Loading...
Backup Documents 11/18/2014 Item #16E6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16E6 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE COQ"� ' o..z8. 8 Routed by Purchasing Department to Office Initials Date the Following Addressee(s) (In routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office 3. BCC Office Board of County Commissioners \ / 1z�Z��� 4. Minutes and Records Clerk of Court's Office (41\ 2$32114 3aqPn't 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana De Leon for Joanne Markiewicz Phone Number 252-8375 Purchasing Staff November 26,2014 Contact and Date Agenda Date Item was November 18,2014 Agenda Item Number 16.E.6 Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 2014-001 First Florida number if document is NumberNendor Name Integrity Bank to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency; Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters,must be reviewed and signed (` nl� by the Office of the County Attorney. �I "'" 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by th- BCC,all changes directed by the BCC have been made, and the document is ready fo the Chairman's signature. 16E6 MEMORANDUM Date: December 3, 2014 To: Diana De Leon, Contracts Technician Purchasing & General Services Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #14-001 "Retail Lockbox Agreement" Contractor: First Florida Integrity Bank Attached is an original copy of the contract referenced above, (Item #16E6) approved by the Board of County Commissioners on Tuesday, November 18, 2014. The second original contract will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8411. Thank you. Attachment 16E6 MEMORANDUM Date: December 3, 2014 To: Crystal Kinzel, Director Clerk's Finance From Teresa L. Cannon, Deputy Clerk Minutes & Records Department Re: Contract #14-001 - Retail Lockbox Agreement w/First Florida Integrity Bank Enclosed, please find one (1) copy as referenced above, approved by the Board of County Commissioners on Tuesday, November 18, 2014 (Agenda Item #16E6). If you should have any questions, please call me at 252-8411. Thank you. 16E6 Bank Use Only: CIF# Addendum First Florida . w Integrity rit Bank 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 16E6 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:/TreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx CA 16F6 . 6 F Bank Use Only: CIF # Addendum " • Board of County Commissioners Company N e: U ility Water and Sewer Fi •t Flori. • Integrity Bank Date Accep 7.: 111/18/14 By: 4 By: IA.rl•I Name: TOM In IN i Name: iL 0 Title: jp v j Title: / - /1 01 t AO e,e /‘6.-- r,. A... pprod as t fo ., and legality ATTEST //z_DWI T E. BROC , CLERK ,es, ZP c S R.Teach,Deputy County Attorney B. : psz 1:-;,':,St aG to'Ctlalrmaaf'S 1 b I Agenda 4034, id, ••. R a Data , C�, ,ti h Z Filename: T:ITreasuryOperations/Retail Lockbox/FFIBRetail Lockbox Agreement.docx 16E6 First Florida Integrity Bank "Q./4.10\c 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 Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc 16 Erb i. Business agrees to use a certified scanner(s) 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 C)I 16E6 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 (D 1 6E 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 16E6 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 1. 6E6 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 l6E6 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 16E6 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 GF 1__6E6 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 L6E6 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 2014-001is 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. 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 moteDe osit/R moteDe osi t.doc Filename:T:TreasuryOperations/Re p e p tAgreemen 16g6 whether 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/RemoteDeposit/RemoteDepositAgreement.doc 16E6 IN WITNESS WHEREOF,the parties have executed this Agreement effective as of the date written below. Business/C sumer me: Board of County Commissioners Utility Water and Sewer By: Print Name: TOM Hi NNIN Title: CHAIRMAN By: Print Name: Title: Date: 11/1 R/14 First lo da Integrit !Ban1 By: ..� �.A L r Printed Name: Xi q,-A i(! C/ 6 Title: P.-T e&s ©re+'a.l'► - Date: I'—a5 —i4 a /G •' i' , A prov as too d legality ATTEST* „ . / '( DWG-T E BRQCF ,CLERK l e _ Scott R.Teach, eputy County Attorney 1j25L_ Attest as to Chairman's Item# � Agenda I ( I ill (J Dace Rete Reed WAL 90, TMRDC0002 07/31/2014 12 Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc ATTACHMENT A 1 6E6 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 Scanner(s)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 �' 16E6 ' (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 Scanners)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 l6E6 � ATTACHMENT B BUSINESS COMPUTER REQUIREMENTS e a . e 1• �Y9E?f$03 <.i i.,` �;7sk.:,„�, ,F`. Version/Edition All except Starter Enterprise, Update I Apple iPhone(all models) OS 3.1 or Home Basic Professional, or Ultimate Internet Explorer 11 32 bit version only Editions Internet Explorer 32 bit Android-based 8 or 9version only All models with an 2+Mp auto-focus camera OS Internet 2.1.1 Explorer 8, 9,10,11 Updates All current critical Windows updates Processor 2.4 GigaHertz 2.4 2.4 Giga Hertz(GHz)or (GHz)or greater GigaHertz greater (GHz)or greater RAM 1 Gigabyte or 2 Gigabytes 2 Gigabytes or greater greater or greater Hard Drive 1.5 Gigabytes or greater available Space USB Port Direct USB 2.0 port(hubs,powered or not,are not supported) USB Cable A 6 foot USB 2.0 Hi-speed cable(included with scanner) Power Cable A power cable(included with scanner) Internet High-speed Internet connection Internet connection UPS Uninterruptable Power Supply(UPS)system is recommended TMRDC0002 07/31/2014 15 Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc U I (5E6 ATTACHMENT C REMOTE DEPOSIT SCHEDULE OF FEES Hardware Business agrees to use a certified scanner, as described in the Master Banking Services Agreement and it's Exhibits, from First Florida Integrity Bank if it should not already own one. The Consumer is responsible to use a certified twain flatbed scanner and/or mobile device independently purchased prior to setup. Digital Check Scanner with Inkjet Endorser—Single Feed$ 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 $220.00 Other Fees Monthly Maintenance—No Charge Per item fee—No Charge Note: Collier County does not maintain a secue Internet site as it is public site. Account number for scanner payment: N/A TMRDC0002 07/31/2014 16 Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc 16E6 ATTACHMENT D PROCESSING REQUIREMENTS 1. The total dollar amount per day transmitted by Business/Consumer shall not exceed$ 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 Filename:T:TreasuryOperations/RemoteDeposit/RemoteDepositAgreement.doc G 16E6 Bank Use Only CIF# Ift First Florida Integrity Bank Golden i,01' 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, 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. 