Agenda 09/23/2014 Item #13A9/23/2014 13.A.
EXECUTIVE SUMMARY
Recommend the Board of County Commissioners (Board) approve the attached newly
proposed three party agreement for Banking Services between the Clerk, the Board and First
Florida Integrity Bank and acknowledge any waivers of the Board's Purchasing Policy as the
solicitation was made in accordance with the Clerk's purchasing policy.
OBJECTIVE: That the Board of County Commissioners (Board) approve the attached agreement
for Banking Services.
CONSIDERATIONS: The Clerk of Courts is a separately elected Constitutional Officer. The Clerk
is the Accountant, Auditor, Keeper of Court and Public Records as well as Custodian of County
Funds. In this capacity, the Clerk has historically handled countywide banking services for the
Board Agency, Supervisor of Elections (by agreement) and the Clerk's Agency.
At the September 9, 2014 meeting (Items 10C and 13B) there was a concern regarding the legal
sufficiency of the agreement presented for banking services. Concern centered on the omission
of the Board as a party to the agreement and inclusion of the Board in certain contract
provisions. In an effort to provide continuing banking services in a cooperative and
consolidated manner, the Clerk is presenting a newly proposed three party agreement between
the Clerk, the Board and the Bank (First Florida Integrity Bank). We have added suggested
contract language without any hesitation.
It has been requested that we include in our request that the Board acknowledge the waiver of
Board purchasing policies as this was procured through the Clerk's purchasing policy.
While the Clerk believes that the agreement is legally sufficient with or without Board approval,
he would prefer that this be a joint and cooperative agreement. The agenda item of September
Stn was intended to discuss any issues and offer the opportunity for agreement.
Recognizing that further delay may cause more significant impacts to both County and Clerk's
staff and operations, as well as unnecessary cost to the public, the Clerk is requesting that the
Board review and approve the newly proposed three party agreement with First Florida
Integrity Bank.
FISCAL IMPACT: First Integrity proposed a fixed cost of $360,000 for the life of the five year
contract, while the other three proposers based their cost proposals on banking transaction
activity levels. There are no costs associated with the First Integrity proposal for FY2015 for
base banking services. The next lowest cost proposer (Fifth Third Bank) generated an estimated
cost of $1,008,874 over the five year life of the contract. The other banks' calculations were
based upon per item cost proposals for average actual transaction volumes. First Integrity's
proposal is an estimated cost savings to the taxpayer of $648,874 over the 5 year contract life.
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RECOMMENDATION: That the Board approve the attached newly proposed three party
contract for banking services and acknowledge any variations from the Board's purchasing
policy as the solicitation was made under the Clerk's Purchasing Policy.
PREPARED BY: Clerk of Courts Agency
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COLLIER COUNTY
Board of County Commissioners
Item Number: 13.13.A.
9/23/2014 13.A.
Item Summary: Recommend the Board of County Commissioners (Board) approve the
attached newly proposed three party agreement for Banking Services between the Clerk, the
Board and First Florida Integrity Bank and acknowledge any waivers of the Board's Purchasing
Policy as the solicitation was made in accordance with the Clerk's purchasing policy.
Meeting Date: 9/23/2014
Prepared By
Name: JohnssenDerek
Title: Assistant Finance Director
9/17/2014 12:16:16 PM
Submitted by
Title: Assistant Finance Director
Name: JohnssenDerek
9/17/2014 12:16:18 PM
Approved By
Name: KinzelCrystal
Date: 9/17/2014 12:42:02 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 9/18/2014 11:24:09 AM
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9/23/2014 13.A.
Contract Number 2014 -001
MASTER BANKING SERVICES AGREEMENT
The Master Banking Services Agreement ( "Agreement ") is entered into as of the 15` day of November,
2014 among the Clerk of the Circuit Court and Comptroller of Collier County, Florida ( "Clerk "), the Collier
County Board of County Commissioners ( "Board ") and First Florida Integrity Bank ( "Bank "), collectively
the "Parties."
Recitals
WHEREAS, the Clerk has requested that the Bank provide certain banking and treasury management
services (collectively, the "Banking Services ") to the Clerk; and
WHEREAS, the Board has requested Banking Services through the Clerk, as the custodian of the Board's
funds, for the Bank to provide certain banking and treasury management services; and
WHEREAS, the Bank has agreed to provide the Banking Services to the Clerk and the Board; the Clerk
and the Board have agreed to accept the Banking Services, upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby
covenant and agree as follows:
Section 1. Purpose and Effect of this Agreement:
Delineation of Banking Services
The banking services to be provided to the Clerk and the Board by the Bank shall consist of:
(a) Each of the specific requirements, terms and conditions set forth in the Request for
Proposal (RFP) 2014 -001 Banking Services (Exhibit A) dated May 12, 2014 which RFP is
hereby incorporated by reference in its entirety; and
(b) Each of the services, terms and conditions set forth in the Bank Proposal (Exhibit B)
dated June 13, 2014, which Bank Proposal is hereby incorporated herein by reference in
its entirety; and
(c) Each of the terms, conditions and provisions of the specific banking service agreements
provided for in the Exhibits detailed in Section 14 of this Agreement, hereinafter
collectively referred to as the "Exhibits," which are attached hereto and made a part
hereof. Unless the context requires otherwise, all references to this "Agreement," and
use of the terms "herein," "hereby," "hereof," "hereto," "hereunder" and the like shall
be deemed to include the RFP, the Bank Proposal, all other Exhibits attached hereto,
and this Agreement.
Section 2. Controlling Provisions
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Except as otherwise specifically provided in Section 6 hereof, in the event of any conflict
between the specific provisions of this Agreement or any of the Exhibits hereto, on the one
hand, and the requirements or provisions of the RFP and /or Proposal, on the other hand, the
requirements or provisions of the written Agreement shall control. Wherever possible, the
provisions of all documents shall be construed in such a manner as to avoid conflicts between
provisions of the various documents. It is the intention of the Parties that the Exhibits hereto set
forth the day -to -day operational procedures to be complied with in connection with the Clerk's
ordering of and the Bank's provision of specific banking services covered by the Proposal. In that
connection, the Parties hereby acknowledge and agree that, in the event that the Clerk or the
Board elects to utilize any banking services not specifically set forth in the Proposal, or in the
event that the Bank, in the normal course of its business, develops specific service agreements
in the future for banking services requested by the Clerk or the Board in addition to those
covered by the Exhibits hereto, the Parties will execute specific service agreements with respect
thereto. Such agreements shall be consistent with the terms and provisions of the RFP, the
Proposal and this Agreement, and in form and substance reasonably acceptable to the Parties,
and such agreements shall be deemed to be a part of and subject to this Master Banking
Services Agreement, whether or not so stated in such service agreement.
Section 3. Services to be Rendered
The Clerk may establish a reasonable number of additional demand deposit accounts or time
deposit accounts with the Bank at no extra cost.
All banking services and online services, specified in Exhibit B of this Agreement, shall be
available at commencement of this Agreement.
The Clerk and the Board reserve the right to segregate merchant services, retail and wholesale
lockbox (Lockbox) and other associated electronic services related to merchant services and
Lockbox initially, or with sixty (60) days written notice to the Bank at any time during the term of
this Agreement. Any segregation of services shall be reflected in a corresponding decrease in
the monthly fee as specified in Exhibit C of this agreement. The Board shall have the right to
independently enter into separate service agreements at any time during the term of this
Agreement.
Section 4. Payment for Services
Subsequent to the first year of service, which is without charge, general banking and custodial
fees shall be billed on a monthly basis pursuant to Exhibit C and shall be paid in accordance with
Florida's Prompt Payment Act, Florida Statute 218.74. Payment for merchant services, or any
additional services agreed upon, shall be billed on a monthly basis with sufficient detail to allow
the Clerk to assess services used and paid in accordance with Florida's Prompt Payment Act,
Florida Statute 218.74. In no event shall the fee for general banking services and custodial
services exceed $7,500 per month, excluding merchant services, for the initial term of the
contract.
Section S. Interest Rate Paid on Collected Balances
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All balances available for overnight investment shall earn interest as indicated by the formula in
Section III, Scope of Banking Services of the RFP at 95% of Daily Effective Federal Funds. The
interest rate on available balances shall never fall below 25 basis points. The Bank reserves the
right to offer a more favorable interest earnings rate, provided that the interest rate on
available balances shall never fall below 95% of Daily Effective Federal Funds or 25 basis points,
whichever is greater. All balances in excess of the $250,000 Federal Deposit Insurance
Corporation (FDIC) irisurance shall be collateralized by the Bank in accordance with all applicable
Florida laws. Account statements shall be provided on a monthly basis.
Section 6. Representations, Warranties and Covenants
(a) The Bank hereby represents and warrants to the Clerk and the Board that it has full
power and authority to enter into this Agreement and fully perform its obligations
hereunder without the need for any further corporate or governmental consents or
approvals, and that the persons executing this Agreement are authorized to execute and
deliver it. Assuming the due authorization, execution, delivery, legality and
enforceability hereof by or against the Clerk and the Board when executed and
delivered by the Parties, this Agreement will constitute a valid and binding agreement of
the Bank, enforceable against it in accordance with its terms, subject only to the
application of general principles of equity and limitations arising from bankruptcy,
insolvency, moratorium and other similar laws affecting the rights of creditors generally.
(b) The Bank has not employed or retained any person employed by the Clerk to solicit or
secure this Agreement and it has not offered to pay, paid, or agreed to pay any person
employed by the Clerk any fee, commission percentage, brokerage fee, or gift of any
kind contingent upon or resulting from the award of this Agreement.
(c) The Bank is aware of the conflict of interest, and ethics laws, of the ordinances of Collier
County and rules and regulations of the Clerk and the Board, and of the State of Florida,
and covenants that the Bank will fully comply in all material respects with the terms of
said laws, ordinances, rules and regulations.
(d) This Agreement constitutes a valid and binding agreement, enforceable against it in
accordance with its terms, subject only to the application of general principles of equity
and law and limitations arising from bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally. The Clerk further represents and
warrants to the Bank that it has authorized the Clerk's Director of Finance and
Accounting, or persons designated by them in writing, to execute and deliver
documents to the Bank as necessary hereunder or reasonably deemed appropriate by
such officers to effect the transactions contemplated hereby. The Clerk acknowledges
and agrees that the Bank is fully authorized and directed to accept orders, requests and
authorizations from such officers on the Clerk's behalf in connection with the
implementation or provision of any of the banking services covered by the Proposal.
Such authorization and direction shall not be deemed to prohibit or preclude the Bank
from relying upon actions or requests of Deputy Clerk's so long as the Bank reasonably
believes, in good faith, that such persons have been authorized to act on behalf of the
Clerk or the Board.
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(e) At the request of the Bank, the Clerk and the Board agree to cause its designated
officials or their designees to execute such signature cards as the Bank deems
reasonably necessary for purposes of establishing appropriate security measures in
connection with the banking services to be provided hereunder. The Clerk and the
Board agree to provide any and all documentation the Bank requires to execute and
appoint such designated officials or their designees.
(f) The Bank covenants to provide the Clerk, and when requested by the Board, with
quarterly updates to the Bank's Qualified Public Depository status and current pledge
level (25 %, 50 %, 110% or 150 %) commencing quarter ended December 31, 2014.
Section 7. Indemnification
The Bank shall indemnify and hold harmless the Clerk, the Board and their authorized agents
and employees from or on account of any losses, costs, claims and damages resulting from any
breach of fiduciary duty committed during or on account of any operations connected with this
Agreement and by any act of negligence in connection with the same; and by or on account of
any negligent act or omission or willful misconduct of the Bank or its subcontractors, agents,
servants and employees and from any breach of this Agreement. The Bank further agrees to
indemnify and hold harmless the Clerk, the Board and their authorized agents and employees
against any claims or liability arising from or based upon the violation of any applicable federal,
state, county or city laws, by -laws, ordinances or regulations by the Bank, its subcontractors,
agents, servants or employees and from any breach of this Agreement.
Section 8. Limitation of Liability
Notwithstanding any other term or provision of this Agreement, the Clerk and the Board shall
not be liable to the Bank for any amount in excess of the actual loss sustained by the injured
party, and in no event shall the Clerk and the Board ever be liable hereunder or in any action in
tort arising out of the services or relationship to be provided or established hereunder for any
indirect, special, incidental, punitive or consequential loss or damage of any kind, including lost
profits or opportunities or damage to reputation (whether or not advised of the possibility
thereof) arising or allegedly arising therefrom.
Section 9. Term and Termination
(a) This Agreement shall have an initial term of (5) five years, beginning on November 1,
2014 and expiring on October 31, 2019, with an option to renew upon mutual
agreement of the "Parties" for an additional (3) three, (1) one year periods. Banking
service charges for the optional renewal period(s) must be mutually agreed upon and
will be based on charges proposed. Proposed charges shall not exceed the average of
the monthly Consumer Price Index- All Urban Consumers (12 -Month Percent Change —
Not Seasonally Adjusted) and measured October 2014 through September 2019.
(b) The contract may be terminated with cause by the Bank upon providing written notice
to the Clerk of the Circuit Court and the Board no less than (180) one hundred and
eighty days prior to the effective date of such termination. The Clerk and the Board may
terminate the agreement with or without cause with the financial institution upon (30)
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thirty days written notice prior to the effective date of the termination. Under no
circumstances will any damages be paid by the Clerk or the Board as a result of the
termination of this contract.
(c) If the Bank does not comply with terms of this Agreement, the Bank shall be given
notice to the specific default in writing. The default(s) shall be corrected within ten (10)
days.
(d) The Clerk and /or the Board, from time to time, during Bank business hours and with at
least two (2) business days prior notice to the Bank, shall have the right to audit the
Bank's books and records with regard to the accounts and services provided to the Clerk
and /or the Board hereunder to ensure that all aspects of the Agreement are being met.
Such audit will be performed at the expense of the Clerk and /or the Board.
(e) In the event the Clerk and the Board are not allotted funds for any fiscal period or funds
previously allotted are subsequently recalled, the Clerk and the Board may terminate
the agreement. Upon the occurrence of such non - appropriation, the Clerk and the
Board shall not be obligated for payment of any future deliverables for which funds
have not been so appropriated.
Section 10. Changes
The Clerk may, from time to time, request changes in the scope of services of the Bank for
accounts specific to the Clerk of Courts to be performed hereunder. Such changes in services,
which are mutually agreed upon by and between the Clerk and the Bank, shall be incorporated
in written amendments to this Agreement.
The Board may, from time to time, request changes in the scope of services of the Bank for
accounts specific to the Board to be performed hereunder. Such changes in services, which are
mutually agreed upon by and between the Clerk and the Bank, shall be incorporated in written
amendments to this Agreement.
Section 11. 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.
Section 12. Severability
Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable
under the laws of the State of Florida or the Clerk and /or the Board, such provisions,
paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in
order to conform with such laws, and to the extent they cannot be so modified, then same shall
be deemed severable, and in either event, the remaining terms and provisions in this Agreement
shall remain unmodified and in full force and effect.
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Section 13. Governing Law
This Agreement shall be construed and enforced according to the Laws of the State of Florida.
Any litigation arising out of this Agreement shall be in the appropriate state court having
jurisdiction in Collier County, Florida.
Section 14. Exhibits
The following documents are attached hereto and incorporated by reference herein:
Exhibit A — RFP 2014 -001 Banking Services
Exhibit B — First Florida Integrity Bank Proposal in response to RFP 2014 -001 RFP Banking
Services
Exhibit C — First Florida Integrity Bank Pricing Proposal in response to RFP 2014 -001 Banking
Services
Exhibit D — First Florida Integrity Bank letter waiving $25M minimum balance requirement
Exhibit E — Custodial Agreement with Infinex Financial Group
Exhibit F — Wholesale Lockbox Agreement with First Florida Integrity Bank
Additional service agreements may be added from time to time as mutually agreed upon by the
Parties, and any service agreement may be terminated separately and severally without
affecting the continued enforceability of all other provisions of this Agreement as to non -
terminated services.
Section 1S. Notices
All written notices, demands and other communications required or provided for hereunder or
under any of the Exhibits hereto, except service issues, which may be addressed by telephonic
communication or other method provided hereunder, shall be sent by certified mail, return
receipt requested, postage prepaid, in the case of mailing, or by overnight or same day courier,
or by electronic transmission producing a written record, or hand delivered to the following
address and person bearing the following title for each party hereto or such other addressee or
person as shall be designated by a party in a written notice given in the manner required
hereby:
Clerk:
Dwight E. Brock
Collier County Clerk of the Circuit Court
3315 Tamiami Trail East Suite 102
Naples, Florida 34112 -5324
Phone: (239) 252 -2745
Email: Dwight.Brock @collierclerk.com
Board:
Leo Ochs, Jr.
Collier County Manager
3299 Tamiami Trail East Suite 202
Bank:
First Florida Integrity Bank
Nancy Ortega, Senior Vice President
3560 Kraft Road
Naples, Florida 34105
Phone: (239) 325 -3748
Email: nancyortega @ffibank.com
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Naples, Florida 34112 -5746
Phone: (239) 252 -8383
Email: leoochs @colliereov.net
All notices shall be deemed delivered when received.
Section 16. Service Issues
All service issues related to the everyday operations of the Clerk and the Board shall be
responded to on the same business day.
Section 17. Force Maieure
Clerk and Board agree that the Bank shall not be responsible or liable for any delay in its
performance under this Agreement or any losses arising out of delays and /or interruptions of
business due to acts of God, acts of public enemy or war, riots, civil disturbances, power failure
beyond the Bank's reasonable control, telecommunications failure beyond the Bank's
reasonable control, severe adverse weather conditions or other causes beyond the Bank's
reasonable control. This time, if any, required for such performance under this Agreement shall
be automatically extended during the period of such delay or interruption.
Section 18. Assignment
The Parties shall not assign this Agreement or any interest herein, or delegate any of its duties
hereunder, without the other party's prior written consent, except that it is agreed by the Clerk
and the Board that the Bank may delegate certain services to be provided through independent
contractors as described in any Exhibits attached hereto. In addition, the contract shall not be
transferred by merger, sale or acquisition, in whole or in part without providing 60 days' notice
to the Clerk and the Board. All costs to the Clerk and the Board associated with the merger, sale
or acquisition shall be borne by the Bank.
IN WITNESS WHEREOF, the Parties have executed this Agreement hereto:
Attest:
Attest:
Deputy Clerk
Clerk of the Circuit Court
Attest:
By:
Dwight E. Brock
Clerk of the Circuit Court and
Comptroller of Collier County
By:
Tom Henning
Chairman, Board of County Commissioners
By:
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Garrett S. Richter
President, First Florida Integrity Bank
Approved as to form and legality:
Bv:
Jeffrey A. Klatzkow
County Attorney
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3315 TAMIAMi TRL E STE 102
NAPLES. FL 34112 -5324
May 12, 2014
County aj,Co1' ier
CLERK OF THE CI CU T COURT
COLLIER COUNTY OURTH USE
Dwight E. Brock - Clerk
Clerk of Courts • Comptroller • Auditdf G�►� -, todian of County Funds
TO: Interested Proposers /Distribution List
RFP 2014-001 Banking Services
9/23/2014 13.A.
P.O. BOX 413044
NAPLES, FL 34101 -3044
The Clerk of the Circuit Court of Collier County, Florida is seeking proposals for the above - referenced
Request for Proposal (RFP) 2014 -001. Enclosed is the proposal packet to be completed.
Sealed proposals must be submitted before 2 P.M. EST on June 13, 2014. Any questions or requests for
more information regarding this proposal should be addressed to Alina Bec at
Ali na.Bec(&collierclerk.com
Please direct sealed proposals to:
Alina Bec, Purchasing Specialist
Collier County Clerk of the Circuit Court
Clerk's Administration — 2nd Floor
3315 Tamiami Trail East, Suite #102
Naples, Florida 34112 -5324
Please note that sealed proposals must be submitted before 2 P.M. EST, June 13, 2014.
Sincerely,
Alina Bec
Purchasing Specialist
Enclosures
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PUBLIC NOTICE
NOTICE IS HEREBY GIVEN that sealed proposals will be received by the Clerk of the Circuit Court of Collier
County in the Administration Office on the 2nd Floor of the Collier County Courthouse Annex located at
3315 Tamiami Trail East, Ste 102, Naples, Florida 34112 until 2:00 P.M. EST on June 13, 2014 for:
RFP 2014 -001 Banking Services
A mandatory pre - proposal conference will be held on Tuesday, May 20, 2014 at 2:00 P.M. EST in the
Collier County Clerk of the Circuit Court's Administration Office on the 2nd Floor of the Collier County
Courthouse Annex located at 3315 Tamiami Trail East, Ste 102, Naples, Florida 34112. Any proposer
wishing to respond to said RFP shall be in attendance.
A copy of the purchasing policy, proposal instructions, specifications, exhibits and samples for this
proposal may be obtained from Alina Bec, Purchasing Specialist for the Clerk of the Circuit Court of Collier
County.
All proposals shall be made upon the Official Proposal Form attached to the specifications which may be
obtained by bona fide proposals from:
• The Office of the Clerk of the Circuit Court
• Demand5tar - www.demandstar.com
• The Clerk of the Circuit Court's website www.CollierCierk.com
Any questions regarding this proposal shall be directed to Alina Bec, Purchasing Specialist for Clerk of
the Circuit Court, at alina.becC&collierclerk.com
The Clerk of the Circuit Court of Collier County does not discriminate based on age, race, color, sex,
religion, national origin or disability.
Proposals will be opened publicly at 2:00 P.M. EST, June 13, 2014 in the Collier County Clerk of the Circuit
Court's Administration Office on the 2 "d Floor of the Collier County Courthouse Annex located at 3315
Tamiami Trail East, Ste 102, Naples, Florida 34112.
DWIGHT E. BROCK
CLERK OF THE CIRCUIT COURT
COLLIER COUNTY, FLORIDA
BY: Alina Bec
Purchasing Specialist
Broadcast via Demand Star on Monday, May 12, 2014
Published in Naples Daily News on Monday, May 12, 2014
Published on the Clerk's website, www.CollierCierk.com Monday, May 12, 2014
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1. Introduction
A. Objective
The Collier County Clerk of the Circuit Court, acting in his capacity as custodian of County funds
and Chief Financial Officer of Collier County, Florida, a political subdivision of the State of
Florida, is soliciting proposals from qualified financial institutions (as defined by Florida Statute
280.02) licensed in the State of Florida for the purpose of providing banking services and to act
as a depository bank for the Collier County Board of County Commissioners (BOCC), the Collier
County Clerk of the Circuit Court (COCC) and the Collier County Supervisor of Elections (SOE),
collectively, "the Clerk ". Banking services will be contracted for five (5) years with three (3)
optional one (1) year renewals.
This Request for Proposal (RFP) is intended to identify the financial institution best qualified to
meet the cash management goals of the Clerk. These goals are enumerated below:
Maximum accountability and minimum risk
Lowest cost to the taxpayer
Maximizing return on overnight investment
B. Instructions
1. Bank Proposal Conference
A representative from each financial institution wishing to respond to the Clerk
of the Circuit Court's RFP must be in attendance. This conference will be held at
2:00 P.M. EST, Tuesday, May 20, 2014 in the Collier County Clerk of the Circuit Court's
Conference Room, 2nd Floor Courthouse Annex, at 3315 Tamiami Trail East, Suite #102
Naples, Florida 34112 -5324.
2. Sealed Proposals
All responses to this RFP shall be received no later than Friday, June 13, 2014 by
2:00 P.M. EST, clearly identified as follows:
Collier County Clerk of the Circuit Court
RFP 2014 -001 BANKING SERVICES
Mail or deliver to:
Alina Bec, Purchasing Specialist,
Collier County Clerk of the Circuit Court
Clerk's Administration — 2"d Floor
3315 Tamiami Trail East, Suite #102
Naples, Florida 34112 -5324
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3. Written Responses (Technical and Pricing)
All financial institutions submitting a proposal are required to adhere to the following:
a. Proposals must use letterhead bearing the financial institution's name and be
signed by an officer of the bank.
b. Proposals must provide a complete listing of contact personnel and phone
numbers in the following areas:
• Customer Service
• Treasury Management
• Bank Reconciliation
• Bank Conversion Services Planning
• Wire Transfer
• Automated Clearing House Transmissions
• Positive Pay Services
• Retail and Wholesale Lockbox Processing
• Preauthorized Debit Processing
• Merchant Services Processing
• Technological Opportunities
c. Proposals must bear the bank's corporate seal.
d. Proposals must include the following completed exhibits and information as
provided within this RFP:
Pricing Response
• Exhibit A— Pricing Proposal Form
Technical Response
• Exhibit B — Proposal Exception Form
• Exhibit C— General Information
• Exhibit D — Sworn Statement on Public Entity Crimes
• Exhibit E — Letter of Intent
• Exhibit F — BAI Critical Quality Indicator
• Bank's audited financials for the previous two years
• Bank's availability schedule
Map of offices within Collier County, Florida with an outline of services
available at each branch
• Statement of Qualified Public Depositor (QPD) status and collateral
verification
e. Each financial institution must submit five (5) unbound copies of the Technical
Response, two (2) copies of the Pricing Response and one (1) complete electronic
copy.
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4. Schedule
The Clerk's Office and all participating financial institutions shall adhere to the following
time schedule regarding this Request for Proposal:
a. May 12, 2014 —Post Public Notice of Request for Proposal.
b. May 20, 2014— Mandatory pre - proposal conference at 2:00 P.M. EST, in the Clerk of
the Circuit Court's conference room, at the address listed below:
Collier County Clerk of the Circuit Court
Clerk's Administration — 2'd Floor
3315 Tamiaml Trail East, Suite #102
Naples, Florida 34112 -5324
The pre - proposal conference is intended to provide participants the opportunity to
ask questions and receive clarification on any requirements within the RFP. All
participating banks are requested to contact the Clerk's Purchasing Specialist at
239 - 252 -8472 between 8:00 A.M. and 5:00 P.M. EST, to confirm their attendance
by May 19, 2014, as well as complete Exhibit E, "Letter of Intent ". Letters of Intent
can be faxed to the Clerk's Purchasing Specialist at 239 -252 -8838, or scanned to
Alina.Bec @colliercierk.com . No questions or clarifications will be handled outside
of this conference, except as noted in Section 1.8 "Questions and Additional
Information ".
c. Beginning June 13, 2014 the Clerk's Office will evaluate each proposal. The top
ranked institutions may be invited to make oral presentations June 23, 2014
through June 27, 2014. The Clerk reserves the right to schedule additional
question and answer periods, as needed.
d. Friday, July 11, 2014, the Clerk's Office will post notification of the award, as well as
complete rankings on the Clerk's Official Website, www.CollierClerk.com.
e. The Clerk's Office will adhere to this schedule as closely as possible. The Clerk
reserves the right to modify the schedule when he deems it in the best interest of
the County. In the event of changes in the schedule all parties will be notified in
writing.
S. Selection Criteria
The following criteria are the minimum requirements by the Collier County Clerk of
the Circuit Court. Failure to meet these minimum requirements may result in
rejection of proposer's response to RFP 2014 -001 Banking Services.
a. The bank must be a Qualified Public Depository (QPD) as defined in Florida Statutes,
Chapter 280 as well as a Federal Withholding Tax Depository.
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b. The financial institution must be organized for the purpose of providing commercial
banking services and have three (3) years previous experience with proven
effectiveness in administering the specified services for governmental institutions
and have a proven ability for immediate contract start-up.
c. The bank must have a complete and comprehensive response to all questions in the
RFP, as well as completed Exhibits A through F attached to this RFP. In addition, the
proposal must demonstrate attention to detail and be responsive to each service
outlined in Section III, titled "Scope of Banking Services ".
d. The bank must allow for the handling of periodic daylight overdrafts.
e. The bank must maintain multiple branches within the boundaries of Collier
County, Florida. The bank must provide a map of locations and services provided at
each location, including automated teller machine (ATM) locations.
f. Must have the ability to provide various electronic banking services that should
include, but not be limited to, wire transfers, online services such as check imaging,
account balance inquiry, positive pay validation, direct deposit, electronic deposit
and ACH.
g. The bank must maintain a drug -free workplace policy.
h. The proposing bank must provide a local contact, at a decision making level, that
will resolve issues in a timely manner.
