-I-Ill; and C R.& p 24Bank will nut be
Coualitution, A's. Xl,
tO-tot, et seq. "site
losses related
liable to third
to its honoring
parties for
stop payntrrai 0,1cm
drawn on the County's
no items not
accoctot, Nothing in thin Agreement
be deemed
t waiver of CIsc County's
ehall
rights under the
Contotitutiotl, Colorado
Colorado
Revised Statutes,
common iaw. This provision
or Colorado or federal
does
0°c
suggest
shall be liable
no any third party for tossea causedThat the Comtry
honoring a stop
by the Dank'a
paymene order
County's account, and atsin provisionon items not drawn on the
does aol constitute a waiver,
express nr intpl'sed,
ofazty defence cIte
Ihia pmvicioo, co any
claim bnoughe Cruney nsay hurt, her for
third party.
agrirsr the Cnusity by any
Fee To stop a psymtnu you
AND ESCREAT
must pay star fee,
which a disclosed in the Exhibie
A
tire amount of
ofelse Tsrasssly
Tenor and Conditions.
Maragement
DORMANT ACCOIJN'[S
A dormant
arrousat is an
as follows:
months for ta
check
checking account;
24 t000ths for a
acrowrc itcludia,g
limited (no more thinaaviags
three per moratta)
12
acmou,st that baa been inactive.
Generally, subject
to stare law, "inactive"
so deporit, withdrawal
means there has been
or ocher con,mueieation
she account for the period ofeime
from you aboaat
(I)
(2)
those that offer
Wetting opeiotst.
This dots not apply to a tints
deposit (ecreiticare of deposit)
otalesa it matures
and does not aeseae,
a savings account,.
II will then be converted to
We charge
a tinrnwnt accoetec fee, The
amount and frequency
is disclosed in
tn,fot'mniion brochure,
If your account on' Cotssaoter Pricing
has a zero balance, vie
reserve the right to clone it.
term stoat is used
Eseltest is the
transferring an
to describe the pcoccss of
acr,000t balaate to the
yotae branch is
govtrsment tn whtclt
located after to accountstair
tong time tasd
has been dOrOoatsc
ifour attempts so f,rtd
for a
you fail,
provided for separately in the Truth-in-Savingn disclosure or in
consumer customers, rules governing changes in interest races sre
charges in a given month. Bathe wilt not csruy fonvsrd excess
online,
of communication with us. For example, we offer lttsrnct
Banking and the ability In obtain periodic account statements
this Deposit Accouxnt Agreement.
Many eunuornam use the Internet and tneuit as their prinuasy form
The mancra covered by this secion arc governed by the Treasury
Management Services Terms and Conditions signed by
U.S. Bank and Douglas County on March 9, 2014, exclutive of
ELECTRONIC MESSAGES AND AGREEMENt'S
action, and whether the congequencm are foreseeable or not,
damages that might otherwise be available in a tore or contract
for errors or mistakes we mske in good faith. This includes
indirect, incidental, upeeial, consequential and punitive damages
it, You agree - to the esters showed by law - to waive any
mistake and charged you more than we should have, or failed 10
give you eesdit you were due, we wilt correct she error, to long as
you give us sufficient and timely notice and an opportunity so fix
We process millions of transactions every day, with the help of
complicated teeluuology and other companies. If we make a
LIMIT OF LIABILITY
or viait your local U.S. Bait heanch In fled out what CD producto
and terms we offer.
when you open the account. You can call our 24-Hour Banking
All the features of your time deposit will be disclosed to you
disclosed to you when you open such an account.
Wc are not required to pemsis an early withdrawal ftom a lims
depoait, and ifwe do, is will he on condition that you pay an early
withdrawal fee and penalty. The amount of (hal penalty will be
upon rate, or an agreed formula for a mate, for thst period ofime.
deposit or a CD, With a time depesit, you sgree to keep your
deposit with us for a specified period oftime, oe agree to give a
required notice and we agree to psy you interest at an agreed
TIME DEPOSITS
A time deposit is more commonly Brown as s certificate of
people review your statements, notices, and relumed cheeks, or in
Contact us if you do not receive your ecgular statement, lfthit it
husincss account, you agree thin you wilt have at case two
commercial reasonableness of ouo practices, and without regard
to whether cancelled checks sat supplied to you.