16E6 , 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 ettabiishing 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 limit"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. "Oyeriimit Entry"means an Entry the amount of which would cause the aggregate amount of In-Process Entries to exceed the Entry Settlement Limit. 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 Limit,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:TtrreasuryoperatlonsMCHAgreement 2 16E6 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/ACHAgreement 3 �� 16E6 (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 Flename:T/TreasuryOperations/ACHAgreement 4 16E6 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. S. 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, (iii) 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/TreasuryOperat ons/ACHAgreement 5 (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 II 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 U 16E6 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 RDFT 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 2 1 6 E6 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 June 2014 Filename:T/TreasuryOperations/ACHAgreement �^ 8 .16 E6 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 Tamlami 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 er 14e6 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 agreement(s) 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 Filename:T/TreasuryOperations/ACHAgreement 10 16E6 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers. Customer Fl .Flo Ida Integrity,: Board of Co ty Cita/ 'ssioners Utility Water and B ty,::nk / / �, Sewer By; ,i i .✓11►���� By: �. Name: k : . IV r AI*t7 - Name: TOM HENNING 10 Title: i i` ' ...L.[ 4 0'_.! 0 ' ' ' Title: CHAIRMAN ter .� /�� / /1 Customer Li,e4 Pee.21" c h"t-// yes:„/,.4 By: Name: Title: ATTEST , pproved as to . : d legality -----\ DWI 'T E. BRO K, CLERK �j,i ELY:- S of R. each,Deputy County Attorney PaoCairman's' - s, nature GIl{y, Item# ttga2 Date enda Il fig II if pate in 13.liq ttec' r 410 June 2014 Filename:T/TreasuryOperations/ACHAgreement 1 1 ' Dep y r :t 9 i I 16E6 4 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. O 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 16 E 6 Processing Schedule Delivery of ACH 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. 0 June 2014 Filename:T/TreasuryOperations/ACHAgreement 13 1 6 E6 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 Instituion. 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 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. June 2014 Filename:T/TreasuryOperations/ACHAgreement 14 Schedule D ACH Processing Limits Bank Use Only: 16E6 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. CA June 2014 Filename:T/TreasuryOperations/ACHAgreement 15 Schedule E 1 b 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. I June 2014 Filename:T/TreasuryOperations/ACHAgreement 16 ._ 16E 6 „ „„„ - Electronic Banking Terms and Conditions Agreement Electron Bauidng This Agreement dacebes your rights and obligations as a user of the Electronic Banking Service.It also dee:riba the right'and obligations of Fiat Florida Integrity Bank.Please read this Agreement caref lly.As an authorized account bolder,you must abide by the terms and conditions of this agreement,and those provided to you at account opening,in order to use this Service. Customer Disclosure and Agreement to Receive Electronic Commaalcadons Federal Law requires that we obtain your consent before providing disclosures electronically.By selecting the"I Accept'hellos the first time you login to Electronic Banking,you are(I)acknowledging your rsee4ee of the Gdbnaat on listed below,(2)agreehrg that any contract you enter into with First Florida Integrity Bank for the provision of certain Electronic Baniorng Services,may be in electronic form,and(3)agreeing that certain information that may be delivered in connection with the Service may also be in electronic tonin. You an also acknowledging receipt of the following information and agree then • We may provide you with this Agreement and any revisions and amendments thereto in electronic form,and that,if you choose to accept the Agreement,you are consenting to enter into and are entering into an agreement electronically that will govern all future transactions you conduct using the Service. • We may provide you revisions and amendments to the Agreement and such other infocnriion,including but not limited to information under Regulation E and under oiler applicable banking or financial services laws or regulations in connection with the Service,electronically as a part atm Agreement or otherwise as a pan of the Service.While you may mint and retain a copy of the Agreement or any information provided to you in relation to the Service,we only provide these documents electronically. • You have a tight at any time to withdraw,without service charges,your consent to receive information eiectronicany.However,because the Agreement and die information are provided only in electronic format,your withdrawal of consent will terminate the Service. • if you wish to withdraw cement to receive information electronically,to laminate the Service,or to update your inibrmation such as a change of address,or email address,you may call Fint Florida integrity Bank(877)763-0244,or write a letter and send it to: First Florida Integrity Back Attention:Electraie Banking Department 3560 Kraft Road Naples,FL 34105 • You arc able to access information that is provided in the ammo 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 • If we suspect unusual activity may have occurred with your sign on credentials or account activity,we may contact you by telephone or email to verify the legitimacy of the suspected activity. Definitions The following definitions apply in this Agreement. "Electronic Banking"is the Internet-based service providing access to your account(s)under the terms set forth in this Electronic Banking Terms and ConditionAgreement "Online Account"is a First Florida Integrity Bank account Jim which you will be conducting transactions using a Service. "Business Day"refers to Monday through Friday,excluding holidays as determined by First Florida Integrity Bank.All Electronic Banking transaction requests received after 7:00 p.m.EST,or on a non-Business Day,will be processed immediately,but will not appear in the electronic history until the following Business Day. "password"is it series of numbers and/or letters that you select after the initial sign-on that establishes your connection to the Service.You will then choose your password in the First Florida Integrity Bank initial application process. "Time of day"references are to Easton Standard Time. "Token"is a email security device that provides an extra level of multi-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 offices the Service provided under this Agreement end holds the accounts accessed by the Service. "You"and"your"means you,the