I. The bank must demonstrate the quality of its business relationships through the
references provided.
j. Each bank must provide their current Standard & Poor's, Fitch or Moody's Investor
Service credit rating(s) at the time of proposal.
k. In order to facilitate employee use of payroll direct deposit, only banks with the
capability to provide workplace banking shall be considered. A proposing bank's
workplace banking program shall provide a checking account and a savings account
for BCC, COCC and SOE employees with no maintenance fees and no minimum
balance requirements.
6. Evaluation and Criteria
The Clerk's office will evaluate all proposals and select the best provider. This
determination will be made at the sole discretion of the Clerk of Courts after
evaluating the price and other technical criteria. In addition, the determination or the
criteria and process by which proposals are evaluated, the decision as to who shall
receive the contract award, or whether or not an award shall ever be made as a result
of this request, shall be at the sole discretion of the Clerk of the Circuit Court. The
decision of the Clerk Is final.
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Responsiveness to RFP —1S points maximum
• Conformance with and applicability of information to RFP requirements
• Quality and scope of the proposal
• Reasonableness and clarity of cost estimate
Qualifications and experience — 40 points maximum
• Respondent's bank history, structure, experience and capacity
• The safety and soundness of the financial institution
• The respondent's experience with large governmental units, particularly in
Florida
• Respondent's total staff size and composition
• Respondent's demonstrated experience with banking and cash management
services the County is requesting
• Respondent's experience with large governmental units, particularly in Florida
• References provided in Section 111.0 "Designated Account Executive and
References"
• Local office staff size and resources
• Commitment to provide continuity of qualified staff and to staff with local
resources
• Staffing structure and qualifications of assigned staff
Understanding County Needs — 20 points maximum
• Degree of dedicated and priority attention by assigned banking personnel
• Respondent's ability to provide adequate and convenient services
• Respondent's ability to use and provide access to technology for services
• Management's involvement and commitment to direction and review of
services provided
• Competitive differences
Investment Options —10 points
• Interest income from funds placed on deposit with the bank
Cost of Banking Services —1S points
• Cost structure (up -front costs and recurring costs)
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7. Terms and Conditions
All proposals must acknowledge if the financial institution can comply with each of
the following terms and conditions:
a. The Clerk reserves the right to reject any or all proposals, waive any irregularities or
formalities in any proposal or in the proposal proceedings which, in his
opinion, are in the best interest of the County. The contract will be awarded
to the vendor whose proposal, in the opinion of the Clerk, is the best taking into
consideration all aspects of the proposer's response, including total cost to the
County. The winning bank's proposal, and this RFP, shall become integral parts of
the contract. Exceptions to any specification must be placed on Exhibit B "Proposal
Exception Form' and will be considered in the final analysis of the proposal.
Exception costs will be added or subtracted from the submitted proposal to arrive
at a cost to the County. Failure to include an exception on Exhibit B will render
the exception invalid.
b. The financial institution understands that time is of the essence. If a fully
executed contract is not received within fifteen (15) business days of initial award,
the Clerk will notify the financial institution of his Intent to award the contract to
the next most qualified institution. The Clerk assumes no cost to any of the
proposer's in preparation of their response to this RFP.
c. Participation in this RFP may subject the financial institution to an examination of
their facilities and procedures to ensure compatibility with the Clerk's system and
procedures. The successful proposer must have a structure that is compatible with
the Clerk's current SAP financial system.
d. Upon being notified, the financial institution awarded the contract will be
requested by the Clerk to attend a conference in order to coordinate the
transfer of funds, establish accounts and exchange information and determine
conversion details. During the term of the contract relevant bank personnel shall
attend, in person or by conference call, monthly bank meetings.
e. This RFP contains estimates of transactions in Exhibit A, "Pricing Proposal Form ".
Although these estimates are based upon research, the Clerk's Office cannot
guarantee such levels will be met or exceeded at any given time.
f. The contract may be terminated by the financial institution upon providing written
notice to the Clerk of the Circuit Court no less than 180 days prior to the
effective date of such termination. The Clerk may terminate the agreement
with the financial institution upon 30 days' written notice prior to the
effective date of the termination. Under no circumstances will any damages be
paid by the Clerk as a result of the termination of this contract and its related
services.
g. The banking agreement shall be for an initial period of five (5) years and may be
extended for an additional three (3), one (1) year periods by mutual agreement
between the Clerk and the institution awarded the banking contract.
Continuation of the contract beyond the initial term is the Clerk's prerogative and
not a right of the successful proposer.
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h. The awarded financial institution agrees to maintain the fee structure as outlined
in Exhibit A for the full term of this agreement, including extensions.
The qualified financial institution must submit one copy of their a u d i t e d
financial statements for each of the last two fiscal years and last two reports
issued pursuant to Statement on Standards for Attestation Engagements (SSAE) No.
16. Access to audited annual financial statements and SSAE No. 16 reports will be
required during the term of this agreement as well as collate ralization verification
related to Florida Statutes, Chapter 280.
j. Submit notarized sworn statement under Florida Statutes Chapter 287.133 on
Public Entity Crimes, Exhibit D, "Sworn Statement on Public Entity Crimes ".
k. Bank must respond to the Clerk's annual audit confirmation process at no additional
cost. Please indicate if the bank uses an automated process for confirmation
purposes.
I. Proposals will be on file in the Office of the Clerk of the Circuit Court as outlined in
Florida Statutes, Chapter 119 regarding Public Records.
m. The Clerk's Office prefers that the services listed herein be provided by a single
bank, however, the Clerk reserves the right to separate specific services and award
to more than one institution should that be found to be in the best interest of the
taxpayers of Collier County.
n. The awarded contract shall not be assigned without the express written approval of
the Clerk of the Circuit Court. In addition, the contract shall not be transferred, by
merger or acquisition, in whole or in part without providing 60 days' notice to the
Clerk's Office. In addition, the bank will absorb all costs of conversion resulting
from bank transfer, sale or merger.
o. If, following the announcement of the award of the contract from this request, an
unsuccessful proposer wishes to challenge that award; they must do so in
writing, within two (2) business days following the award announcement. The
unsuccessful proposer in their protest must enumerate those parts of the proposal
and evaluation process they consider flawed or unfair, and why. Please refer to the
Clerk's Purchasing Policy, available on the Clerk's website, for further information.
p. The financial institution understands that the Clerk requires the ability to solve
problems in a timely manner and at a local level. The Clerk's office will be assessing
performance of the financial institution on a daily basis.
All pricing for services related to this RFP shall be submitted in the Pricing
Response, Exhibit A, or the Clerk is not responsible for payment. Any additional
services added subsequent to this RFP will be separately negotiated in accordance
with the Clerk's Purchasing Policy.
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8. Questions and Additional Information
Requests for clarification or additional information shall be made in writing to:
Alina Bec, Purchasing Specialist
Collier County Clerk of the Circuit Court
Clerk's Administration — 2nd Floor
3315 Tamiami Trail East, Suite #1102
Naples, Florida 34112 -5324
E -mail @ Alina.Bec@collierclerk.com
Responses to requests will be furnished to all potential proposers through posting to the
Clerk's Official Website, www.CollierCierk.com. Cutoff date to receive requests in writing
will be Wednesday, June 4, 2014. Requests received after this date will not be answered.
1111. Account Structure
The Collier County Board of County Commissioners (BOCC), Clerk of the Circuit Court (COCC)
and Supervisor of Elections (SOE) currently maintain numerous accounts for daily operations.
These accounts are classified as either primary or non - primary accounts. Alternatives to
this account structure may be proposed, but must be accompanied by an explanation of the
benefits of such a change.
A. Primary Accounts
The Clerk desires to maximize its cash availability through the use of concentration and zero
balance accounts (ZBA). The primary account relationship will be comprised of three separate
concentration accounts, (BOCC, COCC and SOE) each with separate ZBA accounts for accounts
payable, payroll and self - insurance payments, as applicable. The zero balance accounts will
be reimbursed by the concentration account on a daily basis and will always have a zero
ledger balance at the end of the day. All transfers to the ZBA accounts must take place
automatically, without initiation by the Clerk. The Clerk desires to operate the primary
account structure on a controlled disbursement basis for cash management purposes. The
Clerk needs to know the amount of checks that will clear its ZBA accounts by 1:30 P.M. on a
same day basis.
The Clerk reserves the right to open additional zero balance accounts during the contract
period at the price contained within the proposal, provided the awarded bank is furnished
notification of at least thirty calendar days.
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Board of County Commissioners
BOCC Concentration Account — This is the primary depository account for all Board funds.
Activities in this account include inbound wire transfers, automated clearing house credits,
utility lockbox transactions, utility preauthorized debits (drafts) and numerous daily deposits
from County Departments such as Growth Management, Public Utilities, Finance and
Accounting and Parks and Recreation, including over the counter and web based credit card
payments. All outbound wire transfers clear directly against this account, including vendor
payments, payroll direct deposit and debt service payments. Incoming and outgoing wire
transfers will also be made from this account for investment purchases, interest postings,
sales, calls and maturities.
The following zero balance accounts (ZBA) are utilized to clear check transactions against the
BOCC concentration account as follows:
BOCC Accounts Payable (ZBA) — All BOCC accounts payable checks clear against this account.
BOCC Payroll (ZBA) - All BOCC payroll checks clear against this account.
BOCC Group Benefits (ZBA) — All health self- insurance payments clear against this account.
The Group Benefits account is administered to by a third party administrator (TPA).
BOCC Property and Casualty (ZBA) — All property and casualty self- insurance payments clear
against this account. The Property and Casualty account is administered to by a TPA.
BOCC Workers' Compensation (ZBA) — All workers' compensation self- insurance
payments clear against this account. The Workers' Compensation account is administered to
by a TPA.
On a daily basis, see Section III.0 "Electronic Cash Management ", balances available for
investment in the BOCC concentration account will be made available electronically.
Clerk of the Circuit Court
COCC Concentration Account — This is the primary depository account for all Clerk funds.
Activities in this account include inbound wire transfers and daily deposits court related
collections. All outbound wire transfers clear directly against this account, including vendor
payments, payroll direct deposit and remittances to other governments. Substantially all of
the Clerk's payroll transactions are paid by direct deposit.
The following zero balance accounts (ZBA) are utilized to clear check transactions against
the COCC concentration account as follows:
COCC Accounts Payable (ZBA) - All COCC accounts payable checks clear against this account.
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COCC Payroll (ZBA) - All COCC payroll checks clear against this account. This account is used
on a limited basis as substantially all payroll transactions utilize direct deposit.
COCC Child Support (ZBA) — Clears child support payments for checks written by the Clerk.
The following accounts are utilized to clear specific transactions as indicated in their
description:
COCC State Disbursement Unit — This account receives and disburses wire transfers with the
State of Florida for the State's Child Support State Disbursement Unit.
COCC Eminent Domain Account — This account receives and disburses via intrabank transfers
with the COCC concentration account.
On a daily basis, see Section III.0 "Electronic Cash Management ", balances available for
investment in the COCC concentration account will be made available electronically.
Supervisor of Elections
SOE Concentration Account - This is the primary depository account for all Supervisor funds.
Activities in this account include inbound wire transfers and daily deposits court related
collections. All outbound wire transfers clear directly against this account, including vendor
payments and payroll direct deposits. Incoming and outgoing wire transfers will also be
made from this account for State Board of Administration purchases and sales.
The following zero balance accounts (ZBA) are utilized to clear check transactions against the
SOE concentration account as follows:
SOE Accounts Payable (ZBA) - All SOE accounts payable checks clear against this
account.
SOE Payroll (ZBA) - All SOE payroll checks clear against this account.
On a daily basis, see Section III.0 "Electronic Cash Management", balances available for
investment in the SOE concentration account will be made available electronically.
B. Non - Primary Accounts
Board of County Commissioners
The BOCC also maintains the following accounts for purposes of segregation and
convenience as described below:
BOCC Flexible Benefits — Employee payroll deductions are deposited to this account and
payments for reimbursement of related medical and day care services are made out of the
account. The Flexible Benefits account is administered to by a TPA.
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BOCC Health Reimbursement Account (ZBA) — This account handles employer deposits
made on behalf of qualified employees for health care reimbursement under the BOCC's
Health Reimbursement Plan. The Health Reimbursement Account is administered to by a
TPA.
BOCC Domestic Animal Services (DAS) - This account handles DAS related customer
receipts, including credit card payments. This account is swept into the concentration
account on a daily basis.
BOCC Emergency Medical Services (EMS) - This account handles EMS related receipts,
including credit card payments and lockbox transactions. This account is swept into the
concentration account on a daily basis.
BOCC Landfill - This account handles landfill related customer receipts, including credit card
payments. This account is swept into the concentration account on a daily basis.
BOCC Developmental Services Web - This account handles Collier County Growth
Management related customer receipts, including credit card payments. This account is
swept into the concentration account on a daily basis.
BOCC Utility Billing Water and Sewer - This account handles Collier County Water and
Sewer District related customer receipts, including credit card payments. This account is
swept into the concentration account on a daily basis.
III. Scope of Banking Services
A. Availability of Funds
The BOCC, COCC and SOE will make deposits at various branch locations throughout the day.
The Clerk of Courts requires all deposits received by the financial institution by 4:00 P.M.
EST, at the earliest, be credited as same day transactions to the respective account ledgers.
The Clerk's Office also requires the financial institution adhere to the following:
1. Ensure same day availability of funds for cash deposits, incoming wire transfers
and ACH transactions, as well as checks drawn on the financial institution.
2. Provide a copy of the financial institution's current availability schedule for checks
deposited and its methodology for computing deposit float.
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B. Overnight Investment of Available Funds
Concentration account balances for the respective agencies covered by this RFP for the dates
indicated:
Month BOCC COCC SOE
End Concentration Concentration Concentration Total
Apr -13
$38,916,137
$39,076,570
$232,334
$78,225,041
May -13
19,110,953
42,316,422
280,888
61,708,263
Jun -13
30,829,572
42,597,947
304,546
73,732,065
Jul -13
45,017,195
40,929,384
265,856
86,212,435
Aug -13
44,617,496
43,572,822
291,890
88,482,208
Sep -13
56,227,459
39,118,633
321,005
95,667,097
Oct -13
32,236,359
30,471,747
660,401
63,368,507
Nov -13
76,253,754
33,003,126
700,566
109,957,446
Dec -13
48,184,730
33,516,224
673,026
82,373,980
Jan -14
74,329,761
35,817,611
707,332
110,854,704
Feb -14
73,837,381
35,917,168
716,616
110,471,165
Mar -14
96,515,171
32,012,398
674,327
129,201,896
Avg. Balance
$53,006,331
$37,362,504
$485,732
$90,854,567
Although these balances are based upon actual historical data, the Clerk's Office cannot
guarantee such levels will be maintained.
The awarded bank agrees to automatically invest the respective available balances in the
BOCC, COCC and SOE concentration accounts, and non - primary accounts, on the bank's books
at 5:00 P.M. EST, in accounts within the bank. Please explain the method used to calculate
the invested balance, the interest rate to be applied, compounding period and the frequency
of interest credits. The rate, or index, specified for the account must be available on a
daily basis for independent assessment by the Clerk's Office. Please provide a schedule
showing the proposed interest rate for the period April 2013 to March 2014.
In the event that any concentration account should have a negative balance there will not be
any interest or penalty assessed. The Clerk will not accept any exceptions to this
specification.
Alternative Overnight Investment
Alternative overnight investments may be proposed but only as an optional proposal. Please
provide the services specified above in your proposal, with an attachment describing the
alternative proposal. Alternative proposals may be accepted if they are considered
"deposits" and are thus covered by Florida Statutes, Chapter 280, and they provide the same
level of and security and service outlined above. The Clerk is interested In maximizing
investment return without increased risk or loss of flexibility.
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C. Electronic Cash Management
The bank will provide electronic cash management services capable of providing at least the
following on all BOCC, COCC and SOE accounts:
1. Previous day detail reporting by 8:00 A.M. EST.
2. Current day balance and detail reporting by 8:00 A.M. EST, and intra -day ACH and
controlled disbursement reporting by 1:30 P.M. EST.
3. Stop payment inquiry capability for accounts payable and payroll checks.
4. Initiate repetitive and non - repetitive wires via the internet.
S. Positive pay service for checks and ACH transactions, with the ability to send
multiple daily files, as well as offer the capability to remove a check or ACH from a
file and receive electronic notification of exception items.
In addition, provide information on the bank's electronic cash management services, and
whether or not the above criteria can be met. Please include all related hardware and
software requirements.
D. Wire Transfer Services
The Clerk will require dual release for all outgoing wire transfers. At no time will the Clerk
permit or assign the authority for any one individual employee the capability of executing
outgoing funds transfers independently.
1. Describe in detail your financial institution's security procedures for electronic fund
transfers (EFT).
2. What is the latest time an outgoing EFT can be released?
E. ACH Payables and Payroll Direct Deposit
The awarded bank shall have the ability to provide ACH services for the direct deposit of
payroll and payables. The bank shall be capable of receiving this data via direct
transmission in standard NACHA format, with credit entries directed to the employee's or
vendor's account at any participating financial institution. Responses to the following must
be included in each proposal:
1. Provide required file format and ACH agreement.
2. Instructions for the origination of ACH entries.
3. Describe the security procedures, including file encryption.
4. Instructions for error resolutions in file transmission.
5. Number of days the file must be received prior to the effective pay date.
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6. Indicate when the off - setting debit will post to the respective accounts (BOCC,
COCC and SOE).
7. Do you provide ACH return notification, and if so, how is the electronic information
transmitted?
8. Provide a 12 — month calendar of banking holidays, with assurance that holidays
will not affect direct deposit transmission dates. The Clerk's holiday schedule for
calendar year 2014 is available at www.CollierCierk.com.
9. Make provisions for electronic acknowledgment of each file transmission that is
sent, identifying the total dollar amount of the file and the number of
transaction(s).
F. Positive Pay Services
The financial institution shall be capable of providing positive pay services for all
checks and ACH transactions. Each proposal must include a response to the following:
1. Provide the required file format.
2. Include the bank's positive pay agreement.
3. The financial institution must be able to receive a direct data file
transmission.
4. What is the maximum frequency with which these transmissions can occur?
S. Exception items must be presented to the Clerk's Office electronically. Please
provide the time that they will be available. No item shall be cleared without
approval of the Clerk's office.
6. Provide the latest time the bank will accept a positive pay file transmission for
current day activity.
G. Account Reconciliation and Statements
The bank will provide monthly bank statements and online reconciliation services for the
accounts specified and for those established during the term of this contract. The
following are minimum requirements for these services:
1. Provide cleared check information electronically, on a daily basis and per cleared
item.
2. Provide the BOCC, COCC and SOE account reconciliation data online, aggregated
by bank account.
3. Provide monthly statements within ten business days after the end of the calendar
month.
4. The bank will provide all debit and credit memorandums with each monthly
statement.
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S. All cancelled check and deposit images will be available online to the Clerk's Office
within 10 days after the end of the calendar month.
6. Provide details of your imaging service including system features and hardware
requirements.
H. Account Analysis Statements
1. The bank agrees to provide separate monthly analysis statements for each of the
BOCC, COCC and SOE accounts.
2. Monthly summary analysis will be provided showing the combined activity for all
BOCC, COCC and SCE accounts.
3. The analysis statements will, at a minimum, itemize the services provided, volume
processed, unit charges and extended totals.
4. Monthly analysis statements will be made available online.
I. Daylight Overdraft
Occasionally, the BOCC concentration account sends out a large outgoing wire transfer which
necessitates the funds to cover these transactions be wired from an outside investment
source (i.e., custodial account). Generally, the outgoing wire is ready for processing prior to
the receipt of the funds necessary to cover this transaction, thereby creating a daylight
overdraft. The successful proposer will demonstrate the ability to cover these overdrafts
without assessing penalties or interest.
J. Foreign Items
Please describe the process required by your financial institution for depositing foreign
checks.
K. Payment for Banking Services
Please discuss the methods of fee payment available to the County. If an earnings credit
methodology is proposed please provide the details for its calculation and the calculation of
the earnings credit rate (ECR). In addition, please provide a minimum ECR rate. Direct
invoice payment terms shall be net 45 days from date of receipt. At no time shall the bank
automatically debit any account for service charges or fees.
Complete the applicable unit price for services along with the monthly totals for each line
item in Exhibit A. In addition, at the bottom of Exhibit A, include any fees your
institution will assess that may not appear in this exhibit or that are related to expanded
services.
L. Retail Lockbox Services
The BOCC currently utilizes a lockbox for the collection and processing of utility payments. A
response to the following must be included in each proposal:
1. Provide the bank's retail lockbox agreement.
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2. Please indicate the proposed location of the lockbox site, including address. Also,
provide an alternate lockbox processing location in the event the primary location
is unable to process payments.
3. Is the retail lockbox processing being performed by the bank, or by a third party? If
by third party, please identify and provide appropriate background information for
evaluation.
4. The bank must accept a CSV file from the BOCC's Utility Billing and Customer
Service Department (UBCS) containing all customer numbers. This file will be sent
weekly to the bank and this file will be used to verify that the account numbers,
and format, match before the payment file is sent to UBCS.
S. What is the processor's average error rate per 1,000 items processed?
6. Explain the process that will be used to process payments representing multiple
accounts.
7. The bank must provide online access to payment detail on a same day basis.
Such data would include all checks, stub images, customer account number, check
number and dollar amount, and be a va i I a b I e no later than 2:00 P.M. The
bank must also provide internet access to accounts sufficient to allow the viewing
of returned checks.
8. All information related to payments that do not have either a payment stub
enclosed or an account number shown on the check will be sent via overnight mail
to UBCS. All correspondence received by the lockbox will also be sent via overnight
mail to UBCS.
9. How frequently is the mail picked up at the lockbox? In addition, what is the last
mail pickup time that will be included in that days' deposit.
10. Provide the operating hours of the processor's lockbox department and provide a
contact person for the UBCS lockbox account.
11. A fax or e-mail must be provided to the BOCC's Utility Billing Department
by 2:00 P.M. EST, each day identifying the total deposit amount and number of
transactions.
12. Please define the testing and implementation time required to "go live" after the
award of contract, including as detailed a schedule as possible.
13. Upon bank selection, lockbox testing must be successfully completed in a timely
manner.
14. Please provide protocols for the resolution of errors related to file transmission.
Additional technical specifications and requirements for Retail Lockbox Services are available
upon request.
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M. Wholesale Lockbox Services
The BOCC currently utilizes a lockbox for the collection and processing of Emergency Medical
Services (EMS) payments. A response to the following must be included in each proposal:
1. Provide the bank's wholesale lockbox agreement.
2. Please indicate the proposed location of the lockbox site, including address. Also,
provide an alternate lockbox processing location in the event the primary location
is unable to process payments.
3. Is the wholesale lockbox processing being performed by the bank, or by a third
party? If by third party, please identify and provide appropriate background
information for evaluation.
4. What is the processor's average error rate per 1,000 items processed?
S. Explain the process that will be used to process payments representing multiple
accounts.
6. The bank must provide online access to payment detail on a same day basis.
Such data would include all checks, stub images, customer account number, check
number and dollar amount, and be available no later than 2:00 P.M. The
bank must also provide internet access to accounts sufficient to allow the viewing
of returned checks.
7. All information related to payments that do not have either a payment stub
enclosed or an account number shown on the check will be communicated to EMS
not later than the next day. All correspondence received by the lockbox will be
scanned and made available on the bank's website the following day.
8. How frequently is the mail picked up at the lockbox? In addition, what is the last
mail pickup time that will be included in that days' deposit.
9. Provide the operating hours of the processor's lockbox department and provide a
contact person for the EMS lockbox account.
10. A fax or e-mail must be provided to EMS personnel by 3:00 P.M. each
day identifying the total deposit amount and number of transactions.
11. Please define the testing and implementation time required to "go live" after the
award of contract.
12. Upon bank selection, lockbox testing must be completed in a timely manner.
Additional technical specifications and requirements for wholesale lockbox services are
available upon request.
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N. Pre - Authorized Debits (Drafts)
Pre - authorized debits are used in conjunction with the Board's Utility Billing
Department operation; as a result the following criteria exist:
1. The bank must be capable of receiving and processing encrypted pre- authorized
debit files received from UBCS.
2. The bank must provide the required file format.
3. Provide the maximum number of files that can be transmitted to the bank each
day.
4. What is the latest time a transmission will be accepted?
S. The bank must provide a daily e-mail for each file transmitted confirming the
following:
• Numbers of records received and returned ACH items
• Total dollar amount of the batch received
• Date payments will be applied to the BOCC's account
• Any errors that have occurred
6. Provide instructions for error resolution in file transmission.
O. Designated Account Executive and References
The Clerk requests that the proposing banks provide the names of a designated account
executive, as well as an alternate. The designated account executives must be local and have
the authority to make timely decisions in the normal course of business.
The bank should provide at least three (3) governmental clients as references. Please provide
names, titles, addresses and telephone numbers.
P. Custodial Arrangements
The Clerk desires to place all of its custodial services with the bank that serves as the
depository bank for the County. The custodial services requested will be for various securities
that are purchased from other dealers and banks. These securities will be purchased and
then transferred to the depository bank to be placed in a custodial account within the
bank's trust department. The trust department will act as the Clerk's agent for all custodial
transactions. These securities will be held until they are called, sold or mature. The following
amounts reflect the Clerk's estimate of the number of securities and par values that will be
placed within the custodial account on an annual basis:
• Estimated number of annual transactions ( sales, calls, purchases, maturities and
coupon maturities): Approximately 80
• Number of securities held as of March 31, 2014: 21
• Fair value of securities held as of March 31, 2014: $609 Million
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Monthly reports describing all activities within the custodial account will be provided
electronically. As part of its response each bank will provide their general custodial services
agreement for review.
The Clerk requires that all investment transactions clear through the respective concentration
accounts. This should be construed to mean purchases, calls, maturities, sales and income
postings. This transaction activity shall not be netted in any circumstance.
Q. Merchant Services
The Clerk requires merchant services processing for the BOCC and COCC agencies and
requests that all proposers submit their merchant services processing format and processes
for evaluation. A proposing bank shall provide merchant services to various departments
throughout the BOCC and COCC at one discount rate. The bank shall submit individual
merchant services invoices to the Clerk's Office monthly for all merchant charges, as well as
provide daily and monthly settlement statements separate from Its invoices for merchant
charges. Settlement statements, merchant chargebacks and merchant charges shall be
available online. The proposal must be inclusive of all rates and charges associated with
merchant services. Payment Card Industry (PCI) compliance must be maintained by the
successful bidder as a part of the merchant services processing requirement. The BOCC and
COCC agencies do not desire to hold or handle cardholder information. The proposing
financial institution understands that there are existing merchant services processors
providing certain services to the BOCC and COCC agencies that must be integrated as a result
of being selected. At the time of renewal of these individual arrangements consideration will
be given to consolidating these services.
The following is a table outlining all merchant services activities for the period April 1, 2013 to
March 31, 2014:
Site Transactions Amount
BCC— Utilities Online
112,327
$12,089,595.44
BCC — Utilities OTC/Telephone
13,501
2,362,062.20
BCC — Utilities North Naples
585
86,677.97
BCC — Utilities IVR
51,412
5,446,107.50
BCC — Landfill
8,643
1,080,119.85
BCC — Naples Recycling Center
499
17,623.45
BCC — Marco Recycling Center
188
6,952.30
BCC — Immokalee Recycling Center
559
46,803.02
BCC — North Collier Recycling Center
74
2,336.90
BCC — Growth Management Online
6,371
1,697,162.00
BCC — Parks and Rec. Parking/Beaches
40,672
334,726.35
BCC — Domestic Animal Services
2,188
108,918.53
COCC — Traffic
13,762
2,749, 131.98
Total
250,781
$25,992,217.49
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R. Miscellaneous Banking Requirements
All proposals must acknowledge if the financial institution can comply with each of the
following requirements:
1. The Clerk's Office requires maximum anti -fraud protection on all BOCC, COCC and
SOE accounts. Please indicate account protections and enhancements available to
complement positive pay in ensuring that fraud does not impact the Clerk's bank
accounts. Any related pricing should be included on Exhibit A.