This sime period for you no examine your statement and report
probterns to us set without regard to our level of care or the
claimed. Any provisional credit no your account maybe reversed
if you fail to fully cooperate in our investigsrion or, if as a result
ofour invtstigsliexa, we determine that Ihe charge to your account
was proper. To the expeent permiued by law, you agree to pay
any fees assessed or accrued against yosr account during the
accouns during the inveaoigatlosa fur sll or a portion oftlse amount
we may, but are not obligated to, provisionally credit your
reverse any provisionst credit provided. At our sole discrelion,
refute to sign such am sffndsvie or fail no return the affidavil and
other requessed doosarentation witlain 30 days ofthe date wa mail
into you, you agree that we may consider the master resolved and
You further agree to file s police report if we request. If you
The time period after which funds must euchest to the state varies
from ttate to state. Once the hinds sac transferred to thc ttate, you
CLOSING YOUR ACCOUNT
another doeumeuL
may be able to recover tuch from Ise state ilsttf, hut not from us.
Wc also charge a rcasotsble fee to transfer funds to the state,
investigation or that may anne upon reversal of any provisional
credit.
which is disclosed elsewhere.
For prnbtemt involving s consumer electronic banking
transaction, please refer to thc "Electronic flanking Agreement'
sections ofthis broelture,
This section doss not appiy to on ortive riots deposit accounr
the alternative, the person who reviews these will be norneone
against us because of any problem unless: (a) you have given us
the above notice and (li) the legal sctios begins within one year
after we send or make your statensent available to you. If you
make a clsitn against us in connection with a problem, we resin/a
the right to conduct a reasonsble investigation before re-crediting
your account stud you agree B folly soopcuste in such
inveatigatian, Within 30 daya of the date of mnil'atg, you agree rs
complete and return an affidavis of fargtry on the form we
provide you along with any other information we may requeat.
person as ifthey contain an authorized signnmre); or
as otherwise provided by law a regutssion.
You agree to waive any rights to recovery yoa may have against
us ifynu do not provide notice to us in the manner and within the
rime required by this Agreement. You may sot slsea a legal action
results from a forgery, counterfeiter alteration so clever
thst a reasonable person cannot detect it (for example.
unauthorized checks made with your facsimile or other
mechanical signature device or that took so an average
not so exceed 30 ostendar dayu alice we mail the statement
to you Or sransnnis it 50 you etectrssicatly;
promptly exsnunitse your statement and report to us any problem
on or related to your statement, You ageee that we will not be
responsible for any problem tsar:
(I) you do not report tout in writing within a reasonable time
section, the tenn "prcblem" means any error, alteration.
counterfeit check, or unauthorized transaction (including, bus not
limited to, forged or miaaing signasueee and exctuding conswner
eleetronic banking transactions) related to your account. Because
you are in she best position to discover any problem. you agree to
Your Duty to Examine Your Statement. Au uaed in this
make substitute arrangemenlu,
functioning properly, or advising us ifi5 doet not work so we can
your addrets, You are responsible for keeping your email
terminate
Conditions signed by U.S. Bank and Dssglss Coanty on March
9, 2Ol4prior en the termination dale stated in Paragraph ll,5.B
thereos, on a prorstn baxio, County will forgo any remaining
who doss 005 have suthority to transact business on the account.
TELEPHONE TRANSFERS
charged to your sceossat.
We witl periodicalty make svaitsbte so you a statement of yout
checking or savings account showing the transactions that
a
balance ofthe Earnings Credit Bonus. Thus, ifthiu Agreement is
terminated half way through the 3 year eros, County will nest be
eligible for hslfofthc $10,000 Earnings Credit Bonus.
Your address. You must give us your canseel address, and ifyou
move or change your address, you must keep us advised, You are
retpansihte for messages and statements we send to the most
recent address you have given is.