individual(s)who is identified on the account as the owner or authorized signer as the account holder on the aceount(s). Access to Services First Florida Integrity Bank will provide online instructions describing how to aro taw Electronic Banking Service.To gain access to this Service you will need the bank issued mer ID and password. Hours of Operation The Service is generally available 24 holm-a-day,7 days a week,except during special maintenance and upgrade periods,which routinely are scheduled between 1240 a.m.and 5:00 a.m. Use of Your Security Paseword.and/or Token The safety of our customers'accounts and account information is of paramount importance to Fiat Florida integrity Bank.We go through great lengths to protect confidentiality and the security of your account,and urge you to do the same.You agree nut to allow anyone to gain scup to the Service or to let anyone know your Password and/or Token used with the Service.You agree to regime r sponsibility for all tsmssctioms initiated through the Service with your User ID,up to the limits allowed by applicable law.While First Florida Integrity Bank continua to provide our customers with the level of online security we believe necessary and appropriate, customers who share their User IDs end Passwords endlor Tokens are giving up the full benefit of our security measures mid legal protections to which they may be entitled.No Finn Florida Integrity Bank representative will ever call and ask for your Password and/or Token pass code. If Your Password and/sr Token Has Been Lest or Stolen If your Password and/or Token has been lost or stolen,call Finn Florida Integrity Bank immediately at(877)763-0244,between 8:00 am.and 5:00 p.m.,Monday through Friday.Business account holders will assume complete liability for all fraudulent transactions.Telephoning First Florida Integrity Banc it the best way of minimizing your losses.You may also restore the security of your Service by immediately changing your Password.If you believe your Password and/or Token lee 11,1 54-7 1 6 E 6 been lost or stoke and you notify us within two(2)Buchan Days after you learn of the loss or theft,you can lose no mom than$50.00 if someone uses your Password. and/or Token to conduct unauthorized electronic finds=dm without your permission.Wyatt do NOT notify us within two(2)business days after you team of the loss or theft of your Password ander Token,and we can prove we could have stopped someone from using your Password sad/or Token to co duct unauthorized electronic Slade transfers without your permission if yon bad told us,you could lose as much as$500.00. Banking Transactions with Elcctroaie Banking In addition to viewing account infornutiom,you may use Electronic Banking to conduct the following transactions: • Transfer funds among your linked checking,savings,and money market accounts as well m make payments to your loan and line of credit accounts.NOTE:Because regulations mune First Florida Integrity Bank to limit ire-authorized transfers(including Electronic Banking transfers),the following limitations apply: Statement Savings send Money Market Accounts:You are limited to six(6)transfers to soothes account by means of pre-authorized,automatic transfer,telephone, electronic banking or mobile banking.Of these six(6),transfers may be by check,daft,debit card or similar order made payable to third parties.There is a fee of $10.00 per excess transfer per statement cycle;Includes in person and ATM withdrawals. •Bill Pay users can send payments to any U.S.address.Uses establish and manage payees in Electronic Banking. Once the payee is established,the user can schedule payments to that payee.Users can schedule one-time payments and recurring prymmts,manage their paymcats,and have access to their bill pay history. Payments established through Electronic Banking Bill Pay zee processed twice a day:I:00 p.m.and 2 00 a.m.The Bill Pay service is based on a processing art'Mole, 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 arrival data will be displayed. This is the date on which your payment is estimated to arrive to your payee.This is based on the processing date entered and the delivery method of the payment. Two methods of payment delivery are available through Electrode Banking Bill Pay:Electronic end 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'minded on the electronic payee database,all payments sent to the payee will be electronic.Users should allow at the maximum two C2)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 hoots of receiving payment instructions. Users should allow at the minimum seven(7)business days for check to reach the payee. •Bank-to-Bank Tread=may be performed within Electronic Banking. You may separately moll for the 13=k-to-Bank Transfer service("Service").This Service allows you to transfer funds between your linked deposit accounts at Finn Florida Integrity Bank and amain deposit amounts at other financial institutions. An inbound transfer moves funds into an account at First Florida Integrity Bank. An outbound transfer moves funds from an account at First Florida Integrity Beak to an account outside of First Florida Integrity Bank.You will need to enroll each of your non-First Florida Integrity Bank accounts that you wish to use for this Service.Yon 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 Fast 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 verification process.Verification instructors are displayed to you daring the enrollment process Funds requested to be transferred will be debited/arcdited from/to your First Florida Integrity Bank account the business day following the day you initiate the transfer,provided you have met the bank's cutoff time for submitting Bank-to-Bank transfers.In the case of a future dated or recurring tinter,these time limits will be the baseness day following the scheduled date of the bansfer.The cutoff time for initiating Menders is 4:00 p.m.Funds requested to be transferred will be debited/credited to the non-First Florida Integrity Bank account according to the receiving bank's availability and transaction processing schedule. Request for immediate routine of finds cannot be cancelled.Future dated and recurring transfers can be canceled unless the transfer stars is In Process,Pending,or Processed.Otherwise,you cannot cancel these ransoms. There currently are no fees for the Service.Feet are subject to change.Timmins are subject to the following limits unless otherwise agreed upon by you sad First Florida Integrity Bank: o Theo maxims per day not to exceed a total of$2,000.00 The above limit applies to the total of all Bank-to-Bmk transfers for all accounts enrolled in the Service. We may change your dollar limits and transfer limits at any time. Bill Pay and Bank-m-Bank madam these service=oe automatically tuned 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 maybe introduced for Electronic Banking from time to time.Pim Florida Integrity Bank will notify you of the existence of these new services.By using these service 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 will