2. All checks deposited to a BOCC, COCC or SOE account that are returned due to
insufficient, unavailable or uncollected funds shall be re- deposited a second time
as a standard procedure, without charge.
3. The Clerk can establish additional accounts at any time utilizing the same fee
structure as agreed upon during the contract period.
4. All banking supplies will be provided free of charge i.e. deposit tickets, deposit
stamps and deposit bags. All banking supplies shall be provided prior to contract
commencement.
5. All debit and credit memorandums used to adjust deposit errors on any BOCC,
COCC or SOE account will be available online daily, with suitable backup, to the
Clerk's Finance and Accounting Department. No debit and credit memoranda
required to adjust errors caused by the bank will be charged to the Clerk.
6. The bank must honor all over the counter checks drawn on any BOCC, COCC or SOE
as they are presented. Prior to refusing payment on any BOCC, COCC or SOE
account the financial institution agrees to contact the Clerk's Finance and
Accounting Department.
7. The bank will treat all BOCC, COCC or SOE checks that are four months or
older (from date of issuance) as stale dated and deem them non - negotiable.
S. The bank will provide Magnetic Ink Character Recognition (MICR) check
specifications to the check printer.
9. The bank will annually provide the Clerk's Office a list of all accounts at the
bank using the BOCC, COCC and SOE's respective Federal Identification Numbers as
part of the Qualified Public Depositor Report filing process.
10. Please provide the bank's automated teller machine agreement, including relevant
specifications and requirements, if any, for review.
11. Please include separate pricing for armored courier service to be provided through
the bank so that it can be compared to the Clerk's current arrangement for courier
services.
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S. Disaster Recovery Plan
in the event of a disaster the availability of information reporting, wire transfers, ACH and
payroll services are critical for the emergency operations of the BOCC, COCC and SOE.
Please describe your institution's disaster recovery plan and how that plan relates to the
continuing operation of the BOCC, COCC and the SOE in a disaster situation. Some
specifics follow:
1. What is your process of client notification when a disaster situation arises?
2. How quickly does the bank expect to resume normal operations following a
disaster?
3. In the event of an impending emergency the BOCC, COCC and SOE may need
to withdraw certain amounts of cash from their respective accounts. Describe the
procedures required for the bank to accommodate transactions of this type. In
addition, the Clerk's Office will require that the bank have available cash amounts
of $1,000,000, $100,000 and $25,000, respectively, for the agencies.
4. Your financial institution must accept emergency pay files at times outside the
normal bi- weekly schedule.
T. Available Technologies
The Clerk desires to leverage technology in order to provide safe and effective banking
services for public dollars. The Clerk is interested in the proposer's solutions regarding
technological advances including, but not limited to:
1. Point of service transaction processing
2. Payroll cards
3. Smart Safe technology, or equivalent electronic deposit management
4. Interactive Voice Response technology, or equivalent
5. Image Replacement Documents
6. Security enhancements
Please include all related pricing on Exhibit A "Pricing Proposal Form ". If technologies are
not currently available provide estimated availability schedule.
IV. Pricing Proposal Form
Use of the "Pricing Proposal Form ", Exhibit A, or a copy thereof is required of all proposers. No
proposal will be considered without amounts being placed on this form. If the bank is unable to
meet or exceed the requirements specified, the phrase "No Proposal" should be entered for that
particular item. The Clerk reserves the right to eliminate any individual service contained in the
bid, if based on analysis the fees for providing the service are excessive, or if the service proposed
can be performed in an alternative manner. Each bank should review the proposal form and price
each service specified. Per item charges should be extended to the "Monthly Charges" column.
The total of this column will be entered on the line "Total Proposed ".
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As previously discussed, it is the desire of the Clerk to utilize electronic banking for the majority of
services. If there is an additional charge for this or any other service please outline that charge in
the appropriate place on the form.
V. Summary
Banks intending to submit a proposal should complete Exhibit E, "Letter of Intent" and return
it to the Clerk as soon as possible following the receipt of the RFP, in order that any changes
and clarifications made subsequent to distribution may be communicated to the contact person
indicated on said form.
All banks are requested to complete the requested forms, reports and Exhibits and return the
package to the Clerk in accordance with the instructions in Section 1.6.3 "Written Responses
(Technical and Pricing) ". The Clerk of the Circuit Court intends to enter into a formal
Banking Services Contract with the awarded bank, which will incorporate all provisions of the
Request for Proposal. Additional terms and conditions will not be included in the Contract
unless mutually agreed to by both parties.
Due care and diligence has been exercised in the preparation of this Request for Proposal, and all
information contained herein is believed to be substantially correct. However, the responsibility
for determining the full extent of the banking services required and the administrative
responsibilities involved rest solely with those making proposals. Neither the Office of the Clerk
of the Circuit Court nor its representatives shall be responsible for any error or omission in this
request, nor for the failure on the part of the proposer to determine the full extent of the
exposure.
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RFP 2014001 Banking Services
PROPOSAL CHECKLIST
The undersigned, as proposer, hereby declares that he has examined the Specifications and informed
himself fully in regard to all conditions. The proposer further declares that the only persons, company or
parties interested in this proposal or the contract to be entered into as principals are named herein.
That this proposal is made without connection with any other person, company or companies submitting
a bid or proposal and it is in all respects fair and in good faith, without collusion or fraud.
The proposer proposes and agrees, if this proposal is accepted, to contract with the Clerk of the Circuit
Court and furnish in complete accordance with the attached specifications, according to the following
unit prices included in herein response to RFP 2014 -001 Banking Services.
Proposal Submitted By:
Address:
Telephone:
This proposal contains all the information requested in the Request for Proposal, including the
following Exhibits and information:
Exhibit A — Pricing Proposal Form Exhibit B —
Proposal Exception Form Exhibit C — General
Information
Exhibit D — Sworn Statement on Public Entity Crimes
Exhibit E — Letter of Intent
Exhibit F — BAI Critical Quality Indicator
Bank's Audited Statements for the previous two years
Bank's Availability Schedule
Map of Bank's main office and branch offices in Collier County
Statement of QPD and Collateral Verification
Signature of Authorized Individual
Typed Name
Title
Date
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EXHIBIT A
RFP 2014 -001 Banking Services
PRICING PROPOSAL FORM
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
DISB CCA CHECKS PAID
15
0100
4,000
CHK DEPOSIT ITEMS REJECTED
10
0230
500
CHK DEPOSIT ADJUSTMENT
10
0500
10
CHK EXCESSIVE DEPOSIT REJECTS
10
0230
35
COMPOSITE GROUP
01
9999
3
CHK RETURNED ITEM OR CHARGEBACK
10
0400
60
DISB CHECK PAID MICR REJECT & RE
15
0300
15
DISB CHECK PAID MICR REJECT & RE
15
0300
10
CHK UNENCODED ITEMS DEPOSITED
10
022Z
20,000
CHK ENCODED ITEMS DEPOSITED
30
021Z
24,000
MONTHLY MAINTENANCE
01
0000
20
CHK PAPER CHECK ADMIN FEE
10
1030
40,000
WIRE INCOMING STRUCTURED
35
0300
40
ACH CREDIT RECEIVED
25
0201
1,000
ACH DEBIT RECEIVED
25
0200
100
ACH ADDENDA RECEIVED
25
0202
1,000
DEPOSIT ADMINISTRATION FEE
00
0230
100,000
CCA OTHER DEBITS
15
0100
200
COMMERCIAL DEPOSITS
01
0101
2,000
ZBA PARENT ACCOUNT
01
0020
3
ZBA SUB- ACCOUNT
01
0221
20
ACH DELETION
25
0640
10
ACH RETURNED TRANSACTION
25
0302
35
ACH NOTIFICATION OF CHANGE
25
0302
10
ACH DIRECT SEND MONTHLY MAINT
25
0000
6
ACH DIRECT SEND ORIGINATED CR
25
0101
4,000
ACH DIRECT SEND ORIGINATED DR
25
0101
11,000
ACH DIRECT SEND ORIG ADDENDA
25
0102
300
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9/23/2014 13.A.
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
ACH DIRECT SEND FILE PROCESS
25
0501
50
ACH CREDIT ORIGINATED
25
0101
950
ACH FILE PROCESSED
25
0105
23
ACH RETURN /NOC RPT VIA WEB
25 1
0400
6
BILLER DIRECT PREM RECEIVABLE TR
25
9999
9,000
BILLER DIRECT PREM MONTHLY MAINT
25
1000
1
BKG CNTR DEPOSITED CASH
10
0015
900,000
BKG CNTR ORDER
10
0040
15
BKG CNTR ORDER COIN ROLL
10
0044
60
BKG CNTR ORDER NOTES STRAP
10
004A
10
BKG CNTR ORDER NOTES LOOSE
10
0048
500
BKG CNTR DEPOSIT NOTES STRAP
10
0016
200
BKG CNTR DEPOSIT NOTES LOOSE
10
0015
15,000
CASH VLT NTWK MONTHLY BASE CHARG
10
0153
1
PAPER REPRESENTMENT
10
0402
30
RETURNED ITEM SPECIAL INSTRUCTIO
10
0401
8
RETURNED ITEMS DATA CAPTURE
10
0430
500
RETURNED ITEMS DATA CAPTURE
10
0430
200
RETURNS MGMT MODULE
10
0416
1
RETURNS MGMT MODULE
10
0416
7
RETURNED ITEMS PER IMAGE
10
0415
100
RETURNED ITEMS PER IMAGE
10
0415
30
RETURNED ITEMS PER IMAGE
10
0415
5
ECL: IMAGE CASH LETTER FILES
30
9999
12
ECL: IQA VERIFICATION
99
9999
7
ECL: ECL ITEM CLEAR - ONUS
10
9999
35
ECL: EXCESSIVE IQA IMAGE REJEC
10
0201
5
ECL: IMAGE TIER 1
99
9999
400
ECL: IMAGE TIER 2
10
0201
100
ECL: IMAGE TIER 3
10
0201
5
ARP MONTHLY BASE CHARGE
20
0110
12
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9/23/2014 13.A.
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
ARP CHECKS PAID
20
0100
3,000
ARP CHECKS ISSUED
20
0110
3,00D
ARP DEPOSIT RECONCILIATION PER 1
10
0610
2,000
ARP PAID ITEM TRANSMISSION
20
0301
2,500
ARP PAID NO ISSUE
15
0310
200
ARP DATA ENTRY
20
0120
100
POSITIVE PAY MONTHLY BASE CHARGE
15
0030
10
BANK MAINTAIN POS PAY EXCPTN
15
0724
100
EDM MONTHLY SERVICE FEE
99
9999
10
EDM DEPOSIT
99
9999
20
EDM DEPOSIT
99
9999
25
EDM BEFORE 4:00 PM EST
99
9999
25
EDM BEFORE 4:00 PM EST
99
9999
50
EDM AFTER 4:00 PM EST
99
9999
1,200
EDM ON -US CLEARING
99
9999
150
EDM SUBSTITUTE CHECK CLEARING
99
9999
5
EDM IMAGE EXCHANGE CLEARING
99
9999
1,000
DEPOSIT IMAGING PER ACCOUNT
15
1353
25
DEPOSIT IMAGING PER ITEM
15
1353
100,000
CHECK IMAGING PER ACCOUNT
15
1353
25
CHECK IMAGING PER ITEM
15
1351
4,000
ONLINE IMAGE RETRIEVAL BASE
15
1355
5
ONLINE AMP PRIOR DAY BASE
40
0052
1
ONLINE AMP PRIOR DAY ACCOUNT
40
0272
25
ONLINE AMP PRIOR DAY DETAIL
40
0272
9,500
ONLINE AMP STOP PAYMENT
15
0420
50
ONLINE AMP INTRADAY BASE
40
0055
1
ONLINE AMP INTRADAY ACCOUNT
40
0055
25
ONLINE AMP INTRADAY DETAIL
40
0274
$00
-
BILLER DIRECT PREMIUM MINIMUM
99
9999
450
ARP ISSUES REJECTED
20
0211
20
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9/23/2014 13.A.
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
MULTI SIGNER BASE CHARGE
15
0210
2
PAPER DEPOSIT STATEMENT
01
0310
25
BKG CNTR NIGHT DROP USAGE
1D
0052
300
EDI PASS THROUGH
99
9999
10
RLBXCOURIERCHARGES
05
0413
1
ONLINE REPORTS MODULE
40
9999
1
ONLINE AMP ACH BASE
25
1100
1
ONLINE AMP WIRE TRANSFER BASE
35
0610
3
RLBX ITEMS PROCESSED
05
0200
26,000
RLBX EXCEPTION ITEM
05
0202
100
RLBX MONTHLY MAINTENANCE
05
0010
1
RLBX TRANSMISSION
05
0401
20
R LBX SPECIAL PAYMENTS
05
0303
5
RLBX DAILY CD ROM
05
0405
20
RLBX PER IMAGE
05
021Q
50,000
WLBX DOCUMENT SCANNED
05
011R
5,000
WLBX CD ROM IMAGING
05
0405
1
WLBX MAINTENANCE
OS
0000
3
WLBX ITEM W/ COPY
05
0100
35
WLBX ITEM W10 COPY
05
0101
2,500
WLBX CASH PAYMENT
05
0138
1
ONLINE AMP WIRE OUTBOUND DOMESTI
35
0202
60
ONLINE AMP WIRE OUTBOUND USD INT
35
0212
5
ADMIN WIRE OUTBOUND NREP
35
0202
1
Total
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General Services
Per Item Charge
Monthly Charge
Monthy Basic Account Fee - Custodial Account
Depository Eligible (DTC, FBE) - Custodial Account
Principal & Interest Paydowns - Custodial Account
Depository Eligible - Custodial Account
Bank Internet Securities WorkStation - Custodial Account
First 4 licenses (per month) - Custodial Account
Each 5 additional licenses (per Month) - Custodial Account
Voluntary Corporate Actions - Custodial Account
Wire Transfers (In /Out) - Custodial Account
Check Requests - Custodial Account
Special Services - per hour fee - Custodial Account
Total
Packet Page -708-
EXHIBIT B
RFP 2014 -001 Banking Services
PROPOSAL EXCEPTION FORM
OUR BANK CAN COMPLY WITH ALL ASPECTS OF THE CLERK'S BANKING SERVICE
REQUIREMENTS.
YES NO If no, detail below.
EXCEPTIONS to the requirements in this Request for Proposal:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
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9/23/2014 13.A.
EXHIBIT C
RFP 2014001 Banking Services
GENERAL INFORMATION
Qualifications and Experience
1. Name of Institution:
2. Physical address of office proposing to serve the County:
3. Date institution was chartered:
4. Attach a summary showing the institution's organization and principal staff members who will
be involved in providing services to Collier County.
5. Indicate or attached a description of your bank's customer service organizational structure.
6. Describe the responsibilities of customer service personnel, including the chain of command
for problem resolution.
7. Describe the local customer service support available.
8. Who will be the primary contact assigned to our account? From which area of the
organization, and from which branch will they be assigned?
9. List names, titles, phone numbers and e-mail addresses, and provide a brief biography of each
of the bank contact personnel.
10. Is your institution a State of Florida "Qualified Public Depository" pursuant to Chapter 280,
Florida Statutes?
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Funds Availability
11. Please describe your controlled disbursement process?
12. What options for notification and funding exist in the event of a second presentment?
13. How many times have you missed notification deadlines and by how much in a recent ninety
day period?
14. By what methods can you notify your customer of the amount of checks to be charged to their
account?
1s. Does notification of daily clearings (or funding requirements) include both check and ACH
debits?
16. At what time do you normally notify customers of their daily clearings? What is the earliest
you are able to make daily notifications? What is your latest deadline?
17. Do you have an established maximum dollar value limit that may not be exceeded by an
individual check? Do you have any restrictions regarding individual check amounts?
18. What procedure will be used to resolve overdrafts caused by funding failures as result of
improper funding from the County? As a result of the bank's error or delay in notification?
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Wire Transfer Services
19. What are the security features in your bank's PC wire system?
20. Does your institution have on -line Federal Reserve wire capabilities?
Account Reconciliation
21. Explain your institution's capabilities and experience in providing online account
reconciliation information.
Conversion
22. Describe a conversion plan to transfer assets of the County to your financial institution.
23. What lead time do you expect will be necessary before the conversion begins?
24. indicate your plans for educating and training the Clerk employees in the use of your system.
Should you need additional room for descriptions, please feel free to continue on a separate piece
of paper, clearly identifying the question number and "Exhibit C"
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SWORN STATEMENT UNDER SECTION 287.133
(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY
CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER
AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted with Bid, Proposal or Contract No. For
2. This sworn statement is submitted by
(Name of entity submitting sworn statement)
whose business address is:
(if applicable) its Federal Employer Identification Number (FEIN) is
(If the entitv has no FEIN. include the Social Securitv Number of the individual sieninf this
sworn statement:
3. My name is and my relationship to the entity named
(please print name of individual signing.)
above is
4. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida
Statutes, means a violation of any state or federal law by a person with respect to and
directly related to the transaction of business with any public entity or with an agency or
political subdivision of any other state or of the United States, including, but not limited
to, any bid or contract for goods or services to be provided to any public entity or an agency
or political subdivision or any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
5. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought
by indictment or information after July 1, 1989, as a result of jury verdict, non -jury trial, or
entry of a plea of guilty or nolo contendere.
6. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
a. A predecessor or successor of a person convicted of a public entity crime;
or
b. An entity under the control any natural person who is active in the management of
the entity and who has been convicted of a public entity crime. The term "affiliated"
includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in the management of an affiliate. The ownership by one
person of shares constituting a controlling interest in another person or a pooling of
equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person
who knowingly enters into a joint venture with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate.
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9/23/2014 13.A.
c. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes.
means any natural person or entity organized under the laws of any state or of the United
States with the legal power to enter into binding contract and which bids or applies to bid on
contracts for the provision of goods or services let by a public entity, or which otherwise
transacts or applies to transact business with a public entity. The term "person"
includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in management of an entity.
d. Based on information and belief the statement that I have marked below is true in
relation to the entity submitting this sworn statement. (Indicate which statement applies.)
Neither the entity submitting this sworn statement, nor any officers, directors,
executives, partners, shareholders, employees, members, or agents who are
active in management of the entity, nor any affiliate of the entity have been
charged with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one of the officers, directors,
executives, partners, shareholders, employees, members, or agents who are
active in management of the entity, or an affiliate of the entity has been charged
with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers,
directors, executives, partners, shareholders, employees, members, or agents
who are active in the management of the entity, or an affiliate of the entity
has been charged with and convicted of a public entity crime subsequent to
July 1, 1989. However, there has been a subsequent proceeding before a
Hearing Officer of the State of Florida, Division of Administrative Hearings and
the Final Order entered by the Hearing Officer determined that is was not in
the public interest to place the entity submitting the sworn statement on the
convicted vendor list. (Attach a copy of the final order)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY
IDENTIFIED IN PARAGRAPHS 1 -3 (ONE THRU THREE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT HIS
FORM IS VALID THOROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN
EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO
OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
(Signature)
(Date)
STATE OF
COUNTY O_ F
PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being
sworn by me, affixed his /her signature in the space provided on this day of 2014.
NOTARY PUBLIC
Commission number:
Commission expires: _
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Exhibit E
RFP 2014 -001 Banking Services
Letter of Intent
The intends to respond to the Request for
Proposal for Banking Services by the Collier County Clerk of the Circuit Court. We understand that any
changes, clarifications and addenda to the Request for Proposal will be promptly communicated to the
individual authorized below to receive this information.
Name
Financial Institution
Address
Telephone Number
FAX Number
E -mail Address
Please fax this form "Attention: Alina Bec" at 239/252 -8838.
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EXHIBIT F
BAI CRITICAL QUALITY INDICATOR
Critical Quality Indicator
Indicator
Tracking
Period
Last Two
Reported
Frequency
Covered
Measurements
for the
Last BAI
Survey
File Processing Error Rate
# of Files Processed Incorrectly
x 1,000
Total # of Files Processed
Item Processing Error Rate
# of Items Processed Incorrectly
Incorrectly
x 10,000
Total # of Items Processed
Failed /Late Processing Error Rate
# of Files Not Processed or
Processed Late
x 1,000
Total # of Files Processed
Failed /Late Item Processing
Error Rate
# of Items Not Processed or
Processed Late
x 10,000
Total # of Items Processed
Check Encoding Error Rate
# of (Bank Encoded) Items with
Encoding Errors
x 100,000
Total # of Items Encoded by Bank
Check Reject Rate
# of Rejects
x 1,000
Total# of Items Processed
39
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9/23/2014 13.A.
Coin & Currency Provided
Error Rate
# of Coin and Currency Order Errors
x 1,000
Total # of Coin and Currency
Orders Filled
Commercial Deposit Error Rate
# of Commercial Deposit Processing
Errors
x 1,000
Total # of
Commercial Deposits Processed
Reporting Error Rate
# of Clearing Total Errors Reported
x 100
# of Clearing Totals Reported
Reporting Delay /Failure Rate
# of Total Presentment Files Sent
After Deadline
x 100
# of Total Presentment Files
Reconciliation Error Rate
# of Reconciliations with Errors by
Account
x 100
Total # of Reconciliations by Account
Reconciliation Statement Delay/ Failure
Rate
# of Reconciliation Statements Not
Released after Goal
x 100
Total # of Reconciliation Statements
Released
ACH Origination File Error Rate
Origination Files Processed with Errors
x 1,000
Total # of Origination Files Processed
ACH Failed /late File Delivery Rate
# of ACH Origination Files Not Processed or
Processed Late
x 1,000
Total # of Origination Files Processed
40
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ACH Failed /Late File Receipt Date
# of ACH Receipt Files Not Posted on Time
X 1,000
Total # of ACH Files Processed
Payment Error Rate
Wire Transfers Processed with Errors
X 1,000
Total # of Wire Transfers Processed
Failed /Late Execution Rate
# of Failed /Late Wire Transfer
Payments
x 1,000
Total # of Wire Transfers Processed
41
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9/23/2014 13.A.
Banking Proposal
For:
Collier County Clerk of the Circuit Court
RFP 2014 -001 BANKING SERVICES
'kr
Nancy Ortega First National Bank of the Gulf Coast
Senior Vice President 3560 Kraft Road
Director of Treasury Operations Naples, FL 34105
nancyortegat?fnbof cg_com 239- 325 -3748
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9/23/2014 13.A.
0, *
'yam
Table of Contents
Collier County Clerk of the Circuit Court
Tab 1 Executive Commitment Letter
Tab 2 Scope of Services
Tab 3 Exhibit A — Pricing Proposal Form
• Merchant Services
• Dunbar Armored Services
Tab 4 Exhibit B — Proposal Exception Form
Tab 5 Exhibit C — General Information
Tab 6 Exhibit D — Sworn Statement of Public Entity Crones
Tab 7 Exhibit E — Letter of Intent
Tab 8 Exhibit F — BAI Critical Quality Indicator
Tab 9 Qualified Public Depository Certificate /Collateral Verification
Tab 10 Implementation & Training Process
Tab 11 FNB Contacts
• Biographies
• Organizational Chart
Tab 12 Banks Availability Schedule
Tab 13 Map of Bank Locations
Tab 14 Free Employee Checking
Tab 15 Bank Agreements
Tab 16 Banks Audited Statements for previous 2 years
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9/23/2014 13.A.
June 13, 2014
Collier County Clerk of the Circuit Court
Ms. Alina Bee, Purchasing Specialist
3315 Tamiami Trail East, Ste. 102
Naples, FL 34112 -5324
Re: Executive Commitment Letter — RFP 2014 -001 Banking Services
Dear Ms. Bec:
First National Bank of the Gulf Coast would like to thank the Collier County Clerk of the Circuit Court
for the opportunity to submit this request for proposal, which is valid until October 1, 2014. Our bank's
main focus is to fulfill the financial needs of our community. We distinguish ourselves with seven stars
in our logo which signifies our goal to set us apart from our competitors and operate under the "Golden
Rule" and "Seven Star Customer Service."
We believe that the following sets First National Bank of the Gulf Coast apart from other banks:
• locally headquartered in Naples, Florida
• sophisticated financial products and state of the art technology
• experience and reputation
• continued focus on Superior Customer Service
We have assembled experienced customer - oriented personnel, most of whom were an essential part of the
former First National Bank of Florida. ff awarded the banking business for the Clerk of the Circuit Court,
Nancy Ortega, Senior Vice President of our Treasury Operations Department will serve as your primary
contact The Collier County Clerk of the Circuit Court will always have direct access to Nancy, as well
as to both of us.
It is our goal to exceed your expectations. We encourage you to reach out to the references we have
provided. Relationships are built on trust We are proud of our relationships and the reputation we've
earned. We are also proud of the state of the art technology that enables us to provide cost savings to our
clients. We invite you and your staff to visit our main headquarters located at 3560 Kraft Road to tour
our facility and to meet the Deposit Operations team as well as the staff in Nancy's department.
First National Bank is dedicated to delivering what we pledge. We wholeheartedly believe that "people
bm* with people. " We are the bank "WAere Little Tkings Make a BIG Difference."
Sincerely, Sincerely,
Gary L. Tice arrett Richter
Chairman and CEO sidem
Post Otiiae Box 10910, Naples, FL 34101
(239) 348 -8000 Office (239) 213 -3342 Fax
® 2009 First National Bank of the Gulf Coer - --- e—Is'- iI Housing Lander, All Rlghts Reserved.
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9/23/2014 13.A.
Ili. Scope of Banking Services
A. Availability of Funds
The BOCC, COCC and SOE will make deposits at various branch locations throughout the day.
The Clerk of Courts requires all deposits received by the financial institution by 4:00
P.M. EST, at the earliest, be credited as same day transactions to the respective account
ledgers. The Clerk's Office also requires the financial institution adhere to the following:
1. Ensure same day availability of funds for cash deposits, incoming wire
transfers and ACH transactions, as well as checks drawn on the financial
institution.
Yes — FNB is committed to provide the above request.
2. Provide a copy of the financial institution's current availability schedule for
checks deposited and its methodology for computing deposit float.
FNB will provide next day availability on all domestic checks deposited into
accounts. Foreign checks are handled on a case by case basis.
B. Overnight Investment of Available Funds
Concentration account balances for the respective agencies covered by this RFP for the dates
indicated:
Month
BOCC
COCc
SOE
End
Concentration
Concentration
Concentration
Total
Apr -13
$38,916,137
$39,076,570
$232,334
$78,225,041
May -13
19,110,953
42,316,422
280,888
61,708,263
Jun -13
30,829,572
42,597,947
304,546
73,732,065
Jul -13
45,017,195
40,929,384
265,856
86,212,435
Aug -13
44,617,496
43,572,822
291,890
88,482,208
Sep -13
56,227,459
39,118,633
321,005
95,667,097
Oct -13
32,236,359
30,471,747
660,401
63,368,507
Nov -13
76,253,754
33,003,126
700,566
109,957,446
Dec -13
48,184,730
33,516,224
673,026
82,373,980
Jan -14
74,329,761
35,817,611
707,332
110,854,704
Feb -14
73,837,381
35,917,168
716,616
110,471,165
Mar -14
96,515,171
32,012,398
674,327
129,201,896
Avg. Balance
$53,006,331
$37,362,504
$485,732
$90,854,567
Although these balances are based upon actual historical data, the Clerk's Office cannot
guarantee such levels will be maintained.
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9/23/2014 13.A.
The awarded bank agrees to automatically invest the respective available balances in the BOCC,
COCC and SOE concentration accounts, and non - primary accounts, on the bank's books at 5:00
P.M. EST, i n accounts within the bank. Please explain the method used to calculate the
invested balance, the interest rate to be applied, compounding period and the frequency of
interest credits. The rate, or index, specified for the account must be available on a daily
basis for independent assessment by the Clerk's Office. Please provide a schedule showing
the proposed interest rate for the period April 2013 to March 2014.
Please see schedule following Scope of Services.
In the event that any concentration account should have a negative balance there will not be
any interest or penalty assessed. The Clerk will not accept any exceptions to this
specification.
FNB will establish Qualified Public Depository accounts as defined in Florida Statues, Chapter
280.
