#14-001 (First Florida Integrity Bank) Bank Use Only: OF# Addendum
First Florida
. 1 _,, , Integrity Bank
mid.,0.
Retail Lockbox Agreement
Account Title: Board of County Commisioners Utility Water and Sewer
Contact Person: Theresa Riesen Phone:239-252-2362
Account numbers: 1056522
Customer desires to use Retail Lockbox services of Bank. Bank is willing to provide such services under
the terms and conditions in the Master Banking Services Agreement along with the Policies and
Procedures listed below.
1. ACCOUNTS
Customer shall open an account into which the Retail Lockbox Payments shall be deposited
("Account").Each such Account shall be subject to Bank's ordinary rules and regulations and fees.
The Customer shall deliver to Bank any documents customarily required by Bank in connection
with such accounts. Bank is not obligated to process any Retail Lockbox Payments until the
appropriate account has been established.
2. CREDIT ACCOUNTS: Charge backs
Bank shall credit each Account with the amount of payment received as corresponding to such
Account.All credited funds are credited conditionally subject to final payment and clearance. Any
charge backs shall be debited against the appropriate account designated in writing by the
Customer to Bank and Bank shall promptly deliver notice of such charge back to Customer.
3. PERFORMANCE OF SERVICES
The Bank shall perform the services under this Agreement in accordance with reasonable
commercial standards applicable to the Bank's business; In conformity with rules, regulations
or laws governing the activities to the Bank;and in accordance with this Agreement.
4. MAIL COLLECTION
Bank shall collect the mail from such post office box in accordance with the Bank's post office
schedule; as such schedule may change from time to time. Bank is responsible for the mail
during delivery from the post office box to the lockbox processing site two(2)times per day.
5. REMITTANCE ADDRESS
All envelopes containing checks, drafts or money orders (hereinafter referred to as "item(s)")
are to be processed by Bank, which are attached hereto and made a part hereof by reference,
and will be mailed to the address set forth therein.
PO Box City, State,Zip Code
6. DEPOSITS
Bank will make one or more deposits of all items processed each banking day for credit to
Customer's depository account. The relationship of Customer as a depositor shall commence
when money,checks,or other orders for the payment of money, collected at the Retail Lockbox
Filename: T:/TreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx
Bank Use Only: CIF# Addendum
Board of County Commissioners
Company Name: tility Water and Sewer Fi t Florid. me rity Bank
Date Ac pted: 1/18/14 /
Name: TOM .i11 III Name: '4_L I . -#
Title: C'.NATRMAN Title. - _ ._0 i' . •a
roc-t44(
oc • • G Z--40
Appro as o o , and legality
FATTEST
DWI -T' 340 CLERK s,
Sc?t R.Teach,Deputy County Attorney
Attest as to Chairman's
offiy.
Filename: T:/TreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx
Bank Use Only: CIF # Addendum
or received at the Bank and are accepted and credited to the Customer's account. In the event
that Bank fails or is delayed in making a scheduled Retail Lockbox pickup, and the failure is
due to circumstances within Bank's control, Customer's sole remedy shall be to require that
Bank process, without charge, the mail not timely picked up. In the event the Bank loses mail
picked up from the remittance address, Bank shall have no liability whatsoever for loss of
items, other than checks, drafts, money orders, or other forms of negotiable instruments. Bank
shall at no time be liable or responsible for any indirect, consequential, or punitive damages,
including,but not limited to, lost profits resulting from any act or omission of Bank.
7. CUSTOMER OBLIGATIONS
Customer agrees to provide Bank with unrestricted and exclusive access to Customer's
designated Post Office Box locations, in order that Bank might receive all remittance
documents printed according to the specifications provided by the Bank. Envelopes containing
the remittance documents must be of a size and paper quality as indicated by Bank. Such
standards will be mutually agreed upon in writing by Bank and Customer.
Customer agrees to follow the recommendations and specifications outlined by the Bank
relating, without limitation, to document specifications for the remittance documents to be
submitted to Bank hereunder.
Insofar as the performance of services under this Agreement by Bank requires data, documents,
information or materials of any nature to be furnished by Customer, or for personnel, Customer
hereby agrees to furnish all data, documents, information and materials and to perform all such
acts and to make appropriate personnel,records,and facilities available to Bank,all within such
time and in such form or manner as may reasonable be necessary in order to enable Bank to
perform the required services promptly and in a workmanlike manner.
8. DOCUMENT TEST
The parties understand and agree that acceptance of this contract and performance by Bank is
dependent on the successful test of Customer's documents. Bank shall have the sole and
absolute discretion to determine whether a test has been "successful" After the contract is
accepted, customer agrees that it will not change, in any respect, the document or its contents
without thirty(30)days minimum prior written notification to Bank and subsequent acceptance,
testing, and approval by Bank. Bank reserves the right to test customer's documents from time
to time, upon prior notification and coordination with Customer.
9. RETURN CHECKS
Bank shall re-deposit (one time only) all checks deposited to Customer's account which are
returned unpaid due to "insufficient funds". If re-deposit is not possible, for reasons such as
account closed or "payment stopped" or a check is returned unpaid a second time, the Bank
shall charge all such items to Customer's account and the item shall be returned to the
Customer.
10. HOLIDAYS
No Retail Lockbox services will be provided on any bank holiday prescribed by the Bank's
local Federal Reserve District.
11. STANDARD PROCEDURES
Bank will open the envelopes, remove and inspect enclosures and process the remittances as
follows:
Filename: T:/TreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx
Bank Use Only: CIF# Addendum
a. Acceptable Payee. To be acceptable for deposit, the payee of an item must be one of
those set forth, or a reasonable variation thereof. The Bank reserves the right, in its sole
discretion, to determine what a reasonable variation is. The Bank will make all
reasonable efforts to decipher the payee line on all items. However, if the payee line is
not legible, as determined by the Bank, in its sole discretion, the Bank shall first directly
contact Customer to enable processing and, if still unsuccessful, return the item,
unprocessed,to Customer.
b. Differing Amounts. If an item's written and numeric amounts differ, the Bank shall
process the check for the written amount. If the Bank is unable to determine the written
amount, the Bank shall first directly contact Customer to enable processing and, if still
unsuccessful, the item will not be deposited and will be returned to the Customer for
disposition.
c. Restrictions and Conditional Notations. Bank shall not review items for restrictive
endorsements and shall have no liability to Customer for the process and deposit of an
item bearing restrictive or conditional notations such as "Payment in Full", `Balance on
Account", or words of similar import.
d. Foreign Banks and Currency. Items drawn on foreign banks or payable in foreign
currency will be sent for collection.Availability of funds will be credited when collection
is complete.
e. Missing Remittance Advice. Per customer request, when items are received without a
remittance advice, the Bank shall first directly contact Customer to enable processing
and, if still unsuccessful, item will be returned to the Customer.
f. Missing Date. All undated checks will be dated by the Bank as of the date of processing.
g. Stale-Dated. Bank will make a reasonable effort to return to Customer all checks dated
more than six(6)months prior to the processing date.
h. Post-Dated Items. Post-dated items that are three (3) days or more from the date of
processing will not be processed and will be returned to the Customer. In the event that
the Bank endorses and process a check post dated in excess of three(3)days, Customer's
sole remedy against the bank shall be a refund of the charge for processing the check.
i. Missing Signature. Items which do not have the drawer's signature and do not indicate
the drawer's identity will not be processed. If Bank is otherwise able to determine the
drawer's identity from the face of the check, Bank will deposit the check and affix a
stamped impression requesting the drawee bank to contact drawer for authority to pay.
J.
12. The Master Banking Services Agreement, Contract Number 2014-001is incorporated
herein by reference and shall apply to this Agreement. In the event of a conflict
between the terms of this Agreement and the Master Banking Services Agreement,the
terms of the Master Banking Services Agreement shall take precedence.
Filename: T:ITreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx c4
•
First Florida
Integrity Bank
0.4,Ruh`- / Bank Use Only: CIF
Remote Deposit Agreement
This Agreement, dated as of November 18 ,20 14 is between Collier County Board of Commissioners
(hereafter"Business/Consumer")and First Florida Integrity Bank (hereafter"First Florida Integrity Bank"and
"Bank"), collectively the"Parties".
1. Remote Image Presentment Services
First Florida Integrity Bank will assist in processing images of checks the Business/Consumer wishes to
present for collection. This procedure will be followed:
a. Hardware and Software. Business/Consumer understands it must,and hereby agrees to, at its
sole cost and expense, except as indicated in the Master Banking Services Agreement and its
Exhibits,use computer hardware and software that meets all technical requirements for the
proper delivery of the Remote Deposit Service and that fulfills Business/Consumer's obligation
to obtain and maintain secure access to the Internet. Business/Consumer understands and agrees
it may also incur, and shall pay, any and all expenses related to the use of the Remote Deposit
Service, including,but not limited to,telephone service or Internet service charges.
Business/Consumer is solely responsible for the payment of any and all costs and expenses
associated with meeting and maintaining all technical requirements and additional items
necessary for the proper use of the Remote Deposit Service(see Attachment`B" for Computer
Requirements,attached and made a part hereof. Business/Consumer understands and agrees that
it is solely responsible for the operation,maintenance and updating of all equipment, software
and services used in connection with the Remote Deposit Service and the cost thereof, and
Business/Consumer hereby agrees that it will perform, or cause to be performed, all vendor
recommended maintenance, repairs,upgrades and replacements, and such performance shall be
rendered by properly trained personnel,whether they are the Business/Consumer, employees of
Business,or a third-party service provider. Bank is not responsible for, and Business/Consumer
hereby releases Bank from any and all claims or damages resulting from, or related to, any
computer virus or related problems that may be associated with using electronic mail or the
Internet. Bank hereby advises Business/Consumer, and Business/Consumer hereby agrees,to
scan its computer hardware and software on a regular basis using a reliable computer virus
detection product in order to detect and remove computer viruses. In connection with its use of
the Remote Deposit Service, Business/Consumer shall only use the hardware described in
Attachment"A"attached hereto and made a part hereof(as the same may be amended or
supplement,the"Hardware List") or such other hardware as is approved in advance by Bank and
shall only use such software as is approved in advance by Bank.
b. The Business/Consumer will image checks through a qualified scanner. These captured items
will be transmitted to First Florida Integrity Bank for further processing.
c. Unless Business/Consumer owns their own certified scanner and/or mobile device:
TMRDC0002 07/31/2014 1
JFilename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
i. Business agrees to use a certified scanners) from First Florida Integrity Bank
(collectively referred to as the "Scanner"). First Florida Integrity Bank is providing the
scanner(s)to the Business in its present"as is"condition. The Business agrees to install
upgrades to each Scanner within 30 days of availability from First Florida Integrity Bank.
FIRST FLORIDA INTEGRITY BANK DISCLAIMS ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
BUSINESS AGREES TO LOOK SOLELY TO THE MANUFACTURER OR SELLER
OF THE SCANNER(S) FOR MAINTENANCE, CLAIMS,COMPLAINTS,
ASSISTANCE AND/OR QUESTIONS ABOUT THE SCANNER(S).
ii. Consumer agrees to use a certified scanner and/or mobile device independently owned.
d. First Florida Integrity Bank will route the data and check images to its image replacement
documents. These will be transmitted on a daily basis (using banking days set forth by First
Florida Integrity Bank) for settlement.
e. Bank,in its sole discretion, shall determine the manner in which Images shall be presented for
payment to the drawee bank. Bank, in its sole discretion, shall select the clearing agents used to
collect and present the Images, and Bank's selection of the clearing agents shall be considered to
have been designated by Business/Consumer. Bank shall not be liable for the negligence of any
clearing agent. Collection of Checks per the Request for Proposal is next day availability on all
checks drawn on United States banks.
f. The Business/Consumer will accept full responsibility for presentment of the same item multiple
times. The Business/Consumer will be responsible for the safekeeping and destruction of checks
captured and transmitted to the Bank.
2. Image Replacement Document Printing Services
a. First Florida Integrity Bank has the authority to designate another service to print substitute
checks or other image replacement documents for the Business/Consumer, if and as it determines
are needed. References to"First Florida Integrity Bank"in this Agreement will be deemed to
refer to any support service that First Florida Integrity Bank uses. If another service is used,the
following will apply with respect thereto:
b. Prior to file creation,the Business/Consumer is responsible for ensuring creation that all check
images are of sufficient quality for the creation of substitute checks. The Business/Consumer
must use reasonable care to check image quality.
c. Files must be received by First Florida Integrity Bank no later than 7:00 PM EST on any banking
day for the Business/Consumer to receive credit. Any deposit received after the 7:00 PM EST
cut-off will receive credit on the next business day. Upon acceptance of the File, Bank shall
grant Business's Account Provisional Credit(as herein defined) for the total amount of the
Corrected File or the Accepted File, as applicable. As used herein, "Provisional Credit"means
that the credit is made to Business/Consumer's Account subject to fmal payment of the Checks
subject to next day availability of checks drawn in United States. For the purpose of determining
availability of funds, Bank may hold funds for the period of time permitted by Bank's
availability disclosure.
TMRDC0002 07/31/2014 2
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc Zj
d. Business/Consumer agrees that it will only scan and deposit a check(s) drawn on United States
Financial Institutions. All items are to be properly endorsed on the back of each check. Foreign
Checks,including Canadian items,along with poor image quality checks must be deposited
traditionally at a branch office and not submitted through the Remote Capture product. Business
agrees that the image of the check that is transmitted to Bank(each such check and other item a
"Check" and, if more than one, "Checks")shall be deemed an"item"within the meaning of
Article 4 of the Uniform Commercial Code(1990 Official Text). Business/Consumer further
agrees that it will not remotely deposit any check or other item that: (a) are payable to any person
or entity other than Business/Consumer, (b) are prohibited by Bank's then current procedures
pertaining to the Remote Deposit Service (the "Procedures") or are in violation of any law, rule
or regulation, (c)Business/Consumer knows or suspects, or should know or suspect, is fraudulent
or otherwise not authorized by the owner of the account on which the Check is drawn, (d)have
not been previously endorsed by a bank and are either"substitute checks"(as defined in Reg CC
or other applicable federal law or regulation)or"image replacement documents"that purport to
be substitute checks,without Bank's prior written consent, (e) are drawn on financial institutions
that are located outside of the United States or Territories of the United States, (f)is a Remotely
Created Check, or(g) which are not acceptable to Bank for deposit into a deposit account as
provided in the Deposit Agreement, which is incorporated herein by reference and made a part
hereof(Checks described in clauses(a)through(g)each a"Prohibited Check" and, collectively,
"Prohibited Checks").
e. The Business/Consumer will scan each check only one time. Business/Consumer will accept full
responsibility of any scanned items deposited multiple times or depositing an item in more than
one depositing channel.
f. Chargeback of Returned Checks. If Images of Checks deposited by Business/Consumer are
dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent
for any reason, including, but not limited to, issues relating to the quality of the Image,
Business/Consumer understands and agrees that, since Business/Consumer either maintains the
original Check or has destroyed the original Check in accordance with Section 5 of this
Agreement, the original Check will not be returned, and Bank may charge back an Image of the
Check to Business/Consumer's Account. Business/Consumer understands and agrees that the
Image may be in the form of an electronic or paper reproduction of the original Check or a
substitute check. Unless otherwise instructed by Bank,Business/Consumer agrees not to deposit
the original Check if an Image or other debit as previously described is charged back to
Business/Consumer.
3. Image and MICR Quality. Each File transmitted by Business/Consumer to Bank shall contain Images
of the front and the back of the Checks scanned and remotely deposited by Business/Consumer. Each
Image of each Check shall be of such quality that the following information can clearly be read and
understood by sight review of such Image:
a. the amount of the Check;
b. the payee of the Check;
c. the signature of the drawer of the Check;
d. the date of the Check;
TMRDC0002 07/31/2014 3
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc �Q
e. the Check number;
f. the information identifying the drawer and the paying bank that is preprinted on the Check,
including the MICR line; and
g. all other information placed on the Check prior to the time an image of the Check is captured,
such as any required identification written on the front of the Check and any endorsements
applied to the back of the Check.
Each Image shall also meet all standards for image quality established by the American National
Standards Institute("ANSI"), the Board of Governors of the Federal Reserve or any other regulatory
agency, clearing house or association.
Business/Consumer shall also capture and transmit to Bank the full-field MICR encoding on each
Check. In accordance with the Procedures, Business/Consumer shall ensure that the following
information is captured from the MICR line of each Check:
a. the American Bankers Association routing transit number("RTN");
b. the number of the account on which the Check is drawn; and
c. when encoded, the amount of the Check.
4. Lost,Destroyed or Damaged Image Files.
a. First Florida Integrity Bank has no responsibility for images or image files that are lost,
destroyed or damaged during transmission, i.e.,prior to receipt and validation by First Florida
Integrity Bank at its processing center.
b. If an image or image file is lost,destroyed or damaged after receipt and validation by First
Florida Integrity Bank at its processing center, First Florida Integrity Bank shall assist the
Business/Consumer in reconstructing the items from the best information available. In such
event,to the extent that the loss, destruction or damage was caused by First Florida Integrity
Bank, First Florida Integrity Bank shall waive its charge for the assistance provided by First
Florida Integrity Bank in reconstructing the items involved. The Business/Consumer shall in any
event, at its expense, cooperate as required by First Florida Integrity Bank, including without
limitation requesting supporting information and data from its customer(s). In no event shall
First Florida Integrity Bank be liable for the face value of any item.