not send you a paper copy of any Communication from in,unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of an electronic Cona:1m.nat on 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 feet provided the electronic Communication to you. To=seat a paper copy,contact us by telephone at(239)3484000 or toll tax at(877)763-0244. We may ' change yon a reasonable service chatie fir the delivery of paper copies of any Communication provided to you electronically personal to your authorization. We reserve the right,but assume no obligation,to provide a paper(instead of eecurmic)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 em the options you request through our Electronic Beaking service. Protections Provided For Electronic Fonds Transfers Under Regulation E Regulation E and the funeral Electronic Fund Transfer Act affomd protections only to Individual consumers and do not include Maness/commercial organizations. Any protection from fraudulent ACH or wire transactions in your institution's accounts would be addressed in our financial institution's Your Denoeit Account Terms and Conditions Agreement and/or state lawn By fir the best paotsctim against such fraud is careful attention to nib computing practices,use of dual control features and other practices such as reviewing daily transactions in the account.According to the FDIC law,regulations,and related acts 6500(corsueer protection)Part 205 (electronic fund beaafms) Sections 1.I8,the primary objective of Regulation E is to protect lndnidaal eaasnmers engaging in electronic fund transfers(EFT). Regulation E,under the Electronic Puede Transfer Act,provides a framework that estsblishes the rights,liabilities,and responsibilities of those participating in BFf such as ATM trustee,bill payment services,point-of-sale benders in stores,and presuthorizai transfers including direct deposit and Social Security payments. Regulation E covens an individual consumer who authorizes a 5namaitl institution to el ctronicelly transfer funds to debit or credit his/her account. !Pape �A j'7 16E6 " _ . Under Regulation E,a consumer is not responsible for any unauthorized En involving the consumer's account only if they have complied with the disclosed requirements,including reporting dine of the unantboriaed transfer and other conditions are met by the consumer(see 205.76(1)(2)(3)).If a consumer abides by these timelines and reporting guidelines,the consumer will not be held responsible for ui mothorixed transfers. If Your Statement Shows Transfers That You Did Not Mabe If your statement shows transfers that you did not mike,notify First Florida Integrity Bank immediately at(877)763-0244,or write a letter and send it 1o. First Florida Integrity Bank Attention:Account Servicing 3560 Knit Road Naples,FL 34105 If you do not notify Feat Florida Integrity Bank within sixty(60)days after the statement was mailed to you,you may not recover any money lost atter the sixty(60) days which would not have been lost if First Florida Integrity Bade had been notified io time. Errors and Questions In case of errors or questions regrading an Electronic Banirmg tnasaction,you may call First Florida Integrity Bank at(877)763-0244,email 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 from you at the specified telephone lumber or address no later than sixty(60)calendar days after we seal you the first statement on which the problem or error appeared.We will need: • Your name and account number • A description oftiro arca 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 suspected error • The date an which it occurred If the report is made orally,we may require that you said the complaint or question in writing within tan(10)Bumps Days from your initial contact.We will notify you with the results of the investigation within tan(10)Business Days after you coated us and will correct 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 tin(10) Business Days for the amour t you think is in error.This will allow you to use the money during the time it takes us to complete our investigation.If your complaint or question is not received in writing within tin(10)Business Days from your original contact,we may not credit your account until the investigation is completed. If your notice of mor concerns a transaction that occurred during the fiat thirty(30)days attar the first deposit to the account was made,the applicable time periods are twenty(20)Business Days in place of tan(10)Business Days and ninety(90)calendar days in place of forty-five(45)calendar days. If we determined that no error occurred,we will send you a written notice within three(3)Business Days.You may request copies of the documents that were used in the investigation. You agree Mat First Florida Integrity Bank may respond to you by e-mail with regard to my claim of unauthorized electronic find transfer related to the Service.Any such electronic marl sant to you by Fast Florida Integrity Bank shall be considered received within three(3)Sadness Days of the date sent by First Florida Integrity Bank,regardless of whether or not you sign on to the Service within that time flame. Limit of First Florida Integrity Bank's Responsibility First Florida Integrity Bank agrees to make reesaasble efforts to ensure full performance of Electronic Banking.First Flo ida Integrity Bank will be responsible for acting only on those instructions lout through Electronic Banking that are actually received,and cannot mime immobility for circumstances over which the bank Ins no di act control.This includes but not limited to,the failure or malfunctions in communication facilities,which may affect be accuracy or timdiros of messages you said. Any infokmation you receive from First Florida Integrity Bank is believed to be reliable.However,it can early be provided on a best-efforts 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 information or for any investment or other decision made using this information. First Florida Integrity Bank is not responsible for any foes incurred for Intend access,or for any computer virus or related problems that may be attributable to services provided by any Internet access service provider. You are responsible for obtaining,installing,maintaining,and operating ail computer hardware and software necessary for performing Electronic Banking.First Florida Integrity Bank will not be responsinle for any errors or failures from the malfunction or failure of your hardware or software. The limit of First Florida Integrity Bank's liability shall be as expressly set mark herein.Under no circumstances will First Florida Integrity Bank be liable in COMM; tort,or otherwise for any special,incidental,or consequential damages,whether or not foreseeable.By consenting to use the Service,you agree to waive any and all right to any of the almdaid,and you acknowledge that the limit of your remedy is as otherwise expressly set forth herein. First Florida Integrity Bank's Responsibility First Florida Integrity Bank will be responsible for your actual losses if they ware directly caused by our failure to: • Compote