FNB will pay the Clerk 95% of the daily Effective Federal Funds rate with a floor of 0.25 %.
The daily Effective Funds Rate is quoted in the Wall Street Journal or www.WSJ.com.
Rate to Clerk as of June 9, 2014 would be 0.2S% - Interest accrues daily on collected balances
and is paid on the last day of each month. FNB requests that the Clerk maintain at least $25
million on deposit for length of contract.
Alternative Overnight Investment
Alternative overnight investments may be proposed but only as an optional proposal. Please
provide the services specified above in your proposal, with an attachment describing the
alternative proposal. Alternative proposals may be accepted if they are considered
"deposits" and are thus covered by Florida Statutes, Chapter 280, and they provide the same
level of and security and service outlined above. The Clerk is interested in maximizing
Investment return without increased risk or loss of flexibility.
FNB does not currently offer an alternative overnight investment product. Should one be
developed, FNB will extend the product offering to the Clerk.
C. Electronic Cash Management
The bank will provide electronic cash management services capable of providing at least the
following on all BOCC, COCC and SOE accounts:
1. Previous day detail reporting by 8:00 A.M. EST.
Yes — FNB's electronic banking system has this feature.
2. Current day balance and detail reporting by 8:00 A.M. EST, and intra -day ACH and
controlled disbursement reporting by 1:30 P.M. EST.
Yes — FNB's electronic banking system has this feature.
3. Stop payment inquiry capability for accounts payable and payroll checks.
Yes — FNB is committed to providing the above request.
4. Initiate repetitive and non- repetitive wires via the Internet.
Yes — FNB is committed to providing the above request.
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9/23/2014 13.A.
5. Positive pay service for checks and ACH transactions, with the ability to send
multiple daily files, as well as offer the capability to remove a check or ACH from a
file and receive electronic notification of exception items.
Yes — FNB is committed to providing the above request.
In addition, provide information on the bank's electronic cash management services, and
whether or not the above criteria can be met. Please include all related hardware and
software requirements.
FNB is committed to proving the above requests. Requirements will require Internet
Explorer, programs are web based.
D. Wire Transfer Services
The Clerk will require dual release for all outgoing wire transfers. At no time will the Clerk
permit or assign the authority for any one individual employee the capability of executing
outgoing funds transfers independently.
1. Describe in detail your financial institution's security procedures for electronic fund
transfers (EFT).
First National Bank of the Gulf Coasts internet banking application allows for wires
to be sent under dual control approval. Under the circumstances a wire request is
faxed or emailed the Bank will perform security procedures by comparing the
signature of the wire request to the signatures on file and perform a verification
phone call to a designated signor on the Wire Transfer Agreement form for wire
authorization
Wire transfer request submitted before 5:00 PM EST will be processed the same day.
Should the county ever need to submit a wire request later than 5:00 PM EST, it is
requested that the customer provide the Bank notification, so the Bank can attempt
to accommodate.
FNBs internet banking application allows for wires to be sent with a single user
authorization or under dual control approval. Once a wire has been authorized and
sent an automated email notification will be sent to all applicable recipients
verifying the outgoing wire information. Wires can be designated as a repetitive
wire and saved within the internet banking application as a template.
The wire transfer history can be accessed in the Internet banking application. The
wire retention history period is for the life of the account.
2. What is the latest time an outgoing EFT can be released?
Wire transfer request submitted before 5:00 PM EST will be processed the same day.
Should the county ever need to submit a wire request later than 5:00 PM EST, It Is
requested that the customer provide the Bank notification, so the Bank can attempt
to accommodate.
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9/23/2014 13.A.
E. ACH Payables and Payroll Direct Deposit
The awarded bank shall have the ability to provide ACH services for the direct deposit of
payroll and payables. The bank shall be capable of receiving this data via direct
transmission in standard NACHA format, with credit entries directed to the employee's or
vendor's account at any participating financial institution. Responses to the following must
be included in each proposal:
1. Provide required file format and ACH agreement.
All ACH files should be in NACHA (National Automated Clearing House Association)
formatted. Please see tab # 15 for a copy of the ACH Agreement.
2. Instructions for the origination of ACH entries.
ACH is initiated within Electronic Banking. The user will have the ability to upload
file thru electronic banking system that has been exported from Clerk's desktop to
select a direct deposit file. All files delivered through electronic banking are
automatically encrypted.
3. Describe the security procedures, including file encryption.
Electronic banking is supported by a multi factor authentication architecture that
ensures system access controls. The internet banking application allows for ACHs to
be initiated by single user authorization or under dual control approval.
Furthermore, the Bank offers fraud protection through ACH block and filter services,
where certain types of ACH transactions are prevented. This helps monitor your
account for unauthorized activity and unauthorized transactions are automatically
returned.
4. Instructions for error resolutions in file transmission.
The Clerk may call us if they should experience an error within file transmission.
S. Number of days the file must be received prior to the effective pay date.
NACHA rules state files must be received 2 days prior to the effective pay date.
5. Indicate when the off - setting debit will post to the respective accounts (BOCC,
COCC and SOE).
The off - setting debit transaction would occur on the effective date within file
transmission.
7. Do you provide ACH return notification, and if so, how is the electronic information
transmitted?
Notices of ACH returns will be sent via email unless Clerk should request something
different.
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9/23/2014 13.A.
8. Provide a 12 — month calendar of banking holidays, with assurance that holidays
will not affect direct deposit transmission dates. The Clerk's holiday schedule for
calendar year 2014 is available at www.CollierClerk.com.
Federal Holiday
2014
2015
New Year's Day
Wednesday January 1"
Thursday January 15`
Martin Luther King's
Birthday
Monday January 20`h
Monday January 19`
Presidents Day
Monday February 7`h
Monday February 16`h
Memorial Day
Monday May 26'n
Monday May 25`
independence Day
Friday July 4`h
Friday July 3'
Labor Day
Monday September 1"
Monday September 7`h
Columbus Day
Monday October 13 1h
Monday October 12`
Veterans Day
Tuesday November 11`h
Wednesday Novemberll`h
Thanksgiving Day
Thursday November 27 1h
Thursday November 26`
Christmas Day
Thursday December 25`h
Friday December 25`
9. Make provisions for electronic acknowledgment of each file transmission that is sent,
identifying the total dollar amount of the file and the number of
transaction(s).
A confirmation Is provided within electronic banking at time of submission of file. If
the Clerk would like to have further confirmation they may email FNB and we will
reply with confirmation.
F. Positive Pay Services
The financial institution shall be capable of providing positive pay services for all
checks and ACH transactions. Each proposal must include a response to the following:
1. Provide the required file format.
FNB has the ability to meet the county's file format specification.
2. Include the bank's positive pay agreement.
Please see tab# 15 for the Positive Pay Agreement. Upon request modification of
the Positive Pay Agreement may be tailored to Clerks specifications.
3. The financial institution must be able to receive a direct data file
transmission.
Yes — this may be achieved via electronic banking.
4. What is the maximum frequency with which these transmissions can occur?
No maximum, Positive Pay files maybe sent multiples times throughout the day.
S. Exception items must be presented to the Clerk's Office electronically. Please
provide the time that they will be available. No item shall be cleared without
approval of the Clerk's office.
Exception items within Positive Pay are available by 8:00 AM, EST.
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9/23/2014 13.A.
6. Provide the latest time the bank will accept a positive pay file transmission for
current day activity.
5:00 PM EST — In the event the Clerk should need to extend this time please
contact Nancy Ortega or John Dash to arrange.
G. Account Reconciliation and Statements
The bank will provide monthly bank statements and online reconciliation services for the
accounts specified and for those established during the term of this contract. The
following are minimum requirements for these services:
1. Provide cleared check information electronically, on a daily basis and per cleared
item.
Yes — FNB is committed to providing the above request.
2. Provide the BOCC, COCC and SOE account reconciliation data online, aggregated
by bank account.
Yes — FNB is committed to providing the above request.
3. Provide monthly statements within ten business days after the end of the calendar
month.
Monthly statements will be available on 1n business day of each month via
electronic banking. Statements will include images of all paid checks.
4. The bank will provide all debit and credit memorandums with each monthly
statement.
Yes — FNB is committed to providing the above request.
5. All cancelled check and deposit images will be available online to the Clerk's
Office within 10 days after the end of the calendar month.
All cancelled checks and deposit images will be available online next business day
after the transaction occurs.
6. Provide details of your imaging service including system features and
hardware requirements.
All images are maintained within electronic banking for 1 year. If Clerk should
need images prior simply request through Nancy Ortega or John Dash. This can be
done same day at no additional charge.
H. Account Analysis Statements
1. The bank agrees to provide separate monthly analysis statements for each of the
BOCC, COCC and SOE accounts.
Yes — this is available.
2. Monthly summary analysis will be provided showing the combined activity for all
BOCC, COCC and SOE accounts.
Yes — this is available.
3. The analysis statements will, at a minimum, itemize the services provided, volume
processed, unit charges and extended totals.
Yes — this is available.
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9/23/2014 13.A.
4. Monthly analysis statements will be made available online.
Yes — this is available.
I. Daylight Overdraft
Occasionally, the BOCC concentration account sends out a large outgoing wire transfer which
necessitates the funds to cover these transactions be wired from an outside investment
source (i.e., custodial account). Generally, the outgoing wire is ready for processing prior to
the receipt of the funds necessary to cover this transaction, thereby creating a daylight
overdraft. The successful proposer will demonstrate the ability to cover these overdrafts
without assessing penalties or interest.
Daylight overdrafts do not apply, FNB will provide next day availability on all funds.
J. Foreign Items
Please describe the process required by your financial institution for depositing foreign
checks.
All checks from other countries other than Canada are sent for collection. Any Canadian
checks deposited will be available within 5 business days after deposit.
K. Payment for Banking Services
Please discuss the methods of fee payment available to the County. If an earnings credit
methodology is proposed please provide the details for its calculation and the calculation of
the earnings credit rate (ECR). In addition, please provide a minimum ECR rate. Direct
invoice payment terms shall be net 45 days from date of receipt. At no time shall the bank
automatically debit any account for service charges or fees.
Please see tab# Exhibit A - Pricing Proposal Form for explanation of fees.
Complete the applicable unit price for services along with the monthly totals for each line
item in Exhibit A. In addition, at the bottom of Exhibit A, include any fees your
institution will assess that may not appear in this exhibit or that are related to expanded
services. Please see tab# 3 Exhibit A— Pricing Proposal Form.
L. Retail Lockbox Services
The BOCC currently utilizes a lockbox for the collection and processing of utility payments. A
response to the following must be included in each proposal:
1. Provide the bank's retail lockbox agreement.
Please see tab# 15 for a copy of the Retail Lockbox Agreement. Upon request
modification of the Lockbox Agreement may be tailored to Clerks specifications.
2. Please indicate the proposed location of the lockbox site, including address. Also,
provide an alternate lockbox processing location in the event the primary location is
unable to process payments.
PO Box is located at the main post office in Collier County. Off site facilities are
located in Winter Haven, FL or we can use Monett, MS.
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9/23/2014 13.A.
3. Is the retail lockbox processing being performed by the bank, or by a third parry? If
by third party, please identify and provide appropriate background information for
evaluation.
Lockbox is owned and operated by FNB. Lockbox is maintained at the FNB
headquarters located at 3560 Kraft Rd. Naples, FL 34105.
4. The bank must accept a CSV file from the BOCC's Utility Billing and Customer
Service Department (UBCS) containing all customer numbers. This file will be sent
weekly to the bank and this file will be used to verify that the account numbers,
and format, match before the payment file is sent to UBCS.
Yes — FNB is committed to the above request.
S. What is the processor's average error rate per 1,000 items processed?
Reviewing your current scan line and being familiar with the quality of the
documentation, the average error rate should be less than 5%. If the Clerk should
come across an error we ask that you notify the lockbox department immediately so
we can get the error resolved as quickly as possible.
6. Explain the process that will be used to process payments representing multiple
accounts.
Example of multiple accounts:
• If check Is sent with coupons of various accounts, we will apply payment based
on coupons received.
• If check is sent without coupons but supporting documentation indicating
breakdown of accounts, we will apply payments accordingly.
• If check is received with NO coupon of supporting documentation, we will reach
out to clerk for direction.
The bank must provide online access to payment detail on a same day basis.
Such data would include all checks, stub images, customer account number, check
number and dollar amount, and be a v a i 1 a b I e no later than 2 :00 P.M. The
bank must also provide internet access to accounts sufficient to allow the viewing
of returned checks.
Yes — FNB is committed to the above request.
8. All information related to payments that do not have either a payment stub
enclosed or an account number shown on the check will be sent via overnight mail to
UBCS. All correspondence received by the lockbox will also be sent via overnight mail
to UBCS.
FNB will sit down and tailor to the Clerks specifications. It is our goal to process
everything and email Clerk with anything outstanding.
9. How frequently is the mail picked up at the lockbox? In addition, what is the last
mail pickup time that will be included in that days' deposit.
Currently mail is picked up no later than 9 AM EST and again at noon each day.
All payments will be processed same day.
10. Provide the operating hours of the processor's lockbox department and provide a
contact person for the UBCS lockbox account.
8:00 AM EST to 5:00 PM EST. — John Dash, AVP of Lockbox and Electronic Banking
works directly with Nancy Ortega and her team.
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9/23/2014 13.A.
11. A fax or e-mail must be provided to the BOCCs Utility Billing Department
by 2:00 P.M. EST, each day identifying the total deposit amount and number of
transactions.
Yes, FNB will provide the above request daily.
12. Please define the testing and implementation time required to "go live" after the
award of contract, including as detailed a schedule as possible.
Upon receiving format of file delivery and coupon sample we can have retail lockbox
set up in less than 10 days.
13. Upon bank selection, lockbox testing must be successfully completed in a timely
manner.
Yes, FNB will provide the above request.
14. Please provide protocols for the resolution of errors related to file transmission.
Additional technical specifications and requirements for Retail Lockbox Services are
available upon request.
FNB believes in communicating with lockbox customers — we generally don't
experience errors in processing, however if one should occur, we can correct and re-
generate file within same day of notification.
M. Wholesale Lockbox Services
The BOCC currently utilizes a lockbox for the collection and processing of Emergency Medical
Services (EMS) payments. A response to the following must be included in each proposal:
1. Provide the bank's wholesale lockbox agreement.
FNB is in the process of implementing a Wholesale Lockbox Agreement and should
have completed mid July 2014. FNB will tailor the Wholesale Lockbox Agreement to
Clerks specifications.
2. Please indicate the proposed location of the lockbox site, including address. Also,
provide an alternate lockbox processing location in the event the primary location
is unable to process payments.
FNB's wholesale lockbox processed out of the at the bank's headquarters located
at 3560 Kraft Road, Naples. In the event of an emergency, the alternative lockbox
processing site is located in Winter Haven, FL with Monett, MS as its backup.
3. Is the wholesale lockbox processing being performed by the bank, or by a third
party if by third party, please identify and provide appropriate background
information for evaluation.
FNB owns and operates its wholesale lockbox.
4. What is the processor's average error rate per 1,000 items processed?
Typically errors do not occur within lockbox. If the Clerk should come across an error
we ask that you notify the lockbox department immediately so we can get the error
resolved as quickly as possible.
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9/23/2014 13.A.
S. Explain the process that will be used to process payments representing multiple
accounts.
Example of multiple accounts:
• If check is sent with coupons of various accounts, we will apply payment
based on coupons received.
• If check is sent without coupons but supporting documentation
indicating breakdown of accounts, we will apply payments accordingly.
• If check is received with NO coupon of supporting documentation, we
will reach out to clerk for direction.
6. The bank must provide online access to payment detail on a same day basis.
Such data would include all checks, stub images, customer account number, check
number and dollar amount, and be a v a i I a b I e no later than 2:00 P.M. The
bank must also provide Internet access to accounts sufficient to allow the viewing
of returned checks.
Yes — FNB will provide the above request.
7. All information related to payments that do not have either a payment stub
enclosed or an account number shown on the check will be communicated to EMS
not later than the next day. All correspondence received by the lockbox will be
scanned and made available on the bank's website the following day.
FNB should be able to communicate this information same day, if not, at the
latest the next morning.
8. How frequently is the mail picked up at the lockbox? In addition, what is the last
mail pickup time that will be included in that days' deposit.
Currently mail is picked up no later than 9 AM EST and again at noon each day.
All payments will be processed same day.
9. Provide the operating hours of the processor's iockbox department and provide a
contact person for the EMS lockbox account.
8:00 AM EST to 5:00 PM EST. —John Dash, AVP of Lockbox and Electronic Banking
works directly with Nancy Ortega and her team.
10. A faxor e-mail must be provided to EMS personnel by 3:00 P.M.
Each day identifying the total deposit amount and number of transaction.
Yes, FNB will provide the above request daily.
11. Please define the testing and implementation time required to "go live" after the
award of contract.
Upon receiving format of file delivery and coupon sample we can have wholesale
lockbox set up within 30 days.
12. Upon bank selection, lockbox testing must be completed in a timely manner.
Yes, FNB will provide the above request.
13. Additional technical specifications and requirements for wholesale lockbox services
are available upon request.
If awarded the contract FNB will need the technical specifications and
requirements as soon as possible to format our system.
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N. Pre - Authorized Debits (Drafts)
Pre - authorized debits are used in conjunction with the Board's Utility Billing
Department operation; as a result the following criteria exist:
1. The bank must be capable of receiving and processing encrypted pre- authorized
debit files received from UBCS.
FNB will provide the Clerk with a secured token allowing them to upload ACH debit
files that will automatically be encrypted.
2. The bank must provide the required file format.
FNB will provide the Clerk with the NACHA format and will test all files submitted.
3. Provide the maximum number of files that can be transmitted to the bank each
day.
Unlimited
4. What is the latest time a transmission will be accepted?
Files can be sent 24 hours a day. To send a file with a next day effective date, that
file should be received by Bank no later than 4:00 PM EST.
S. The bank must provide a daily e-mail for each file transmitted confirming the
following:
Numbers of records received and returned ACH items
• Tota I dollar amount of the batch received
- Date payments will be applied to the BOCC's account
- Any errors that have occurred
All the above can be accomplish this a few ways -
- Clerk can email us after transmission of files and we can reply confirming
amounts and totals.
- FNB can generate an automated report (at no additional charge) that will
arrive daily into specified email addresses with file totals.
6. Provide instructions for error resolution in file transmission.
If the Clerk should come across an error, please contact us immediately and FNB will
get corrected as soon as possible.
0. Designated Account Executive and References
The Clerk requests that the proposing banks provide the names of a designated account
executive, as well as an alternate. The designated account executives must be local and have
the authority to make timely decisions in the normal course of business.
Designated Officer:
Nancy Ortega — SVP Treasury Operations
Phone: 239- 325 -3748
Cell: 239 - 229 -2436
nancyortega�'►a fnbofec.com
Alterative Officer:
John Dash —AVP Deposit Operations
Phone: 239 - 325 -3761
Cell: 239 - 825 -8886
johndash @fnbofgc.com
Packet Page -732-
9/23/2014 13.A.
The bank should provide at least three (3) governmental clients as references. Please provide
names, titles, addresses and telephone numbers.
1. Collier County Sheriffs Office
Ms. Andrea Marsh — Finance Director
Andrea. marsh@ colliersheriff.ore
239 - 793 -9374
2. Immokalee Water & Sewer
Ms. Eva Deyo Executive Director
evadeva @iw- sd.com
239 -658 -3630
3. Collier County Property Appraiser
Ms. Patty Hisler
phisler @col lierappraiser.com
239- 252 -8255
P. Custodial Arrangements
The Clerk desires to place all of its custodial services with the bank that serves as the depository
bank for the County. The custodial services requested will be for various securities that are
purchased from other dealers and banks. These securities will be purchased and -then
transferred to the depository bank to be placed in a custodial account within the bank's t
rust d epartment. The trust department will act as the Clerk's agent for all custodial
transactions. These securities will be held until they are called, sold or mature. The following
amounts reflect the Clerk's estimate of the number of securities and par values that will be
placed within the custodial account on an annual basis:
FNB will establish a separate custodial account in the Clerks name with Infinex Financial
Group. Infinex Financial Group is an independent full service broker - dealer who has partnered
With First National Bank of the Gulf Coast. Infinex has the ability to provide the Clerk
securities services (sales, redemptions, purchases, etc...). The account at Infinex will be
transparent to the Clerk. The Clerk's contact will be with Nancy Ortega and Michael
Dunzelman for all transactions. Delivery instructions will be provided upon establishment of
custodial account.
Estimated number of annual transactions ( sales, calls, purchases, maturities and
coupon maturities): Approximately 80
Number of securities held as of March 31, 2014: 21
F air value of securities held as of March 31, 2014: $609 Million
Monthly reports describing all activities within the custodial account will be provided
electronically. As part of its response each bank will provide their general custodial services
agreement for review.
Currently all reporting can be done either by paper or online inquiry & reporting will be
available online at the end of the month.
The Clerk requires that all investment transactions clear through the respective concentration
accounts. This should be construed to mean purchases, calls, maturities, sales and income
postings. This transaction activity shall not be netted In any circumstance.
Yes — FNB & Infinex Investments Inc. can meet these expectations.
Packet Page -733-
9/23/2014 13.A.
Q. Merchant Services
The Clerk requires me rc h ant services processing for the BOCC and COCC agencies and
requests that all proposers submit their merchant services processing format and processes
for evaluation. A proposing bank shall provide merchant services to various departments
throughout the BOCC and COCC at one discount rate. The bank shall submit individual
merchant services invoices to the Clerk's Office monthly for all merchant charges, as well as
provide daily and monthly settlement statements separate from its Invoices for merchant
charges. Settlement statements, merchant chargebacks and merchant charges shall be
available online. The proposal must be inclusive of all rates and charges associated with
merchant services. Payment Card Industry (PCI) compliance must be maintained by the
successful bidder as a part of the merchant services processing requirement. The BOCC and
COCC agencies do not desire to hold or handle cardholder information. The proposing
financial institution understands that there are existing merchant services processors
providing certain services to the BOCC and COCC agencies that must be integrated as a result
of being selected. At the time of renewal of these individual arrangements consideration will
be given to consolidating these services.
Please see Priority Payments South Florida Pricing attached to Exhibit A - Pricing Proposal
Form.
The following is a table outlining all merchant services activities for the period April 1, 2013 to
March 31, 2014:
Site Transactions Amount
BCC - Utilities Online
112,327
$12,089,595.44
BCC - Utilities OTC/Telephone
13,501
2,362,062.20
BCC - Utilities North Naples
585
86,677.97
BCC — Utilities IVR
51,412
5,446,107.50
BCC — Landfill
8,643
1,080,119.85
BCC — Naples Recycling Center
499
17,623.45
BCC — Marco Recycling Center
188
6,952.30
BCC — Immokalee Recycling Center
559
46,803.02
BCC — North Collier Recycling Center
74
2,336.90
BCC —Growth Management Online
6,371
1,697,162.00
BCC — Parks and Rec. Parking/Beaches
40,672
334,726.35
BCC — Domestic Animal Services
2,188
108,918.53
COCC—Traffic
13,762
2,749,131.98
Total
250,781
$25,992,217.49
Packet Page -734-
9/23/2014 13.A.
R. Miscellaneous Banking Requirements
All proposals must acknowledge if the financial institution can comply with each of the
following requirements:
1. The Clerk's Office requires maximum anti -fraud protection on all BOCC, COCC and
SOE accounts. Please indicate account protections and enhancements available to
complement positive pay in ensuring that fraud does not impact the Clerk's bank
accounts. Any related pricing should be included on Exhibit A.
Positive Pay with FNB is at no cost to the Clerk. Anti -fraud protection is provided on
all accounts using positive pay.
2. All checks deposited to a BOCC, COCC or SOE account that are returned due to
insufficient, unavailable or uncollected funds shall be re- deposited a second time
as a standard procedure, without charge.
Yes — FNB will provide the above request at no additional charge.
3. The Clerk can establish additional accounts at any time utilizing the same fee
structure as agreed upon during the contract period.
Yes — the Clerk may open additional accounts throughout the contract utilizing same
fee structure as agreed upon.
4. All banking supplies will be provided free of charge i.e. deposit tickets, deposit stamps
and deposit bags. All banking supplies shall be provided prior to contract
commencement.
FNB will provide free of charge: deposit tickets, endorsement stamps and
disposable deposit bags. If awarded contract FNB would like to provide at no
additional charge up to 24 remote deposit scanners (Digital Check CX30's) at various
locations to assist in processing check deposits.
S. All debit and credit memorandums used to adjust deposit errors on any BOCC,
COCC or SOE account will be available online daily, with suitable backup, to the
Clerk's Finance and Accounting Department. No debit and credit memoranda
required to adjust errors caused by the bank will be charged to the Clerk.
Yes, FNB will provide the above request.
6. The bank must honor all over the counter checks drawn on any BOCC, COCC or SOE as
they are presented. Prior to refusing payment on any BOCC, COCC or SOE account
the financial institution agrees to contact the Clerk's Finance and Accounting
Department.
Yes, FNB will provide the above request.
7. The bank will treat all BOCC, COCC or SOE checks that are four months or
older (from date of issuance) as stale dated and deem them non- negotiable.
Yes our Positive Pay System can meet this requirement. Checks will be flagged at
the teller line when system detects check older than 4 months to stop item from
being cashed. Checks received in nightly processing older than 4 months old will hit
daily positive pay exception report. A report is also available to automatically be
emailed containing stale dated items.
Packet Page -735-
9/23/2014 13.A.
8. The bank will provide Magnetic Ink Character Recognition (MICR) check
specifications to the check printer.
Yes, FNB will provide the above request.
9. The bank will annually provide the Clerk's Office a list of all accounts at the
bank using the BOCC, COCC and SOE's respective Federal Identification Numbers as
part of the Qualified Public Depositor Report filing process.
Yes — FNB will honor the above request.
10. Please provide the bank's automated teller machine agreement, including relevant
specifications and requirements, if any, for review.
FNB will provide to the Clerk 2 ATM machines at no charge for the length of
contract and share 25% of the net profit. Additional ATM's will cost the Clerk
approximately $1800.00 a month. If awarded contract FNB will provide ATM
agreement along with specifications and requirements.
11. Please include separate pricing for armored courier service to be provided through
the bank so that it can be compared to the Clerk's current arrangement for courier
services.
FNB will provide 6 cash safes at no charge to the Clerk for the length of the contract.
FNB will provide weekly pickup of the cash canisters at no additional charge to the
Clerk. Please see pricing for daily pickup attached to Exhibit A — Pricing Proposal
Form.
S. Disaster Recovery Plan
In the event of a disaster the availability of information reporting, wire transfers, ACH and
payroll services are critical for the emergency operations of the BOCC, COCC and SOE.
Please describe your institution's disaster recovery plan and how that plan relates to the
continuing operation of the BOCC, COCC and the SOE in a disaster situation. Some
specifics follow:
1. What is your process of client notification when a disaster situation arises?
Nancy Ortega and her team will notify the Clerk prior to hurricane possibility to
work out expected cash and banking needs. If a disaster should happen
unexpectedly, Nancy Ortega and her team will reach out to Clerk immediately to
arrange expected cash and banking needs. The Clerk will be provided contact
names and cell numbers of bank representatives.
2. How quickly does the bank expect to resume normal operations following a
disaster?
FNB's intention Is to resume normal operations within the first 24 hours. This
would include basic branch services. FNB's more comprehensive systems should
be up and running within a 24 -96 hour time frame.
3. In the event of an impending emergency the BOCC, COCC and SOE may need
to withdraw certain amounts of cash from their respective accounts. Describe the
procedures required for the bank to accommodate transactions of this type. In
addition, the Clerk's Office will require that the bank have available cash amounts
of $1,000,000, $100,000 and $25,000, respectively, for the agencies.
We would like to have 2 business days notice on any amount over $100,000.00.
Anything less we would request a phone call prior to coming to main office so we
can have funds put together.
Packet Page -736-
9/23/2014 13.A.
4. Your financial institution must accept emergency pay files at times outside the
normal bi- weekly schedule.
Yes — FNB is committed to providing the above request.