5. Retention and Destruction of Items.
a. The Business/Consumer will retain any original check that has been deposited through remote
deposit for a minimum of 5 day retention from the date processed. After this retention period,
Business/Consumer may destroy and dispose of original checks with a paper shredder on-site or
hire a third-party service for the secure destruction of checks.
b. The Business will establish Security Procedures to safeguard original checks during retention
period to prevent the risk of threat;reproduction; unauthorized use; or the possibility of any
fraudulent activity.
c. Business agrees to stamp the fronts of all checks processed with the self inking"Electronically
Presented"stamp that Bank has provided.
6. Warranties and Covenants;
The Business/Consumer hereby represents warrants and covenants to First Florida Integrity Bank the
following:
TMRDC0002 07/31/2014 4
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
a. Only acceptable items will be deposited and the Business/Consumer certifies that no items will
be altered;
b. Original items being imaged are made payable to the Business/Consumer;
c. Images are all properly endorsed on the back;
d. No duplicate items will be submitted for processing;
e. The original check will not be deposited after it has been imaged for deposit;
f. Files submitted to First Florida Integrity Bank do not contain viruses.
7. Limit of Liability.
a. ANY PROVISION IN THIS AGREEMENT, OR THE RULES TO THE CONTRARY
NOTWITHSTANDING, BANK SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND
PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
AND BANK'S LIABILITY SHALL IN NO EVENT EXCEED BUSINESS/CONSUMER'S
ACTUAL DAMAGES. IN NO EVENT SHALL BANK BE RESPONSIBLE OR LIABLE FOR
ANY INDIRECT, SPECIAL, CONSEQUENTIAL,EXEMPLARY, PUNITIVE OR
INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER)
ARISING OUT OF, OR RELATED TO,THE USE BY BUSINESS/CONSUMER OF THE
REMOTE DEPOSIT SERVICE OR ANY SERVICE OR THE FAILURE OF BANK OR ANY
PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS
THEREUNDER,UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY BANK'S ACTUAL
NEGLIGENCE.
b. BUSINESS/CONSUMER ACKNOWLEDGES AND AGREES THAT
BUSINESS/CONSUMER'S USE OF THE REMOTE DEPOSIT SERVICE SHALL BE AT
BUSINESS/CONSUMER'S SOLE RISK,AND THAT THE REMOTE DEPOSIT SERVICE IS
PROVIDED BY BANK ON AN"AS IS"BASIS.
c. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES
ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER,EXPRESS
OR IMPLIED, IN LAW OR IN FACT,TO BUSINESS/CONSUMER OR TO ANY OTHER
PERSON,AS TO THE REMOTE DEPOSIT SERVICE OR ANY ASPECT THEREOF,
INCLUDING(WITHOUT LIMITATION)ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, QUALITY,ACCURACY, OR SUITABILITY,
AND BANK HEREBY DISCLAIMS ANY AND ALL OF THE SAME.
BUSINESS/CONSUMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR
REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE
SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS
AGREEMENT OR THE REMOTE DEPOSIT SERVICE TO BE PERFORMED PURSUANT
HERETO.
d. BANK MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER,EXPRESS OR IMPLIED, IN LAW OR IN FACT,TO
BUSINESS/CONSUMER OR TO ANY OTHER PERSON AS TO ANY COMPUTER
HARDWARE, SOFTWARE OR EQUIPMENT IN CONNECTION WITH THE REMOTE
DEPOSIT SERVICE, INCLUDING, BUT NOT LIMITED TO, BUSINESS/CONSUMER'S
COMPUTER SYSTEMS OR RELATED EQUIPMENT, BUSINESS/CONSUMER'S
TMRDC0002 07/31/2014 5
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
SOFTWARE, OR BUSINESS/CONSUMER'S INTERNET SERVICE PROVIDER OR ITS
EQUIPMENT, OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK'S
SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION
INTERFACES WITH THOSE THAT BUSINESS/CONSUMER USES, OR AS TO WHETHER
ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN
UNINTERRUPTED MANNER, INCLUDING,BUT NOT LIMITED TO, ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
e. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES
RESULTING FROM DEFECTS IN, OR MALFUNCTIONS OF, BUSINESS/CONSUMER'S
COMPUTER HARDWARE OR SOFTWARE,FOR THE QUALITY OF PERFORMANCE OR
LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR
INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO BUSINESS/CONSUMER
IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR
FAILURE OF TRANSMISSION OF ANY INFORMATION FROM BUSINESS/CONSUMER
TO BANK, FROM BANK TO BUSINESS/CONSUMER, FROM BUSINESS/CONSUMER TO
ANY PROCESSOR,FROM ANY PROCESSOR TO BANK, OR OTHERWISE. BANK
SHALL NOT BE RESPONSIBLE FOR NOTIFYING BUSINESS/CONSUMER OF ANY
UPGRADES OR ENHANCEMENTS TO ANY OF BUSINESS/CONSUMER'S COMPUTER
HARDWARE OR SOFTWARE. BANK IS NOT RESPONSIBLE FOR,AND
BUSINESS/CONSUMER HEREBY RELEASES BANK FROM ANY AND ALL CLAIMS OR
DAMAGES RESULTING FROM, OR RELATED TO, ANY COMPUTER VIRUS OR
RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH USING ELECTRONIC
MAIL OR THE INTERNET.
8. Confirmation: Account Reconciliation.
Bank will provide notice of receipt of deposits to Business/Consumer's Account on the periodic
statement for such Account. Business/Consumer is responsible for detecting and reporting to Bank any
discrepancy between Business/Consumer's records and the records Bank provides to
Business/Consumer. If Business/Consumer does not detect and notify Bank of such a discrepancy
within 90 days of Business/Consumer's receipt of any terminal printout, mailed report or periodic
statement (each a "Report"), whichever is received first, then such transactions shall be considered
correct.
9. Update Notice.
Business/Consumer shall provide written notice to Bank of any changes to the information previously
provided by Business/Consumer to Bank, including, but not limited to, any additional locations, any
change in business, any new business, the identity of principals and/or owners, the form of business
organization, type of goods and services provided and method of conducting sales. Such notice must be
received by Bank within 5 business days of the change. Business/Consumer shall provide any additional
information requested by Bank within 5 days of such request. Bank retains the right to: (i) review
Business/Consumer's Checks, Files and business activities from time to time to confirm
Business/Consumer is conducting business as stated by Business/Consumer at the time of the execution
of this Agreement and (ii) request notice of any changes to the type or format of information provided
to Bank by Business/Consumer under the terms of this agreement.
TMRDC0002 07/31/2014 6
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
10. Bank's Duties.
Bank's duties and responsibilities are limited to those described in this Master Agreement and any
federal or state law, regulation or rule. Bank will use commercially reasonable care in performing its
responsibilities under this Agreement.
11. Bank's Responsibilities.
Business/Consumer agrees to monitor its account balances and charges, to promptly notify Bank if any
Report conflicts with Business/Consumer's records, and to refrain from acting on information it has
reason to believe is erroneous. Bank shall not be responsible for suspension of performance of all or any
of its obligations, responsibilities or covenants hereunder, whether expressed or implied, if at any time,
or from time to time, compliance therewith is prevented or hindered by, or are in conflict with, any
federal or state law, regulation or rule, the order of any court of competent jurisdiction, any act of God
or of the public enemy, war, epidemic, strike, or work stoppages of the U.S. Postal Service and
commercial carrier(s), or electric power disruption or shortage, telecommunications failure or computer
failures; acts, omissions or errors of any carrier and/or agent operating between Business/Consumer and
Bank or Bank and any Federal Reserve Bank or other agency utilized to exercise transfers or any
recipients of transferred funds; any incorrect, unauthorized or fraudulent use or other fraud by any
person other than Bank's employees; or, without limiting the generality of the foregoing, any other
cause or circumstance beyond Bank's control or other conditions or circumstances not wholly controlled
by Bank, which would prohibit, retard or otherwise affect Bank's complete or partial performance under
this Agreement.
12. Internet Disclaimer.
Bank does not, and cannot, control the flow of any documents, files, data or other information via the
Internet, whether to or from Bank's network, other portions of the Internet or otherwise. Such flow
depends in large part on the performance of Internet services provided or controlled by third parties.
Actions or inactions of such third parties can impair or disrupt Business/Consumer's connections to the
Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly,
Bank disclaims any and all liability arising out of, resulting from or related to, such events, and in no
event shall Bank be liable for any damages of any kind(whether in contract, in tort or otherwise)that are
attributable or in any way related to the Internet infrastructure or Business/Consumer's or Bank's ability
or inability to connect to the Internet.
15. Indemnification and Liability; Third Party Claims.
Each party agrees to indemnify, defend and hold harmless the other, each of its parents, subsidiaries and
affiliates and their respective board members, officers, directors, employees, members, partners, agents,
insurers and attorneys (each and "Indemnified Party" and, collectively, the "Indemnified Parties")
for, and holds each of the Indemnified Parties harmless from and against, all actions, causes of action,
claims, damages, liabilities and expenses (including reasonable attorneys' fees) of any nature or kind
(including those by third parties) arising out of, or related to, this Agreement, including all actions,
causes of action, claims, damages, liabilities and expenses arising out of,related to or resulting from any
negligent, willful or wrongful misconduct, knowing misrepresentation or breach of this Agreement by
such party, board members, officers, directors, employees, members, partners, agents, insurers and
attorneys including for the following: (a)Business/Consumer's (i) failure to report required changes, (ii)
transmission of incorrect data to Bank or (iii) failure to maintain compliance with the Rules, (iv)
destruction of original Checks, (v) deposit of an electronic representation of a substitute check into an
TMRDC0002 07/31/2014 7
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
Account instead of an original Check, (vi) deposit of a prohibited check; (b) Bank's (i) provision of the
Remote Deposit Service, (ii) action or inaction in accordance with, or in reliance upon, any instructions
or information received from any person reasonably believed by Bank to be an authorized representative
of Business/Consumer, (c) Business/Consumer's breach of any of Business/Consumer's warranties,
representations and/or obligations under this Agreement or any other agreement between
Business/Consumer and Bank, including, but not limited to, the Deposit Agreement, and the terms of
this paragraph shall survive the termination of this Agreement. and/or (d) Business/Consumer's breach
or violation of any Rules;provided, however, Business/Consumer is not obligated to indemnify Bank for
any damages solely and proximately caused by Bank's gross negligence or willful misconduct. This
paragraph shall not be construed in any way to alter the Business/Consumer's waiver of sovereign
immunity or extend the Business/Consumer's liability beyond the limits established in Section 768.28,
Florida Statutes.
16. Fees and Charges
So long as this Agreement remains in effect, Business/Consumer agrees to pay to Bank the deposit
account service charges established in the Master Banking Services Agreement and it's Exhibits. and
set forth in the Fee Schedule attached to this Agreement and made a part hereof, as Attachment"C". and
all such other fees and charges as may be agreed upon from time to time by Business/Consumer and
Bank.
17. Use of Trademarks.
Business/Consumer may not use Bank's name or trademarks without the express written consent of
Bank. If Business/Consumer is permitted to use any of Bank's name, trademarks or promotional
materials, Business/Consumer will not indicate, directly or indirectly, that Bank endorses, or is
connected in any way with, any of Business/Consumer's goods or services.
18. Financial Information and Audit.
Bank may from time to time request information from Business/Consumer in order to evaluate a
continuation of the Remote Deposit Service to be provided by Bank hereunder and/or adjustment of any
limits set by this Agreement. Business/Consumer agrees to provide the requested financial information
immediately upon request by Bank, in the form required by Bank. Business/Consumer authorizes Bank
to investigate or reinvestigate at any time any information provided by Business/Consumer in
connection with this Agreement or the Remote Deposit Service and to request reports from credit
bureaus and reporting agencies for such purpose. Upon request by Bank and prior written notice,
Business/Consumer hereby authorizes Bank to enter Business/Consumer's business premises during
normal business hours for the purpose of ensuring that Business/Consumer is in compliance with this
Agreement and Business/Consumer specifically authorizes Bank to perform an audit of
Business/Consumer's operational controls, risk management practices, staffing and the need for training
and ongoing support, and information technology infrastructure. Business/Consumer hereby
acknowledges and agrees that Bank shall have the right to mandate specific internal controls at
Business/Consumer's location(s) and Business/Consumer shall comply with any such mandate. In
addition, Business/Consumer hereby agrees to allow Bank to review available reports of independent
audits performed at the Business/Consumer location related to information technology, the Remote
Deposit Service and any associated operational processes. Business/Consumer agrees that if requested
by Bank, Business/Consumer will complete a self-assessment of Business/Consumer's operations,
management, staff, systems, internal controls, training and risk management practices that would
otherwise be reviewed by Bank in an audit of Business/Consumer. If Business/Consumer refuses to
provide the requested financial information, or if Bank concludes, in its sole discretion, that the risk of
TMRDC0002 07/31/2014 8
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc ��
Business/Consumer is unacceptable, or if Business/Consumer refuses to give Bank access to
Business/Consumer's premises, Bank may terminate the Remote Deposit Service according to the
provisions hereof.
19. Confidential Information and Proprietary Right in Data.
All information of a business nature relating to the assets, liabilities or other business affairs disclosed to
Bank by Business/Consumer and Business' Customers in connection with this Agreement is
confidential. Except as allowed by applicable law,Bank shall not disclose or permit access to any such
information by any person, firm or corporation. Bank shall cause its officers, employees and agents to
take such action as shall be reasonably necessary to preserve and protect the confidentiality of such
information,by disclosing such information only to persons needing to have access thereto for the
performance of the Bank's obligations under this Agreement or to any other party to which Bank may be
required by law to report such information. Business/Consumer agrees to hold confidential, and to use
only in connection with the Remote Deposit Service, all information furnished to Business/Consumer by
Bank or by third parties from whom Bank has secured the right to use the Remote Deposit Service,
including,but not limited to, Bank's product and service pricing structure, system design,programming
techniques or other unique techniques. In addition, should Business/Consumer at any time receive or
acquire any information relating to another Business/Consumer of Bank, Business/Consumer shall
promptly return such information to Bank and not reveal such information to any other party and shall
not make use of such information for its own benefit or otherwise. Bank's and Business/Consumer's
obligations and agreements under this paragraph shall not apply to any information supplied that was
known to either party prior to the disclosure by the other, is or becomes generally available to the public
other than by breach of this Agreement or otherwise becomes lawfully available on a non-confidential
basis from a third party who is not under an obligation of confidence to either party. Notwithstanding
anything to the contrary contained herein, it is understood and agreed by the parties hereto that the
performance of the Remote Deposit Service is or might be subject to regulation and examination by
authorized representatives of the Comptroller of the Currency,the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation and/or a State regulatory agency, and
Business/Consumer agrees to the release by Bank of Business/Consumer's reports, information,
assurances and other data and information as may be required under applicable laws and regulations.
Business/Consumer agrees that any specifications or programs developed by Bank in connection with
this Agreement, or supplied or made available to Business/Consumer by Bank, are the exclusive
property of Bank, its agents, suppliers or contractors, and further agrees that such material shall not be
copied or used in any manner or for any purpose without the express written consent of Bank. This
clause shall survive the termination of the Agreement. Confidentially is subject to compliance with
Florida Public Records Act, Chapter 119,Fla. Stat. and the Florida Sunshine Law, Chapter 286,Fla.
Stat..
20. Attorneys' Fees.
In the event of any arbitration or other adversarial proceeding between the parties concerning this
Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs
in addition to any other relief to which it may be entitled by law.
21. Successors.
This Agreement and all the terms and provisions herein shall be binding upon, and shall inure to the
benefit of,the parties hereto and their respective successors and assigns.
22.Assignment.
TMRDC0002 07/31/2014 9
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
No right or interest hereby conferred shall be assignable without the prior written consent of the other
party, and any assignment made without such consent shall be null and void. The Bank may not assign
this Agreement or any part of it to any of Bank's affiliates or to a successor of Bank by merger or
acquisition without providing 60 days' written notice to Business/Consumer. All costs assessed to the
Business/Consumer associated with the merger or acquisition shall be borne by the Bank.
23. No Third Party Beneficiaries.
This Agreement shall not be construed to confer any rights or remedies upon any person not a party to
this Agreement, whether as a third party beneficiary or otherwise, against Business/Consumer or Bank,
their respective successors, assigns and affiliates.
24. Entire Agreement.
The terms of the Deposit Agreement, all other agreements with Bank pertaining to the Accounts and the
Rules, are incorporated by reference and made a part of this Agreement. This Agreement supersedes
any prior agreements between the parties relating to the Remote Deposit Service. The Master Banking
Services Agreement, Contract Number 2014-001 is incorporated herein by reference and shall apply to
this Agreement. In the event of a conflict between the terms of this Agreement and the Master Banking
Services Agreement,the terms of the Master Banking Services Agreement shall take precedence.
25.No Waiver.
No waiver of a breach of any provision of this Agreement shall constitute a waiver of any subsequent breach
of the same or any other provision hereof, and no waiver shall be effective unless made in writing.
26. Governing Law;Venue
This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.
27. Termination
a. This Agreement or any Services being provided hereunder may be terminated by either party at
any time by giving 30 days' prior written notice thereof to the other party. The Bank may
terminate or suspend immediately any Service without notice to you if the Business/Consumer
fails to maintain sufficient Available Funds in the Designated Account for such Service. In
addition, we may terminate this Agreement or terminate or suspend any Service immediately
upon notice to you in the event:
b. The Business/Consumer closes any Account established in connection with the Services;
c. The Business/Consumer breaches a material obligation under this Agreement, the Terms and
Conditions attached hereto or any other agreement with us or any applicable law or Government
Regulation;
d. The Business/Consumer becomes insolvent, are placed in receivership or adjudicated bankrupt or
you become subject to any voluntary or involuntary bankruptcy proceeding or any assignment
for the benefit of your creditors;
e. The Business/Consumer's financial condition has become impaired in our good faith opinion; or
f. Continued provision of Services in accordance with the terms of this Agreement would, in our
good faith opinion, violate federal or state law or would subject us to unacceptable risk of loss.