an Electronic Funds Transfer as properly requested • Cancel an Electronic Funds Transfix as properly requested. However,we will not be responsible for your losses 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 lategrity Bank,the Mimedoo would have caused you to exceed your available credit. • Circumstances beyond ow cannot(e.g,fire,flood,power outage,mail delivery delays,equipment or technical flame or breakdown)prevent the transfer,despite reasonable precautions that we have taken. • There is a hold on your account,or if access to your account is blocked in accordance with banking policy. • Your funds are subject to legal proems or other encumbrance restricting the transfer. IPake 5ie / 1 6 E_ . _ _ 6 • Your transfer aufhairation terminates by operation of law. • You believe someone has accessed you accom is without your permission and you fail to notify First Florida Integrity Bank immediately. • We have received incomplete or insatiate information Rom you ora third party involving the account or transfer. • We have a reasonable basis for believing that=authorized use of your Password and/or Token or account has occurred or may be occurring,or if you default under this Agreement, the Deposit Account Terms and Conditions Agreement,a credit agreement,or any other agreement with us,or if we or you terminate this Agreement There maybe other exceptions stated in this agreement and in other'gramma with you.in no event shall we be liable for damages in excess of your actual loss due to our fslbrc to complete a transfer,and we will not be liable far arry incidental or consequential damages. If any of the circumstances listed above shall occur,we shall exist you with reasonable efforts hi taking appropriate corrective action to reprocess the transaction that may not have bees completed or to carat incorrect transaction that have been processed. Electrsale Mail(Email) If you send First Florida integrity Bank an electronic marl message through the Service,First Florida Integrity Bank will be domed to have received it on the following Business Day.Emuls will be answered within a reasonable timefame. You should not rely on electronic mail if you need to communicate with First Florida Integrity Bank immediately(e.g.,if you need to report an unauthorized transaction from one of your accounts,or if you need to stop a payment that is scheduled to occur). You agree that First Florida Integrity Bank may respond to you by electronic mail with regard to any matter related to the Service,including responding to any claim of unauthorized electronic funds transfer that you make.Any such electronic mail sect 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 to the Service within that time frame. Other Agreements In addition to this Agreement,you and First Florida Integrity Bank agree to be hand 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 accounts at Fust Florida Integrity Bank,including the charges that may be imposed for electronic • funds transfers or the right to make transfers listed in the fee schedules accompanying those disclosures and the fee schedule at the end of this Agreement We will automatically deduct any fees related to this Service front your account each month.All teams and conditions of the disclosures provided to you at account opening, including but not limited to,the Truth in Savings,Electronic Fund Transfer Disclosure.Your Deposit Account Terms and Conditions Agreement apply to this Service. Modifications to this Agreement First Florida Integrity Bank may mod*the tams and conditions applicable to the Service from time to time upon mailing or delivering a notice of the modification"to you at the address shown on our account records,and the revised tams 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 itis sent We reserve the right to terminate this Agreement and your use of the Service in whole or in part at any time without prior notice. Disclosure at Information to Third Partes/Privacy Polley A copy of First Florida Integrity Banka Consumer Privacy Statement is available upon request at my of our Manche',or can be marled to you upon request by calling First Florida Integrity Bank at(S77)763-0244,or writing a atter and sending it to: First Florida Integrity Bank Attention:Compliance Officer 3560 Kraft Road Naples,FL 34105 You can also access our Policy online by clicking on the Privacy Policy link on the First Florida Integrity Bank Website:www.fintloridaintegritybank.ctml Inactivity/Termination You are responsible for complying with aII the Lerma of this Agreement and with the terms 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 any reason;or if you do not pay any fee required by this Agreement when due,if you do not comply with the Agreement governing your deposit or loan accoms,or your sccoemta are not maintained in good standing.We will promptly notify you if we Laminate 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 an to the Service or have any r transaction scheduled through the Service during any consecutive six month(180 day)period.If your account is considered inactive,you must contact us to have the Service activated before you will be able to schedule may Demotion through the Service. To cancel the Electronic Banking,you must notify First Florida Integrity Bank.Your notification should include your name,address and the effective date to stop the service_You may notify Fiat Florida Integrity Bank by one of the following methods: • By calling(877)763-0244 • By writing a letter and sending it to: First Florida Integrity Bank Attention:Electronic Banking Department 3560 Kraft Road Napks,FL 34105 Federal Law You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction atlbcting Interstate commerce that is subject to the federal Electronic Sig stores in Global and National Comma=Act(E•SION),and that you and we both inlaid that the Act apply to the fallen extent , possible to validate our ability to conduct business with you by electronic moans. This Agreement is governed by the laws of the Statepf Florida and applicable fe doral law(s). 