T. Available Technologies
The Clerk desires to leverage technology in order to provide safe and effective banking
services for public dollars. The Clerk is interested in the proposer's solutions regarding
technological advances including, but not limited to:
1. Point of service transaction processing — Priority Payments has many solutions that
have integration abilities and can assist the Clerk to get set up with this type of
processing. This technology can be implemented once determined based system
specifications of your customer management data base. Fees range from $1S- $20
a month but could potentially be built into other merchant service programming.
2. Payroll cards — FNB will explore Payroll cards upon request of the Clerk of Courts.
FNB would need 90 days to get implemented. Fees from this product can vary
depending on type of card, if it will be customized, how it is generated and how
many will be ordered.
3. Smart Safe technology, or equivalent electronic deposit management — FNB will
provide 6 cash safes at no charge to the Clerk for the length of the contract. FNB
will provide weekly pickup of the cash canisters at no additional charge to the
Clerk.
4. Interactive Voice Response technology, or equivalent — FNB has a product called
Calipay that could be explored with the Clerk. Time frame of implementation
would be between 60 -90 days.
S. Image Replacement Documents — All checks deposited are available next day.
6. Security enhancements — FNB currently requires customers to utilize security
tokens with electronic banking as well as multifactor authentication including
security questions. As security enhancements evolve, FNB will reach to the Clerk
with any updates or additional technology as is comes available. Security tokens
are issued as needed at no additional charge.
Please include all related pricing on Exhibit A "Pricing Proposal Form". if technologies are
not currently available provide estimated availability schedule.
Packet Page -737-
9/23/2014 13.A.
RFP 2014 -001 Banking Services
PROPOSAL CHECKLIST
The undersigned, as proposer, hereby declares that he has examined the Specifications and informed
himself fully in regard to all conditions. The proposer further declares that the only persons, company or
parties interested in this proposal or the contract to be entered into as principals are named herein.
That this proposal is made without connection with any other person, company or companies submitting
a bid or proposal and it is in all respects fair and in good faith, without collusion or fraud.
The proposer proposes and agrees, if this proposal is accepted, to contract with the Clerk of the Circuit
Court and furnish in complete accordance with the attached specifications, according to the following
unit prices included in herein response to RFP 2014 -001 Banking Services.
Proposal Submitted By: First National Bank of the Gulf Coast
Address: 3560 Kraft Road Naoles. FL 34105
Telephone: 239- 325 -3748
This proposal contains all the information requested in the Request for Proposal, including the
following Exhibits and information:
Exhibit A — Pricing Proposal Form
Exhibit B — Proposal Exception Form
Exhibit C — General Information
Exhibit D — Sworn Statement on Public Entity Crimes
Exhibit E — Letter of Intent
Exhibit F — BAI Critical Quality Indicator
Bank's Audited Statements for the previous two years
Bank's Availability Schedule
Map of Bank's main office and branch offices in Collier County
Statement of QPD and Collateral Verification
Signature of Authorized Individual
Nancy Ortega
Typed Name
Senior Vice President — Treasury Operations
Title
June 13, 2014
Date
Packet Page -738-
9/23/2014 13.A.
` EXHIBIT A
RFP 2014 -001 Banking Services
PRICING PROPOSAL FORM
First Year of contract will be at NO CHARGE for FNB banking and custodial services.
Second year thru the remainder of the contract FNB will charge a monthly fee of $7500.00 for FNB banking and
custodial services. (Merchant service pricing is separate and attached).
Other services offered:
• FNB will provide 2 ATM's at no additional charge. FNB will share 25% of net profit with Clerk
for length of contract. Additional individual ATM's can be leased to the Clerk for $1800.00 a
month.
FNB will provide 6 Dunbar Cash Safe's at no additional charge to the cash Intensive locations.
This would include weekly pickup of canisters and provisional credit for length of contract.
FNB will provide at no additional charge: all endorsement stamps, deposit tickets and
disposable bags for length of contract.
FNB would like to install up to 24 remote deposit scanners at various locations at no
additional charge. Scanners provided would be Digital Check CX30.
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
DISB CCA CHECKS PAID
15
0100
4,000
0.00
No Charge
CHK DEPOSIT ITEMS REJECTED
10
0230
500
0.0
No Charge
CHK DEPOSIT ADJUSTMENT
10
0500
10
0.0c
No Charge
CHK EXCESSIVE DEPOSIT REJECTS
10
0230
35
0.0c
NO Charge
COMPOSITE GROUP
01
9999
3
0.0c
No Charge
CHK RETURNED ITEM OR CHARGEBACK
10
0400
60
0.0c
No Charge
DISB CHECK PAID MICR REJECT & RE
15
0300
15
0.0c
No Charge
DISB CHECK PAID MICR REJECT & RE
15
0300
10
0.0c
No Charge
CHK UNENCODED ITEMS DEPOSITED
10
022Z
20,000
0.0c
No Charge
CHK ENCODED ITEMS DEPOSITED
10
021Z
24,000
0.0c
No Charge
MONTHLY MAINTENANCE
Ol
0000
20
0.0
No Char-
CHK PAPER CHECK ADMIN FEE
10
1030
40,000
0.0
No Charge
WIRE INCOMING STRUCTURED
35
0300
40
0.0
No Charge
ACH CREDIT RECEIVED
25
0201
1,00
0.0
No Charge
ACH DEBIT RECEIVED
25
0200
100
0.
No Charge
ACH ADDENDA RECEIVED
25
0202
1,000
0.0
No Charge
DEPOSIT ADMINISTRATION FEE
00
0230
100,000
0.0c
No Charge
CCA OTHER DEBITS
15
0100
200
0.0 '
No Charge
Packet Page -739-
9/23/2014 13.A.
COMMERCIAL DEPOSITS
01
0101
2,000
0.0c
No Charge
ZBA PARENT ACCOUNT
01
0020
3
0.0c
No Charge
ZBA SUB- ACCOUNT
01
0221
20
0.0c
No Charge
ACH DELETION
25
0640
10
0.0
No Charge
ACH RETURNED TRANSACTION
25
0302
35
0.0c
No Charge
ACH NOTIFICATION OF CHANGE
25
0302
10
0.0
No Charge
ACH DIRECT SEND MONTHLY MAINT
25
0000
6
0.0
No Charge
ACH DIRECT SEND ORIGINATED CR
25
0101
4,000
0.0
No Charge
ACH DIRECT SEND ORIGINATED DR
25
0101
11,000
0.0c
No Charge
ACH DIRECT SEND ORIG ADDENDA
25
0102
300
OA
No Char!-
General Services
AFP Code
Sample
Monthly
Transaction
Volume
Per Item Charge
Monthly Charge
ACH DIRECT SEND FILE PROCESS
25
0501
50
0.00
No Charge
ACH CREDIT ORIGINATED
25
0101
950
0.0
No Charge
ACH FILE PROCESSED
25
0105
23
0.0
No Charge
ACH RETURN /NOC RPT VIA WEB
25
0400
6
0.0c
No Charge
BILLER DIRECT PREM RECEIVABLE TR
25
9999
91000
See attached
Priorltv e
N/
BILLER DIRECT PREM MONTHLY MAINT
25
1000
1
See attached
Priority
N/
BKG CNTR DEPOSITED CASH
10
0015
900,000
OA
No Charge
BKG CNTR ORDER
10
0040
15
0.
No Charge
BKG CNTR ORDER COIN ROLL
10
0044
60
0.0
No Charge
BKG CNTR ORDER NOTES STRAP
10
004A
10
0.0c
No Charge
BKG CNTR ORDER NOTES LOOSE
10
0048
500
0.0c
No Charge
BKG CNTR DEPOSIT NOTES STRAP
10
0016
200
0.0
No Charge
BKG CNTR DEPOSIT NOTES LOOSE
10
0015
15,000
0.0
No Charge
CASH VLT NTWK MONTHLY BASE CHARG
10
0153
1
0.0c
No Charge
PAPER REPRESENTMENT
10
0402
30
0.0
No Charge
RETURNED ITEM SPECIAL INSTRUCTIO
10
0401
8
0.0
No Charge
RETURNED ITEMS DATA CAPTURE
10
0430
500
0.0c
No Charge
RETURNED ITEMS DATA CAPTURE
10
0430
200
0.0
No Charge
RETURNS MGMT MODULE
10
0416
1
0.0
No Charge
RETURNS MGMT MODULE
10
0416
7
0.0
No Charge
RETURNED ITEMS PER IMAGE
10
0415
100
0.
No Charge
Packet Page -740-
9/23/2014 13.A.
RETURNED ITEMS PER IMAGE
10
0415
30
0.0
No Charge
RETURNED ITEMS PER IMAGE
10
0415
5
0.
No Charge
ECL: IMAGE CASH LETTER FILES
10
9999
12
0.0c
No Charge
ECL: IQA VERIFICATION
99
9999
7
0.0
No Charge
ECL ECL ITEM CLEAR - ONUS
10
9999
35
0.0
No Charge
ECL: EXCESSIVE IQA IMAGE RE1EC
10
0201
5
0.
No Charge
ECL: IMAGE TIER 1
99
9999
400
0.0c
No Charge
ECL: IMAGE TIER 2
10
0201
100
0.0c
No Charge
ECL: IMAGE TIER 3
10
0201
5
0.0
No Charge
ARP MONTHLY BASE CHARGE
20
0110
12
0.0
No Charg
Packet Page -741-
Sample
General Services
AFP Code
Monthly
Per Item Charge
Monthly Charge
Transaction
Volume
ARP CHECKS PAID
20
0100
3,000
0.00
No Charge
ARP CHECKS ISSUED
20
0110
3,000
0.0c
No Charge
ARP DEPOSIT RECONCILIATION PER I
10
0610
2,000
0.0c
No Charge
ARP PAID ITEM TRANSMISSION
20
0301
2,500
0.0
No Charge
ARP PAID NO ISSUE
15
0310
200
0.0c
No Charge
ARP DATA ENTRY
20
0120
100
0.0
No Charge
POSITIVE PAY MONTHLY BASE CHARGE
15
0030
10
0.0
No Charge
BANK MAINTAIN P05 PAY EXCPTN
15
0724
100
0.0
No Charge
EDM MONTHLY SERVICE FEE
99
9999
10
0.0c
No Charge
EDM DEPOSIT
99
9999
20
0.0c
No Charge
EDM DEPOSIT
99
9999
25
0.0c
No Charge
EDM BEFORE 4:00 PM EST
99
9999
25
0.0
No Charge
EDM BEFORE 4:00 PM EST
99
9999
50
0.0
No Charg
EDM AFTER 4:00 PM EST
99
9999
1,200
0.0
No Charg
EDM ON -US CLEARING
99
9999
150
0.0c
No Charge
EDM SUBSTITUTE CHECK CLEARING
99
9999
5
0.0c
No Charge
EDM IMAGE EXCHANGE CLEARING
99
9999
1,000
0.0c
No Charge
DEPOSIT IMAGING PER ACCOUNT
15
1353
25
0.0c
No Charge
DEPOSIT IMAGING PER ITEM
15
1353
100,000
0.0
NO Charge
CHECK IMAGING PER ACCOUNT
15
1353
25
0.0
No Charge
CHECK IMAGING PER ITEM
1S
1351
4,000
0.01
No Charg
Packet Page -741-
9/23/2014 13.A.
ONLINE IMAGE RETRIEVAL BASE
15
1355
5
0.0
No Charge
ONLINE AMP PRIOR DAY BASE
40
0052
1
0.0c
No Charge
ONLINE AMP PRIOR DAY ACCOUNT
40
0272
25
0.0c
No Charge
ONLINE AMP PRIOR DAY DETAIL
40
0272
9,500
0.0
No Charge
ONLINE AMP STOP PAYMENT
15
0420
50
0.0
No Charge
ONLINE AMP INTRADAY BASE
40
0055
1
0.0c
No Charge
ONLINE AMP INTRADAY ACCOUNT
40
0055
25
0.0c
No Charge
ONLINE AMP INTRADAY DETAIL
40
0274
800
0.0c
No Charge
BILLER DIRECT PREMIUM MINIMUM
99
9999
450
I
See attached
Priority Paymentg
" N/
ARP ISSUES REJECTED
20
0211
20
0.0
No Charg
rdLKUL rage -i'+c-
Sample
General Services
AFP Code
Monthly
Per Item Charge
Monthly Charge
Transaction
Volume
MULTI SIGNER BASE CHARGE
15
0210
2
0.00
No Charge
PAPER DEPOSIT STATEMENT
01
0310
25
0.00
No Charge
BKG CNTR NIGHT DROP USAGE
10
0052
300
0.00
No Charge
EDI PASS THROUGH
99
9999
10
0•
No Charge
RLBXCOURIERCHARGES
05
0413
1
0.0c
No Charge
ONLINE REPORTS MODULE
40
9999
1
0.
No Charge
ONLINE AMP ACH BASE
25
1100
1
0.
No Charge
ONLINE AMP WIRE TRANSFER BASE
35
0610
3
0.0
No Charge
RLBX ITEMS PROCESSED
05
0200
26,000
0•
No Charge
RLBX EXCEPTION ITEM
05
0202
100
0.00
No Charge
RLBX MONTHLY MAINTENANCE
05
0010
1
----
57500.00 -After i
year of contract.
RLBX TRANSMISSION
05
0401
20
0.00
No Charge
RLBX SPECIAL PAYMENTS
05
0303
5
0.0
No Charge
RLBX DAILY CD ROM
05
0405
20
0.0
No Charge
RLBX PER IMAGE
05
0210
50,000
0.0c
No Charge
WLBX DOCUMENT SCANNED
05
011R
5,000
0.00
No Charge
WLBX CD ROM IMAGING
05
0405
1
0.0
No Charge
WLBX MAINTENANCE
05
0000
3
_ _ 0.0
—
No Charge
WLBX ITEM W/ COPY
05
0100
35
0.
No Charge
WLBX ITEM W/0 COPY
05
0101
2,500
0.0
No Charge
WLBX CASH PAYMENT
05
013B
1
0.0c
No Charge
rdLKUL rage -i'+c-
9/23/2014 13.A.
ONLINE AMP WIRE OUTBOUND DOMESTI
35
0202
60
0.00
No Charge
ONLINE AMP WIRE OUTBOUND USD INT
35
0212
5
0.00
No Charge
ADMIN WIRE OUTBOUND NREP
35
0202
1
0.00
No Charge
Total
Noted at top of page
In red.
Packet Page -743-
9/23/2014 13.A.
General Services
Per Item Charge
Monthly Charge
Monthy Basic Account Fee - Custodial Account
0.0
No Charge
Depository Eligible (DTC, FBE) - Custodial Account
0.00
No Charge
Principal & Interest Paydowns - Custodial Account
0.00
No Charge
Depository Eligible - Custodial Account
0.00
No Charge
Bank Internet Securities WorkStation - Custodial Account
0.00
No Charge
First 4 licenses (per month) - Custodial Account
0.00
No Charge
Each 5 additional licenses (per Month) - Custodial Account
0.00
No Charge
Voluntary Corporate Actions - Custodial Account
0.00
No Charge
Wire Transfers (in /Out) - Custodial Account
0.00
No Charge
Check Requests - Custodial Account
Special Services - per hour fee - Custodial Accou it
0.00
No Charge
0.00
No Charge
Total
0.00
No Charge
Packet Page -744-
PRIORITY
PAYMENTS SOUTH FLORIDA*
9/23/2014 13.A.
Next Generation Bank Card Solutions-
PREFERRED PRICING
PROPOSAL
Your merchant discount rate is contingent upon 100% electronic authorization and settlement within 24 hours
of sale. Electronic processing qualifies your transactions for the lowest Visa, MasterCard and Discover
interchange fees. These savings coupled with our technological efficiencies make the best possible rates
available to you.
Ascent Aviation Group providing the AV Card can potentially be replaced by utilizing a product of Elavon
Financial Services (a vendor of FNB) offering a purchasing card if the Clerk would Iike to explore further.
Otherwise the fuel sales can remain unchanged to maintain the existing processes and work flow.
MERCHANT PRICING (ongoing Monthly Expenses)
Interchange/Dues & Assessments Plus (V /MC1DISC Posted Industry Expense, plus) 0.08%
Authorize & Capture Fee IP /Dial $0.06/$0.08
Dues & Assessments Fixed Industry Expense
Monthly Scrvice Fee N/C
Monthly Minimum Fee /(Merchant ID)
SI0.00/MID
MonthlyiAnnual PCI Compliance Fee:
N/C
Annual Fee:
N/C
IRS Reporting Fee
N/C
TIN Validation Fee
N/C
Application Fee:
N/C
American Express — existing Amex account MIDs will be carried over and integrated into PPS accounts to maintain COCC/Amex relationship
and processing history.
FD35 Pinpad PCl/EMV /Contactless Purchase
TANGIBLE EQUIPMENT
Hypercom Terminal Models T4220 and newer to be reprogrammed
N/C
Hypercom Terminal Models T4210 and older as well as
all existing Verifone Equipment to be replaced w/
FD 130 PCl/EMV Ready Purchase
$399/ea
Rental
$35 /ea/mo
Lease
$30 /ea/mo
FD35 Pinpad PCl/EMV /Contactless Purchase
$199 /ea
(Pinpads are not required in each application) Rental
$15 /ea/mo
Lease
$10 /ca/mo
Ingenico IVL255 B1ueTooth (parking) Purchase
$999/ea
Rental
$89 /ea/mo
Lease
$84 /ea/mo
INTANGIBLE EQUIPMENT
MX Merchant Virtual Terminal $5 /mo/MID
Invoice Pay Included
Link 2 Pay Included
Mobile Pay (Accessible with any Apple Mobile Deice) Included
Customer Tracking Included
BENEFITS AND FEATURES
Centralized Reporting Via MX Merchant Reporting
All MIDs!Batches, Deposits, Transactions, Statements available online historically via
one /multiple logins
Local Technical/Merchant Support
Reprograms, Installations, Troubleshooting done locally by a dedicated Tech.
857 SE 47n' STREET CAPE CORAL, FL 33904 PHONE (877; Packet Page - 745 - t5 L COO WWW.PRIORrrYPAYMENTSFLORIDA.COM
9/23/2014 13.A.
PROPOSAL
Armored Car Services
Packet Page -746-
9/23/2014 13.A.
June 10, 2014
Nancy Ortega
SVP - Director of Treasury Operations
First National Bank of the Gulf Coast
3560 Kraft Road
Naples, FL 34105
Dear Nancy,
Thank you for your interest in Dunbar Armored. We are delighted to submit our proposal for our
Cash Vault Services. Listed below, are our proposed rates along with some background
information.
Dunbar Armored services have been primarily designed to meet the needs of the business
community. We have built an outstanding reputation for innovative, reliable, secure services.
Quality service, global best practices and geographical coverage combined with the application
of Dunbar Armored engineering and technology centers — continue to be key differences in a
competitive market place. Our customers clearly recognize the added value in Dunbar Armored
services; we reduce both their risk and their overall cost of conducting business.
The services and practices that set Dunbar Armored apart from the competition are many:
• A daily commitment to quality service since 1923.
• Highly qualified, career - minded Dunbar Armored employees ensure outstanding service.
Dunbar Armored standards for training and screening of all personnel are the best in the
industry.
•
Industry-leading employee benefit packages ensure Dunbar Armored the ability to attract and
retain quality personnel.
• Experience, procedures and policy set Dunbar Armored apart. Dunbar Armored takes no
shortcuts and makes no compromises in the application of policies and procedures.
• Our wide range of services includes Armored Transportation and Air Courier Service, ATM
Service, replenishment, deposit retrieval, delivery and processing. Vaulting and storage of
valuables, Currency and Coin Processing, Coin Wrapping and Cash Manager Safes offering a
computerized, in -store cash management service designed for cash - intensive operations such
as convenience stores, fast food outlets and gasoline marketers.
2
Cash Logistics Services
Dunbar Armored, Inc. — First National Bank of the Gulf Coast & Collier County
Packet Page -747-
9/23/2014 13.A.
SCOPE OF SERVICE
Armored Car Services - 5 Days Monday to Friday
Other Charges
• Excess Liability: $0.28 per thousand over $200,000.00 liability per shipment
• Excess Item: $ 1.00 over 10 items
• Excess Premise Time: $2.00 over 10 minutes
• Holiday Rate: $45.00 p /trip
• Fuel Surcharge: Fixed at 10%
Cash Vault Services - Deposit /Change Orders Processing
High cost for deposits per month would be $242.00, and low cost per month $125.00.
Change orders - $30.00
I am available at your convenience to discuss any questions you may have after reviewing this
proposal. Upon reviewing our proposal I would appreciate the opportunity to talk with you
further about the next steps to developing our partnership. Again, thank you for the opportunity
and I look forward to a long and successful relationship.
Sincerely,
gra o�� yotc
Account Executive
Dunbar Armored, Inc.
7717 NW 62 Street
Miami, FL 33166
O: (305) 470 -0034
C: (305) 525 -1161
F: (305) 463 -0780
3
Cash Logistics Services
Dunbar Armored, Inc. — First National Bank of the Gulf Coast & Collier County
Packet Page -748-
Next Day
Rates
Collier County Transit
8300 Radio Road, Naples
5 days
$ 308.00
Clerks Finance De p.
3299 Tamiami Trail E. Bldg. F 7th
Floors
5 days
$ 308.00
Horseshoe Dr.
2800 N. Horseshoe Dr., Naples
5 days
$ 308.00
North Collier C. Center
2335 Orange Blossom Dr. Naples
5 days
$ 308.00
Mercantile
4420 Mercantile Ave., Naples
5 days
$ 308.00
Immokalee
106 South First St., Immokalee
3 da s
$ 260.00
15000 Livingston Rd Naples
5 days
$ 308.00
Other Charges
• Excess Liability: $0.28 per thousand over $200,000.00 liability per shipment
• Excess Item: $ 1.00 over 10 items
• Excess Premise Time: $2.00 over 10 minutes
• Holiday Rate: $45.00 p /trip
• Fuel Surcharge: Fixed at 10%
Cash Vault Services - Deposit /Change Orders Processing
High cost for deposits per month would be $242.00, and low cost per month $125.00.
Change orders - $30.00
I am available at your convenience to discuss any questions you may have after reviewing this
proposal. Upon reviewing our proposal I would appreciate the opportunity to talk with you
further about the next steps to developing our partnership. Again, thank you for the opportunity
and I look forward to a long and successful relationship.
Sincerely,
gra o�� yotc
Account Executive
Dunbar Armored, Inc.
7717 NW 62 Street
Miami, FL 33166
O: (305) 470 -0034
C: (305) 525 -1161
F: (305) 463 -0780
3
Cash Logistics Services
Dunbar Armored, Inc. — First National Bank of the Gulf Coast & Collier County
Packet Page -748-
EXHIBIT B
RFP 2014-001 Banking Services
PROPOSAL EXCEPTION FORM
OUR BANK CAN COMPLY WITH ALL ASPECTS OF THE CLERK'S BANKING SERVICE
REQUIREMENTS.
YES NO If no, detail below.
EXCEPTIONS to the requirements in this Request for Proposal:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
Page:
Paragraph or Item Number:
Exception /Deviation:
Describe:
Packet Page -749-
9/23/2014 13.A.
9/23/2014 13.A.
EXHIBIT C
RFP 2014 -001 Banking Services
GENERAL INFORMATION
Oualifications and Experience
1. Name of Institution:
First National Bank of the Gulf Coast
2. Physical address of office proposing to serve the County:
3560 Kraft Rd Naples, FL 34105
3. Date institution was chartered:
March 3, 2007
4. Attach a summary showing the institution's organization and principal staff members
who will be involved in providing services to the Collier County.
Please see tab # 11 for the contact names, numbers, organizational chart and bio's
of FNB's team of dedicated bankers working on the Clerks various services.
5. Indicate or attached a description of your bank's customer service organizational
structure.
Please see tab# 11 for the contact names, numbers, organizational chart of FNB's
team of dedicated bankers working on the Clerks various services.
6. Describe the responsibilities of customer service personnel, including the chain of
command for problem resolution.
Nancy Ortega, SVP of Treasury Operations would be the Clerks primary contact
for all banking needs. Along with her team, they would assist the Clerk with any
issues, questions or situations. Nancy's team is located within the Deposit
Operations department located at FNB's headquarters.
7. Describe the Iocal customer service support available.
Nancy Ortega, SVP of Treasury Operations would be the Clerks primary contact
for all banking needs. Along with her team, they would assist the Clerk with any
issues, questions or situations. Nancy's team is located within the Deposit
Operations department located at FNB's headquarters. Deposit Operations team
serves as support to ensure customers such as the Clerk has all requests handled in
a timely basis. We invite the Clerk staff to tour our headquarters and to meet the
entire FNB Treasury Operations and Deposit Operations team.
8. Who will be the primary contact assigned to our account? From which area of the
organization, and from which branch will they be assigned?
Nancy Ortega — SVP and Director of Treasury Operations Department. Office is
located in the bank main headquarters— 2 °d floors with Deposit Operations.
Packet Page -750-
9/23/2014 13.A.
9. List names, titles, phone numbers and email addresses, and provide a brief biography of
each of the bank contact personnel.
Please see tab # 11 of contact names, numbers, organizational chart and
biographies.
10. Is your institution a State of Florida "Qualified Public Depository" pursuant to Chapter
280, Florida Statutes?
Please see tab #9 Qualified Public Depository certificate and collateral verification.
Funds Availability
11. Please describe your controlled disbursement process?
FNS will provide next day availability on all domestic checks deposited into
accounts. Foreign checks are handled on a case by case basis.
12. What options for notification and funding exist in the event of a second presentment?
Traditionally, we will redeposit a chargeback item one time. If the item is returned
for a second time, we will then charge back the account. Each time an item has
been charged back, we will notify you via email or US mail. The Clerk may
instruct FNB handling instructions for all second presentments.
13. How many times have you missed notification deadlines and by how much in a recent
ninety day period?
FNB has not missed any deadline notifications in the last 90 days.
14. By what methods can you notify your customer of the amount of checks to be charged to
their account?
Via email or US mail. The Clerk may instruct FNB on how to handle.
15. Does notification of daily clearings (or funding requirements) include both check and
ACH debits?
Yes.
16. At what time do you normally notify customers of their daily clearings? What is the
earliest you are able to make daily notifications? What is your latest deadline?
Account history is available online at 1:00 AM EST. For positive pay items, the
earliest time to make notifications is 5:00 AM EST. The latest deadline is 11:00
AM EST.
Packet Page -751-
9/23/2014 13.A.
17. Do you have an established maximum dollar value limit that may not be exceeded by an
individual check? Do you have any restrictions regarding individual check amounts?
No we do not, unless otherwise instructed by the Clerk.
18. What procedure will be used to resolve overdrafts caused by funding failures as result of
improper funding from the County? As a result of the bank's error or delay in
notification?
If an overdraft occurs, the Treasury Operations department will contact the Clerk
via telephone or email.
Wire Transfer Services
19. What are the security features in your bank's PC wire system?
FNBs internet banking application allows for wires to be sent under dual control
approval. If a wire request is faxed or emailed the Bank will perform security
procedures by comparing the signature of the wire request to the signatures on file
and perform a verification phone call to a designated signor on the Wire Transfer
Agreement form for wire authorization.
20. Does your institution have on -line Federal Reserve wire capabilities?
FNB offers three convenient ways to initiate domestic wire transfers. Customers
are able to initiate domestic wires through their internet banking application, email
and fax. Wire transfer request submitted before 5:00 PM EST will be processed
the same day. Should NCH ever need to submit a wire request later than 5:00 PM
EST, it is requested that the customer provide the Bank notification, so the Bank
can attempt to accommodate. FNBs internet banking application allows for wires
to be sent with a single user authorization or under dual control approval. Once a
wire has been authorized and sent an automated email notification will be sent to
all applicable recipients verifying the outgoing wire information. Wires can be
designated as a repetitive wire and saved within the internet banking application as
a template. The wire transfer history can be accessed in the internet.
21. Explain your institution's capabilities and experience in providing online account
reconciliation information.
• File transmission deadlines
• File layout requirements
• Imaging capabilities and availability
• Reporting capabilities
• System requirements for interface
Used in conjunction with FNB's Positive Pay tool, our account reconciliation
provides Internet -based functionality so the Clerk can take control of issued checks
and manage the Clerk's assets more effectively and efficiently. With Account
Packet Page -752-
9/23/2014 13.A.