If you sgree to accept mail electronically, you must give as your
If you intend to close your account: tfyou intend to close your
account wish us, you should let) us; aimply transferring all the
money in your account and reducing your account balance to
$0.00 in insufficient notice and may reeult in additional feet
Telephone transfers are governed by the Treasury Msnagcmcnt
Servicea Ttrnts and Conditions signed by U.S. Bank and Douglas
County on March 9, 2014. exclusive of thia Deposit Account
Therefore, thiu section in inapplicable to Douglas
Agreement,
Cnunty
Ifyou cloue your secomis,
(I) you arc still reoponsibte for transactions you arranged foe,
including those that arrive after the account it closed;
you should pay opeciat attention to pre-authorized
electronic deposits to your account and psymentu from
that account; you should reroute the deposito to another
account and make other arrangements for the psyments,
with us and the other institutions involved;
you should not close your account until all the
transactions you arranged for have been cleared, and you
should leave enough hinds to clear them and she fees shas
might be due; and
if it is ass incesest-bessing account, seemed inuenest 'mitt
not be paid.
We can close your account:
Closing an account will be treated an terminating the Treasury
Services Teems and Conditions signed by
U.S. Bank snd Douglas County on March 9, 2014, exclusive of
Management
this Deposit Account Agreement, and will be governed solely by
the termination provisions ofthe Treasury Management Services
Terms and Conditions tigned by U.S. Bank and Douglas County
on March 9.2014, exclusive nfthia Deposis Aeeosasl Agreement.
alt
as
occurred in the period coveted by the statement. If you elect In
not receive or review your stslement, you ste stilt responsible for
having aeeem to the infannseion provided in the statement and
complying with this section. At our option, a ssslcment will not
be tent in any statement period in which service charges, fees,
rcveroals, refunds or interest are she only transactions on the
deposit or
account. When other activity exists, such
withdrawal, a statement will be sent and will include alt
transactions which have occurred since the last statement. At a
minimum, all secotnss will receive a quarterly ttstsmanl.
Regardless ofhow frequently a statement is sent, nuonthty service
charges and other account fees will continue to be directly
invoiced to the County, and may not be debited againtt any ofthe
County's secosintu at the Bank, TIse applieshle earnings credit
rate stuall be indexed to the current Average Federal Funds Rate
(+F- 0) with a floor of4O basis points. as stated itt the Response to
REP. Exhibil B, page 54 to the Treanury Msnsgemens Services
Terms and Condilious signed by U.S. Bank and Douglas County
on Marcls 9,2014. The County's earned credit could exceed lotal
accurate email address and keep ut up to date with any changes to
earnings credits; however, the County may choose to be invoiced
on a quarterly basis, allowing quarterly collected balances to be
used for the ealculaeion oftearninga Credit Bonnt, as documented
in Exhibit B, page 54, Fedtral law prohibits Bank from paying
excess earnings credit to the Bank. tf the County's earnings
credit is insulTsciene no offset the smssnx due heressndss, xhs
County sgeees to pay such amount to the Bank upon demand,
The Customer authorizes the Bank to invoice the County for any
and sIt fees, expenses or other charges owed by the County to the
Bank under Treasury Mansgetnenl Services Terms and
Conditions signed by 3.5. Bank and Dougtm County on March
9, 2014. If either the County or the Bank exercises its right to
the Treasury Managemunl Services Tennis and
If you have more than one account with ut including a credit
card nr open end loan accoune, you can transfer hands between
your accounts by telephone. You wilt need to have a PIN number,
and enter your account numbers, and other qualifications, but if
(I) you can transfer hinds between your accounte by calling
you meet them,
our telephone trassfcr service, and
(2) trassfcrs may he made by the name persona and under the
same conditioue genersI' applicable to withdrawala made
in writing or by other means.
A transfer made by telephone is not immediately completed. It
may sake ax tong as one business day to do the hootckeeping,
verity the transaction and take the transfer.