Upon any such termination the Business/Consumer shall:
g. Promptly pay to the Bank all sums due or to become due under this Agreement;
h. Return immediately to us at Business/Consumer's expense the all Equipment or Systems
provided to you by the Bank, and all related materials, and all copies and reproductions thereof,
TMRDC0002 07/31/2014 10
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
h
w ether written or in magnetic media and whether received from us or otherwise and shall pay
us for any damages to any such materials(ordinary wear and tear excepted); and
i. Have no further right to utilize the Products or Services being provided hereunder.
j. Termination of a Service does not affect your payment obligations for services provided to you
on or before the product or service was terminated. Termination of any Service does not release
you or us from any of our respective obligations which arose or became effective prior to such
termination. All provisions of this Agreement or the Terms and Conditions relating to the
parties' warranties, representations, confidentiality, non-disclosure, proprietary rights, and
limitations of liability or indemnification shall survive the termination of a Service or this
Agreement, as applicable.
28.Annual Review
Business/Consumer authorize First Florida Integrity Bank to retain property of this application, to rely
on foregoing to check and verify credit, to secure follow up credit reports on an annual basis concerning
creditworthiness. We understand that the Bank will deny any application in which the Principal
Owers/Consumer do not meet the Bank's minimum underwriting standards for unsecured loans as set
forth in the Loan Policy, (not for profit excluded). Business understands when warranted Bank may
visit site and/or email information to promote awareness of fraud and to deliver a self administered
assessment of security procedures.
29. Signature
This Agreement has been signed and delivered on the Business/Consumer's behalf by whose name is
printed below. By signing below the signer represents and warrants to that he or she is one of
Business/Consumer's authorized signers and has taken all action required by the Business/Consumer
under the Business/Consumer's governing documents to authorize him/her to sign and deliver the
Agreement along with any other documentation that has been have provided in connection with your
Banking Relationship.
30. Acknowledgement
The Business/Consumer has read and understands the Remote Deposit Agreement along with the
Account Disclosures and Privacy Policy. In addition, Business/Consumer agrees to comply with the
requirements of this Agreement provided to Business/Consumer in connection with the Services. This
Agreement shall be effective when accepted by the Bank whose name appears on the last page of
agreement.
TMRDC0002 07/31/2014 11
Filename:T:TreasuryOperations/RemoteDeposi t/RemoteDepositAgreement.doc
IN WITNESS WHEREOF,the parties have executed this Agreement effective as of the date written below.
Business/Co ume/Name• Board of County Commissioners Utility Water and Sewer
By: 04.,,
Print ame: TOM HENN
Title: CHATRMAN
By:
Print Name:
Title:
Date: 11/18/14
First Fl� 'da Integ�� , B1nk
.r,
By: 1l •' _
-
Printed Name: A'A.JN Q 121-6b 4
Title af- l 'may OPE-KAP 0tdS
Date:
/e-6;6-
App •v=' as ' and legality of
ATTEST '
DWI T E` BRd►C CLERK
Sco R.Teach,Deputy ounty Attorney
Attest a tot;airman's
is'tgnature only.'
TMRDC0002 07/31/2014 12 v
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doe
ATTACHMENT A
HARDWARE LIST FOR BUSINESSES
List of Hardware:
Scanner(s) License. If the Scanner(s) is provided by Bank as part of this Service, Bank hereby grants to
Business a nontransferable non-exclusive license ("License")to use the Scanner(s) listed in this Attachment B
("Scanner(s)")only in connection with the Service provided by Bank. Business accepts the License subject to
the terms and conditions set forth in the following sections.
(i) OWNERSHIP OF SCANNER(S). Business acknowledges the Scanner(s)is and shall at all times remain the
sole and exclusive property of Bank unless scanner is owned by Business and agrees that Business will do
nothing inconsistent with such ownership. Business agrees that nothing in this License shall give Business any
right,title or interest in the Scanner(s) other than the right to use the Scanner(s) in accordance with this License,
and Business agrees that it will not attack the validity of this License.
(ii)USE. Business shall use the Scanner(s) in a careful and proper manner in accordance with the
Documentation and shall comply with and conform to all federal, state, municipal, and other laws, ordinances
and regulations in any way relating to the possession,use or maintenance of the Scanner(s). If at any time
during the term hereof, Bank supplies the Business with labels,plates or other markings, stating that the
Scanner(s) is owned by Bank,the Business shall affix and keep them upon a prominent place on the Scanner(s).
The Business shall limit the use of the Scanners)to the processing of transactions with Bank pursuant to this
Agreement. The Business may not use the Scanner(s)to facilitate processing transactions with any other person
without the prior express written authorization of Bank.
(iii)RECEIPT OF SCANNER(S). Business agrees that Bank will deliver or ship the Scanner(s)to Business at
the address designated by Business in this Agreement. Business acknowledges that delivery or shipment to the
address designated by Business shall be considered receipt of the Scanner(s)by Business.
(iv) INSPECTION. Business shall inspect the Scanner(s)within 24 hours after receipt thereof. Unless
Business, within this period of time, gives written notice to Bank specifying any defect in or other proper
objection to the Scanner(s), Business agrees that it shall be conclusively presumed, as between Bank and
Business, that Business has fully inspected and acknowledged that the Scanner(s) is in good condition and
repair, and that Business is satisfied with and has accepted the Scanner(s) in such good condition and repair.
Bank shall at any and all times during business hours have the right to enter into and upon the premises where
the Scanner(s)may be located for the purpose of inspecting the same or observing its use. Business shall give
Bank immediate notice of any attachment or other judicial process affecting Scanner(s)and shall,whenever
requested by Bank, advise Bank of the exact location of the Scanner(s).
(v) MAINTENANCE. Business shall maintain the Scanner(s)in working order by following the instructions
for proper use,care and cleaning of the Scanner(s)provided to Business. In the event that the Scanner(s)does
not function in accordance with the manufacture's specifications, Bank shall either repair or replace the
Scanner(s)within three (3) business days from the date of receipt of notification from the Business. Bank shall
not repair or replace the Scanner(s) if it is lost or damaged as provided in Section(vi),or because of misuse,
negligence or failure of Business to follow instructions for proper use, care and cleaning of the Scanner(s).
TMRDC0002 07/31/2014 13
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
(vi) LOSS AND DAMAGE. In the event of loss or damage of any kind to the Scanner(s), or any part thereof,
Business shall make a payment to Bank in an amount contained in an invoice submitted by Bank to Business
("Invoice Amount"). Payment shall be due upon receipt of a proper invoice and in compliance with Section
218.70, Fla. Stats., otherwise known as the"Local Government Prompt. Failure to make such payment shall be
a default under Section(xi) of this Attachment B.
(vii) SURRENDER OF SCANNER(S). Within fifteen (15)calendar days of the expiration or earlier
termination of this Agreement, with respect to the Scanner(s), Business shall return the Scanner(s)to Bank in
good repair, condition and working order(ordinary wear and tear resulting from proper use thereof alone
excepted), or Business shall pay Bank the Invoice Amount contained in an invoice submitted to Business upon
termination. If Business fails to return the Scanner(s), or if the Scanner(s) is not in good working order and
repair upon return,or if Business fails to pay the Invoice Amount, such failure shall be a default under Section
(xi)of this Attachment B.
(viii)LOCATION OF SCANNER(S). Without the written permission of Bank, Business will not permit the
Scanner(s)to be removed from the Business's business addresses and Business shall not physically locate the
Scanner(s) outside of the United States.
Business must notify Bank if the scanner(s)moves from the location(s)assigned below:
Scanner#
Physical Location(address,city, state and zip)
Scanner#
Physical Location(address, city, state and zip):
Scanner#
Physical Location(address,city,state and zip):
(ix)PERSONAL PROPERTY. The Scanner(s)is,and shall at all times remain,personal property
notwithstanding that the Scanner(s)or any part thereof may now be,or hereafter become, in any manner affixed
or attached to, or imbedded in, or permanently resting upon,real property or any building thereon, or attached in
any manner to what is permanent as by means of cement, plaster,nails, bolts, screws or otherwise.
(x) ENCUMBRANCES. Business shall not do any act that will in any way encumber the title of Bank in and to
the Scanner(s). In the event the Scanner(s)becomes the subject of any lien or encumbrance through the action
of Business, Business shall indemnify and hold harmless Bank from all costs, losses or expenses with respect
thereto, and Business shall immediately pay any such lien and obtain a release thereof.
(xi)DEFAULT. If Business fails to pay any amount,in accordance with Section 218.70,Fla. Stats., otherwise
known as the"Local Government Prompt,Bank shall have the right to take possession of the Scanner(s),
without demand or notice, wherever same may be located, without any court order or other process of law.
Business hereby waives any and all damages occasioned by such taking of possession. Any such taking of
possession shall constitute a termination of this Agreement. The Bank may also debit the Business's Account
or Settlement Reserve for amounts due and payable to Bank.
TMRDC0002 07/31/2014 14
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
ATTACHMENT B
BUSINESS COMPUTER REQUIREMENTS
adz `._ �r
I i c�., � rr eEt t ,es. T f ,-=•i- E
Version/Edition All except Starter Enterprise, Update 1 Apple(Phone(all models)
OS 3.1
or Home Basic Professional,
or Ultimate Internet Explorer 11
32 bit version only Editions
Internet Explorer 32 bit Android-based
8 or 9 version only All models with an 2+Mp
auto-focus camera OS
Internet 2.1.1
Explorer 8,
9,10,11
Updates All current critical Windows updates
Processor 2.4 GigaHertz 2.4 2.4 Giga Hertz(GHz)or
(GHz)or greater GigaHertz greater
(GHz)or
greater
RAM 1 Gigabyte or 2 Gigabytes 2 Gigabytes or greater
greater or greater
Hard Drive 1.5 Gigabytes or greater available
Space
USB Port Direct USB 2.0 port(hubs,powered or not,are not supported)
USB Cable A 6 foot USB 2.0 Hi-speed cable(included with scanner)
Power Cable A power cable(included with scanner)
Internet High-speed Internet connection Internet connection
UPS Uninterruptable Power Supply(UPS)system is
recommended
TMRDC0002 07/31/2014 15
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc U
ATTACHMENT C
REMOTE DEPOSIT SCHEDULE OF FEES
Hardware
Business agrees to use a certified scanner, as described in the Master Banking Services Agreement and it's
Exhibits, from First Florida Integrity Bank if it should not already own one. The Consumer is responsible to
use a certified twain flatbed scanner and/or mobile device independently purchased prior to setup.
_Digital Check Scanner with Inkjet Endorser—Single Feed$
Digital Check Scanner with Inkjet Endorser—Multiple Feed$
Single Payment_ 12 month payment at$ Effective Date:
_Business/Consumer currently owns scanner equipment
Digital Check warrants its products to be free from defects in material and workmanship for one year from the
date of purchase by the Bank. Digital Check has an Express Warranty Replacement Program Simply contact
Digital Checks Reseller's Help Desk and they will overnight a scanner to you. Cost of Express Warranty
Replacement Program: 12 months $70.00 24 months$140.00 36 months $220.00
Other Fees
Monthly Maintenance—No Charge
Per item fee—No Charge
Note: Collier County does not maintain a secue Internet site as it is public
site.
Account number for scanner payment: N/A
TMRDC0002 07/31/2014 16
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
CD
ATTACHMENT D
PROCESSING REQUIREMENTS
1. The total dollar amount per day transmitted by Business/Consumer shall not exceed$
2. Cut-off Time 7:00 PM on a business day we are open*.
*Holiday Calendar
First Florida Integrity Bank will be closed on the following standard holidays observed by the Federal Reserve
Bank. First Florida Integrity Bank will not accept files for processing on the following days, as well as all
Saturdays and Sundays. Likewise, entries should not be effective dated for these days.
New Year's Day (January 1)
Martin Luther King's Birthday (Third Monday in January)
Presidents Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Columbus Day (Second Monday in October)
Veterans Day (November 11)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)
Note: If January 1, July 4, November 11, or December 25 fall on a Sunday, the next following Monday is a
standard Federal Reserve Bank holiday.
TMRDC0002 07/31/2014 17 �Q
Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc
I
I
Bank Use Only CIF#
yllk
First Florida
,- A: ;„ Integrity Bank
-Golden ikV" i
ACH Agreement
This agreement is made this the 18th day of November, 2014 between First Florida Integrity Bank
("Bank")and Collier County Board of Commissioners(the"Customer")collectively the"Parties".
Customer wishes to initiate credit and/or debit Entries through the Bank to accounts maintained at Bank and in
other depository financial institutions by means of the Automated Clearing House Network ("ACH") pursuant to
the terms of this Agreement and the rules of the National Automated Clearing House Association ("NACHA")and
Bank's operating rules and procedures for electronic entries, including any exhibits or appendices thereto now in
effect, or as may be amended from time to time, (the "Rules"), and Bank is willing to act as an Originating
Depository Financial Institution ("ODFI") with respect to such Entries. This Agreement sets forth the terms and
conditions pursuant to which Bank will provide to Customer the ACH Services outlined herein ("Services").
Customer hereby requests Bank to provide the Service described in this Agreement. By executing this Agreement
and/or using the Services described in this Agreement,Customer accepts and agrees to all terms, conditions, and
provisions of this Agreement and agrees that this Agreement sets forth the terms and conditions pursuant to
which Bank will provide to Customer the Service outlined herein. To the extent that Customer transmits Entries via
the Internet, Customer must execute the Internet Banking System agreement which is hereby incorporated by
reference and made a part hereof. In the event of inconsistency between a provision of this Agreement, the
Uniform Commercial Code ("UCC"),the Internet Banking System agreement, and/or the Master Banking Services
Agreement,the provisions of the Master Banking Services Agreement shall prevail.Terms not otherwise defined
in this Agreement or the Master Banking Services Agreement shall have the meaning ascribed to those terms in
the Rules. The term "Entry" shall have the meaning provided in the Rules and shall also mean the data received
from Customer hereunder from which Bank initiates each Entry.
Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged,Bank and Customer,intending to be legally bound,do
hereby agree as follows:
AGREEMENT
1. COMPLIANCE WITH RULES AND LAWS. Customer acknowledges it has a copy or has access to a copy of
the Rules. The Rules may also be purchased online at www.nacha.org under the publications tab. Customer
agrees to comply with and be subject to the Rules of NACHA in existence at the date of this Agreement, and any
amendments to these Rules made from time to time. It shall be the responsibility of the Customer that the
origination of ACH transactions complies with U.S. law, including but is not limited to sanctions enforced by the
Office of Foreign Assets Control ("OFAC"). It shall further be the responsibility of the Customer to obtain
information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC
Compliance Hotline at 800-540-OFAC or from the OFAC's home page site at www.ustreas.aov/ofac.) Customer
agrees that the performance of any action by Bank to debit or credit an account or transfer funds otherwise
required by the Rules is excused from the performance of such action to the extent that the action is inconsistent
with United States law, including the obligations of the Bank under OFAC or any program administered by the
United States Department of the Treasury's Financial Crimes Enforcement Network("FinCEN"). Customer agrees
generally and warrants to Bank that all actions by Customer contemplated by this Agreement, including the
preparation, transmittal, and settlement of Entries, if any, and payment orders, shall comply in all material
respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries,
1 including without limitation all such regulations,guidelines,and commentaries issued by the Board of Governors of
the Federal Reserve and the Federal Financial Institutions Examination Council ("FFIEC"). Bank will charge the
Customer with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as a result
of non-compliance by the Customer and the Customer agrees to fully reimburse and/or indemnify Bank for such
charges or fines. The specific duties of the Customer provided in the following paragraphs of this Agreement in no
way limit the foregoing undertaking. The duties of the Customer set forth in the following paragraphs of this
Agreement in no way limit the requirement of complying with the Rules.
2. DESIGNATION OF ADMINISTRATOR. In order to originate ACH Entries,Customer must designate at least
one Administrator.Administrator(s)shall be responsible for designating"Users"who Customer authorizes to issue
Entries on its behalf. For the purposes of this Agreement,the term User shall also include the Administrator. The
Bank shall be entitled to rely on the designations made by the Customer's Administrator(s) and shall not be
responsible for matching the names of the company Users designated by the Administrator(s)to names or titles
listed in Customer's banking resolutions. Customer agrees that any such online Entries shall comply with Bank's
Security Procedures,which are subject to change with five business days by written notice to Customer. Although
Bank is only required to act upon the instructions of the User(s),the Bank may,in its sole discretion,execute debit
or credit Entries initiated by any individuals authorized by Customer to sign checks on Customer accounts. The
signature cards ebtablishing the authorized signatories for Customer deposit accounts are hereby incorporated by
reference and made a part hereof.
3. TRANSMISSION OF ENTRIES BY CUSTOMER.User(s)shall initiate the debit or credit Entries in Schedule A
hereunder on behalf of and selected by Customer. Bank shall be entitled to deem any person having knowledge of
any Security Procedure,defined below in Section 8 of this Agreement and required to initiate Entries under this
Agreement,to be a User.User(s)shall transmit Entries to Bank in computer readable form in compliance with the
formatting and other requirements set forth In the NACHA file specifications or as otherwise specified by Bank.