020/4'—00/ 4'' - Fee Schedule /47/e} � /"I aS r (.N W lLSi f�r Ccs 49 Ve-e t e47 Fust Florida Integrity Bank o and convenience of the Electronic Banking service to you at no monthly charge.Account A-tach,wire transfer sad stop payment charges will be assessed rata published in First Florida Integrity Banks Fee Schedule and deducted from your account when initiated by you. :iPrge Ski 16E6" _ . _ AU fom are subject to change.First Florida Integrity Bank will notify you in writing regarding any fee changes at least thirty(30)days in advance of the effective date of these changes. Security Measures Fast Florida integrity Bank is constantly developing and implementing security eahence nente to ensure the integrity of our Electronic Banking sawn.Our goal is to protect the confidentiality of your amount and personal data and comply with all applicable banking regulations misting to the safeguarding of your data.The me, collection and retention of client information is detailed in car Policy;however,there are certain Privacy cy, topics related specifically to ealieelbankhtg we would like to •here with you We wive to inane the security of your banking informed=online.These standards include: •Your banking information never travels the intanet without encryption protection.When you click on"Login",we encrypt your Electronic Banking User ID and Panword using Secure Sockets Layer(SSL)technology.The secure connection is established before your User ID and Password are transmitted and maintained for the durtdion of your online banking session. • After initial login,we require you to cheap your Electronic Banking password bore any transactions can be requested. • Password guessing is deterred with a lock-out future.The system will authentically lock a user out of the banking system when an incorrect password is used three r times consecutively. • We provide the date of last access to the system after login for your own monitoring purposes. • Login sessions have a time-out limit requiring you to login again after a tea(10)minute period of icactivky. We have implemented security frahmea that allow you to verify an image that you have en option of selecting yourself This will provide additional checks to verify your identity once you are logged in to your accounts.Users will also be prompted to select three(3)security questions out of the random ten(10)available. After answering the questions and clicking on Submit,you must confirm the answers to motion.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 anew=aro submitted,you may continue as normal If the incorrect answer is entered for any of the security questions,you will receive an error message and be re-prompted with the same questions.The customer has three(3) opp:enmities 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 irdhamation cm this security feature,login to your Electronic Bunking account and review the Security Feature FAQs. In addition,there taw saw that yea can take to protect your account rad permed information while peeforw,ing malas financial b!wasactiasa While we cowdare to do everyiking possible to eaters the seamtry ofsaw system,we are not responsible for any breach of warily that Jr outside of our control. Electronic Banking Security Guidelines • Always crone a strong unique Electronic Banking password comprised of four(4)to sixteen(16)alpha numeric characters. • Select a password that is hard to guess by using random letters,numbers and symbols.Do not use a word that can be found in the dictionary.Do not tree readily identifiable information such as your name,birth date,child's near,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 me the"moa password"option with your Internet browser software(example:Explore,Firefox,etc...)on your computer. • Do NOT write down your password or reveal it to anyone,including bank associate.If you feel your Electronic Banking User ID or Password have been stolen or cemprombed,change your Els aronle Bandag password. • Change your password regularly.We recommend changing your password every sixty(60)to ninety(90)days. • Remember to log out when you aro finished banking online or l+rive the mom for a few minas. • Avoid using Public Internet Access Terminals when conducting your online banking session. • For added security,use a RSA secure token in conjunction with a user ID and password.For more information or to obtain eine,contact us at(877)763-0244. Personal Computer Security Guidelines • Always use a current Internet browser with 128-bit encryption that supports secure and private transactions.Use the built-in security featrnes 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 oul Updates operating system Sem Packs since ssod Intel:net broweer updated with patches ecurity issues, vendor's website.For example,use Microsoft's Windows Update feature and installthe • Use virus aid apyware protection software and update the software regularly in order to detect new threats. • Use permed firewall software,especially if you connect to the Internet with a broadband(id.cable or DSL)connection. • If your computer is on a wireless network,enure that the muter settings are same. • Use caution when downloading isles,installing software or opening email attachments from unverified or unknown sources. - Helpful links: hugs://www.micrceofcom/atbonedamurity hupi/etaysabecnlineinfo.com/ First Florida Integrity Bank provides an educational website to assure that our customers have the most up to date security information at their finger tips.This link will be provided once you log into Electronic Banking. Internet Feud"Pbbhing" Phlebitg Is a method developed by sammers and hackers to get unsuspecting victims to reveal their personal inflamed=rad is a contributing lector to the rise in identity theft.The most common method of phishing involves cleverly designed c-mails which claim to be from reputable companies with whom the recipient may or may not have a relationship.The bogus e-mail requests the recipient to confirm personal informed=such as client ID,passwords,account numnbas,etc.The e-mail may instruct you to"update"or"validate"your personal information via e-mail or direct you to a phony web site that looks hie a legitimate web site. 'IPare 5/el 16E. _ , 6 • First Florida Integrity Bank will not ask you to enter your personal information m an e-mail link or send such information in an amahl You should only share information about your account though the secure Message Center in Electronic Banking.If you receive suck a request It an a-mall,notify First Florida Integrity Bank immedlatdy at(377)763-0244 or send a secure e-mail to First Florida Integrity Bank through Electrode Banking. • Look for secure web pages when entering your password or financial information.Using Internet Explorer,most secure web pages begin with httpe-JI and display a , padlock icon in the bottom right coma of the browser window.A locked padlock,or a key,indicates a mane connection and an unlocked padlock,ora broken key, , indicates an emacaned connection.If this is not eppaaat,you can review the Propeties of the web page to verity that it is secure.If you are not using Internet Explorer,consult the Help Option or Properties an your browser to determine the security of web paprs on your system. `r • Look for legitimate web pages when=teeing your password or{manual information.Non-legitimate web pages may use a common misspelling of tho employ's name in the web address o may add a word,symbol,or number before or after the name. Cask Management Administrator/Authorized Users First Florida Integrity Bank is authorized to receive and process any electronic oonmimoication or instruction from the Authorized User on behalf of the Company which ere submitted through the Cast Management Electronic Banking Service,using a valid Access ID/Token/Pass Code. Administrator Fall Access Rights Include • Balance Inquiries • View account history • View images of checks posted to the account • 'Transfer between accrnma • Make loan payments • Place stoop payments • Sec up and conduct bell payment transactions • Initiate ACH Origination(if Company