REQUIRED SIGNATURES
Except as set forth below, required aignaturea are governed
by the U.S. Bank Treasury Management Services Terma and
Cundielona signed by the Bank and the County nfl March 3,
lutme, and we axe not required to examine itemu and debits drawn
STATEMENTS AND NOTICES
2009.
on your account. We collect your nignalure to obtain your
Signature Comparison. We process certain isems mechanically,
based on information encoded on checks and other transaction
agreement no the roles we establioh for your account, hut this
not
a
does not create any responsibility on Our part to verity signatures
on items and other charges to your amount.
but
STATEMENTS
Statements and notices will be governed by the spptieablc
provisions of the Treasury Management Services Terms and
Conditiona signed hy U.S. Bank and Douglas County on March
9,2014, exclusive sftlis Deposit Account Agreement.
none
Number ufSignaeurea, You agree that ifyou
(I) have atm account in which more than one signature
required to complete a transaction;
authorize someone to transact
transactions on your accosast;
authorize someone to transact buainesa on your account
for limited putpoaea and no oiliest; Or
use checks that require two or mote signatureu,
suds anangements are strictly between you and the other
person(s) you authorize, whether we have notice of your
arrangement (including in a form we provide you) or not, You
catmot assert a claim against at for permitting a tranasction so
long as any one of the owners or authorized persona sign or
initiate the transaction, eves if a person exercises sore authority
than you have given.
CHANGES TO OUR AGREEMENT WITH YOU
We may change any term of this Agreement upon 120 days
advance wrinen notice so the County Treasurer. If we so notity
the County Treasurer in writing at least 120 days in advance that
the terms ofyour account have changed acid you continue to have
your account sfter else effective date of the change, and provide
writeen consent to the change in teruno, which shalt not be
unrestotsably withheld, you have agreed to use new terms. For
You agree that we may make agreements with you by electronic
meants. Your authorization aid consent to such an agreement. or
and this provision doet not constitute a waiver, express or
implied, of any defense the County may have, but for this
notiry you of such a hold, but we are not required to provide
We reserve the right to place a hotd en your account if we
suspect irregular, fraudnlenr, untawful ar other unauthorized
FUNDS AVAILABILITY: YOUR ABILITY
FUNI)S
ALL
The County will not be liable for attorney's fees, each party will
bear their reupective costa and expenaea associated with any
litigation under this Agreement..
ATTORNEY'S FEES
Jurisdiction and Venue. TIst Bank and the County eonocnt to
thejurisdiction of the courts of the State of Colorado, waive any
argument that such venue is inconvenient, and agree to bring
litigation commenced in eonsseetion with this Depooit Account
Agreement in either thr District Court of Douglas Cotnty or the
Uniled Stnlea Dialrirt Corns, District ofColorado.
given.
shis jury trial waiver is knowingly, wittingly arid voluntarily
The Dank and the County represent and warrant so each other that
(whether in tort, contract or otherwise) in any way arising out of.
etiseed so or conneetrd with this Deposit Aecosnt Agssement.
Jut'y Trial Waiver To the fullest extent permitted by law, the
Dunk and the County hereby sgree to waive trial by jury in any
jsdieial prnceeditg involving, directly or indirectly, any mauer
waives the right to bring any action in or to remove any action to
arty ottserjurisdictton. whether aisle or federal,
Venue for sny action hereunder shall he in the District Coup,
County of Douglas, State of Colorado. The Bank expressly
construed in accordance with she lawn of she Stale of Colorado,
Court. County of Douglas, State of Colorado. This Agreement
shall be deemed to hove been made in Colorado and shall be
DISPUTE RESOLUTION
The Courty does not consent to arbitration. All disputes thst
cannot be resolved by the parties will be tried in the District
nature, have been resolved fully in our sole satisfaction.
funds held in your arcuun t, whether civil or criminal in
maintaiu such a hold until all claims agsiuot you or lot to the
activity iorols'cd with your account. We may attempt to
your detivety of instructions, may be made by une of certain
provision, to any claim brought aga(nae the County by any rhird
pam'.
notice prior to placing the hold. Von agree that we may
If you furnish your access device and grant actual authority
to make erattafera to another person (a family member or
functions like an authorized check.
money. An account number can be used by thieves to encode
your number on a fatse demand dram which tookn like and
for your account(s). Do not discuss, compare, or share
information about your account number(a) with anyone
uniens you are willing to give him or her flail use of your
It is your respotisitsitisy to protect the account numbers and
electronic ecrrss devices (e.g., ala ATM card) we provide you
Agreement.
SECURITY
The parties' security rteponsibilitien are solely thote sd forth in
Treasury Management Strviees Termn and Conditions,
she
inoludiag Exhibit B thereto, signed by U.S. Bank and Douglas
County on March 9, 2014, exclusive of thin Deposit Account
Colorado etmtnon law.