Entries shall be transmitted to Bank no later than the time and the number of days prior to the Effective Entry Date
specified in the Processing Schedule attached hereto and made a part hereof as Schedule B. For the purposes of
this Agreement, "Business Day" means Monday through Friday, excluding federal holidays and the "Settlement
Date"with respect to any Entry shall be the Business Day when such Entry is debited or credited in accordance
with instructions of the Customer. A federal holiday calendar is attached as Schedule F. Entries received after the
cut off time shall be deemed to have been received on the next Business Day.The total dollar amount of Entries
transmitted by Customer to Bank on any one Business Day shall not exceed the lesser of the amount of collected
funds in Customer's account or the ACH Processing Limit set forth in Schedule D to this Agreement.
"Entry Settlement Umit"means the maximum aggregate amount of In-Process Entries permitted to be outstanding
at any time,which amount shall be separately communicated to Customer by Bank in writing from time to time.
"In-Process Entries" means the aggregate dollar amount of all credit or debit Entries initiated by Customer and in
process on any date for which settlement has not occurred with respect to credit Entries,or the applicable period
for the return of items has not expired with respect to debit Entries.
"Overlimit Entry"means an Entry the amount of which would cause the aggregate amount of In-Process Entries to
exceed the Entry Settlement Umit. Customer agrees that Bank will not process an Overlimit Entry. Bank will
suspend any Overlimit Entry submitted by Customer and may,following its receipt of an Overlimit Entry;suspend
all In-Process Entries. Customer acknowledges that any Overlimit Entry or other In-Process Entries suspended by
Bank will not settle on their scheduled Settlement Date. If Customer wishes to initiate an Entry that would cause
the amount of In-Process Entries to exceed the Entry Settlement Umit,Customer may submit to Bank its request to
initiate an Entry that otherwise would be an Overlimit Entry. Customer must submit its request at least two(2)
banking days prior to the date on which Customer wishes to initiate the Entry that otherwise would be an
Overlimit Entry. Bank may require from Customer financial or other information in connection with Bank's
consideration of the request. Bank may grant or deny Customer's request at its sole discretion. In addition to the
foregoing, Bank generally reserves the right to limit the nature and amount of the preauthorized debit/credit
Entries processed under this Agreement or to refuse to process any debit/credit Entries under this Agreement if,In
Bank's sole judgment(i)there is reasonable cause to believe that any Entry will be returned or will not settle in the
ordinary course of the transaction for any reason,(ii)to do otherwise would violate any limit set by the applicable
clearing house association or any governmental authority or agency to control payment system risk, or (iii) a
preauthorized credit Entry or the return of a preauthorized debit Entry would create an overdraft of Customer's
Accounts. If any of the foregoing actions are taken by Bank with respect to a particular preauthorized debit/credit
Entry, Bank will notify Customer immediately. Customer may not reinitiate entries except as prescribed by the
Rules.
4. THIRD PARTY SERVICE PROVIDERS. Customer may be using special equipment, services or software
provided by a third party to assist it in processing Files hereunder("Service Provider"). Customer agrees not to use
a Service Provider to transmit files to Bank without first entering into Bank's Third Party Service Provider
Agreement. If Customer uses Service Provider to transmit Files to Bank and Customer and Service Provider have
not entered into a Third Party Service Provider Agreement,Customer(a)agrees that Service Provider is acting as
Customer's agent in the delivery of Files to Bank,and(b)agrees to assume full responsibility and liability for any
failure of Service Provider to comply with the laws of the United States,the Rules and this Agreement. Bank will
June 2014 Filename:T/Treawryoperatlons/ACHAgreement 2
not be liable for any losses or additional costs incurred by Customer as a result of any error by Service Provider or a
malfunction of equipment provided by Service Provider. Customer is solely responsible for maintaining
compliance with the requirements of Service Provider, including obtaining any software updates. Bank's sole
responsibility shall be to transmit Bank approved transactions to the ACH Operator and Bank shall not have any
responsibility for any File handled by Service Provider until that point in time when Bank accepts and approves a
File from such Service Provider for processing. If Bank authorizes Customer to use a Service Provider, the terms
and conditions governing the relationship between Customer and the Service Provider shall be governed by a
separate agreement between Customer and Service Provider("Service Provider Agreement"). All of Customer's
obligations and responsibilities under this Agreement will apply to the Service Provider, and Customer's separate
agreement with the Service Provider must so provide. At Bank's request,Customer will provide to Bank a true and
exact copy of such agreement. Customer shall designate the Service Provider as a User and the Service Provider
must also enter into a Service Provider Agreement before the Service Provider sends Files to Bank.
Notwithstanding the foregoing, Customer hereby authorizes Bank to accept any File submitted by the Service
Provider even if the Service Provider has not been designated as a User or if the Third Party Service Provider has
not executed the Service Provider agreement. Customer hereby indemnifies and holds Bank harmless for any
losses, damages, fines, assessments, costs and expenses incurred or suffered by Bank or any other person as a
result of or arising from Customer's use of Service Provider, including fines or assessments incurred under or
pursuant to the Rules and reasonable attorneys'fees as prescribed by law. Indemnification by Customer is
subject to the limitations of Chapter 768.28,Fla. Stats.
5. SECURITY PROCEDURES.
(a) The Customer shall comply with the "Security Procedures" described in Schedule C attached
hereto and made a part hereof, and Customer acknowledges and agrees that the Security Procedures, including
(without limitation) any code, password, personal identification number, user identification technology, token,
certificate, or other element, means, or method of authentication or identification used in connection with a
Security Procedure("Security Devices")used in connection therewith,constitute commercially reasonable security
procedures under applicable law for the initiation of ACH entries. Customer authorizes Bank to follow any and all
instructions entered and transactions initiated using applicable Security Procedures unless and until Customer has
notified Bank, according to notification procedures prescribed by Bank, that the Security Procedures or any
Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) and
until Bank has had a reasonable opportunity to act upon such notice. Customer agrees that the initiation of a
transaction using applicable Security Procedures constitutes sufficient authorization for Bank to execute such
transaction notwithstanding any particular signature requirements identified on any signature card or other
documents relating to Customer's deposit account maintained with Bank, and Customer agrees and intends that
the submission of transaction orders and instructions using the Security Procedures shall be considered the same
as Customer's written signature in authorizing Bank to execute such transaction. Customer acknowledges and
agrees that Customer shall be bound by any and all Entries initiated through the use of such Security Procedures,
whether authorized or unauthorized,and by any and all transactions and activity otherwise initiated by User(s),to
the fullest extent allowed by law. Customer further acknowledges and agrees that the Security Procedures are not
designed to detect error in the transmission or content of communications or Entries initiated by Customer and
that Customer bears the sole responsibility for detecting and preventing such error.
(b) Customer agrees to keep all Security Procedures and Security Devices protected, secure, and
strictly confidential and to provide or make available the same only to User(s). Customer agrees to instruct each
User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Bank shall
distribute Security Devices to the Administrator and Bank shall otherwise communicate with the Administrator
regarding Security Procedures. Customer's Administrator shall have responsibility to distribute Security Devices to
User(s)and to ensure the proper implementation and use of the Security Procedures by User(s). Where Customer
has the ability to change or modify a Security Device from time to time(e.g.,a password or PIN),Customer agrees
to change Security Devices frequently in order to ensure the security of the Security Device. Customer agrees to
notify Bank immediately, according to notification procedures prescribed by Bank, if Customer believes that any
Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons
other than User(s)or if Customer believes that any ACH transaction or activity is unauthorized or in error. In the
event of any actual or threatened breach of security,Bank may issue Customer a new Security Device or establish
new Security Procedures as soon as reasonably practicable, but Bank shall not be liable to Customer or any third
party for any delay in taking such actions.
June 2014 Filename:T/TreasuryOperations/ACHAgreernent 3 .
(c) Customer agrees to notify Bank immediately, according to notification procedures prescribed by
Bank, if the authority of any Administrator(s) shall change or be revoked. Customer shall recover and return to
Bank any Security Devices in the possession of any User(s)whose authority to have the Security Device has been
revoked.
(d) Bank reserves the right to modify, amend, supplement, or cancel any or all Security Procedures,
and/or to cancel or replace any Security Device,at any time and from time to time in Bank's discretion. Bank will
endeavor to give Customer a thirty(30)day notice in writing of any change in Security Procedures; provided that
Bank may make any change in Security Procedures without advance notice to Customer if Bank, in its judgment and
discretion, believes such change to be necessary or desirable to protect the security of Bank's systems and assets.
Customer's implementation and use of any changed Security Procedures after any change in Security Procedures shall
constitute Customer's agreement to the change and Customer's agreement that the applicable Security Procedures,as
changed,are commercially reasonable and adequate for the purposes intended.
6. PHYSICAL AND ELECTRONIC SECURITY.
(a) Customer is solely responsible for providing for and maintaining the physical, electronic,
procedural, administrative, and technical security of data and systems in Customer's possession or under
Customer's control. Bank is not responsible for any computer viruses (including, without limitation, programs
commonly referred to as"malware," "keystroke loggers," and/or"spyware"), problems or malfunctions resulting
from any computer viruses, or any related problems that may be associated with the use of an online system or
any ACH Origination services. Any material downloaded or otherwise obtained is obtained at Customer's own
discretion and risk, and Bank is not responsible for any damage to Customer's computer or operating systems or
for loss of data that results from the download of any such material, whether due to any computer virus or
otherwise. Customer is solely responsible for maintaining and applying anti-virus software, security patches,
firewalls,and other security measures with respect to Customer's operating systems,and for protecting,securing,
and backing up any data and information stored in or on Customer's operating systems. Bank is not responsible
for any errors or failures resulting from defects In or malfunctions of any software installed on Customer's
operating systems or accessed through an Internet connection.
(b) Customer acknowledges and agrees that it is Customer's responsibility to protect itself and to be
vigilant against e-mail fraud and other internet frauds and schemes(including,without limitation,fraud commonly
referred to as"phishing" and"pharming"). Customer agrees to educate User(s),agents,and employees as to the
risks of such fraud and to train such persons to avoid such risks. Customer acknowledges that Bank will never
contact Customer by e-mail in order to ask for or to verify Account numbers,Security Devices, or any sensitive or
confidential information. In the event Customer receives an e-mail or other electronic communication that
Customer believes,or has reason to believe, is fraudulent,Customer agrees that neither Customer nor its User(s),
agents,and employees shall respond to the e-mail,provide any information to the e-mail sender,click on any links
in the e-mail, or otherwise comply with any instructions in the e-mail. Customer agrees that Bank is not
responsible for any losses, injuries,or harm incurred by Customer as a result of any electronic,e-mail,or Internet
fraud.
(c) In the event of a breach of the Security Procedure,Customer agrees to assist Bank in determining
the manner and source of the breach. Such assistance shall be coordinated and agreed by Customer and Bank and
shall include, but shall not be limited to, providing Bank or Bank's agent access to Customer's hard drive,storage
media and devices,systems and any other equipment or device that was used in breach of the Security Procedure.
Customer further agrees to provide to Bank any analysis of such equipment, device, or software or any report of
such analysis performed by Customer, Customer's agents, law enforcement agencies, or any other third party.
Failure of Customer to assist Bank shall be an admission by Customer that the breach of the Security Procedure
was caused by a person who obtained access to transmitting facilities of Customer or who obtained information
facilitating the breach of the Security Procedure from Customer and not from a source controlled by Bank.
7. CREDIT AND DEBIT ENTRIES; RECORDS RETENTION. Customer shall obtain an authorization
("Authorization Agreement")as required by the Rules from the person or entity whose account will be debited or
credited as the result of a debit or credit Entry initiated by Customer and Customer shall retain the Authorization
Agreement in original form while it is in effect and the original or a copy of each authorization for two (2)years
after termination or revocation of such authorization as stated in the Rules. Upon request,Customer shall furnish
the original or a copy of the authorization to any affected Participating Depository Financial Institution,as defined
in the Rules.
June 2014 Filename:T/Treasuryoperatlons/ACHAgreement 4
The following table shows the proper SEC Codes to use depending on how you obtained the authorization to
debit/credit an individual or company's account:
SEC Code Debit/Credit Authorization Method
PPD Debit or Credit Document signed by individual or similarly
authenticated
CCD,CTX Debit or Credit Document signed or verbal agreement by
Customer*
* All transactions from a business account must be CCD or CTX. Please see the CCD and CTX definition in Schedule A or
refer to the NACHA Rules for a detailed explanation.
8. RECORDING AND USE OF COMMUNICATIONS. Customer and Bank agree that all telephone
conversations or data transmissions between them or their agents made in connection with this Agreement may
be electronically recorded and retained by either party by use of any reasonable means. Bank shall not be
obligated to make such recordings, except those required by Florida Statutes Chapter 119 as it relates to
Contractors and services provided to public agencies.
9. PROCESSING, TRANSMITTAL, AND SETTLEMENT BY BANK. Except as otherwise provided for in this
Agreement and if Bank elects to accept Entries,Bank shall:
(a) (i)use commercially reasonable efforts to comply with the instructions of Customer, (ii) process
Entries received from Customer to conform with the file specifications set forth in the Rules, (lii) transmit such
Entries as an ODFI to the "ACH" processor selected by Bank, (iv)settle for such Entries as provided in the Rules,
and(v) in the case of a credit Entry received for credit to an account with Bank("On-Us Entry"), Bank shall credit
the Receiver's account in the amount of such credit Entry on the Effective Entry Date contained in such credit Entry
provided such credit Entry is received by Bank at the time and in the form prescribed by Bank in Section 3.
(b) transmit such Entries to the ACH processor by the deposit deadline of the ACH processor,
provided: (i) such Entries are completely received by Bank's cut-off time at the location specified by Bank to
Customer from time to time; (ii)the Effective Entry Date satisfies the criteria provided by Bank to Customer;and
(iii) the ACH processor is open for business on such Business Day. Customer agrees that the ACH processor
selected by Bank shall be considered to have been selected by and designated by Customer. The Customer will
receive immediately available funds for any electronic debit entry initiated by it on the Settlement Date applicable
thereto.
10. SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES.Customer agrees to settle for all credit
Entries issued by Customer, User(s),or credit Entries otherwise made effective against Customer. Customer shall
make settlement at such time on the date of transmittal by Bank of such credit Entries as Bank,in its discretion,
may determine, and the amount of each On-Us Entry at such time on the Effective Date of such credit Entry as
Bank, in its discretion, may determine. Customer shall settle with Bank for the amount of each debit Entry
returned by a Receiving Depository Bank("RDFI")or debit Entry dishonored by Bank. Settlement shall be made by
Customer to Bank in any manner specified by Bank. Notwithstanding the foregoing, Bank is hereby authorized to
charge the account(s) ("Authorized Account(s)") designated on the Treasury Operations Implementation
Application,as settlement for credit Entries issued by Customer or returned or dishonored debit Entries. If Bank
requires pre-funding, Customer shall maintain sufficient collected funds in the Authorized Account(s)to settle for
the credit Entries at the time the credit Entries are issued by Customer.In the event the Authorized Account or any
other Customer bank account does not have collected funds sufficient on the Settlement Date to cover the total
amount of all Entries to be paid on such Settlement Date,Bank may take any of the following actions:
(a) Refuse to process all Entries, in which event Bank shall return the data relating to such credit Entries
to Customer,whereupon Bank shall have no liability to Customer or to any third party as a result thereof;or
(b) Process that portion of the credit Entries as Customer has sufficient available funds in the Authorized
Account to cover, in whatever order Bank in its sole discretion shall elect to process, in which event Bank shall
return the data relating to such credit Entries as are not processed to Customer,whereupon Bank shall have no
liability to Customer or any third party as a result thereof;or
June 2014 Filename:T/TreasuryOperations/ACHAgreement 5 LQ
(c) Process all credit Entries. In the event Bank elects to process credit Entries initiated by Customer and
Customer has not maintained sufficient available funds in the Authorized Account with Bank to cover them, the
total amount of the insufficiency advanced by Bank on behalf of Customer shall be immediately due and payable
by Customer to Bank without any further demand from Bank. If Bank elects to pay Customer's account in the
overdraft on any one or more occasions,it shall not be considered a waiver of Bank's rights to refuse to do so at
any other time nor shall it be an agreement by Bank to pay other items in the overdraft.
11. ON-US ENTRIES. Except as provided in Section 13, Rejection of Entries,or in the case of an Entry received
for credit to an account maintained with Bank(an "On-Us Entry"),the Bank shall credit the Receiver's account in
the amount of such Entry on the Effective Entry Date contained in such Entry,provided the requirements set forth
in Section 9(b)(i), (ii),and(iii)are met. If any of those requirements are not met,the Bank shall use reasonable
efforts to credit the Receiver's account in the amount of such Entry no later than the next Business Day following
such Effective Entry Date.
12. RESERVES. From time to time, Bank shall evaluate Customer's transaction activity for the purpose of
establishing averages for transaction frequency,amount,returns and adjustments. These evaluations will occur at
least annually and may occur more frequently at Bank's discretion.
13. REJECTION OF ENTRIES. Bank will notify Customer of the rejection of an Entry. Bank shall have no
liability to Customer for rejection of an Entry and shall not be liable to pay interest to Customer even if the amount
of Customer's payment order is fully covered by a withdrawable credit balance in an Authorized Account of
Customer or the Bank has otherwise received full payment from Customer.
14. CANCELLATION OR AMENDMENT BY CUSTOMER. Bank may accept in writing a cancellation or
amendment by Customer. If Bank accepts a cancellation or amendment of an Entry,Customer must comply with
the Security Procedures provided in Section 7 of this Agreement. If such a request is received by the Bank before
the affected Entry has been transmitted to the ACH (or, in the case of an On-Us Entry, before the Receiver's
account has been credited or debited), the Bank will use reasonable efforts to cancel or amend the Entry as
requested,but the Bank shall have no liability if the cancellation or amendment is not effected. If Bank accepts a
cancellation or amendment of an Entry, Customer hereby agrees to indemnify, defend all claims and hold Bank
harmless from any loss,damages,or expenses, including but not limited to reasonable attorney's fees prescribed
by law,incurred by Bank as the result of its acceptance of the cancellation or amendment. Indemnification by
Customer is subject to the limitations of Chapter 768.28, Fla. Stats.