Is setup for this service) • Initiate domestic wire transfers(if Company is setup for this service) • Set up&control User access to specific family= • Set up&control user access to specific accounts • Ser up&control user access to a dollar amount Business Computer Security Guidelines Sound Business Practices for Companies to Mitigate Corporate Acoosat Takeover Corporate Account Takeover is a type of business identity theft in which a criminal entity steals a company's valid online banking credattials.Small to mid-sized businesses remain the primary target of criminals,but any business can fall victim to these comes.Attacks today are typically perpetrated quietly,by the introduction of maiware through a simple email or infected website.For businesses that have low resistance to such methods of attack,the malwarc introduced onto its system may remain undetected for weeks and even month.Introducing layered security processes and procedures,technological and otherwise,and oder tightened security efforts, can help protect businesses front criminals seeking to drain accounts and steal ce rfide tial inks:madm These increased security procedures may help reduce the incidence of,and mitigate the 5naociai losses,business risks,and reputational damage that can result from such attacks. Sound bummers practices for companies of all sizes to consider whee reviewing and implementing security procedures is to mitigate the threat of Account Takeover. The sound business practices outlined are not meant to be tat=as the omissive approach businesses should implement to address the risks associated with Account Takeover,nor ate they meant to be considered mandatory requirements.No single security measure alrse 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 business must identify its own risks,and design and implement the appropriate security measures 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 Informed Account Security: ppi o Dual Control o Reconcilement ` o Account Services o Reporting of Suspicious Activity o Credentials Layered System Security It is recommended that a business: • Use appropriate tools to prevent and deter=authorized access to its network and periodically review such tools to=sure they are up-to-date.These tools include: o Firewalls o Security suites o Anti-botnet,anti-maiware,and anti-smart programs o Encryption of laptops,hard drives,VPN's or other communications channels o Education of all computer seers :usage S1L� J 1. 6 E 6 . 44 • Install robust anti-virus and security software for all computer wodortadona and laptops and ensure that such software automatically is patched regularly and mums* current ent • Implement multi-layered system security technology. Anti-vias software alone will not protect a business from moat threats.Layering security software constructs a multi-level barrier between business'networks and criminals attempting to access such=wad= ' Implement security suites so all security options(i.e.,firewall,anti-virus,anti-epywere,anti-maiware,etc.)work harmoniously to provide superior protection since i security programs Brom multiple companies sometimes do not work well together,often working against each other which could leave the compute just as vulnerable as if they had no protection. Online Baaklug Safety It is recommended that a business: • Create a same Emencial 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 ral Web browsing and social networking. • Verify use of asecure session(`httpe")in the browser for ail online banking. • Disallow the conduct of online banking activities from free Wi-Ft hot spots Lice airports or Internet cafes. • Cease all online banking activity if the online banking application`looks'different than usual.Do not continue and contact the financial msttdmon immediately. Education it is recommended that a business: • Educate all computer users about cybercrimes so everyone undimmed'that even one infected computer can lead to an account takeover.A user whose computer becomes infected can infect the entire network.For example,if an employee takes their Lptop home and accidentally downloads credential-stealing malware, criminals could gain access to the business'entire network when the employee connects at work.All users,even those with no financial responsibilities,should be educated about theme threats. • Always ask,"Does this email or phone call make sense?"Educate all employees to think critically about each entail and phone call received.A business should advise its employees to: o Do not open suspicious mails or emaih from unknown parsons.Even opening an email may expose a computer and the network to malwate. o Ask,"Does this make sense?"before taking action in response to an email. If an email is suspicious,do not click on the link or open the=claims. The link can take the user to an infected website or download a malwmn program.Miswrite,attachments and sip fibs(compressed files)can contain I malware.Users should be instructed to simply delete the suspicious email and not to click the link or open the attachment Users can also inquire of a domain lookup service lie"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 emesis or calls purporting to be from a financial institution,government agency or other organizatims requesting account information,account ye:Meabcm or banking access credentials such as ul mrmes,passwords,Personal Identification Numbers(PINS)and similar information.If such a suspicious email is identified or call Deceived,the business should call the financial insulation to verify legitimacy.The business should not call the phone number included in the email,click on the link 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 educational website annually.Log in information and instructions will be provided at the time of your initial set up and annually thereafter. Webdtes Its recommended that a business: • Block access to unnecessary or high-risk websites.At a minimum,a business should prevent access to websites that employees should not visit dining work hours. Common sites that airy a high-risk are adult ent,online gaming,social networking,and personal east. User Account It is recommended that a business: • Eatabliah user accounts for every computer and limit administrative rights.Many malware programs require the user to have network administration privileges to infect the computer. • Employ`user"settings to avoid accidentally downloading a credential-stealing program.Many small and mid-eked buainesses allow all employees to be the k network administrator of their computer.Moat malware requires the user to be logged in as the network administrator for the malicious program to download • Require all employees use strong passwords and change their passwords frequently on both the computer and online banking access. • Promptly deactivate or remove access rights from employees that no longer require 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 huge payment being initiated fraudulently.First Florida Integrity Bank allows customers to set a"user limit"for ACH and wire transfer initiation.hi