SETOFF
The Dank's right of setoff is the right of aetotf established by
writeen demand from the govetsstnent inveotigmor.
subpoetsa, court order, or governmental invetoigation,
along with a copy of the subpoena, court order, and
provided at least IS days prior written notification ofsueh
inveatigtgions, bts only if the County has first been
responding to subpoenas, court orders, or government
reasonably determine In besutpicioua; and
Cosnly'n account when and as required or permitted by law for
olhtr purposes, tuch an, for esample:
(I) reporting of interest she County esrna to federal and atate
tax authorilies;
reporting ofrash trananctiono that are at reportable limits;
investigging and reporting or transactions that the Bask
required to provide inforsostion about site County and the
The Bank will not disclose or share any information concem'mg
the County or its ftnartoitt affoim or its accounts at the Barth or its
finaiscinl transactions without espreas prior wrissen authorizaaion
by the County Treasurer herself However, the Dank may be
ACCOUNT tNFORMATION
numbers, codes, marks, signs, pemonal identification numbem
(PINs), public or private keys or other means, acceptable to you
and Co at, to establish your identity and acceptance of the
electronic communications Alt electronic communications that
mccc thcnc requirements wilt be deemed to he valid and authentic
and you intend and agree that those elcceronic eommunieationa
wilt be given the sante legal effect as written paper
communications sigssed by you. You agree chat electronic copies
ufcomtnunicationa are valid raid you will not contest the validity
of dir originals or copies, absent proof of altered data or
tampering.
You are not required to accept electronic communications; we
want you lobe aware that this io an option for you to accept We
wilt never ask you for sensitive account informatiors, such at,
passwords, PINs, Social Security numbers or account numbern
via email, If you receive sea email that appears to be from
U.S. Hattie asking for this type of information, irnsssediattly
forward the email in its entirety (not as an attachment) to
[email protected]
LEVIES, GARNtSHMENTS AND OTIIER LEGAL
PROCESS
lfthe Rank receives a court order or writ ofexecution requiring is
so place a hold on one of the Csussly'a accounts or requiring the
Dank to pay monies out of ont of the County's accounts Ira a
third party, or receives a gasnittsment or levy that requires the
Bank so place a hold on one of the County's accounts or 10 clay
monies out of one of the County's accounts to a third party, and
the Bank reasonably helievee that it will not be protected if tht
court order, writ ofexecuioa, garnishment, or levy ia ignored,the
County agrees that she Bank may place a hold on the account up
to the amount of the claim tiated in the court order, writ of
execution, gamiatsment, or levy. The Bank may noc places hold
on an account in exerat of the amount otsted in the court ordtr,
writ of execution, garnishment, or levy. Any such hold wilt
remain in place ossly no long as reasonably neeeaasry to rtaolve
the claim stated in the coors order, writ of execution,
gsrnithment, or levy, or employ legal remedies to allow a eoun to
tlsat relates
decide ouch claim. The Comsty shalt have the right to intervene
to the court order, writ of
in the legal action
executioa, garnistmsenl, or levy. Assuming compliance with this
neetios, the Bank shall have no liability for dishonored
tranoactiono dse to the hold.
purpose of making a transfer (to purchase a nervice or
TO WITHDRAW
ACCOUNTS
account even though you did not contact us directly and
coworker, for example) who then exceeds that authority, you
are liable for thc transfers unless we have been notified that
transfers by that person are no longer authorized.
The County wilt not hold the Bank liable for the potential losses
to she County that are caused by the Dank's honoring such ltgst
proeeat in accordance with the prov'otons of this section. To the
order the payment.
This Deposit Aceotne Agreement dues not affect the Bank'a
common law right ofaetoff
extent not prohibited by law -, including Colorado Constitution,
Art. XI, § I; CR5. § 29'I'l IC; and C.R.S. § 24'lO'101, Ce seq.