15. REVERSALS OF ENTRIES.
(a) General Procedure.Upon proper and timely request by the Customer,the Bank will use reasonable efforts
to effect a reversal of an Entry or File. To be "proper and timely," the request must (i) be made within five (5)
Business Days of the Effective Entry Date for the Entry or File to be reversed; (ii) be made immediately, not to
exceed ten(10)hours,upon discovery of the error;and comply with all of the Rules. In addition, if the Customer
requests reversal of a Debit Entry or Debit File,it shall concurrently deposit into the Customer Account an amount
equal to that Entry or File. The Customer shall notify the Receiver of any reversing Entry initiated to correct any
Entry it has initiated in error. The notification to the Receiver must include the reason for the reversal and be
made no later than the Settlement Date of the reversing Entry.
(b) No Liability: Reimbursement to the Bank. Under no circumstances shall the Bank be liable for interest or
related losses if the requested reversal of an Entry is not effected.The Customer shall reimburse the Bank for any
expenses,losses or damages it incurs in effecting or attempting to effect the Customer's request for reversal of an
Entry.
16. ERROR DETECTION. Bank has no obligation to discover and shall not be liable to Customer for errors
made by Customer,including but not limited to errors made in identifying the Receiver,or an Intermediary or RDFI
or for errors in the amount of an Entry or for errors in Settlement Dates. Bank shall likewise have no duty to
discover and shall not be liable for duplicate Entries issued by Customer. Notwithstanding the foregoing, if the
Customer discovers that any Entry it has initiated was in error,it shall notify the Bank of such error. If such notice
is received no later than four(4)hours prior to the ACH receiving deadline,the Bank will utilize reasonable efforts
to initiate an adjusting Entry or stop payment of any On-Us" credit Entry within the time limits provided by the
Rules. In the event that Customer makes an error or issues a duplicate Entry,Customer shall indemnify,defend all
claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to reasonable
attorney's fees prescribed by law, incurred by Bank as result of the error or issuance of duplicate Entries.
Indemnification by Customer is subject to the limitations of Chapter 768.28,Fla. Stats.
June 2014 Filename_T/TreasuryOperations/ACHAgreement 6
17. PROHIBITED TRANSACTIONS. Customer agrees not to use or attempt to use the Services(a)to engage in
any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or
agreement by which Customer is bound, (c)to engage in any Internet or online gambling transaction,whether or
not gambling is legal in any applicable jurisdiction, or (d) to engage in any transaction or activity that is not
specifically authorized and permitted by this Agreement. Customer acknowledges and agrees that Bank has no
obligation to monitor Customer's use of the Services for transactions and activity that is impermissible or
prohibited under the terms of this Agreement; provided, however, that Bank reserves the right to decline to
execute any transaction or activity that Bank believes violates the terms of this Agreement.
18. PRENOTIFICATION. Customer,at its option,may send prenotification that it intends to initiate an Entry or
Entries to a particular account within the time limits prescribed for such notice in the Rules. Such notice shall be
provided to the Bank in the format and on the medium provided in the media format section of such Rules. If
Customer receives notice that such prenotification has been rejected by an RDFI within the prescribed period,or
that an RDFI will not receive Entries without having first received a copy of the Authorization signed by its
customer,Customer will not initiate any corresponding Entries to such accounts until the cause for rejection has
been corrected or until providing the RDFI with such authorization within the time limits provided by the Rules.
19. NOTICE OF RETURNED ENTRIES AND NOTIFICATIONS OF CHANGE. Bank shall notify Customer by e-mail,
facsimile transmission, US mail,or other means of the receipt of a returned Entry from the ACH Operator. Except
for an Entry retransmitted by Customer in accordance with the requirements of Section 3, Bank shall have no
obligation to retransmit a returned Entry to the ACH Operator if Bank complied with the terms of this Agreement
with respect to the original Entry. Customer shall notify the Receiver by phone or electronic transmission of
receipt of each return Entry no later than one Business Day after the Business Day of receiving such notification
from Bank. Bank shall provide Customer all information,as required by the Rules,with respect to each Notification
of Change("NOC')Entry or Corrected Notification of Change("Corrected NOC")Entry received by Bank relating to
Entries transmitted by Customer. Bank must provide such information to Customer within two(2)banking days of
the Settlement Date of each NOC or Corrected NOC Entry. Customer shall ensure that changes requested by the
NOC or Corrected NOC are made within six(6) banking days of Customer's receipt of the NOC information from
Bank or prior to initiating another Entry to the Receiver's account,whichever is later.
20. ACCOUNT RECONCIUATION. The Customer agrees to notify the Bank promptly of any discrepancy
between the Customer's records and the information shown on any periodic statement. If the Customer fails to
notify the Bank within thirty (30)calendar days of receipt of a periodic statement containing such information;the
Customer agrees that the Bank shall not be liable for any other losses resulting from the Customer's failure to give
such notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic
statement.
21. PROVISIONAL SETTLEMENT. Customer shall be bound by and comply with the Rules as in effect from
time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the
Receiver provisional until receipt by the RDFI of final settlement for such Entry;and Customer acknowledges that it
has received notice of that Rule and or the fact that,if such settlement is not received,the RDFI shall be entitled to
a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver
the amount of the Entry.
22. CUSTOMER REPRESENTATIONS AND WARRANTIES; INDEMNITY. With respect to each and every Entry
transmitted by Customer, Customer represents and warrants to Bank and agrees that (a) each person or entity
shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and
the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry,(b)such
authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein,(c)Entries
transmitted to Bank by Customer are limited to those types of credit and debit Entries set forth in Schedule A,(d)
Customer shall perform its obligations under this Agreement in accordance with all applicable laws, regulations,
and orders, including, but not limited to,the sanctions laws, regulations, and orders administered by OFAC;laws,
regulations,and orders administered FinCEN;and any state laws,regulations,or orders applicable to the providers
of ACH payment services,and(e)Customer shall be bound by and comply with the provision of the Rules(among
other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by
the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the
rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be
entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the
Receiver the amount of the Entry. The Customer shall defend, indemnify, and hold harmless the Bank, and its
`;
June 2014 Filename:T/TreasuryOperations/ACHAgreement 7
officers, directors, agents,and employees,from and against any and all actions,costs,claims,losses,damages,or
expenses, including attorney's fees and expenses, resulting from or arising out of(aa)any breach of any of the
agreements, representations or warranties of the Customer contained in this Agreement; or (bb) any act or
omission of the Customer or any other person acting on the Customer's behalf. Indemnification by Customer
is subject to the limitations of Chapter 768.28,Fla. Stats.
23. ADDITIONAL CUSTOMER WARRANTIES FOR SELECTED STANDARD ENTRY CLASSES. NACHA,in its role of
ensuring the safety,security, and viability of the ACH network, has determined that certain single-use or limited-
use consumer authorizations have the potential to increase risk in the ACH system and compromise system
effectiveness by increasing the incidence of returned Entries.Therefore,to qualify as an Originator of such Entries,
Customer hereby warrants to Bank that for each such ACH Entry submitted for processing,Customer has obtained
all authorizations from the Receiver as required by the Rules, by Regulation E or other applicable law, and this
Agreement. Customer indemnifies and holds Bank harmless from any liability arising out of Customer's breach of
these warranties. Indemnification by Customer is subject to the limitations of Chapter 768.28, Fla.
Stats.
24. LIMITATION OF LIABILITY.
(a) IN THE PERFORMANCE OF THE SERVICES REQUIRED BY THIS AGREEMENT, BANK SHALL BE ENTITLED TO
RELY SOLELY ON THE INFORMATION,REPRESENTATIONS,AND WARRANTIES PROVIDED BY CUSTOMER PURSUANT
TO THIS AGREEMENT,AND SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS THEREOF. BANK
SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE SERVICES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
AND SHALL BE LIABLE ONLY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING THOSE
SERVICES. BANK SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S ACTS OR OMISSIONS (INCLUDING, WITHOUT
LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY
RECEIVED FROM CUSTOMER) OR THOSE OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY
FEDERAL RESERVE BANK,ACH OPERATOR OR TRANSMISSION OR COMMUNICATIONS FACILITY,ANY RECEIVER OR
RDFI(INCLUDING,WITHOUT LIMITATION,THE RETURN OF ANY ENTRY BY SUCH RECEIVER OR RDFI),AND NO SUCH
PERSON SHALL BE DEEMED BANK'S AGENT. CUSTOMER AGREES TO INDEMNIFY BANK AGAINST ANY LOSS,
LIABILITY OR EXPENSE (INCLUDING ATTORNEYS' FEES AND COSTS) RESULTING FROM OR ARISING OUT OF ANY
CLAIM OF ANY PERSON THAT THE BANK IS RESPONSIBLE FOR ANY ACT OR OMISSION OF CUSTOMER OR ANY
OTHER PERSON DESCRIBED IN THIS SECTION 24(a). Indemnification by Customer is subject to the
limitations of Chapter 768.28,Fla. Stats.
(b) BANK SHALL BE LIABLE FOR CUSTOMER'S ACTUAL DAMAGES DUE TO CLAIMS ARISING SOLELY FROM
BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; IN NO EVENT SHALL BANK BE LIABLE FOR ANY
CONSEQUENTIAL,SPECIAL,INCIDENTAL,PUNITIVE OR INDIRECT LOSS OR DAMAGE WHICH CUSTOMER MAY INCUR
OR SUFFER IN CONNECTION WITH THIS AGREEMENT,WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS
KNOWN OR CONTEMPLATED BY THE BANK AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY
WHICH CUSTOMER MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT
WRONGFUL DISHONOR RESULTING FROM BANK'S ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, BANK SHALL BE EXCUSED FROM
FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT,
INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY
CONDITIONS OR OTHER CIRCUMSTANCES BEYOND BANK'S CONTROL. IN ADDITION, BANK SHALL BE EXCUSED
FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN
BANK'S HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT
TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN BANK'S REASONABLE JUDGMENT OTHERWISE
WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL
RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S.GOVERNMENTAL REGULATORY AUTHORITY.
(d) SUBJECT TO THE FOREGOING LIMITATIONS, BANK'S LIABILITY FOR LOSS OF INTEREST RESULTING FROM
ITS ERROR OR DELAY SHALL BE CALCULATED BY USING THE RATE PAID ON BALANCES IN ACCORDANCE WITH THE
MASTER BANKING SERVICES AGREEMENT. AT BANK'S OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY
CREDITING THE ACCOUNT.
25. INCONSISTENCY OF NAME AND ACCOUNT NUMBER. The Customer acknowledges and agrees that,if an
Entry describes the Receiver inconsistently by name and account number,payment of the Entry transmitted by the
Bank to the RDFI may be made by the RDFI (or by the Bank in the case of an On-Us Entry) on the basis of the
7
June 2014 Filename:T/TreasuryOperations/ACHAgreement 8
account number supplied by the Customer, even if it identifies a person different from the named Receiver, and
that the Customer's obligation to pay the amount of the Entry to the Bank is not excused in such circumstances.
Customer is liable for and must settle with Bank for any Entry initiated by Customer that identifies the Receiver by
account or identifying number or by name and account or identifying number.
26. PAYMENT FOR SERVICES. The Customer shall pay the Bank the charges for the services provided in
connection with this Agreement, as set forth in the Master Banking Services Agreement and its Exhibits. Such
charges do not include,and the Customer shall be responsible for payment of,any sales, use, excise,value added,
utility or other similar taxes relating to such services, and any fees or charges provided for in the Depository
Agreement between the Bank and the Customer with respect to the Account.
27. AMENDMENTS. Except as provided in Section 26, the Partiesmay amend this agreement from time to
time upon mutual agreement and in writing and, consistent with the Master Banking Services Agreement and its
Exhibits. In the event that performance of services under this Agreement would result in a violation of any present
or future statute, regulation or governmental policy to which the Bank is subject, then this Agreement shall be
amended to the extent necessary to comply with such statute, regulation or policy. Any practices or course of
dealings between the Bank and the Customer,or any procedures or operational alterations used by them,shall not
constitute a modification of this Agreement or the Rules, nor shall they be construed as an amendment to this
Agreement or the Rules.
28. NOTICES,INSTRUCTIONS,ETC.
(a) Except as stated herein,the Bank shall not be required to act upon any notice or instruction received from
the Customer or any other person, or to provide any notice or advice to the Customer or any other person with
respect to any matter.
(b) The Bank shall be entitled to rely on any written notice or other written communication believed by it in
good faith to be genuine and to have been signed by an authorized representative of Customer, and any such
communication shall be deemed to have been signed by such person. Such notice shall be effective on the second
Business Day following the day received by the Bank.
(c) Except as stated herein, any written notice or other written communication required or permitted to be
given under this Agreement shall be delivered or sent by US mail,if to Customer:
Joanne Markiewicz,Director
Procurement Services
Collier County Board of County Commissioners
3327 Tamiami Trail E
Naples,Fl 34112
and if to Bank,at the following address:
First Florida Integrity Bank
Attn:Treasury Operations
3560 Kraft Road
Naples,FL 34105
unless another address is substituted by notice delivered or sent as provided heron. Except as otherwise stated
herein,any such notice shall be deemed given when received.
29. DATA RETENTION. The Customer shall retain data on file adequate to permit the remaking of Entries for
five(5)Business Days following the date of their transmittal by the Bank as provided herein,and shall provide such
Data to the Bank upon its request.
30. DATA MEDIA AND RECORDS. All data media,Entries,security procedures and related records used by the
Bank for transactions contemplated by this Agreement shall be and remain the Bank's property. However bank
must comply with Florida Statutes Chapter 119 as it relates to Contractors and services provided to public
agencies.
31. COOPERATION IN LOSS RECOVERY EFFORTS. In the event of any damages for which Bank or Customer
may be liable to each other or to a third party pursuant to the services provided under this Agreement, Bank and
June 2014 Filename:T/TreasuryOperations/ACHAgreement 9 e�
Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in
performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to
defend or elects to pursue against a third party.
32. TERMINATION. This Agreement may be terminated by either party pursuant to the terms of the Master
Banking Services Agreement and its Exhibits.
33. ENTIRE AGREEMENT. This Agreement (including the Schedules attached) together with the Master
Banking Services Agreement and its Exhibits is the complete and exclusive statement of the agreement between
the Bank and the Customer with respect to the subject matter hereof and supersedes any prior agreements)
between the Bank with respect to such subject matter. In the event of any inconsistency between the terms of
this Agreement and the terms of the Master Banking Services Agreement shall govern. In the event performance
of the services provided herein in accordance with the terms of this Agreement would result in a violation of any
present or future statute, regulation or government policy to which the Bank, or Customer, is subject,and which
governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed
amended to the extent necessary to comply with such statute, regulation or policy, and the Bank shall incur no
liability to the Customer as a result of such violation or amendment. No course of dealing between the Bank and
the Customer will constitute a modification of this Agreement,the Rules,or the security procedures,or constitute
an agreement between the Bank and the Customer regardless of whatever practices and procedures the Bank and
the Customer may use.
34. NON-ASSIGNMENT. No right or interest hereby conferred shall be assignable without the
prior written consent of the other party, and any assignment made without such consent shall be
null and void.
35. WAIVER. No waiver of a breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
36. BINDING AGREEMENT; BENEFIT. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, and assigns. This Agreement is not for the
benefit of any other person,and no other person shall have any right against the Bank or the Customer hereunder.
37. HEADINGS. Headings are used for reference purposes only and shall not be deemed part of this
Agreement.
38. SEVERABILITY. In the event that any provision of this Agreement shall be determined to be invalid,illegal,
or unenforceable to any extent,the remainder of this Agreement shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent permitted by law.
39. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of
the State of Florida without reference to its conflict of laws provisions,and applicable federal law.
June 2014 Filenamer r/TreasuryOperations/ACHAgreement 10
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized
officers.
Customer
First Ior��•a Integr Board of Co ty C. .ssioners Utility Water and
l
/ Sewer
•
By: L LAVA �/ - By: ■ Oa.— /A. _
Name: xi ' ' OeZ/ Name: TOM HENNING 4
,
Title:SUP2 0 at.-2— Title: CHAIRMAN
/ Customer
g��oo le ife., G L 44.4-11r,//Y/
JDes>i,„ e
By:
Name:
Title:
ATTT $�
"0, Approv_+ as t- + and legality
DWI T.E.IAQ CLERK 4)jL l
1t SC'• R.Teach,Deputy County Attorney
Attest as-to Chair can's
signature only
II
0
June 2014 Filename:T/Treasuryoperations/ACHAgreement 11
Schedule A
CUSTOMER SELECTED
STANDARD ENTRY CLASS CODE
As used in the Agreement,the following*are ACH Standard Entry Class Codes(SEC)approved for use by Customer
(check all that apply),subject to any specific restrictions on the types of ACH transactions that may be originated,
which are identified by Bank below:
❑ CCD—Corporate Credit or Debit—Either a credit or debit where funds are either distributed or
consolidated between corporate entities.
❑ CTX-Corporate Trade Exchange—The transfer of funds(debit or credit)within a trading partner
relationship in which payments related information is placed in multiple addenda records.