Reconciliation, you can transmit files with check information to FNB using FNB's
Electronic Banking Cash Management system. The system provides detailed reports
including outstanding issued items. Great for organizations with:
• High volume disbursement accounts
• Desire to use one account and reconcile by individual disbursing unit
• Increasing automation in the check issuing and reconciliation areas
• Desire to eliminate costly delays and oversights in the reconciliation process and to
improve efficiency.
Conversion
22. Describe a conversion plan to transfer assets of the County to your financial institution.
Please see tab #10 Implementation & Training Process.
23. What lead time do you expect will be necessary before the conversion begins?
As soon as FNB is awarded plan of action can start immediately.
24. Indicate your plans for educating and training the Clerk employees in the use of your
system.
FNB is committed to providing the Clerk all necessary onsite training. FNB will
work with the Clerk to determine who should have direct training versus multiple
onsite class sessions. All products will come with detailed user guides with contact
list of bank contact names, numbers and email addresses.
Packet Page -753-
9/23/2014 13.A.
EXHIBIT D
SWORN STATEMENT UNDER SECTION 287.133
(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY
CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER
AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted with Bid, Proposal or Contract No. RFP 2014 -001 _
Banking Services For County of Collier Clerk of the Circuit Court
2. This sworn statement is submitted by First National Bank of the Gulf Coast
(Name of entity submitting sworn statement)
whose business address is: 3560 Kraft Rd Naples, FL 34105.
(if applicable) its Federal Employer Identification Number (FEIN) is 20- 8397856
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement: )
3. My name is _Nancy B. Ortega and my relationship to the entity named
(please print name of individual signing)
above is Senior Vice President. Director of Treasury Operations
4. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida
Statutes, means a violation of any state or federal law by a person with respect to and
directly related to the transaction of business with any public entity or with an agency or
political subdivision of any other state or of the United States, including, but not limited
to, any bid or contract for goods or services to be provided to any public entity or an agency
or political subdivision or any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
S. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought
by indictment or information after July 1, 1989, as a result of jury verdict, non -jury trial, or
entry of a plea of guilty or nolo contendere.
6. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
a. A predecessor or successor of a person convicted of a public entity crime;
or
b. An entity under the control any natural person who is active in the management of
the entity and who has been convicted of a public entity crime. The term "affiliated"
includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in the management of an affiliate. The ownership by one
person of shares constituting a controlling interest in another person or a pooling of
equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person
who knowingly enters into a joint venture with a person who has been convicted of a public
entity crime in Florida during the preceding 36 months shall be considered an affiliate.
Packet Page -754-
9/23/2014 13.A.
c. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes,
means any natural person or entity organized under the laws of any state or of the United
States with the legal power to enter into binding contract and which bids or applies to bid on
contracts for the provision of goods or services let by a public entity, or which otherwise
transacts or applies to transact business with a public entity. The term "person"
includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in management of an entity.
d. Based on information and belief the statement that I have marked below is true in
relation to the entity submitting this sworn statement. (Indicate which statement applies.)
X Neither the entity submitting this sworn statement, nor any officers, directors,
executives, partners, shareholders, employees, members, or agents who are
active in management of the entity, nor any affiliate of the entity have been
charged with and convicted of a public entity crime subsequent to July 1, 1989,
The entity submitting this sworn statement, or one of the officers, directors,
executives, partners, shareholders, employees, members, or agents who are
active in management of the entity, or an affiliate of the entity has been charged
with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers,
directors, executives, partners, shareholders, employees, members, or agents
who are active in the management of the entity, or an affiliate of the entity
has been charged with and convicted of a public entity crime subsequent to
July 1, 1989. However, there has been a subsequent proceeding before a
Hearing Officer of the State of Florida, Division of Administrative Hearings and
the Final Order entered by the Hearing Officer determined that is was not in
the public interest to place the entity submitting the sworn statement on the
convicted vendor list. (Attach a copy of the final order)
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY
IDENTIFIED IN PARAGRAPHS 1 -3 (ONE THRU THREE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT HIS
FORM IS VALID THOROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO
UNDERSTAND THAT 1 AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN
EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO
OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
(Signature)
(Date)
STATE OF Florida
COUNTY OF Collier
PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being
sworn by me, affixed his /her signature in the space provided on this day of , 2014.
NOTARY PUBLIC
Commission number:
Commission expires:
Packet Page -755-
9/23/2014 13.A.
Exhibit E
RFP 2014-001 Banking Services
Letter of Intent
The First National Bank of the Gulf Coast intends to respond to the Request for Proposal
for Banking Services by the Collier County Clerk of the Circuit Court. We understand that any changes,
clarifications and addenda to the Request for Proposal will be promptly communicated to the individual
authorized below to receive this information.
Nancy Ortega
Name
First National Bank of the Gulf Coast
Financial Institution
3560 Kraft Road Naples, FL 34105
Address
239 - 325 -3748
Telephone Number
239 - 325 -3797
FAX Number
nancvorteea@fnbofgc.com
E -mail Address
Please fax this form "Attention: Alina Bec" at 239/252 -8838.
Packet Page -756-
9/23/2014 13.A.
EXHIBIT F
BAI CRITICAL QUALITY INDICATOR
Critical Quality Indicator
Indicator
Tracking
Period
Last one
Reported
Frequency
Covered
Measurements
forthe
Last BAI
Survey
File Processing Error Rate
# of Files Processed Incorrectly
N/A
monthly
30 days
30 days
0 x 1,000
Total # of Files Processed 120
Item Processing Error Rate
# of Items Processed Incorrectly
Incorrectly
0 x 10,000
N/A
monthly
30 days
30 days
Total # of Items Processed 50,000
Failed /Late Processing Error Rate
# of Files Not Processed or
Processed Late
N/A
monthly
30 days
30 days
0 x 1,000
Total # of Files Processed 40
Failed /Late Item Processing
Error Rate
# of Items Not Processed or
N/A
monthly
30 days
30 days
Processed Late
0 x 10,000
Total # of Items Processed 50,000
Check Encoding Error Rate
# of (Bank Encoded) Items with
Encoding Errors
N/A
monthly
30 days
30 days
0 x 100,000
Bank has teller capture
Total # of Items Encoded by Bank 0
Check Reject Rate
# of Rejects
0 x 1,000
N/A
monthly
30 days
30 days
Bank has Teller Capture
Total # of Items Processed 0
Packet Page -757-
9/23/2014 13.A.
Coin & Currency Provided
Error Rate
# of Coin and Currency Order Errors
N/A
monthly
30 days
30 days
0 x 1,000
Total # of Coin and Currency
Orders Filled 140
Commercial Deposit Error Rate
# of Commercial Deposit Processing
Errors
N/A
monthly
30 days
30 days
0 x 1,000
Total # of 2500
Commercial Deposits Processed
Reporting Error Rate
# of Clearing Total Errors Reported
0 x 100
N/A
monthly
30 days
30 days
# of Clearing Totals Reported 60,000
Reporting Delay /Failure Rate
# of Total Presentment Files Sent
After Deadline
N/A
monthly
30 days
30 days
0x100
# of Total Presentment Files
Reconciliation Error Rate
# of Reconciliations with Errors by
Account
N/A
monthly
30 days
30 days
0x100
Total # of Reconciliations by Account 160
Reconciliation Statement Delay/ Failure
Rate
# of Reconciliation Statements Not
Released after Goal
N/A
monthly
30 days
30 days
0x100
Total # of Reconciliation Statements
Released 160
ACH Origination File Error Rate
Origination Files Processed with Errors
N/A
monthly
30 days
30 days
0 x 1,000
Total # of Origination Files Processed 325
ACH Failed /Late File Delivery Rate
# of ACH Origination Files Not Processed or
Processed Late
N/A
monthly
30 days
30 days
0 x 1,000
Total # of Origination Files Processed 120
Packet Page -758-
9/23/2014 13.A.
ACH Failed /Late File Receipt Date
# of ACH Receipt Files Not Posted on Time
0 x 1,000
N/A
monthly
30 days
30 days
Total # of ACH Files Processed 120
Payment Error Rate
Wire Transfers Processed with Errors
0 x 1,000
N/A
monthly
30 days
30 days
Total # of Wire Transfers Processed 1280
Failed /Late Execution Rate
30 days
# of Failed /Late Wire Transfer
Payments
N/A
monthly
30 days
Critical system failure
in SW Florida.
2 x 1,000
Customers notified
and sent next day.
Total # of Wire Transfers Processed 1280
Packet Page -759-
STATE OF FLORIDA
Office offlm Chief Fhmclal Officer
Divis m ofTrmswy
Dmom ofCdh b ml Mno*m at
bii= s . n y:w
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This is to cm* that
FIBBT NATIONAL RANK OF TIM GULF COAST
3560 KRAFT ROAD
NAPLES, FIAMMA 34105
9/23/2014 13.A.
has ions wshfied =.a pubhe dcpomtmy POMM to E r 280. Fimi& SW k, , ot�avri�e
kwm as flee Florida SeaaWty EwPubiic Deposits Act As sect, said bank or nvbp mociWon is
haeby demanded to zooeive public deposits, as dcfmW in Stabsoctioo 250.02(13), Florida Statutes.
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Packet Page -760-
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9/23/2014 13.A.
M
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9/23/2014 13.A
Implementation & Training Process
Collier County Clerk of the Circuit Court
First National Bank of the Gulf Coast goal is to provide a seamless transition for the Collier County Clerk of the
Circuit Court's account relationship. If FNB is awarded by the Clerk, FNB will finalize implementation & training
process to meet the Clerk's required live date.
Collier Count `Clerk of the Circuit Court and FNB Task List
Task Assigned to:
Timellne
• Meet to discuss implementation process
Clerk - FNB
Upon award of contract
• Provide FNB with Clerk's contracts that require bank signatures
Clerk
ASAP
• Schedule date for Clerk to tour FNB's headquarters on Kraft
Clerk - FNB
TBD by Clerk
Road
• Establish date to go live with FNB
Clerk
Nov 15 unless Clerk
requests different)
• Provide CIP document to be completed on each signer of
Clerk -FNB
Document provided
accounts (s) and /or resolution
immediately by FNB
Provide Clerk with all documentation and agreements to be
Return within 5 days of
signed
contract award if
possible
• Establish training schedule for various products and services
Clerk - FNB
To be completed prior to
• Training can be conducted with Clerk in a group setting or
live date
individual)
De osit Accounts:
Provide FNB with the following to open deposit accounts:
Clerk
Within 10 days of
• Titling of All Accounts
contract award
• Business Tax ID#
• List of Authorized Signers per Account. (including completed
CIP document provided by FNB)
• Identify Account Restrictions
Who has signing authority per account
How many signatures are required per account/Any
threshold amount for 2 signatures required
Y Which accounts any are to swept from /to another
account
• Supplies Required,
- Checks —FNB will provide Micr Check Specifications
- Deposit tickets — Specified per Account
- Endorsement Stamps - Specified per Account
- Disposable Depository Bags
iProvide the following documents to Clerk for review and
s natures:
• Signature Cards /Resolution(s)
FNB
Within10 days after
contract finalized
• Master Treasury Operations Agreement and Account Recon
FNB
Same
Positive Pay Agreement
• ACH Agreement
FNB
Same
• Electronic Banking Agreement
FNB
Same
• Remote Deposit Agreement & Customer Operating Procedures
FNB
Same
• Wire Transfer Agreement
FNB
Same
• Retail Lockbox Agreement _ _
FNB _
Same
• Wholesale Lockbox Agreement
FNB
Same
• Merchant Service Agreement
FNB
Same
• Custodial Agreement
FNB
Same
Packet Page -767-
9/23/2014 13.A.
Remote a osit Capture:
• Establish if scanners are needed
Clerk
Within 10 days after
contract finalized
• Provide FNB with an administrator name
ASAP
5 days before going live
• Provide FNB with all user names and email addresses of users
ASAP
5 days before going live
• Assign User Id's and passwords to administrator of product
FNB
5 days before going live
• Setup of Scanner /software and train Clerk staff
FNB
5 days before going live
• Provide RDC user guide to administrator and users
FNB
Install/training date
Electronic Banking with Cash Management:
• Identify administrator for Clerk with user id and password for
electronic banking
FNB
ASAP
• Provide administrator with user guides $ train Clerk on
Electronic Banking
FNB
Within 10 days of going
live
• Determine numbers of token(s) needed
FNB
Within 10 days of
contract date
• Identify users and pseudo names of users
FNB
ASAP
ACH:
Task Assigned to:
Timeline
• Clerk to send bank ACH files to test prior to going live
Clerk
ASAP
• Clerk to provide list of exceptions or block all for ACH Blocks
Clerk
ASAP
• Clerk to provide a contact name and number for ACH questions
Clerk
ASAP
• Clerk to send bank test files for Preauthorized Debit Processing
Clerk
ASAP
Positive Pa
• Clerk to send bank positive pay files to test prior to going live
Clerk
ASAP
• Clerk to provide 3 contact names and numbers to authorize
checks being resented at the teller line for cashing
Clerk
ASAP
Wire Transfer:
• Identify who is authorized to verify and initiate wires
FNB
ASAP
• Clerk to provide email addresses for wire notifications
Clerk
ASAP
Wholesale Lockbox (Medical):
• Complete documentation and setup to include test files
Clerk
Within 30 days of
contract
Retail Lockbox:
• Complete documentation and setup to include test files
Clerk
Within 10 days of
contract
Priority Payments South Florida Merchant Services):
• Arrange meeting with Jonathan Gabel
FNB - Clerk
Within 10 days of award
contract
• Complete documentation and set up
Clerk - PPSF
Less than 30 days
infinex Custodial Accounts:
• Arrange meeting with Michael Dunzelman
FNB — Clerk
Within 10 days of award
contract
• Complete documentation and set up
Clerk — Michael
Dunzelman
Less than 30 days
Packet Page -768-
9/23/2014 13.A.
LIFIRST
c INATIONALI
nCO�den •
Contact Personnel Information
Department
Contact
Phone
Number
Customer Service / Treasury Management
Nancy Ortega
239- 325 -3748
Erika Guerra
239- 325 -3765
Beth DeAngelis
239- 325 -3734
Cathy Carroll
239- 325 -3729
Kerry Prince
239- 325 -3892
treasur o erations(i fnbof c.com
Electronic Banking Department
• Bank Reconciliation
John Dash
239- 325 -5614
• ACH
Michelle Kaverman
239- 325 -5620
• Positive Pay Services
ebankinaafnbofgc.com
• Preauthorized Debit Processing
Wire Transfer Services
Laura Tesson
239- 325 -5606
James Ballard
239- 325 -5638
wiredesk(a .fnbofec. com
Retail & Wholesale Lockbox
Ronetta Vetter
239- 325 -3856
John Dash
239- 325 -5614
Bank Conversion Services Planning
Nancy Ortega
239 -325 -3748
John Dash
239- 325 -5614
Technological Opportunities
Nancy Ortega
239- 325 -3748
Peter Setaro
239 - 325 -5600
Susan Grinvalsky
236 -325 -3761
Merchant Services Processing
Jonathan Gabel
239 -994 -1666
merchantservices ,fnbof c.com
Custodial Services
Michael Dunzelman
239 -325 -5712
"Please see the attached for bio's & organizational chart
Packet Page -769-
9/23/2014 13.A.
Bank Personnel:
Primary Contact at First National Bank of the Gulf Coast:
Nancy B. Ortega 239 -325 -3748 Office
Senior Vice President 239 - 229 -2436 Cell
Director of Treasury Operations 239- 325 -3797 Fax
Email nancyorteea(?fnbofgc.com
Nancy reconnected with the original First National Bank of Florida Management team after 4 years of
separation due to the Fifth Third purchase of the former bank. In 2008 Nancy rejoined the FNB Family to
develop a Treasury Operations Department. Nancy has 28 years of banking experience. Previous
experience includes SunBank/Naples N.A. for 6 years prior to joining FNB of Florida in 1992, going on
to Orion Bank in 2005, TIB Bank in 2007 reconnecting with FNB in 2008. Nancy has been responsible
over the last 17 years for various municipalities such as: Collier County Clerk of Courts, Bonita Springs
Utilities, City of Naples, and City of Naples Airport Authority. Currently at First National Bank of the
Gulf Coast Nancy is responsible for Collier County Sheriff's Office, Immokalee Water & Sewer District,
and Collier County Tax Appraiser. Nancy's office is located at the Bank's headquarters 3560 Kraft
Road, Naples, FL 34105.
Other Contacts include:
Beth DeAngelis 239- 325 -3734 Office
Treasury Operations Specialist 239 - 325 -3791 Fax
Email bethdcangclis6ifibofgc.com
24 years of banking experience. Joined First National Bank of the Gulf Coast (in organization) in August
2008 to help prepare bank for opening, currently Treasury Operations Assistant to Nancy Ortega, SVP
Direct of Treasury Operations. Joined TIB Bank in October 06 to help expand their Corporate Service
Department and manage large customer relationships. Joined Orion Bank January 2005 to assist in
developing Treasury Management Department and serve large banking relationships. Previously
employed at First National Bank for 11 years. Beth has assisted with the Bonita Springs Utilities, Collier
County Clerk of Courts, Collier County Sheriffs Office, City of Naples, City of Naples Airport Authority
Immokalce Water & Sewer District and most recently Collier County Tax Appraiser. Beth's is located in
the headquarters at 3560 Kraft Road, Naples, FL 34105.
Erika Guerra 239- 325 -3765 Office
Treasury Operations Specialist 239 - 325 -3708 Fax
Email erikaguerrarkfnbofgc.com
25 years of banking experience. Joined Barnett Bank in June, 1989 as a teller /CSR. Assisted in a total of
two mergers. Barnett Bank to NationsBank and NationsBank to Bank of America. Erika was promoted
from teller to head teller /CSR in 1991. In 1995 she was again promoted to Senior Personal Banker, AVP.
Erika worked extensively with the business banking department to expand and service their portfolio. In
2008 Erika accepted a position at SunTrust as a personal banker. After three years she joined First
National Bank of the Gulf Coast. Erika joined the Treasury Operations team part time in January 2013
and full time in January 2014. Erika is located in the headquarters at 3560 Kraft Rd, Naples, FL 34105,
Packet Page -770-
9/23/2014 13.A.
John Dash 239 - 325 -5614 Office
AVP, Deposit Operations 239- 325 -5697 Fax
Lockbox and Electronic Banking 239 - 825 -8886 Cell
Email iohndash(a fnbofee.com
John has 14 years of banking experience. He began as an ACH clerk for First National Bank of Florida in
Deposit Operations. In 2005 John was a Treasury Operations Officer for Bank of Florida. In 2010, John
joined us here at First National Bank of the Gulf Coast as a Deposit Operations Specialist and has since
been promoted to AVP/Electronic Banking Officer in charge of a staff of five. John directly over sees our
Lockbox department, Internet Banking, Remote Deposit, ACH, Wires and all of Account Servicing.
Susan Grinvalsky
SVP, Deposit Operations
Email
239 -325 -3761 Office
239 - 325 -3782 Fax
susangrinvalskv()fnbofec.com
Susan has over 25 years of banking experience in southwest Florida. She joined the First National Bank
of the Gulf Coast in November 2008. Prior to that, Ms. Grinvalsky was employed with First National
Bank of Florida, from 1992 until the bank merged with Fifth Third Bank in 2005. Susan has held various
bank positions (teller, CSR, Operations Officer); with the past 15 years concentrated in Operations.
Currently, Ms. Grinvalsky manages the Deposit Operations Department, as well as, develops and
implements retail systems and procedures. Susan has assisted in the conversion of acquired banks. Ms.
Grinvalsky is a graduate of the Florida School of Banking.
Michelle Kaverman
Electronic Banking Specialist
Email:
239 - 325 -5620 Office
239 - 325 -5683 Fax
michellekaverman(a- fn bofec.com
Michelle has 25 years in banking. She has a diverse background in banking that includes electronic
banking, loan, accounting and deposit operations. Most recently she was with the Royal Palm Bank of
Florida for 11 years as Vice President of Operations. She joined First National Bank of the Gulf Coast
during their buyout of the Royal Palm Bank of Florida. Now at First National Bank of the Gulf Coast,
Michelle works in Account Servicing.
Ronetta Vetter 239 - 325 -3856 Office
Lockbox Specialist 239- 325 -3857 Fax
Email ronettavetterla?fnbofec.com
Over 5 years banking experience. She started in banking in 2008 with Citizens State Bank & Trust, Co. as
a teller /CSR and continued to work there as Bookkeeper in Deposit Operations. In this position she
worked with the local businesses to fulfill needs such as wires, internet banking, research, and
reconciliation of accounts. Most recently she was with Reliance Bank as a CSR until joining the First
National Bank of the Gulf Coast team in the electronic banking department.
Packet Page -771-
Cathy P. Carroll
VP, Treasury Operations
Email:
239 - 325 -3729 Office
239- 248 -2842 Cell
239- 325 -3822 Fax
cathvcarroll(7u.Mbofec.com
9/23/2014 13.A.
Cathy joined the FNB team in November 2012 and brings with her 35 years of banking experience.
Previously employed by Sweetwater Valley Bank in Tennessee, Barnett Bank in FL and TIB Bank of the
Keys for 26 years. Cathy has 12 years experience in the Treasury Management department working
closely with many municipalities such as: City of Layton, FL, Monroe County Clerk of Court, Homestead
Police Department, Collier County Sheriffs Office and City of Naples Airport Authority. Cathy's office
is located at the banks headquarters 3560 Kraft Road, Naples, FL 34105.
Laura Tesson
Wire Transfer Specialist
Email:
239 - 325 -5606 Office
239 -325 -5683 Fax
lauratesson(a)rfnbof cg com
Laura has 33 years operations experience with the focus being on item processing. She attended the
Florida Supervisors Academy in 1997. Laura supervised First National Bank of Florida's item processing
and courier departments where she oversaw 27 employees. She joined Fifth Third Bank due to their
buyout of First National Bank of Florida; there she managed the mail operations for their entire South
Florida affiliate. Now at First National Bank of the Gulf Coast, Laura works in Deposit Operations.
James Ballard 239- 325 -5638
Wire Transfer Specialist 239 - 325 -5639
Email: jamesballard{a fnbofgc.com
James has 17 years of banking experience worked with First National Bank of Naples, 5/3, Regions Bank,
Capital Bank, First American Bank. James has experience in Deposit Operations, Head Teller /CSR.
Currently works with wires, electronic banking, lockbox, and other duties as assigned.
Kerry Prince 239 - 325 -3892 Office
AVP, Treasury Operations 239 - 325 -3893 Fax
Email: ke�rr princer.fnbofec.com
Kerry has 11 years of banking experience. She began as a teller in 2003 and promoted to internal auditor,
while working to attain bachelors degree. Oversaw adherence to compliance programs to ensure internal
& federal standards are met. Worked on numerous internal quality control reviews in areas of bank
secrecy act, USA patriot act, anti money laundering, OFAC and customer identification program areas.
Promoted to Enterprise Risk Officer due to track record of effective and efficient management of overall
Bank compliance. Kent' was responsible for the design and implementation of consumer compliance
program encompassing all of the organizations product and services. Additionally, Kerry administered
the Bank's Community Reinvestment Act Program. Currently, Kerry is our Business Development
Officer /AVP in our Treasury Operations Department.
Packet Page -772-
Michael T Dunzelman
Assistant Vice President
Financial Advisor with Infinex
Branch Operations Manager/
Financial Advisor
Emaiis:
239 - 325 -5712 Office
239 - 325 -5742 Fax
239 - 641 -2024 Cell
mikedunzelman(a)fnbofgc.com
mdunzelman(a?,infinexgroup.com
9/23/2014 13.A.
Michael joined First National Bank of the Gulf Coast in August of 2008 as part of the startup team for
Brokerage Services with Infinex Investments Incorporated being offered through First National Bank of
the Gulf Coast. Michael is a duel employee of both the bank and Infinex Investments Inc. Previously he
was employed by Raymond James & Associates, and Wachovia Bank/Wachovia Securities N.A. for 9
years prior to First National Bank of the Gulf Coast in banking and brokerage services. Michael has been
responsible over the last 5 years for managing brokerage and banking needs for our personal and business
customers. Michael's office is located at 811 Anchor Rode Dr. Naples, FL 34103 and serves as the
Financial Advisor and Branch Operations Manager for the bank.
Packet Page -773-
GARY TICS
CHAIRMAN AND CEO
PETER SETARO
EVP CHIEF INFORMAT
OFFICER
SUSAN GRINVALSKY
SVP DE-P051T OPERATIONS
JOHN DASH
AVP DEPOSIT OPERATIONS
LOCKBOX & ELECTRONIC
BANKING SPECIALIST
MICHELLE KAVERMAN
DEPOSIT OPERATIONS &
LECTRONIC BANKING SPECIALI:
LAURA TESSON
DEPOSIT OPERATIONS & WIRE
TRANSFER SPECIALIST
JAMES BALLARD
WIRE TRANSFER SPECIALIST
RONETTA VETTER
I OCKBOX SPECIALIST
GARRETT RICHTER
PRESIDENT
NANCY ORTEGA
SVP DIRECTOR OF TREASURY
OPERATIONS
BETH DeANGELIS
TREASURY OPERATIONS SPECIALIST
ERIKA GUERRA
TREASURY OPERATIONS
SPECIALIST
CATHY CARROLL
VP TREASURY OPERATIONS OFFICER
KERRY PRINCE
AVPTREASURY
OPERATIONS OFFICER
9/23/2014 13.A.
Funds Availability Notice
Funds Availability specifically applies to 'transaction" accounts, as defined in Regulation D. These accounts include our demand deposit accounts and NOW accounts.
Our bank will consider every day except Saturday, Sunday, or federal holidays as a business day and will consider as a banking day those business days upon which an
office is open for substantially all of its business. All our offices will accept and process transactions on a business day up to the time the lobby or drive thru is open for
business. The exception to this will be any remote deposit capture sites and electronic banking transfers which will have a cut off of 7:00 p.m.. Funds will be
considered to have been deposited according to the following circumstances:
1.) Deposits over the counter will be considered received when made
2.) Mail deposits will be considered received when they are received by the mail room of the bank
3.) Deposits in a night depository. ATM or lockbox will be considered received when the deposits arc removed from the night depository, ATM or lockbox
4.) All deposits made on a non - banking day will be considered received the next banking business day.
The general policy of First National Bank of the Gulf Coast is to make funds from your deposits available to you on the first business day after the day we receive your
deposit. Cash and electronic direct deposits will be available on the day we receive the deposit. Once they are available, you can withdraw the funds in cash and we
will use the funds to pay checks that you have written. The following types of deposits are available for withdrawal no Inter than the first business day following the
date of deposit:
1.) Checks drawn on the U.S. Treasury and deposited to the payee's account
2.) "On us" checks
3.) U.S. Postal Service money orders deposited in an account held by the payee of the check
4.) Checks drawn on n Federal Reserve Hank or Federal I tome Loan Hank deposited in an account held by the payee of the check
5.) Cashier's checks, certified checks, and teller's checks deposited in an account held by the payee of the check
The first $200.00 of a customer's daily aggregate deposits will be available on the first business day.
With the exception of cash (U.S. currency and coin) and electronic payments, we may delay the availability of a deposit in cases of accounts with repeated overdrafts,
reasonable cause to doubt collectability, redeposited checks and emergency conditions as well as accounts subject to the "large deposit" exception hold. If we delay
availability of a deposit, the funds must be available according to the following schedule:
CASE -BY -CASE HOLDS
Second — Day Availability
Our bank will make funds from deposits available for withdrawal no later than the second business day following the date of deposit.
EXCEPTION HOLDS - Our bank may extend the availability of deposited checks beyond normal timefmmes under the following circumstances:
New Accounts
If a customer has not had another transaction account at our bank within the 30 days prior to opening an account, the account can be considered a "new account" within
30 days of opening. Our bank will make funds deposited into a new account available as follows:
Deposits made will be available for withdrawal on the seventh (71°) business day following the day of deposit. Cash and electronic direct deposits will be available for
withdrawal on the business day when the transfer is received.