Von must also take precaution in safeguarding your blank
merchandise, for exam pte), payment can he made from your
checks. Nutify us at once if you believe your checks have been
bat on' neolen, As between you and us, if you arc negligent in
safeguarding your checks, you muss bear hr loss enlirely
to
use ordinary care sod if we
ourselfor share site loss with os (we may have to share souse
of the loss if we failed
Cathed Items section.
involving your deposit. See our Retsrncd Deposited and
deposit that are returned to ut unpaid and for any other prohlems
Account Agreement, and the Bank's Premier Availability
Schedute define the availability rules. Therefore. shia Funds
Availability section is inapplicable to. Douglas Cotnty. The
County acknowledges, however, that eves after the item has
"olesred", we have made flisdo svsilshte to you, and you have
withdrawn the hairdo, you ste still reeponsilnlr for items you
Your acenuist number cati also be used to electroniestly
remove money from your account. If you provide your
"the Dank wilt not be liable to third parsim for loaaea relaled so
account number in response to a telephone solicitation for the
its honoring such legal proceoa in accordance wish the provisions
substantially contributed to the toss).
Most Douglas County deposits will be done via remote image
depositing, which allows for a majority ef ACH converted items
to he available next day. The Treasury Msnsgemeet Servicen
Terms and Conditions, including Exhibit B thereto, signed by the
County end She Bank on March 3.2009, exclusive ofthe Deposit
or this rection. Nothing in this Agreement thall be deemed a
waiver of the Counlyk rights under the Colorado Constitution,
Colorado Revised Statutes, or Colorado or federal common law
Thin provision does not suggest that the Coanty shalt be liable to
any third party for looses caused by the Bank'o honoring such
legal process in accordance with the provisions of this section,
OIlIER ACCOUNTS
if we accept foe deposit a cheek that is drawn on another bask.
we may mater funds from ehe deposit available for wiuhdmwal
immediately but delay your availability to withdraw a
corresponding ansount of funds thst you hsve on deposit in
another account with ua. The funds in the Other account would
then not be available for withdrawal until the day the deposited
isem would have been avsilsblc, which wilt usually he the first
business day afler the day ofdeposit,
BUSINESS ACCOUNT ISSUES
All ocher sections of this booklet apply to eenaumer and
business accounts alike, (except when s rule specifically says
it will apply to consumern). These next sit apply to accounts
used primarily for husincat purposes.
EARNINGS CREDIT
the U.S. Bank Treasury Mseagensett Servioea Terms and
Douglas County's Earning Credit rate is established at indexed
Average Federal Funds Rate with a floor sf40 basis points. per
Conditionn signed by the County and the Balk on March 9, 2014,
exclusive of this Deposit Account Agreement, and will not
change for the duration ef the agreement reflected in the U.S.
Dank Treasury Msnsgemcns Services Terms and Coedttions
signed by rise County and rise Bank as March 9, 2014, exclusive
ofthis Deposit Account AgrcemenL
Fees for services used by you may be assessed in full to your
aecounsa or may be offset through account analyeit by applyittg
earnings credit so your service charges to determine a tingle
monthly net service charge. Your esnsingt credit rate is
established by us as described above and will change from title
to time. Your set servioe oharge could be zero if your earnings
credit equals or exeeedo your total charges in s given month,
Federal law prohibits so from paying exceat earnings credit 10
you. If your earnings eredie is not sufficient to offset the amount
due hereunder, you agree to pay such sosnunta to us upon
demand.
WAIVER OF NOTIFICATION OF REDEPOSITED
CBECKS
When you depoait checks to your account, you have a right to be
notified whenever s check you deposit is resumed ttnpaid. We
offer a plan (to businesses who uteri it) whereby we wilt
automatically redeponit cheeks returned unpaid due to insufficient
hinds, To simplity collection of these items, you give up this
right to notification for those items we redeposit, If these items
sec returned unpaid a second lime, yos will receive slandard
nntirteaeitn.
We may wittthsld the availability of htsdi represented by a
redeposited cheek, We will totify you ofsuch detsy.
FACSIMILE SIGNATURES
You may wish to use a facsimile signstsre stamp or other
mechanical signature device to siga checks or other orders
relating so your accounts, if you do. we will, without contacting
you, debit your account for ilems beuriag an imprise thst looks
substantially like your sathorized meehnnieal signsture, whether
se not such items besr the actual facsimile signature osansp. You
agree to notify us and give usa sanple imprint ifyos plan to usr
such a device. If you do not give us a sample, this section still
apptieo to your uee of the device, Yoa are reoponnible for she
security of any mechanical signature device. We will not be
responsible for payment of unauthorized items bearing an intprint
from. or similar to. your authorized mechanical signature.