❑ PPD-Prearranged Payment and Deposit
o Direct Deposit-The transfer of funds into a consumer's account. Funds being deposited can
represent a variety of products,such as payroll,interest,pension,dividends,etc.
o Direct Payment-Preauthorized payment is a debit application.This includes recurring bills that
do not vary in amount—Insurance premiums,mortgage payments,charitable contributions,and
installment loan payments or standing authorizations where the amount does vary,such as
utility payments.
*The above SEC Codes are the most commonly-used and not an all-inclusive list.
Bank has identified the following ACH transaction restrictions:
• The Bank does not offer any other Standard Entry Class Codes other than those listed above.
June 2014 Filename:T/TreasuryOperations/ACHAgreement 12
Schedule B
Processing Schedule
Delivery of ACM Files:
• Internet transmissions
The Customer may electronically transmit files to the Bank via Internet Banking System.
• Format and content of entries
All files must be submitted in NACHA format.The Customer should refer to Appendix Two in the NACHA
Rulebook for specific formatting details.
• Timing of delivery
Processing Deadline for:
Credit Entries
Transmission of a File until 4:00 p.m.[EST]Time(Standard or Daylight)two(2)business days prior to Effective
Date*
Debit Entries
Transmission of a File until 4:00 p.m.[EST]Time(Standard or Daylight)one(1)business day prior to Effective
Date*
*"Effective Date"must be a Business Day or the file will be processed on the first business day following the
effective date.
II
0
June 2014 Filename:TfrreasuryOperations/ACHAgreement 13
Schedule C
Security Procedures
Customer is responsible to strictly establish and to maintain procedures to safeguard against unauthorized
transactions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper
supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security
procedures and any passwords,codes,security devices,and related instructions provided by Financial lnstituion. If
Customer believes or suspects that any such information has been accessed by an unauthorized individual,
Customer will verbally notify Bank immediately, followed by written confirmation. The occurrence of such 1
notification will not affect any transfers made in good faith by Bank prior to the notification and within a
reasonable time period to prevent unauthorized transfers.
Data Security:
Limiting access and securely storing ACH data used in the routing and settlement of ACH transactions is a critical
data security precaution. Customer's ability to limit access to production data can be done through commercially
available software products. Access can be limited to specific programs, user IDs, or read-only or read-and-edit-
only access functionality. Files can also be transmitted between ACH participants using the following data
protection methods: encryption and authentication.
• Encryption is a process of scrambling data content through hardware or software in order to protect the
confidentiality of a file's contents. This information should remain encrypted between all parties in the
ACH Network using commercially reasonable procedures and must be transmitted using security
technology that is 128-bit RC4 technology(minimum standards).
• Authentication is a process of ensuring that files and data content have not been altered between the
Orginator and receiving points. Like encryption,this can be done using hardware or software to ensure
data integrity.
Transmittal of Files:
• Customer will only transmit files on the dates specified in the agreed upon transmittal schedule(see Schedule
B). Changes to this schedule must be made in writing and signed by an authorized contact of the Customer.
• Customer will transmit files to Bank via pre-arranged access to ACH system utilizing agreed upon logon
procedures and proper access identification.
•
• Customer has the ability to set up email notifications using the Cash Management Electronic Banking Alert
feature.
Should any of the above procedures not be met,the file will be rejected by Bank and Customer will be notified.
--(7)
June 2014 Filename:T/TreasuryOperations/ACHAgreement 14
II --
Bank Use Only:
Schedule D
ACH Processing Umits
Transaction Limit
Maximum Amount of Any ACH Transaction$
ACH Daily File Limits
Daily File Limit for ACH Debit Transactions $
Daily File Limit for ACH Credit Transactions $
- ACH Processing Limits for purposes of this agreement are consistent with those established under the
Internet Banking setups.
June 2014 Filename:T/TreasuryOperations/ACHAgreement 15
Schedule E
SERVICE FEES
Fee Schedule:Fees are as indicated in the Master Banking Services Agreement and its Exhibits Schedule F
Holiday Schedule
Holiday Calendar
The Bank will be closed on the following standard holidays observed by the Federal Reserve Bank.The Bank will
not accept files for processing on the following days,as well as all Saturdays and Sundays.Likewise,entries should
not be effective dated for these days.
New Year's Day (January 1)
Martin Luther King's Birthday (Third Monday in January)
Presidents Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Columbus Day (Second Monday in October)
Veterans Day (November 11)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)
Note: If January 1,July 4,November 11,or December 25 fall on a Sunday,the next following Monday is a standard
Federal Reserve Bank holiday.
June 2014 Filename:T/Treasuryoperations/ACHAgreement 16
Electronic Basking Electronic Banking Terms and Conditions Agreement
This Agreement describes your tights and obligations as a user of the Electronic Banking Service.It also describes the rights and obligations
Bank.Please read this Agreement carefully.As an authorized account holder,you must abide by the tams and condition of this agreement,and those provided to you
at account opening,in order to use this Service.
Customer Disclosure and Agreement to Receive Electronic Commualeadoas
Federal tegmalea obtain your consent before providing disclosures electronically.By selecting the"I.fccepY beams the flat time you login to Electronic
Banking,you are
acknowledging your receipt of the information listed below,(2)agreeing that any contract you enter into with First Florida Integrity Bank for the
pavilion of certain Electronic Bulling Services,may be in ekctuenic than,and(3)agreeing that certain imformsdam that may be delivered is connection with the
Service may also be in electronic form.
You are also acknowledging receipt of the following information and agree that:
• We may provide you with this Agreement and any revisions and inandments thereto in electronic form,and that,if you choose to accept the Agreement,you are
consenting to enter into and are catering into an aprenent ebctdaicaliy that will govern all future transactions you conduct using the Service.
• We may provide you revisions and amendments to the Agreement and such one inf iii lcm,including but not limited to information under Repletion E and under
other applicable barking or financial services laws or regulations it connection with the Service,electronically as a part of the Agreement cc otherwise as a part of
the Ser vice.While you may print and retain a copy of the Agreement or any information provided to you in relation to the
Service,we only provide these doetr>nenb
electronically. y
• You have a right at any time to withdraw,without service charges,your consent to receive information electronically.However,because the Agreement and the
information are provided only in electronic format,your withdrawal of consent will terminate the Service.
• If you wish to withdraw consent to receive information ekcennially,to teatinate the Service or to update your information such as a change of eddhess,or email
address,you may call First Florida Integrity Bank(877)763-0244,or write a letter end send it to:
First Florida Integrity Bank
Attention:Electronic Bawling Deportment
3560 Kieft Road
Naples,FL 34105
• You are able to access information gates provided in the same manner as the information and the Service via the Internet
• If at any time you suspect unusual activity may have occurred with your sign on credentials,please contact us immediately at(877) 763-0244 or email
ditillitinganlekeSta
• If we suspect unusual activity may have occurred with your sign on credeathals or account activity,we may contact you by telephone or email to verify the
legitimacy of the suspected activity.
Definitions
The following definitions pply in this Agreement jjj(
n
"Electronic Banking"is the Internet-based service providing access to your months)under the terms ad forth in this Electronic Banking Team and Condition
Apeman
"Online Account"is a First Florida Integrity Bank account from which you will be conducting transactions using a S evict.
"Business Day"rotas to Monday through Friday,excluding holidays as determined by First Florida Integrity Bank.All Electronic Banking transaction aquae I
received after 7:00 pat.EST,or on a nom-Business Day,will be processed immediately,but will not appear in the electronic history until the following Business Day.
"Password"is s series of mambas and/or letters that you select alter the initial sign-on that establishes your connection to the Service.You will then choose your
penned in the First Florida integrity Bank aided application process.
"Time of day"references are to Eastern Standard Time.
"Token"is a small security device that provides an extra level of m uki-factor authentication(MFA)to authorize access to a network service.
"We,""us"'our"or"First Florida Integrity Bank'refer to First Florida Integrity Bank,which offers the Service provided under this Agreement aid holds the accounts
accessed by the Service.
"You"and"'our"means you,the individual(s)who is identified an the account as the owner or authorized signer as the account holder on the accont(s).
Attest to Services
First Florida Integrity Bank will provide online instructions describing how to use die Electronic Banking Service.To pin access to this Service
you will need the bank
issued user ID and password.
Hours of Operation
The Service is generally available 24 home-aday,7 days a week,accept during special maintsmmce sad upgrade periods,which routinely arc scheduled between 1200
a.m.and 5:00 am.
Use of Year Security Password and/or Token
Tie safety of our customers'accounts and account information is of paramount importaaoo to First Florida Integrity Bank.We go through peat lengths to protect
confidentiality and the security of your account,and urge you to do die same.You agree not to allow anyone to gain actxsa to the Service or to let anyone know your
Penword and/or Token used with the Service.You agree to tummy responsibility be all animations initiated through lie
allowed by applicable law.While First Florida w Service with your ID,up to the limits
Integrity Bank continues to provide our enemas with the level decline security we believe e necessary ecenary and appropriate,
customers who share their User lls and Pasawads and/or Tokens are giving up the hull benefit of our security measures and legal protections to which they maybe
entitled.No First Florida Integrity Bank representative will ever call and ask for your Password aod/ar Token peas code.
i
If Your Password and/or Token Has Been Lest or Stier
If your Password and/or Token has been lost or stolen,call Fast Florida Integrity Barr i®ediateiy at(877)763-0244,between 8:00 a.m.and 5:00 p.m.,Monday `t
through Friday.Business account holders will assume complete liability for all fraudulent transactions.Telephoning First Florida Integrity Bank is the best way of i
minimizing your losses.You may also restore the security of your Service by immediately changing your Password.If you believe your Password and/or Triron be 1
'P i p e
7 0
been lost or stolen and you notify us within two(2)Bianco Days after you lam of the loss or theft,you can lose no more than 550.00 if someone uses your Password.
and/or Token to conduct unauthorized electronic Ands transfers without your permission.If you do NOT notify us within two(2)business days after you learn of the
loss or theft of your Password and/or Token,and we can prove we could have stopped someone from using your Password and/or Token to conduct=motorized
electronic funds murders without your permission if you had told us,you could lose as much as$500.00.
Banking Transactions with Electronic Banking
In addition to viewing account information,you may use Electronic Banking to conduct the following transactions:
• Transfer funds among your linked chocking,savings,end money market accounts as well as make payments to your loan end line of c edit accounts,NOTE:Because
regulations require First Florida Integrity Bank to limit pre-authorized transfix"(including Ekotrumic Banking transfers),the following limitations apple':
Statement Savings and Money Market Accounts:You are limited to six(6)transfers to another account by means of pro-authoriz 1,automatic transfix,telephone,
electronic banking or mobile banking.Of these six(6),transfers may be by check,draft,debit card or similar order made payable to third parties.There is a fee of
3110.00 per cams transfer per statement cycle;excludes in person and ATM Mwithdrawals.
•Bill Pay users can send payments to any U.S.address.Users establish and manage payees in Electronic Banking. Omer the payee is established,the user can schedule
payments to that payee.Users can schedule one-time payments and meaning payments,manage their payments,and have access to their bill pay history.
Payments established through Electronic flanking Bill Pay are processed twice a day:I.00 p.m.and 200 a.m.The Bill Pay service is based on a processing acheduk,
not a due date schedule.This means during a payment setup,users should enter the day on which the payment is to be processed not the day on which the payment
is due. An estimated payment snivel date will be displayed. This is the date an which your payment is estimated to arrive to your payee.This is based on the
processing date moored and the delivery method of the payment
Two methods of payment delivery are available through Electronic Banking Bill Pay:Electronic and Check.During the payee setup process,the payee profile will
reflect if the payment can be sent electronically or by check.
Electronic-If the payee is included on the electronic payee database,all payments sent to the payee will be electronic.Users should allow at the minimum two(2)or
three(3)business days for electronic payments to reach the payee.
Check-If the payee is not registered as an electronic payee,your payment will be made by check and mailed via standard delivery by the U.S.Postal Service. The
check is drawn on your account and made payable to the payee.The User's account name and address is listed as the remitter on the check.Checks are created and
mailed from Oklahoma City,Oklahoma within 24 hum of receiving payment instructions. Users should allow at the minimum seven(7)business days Sr cheek to
reach the payee.
•Bank-to-Bulk Tread=may be pafoamed within Electronic Banking. You may separately enroll for the Bank-to-Bank Transfer service("Service").This Service
allows you to transfer funds between your linked deposit accounts at First Florida Integrity Bank and attain deposit accounts at other financial institutions. An
inbound transfer moves funds into an account at First Florida Integrity Bank. An outbound transfer moves Loads from an account at Fiat Florida Integrity Bank to
an account outside of First Florida Integrity Bank.Yon will need to anon each of your non-Fast Florida Integrity Bank accounts that you with to use for this
Service.You agree that you will only attempt to enroll accounts for which you have the authority to transfer funds.All accounts requested to be used as part of this
Service will be verified in accordance with First Florida Integrity Bank procedures.The verification process must be completed by you prior to using the Service.
You will have 7 days after enrolling an account to complete the vaification process.Verification instructions are displayed to you during the enrollment process
Funds requested to be transferred win be debited/credited from/to your First Florida integrity Bank account the business day fallowing the day you initiate the
trmder,provided you have met the bank's cutoff time for submitting Bank-to-Bank transfers.In the case of a thane dated or recurring transfer,these time limits will
be the business day following the scheduled date of the transfer.The cutoff throe for initiating transfers is 4:00 p.m.Funds requested to be tramfared will be
debited/aedited to the non-First Florida Integrity Bank account according to the receiving bank's availability and transaction processing schedule.
Request for immetLte transfers of finds cannot be cancelled.Future dated and mooning transfers can be canceled unless the transfer stance is In Process,Pending.or
Processed Otherwise,you cannot cancel these transfers.
There currently are no fees for the Service.Fees are subject to change.Transfers are subject to the following Min unless otherwise agreed upon by you and First
Florida integrity Bank:
o Three transfaa per day not to exceed a total of$2,000.00
The above limit applies to the total of all Bank-to-Bank traosfaa for all accounts enrolled in the Service. We may change your dollar limits and transfer limits at any
time.
Bill Pay and Bank-to-Bank tandem:these services me automatically turned on for every electronic banking customer. if you wish to NOT to have access to these
services,contact us immediately at(877)763-0244 or email
New services may be introduced for Electronic Banking from time to time.Fiat Florida Integrity Bank will notify you of the existence of these new services.By using
these services when they become available,you agree to be bound by the rules that will be made available to you concerning these services.
Requesting Paper Copies
We well not send you a paper copy of any Communication from us,unilas you request it or we otherwise deem it appropriate to do so. You can obtain a papa copy of
an electronic Communication by printing it yourself or by requesting that we mail you a paper copy,provided that such request is made no later than seven years after
we that provided the electronic Communication to you. To request a paper copy,contact us by telephone at(239)348.8000 or toll free at(877)763-0244. We may
charge you a reasonable service charge for the delivery of paper copies of any Communication provided to you electronically mama to your authorization. We
reserve the right,but assume no obligation,to provide a papa(instead of electric)copy of any Communication that you have authorized us to provide electronically.
Statements
You will continue to receive your regular account statement monthly,via paper and/or demonically depending an the options you request through our Electronic
Banking munch
Protections Provided For Electronic Funds Transfers Under Regulation R
Regulation E and the federal Electronic Fund Transfer Act afford protections only to Individual consumers and do not include bminaaieommecial organizations.
Any protection from fraudulent ACH or wire transactions in your institution's accounts would be addressed in our financial institution's Your Deposit Account Tams
and Conditions Agreement and/or state laws.By fey the best protection against such fraud is careful attention to se*computing practices,use of dial control features
and other practices such as reviewing daily transactions in the account.According to the FDIC law,regulations,and restated acts 6500(comma pxotec ion)Part 205
(electronic fluid treaders)Sections 1-18,the primary objective of!topknot E is to protect Individual asnsusers engaging in electronic fund immfers(EFT).
Regulation E,under the Electronic Funds Transfer Act,provides a framework that establlehes the rights,liabilities,and responsibilities of those participating in EFT
such as ATM transfers,bill payment services,point-of-sale transfer in stores,and preautitorized transfers including direct deposit and Social Security payments.
Regulation E covets an individual consumer who authorizes s a financial Methadon to electronically transfer funds to debit or credit his/her account
/Page
547
Under Regulation E,s consumer is not responsible for any unauthorized EFT involving the consigners account only if they have complied with the disclosed
requirements,including reporting time of the unauthorized triodes.and other conditions are met by the consumer(see 205.7b(1)(2)(3)).If a consumer abides by these
timelines and reporting guidelines,the consumer will not be held responsible for unauthorized transfers.
If Your Statement Shows Treaders That Yon Did Not Make
If your statement shows transfers that you did sot matte,notify First Florida Integrity Bank immediately at(877)763-0244,or write a letter and send it to
Piet Florida Integrity Beak
Attention:Account Servicing
3560(Craft Road
Naples,FL 34105
If you do not notify rust Florida Integrity Bank within sixty(60)days after the statement was mailed to you,you may not recover any money lost after the sixty(60)
days which would not have been lost if First Florida Integrity Bank had been notified in tine.
Errors and Question
ha case of errors or guidons regarding an Electronic Barking transaction,you may call First Florida Integrity Bank at(877)763-0244,email chgekiggatilagkorm or
write a letter and send it to:
First Florida Integrity Bank
Attention:Electronic Banking Department
3560 Kraft Road
Naples,FL 34105
We must hear ftom you at the specified telephone number or address no later than sixty(60)calendar days aka we sent you the first statement on which the problem or
mar appeared.We will need:
• Your name and account number
• A description of the error or the transfer in question,and an explanation concerning why you believe it is an error or need more information
• The dollar amount of the suapocted error
• The date on which it occurred
If the report is made orally,we may require that you send the complaint or question in writing within ten(10)Bess Days from your initial contact.We will notify
you with the results of the investigation within ton(10)Business Days after you contact us and will comet any error promptly.If more tine is needed,however,we
may,at our sole discretion,take up to forty-five(45)calendar days to investigate a complaint or question.If this occurs,we will credit your account within ten(10)
Business Days for the amount you think is in error.This will allow you to use the money during the tine it take.us to complete ow investigation.If your complaint or
question is not received in writing within tun(10)Business Days from your original contact,we may not=edit your account until the investigation b completed.