The first $5,000.00 from any of the following types of check deposits will be available for withdrawal not later than the first business day after the day of the deposit, if
they are made payable to the customer.
1.) Treasury checks
2.) U.S. Postal Service money orders
3.) Federal Reserve or Federal Home Loan Bank checks
4.) State or local government checks
5.) Cashier's checks, certified checks and teller's checks
6.) Travelers cheques
In addition, the remaining funds over S5.000.00 of these types of deposits will be available for withdrawal on the seventh (7'b) business day following the day of
deposit
Laree Deposits
Our bank can delay availability on the amount of aggregated check deposits that exceed $5,000.00 on any one banking day. Availability will be extended to seven (7)
business days following the date of deposit.
Redeposited Checks
Availability will be extended to seven (7) business days following the date of deposit for redeposited checks. This exception will not be invoked for.
L) Checks which are returned due to a missing endorsement or
2.) Checks which are returned because they were postdated, but are not postdated when redeposited
Repeated Overdraft Exception
Our bank may extend the availability on check deposits into accounts that have been repeatedly overdrawn. In order for an account to be considered repeatedly
overdrawn, it has been overdrawn:
a.) Six or more times during the preceding six (6) months or
b.) Two or more time during the preceding six (6) months, if the amount of any negative balance was 55,000.00 or more
Availability on a repeatedly overdrawn account will be extended to seven (7) business days following the date of deposit for local checks.
Reasonable Cause to Doubt Collectability
if the bank has a reasonable cause to doubt the collectability of a check (such as a suspicion that the check is fraudulent or stolen), we will provide availability on the
deposited check within a reasonable time period.
Emereencv Conditions
If an emergency condition such as an interruption of communications or computer, a suspension of payments by another bank, or another emergency condition beyond
the control of the bank occurs, we will provide availability on the deposited checks within a reasonable time period following the correction of the situation or within
our normal availability timcfrante.
Packet Page -775-
9/23/2014 13.A.
NOTICE OF DELAYED AVAILABILITY
When extended holds are placed upon deposited funds, we will provide the customer with a written notice of the hold that includes the following:
• The customer's account number
• The date and amount of the deposit
• The amount of the deposit that is being delayed
• The reason the exception was invoked
• The day the funds will be available for withdrawal
We will provide the extended hold notice at either the time the deposit is made or no later than the first business day following the decision to delay availability. In
certain cases (large deposits and redeposited exceptions on non - customer accounts and repeated overdrnit exception on both consumer and non - consumer accounts), we
may provide a single extended hold notice that states the time penod within which these exceptions will be invoked in addition to the information normally provided on
the hold notification.
July 2011 Disclosure Booklet
Packet Page -776-
FIRST
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811 Anchor Rode Drive, Naples (239) 649-6000 (ATM and Drive-thru)
3580 Pine Ridge Road, Naples (239) 348-8000 (ATM and Drive-thru)
690 Bald Eagle Drive, Marco Island (239) 642-1166 (ATM)
1280 Creekside Street, W104, Naples (239) 593-5522 (ATM)
895 Fifth Avenue South, Naples (239) 919-5199 (ATN", and Drive-thru) m .;4; 2
5078 Pope John Paul 11 Blvd 4100, Ave Maria (239) 354-5250 (ATM and Drive-thrij)
vvvvw.fnbofcic. om
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9/23/2014 13.A.
First National Bank of the Gulf Coast is proud to present the employees of...
Collier County Clerk of the Circuit Court
TOTALLY FREE
CASH BACK CHECKING
No Opening Balance Requirement
No Monthly Service Charge
No Minimum Balance Requirement
$0.10 credit back for every signature - based /credit transaction
(will credit to account monthly)
FREE 24 Hour Mobile Banking
FREE Electronic Banking With FREE Bill Pay
FREE Debit Card
FREE Unlimited ATM Withdrawals
From Any ATM Worldwide
FREE E- Statements
isit one of our convenient locations...
811 Anchor Rode Drive, Naples (239) 649 -6000
3580 Pine Ridge Road, Naples (239) 348 -8000
690 Bald Eagle Drive, Marco Island (239) 642 -1166
1280 Creekside Street, #104, Naples (239) 593 -5522
895 Fifth Avenue South, Naples (239) 919 -5199
5078 Pope Paul 11 Blvd, #100, Ave Maria (239) 354 -5250 m
FM W
www.fnbofe-c.com
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Bank Use Only CIF#
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9/23/2014 13.A.
ACH Agreement
This agreement is made this the day of between First National Bank of the Gulf
Coast ( "Bank ") and (the "Customer ").
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 Depository Agreement,
the provisions of this Agreement shall prevail. Terms not otherwise defined in this 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.ore 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. ov 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 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.
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2. UNDERWRITING. Customer approval for use of this Service may be subject to underwriting criteria
established by Bank from time to time. If Bank requires application of underwriting criteria to Customer approval
for use of this Service, Bank will communicate to Customer the nature and content of that criteria and the
information Customer will be required to provide to Bank. Customer agrees to provide Bank such financial,
business and operating information as Bank may reasonably request in connection with Bank's underwriting and
approval process. Bank may require the personal guarantee of a principal or an owner of company. Schedule G
should be executed if such a guarantee is required.
3. SECURITY INTEREST. To secure the payment and performance of Customer's obligations set forth herein,
Customer grants to Bank a security interest in and pledges and assigns to Bank all of Customer's right, title, and
interest in the following described property, whether now owned or hereafter existing or acquired and wherever
located: (a) all monies, instruments, savings, checking and other accounts of Customer (excluding IRA, Keogh, trust
accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Bank's custody
or control; (b) any other collateral described in any security instrument securing the obligations of Customer to
Bank under this Agreement or any other obligation of Customer to Bank; and (c) all proceeds and products of the
property as well as any replacements, accessions, substitutions, and additions to any of the above.
4. 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 without 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
establishing the authorized signatories for Customer deposit accounts are hereby incorporated by reference and
made a part hereof.
S. 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.
" Overlimit 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 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
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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 as promptly as practicable, but in no event later than 2 banking days after its decision. Customer
may not reinitiate entries except as prescribed by the Rules.
6. 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
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 attorneys' fees.
7. 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 bylaw. 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.
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(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.
(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 anytime and from time to time in Bank's discretion. Bank will
endeavor to give Customer reasonable notice 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.
a. 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 a -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.
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(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 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.
9. 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.
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
Debit or Credit
Document signed by individual or similarly
PPD
authenticated
Debit or Credit
Document signed or verbal agreement by
CCD, CTX
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.
10. 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 parry by use of any reasonable means. Bank shall not be
obligated to make such recordings.
11. PROCESSING, TRANSMITTAL, AND SETTLEMENT BY BANK. Except as otherwise provided for in this
Agreement and if Bank elects to accept Entries, Bank shall:
(a) (1) 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 S.
(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.
12. 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
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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 Accounts) ") 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
(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.
13. PRE - FUNDING. Bank reserves the right to require Customer to pre -fund an Account maintained at Bank
prior to the Settlement Date of the ACH file. Bank shall determine whether pre- funding is required based on
criteria established from time to time by Bank. Bank will communicate directly to Customer if pre- funding is
required and, if requested by Customer, will provide Customer with an explanation of its pre- funding criteria. If It
Is determined that pre- funding is required, Customer will provide Immediately available and collected funds
sufficient to pay all Entries initiated by Customer (a) not later than 8;00 a.m. local time not fewer than 2 business
days before each Settlement Date, and (b) prior to initiating any Entries for which pre- funding is required.
14. ON -US ENTRIES. Except as provided in Section 16, 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 11 (b) (1), (0), and (iii) are meta 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.
15. 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. In connection with these evaluations, Bank
reserves the right to require Customer to establish reserves with Bank calculated by Bank to cover Customer's
obligations to Bank arising from ACH activities under this Agreement. Reserves may be expressed as a fixed dollar
amount or as a "rolling reserve" calculated based on "rolling" averages determined by Bank's periodic evaluations.
The amount of reserves required by Bank, if any, will be communicated directly to Customer from time to time.
Customer agrees to establish reserves as required by Bank within 2 banking days after receipt of a communication
from Bank setting forth the amount of required reserves and the basis of calculation used to determine the
amount of reserves. Bank may suspend ACH processing activity for Customer if Customer fails to establish the
required amount of reserves within the time period specified by Bank in its communication to Customer.
16. REJECTION OF ENTRIES. Customer agrees that Bank has no obligation to accept Entries and therefore
may reject any Entry issued by Customer. Bank has no obligation to notify Customer of the rejection of an Entry
but Bank may do so at its option. 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.
17. CANCELLATION OR AMENDMENT BY CUSTOMER. Customer shall have no right to cancel or amend any
Entry after its receipt by Bank. However, Bank may, at its option, accept a cancellation or amendment by
Customer. If Bank accepts a cancellation or amendment of an Entry, Customer must comply with the Security
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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 attorney's fees, incurred by Bank as the result of its
acceptance of the cancellation or amendment.
18. 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.
19. ERROR DETECTION. Bank has no obligation to discover and shall not be liable to Customer for errors
made by Customer, including but not limited to errors made In identifying the Receiver, or an Intermediary or RDFI
or for errors In the amount of an Entry or for errors in Settlement Dates. Bank shall likewise have no duty to
discover and shall not be liable for duplicate Entries issued by Customer. Notwithstanding the foregoing, if the
Customer discovers that any Entry it has initiated was in error, it shall notify the Bank of such error. if such notice
is received no later than four (4) hours prior to the ACH receiving deadline, the Bank will utilize reasonable efforts
to initiate an adjusting Entry or stop payment of any On -Us" credit Entry within the time limits provided by the
Rules. In the event that Customer makes an error or issues a duplicate Entry, Customer shall indemnify, defend all
claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to attorney's fees,
incurred by Bank as result of the error or issuance of duplicate Entries.
20. 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.
21. 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.
22. 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 5, 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
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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.
23. ACCOUNT RECONCILIATION. 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 ten (10) 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. If the Customer fails to notify the Bank within thirty (30) calendar days of receipt of such periodic
statement, the Customer shall be precluded from asserting any discrepancy against the Bank.
24. PROVISIONAL SETTLEMENT. Customer shall be bound by and comply with the Rules as in effect from
time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the
Receiver provisional until receipt by the RDFI of final settlement for such Entry; and Customer acknowledges that it
has received notice of that Rule and or the fact that, if such settlement is not received, the RDFI shall be entitled to
a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver
the amount of the Entry.
25. 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
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.
26. 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.
27. FINANCIAL INFORMATION AND AUDIT. Bank may from time to time request information from Customer
in order to evaluate a continuation of the Service to be provided by Bank hereunder and /or adjustment of any
limits set by this Agreement. Customer agrees to provide the requested financial information immediately upon
request by Bank, in the form required by Bank. Customer authorizes Bank to investigate or reinvestigate at any
time any information provided by Customer in connection with this Agreement or the Service. Upon request by
Bank, Customer hereby authorizes Bank to enter Customer's business_ premises for the purpose of ensuring that
Customer is in compliance with this Agreement and Customer specifically authorizes Bank to perform an audit of
Customer's operational controls, risk management practices, staffing and the need for training and ongoing
support, and information technology infrastructure. Customer hereby acknowledges and agrees that Bank shall
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have the right to mandate specific internal controls at Customer's location(s) and Customer shall comply with any
such mandate. In addition, Customer hereby agrees to allow Bank to review available reports of independent
audits performed at the Customer location related to information technology, the Service and any associated
operational processes. Customer agrees that if requested by Bank, Customer will complete a self- assessment of
Customer's operations, management, staff, systems, internal controls, training and risk management practices that
would otherwise be reviewed by Bank in an audit of Customer. If Customer refuses to provide the requested
financial information, or if Bank concludes, in its sole discretion, that the risk of Customer is unacceptable, if
Customer violates this Agreement or the Rules, or if Customer refuses to give Bank access to Customer's premises,
Bank may terminate the Service and this Agreement according to the provisions hereof.
28. 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 28(a).
(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 A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE AT
THE FEDERAL RESERVE BANK OF NEW YORK FOR THE PERIOD INVOLVED. AT BANK'S OPTION, PAYMENT OF SUCH
INTEREST MAY BE MADE BY CREDITING THE ACCOUNT.
29. 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
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 byname and account or identifying number.
30. PAYMENT FOR SERVICES. The Customer shall pay the Bank the charges for the services provided in
connection with this Agreement, as set forth in Schedule E. All fees and services are subject to change upon thirty
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(30) days prior written notice from the Bank. 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.
31. AMENDMENTS. Except as provided in Section 30, the Bank may amend this agreement from time to time
upon written notice to the Customer. 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. Alternatively, the Bank may terminate this Agreement if it deems such action necessary or appropriate
under the circumstances. The Bank shall have no liability to the Customer as a result of any such violation,
amendment or termination. 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.
32. 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, at the address of Customer on
the books of Bank and if to Bank, at the following address:
First National Bank of the Gulf Coast
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.
33. 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.
34. 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. The Bank may, at
its sole discretion, make available such information upon the Customer's request. Any expenses incurred by the
Bank in making such information available to the Customer shall be paid by the Customer.
35. 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
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.
36. TERMINATION. Either party may terminate this Agreement upon 30 calendar days written notice to the
other; provided however that Bank may terminate this agreement immediately upon its determination that
Customer is in violation of this Agreement, the ACH Rules or applicable laws or If Customer initiates any
bankruptcy proceeding or is otherwise declared insolvent. Any termination of this Agreement shall not affect any
of Bank's rights or Customer's obligations with respect to any Entries initiated by Customer prior to such
termination, or the payment obligations of Customer with respect to services performed by Bank prior to
termination, or any other obligations that survive termination of this Agreement. Customer's obligation with
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respect to any Entry shall survive termination of this Agreement until any applicable statute of limitation has
elapsed.
37. ENTIRE AGREEMENT. This Agreement (including the Schedules attached) together with the Depository
Agreement, 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 Depository
Agreement, the terms of this 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 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.
38. NON - ASSIGNMENT. The Customer may not assign this Agreement or any of the rights or duties
hereunder to any person without the Bank's prior written consent.
39. WAIVER. The Bank may waive enforcement of any provision of this Agreement. Any such waiver shall
not affect the Bank's rights with respect to any other transaction or modify the terms of this Agreement.
40. 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.
41. HEADINGS. Headings are used for reference purposes only and shall not be deemed part of this
Agreement.
42. 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.
43. 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.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized
officers.
First National Bank of the Gulf Coast
By:
Name:
Title:
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Customer
By:
Name:
Title:
Customer
By:
Name:
Title:
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Schedule A
CUSTOMER SELECTED
STANDARD ENTRY CLASS CODE
As used in the Agreement, the following" are ACH Standard Entry Class Codes (SEC) approved for use by Customer
(check all that apply), subject to any specific restrictions on the types of ACH transactions that may be originated,
which are identified by Bank below:
CCD — Corporate Credit or Debit— Either a credit or debit where funds are either distributed or
consolidated between corporate entities.
❑ CTX - Corporate Trade Exchange The transfer of funds (debit or credit) within a trading partner
relationship in which payments related information is placed in multiple addenda records.
PPD - Prearranged Payment and Deposit
o Direct Deposit - The transfer of funds into a consumer's account. Funds being deposited can
represent a variety of products, such as payroll, interest, pension, dividends, etc.
o Direct Payment - Preauthorized payment is a debit application. This Includes recurring bills that
do not vary in amount — insurance premiums, mortgage payments, charitable contributions, and
installment loan payments or standing authorizations where the amount does vary, such as
utility payments.
*The above SEC Codes are the most commonly -used and not an all- inclusive list.
Bank has identified the following ACH transaction restrictions:
• The Bank does not offer any other Standard Entry Class Codes other than those listed above.
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Schedule B
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.
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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.
• Files will be encrypted by Customer before being transmitted to Bank.
• 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.
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Schedule D
ACH Processing Limits
Transaction Limit
Maximum Amount of Any ACH Transaction $
ACH Dally File Limits
Daily File Limit for ACH Debit Transactions $
Daily File Limit for ACH Credit Transactions $
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Schedule E
SERVICE FEES
Fee Schedule: Customer authorizes Bank to debit any of the following fees from Customer's Account from time to
time as appropriate:
Initial ACH Setup Fee NA
Transmittal Fee
$0.00 per file
Transaction Item
$ 0.15per credit item
$ 0.15per debit item
Return /NOC
$ 2.50 per item
ACH Service Fee
$25.00 per month
Deletions or Reversals
$0.00 per occurrence or per file or per item
Special Handling Fee
$0.00 /hr. minimum 1 hour
Corporate Rules Book
$0.00 per rules book
Bank Officer Notes /Comments:
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Schedule F
Holiday Schedule
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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.
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Schedule G
Principal /Owner Guaranty
This Schedule should be used when the Bank requires the guarantee of the customer's principal /owner of
obligations of the customer under the ACH Origination Agreement
The undersigned hereby guarantees the prompt payment and performance of all amounts, fees, and obligations of
(Customer) due and owing to (Bank)
arising under or in connection with that certain Customer Agreement for ACH Origination (the "Agreement "),
dated of even date herewith between Customer and Bank. This Guaranty is intended to cover all obligations of
Customer under the Agreement, including, but not limited to, (a) the payment of fees and amounts arising under
the Agreement or in connection with any deposit account maintained by Customer with Bank, (b) the compliance
by Bank with all laws, regulations and rules related to Customer's origination and processing of ACH Entries under
the Agreement, (c) Customer's obligations with respect to Reserves and the return of ACH Entries under the
Agreement and (d) the accuracy and performance of Customer's warranties under the Agreement.
In order to secure the payment and performance of this Guaranty, the undersigned hereby grants to Bank a
security interest in and to all deposit accounts owned by the undersigned and maintained at Bank.
The undersigned hereby agrees and acknowledges that this Guaranty is a guarantee of performance and not of
collection, and that Bank may, upon default or violation by Customer of any terms of the Agreement, proceed
directly against the undersigned for satisfaction and performance of the obligations of Customer under the
Agreement without first proceeding against Customer.
Executed this _ day of , 20
Signature of Principal /Owner
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Bank Use Only: CIF # Addendum
�Co /drn au« �
Retail Lockbox Agreement
Account Title:
Contact Person: Phone:
Frequency of Billings: Number of items: Type of software used:
Type of Business: Target Date:
Account numbers:
Customer desires to use Retail Lockbox services of Bank. Bank is willing to provide such services under
the terms and conditions in the Treasury Operations 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 Lockox Payments until the
appropriate account has been established
2. CREDIT ACCOUNTS: Charee 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.
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
TMLB0001 10/23/2008 3:53 PM 1
Filename: T:/TreasuryOperations/Retail Lockbox /FNBRetail Lockbox Agreement.docx
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Bank Use Only: CIF # Addendum
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
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 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.
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.
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Bank Use Only: CIF # Addendum
11. 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 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 numeric amount. If the Bank is unable to determine the
numeric amount, 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, items received without a remittance
advice 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.
L 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.
Company Name:
Date Accepted:
By: _
Name:
Title:
First National Bank of the Gulf Coast
By: _
Name:
Title:
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@c
en Bank R��Q ro a Bank Use Only: CIF
Remote Deposit Agreement
This Agreement, dated as of , 20_ is between
(hereafter "Business /Consumer ") and First National Bank of the Gulf
Coast (hereafter "First National Bank of the Gulf Coast ").
1. Remote Image Presentment Services
First National Bank of the Gulf Coast 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, 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) BusinesstConsumer 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.
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b. The Business /Consumer will image checks through a qualified scanner. These captured items
will be transmitted to First National Bank of the Gulf Coast for further processing.
c. Unless Business /Consumer owns their own certified scanner and/or mobile device:
i. Business agrees to purchase a certified scanner from First National Bank of the Gulf
Coast (collectively referred to as the "Scanner "). First National Bank of the Gulf Coast 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
National Bank of the Gulf Coast. FIRST NATIONAL BANK OF THE GULF COAST
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 National Bank of the Gulf Coast 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 National Bank of the Gulf Coast) 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 is also subject to the Rules and the terms of the Deposit
Agreement.
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 National Bank of the Gulf Coast 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 National Bank of the Gulf Coast" in this Agreement
will be deemed to refer to any support service that First National Bank of the Gulf Coast 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 National Bank of the Gulf Coast 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
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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 final payment of the Checks
and subject to the terms of the Deposit Agreement. For the purpose of determining availability
of funds, Bank may hold funds for the period of time permitted by Bank's availability disclosure.
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.
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.
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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;
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;
c. when encoded, the amount of the Check; and
d. when encoded, the serial number and the process control field of the Check.
4. Operating Procedures
a. First National Bank of the Gulf Coast will provide all services hereunder in accordance with
First National Bank of the Gulf Coast's Remote Deposit Customer Operating Procedures. First
National Bank of the Gulf Coast may periodically update and modify the Remote Deposit
Customer Operating Procedures. The Business /Consumer will be informed of the portions of
First National Bank of the Gulf Coast's operating procedures that apply to the services being
provided to Business /Consumer so the Business /Consumer can fulfill its responsibilities and
thereby enable First National Bank of the Gulf Coast to provide the services in an efficient and
cost effective manner. First National Bank of the Gulf Coast may from time to time update or
modify its operating procedures and/or change its equipment or software and/or the location of
its processing center. First National Bank of the Gulf Coast will endeavor to provide advance
notice of any such updates, modifications or changes that could impact the Business /Consumer.
b. The Business will designate individual to be its primary administrator. The Business warrants
that the person identified has been authorized by the Business to designate all persons at the
Business with authority to upload files or have access to First National Bank of the Gulf Coast's
software. In addition said individual shall have responsibility for managing the Business
performance of its responsibilities under this Agreement. The Business acknowledges that First
National Bank of the Gulf Coast will rely on the designations made by the person identified.
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Business acknowledges that they received a copy of the Remote Deposit Customer Operating
Procedures at the time of signing this agreement.
c. The Business shall be responsible for training its employees to operate the Scanner, to image the
deposit items and to upload the files on First National Bank of the Gulf Coast's software. The
Business is responsible for establishing its own security procedures for uploading files to First
National Bank of the Gulf Coast and insuring that only individuals authorized by the Business
may upload the files or have access to First National Bank of the Gulf Coast's software.
d. The Business /Consumer agrees that it will not attempt to copy, reproduce, modify or alter in any
way First National Bank of the Gulf Coast's software or to attempt to disassemble, decompile or
reverse engineer First National Bank of the Gulf Coast's software to determine the Source Code.
e. To ensure accuracy, Business /Consumer shall balance the dollar amount of each deposit to the
sum of the Checks prior to transmitting the File in accordance with the Procedures.
Business /Consumer may send Files to First National Bank of the Gulf Coast throughout the day.
The total dollar value of the Files sent by Business /Consumer to First National Bank of the Gulf
Coast on any day shall not exceed the dollar amount specified in Attachment D (the "Deposit
Limit") which may change from time to time. If the total dollar value of the Files sent by
Business /Consumer to First National Bank of the Gulf Coast on any day exceeds the Deposit
Limit, First National Bank of the Gulf Coast may, at its option, refuse to accept the File that
exceeds the Deposit Limit, or First National Bank of the Gulf Coast may accept and process the .
File. To be eligible for processing on the day transmitted, Files must be received by First
National Bank of the Gulf Coast no later than the cut -off time and not over the daily deposit limit
specified in Attachment D (the "Cut -Off Time "). A File is considered received by First
National Bank of the Gulf Coast when a complete copy of such File has been written on a First
National Bank of the Gulf Coast electronic storage device in conformity with First National
Bank of the Gulf Coast's technical and operational requirements. To meet the Cut -Off Time, the
entire File must be received by First National Bank of the Gulf Coast prior to the Cut -Off Time,
and the File must successfully pass the edits for conformity with the technical requirements. For
purposes of determining when a File has been delivered and received, First National Bank of the
Gulf Coast's records shall be determinative. A File which is not balanced in accordance with the
Procedures or which is received after the Cut -Off Time shall be deemed to have been received on
the business day following the business day on which the File is actually received by First
National Bank of the Gulf Coast. First National Bank of the Gulf Coast reserves the right to
change the Deposit Limit and the Cut -Off Time. All such changes shall be effective immediately
and may be implemented prior to Business /Consumer's receipt of notice thereof.
Business /Consumer may contact First National Bank of the Gulf Coast at any time to verify
daily Deposit Limit and the Cut -Off Time.
5. Lost, Destroyed or Damaged Image Files.
a. First National Bank of the Gulf Coast 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 National
Bank of the Gulf Coast at its processing center.
b. If an image or image file is lost, destroyed or damaged after receipt and validation by First
National Bank of the Gulf Coast at its processing center, First National Bank of the Gulf Coast
shall assist the Business /Consumer in reconstructing the items from the best information
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available. In such event, to the extent that the loss, destruction or damage was caused by First
National Bank of the Gulf Coast, First National Bank of the Gulf Coast shall waive its charge for
the assistance provided by First National Bank of the Gulf Coast in reconstructing the items
involved. The Business /Consumer shall in any event, at its expense, cooperate as required by
First National Bank of the Gulf Coast, including without limitation requesting supporting
information and data from its customer(s). In no event shall First National Bank of the Gulf
Coast be liable for the face value of any item.
6. 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 15 day retention from the date processed. After this retention period,
Business /Consumer will 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 must 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 have provided.
7. Warranties and Covenants;
The Business /Consumer hereby represents warrants and covenants to First National Bank of the Gulf
Coast the following:
a. Only acceptable items will be deposited and the Business /Consumer certifies that no items have
been 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 National Bank of the Gulf Coast do not contain viruses;
g. The Business /Consumer agree to indemnify and hold harmless First National Bank of the Gulf
Coast for any loss, cost, expense, action or cause of action arising from or related to the Services
described in this Agreement, whether such loss, cost, expense, action or causes of action is
asserted by any customer of Business /Consumer or any other third party.
8. Limit of Liability.
a. ANY PROVISION IN THIS AGREEMENT, ANY OTHER 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
THE LESSER OF (i) BUSINESS /CONSUMER'S ACTUAL DAMAGES OR (ii) THE TOTAL
FEES PAID BY BUSINESS /CONSUMER TO BANK FOR THE REMOTE DEPOSIT
SERVICE FOR THE PERIOD OF SIX MONTHS IMMEDIATELY PRECEDING THE DATE
OF THE ALLEGED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT
SHALL BANK OR ANY PROVIDER 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
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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, EVEN IF
BANK OR SUCH PROVIDER(S) HAVE BEEN SPECIFICALLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES.
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. TO THE FULLEST EXTENT ALLOWED BY LAW, AND SUBJECT TO THE FOREGOING
PROVISIONS OF THIS SECTION DEALING WITH BANK'S LIABILITY FOR DAMAGES
SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, BANK'S LIABILITY TO BUSINESS /CONSUMER UNDER THIS
AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM
BANK'S FAILURE TO EXERCISE ORDINARY CARE.
e. 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
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.
f. 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
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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.
9. Amendments.
Bank may amend the terms of this Agreement at any time, in its sole discretion, by giving notice to
Business /Consumer. If required by this Agreement or by applicable law, notice will be given for the
applicable required number of days in advance of each such amendment. Business /Consumer's
continued use of the Remote Deposit Service shall constitute Business /Consumer's agreement to such
amendments. No amendments requested by Business /Consumer shall be effective unless received, and
agreed to in writing, by Bank.
10. 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 30 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
convect, and Business /Consumer shall be precluded from asserting such error or discrepancy against
Bank.
11. 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) re -price or terminate the Remote Deposit Service based on changes to
information previously provided to Bank by Business /Consumer.
12. Bank's Duties.
Bank's duties and responsibilities are limited to those described in this Agreement, the Deposit
Agreement and any other agreements governing the Accounts. Bank will use commercially reasonable
care in performing its responsibilities under this Agreement.
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13. 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. In all instances, Bank's and, if the services of a third party provider are
utilized in the provision of the Remote Deposit Service, such third party's sole liability to
Business /Consumer shall be limited to the correction of any errors made. 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.
14. 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.
Business /Consumer hereby indemnifies Bank and each of its parents, subsidiaries and affiliates and their
respective 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: (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 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
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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.