DEPOSITS
Truncation, Siabatituote Cheeks, and Other Check Images: If
ynu truncate an original check antl create a tubtlitute check or
the tct
other replacement document or other paper or clecironie image
of the original checlç you wa.otana that no one will be asked to
make payment on the original check, a substitute check or any
otlsee electronic or pser image, iflise payment obtigaton relating
to the original check has already been paid. You also warrant that
arty substitute check you ceeate coerforms to
requirements and generally accepted apeciftcations for substitute
checks. You agree to retain the original check in conformance
with our internal policy for retaining original checks. We can
refuse to accept substitute checks that have not previously been
warranted by a bank or other financial institution in conforsoance
with the Check 21 Act. Unlean tpecitically slated in a asparate
agreement between you and us, we do not have to accept any
other electronic or paper image ofan original check. The County
will not hold fist aaosk liabte foe the potentisl tosses to the Cotssrty
that are caused as a result of any truncated cheek transaction the
County initiates. To the extent not prohibited bylaw-- including
Colorado Constitution, Ant. Xl, § I; CR5, § 29-I-Ito; and
CR8. § 24-ta-tot, 5, seq. -- the Dank will not be liable to third
parties for losses as a result of truncated check transactions the
County initiatea. Nothing in thin Agreement shall be deemed a
waiver of the County's rights under the Colorado Constitution,
Colorado Revised Statutes, or Colorado or federal common taw.
Thin provision dots not suggest that the Cosust stsstl be liable to
atsy third party for losses caused by truacated check transactions
that the County initiate,, and Ibis provision dots not constitute a
waiver express or implied, of arty dcferue the County may have,
but for this provision, to any claim brought against the County by
any third party.
Depotit Preparatioa, Sortiag, and Eadorsentrnts: You agree
to properly prepare, sort, and endorse att depotits according to
requirements apecifred in any applicable uner guides and Federal
Regulation CC. The County wilt not hold the Bank liable the the
potential losees to the County that ate caused as a result of any
deposit preparation, toning, and endorsements the County
performs. To the extent not prohibited by law - including
Colorado Cosalilution, Art. Xl, § I; CR5. § 29-I-ItO; and
C.R.S. § 24.10-101, et seq. '-the Bank witt not be liable to third
patties for tosses as a result of any deposit preparation, sorting,
and endoracmestt the County performs.
Nothing in this
Agreement shall be deemed a waiver ofthe County's rights under
the Colorado Constitution, Colorado Revised Statutes, or
Colorado or federal common law. This provision doet not
suggest that rho Cousty shall be liable to any third patsy for
losses as a result of any deposit preparation, sorting, and
eodoracmcots the Cosnry performs, and this provision does not
constitute a waiver, expreas or implied, ofany defenac the Cwnty
may have, but for this provinioo, to any claim brought against the
County by any third pony.
Milwaukee Metro Area:
Denver Metro Area:
Ciocinnsti Metro Area:
(314) 425-2000
(414) 765-4636
(303) 585-8585
(513) 6324141
U.S. Bank® 24-Hour Banking
St. Louis Metro Area:
(612) US BANKS
800-685-5065
800.872'2657
800-US BANKS
(612) 872-2657
Minncapolis/St. Paul Metro Area:
(503) US BANKS
(503) 872-2657
Portland Metro Area:
All Other Areas:
TDD:
877.595-6256
U.S. Bank Fraud Liaison Center
TDD: 800-685-5065
'Ifksc
Ass-k
A A SOØATION
IN WITNESS IMIEREOF, f/oe panics have executed this
Deposit Account Agreement as oft/se date first written
above,
U.S. BANK N
By:
Title:
ATTEST:
a
Tide:
THE BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OP DOUGLAS, COLORADO.
Date:
APPROVED AS TO CON1'ENT:
Dougla&:J. eBord
County AdminIstrator
Date:
APPROVED AS TO LEGAL FORM:
Meredith P. Van Horn
Asalatant County Attorney
Date:
APPROVEO AS TO PISCAL CONTENT:
\ 1"u.t. ( LLg...