If your notice of error concerns a transited=that occurred during the fast thirty(30)days after the first deposit to the account was made,the applicable time periods am
twenty(20)Business Days in place of ten(10)Business Days cord ninety(90)calendar days in place of forty-five(45)calendar days.
If we determined that no error occulted,we will seed you a written notice within three(3)Business Days.You may request copies of the documents dam were used in
the investigation.
You agree that First Florida Integrity Bank may respond to you by email with regard to my claim of unauthorized electronic find traostbr related to the Service.Any
such electronic MO sum to you by First Florida integrity Bank shall be considered received within throe(3)Business Days of the date seat by First Florida Integrity
Bank,regardless of whether or not you sign on to the Service within that time frame.
Limit of First Florida Integrity Bank's Itapaulbilty
First Florida Integrity Bank swear to make reasonable efforts to ensure full performance of Electronic Banking.Fist Florida Integrity Bank will be responsible for
acting only on those instruction sum through Electronic Banking that are actually received,and cannot assume responsibility fir cittumstancer over which the bank
has no direct control This includes but not limited to,the fitile re or malflmctions in communication facilities,which may affect the accuracy or timeliness of messages
you send.
Any information you receive from First Florida Integrity Bank is believed to be reliable.However,it out only be provided on a beatellarts basis for your convenience
and is not guaranteed.First Florida Integrity Bank is not liable for any deficiencies in the accuracy,completeness,availability,or timeliness of such infbnnatioo or for
any investment or other decision made using this information.
First Florida Integrity Bank is not responsible for any fees Incurred for Internet access,or for any computer virus or related problems that may be emrlauable to services
provided by any Internet access service provider.
You are responsible for obtaining,installing,maintaining,and operating all computer hardware and software necessary for performing Electronic Banking.First Florida
Integrity Bank will not be responsible for any woes or failures from the matlhocdan or failure of your hardware or software.
The limit of Fast Florida Integrity Banks liability shall be as expressly set forth Imaan.Under no ciraantrmces will First Florida Intewity Bank be liable in contract,
tort,or otherwise for any special,incidental,or consequential damages,whether or not foreseeable.By cementing to use the Service,you agree to waive any and all
right to any of the afmpaid,and you acknowledge that the limit of your remedy is as otherwise a xptssly set forth herein.
First Florida Integrity Bank's Responsibility
Fire Florida Integrity Bank will be responsible for your actual losses if they were directly caused by ow fathue to:
• Complete an Electronic Funds Transfer as properly requested
• Cancel as Electronic Funds Transfer as properly requested.
However,we will not be responsible for your knees it
• Through no fault of First Florida Integrity Bank,you do not have enough money in your account to make the transfer.
• Through no fault of First Florida Integrity Bank,the transaction would have caused you to exceed your available credit.
• Circumstances beyond our control(e.g.,foe,flood,power outage,marl delivery delays,equipment w teohaleal failure or breakdown)prevent the transfer,despite
reasonable precautions that we have takes.
•
There is a bold on your account,or if access to your account is blocked in accanisuce with banking policy.
• Your funds are subject to legal process or other encumbrance restricting the trend*.
IPagr
• Your transfer au horization tarninatra by operation of law.
• You believe someone has accessed your accounts without your permission and you fail to notify First Florida Integrity Bank immediately.
• We have received incomplete or inaccurate information nom you or a third petty involving the account or transfer.
• We have a reasonable basis for believing that unauthorized use of your Password and/or Token or account has occurred or may be oaaming,or if you defnk ender
this Agreement,Agreement
the Deposit Account Terms and Conditions Agreement,a credit agreement,or arty other agreement ith us,or if we or you terminate this k
There maybe other exceptions stated in this agreement and in other swami: is with you.In no event shall we be liable for damages in excess of your actual loss due to I
our fisrkcre to complete a transfer,and we will not be liable for any incidental or consequential damages.
If any of the cueumamces listed above shall occur,we shall assist you with reastable effects in tatting appropriate corrective action to reprocess the transactions that
may not have been completed or to correct Moen of transactions that have been processed.
Elachnaic Mali(Email)
If you send First Florida Integrity Bank an electronic meil message through the Service,First Florida Integrity Bank will be deemed to have received it on the following
Business Day.Emile will be answered within a namable timekame.
You should not rely on electronic m ll if you need to communicate with First Florida Integrity Bank iatrnediately(e.g.,if you need to report an unauthorized emanation
hum one of your accounts,or if you need to stop a payment that is scheduled to occur). f
o
You agree that First Florida Integrity Beak may respond to you by electronic mml with regard to any matter related to the Service,including responding to any claim of
=authorized electronic funds transfer that you make.Any such electronic mail sot to you by First Florida Integrity Bank shall be considered received within three(3)
days of the date sent by First Florida Integrity Bank,regardless of whether or not you sign on the Service within that time frame.
Other Agreements
In addition to this Agreement,you and First Florida Integrity Bank agree to be bound by and comply with the requirements of the agreements applicable to each of your
Online Accounts.Your use of the Electronic Banking service is your acknowledgment that you have received these agreements and intend to be bound by them.You
should review other disclosures received by you when you open your amounts at Fiat Florida Integrity Bank,including the charges that may be imposed for electronic
funds transfers or the right to make transfers listed io the the schedules accompanying those disclosures and the fee schedule at the aid of this Agreement We will
automatically deduct any fees related to this Service born your account each mumdi.All tams and conditions of the disclosures provided to you at account opening,
including but not limited to,the Truth in Savings,Electronic Fumd l}ansf r Disclosure.Year Deposit Account Tama and Conditions Agreement apply to this Service.
MedHkstlom to this Agrtxmat
Fist Florida Integrity Bak may mod*the terms and conditions applicable to the Service from time to time upon mailing or delivering a notice of the modifications to
you at the address shown on our account moods,and the revised teams and conditions shall be effective at the earliest date allowed by applicable law.We may send
any notice to you via electronic mail and you will have been deemed to have received it three(3)days after it is sent.We reserve the tight to terminate this Agreement
and your use of the Service in whole or in part at any time without prior notice.
Disclosure of Information to Third Partly/Privacy Policy
A copy of First Florida Integrity Bank's Consumer Privacy Statement is available upon request at my of our branches,or can be mailed to you upon request by calling
First Florida Integrity Bank at(877)763-0244,or writing a letter and sending it to:
First Florida Integrity Bank
Attention:Comptimhae Officer
3560 Kraft Road
Naples,FL 34103
You can also access our Policy online by clicking on the Privacy Policy link on the First Florida Integrity Bank Website
Inactivity/Tera aatloa
You are responsible for complying with all the tams of this Agreement and with the term,of the agreement governing the deposit accounts which you access using
electronic banking services.We can terminate your Electronic Banking privileges under this Agreement without notice to you for ay reason;or if you do not pay any
fee required by thin Agreement whet due,if you do not comply with the Agreement governing your deposit or loan accounts,or your accounts are not maintained in
good standing.We win p omptly notify you if we terminate this Agreement or your use of the service for any other reason.
You are not paying a monthly service charge for the Service.We may convert your account to an inactive status if you do not sign on to die Service or have any
transaction scheduled through the Service during any consecutive six month(180 day)paiod.If your account is considered inactive,you must contact us to have the
Service activated before you will be able to schedule any traosoaor through the Service.
To cancel the Electronic Banking,you must notify First Florida Integrity Bank.Your notification should include your now,address and the effective date to atop the
service.You may notify First Florida Integrity Bade by one of the*Mowing methods:
• By calling(877)763-0244
• By writing a letter and sending it to:
First Florida Integrity Bank
Attendee:Electronic Banking Department
3560 Kraft Road
Naples,FL 34105 yry
Federal Law
You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting intent=commerce that is
subject to the federal Electronic Sigaatora in Global and National Comma Act(E•SIGN),and that you and we both intend that the Act apply to the Meet mesa
possible to validate our ability to conduct business with you by electronic rowans. This Agreement is governed by the laws of the State Florida and applicable federal
law(s). p �/� K. �/ .0�i,/ rtv20/ r af� 4 I -
Fee Schedule /A � !'1 Ole r aJ or e W kll�ly y e 1.eS fee � I
First Florida Integrity Bank o and convalesce of the Electronic Banking service to you at no monthly ohmage.Account wire transfer and atop
paymett charges will be assessed rata published in First Florida integrity Bank's Fee Schedule and deducted from your second when initiated by you.
.Ir'ge f
. I.hatttttttt ...
S��
AA� subject to change.First Florida hdegrity Bank will notify you in writing regarding any fee chants at least thirty(30)days in advance of the effective date
of Security Measures
First Florida integrity Bank is constantly developing and implementing security enhancements to ensure the integrity of our Electronic Banking system.Our goal is to
protect the coo ddeatiality of your aaxmat and personal data and comply with all applicable banking tegulatiama relating to the safegumding of your den.The use, '.
collection and retention of client information is detailed in our Privacy Policy;however,there are certain topics related specifically to onlierybaaldng we would like to
share with you.
We strive to insure the security of your banking nuformatioa online.These standards include:
•Your banking information never travels the interact without encryption protection.What you click on"Login",we encrypt your Electronic Banking User ID and
Password using Secure Sockets Layer(SSL)technology.The secure connection is established before your User ID and Password ate transmitted and maintained for 3
the duration of your online bunking=Mon.
• Alter initial login,we require you to change your Electronic Banking pauwod bete any transactions can be requested
• Password guessing ie deterred with a lock-out fesmue.The system will automatically lock a user out of the banking system when an incorrect password is used three
time consecutively.
• We provide the date of let axes to the system after login for your own monitoring pnposs.
• Login sessions have time-out limit requiring you to login again after a tea(10)minute period of inactivity.
We have®planned security features that allow you to verify an image that you have an option of selecting yourself Thin will provide additiand checks to verify
year idatity once you are logged in to your accounts.Users will she be prompted to select three(3)security questions oat of die random ten(10)available. After
answering the questions and clicking on Submit,you mast confirm the aewtxs to continue.If multi-factor authorization is triggered by logging in using a device not
recognized,you will be prompted with two of the challenge questions previously answered. If the correct answers we submitted,you may continue as normal. If the
incorrect answer is altered for any of the security questions,you will receive an ever message and be re-prompted with the same questions. The customer has three(3)
opportunities to correctly answer the security questions. After the third invalid try,they are logged off of Electronic Banking and locked out until unblocked by the
Electronic Banking Deportment.
For additional inhumation on this security feature,login to your Blec6mic Banking account and review die Security Feature FAQ.. In addition,there are steps that
YOU are take to protect year seems*and personal larenssation while par fnalag exilesFeenedB evn.eetioea While we continue to do evexpbbrg passible to
mare the senility de systems,we are set responsible for nay breach ojmuray that is outside of our eoamwL
Electronic Bunking Security Guidelines
• Always create a strong unique Electronic Banking password comprised of Sour(4)to sixteen(16)alpha numeric cheroot=s.
• Select a password that is hard to guess by ming random letters,numbers and symbols.Do not use a ward that can be found in the dictionary.Do not use readily
ide tiftsble information such as your name,birth date,child's name,etc.
• Your Electronic Banking User ID and password are assigned to you and verify who you are when you begin an online banking session with First Florida Integrity
Bank Do NOT share your password with anyone else.
• Do NOT use the"save password"option with your intend browser software(example:Explore,Firefox,etc...)on your computer.
• Do NOT write down your password or reveal it to anyone,including bank aewciels.If you feel your Electronic Banking User ID or Password have been stolen
or compromised,change your Electronic Banking password.
• Change your password regularly.We recommend chuntng your password every sixty(60)to ninety(90)days.
• Remember to log out what you aro finished banking online or leave the room for a few minutes.
• Avoid using Public Internet Access Tramlines when conducting your online banking sssiom.
• For added security,use a RSA secure token in conjunction with a tea ID and password.For Wore information or to obtain one,contact us at(877)763-0244.
Permed Computer Security Guideline
• Always use a current intemet browser with 128-bit encryption that supports secure and private transactions.Use the belt-in security features that some browsers
provide.Choosing certain security settings and options will help protect the privacy of your accounts and personal information.The Help Option or Properties on ,
your browser should provide you with the security options available on your system.
• Keep your operating system and Internet browser updated with patches nom the vendor's website.For example,use Microsoft's Windows Update feature and itretaII
the Critical Updates and Service Packs since these address critical security issues.
• Use rime and spywame protection software and update the software regularly in order to detect new threat..
• Use personal ferewafl software,especially if you connect to the Internet with a broadband(Le.cable or DSL)connection.
• If your computer is on a wireless network,ensure that the touter satiny are secure.
• Use caution when downloading tiles,installing software or opening email attachments from unverified or unknown sources.
He 1plhi linkin
hope/www.microson.com/athome isecmily
http•//stayeafeonliaeinfn.cont/
First Florida Integrity Bank provides an educations]website to assure that our customer.have the most op to date security information at their finger tips.This link will ,
be provided once you log into Electronic Banking.
Internet Fraud"Phisking"
Phishing is a method developed by mammon and heelers to get unsuspecting victims to reveal their personal iofo>maion and is a contributing factor to the rise in
identity theft.The most common method of phishng involves cleverly designed a-nails which claim to be loan reputable companies with when the recipient may or
may not have a relationship.The bogus e-mail requests the recipient to confirm personal inhumation such as client ID,passwords,account Rumbas,etc.The c-mail
may insane you to"update"or"validate"your personal information via email or direct you to a phony web site that looks hie a legitimate web site.
_. _._ _. . ..... '1P a sae
• First Florida Integrity Bank will not ask you to enter your personal information in an e-mail link or send such intimation in an e-mail You should only share
information about your account though the secure Message Canter in Electronic Banking.If you receive suer a request In an small,notify First Florida
Integrity Bank Immediately at(*77)763-0344 or send a secure e-mail to First Florida Integrity Bank through Electronic Banking.
• Look for secure web pages when entering your password or financial information.Using Internet Explorer.most sec=web pages begin with httpsi/and display a
padlock icon in the bottom right coronae of the browser window.A locked padlock,or key,indicates a senate connection and an unlocked padlock,or a broken key,
indicates an unsecured connection.If this is not apperer;you can review the Properties of the web page to verify that it is secure.If you are not using ktttnet
Explorer,comuk the Help Option or Properties on your browser to determine the security of web pages on your system.
• Look for legitimate web pages when entering your password or financial information.Non-legitimate web pages may use a loon misspelling of the company's
name in the web address or may add a word,symbol,or number before or after the mime.
Cask Management Admhltrator/Authorized Users
First Florida Integrity Bank is authorized to receive and process ray electronic communication or instruction from the Autkaiaed User on behalf of the Company which
are submitted through the Call Management Electronic Banking Service,wings valid Access ID/Token/Pus Code.
Administrator Fall Access Rights Iadede
• Balance Inquiries
• View account history
• View images of checks posted to the account
• 7lansfer between somas
• Make loan payments
• Place stop payments
• Set up end conduct bill payment transactions
• Initiate ACH Origination(if Company is setup for this service)
• Initiate domestic wire transfbrs(if Company is setup for this service)
• Set up A control User access to specific functions
• Set up&control user access to specific accounts
• Sat up&control user access to s dollar antenna
Business Computer Security Guidelines
Sound Badness Practices for Companies to Mitigate Corporate Account Takeover
Corporate Account Takeover is a type of business identity theft in which a criminal entity steels a company's valid online banking credentials.Smell to mid-sized
businesses remain the primary target of criminal,but arty business can fell victim to these mimes.Attacks today art typically perpetrated quietly,by the introduction of
maiware through a simple email or infected weblike.For businesses Scat have low resistance to such methods of attack the ashram introduced onto its system may
omen undetected for weeks and even months.Introducing layered security processes and procedures,tadmological and otherwise!,and other tightened amity efforts,
can help protect businesses front criminals seeking to drain accomes and steal confidential infcamatico.These increased security procedures may help reduce the
incidence of and mitigate the financial losses,business risks,and reputations(damage that can result from such attacks.
Sand business practical for companies of all aims to consider when reviewing and implementing security procedures is to mitigate the Surat of Account Takeover.
The sound business practices outlined me not meant to be taken as the eschsive approach businesses sboold implement to address the risks associated with Account
Takeover,nor are they meant to be considered mandatory requirements.No single security measure alone is likely to be effective in preventing or mitigating all risks
associated with Account Takeover.Similarly,some of these sound business practices may not be appropriate for all businesses.Accordingly,each basilicas must
identify its own riales,and design and implement the appropriate security menu=to prevent,and mitigate the risks associated with Account Takeover.
The sound business practices for companies outlined in this document are:
Computer Security:
o layered System Security
o Online Banking Safety
o Education
o Websites
o User Accounts
o Staying lammed
Account Security:
o Dual Control
o Reconcilement
o Account Services
o Reporting of Suap cious Activity
o Credmdal
Layered System Sec rity
it is recommended that a business:
• Use appropriate tools to prevent and deter unauthorized access to its network and periodically review such took to ensure they are up-to-date.These tools include:
o Firewalla
o Security auines
o Anti-boost,anti-mtlweae,and anti-us/ware moutons
o Encryption of laptops,hard drives,VPN's or other communications channels
o Education of all computer tuns
:page
S,L4"
• Install robust anti-virus and security software for all computer workstations and laptops and ensure that such software automatically is patched regularly and mums'
chant.