addition,a dual security setup will protect from these high risk transactions. Staying Informed It is recommended that a business: • Stay informed about debases to account takeover.Since cyber threats change rapidly,It is imperative tint all businesses stay informed about evolving threats and adjust security measures timely.Among other things,this can be done by connecting with alert groups,businesses and industry resources about threats and frauds. • Perform an internal risk assessment annually to determine the vulnerabilities within your own environment. if you are interested in performing an uarusment,please contact Electronic 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 authorisation.Dual control involves file(nation by one employee with file approval and release by another employee cc a different cumpotor.Or,require dual use of tokens where a single employee creates a file,but can only ;IPrve ` s/c7 1 6 E 6 •• " • release the same file by logging in a second time using a new peaacode on the token.Avoid having employees initiate and authorize payment transactions with administrator manuals. als. Receucllement It is recommended that a business: • Reconcile accounts online daily;ata minimum,review pending or recently soot ACH files ami wire tnnsfera. Account Services It is recommended that a airiness: • Take advantage of appropriate account services offered by First Florida Integrity Bank Lice positive pay,security tokens,debit blocks,callbacks etc. ft is a requirement of First Florida Integrity Bank that all customers that are initiating high risked trmmwctions use Secure Tokens. • Use multi-theme and multichannel authentication for accounts that are permitted to initiate finds transfers.Multi-factor authentication includes at least two(2)of the following:I)something the person knows(User ID,PIN,password),2)something the person has(password-gmasting token,USB token),and 3)something the person owns(biometrics,i.e.fmgaprmt sun). Higher risk trasuroions,such u ACH origination and wire transfers,are controlled with extra layers of security.First Florida Integrity Bank requires: • RSA secure tokens are required for an companies that perform high risk transactions unless a waiver is signed • Multi-factor authentication(MFA)security questions on transaction processing. • Establish trsosmetion dollar limits per user,per day and number of transactions. • Dual Security which requires two news to sign into electronic banking to perform the transction(one to input the transaction and toe to approve it)is highly recommended Aur ACH origination and wire teansfms. • Alerts may be setup by each user so that an email is seat when each transection is performed. • 2417 monitoring performed on all high risk transactions. • "Out of Band"verification is performed by phone call,email or text to verify all anomalies that are detected. • Requite annual self assessment;performed by Cash Mamga neat mets performing high risk transactions. • Monitoring of carotin type of administrative changes are performed and verified what suspicious changes are made. First Florida Integrity Bank also offers other controls to is customers to mitigate transactional risk: • Positive Pay services are offered to all Cub Management customs.The customer provides the bank a filo of issued transactions. Anything that posts to the account that was not in the file,with an incorrect amount or check number will be considered an exception and requires the customer to review for acceptance or return. • ACH blocking prevenm unwanted ACH activity form certain originators or all ACH debits or credits from posting to dm account Reporting of Suspicious Activity 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 fraud.A business should report anything unusual to First Florida Integrity Bank at(877)763-0244 or chailiagitailigidwon immediately such as log-ins at strange times of day,new user accounts,mautharized transfers,etc.,so we can immediately block the account and monitor activity. Credentials It is recommended that a business: Not use administrator credentials fused 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 transactions.The criminals can even use the administrator credential to lock legitimate users out of the system.First Florida Integrity Bank will also monitor administrative changes and alert you to verify any changes. Security Controls that First Florida Integrity Bank Provides for Your Online Aeeoant Transactions •Enables alerts on unusual online account activity •Blocks wire tranrfea to countries that aro on the suspicious activity list from the Office of Foreign Assets Control • Delays transactions or batch processing of money transfers •Gives the option to create a"white list"containing all the approved accounts between which transactions may take place •Provides ability to require dual control to complete transactions • Security monitoring of online transactions for anomalies •Provides education to customers on how to protect their online transactions •Provides multi-factor authentication o Out of had token/pin delivery,via text,or entente/ad phone calls o Uses out-of-wallet security questions for online socomt access •Audits commercial customer with internal risk assessment for transaction environment Remote Deposit Captare 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 tic the Remote Deposit Capture Disclosure Agreement.You are reepoasrble for reading the disclosure apeman prior to using RDC. You will comply with all the tams of this Agreement and with the tams of the agreement governing the deposit accoimm which you access using electronic banking services.We can terminate your RDC privileges under this F : Agreement without notice to you for any reason.Additionally,this Agreement has been incorporated into our Electronic Banking Tams and Conditioner Agreement which is available within Electronic Banking under the Agreements kink r� IP•tte 5111-1 16E6 Bank Use Only: CIF# First Florida Integrity Bank � a � Y 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. Filename: T:/TreasuryOperations/Wholesale Lockbox fFFIBWholesale Lockbox Agreementdocx 1 16E6 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:/TreasuryOperations/Wholesale Lockbox/FFIBWholesale Lockbox Agreemeat.docx 16E6 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. 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 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:JTreasuryOperations/Wholesale Lockbox/FFT.BWholesale Lockbox Agreement.docx 16E6 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 of County Commissioners Utility Water and Sewer . Company ame: Fi .t F 'Ma Intelrity ank Date Acc:Ated: 1_ 18/14 / a By: _ _ ./ By: ,4�.. . 41 I ! / • a TOM HENNINe, Name: Nancyfrir ega Title: CHAIRMAN OF Title: SVP— reasu erations • ATTEST` ... ,r;� 2 DWIGHT E. BROC• ;.CLERK Ap roved as to 7 and legality • tieilt a ^ lsuli `? '�'�° Scott (.Teach,Deputy County Attorney slgr ature only Item# 1112_62 AgenDateda l l l t Date 'imoram. LAI deputy K Filename: T:/TreasuryOperations/Wholesale Lockbox/FFIBWholesale Lockbox Agreement.docx