Andrew Coptand
DlrectDr of Finance
Date:
Exhibit D
Insurance
Insurance.
The Bank agrees to procure and maintain with insurers with an A- or better rating
1.
as determined by A.M. Best's Key Rating Guide, at its own expense, the following policies of
insurance:
Workers' Compensation Insurance & Employers Liability to cover
obligations imposed by applicable laws for any employee engaged in the performance of work
under this contract, and Employers Liability insurance with the following limits
Workers' Compensation:
Employers' Liability:
Statutory
$1,000,000
Commercial General Liability insurance with minimum combined single limits
of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and TWO MILLION
DOLLARS ($2,000,000.00) aggregate. This insurance will apply as primary insurance. The
policy will be applicable to all premises and operations. The policy will include coverage for
bodily injury, broad form property damage (including completed operations), personal injury
(including coverage for contractual and employee acts), blanket contractual, independent
contractors, products, and completed operations. The policy will contain a severability of
interests provision.
Commercial Automobile Liability insurance with minimum combined single
limits for bodily injury and property damage of not less than ONE MILLION DOLLARS
($1,000,000.00) each occurrence with respect to each of Bank's owned, hired and non-owned
vehicles assigned to or used in performance of the services. The policy will contain a
severability of interests provision.
Financial Institution Bond (Fidelity Bond) with a minimum bond amount of
TWENTY FIVE MILLION DOLLARS ($25,000,000.00). Including but not limited to
employee dishonesty, loss due to robbery, burglary, misplacement, mysterious unexplainable
disappearance, loss while in armored motor vehicle or by insured's messenger, forgery or
fraudulent material alteration, intended forgery, counterfeit money, dishonest or fraudulent entry
of data or changes to data.
Certificates of Insurance. The required Commercial General Liability,
Commercial Automobile Liability policies will name Douglas County, its officers and employees
as additional insured and provide for a waiver of subrogation in favor of Douglas County
Colorado The required Workers' Compensation policy will name Douglas County as a
Certificate Holder. Proof of the required Financial Institution Bond shall be provided to Douglas
County. The certificate(s) of insurande and proof of bond will be attached to this agreement as
evidence that policies providing the required coverage, conditions, and minimum limits are in
full force and effect. Any notices, within 20 days of cancellation, termination, or material change
will be sent to:
2.
EXHIBIT D (continued)
Sheryl D. Monroe
Douglas County
Risk Management
100 Third Street
Castle Rock, Colorado 80104
3.
Right to Review, Revise and Relect. Douglas County reserves the right to request
and receive a certified copy of any policy and any endorsement(s) thereto. Douglas County reserves the
right, but not the obligation, to review and revise any insurance requirement, not limited to
limits, coverage, and endorsements. Additionally, Douglas County reserves the right, but not the
obligation, to review and reject any insurance policies failing to meet the criteria stated herein or
any insurer providing coverage due to its poor financial condition or failure to operate legally.
Failure on the part of the Bank to provide insurance policies within ten (10) working days of
receipt of the written request will constitute a material breach of contract upon which Douglas
County may immediately terminate this contract.
Failure to Procure or Maintain Insurance. The Bank will not be relieved of
any liability, claims, demands, or other obligations assumed by its failure to procure or maintain
insurance or bonds, or its failure to procure or maintain insurance or bonds in sufficient amounts,
durations, or types. Failure on the part of the Bank to procure or maintain policies providing the
required coverage, conditions and minimum limits will constitute a material breach of contract
upon which Douglas County may immediately terminate this contract.
Deductibles and Coinsurance. The Bank agrees to be fully and solely
responsible for any costs or expenses as a result of a coverage deductible, coinsurance penalty, or
self-insured retention. The Bank will indemnir Douglas County, in full, for any amounts related
to the above.
Governmental Immunity. The parties hereto understand and agree that Douglas
County is relying on, and does not waive or intend to waive by any provision of this Agreement,
the monetary limitations or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, C.R.S. § 24-10-101 ci seq. as from time to time
amended, or otherwise available to Douglas County, its officers, or its employees.
Approved byL _c 7ttA..&t iii Th&Sct
Sheryl
Monfe
.
Risk Manager
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