• Implement multi-layered system security technology. And-vines software aline will not protect a business from most threw.Layering security software constructs a
multi-level banter between business'networks and criminals attempting to access such networks.
• Implement security suites so all security options(i.e.,fnewall,anti-virus,anti-spywa e,anti-maiware,etc.)work harmoniously to provide wytaier protection since
security programs from multiple companies sometimes do not work well together,often working against each other which could leave the computers just as
vulnerable as if they had no protection. •
Online Banking gaiety
It is recommended that a business:
• Create a secure financial environment by dedicating one computer exclusively for online banking and cash management activity.This computer should not be
connected to the business network,have email capability,or connect to the Internet for any purpose other than online banking.
• Disallow a workstation used for online banking to be used for general Web browsing and social networking.
• Verify me of a secure session("ldtpe")in the browser for all online banking.
• Disallow the conduct of online banking activities from free Wi-Fi hot spots hie airports or Internet oaths.
• Cease all online banking activity if the online banking application gooks'different than usual.Do not continue and contact the financial meh ntson immediately.
Education
It is rem that a business:
• Educate all computer users about cybervimes so everyone understands that even one infected computer can lead to an account takeover.A user whose compute
becomes infected can infect the entire network.For example,if an employee takes their Laptop home and accidentally downloads credentialstesthsg=Aware,
criminals could gain access to the business'entire network when the employee connects at work.All users,even those with no financial responlbilities,should be
educated about these threats.
• Always ask,"Does this email or phone call make sensor Educate all employees to think critically about each email and phone call received.A business should
advise its employees to:
o Do not open suspicion mails or email,from unknown parsons.Even opening an email may exposes computer and the network to malware.
o Ask,"Does this make sense?"before taking action in response to an email. If an email is suspicious,do not click on the linker open the attachment The
link can take the user to an infected website or download a malware program.Likewise,attachments and.zip files(compressed files)can contain
malware.Users should be instructed to simply delete the suspicious email and not to click the link or open the attachment.Uses cm also inquire of a
domain lookup service lake"whois.net"or similar service that allows users to view the domain registration information of an email sender. If the user
does not stop to think and take appropriate action,criminals maybe able to lure an unsuspecting user into an action that may infect their computer.
o Be particularly suspicious of muds or calls purporting to be from a financial institution,government agency or other organisation requesting account
information,account verification or banking access credentials such as=names,passwords,Personal Identification Numbers(PINS)and similar
information.If such a suspicious email is identified or call received,the business should call the financial institution to verify legitimacy.The business
should not call the phone number included in the email,click on the lick or reply to the sender of such an email.
First Florida Integrity Bank requires all business customers that initiate high risked transactions to participate in our education!webshe annually.Log in info nation
and instructions will be provided at the time of your initial setup and manually thereafter.
Webaites
It is recommended that a business:
• Block access to unnecessary or high-risk websites.At a minimum,a business should prevent access to websites that employee'should not visit durigg work hours.
Common sites that carry a high-risk ace adult entertainment,online gaming,social networking,and personal email.
User Accounts
•
It is ran:emended that a business:
• Establish user accounts for every computer and limit administrative rights.Many matinee programs require the user to have network administnnion privileges to
infect the computer.
• Employ`user"settings to avoid accidartelly downloading a credential-meeting program.Many small and mid-sized businesses allow all employees to be the
network administrator of their computer.Mom maiware requires the user to be logged in as the network administrator for the malicious program to download.
• Require all employee.use strong passwords and change their passwords frequently as both the computer and online banking access.
• Promptly deactivate or remove access rights from employees that no longer rogaire access(e.g.,inactive,transferred or terminated employees).
• Take full advantage of options offered by First Florida Integrity Bank to reduce the risk of a large payment being initiated tiaudule ntly.First Florida Integrity Bank
allows customers to set a"user limit"for ACH and wire transfer initiation.In oddities',a dual security setup will protect from these high risk t+mssodona.
Staying Informed
It is recarmmarded that a business:
• Stay informed about defmsta to account takeover.Since Gybes threats change rapidly,it is imperative dint all businesses stay informed about evolving threats and
adjust security momma timely.Among other things,this can be done by connecting with alert groups,businesses and industry resource,about theists and frauds.
• Perform an internal risk assessment manually to determine the vulnerabilities within your own environment. If you are iuterated in performing an asessment,plemt
contact El ctrooic Banking Department at(877)763-0244.
Dual Control
It is recommended that a business:
• initiate payments under dual control,with assigned responsibility for transaction origination and Batherbati n.Dual control involves file maiden by one employee
with file approver and release by another employee on a diffeent computer.Or,require dual use of tokens where a single employee creates a file,but can only
;IPawe
/
S/C'1 a�
release the same file by logging in a second time using a new pasacode on the token.Avoid having employees initiate and authorize payment transactions with '
administrator ctedeatiab.
Reconcilement
it is recommended that a business:
• Reconcile accounts online daily;at a minimum,review pending or recently sent ACH files and wire transfers.
Account Services
It is recommended that a business:
• Take advantage of appropriate account services offered by First Florida Integrity Bank like positive pay,security tokens,debit blocks,callbacks etc. It is a
requirement of First Florida Integrity Bank that all customers that are inihting high risked transactions me Secure Tokens.
• Use multi-9ctor and multi-chsemcl authentication for accounts that are permitted to initiate finds transfers.Multi-factor authentication includes at least two(2)of
the following:1)something the person brows(User ID,PIN,password),2)something the parson has(paaaweed-generating token,USB token),and 3)something the
person owns(biometrics,i.e.fingerprint scan).
Higher risk transactions,such as ACH origination and wire transfers,are controlled with odra layers of security.First Florida Integrity Bank requite:
• RSA secure token are required for all companies that perform high risk transactions unles a waiver is signed.
• Multi-Scene authentication(MFA)security questions on transaction peowing.
• Establish transaction dollar limits per user,per day and number of transactions.
• Dual Security which requires two uses to sign into electronic banking to perform the transaction(one to input the transaction and one to approve it)is highly
recommended fbr AC 11 origination and wire transfers.
• Alerts maybe setup by each user so that an email is sat when each tranactioo is perfamed.
• 2417 monitoring performed on all high risk traactions.
• "Out of Band"verification is perfumed by phone call,email or text to verify all anomalies that arc detected.
• Require annual self assessments performed by Cash Management users performing high risk transactions.
• Monitoring of certain type of administrative changes are performed and verified when auspicious changes me made.
First Florida Integrity Bank also offers other controls to its customers to mitigate tramctiosal risk:
• Positive Pay services arc offered to all Cash Management centaurs.The customer provides the bank a file of issued transactions. Anything that poets to the account
that was not in the file,with an incorrect amount or check=mbar will be canidned an exception and requires the centaur to review for acceptance or return.
• ACH blocking prevents unwanted ACH activity form certain originators or all ACH debits or credits from posting to the account.
Reporting of Suspicious Aetivtty
It is recommended that a business:
• Monitor and report suspicious activity.Ongoing monitoring and timely repotting of suspicious activity are crucial to deterring or recovering from fend.A business
should report anything=usual to First Florida Integrity Bank at(877)763-0244 or glaggiggettilmaiugen immediately such as log-ins at strange times of day,new
user accounts,unauthorized tramafers,etc.,so we can immediately block the account and monitor activity.
Credentials
It is recommended that a business:
Not use administrator credentials issued for day-to-day processing.Criminals gain access to these credentials,they will set up their own users and profiles on your
system to facilitate fraudulent unnsactions.The criminals can even use the administrator credential to lock legitimate users out of the system.First Florida integrity
Bank will abo snits admhrintative changes and alert you to verifS,my changes.
Security Controls that bird Florida Integrity Bank Provides for Your Online Account Transactions
•Enables alerts on unusual online aceamt activity
•Blocks wire treaders to countries that are on the suspicious activity list from the Office of Foreign Assets Control
•Delays transactions or batch processing of money teansf rs
•Gives the option to crate a'lvhite list"containing all the approved accounts between which transactions may take piece
•Provides ability to require dual control to complete transactions
• Security monitoring of online transactions for anomalies .
•Provides education to customers on bow to protect their online transactions
•Provides multi-faotor authentication
o Out of band token/pin delivery,via teat,or automated phone calls
o Uxs out-of-wallet security questions for online account access
•Assists commercial customer with internal risk assessment for transaction environment
Route Deposit Capture
First Florida Integrity Bank offers Remote Deposit Capture"RDC"which includes Remote Deposit Anywhere'RDA". RDC allows customers to scan checks and
transmit the images for processing. Upon enrollment into RDC,First Florida Integrity Bank will send to the primary email address on file the Remote Deposit Capture
Disclosure Agreement.You are responsible for reading the disclosure agreement prior to using RDC. You will comply with all the tams of this Agreement and with
the tams of the agreement governing the deposit accounts which you access using electronic banking services.We can terminate your RDC privileges under this
Agreement without notice to you for any ream Adthtionally,this Agreement has been inceepaated into our Electronic Banking Tema and Conditions Agreement
which is available within Electronic Banking under the Agreements link.
(fence
5AI
Bank Use Only: CIF#
*
'*..„-A.-...„
' First Florida
Integrity Bank
r ht gobs ._
Wholesale Lockbox Agreement
Account Title: Board of County Commissioners
Contact Person: Artie Bay Phone: 239-252-3756
Account numbers: 1056498
Customer desires to use Wholesale Lockbox services with First Florida Integrity Bank(Bank)described.
Bank is willing to provide such services listed below:
1. ACCOUNTS
Customer shall open an account into which the Wholesale Lockbox Payments shall be deposited
("Account").Each such Account shall be subject to Bank's ordinary rules and regulations and fees.
The Customer shall'deliver to Bank any documents customarily required by Bank in connection
with such accounts. Bank is not obligated to process any Wholesale Lockbox Payments until the
appropriate account has been established
2. CREDIT ACCOUNTS:Charge backs
Bank shall credit each Account with the amount of payment received as corresponding to such
Account.All credited funds are credited conditionally subject to final payment and clearance.Any
charge backs shall be debited against the appropriate account designated in writing by the
Customer to Bank and Bank shall promptly deliver notice of such charge back to Customer.
3. PERFORMANCE OF SERVICES
The Bank shall perform the services under this Agreement in accordance with reasonable
commercial standards applicable to the Bank's business; In conformity with rules, regulations
or laws governing the activities to the Bank; and in accordance with this Agreement.
The Bank agrees to:
a. Install a link on Customers computer to the FFIB web based program Remitweb.
b. Scan all checks related information received, such as the Explanation of Benefits(EOB's),
to Remitweb on Customer's behalf.
c. Access the Claims File Customer has loaded to FFIB, process the claim information
contained in the EOBs and updates the Claims File.
d. Bank will contract on Customer's behalf with Orbigraph to provide:
- Matching of EOB and check information to 837 claim file.
- 835 file is created by Orbigraph and will be available to download via Remitweb within
24 hours providing EOB and check data received by Bank no later than noon.
- All 837 data images of EOB and checks are imported and are available for display using
a unique login and password.
- Images are maintained for 7 years.
01
Filename: T:/TreasuryOperations/Wholesale Lockbox/FFIBWholesale Lockbox Agreement.docx
Bank Use Only: CIF#
4. REMITTANCE ADDRESS
All envelopes containing checks, drafts or money orders(hereinafter referred to as"item(s)"are
picked up and processed by Bank, which are attached hereto and made a part hereof by
reference,and will be mailed to the address set forth therein.
Collier County EMS
PO Box 7789
Naples,FL 34101
5. DEPOSITS
Bank will make one or more deposits of all items processed each banking day for credit to
Customer's depository account. The relationship of Customer as a depositor shall commence
when money, checks, or other orders for the payment of money, collected at the Wholesale
Lockbox or received at the Bank and are accepted and credited to the Customer's account. In
the event that Bank fails or is delayed in making a scheduled Wholesale Lockbox pickup, and
the failure is due to circumstances within Bank's control, Customer's sole remedy shall be to
require that Bank process, without charge,the mail not timely picked up. In the event the Bank
loses mail picked up from the remittance address, Bank shall have no liability whatsoever for
loss of items, other than checks, drafts, money orders,or other forms of negotiable instruments.
Bank shall at no time be liable or responsible for any indirect, consequential, or punitive
damages, including,but not limited to, lost profits resulting from any act or omission of Bank.
6. CUSTOMER OBLIGATIONS
Customer agrees to provide Bank with unrestricted and exclusive access to Customer's
designated Post Office Box locations, in order that Bank might receive all remittance
documents printed according to the specifications provided by the Bank. Envelopes containing
the remittance documents must be of a size and paper quality as indicated by Bank. Such
standards will be mutually agreed in writing by Bank and Customer.
Customer agrees to follow the recommendations and specifications outlined by the Bank
relating, without limitation, to document specifications for the remittance documents to be
submitted to Bank hereunder.
Insofar as the performance of services under this Agreement by Bank requires data, documents,
information or materials of any nature to be furnished by Customer, or for personnel, Customer
hereby agrees to furnish all data, documents, information and materials and to perform all such
acts and to make appropriate personnel, records,and facilities available to Bank,all within such
time and in such form or manner as may reasonable be necessary in order to enable Bank to
perform the required services promptly and in a workmanlike manner.
7. DOCUMENT TEST
The parties understand and agree that acceptance of this contract and performance by Bank is
dependent on the successful test of Customer's documents. Bank shall have the sole and
absolute discretion to determine whether a test has been "successful" After the contract is
accepted, customer agrees that it will not change, in any respect, the document or its contents
without thirty(30)days minimum prior written notification to Bank and subsequent acceptance,
testing, and approval by Bank. Bank reserves the right to test customer's documents from time
to time, upon prior notification and coordination with Customer.
Filename: T:/TreasuryOperationstwholesale Lockbox/FFlBWholesale Lockbox Agreement.docx
Bank Use Only: CIF #
8. RETURN CHECKS
Bank shall re-deposit (one time only) all checks deposited to Customer's account which are
returned unpaid due to "insufficient funds". If re-deposit is not possible, for reasons such as
account closed or "payment stopped" or a check is returned unpaid a second time, the Bank
shall charge all such items to Customer's account and the item shall be returned to the
Customer.
9, HOLIDAYS
No Wholesale Lockbox services will be provided on any bank holiday prescribed by the Bank's
local Federal Reserve District.
10. STANDARD PROCEDURES
Bank will open the envelopes, remove and inspect enclosures and process the remittances as
follows:
a. Acceptable Payee. To be acceptable for deposit, the payee of an item must be one of
those set forth, or a reasonable variation thereof. The Bank reserves the right, in its sole
discretion, to determine what a reasonable variation is. The Bank will make all
reasonable efforts to decipher the payee line on all items. However, if the payee line is
not legible, as determined by the Bank, in its sole discretion, the Bank shall first directly
contact Customer to enable processing and, if still unsuccessful, return the item,
unprocessed,to Customer.
b. Differing Amounts. If an item's written and numeric amounts differ, the Bank shall
process the check for the written amount. If the Bank is unable to determine the written
amount, the Bank shall first directly contact Customer to enable processing and, if still
unsuccessful, the item will not be deposited and will be returned to the Customer for
disposition.
c. Restrictions and Conditional Notations. Bank shall not review items for restrictive
endorsements and shall have no liability to Customer for the process and deposit of an
item bearing restrictive or conditional notations such as "Payment in Full", `Balance on
Account", or words of similar import.
d. Foreign Banks and Currency. Items drawn on foreign banks or payable in foreign
currency will be sent for collection. Availability of funds will be credited when collection
is complete.
e. Missing Remittance Advice. Per customer request, when items are received without a
remittance advice, the Bank shall first directly contact Customer to enable processing
and, if still unsuccessful,item will be returned to the Customer.
1. Missing Date. All undated checks will be dated by the Bank as of the date of processing.
g. Stale-Dated. Bank will make a reasonable effort to return to Customer all checks dated
more than six(6)months prior to the processing date.
h. Post-Dated Items. Post-dated items that are three (3) days or more from the date of
processing will not be processed and will be returned to the Customer. In the event that
the Bank endorses and processes a check post dated in excess of three (3) days,
Customer's sole remedy against the bank shall be a refund of the charge for processing
the check.
Filename: T:TreasuryOperations/Wholesale Lockbox/FFIBWholesale Lockbox Agreement.docx
Bank Use Only: CIF#
i. Missing Signature. Items which do not have the drawer's signature and do not indicate
the drawer's identity will not be processed. If Bank is otherwise able to determine the
drawer's identity from the face of the check, Bank will deposit the check and affix a
stamped impression requesting the drawee bank to contact drawer for authority to pay.
11. The Master Banking Services Agreement, Contract Number 2014-001 is incorporated
herein by reference and shall apply to this Agreement. In the event of a conflict
between the terms of this Agreement and the Master Banking Services Agreement,the
terms of the Master Banking Services Agreement shall take precedence.
Board o County Commissioners
Company ■ ame/ Utility Water and Sewer Fir:t F,orida lute_ ank
Date Acc. ited• 11/18/14 / /,
By: .� V By: A' ���_/ . .
me: TOM i Name: Nancy ega
Title: CHAIRMAN / Title: SVP— easury 0 tions
<Yair...~1.44•
ATTEST (F,
T E. BOO' ; CLERK
p raved to f a d legality
Attest as IA�ttairr an's
Sc .Tea ,Deputy aunty homey
signature only.;::...
\;J
Filename: T:/TreasuryOperationsAk'holesale Lockbox/FFIBWholesale Lockbox Agreement.docx