16. Fees and Charges
So long as this Agreement remains in effect, Business /Consumer agrees to pay to Bank the normal
deposit account service charges established from time to time by Bank and, in addition thereto, the fees
and charges set forth in the Fee Schedule attached to this Agreement as Attachment "C" or provided
from time to time hereafter to Business /Consumer, and all such other fees and charges as may be agreed
upon from time to time by Business /Consumer and Bank.
Business /Consumer authorizes Bank to deduct any charges for the Remote Deposit Service from any
Account, even if such deduction causes an overdraft in the Account. Should Business /Consumer fail or
refuse to pay any charges under this Agreement, Business /Consumer agrees to pay all collection costs
(including reasonable attorney's fees) which may be incurred by Bank. Bank shall have the right to
increase or decrease charges imposed for the Remote Deposit Service and will notify
Business /Consumcr of the changes, to the extent required by law. Business /Consumer's use of the
Remote Deposit Service after changes have been made shall constitute Business /Consumer's agreement
to the same.
In addition to the Remote Deposit Service fees, Business /Consumer agrees to pay all taxes, tariffs and
assessments levied or imposed by any government agency in connection with the Remote Deposit
Service, this Agreement, and/or the software or equipment made available to Business /Consumer
(excluding any income tax payable by Bank). Business /Consumer is also responsible for the costs of
any communication lines and any data processing charges payable to third parties.
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, Business /Consumer hereby
authorizes Bank to enter Business /Consumer's business premises 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
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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 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.
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.
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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.
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; provided, however that
Bank may assign this Agreement or any part of it to any of Bank's affiliates or to a successor of Bank by
merger or acquisition upon written notice to Business /Consumer.
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. In the event of any
inconsistency between such agreements, the Rules and this Agreement, the provisions of this Agreement
shall control to the extent necessary. Business /Consumer agrees that this Agreement is the entire
statement of the terms and conditions which apply to the subject matter hereof. This Agreement
supersedes any prior agreements between the parties relating to the Remote Deposit Service.
25. No Waiver.
No delay or failure on the part of Bank in exercising any of Banks rights under this Agreement shall
constitute a waiver of such rights, and no exercise of any remedy hereunder by Bank shall constitute a.
waiver of its right to exercise the same or any other remedy hereunder. Except for changes made in
accordance with this Agreement, no deviation, whether intentional or unintentional, will constitute an
amendment of this Agreement or will constitute a waiver of any right or duty of either party.
26. Governing Law; Venue
This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.
Business /Consumer hereby irrevocably agrees to submit to the nonexclusive jurisdiction of the courts of
such state and the United States of America and agrees that any legal action or proceeding with respect
to this Agreement may be commenced in such courts.
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;
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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,
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 National Bank of the Gulf Coast 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 Owners /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.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date written below.
Business /Consumer Name:
By:
Print Name:
Title:
By:
Print Name:
Title:
Date:
First National Bank of the Gulf Coast
By:
Printed Name:
Title:
Date:
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ATTACHMENT A
HARDWARE LIST FOR BUSINESSES.
List of Hardware:
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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 terns 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).
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(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 within thirty (30) calendar days of receipt of the invoice from Bank.
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#
Scanner#
Scanner#
Physical Location (address, city, state and zip)
Physical Location (address, city, state and zip):
Physical Location (address, city, state and zip):
(ix) PERSONAL PROPERTY. The Scanner(s) is, and shall at all times remain, personal property
notwithstanding that the Scanner(s) or any part thereof may now be, or hereafter become, in any manner affixed
or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in
any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise.
(x) ENCUMBRANCES. Business shall not do any act that will in any way encumber the title of Bank in and to
the Scanner(s). In the event the Scanner(s) becomes the subject of any lien or encumbrance through the action
of Business, Business shall indemnify and hold harmless Bank from all costs, losses or expenses with respect
thereto, and Business shall immediately pay any such lien and obtain a release thereof.
(xi) DEFAULT. If Business fails to pay any amount herein provided within thirty (30) calendar days after the
same is due and payable, 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.
(xii) BANK'S EXPENSES. Business shall pay Bank all costs and expenses, including reasonable attorney fees,
incurred by Bank in exercising any of its rights or remedies hereunder or in enforcing any of the terms,
conditions or provisions hereof.
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ATTACHMENT B
BUSINESS COMPUTER REQUIREMENTS
Business Computer Reouirements:
Operating.
Microsoft Microsoft Windows 1
Mobile Devices
.:System
Windows XP Windows
Vista
Version, Edition
Home or
Professional with
Business,
Enterprise, or
^"-
Enterprise, Professional,
or Ultimate Editions
Apple (Phone (all models)
OS 3.1
Service Pack 2 or
higher
Ultimate
Editions
32 bit version only
32 bit version
only
32 bit version
only
Android-based
All models with an 2+ Mp
auto -Focus camera OS
2.1.1
Updates
All current critical Windows updates
Processor
1.2 GignHctiz
2.4 GigaHcriz
2.4 Giga Hertz (GHz) or
(GHz) or greater
(GHz) or
greater
teeter
RAM
512 Megabyte or
1 Gigabyte or
2 Gigabytes or greater
teeter
teeter
Hard Drive
1.5 Gigabytes or granter available
Space
USB Fort
Direct USB 2A port (hubs, powered ur 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)
Browser
Microsoft Internet Explorer 7 or cater
UPS
Unintctruptablc Power Supply (UPS) system is
.NET
NET 1.1 Framework with Service Pack 1
lntcrnct
High-speed lnternct connection
Interne
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t connection
UPS
Unintctruptablc Power Supply (UPS) system is
recommended
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ATTACHMENT C
REMOTE DEPOSIT SCHEDULE OF FEES
Hardware
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Business agrees to purchase a certified scanner from First National Bank of the Gulf Coast 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 0 24 months $140.00 E 36 months $220.00
Other Fees
Monthly Maintenance — No Charge
Per item fee —No Charge
Note:
Account number for scanner payment:
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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 National Bank of the Gulf Coast will be closed on the following standard holidays observed by the Federal
Reserve Bank. First National Bank of the Gulf Coast 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.
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Bank Use Only: CIF# Addendum
v VLA
ACCOUNT RECONCILIATION /POSITIVE PAY AGREEMENT
This Account Reconciliation and Positive Pay Services Agreement ( "Agreement ") dated as of
between First National Bank of the Gulf Coast ( "Bank ") and
Customer Name_ ( "Company ") agree to the services described below shall be subject to the
terms and conditions set forth in this Agreement.
ACCOUNT TITLE ACCOUNT NUMBER
Customer Procedures
1. On a daily basis Customer will transmit a file via Electronic Banking containing their
check information. (A test file of this transmission is required prior to going live with the
Bank).
2. The Bank will have full authority to pay all cleared checks that match the check
information provided with the exception of stop payment requests.
3. On a daily basis Customer will have the ability to view all exception items via Electronic
Banking. Exception items will default to pay all items; however when reviewing,
customer will have the ability to unclick any items wishing to be returned. Decisions to
pay or return checks listed on your exception report must be received by the bank
electronically on the same business day by 11:00 AM EST. In the event the bank does not
receive these decisions by 11:00 AM EST the bank will pay all exception items.
Exceptions will occur if:
➢ Check has not been issued
7 Check has already cleared
➢ Check does not have a serial number
➢ Check has been voided
➢ Check is stale dated
Y Check is dormant
➢ Check amount does not match issued file
➢ Stop Payment has been issued
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Bank Use Only: CIF# Addendum
4. Checks presented at the teller window will be compared to the file have previously
transmitted. In the event there is a discrepancy between the item presented and the file
information, the Bank will try and contact an authorized individual to verify if item can
be paid. If the bank is unable to speak to an authorized individual than the bank will not
negotiate the item.
5. The Bank is not responsible for detecting any Company error contained in any Check
Issue Report or Pay Request or Return Request sent by the Company to the Bank.
Check Supply - Company is not to use same check number twice. When purchasing, printing or
otherwise issuing checks /debits on the account, unique serial/check numbers are to be used.
Duplication of serial /check numbers may result in the item(s) in question not being honored.
1. Name:
2. Name:
3. Name:
Customer Name
By:
Name:
Title:
Date:
Company Authorized Contacts
Phone:
Phone:
Phone:
First National Bank of the Gulf Coast
Name: Nancy B. Ortega
Title: SVP Director of Treasury Operations
Date:
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FIRST NATIONAL BANK OF THE GULF COAST
WIRE TRANSFER AGREEMENT
AGREEMENT:
The Bank will execute, without limit as to amount and without inquiry beyond that defined below, any and all written requests, fax requests and
computer - initiated requests for the wire transfer of funds from the Customer's account All wire requests shall be made in accordance with the Bank's
operating procedures. Provided Customer has complied with all of Bank's requirements, the Bank will debit the customer's account in the amount of the
requested wire transfer plus the applicable fee as set forth in the Bank's Fee Schedule. The Bank is not obligated to make any wire transfer that will
create a negative balance in Customer's account nor will the Bank draw upon uncollected funds of Customer. Wire Transfer Requests will be accepted
during normal business hours. The Bank will make the requested transfer on the date received provided the request was received by 4.00 P.M. EST.
Unless the Customer waives the verification requirements, all Wire Transfer Requests shall be subject to the following procedure:
SECURITY PROCEDURES:
Unless waived by Customer, all Wire Transfer Requests shall be submitted by an Individual authorized to submit a Wire Transfer Request as indicated
below and verified by an individual authorized to verify outgoing wires on behalf of the Customer ('Verification ").
Customer shall transmit a Wire Transfer Request by written facsimile, electronic mall or by delivering written instructions to the location designated from
time to time by Bank for those purposes. Customer shall represent herself or himself as an authorized person and shall supply the name and signature
of an authorized person on the facsimile or written Wire Transfer Request. Bank shall then:
1. Compare the signature on the instruction received to the genuine signature of the authorized person.
2. Place a telephone call to an individual on the verification list below at the telephone number designated for such person.
3. Confirm the Transfer Instruction by obtaining from the verifier data regarding the Transfer Instruction amount, beneficiary, and beneficiary's
account Furthermore, if the person verifying a Transfer Instruction is not known to Bank's wire representative, then the wire representative
shall request the verifier's Personal Identification Number ( "PIN ").
4. Customer may submit a Wire Transfer Request via Customers secure Internet Banking Site. All such requests will be input by a person
authorized to input a Wire Transfer Request and verified by a person authorized to verify outgoing wires.
AUTHORIZATION and VERIFICATION
Each of the employees listed below are authorized, as indicated below, to submit and/or verify an outgoing Wire Transfer Request on behalf the
Customer named below. Unless a Wire Transfer Request is submitted through Customers secure Internet banking site, all instructions must be in writing
or by facsimile. Verification will be by a "callback" from the Bank to one of the employees listed below. For security purposes, it is recommended that
the employee who authorizes the initiation of a wire transfer should not be the same employee who verifies the wire transfer information during the
callback process. The Bank will call each individual listed below to obtain their individual and unique four -digit PIN.
Name/Title Phone Number PIN Signature Submit Verify
1. ❑ ❑
2. ❑ ❑
3. ❑ ❑
4. ❑ ❑
5. ❑ ❑
If you do not desire to be subject to the Verification Procedures set forth herein, due to limitations on the amount of employees who may be available to
initiate, authorize and verify Wire Transfer Requests, please initial below to waive the Verification Procedure requirement
(Initials) CUSTOMER HEREBY WAIVES THE WIRE TRANSFER REQUEST SECURITY VERIFICATION PROCEDURES REQUIRING ALL
WIRES TO BE VERIFIED BY A SECOND INDIVIDUAL. THE VERIFICATION PROCESS HAS BEEN EXPLAINED TO CUSTOMER AND
CUSTOMER UNDERSTANDS BANK RECOMMENDS THE VERIFICATION PROCESS.
If you waive the verification procedures, you hereby authorize the Bank to accept and process Wire Transfer Requests from any single person on the
Authorization List above.
Please note that the Bank recommends that you select the Verification Procedure. However, If the Verification Procedure is waived, you hereby agree
that for your purposes allowing any one person to authorize and verify a Wire Transfer Request is a commercially reasonable Security Procedure.
INDEMNITY:
Provided the Bank complies with this Agreement, the Customer will indemnify the Bank and hold it harmless from any and all claims, damages, costs
and expenses of any kind including attorney's fees arising in any way, directly or indirectly, from any transfer or from this Agreement.
COMPENSATION FOR LOSS AND LIMITATION OF LIABILITY:
If the Bank causes a loss as a result of its negligence, it shall compensate the Customer for the loss, but its liability shall not be greater than the amount
of the transfer requested. The Bank shall not be liable for prospective profits or special or consequential damages, whether or not the likelihood of loss
or damage was known by the Bank. Its liability is further limited as follows:
a. The Bank shall not be responsible for acts or omissions of parties not in its control, for failure of computer facilities, for failure or interruption of
communication facilities, for action or inaction of government, for acts of god.
b. The Bank will mail to the Customer a debit advice within a reasonable time after the transfer. The Customer will immediately examine the
advices and such periodic account statements that are sent. The Customer will bring any discrepancy to the Bank's attention. The Bank will
Junc 2013 Pagc I of t
Packet Page -822-
9/23/2014 13.A.
not be liable for any transfer, even if the transfer was due to the negligence of the Bank, if the Customer fails to bring the transfer to the Bank's
attention within sixty days from the date they receive the advices or account statements, whichever occurs first.
c. If the request was received by the cutoff hour and if the Bank failed to make the transfer on that day and if such failure was within its control,
the Bank will provide compensation for loss of interest during the delay. Compensation may be calculated by adjusting the aggregate ledger
and collected balance of the account to reflect the amount that would have resulted had no error occurred. Alternatively, the Bank in its
discretion may calculate an amount not to exceed the average Federal Funds Rate for the period and amount In question, computed on a daily
basis.
d. The Bank and the Customer are the only parties to this Agreement and no other entity shall be a third party beneficiary of this Agreement.
REQUESTS FINAL:
A request made by the customer under this Agreement is final. However, the customer may request, and, if possible, the Bank will cancel or amend any
request before the transfer is made. The Bank shall incur no liability if it is unable for any reason, to cancel or amend a request.
CHANGES AND AMENDMENTS:
The Bank may change Its procedures at any time. The Customer will use the new procedures as soon as they are received. This Agreement will not be
changed or modified, except in writing signed by an authorized representative of the Bank. Except for changes made in accordance with these terms
and conditions, no deviation, whether intentional or unintentional, shall constitute a change to this Agreement, and no such deviation shall constitute a
waiver or any right or duty of either party.
OTHER AGREEMENTS:
All other agreements, rules, regulations and fee schedules governing the Customer's account and any service that the Bank renders for the customer
are incorporated in this Agreement by reference to the extent consistent with this Agreement. This Agreement is the entire Agreement for wire transfer
services and supersedes all previous agreements and understandings, oral or written, relating to this service. This Agreement is subject to all wire
transfer clearing house association guidelines.
E-MAIL SECURITY:
Because e-mail messages are transmitted over the Internet, the Bank cannot ensure the security of the messages. If you choose to send e-mail
messages to the Bank, you should be aware of the Bank's regulatory requirements and retention policies.
FUTURE ACCOUNTS:
Unless otherwise directed, this agreement pertains to all future accounts established for the customer noted below. If this agreement is not to apply to
an account, notification must be provided in writing and to an officer of the bank during normal business hours allotting a reasonable amount of time to
act on such request.
CANCELLATIONS:
This Agreement shall remain in full force and effect until either party receives a written notification of cancellation and has a reasonable time to act on
such cancellation. No cancellation shall affect any rights or remedies which accrued before cancellation became effective.
FEES:
Ail fees for this service shall be in accordance with our published fee schedule. The Customer will be notified of any changes to the schedule.
ADDRESS FOR NOTICES:
Notice to either party shall be mailed to the Customer at the address listed on the "Wire Transfer Authorization and Agreement" or any other request for
funds transfer forms supplied by the Bank.
GOVERNING LAW:
The provisions of Regulation J, 12 CFR Part 210, Subpart B. including the appendices, to the extent that the Wire Transfer Request was carried out
through Fed Wire, govern this Agreement Tenns which are not defined in this Agreement shall have the same meanings as defined in Uniform
Commercial Code Article 4A. The Agreement is also subject to all operation circulars of the Federal Reserve Bank of Atlanta, and any other applicable
provision of federal or state law. To the extent the Regulation does not apply, this Agreement will be governed by the laws of the State of Florida.
WAIVER BY JURY TRIAL:
The Bank and Customer knowingly, voluntarily and Intentionally waive the right to a trial by jury In respect to any litigation based on this
Agreement, or arising out of, under, or In connection with this Agreement or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of either party relating to this service. This provision is a material Inducement for the Bank accepting this
Agreement and providing this service.
Customer Name(s):
Deposit Account Number(s):
Authorized By:
Signature Title
Date:
Authorized By:
Signature Title
If you like to receive notifications of all incoming and outgoing wires on this deposit account, please provide the email address(es) to which these should
be sent:
June 2013
Packet Page -823-
Page 2 of 2
9/23/2014 13.A.
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Packet Page -824-
9/23/2014 13.A.
Three words summarize 2012: Growth, Progress, and Achievement.
The Company's assets grew by $217 million to an
ending balance of $613 million as of December 31,
2012 We take pride in that the vast majority of this
growth was achieved organically (rather than through
acquisitions). The Company did purchase, from the
Federal Deposit Insurance Corporation, certain assets
and assumed certain liabilities of the former Royal Palm
Bank of Florida in July 2012. Through the acquisition,
LOAN �ROWTH
2009-2012
i
2009
2010 2011 2012
Despite increasing competition, loan growth has been
Strong. In addition to the $39 million in loans purchased
from Royal Palm Bank, net loans outstanding increased
$126 million during 2012. Asset quality continues to be our
mainstay as the Company reported only 1.44% of total
assets as non - performing at year -end, a figure much lower
than most of our peers. This figure also includes the non-
performing assets acquired from Royal Palm Bank.
we purchased approximately $79 million in assets and
assumed approximately $78 million in deposits and
other liabilities. As a result of the acquisition, we added
two additional offices to our footprint. We now serve
the North Naples Community with our state of the art
Creekside office, and the Marco Island Community is
now represented with our Bald Eagle Drive office.
DEPOSIT GROWTH
2009 -2012
2012
Customer deposits and repurchase agreements
grew from $329 million at year -end 2011 to $526
million by year -end 2012. Excluding the $78 million
of acquired deposits, this represents a growth rate in
excess of 36 %. Market loyalty continues to reward the
company, as existing customers remain our best source
of referrals. We remain committed to our founding
principle of providing superior customer service!
Packet Page -825 -
1
S21-2
5324
2012
Customer deposits and repurchase agreements
grew from $329 million at year -end 2011 to $526
million by year -end 2012. Excluding the $78 million
of acquired deposits, this represents a growth rate in
excess of 36 %. Market loyalty continues to reward the
company, as existing customers remain our best source
of referrals. We remain committed to our founding
principle of providing superior customer service!
Packet Page -825 -
1
9/23/2014 13.A.
WI 66 WE
M UM
Banking has fundamentally changed over the past
decade; these fundamental changes are experienced
most radically in methods of delivery. Customers
no longer visit banks on a regular basis. They are
demanding more online solutions and mobile access.
We have responded to these increasing demands
through the implementation of our new Creekside Office.
This office reflects the latest technological features. Here,
we offer "cash assist machines" rather than traditional
teller lines, similar in nature to automated teller machines.
The caf6 -style environment is equipped with touch
screens, enabling our branch staff to serve as instructors
to our customers. Because of our customers' extensive
use of technology, the Creekside office offers various
types of educational opportunities to customers who
are new to internet banking solutions, on -line bill pay or
other web -based solutions.
As we continue to expand our presence throughout
various markets, we view the Creekside Office as the
office of the future. We are uniquely positioned to serve
customers in a technologically progressive way, while
maintaining our commitment to personal banking.
Packet Page -826-
9/23/2014 13.A.
The Bank reached core profitability in June 2012, and we have sustained earnings since that time. Our net
interest margin increased from 2.90% at year -end 2011 to 3.14% at year -end 2012, contributing over $6 million in
additional core revenue year over year.
2012 HIGHLIGHTS:
March 31, 2012 Total assets reach $460 million.
June 30, 2012 Total assets reach $504 million; the
bank reaches core profitability.
July 20, 2012 First National Bank of the Gulf Coast
acquires the former Royal Palm Bank of Florida from
the FDIC.
September 13, 2012 The Office of the Comptroller of
the Currency terminates its operating agreement with
First National Bank of the Gulf Coast, allowing the
Bank to expand outside of its initial footprint of Collier,
Lee and Charlotte Counties.
September 30, 2012 Total assets reach $568 million.
October 10, 2012 First National Bank of the
Gulf Coast reorganizes as a subsidiary of TGR
Financial, Inc.
December 20, 2012 First National Bank of the Gulf
Coast opens its Creekside Office, a technologically
progressive branch of the Bank.
December 31, 2012 Total assets reach $613 million.
N( EE �, #� / Our net income improved greatly from 2011 to 2012. We
� N� i1 �3 it v'� consider attaining and recurring core profitability in 2012 our
IN THOUSANDS I greatest achievement.
2009
- - - T
5L it;
Packet Page -827-
9/23/2014 13.A.
TGR FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF.OPERATIONS
FOR THE YEARS ENDED AS OF DECEMBER 31
(dollars in thousands) 2012 2011 2010
2009
INTEREST INCOME:
Loans
$13,960
$7,417
$4,374
$415
Investment securities
4,340
4,097
3,945
192
Interest bearing balances due from banks
165
319
239
20
Total interest income
18,465
11,833
8,558
627
INTEREST EXPENSE:
Deposits
2,924
2,406
3,129
159
Repurchase agreements
177
131
33
-
Short term borrowings
6
-
-
-
Long term borrowings
45
-
-
-
Total interest expense
3,152
2,537
3,162
159
Net interest income
15,313
9,296
5,396
468
Provision for loan losses
2,302
2,726
1,764
211
Net interest income after provision for loan losses 13,011
6,570
3,632
257
NON - INTEREST INCOME:
Service charges and fees on deposit accounts
433
317
190
11
Title and closing services revenue
248
229
138
15
Gain on loans held for sale
9
47
85
14
Gain on sale of other real estate owned
10
-
-
-
Gains on sale of securities, net
2,009
607
1,448
-
Bargain purchase gain
724
-
-
-
Other non - interest income
115
78
27
1
3,548
1,278
1,888
41
NON - INTEREST EXPENSE:
Salaries and employee benefits
8,808
6,879
6,297
11259
Occupancy and equipment
2,689
2,560
2,367
390
Professional fees
488
790
348
25
Data processing
495
399
189
28
Advertising, marketing, and business development
296
302
311
57
FDIC and OCC assessments
566
431
402
28
Merger and acquisition related expense
720
1,269
-
-
Reorganization related expense
802
-
-
2,643
Other non - interest expense
1,535
1,151
1,002
167
16,399
13,781
10,916
4,597
Income/(loss) before income taxes
160
(5,933)
(5,396)
(4,299)
Provision for income taxes
Net incomel(loss}
$160
$(5,933)
$(5,396)
$(4,299)
'A bargain purchase gain was recorded in connection with the Royal Palm Bank acquisition. One
time charges for
2012 include costs associated
with the Royal Palm Bank acquisition and holding company reorganization. One time charges for 2011 were related to a branch closing that
included settlement on a long term office lease.
Packet Page -828-
TGR FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands)
ASSETS:
Cash and due from banks
Interest earning balances due from banks
Total cash and cash equivalents
Securities available- for -sale
Federal Reserve Bank stock
Federal Home Loan Bank stock
Loans, net of allowance for loan losses
Premises and equipment, net
Other real estate owned, net
Accrued interest receivable
Goodwill and other intangibles
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Noninterest- bearing demand deposits
Interest- bearing liabilities:
Money market
NOW
Savings
Certificates of deposit $100,000 or more
Certificates of deposit under $100,000
Total deposits
Securities sold under agreements to repurchase
Long term borrowings
Total borrowings
Other liabilities
Total liabilities
STOCKHOLDERS' EQUITY:
Common stock, $1 par value
Preferred stock, $1 par value
Additional paid -in capital
Accumulated deficit
Accumulated other comprehensive income (loss)
Total stockholders' equity
Total liabilities and stockholders' equity
9/23/2014 13.A.
FOR THE YEARS ENDED AS OF DECEMBER 31
2012 2011 2010 2009
$12,735
$9,950
$5,136
$2,565
32,928
45,550
22,960
21,255
45,663
55,500
28,096
23,820
188,636
130,649
140,249
33,207
1,991
1,922
994
1,135
1,448
449
183
76
346,554
181,399
102,681
39,142
18,483
18,544
19,623
18,416
2,685
799
-
-
1,777
1,085
1,097
408
5,283
5,196
5,203
5,210
540
512
1,241
646
$613,060
$396,055
$299,267
$122,060
$49263 $23,151 $17,158 $11,841
146,805
90,649
39,449
38,272
65,858
74, k%
140,289
4,895
63,785
33,218
14,476
6,400
110,263
55,086
20,969
12,231
33,263
14,093
14,449
12,690
469,237
290,553
246,790
86,329
57,206 381580 25,766 -
16,ODD - - -
73,206 38,580 25,766 -
2,875 2,168 561 718
545,318 331,301 273,137 87,047
14,333
14,060
5,310
5,310
127
-
-
-
75,614
74,014
43,037
43,035
(24,274)
(24,434)
(18,501)
(13,105)
1,942
1,114
3,716)
(227)
67,742
64,754
26,130
35,013
$613,060
$396,055
$299,267
$122,060
Packet Page -829-
TGR FINANCIAL, INC. BOARD OF DIRECTORS
Thomas G. Brewer
Christopher C. Casciato
Adam D. Compton
Robert M. Feerick
John J. Guinee
Michael J. Kerschner
Dianne G. Krumsee
James S. Lindsay
Edward J. Mace
Judy R. Miller
9/23/2014 13.A.
Garrett S. Richter
Gary L. Tice
Robert I. Usdan
FIRST NATIONAL BANK OF THE GULF COAST BOARD OF DIRECTORS
Christopher C. Casciato
Adam D. Compton
Edgar E. Davis
Jeffrey D. Davis
Michael J. Kerschner
Edward J. Mace
Donald W. Major
John B. McWilliams
Thomas F. O'Reilly
Calvin J. Pratt
Garrett S. Richter
Joseph C. Smallwood, Jr.
J. Nathan Stout
Gary L. Tice
Timothy S. Weidle
Robert T. Zellers
FIRST NATIONAL BANK OF THE GULF COAST EXECUTIVE MANAGEMENT TEAM
Gary L. Tice
CHAIRMAN & CHIEF EXECUTIVE OFFICER
Garrett S. Richter
PRESIDENT
Robert Reichert
CHIEF ADMINISTRATIVE OFFICER
C.C. Coghill
CHIEF CREDIT OFFICER
Peter Setaro
CHIEF INFORMATION OFFICER
Jody Hudgins
DEPUTY CHIEF CREDIT OFFICER
Brian Keenan
REGIONAL PRESIDENT,
WEST CENTRAL FLORIDA
SHAREHOLDERS' MEETING
Ron Rucker
SENIOR LOAN OFFICER
Ron Orr
CHIEF RISK OFFICER
Please join us for our Annual Shareholders' Meeting
on Monday, May 20, 2013 - 6:00 P.M.
at the Ritz- Carlton Golf Resort
2600 Tiburon Drive, Naples, Florida.
Cocktails and hors d'oeuvres will be served.
Please RSVP by Monday, May 13
Anna Snyder at annasnyder@fnbofgc.com or (239) 325 -3846
Packet Page -830-
9/23/2014 13.A.
TGR
Fli\ANCIAL, INC.
CORPORATE HEADQUARTERS
3560 Kraft Road
Naples, Florida 34105
877 - 763 -0244
FIRST
_. NATIONAL
PINE RIDGE OFFICE
ANCHOR RODE OFFICE
CREEKSIDE OFFICE
MARCO ISLAND OFFICE
3580 Pine Ridge Road
811 Anchor Rode Drive-
1280 Creekside Street #104
690 Bald Eagle Drive
Naples, Florida 34109
Naples, Florida 34103
Naples, Florida 34108
Marco Island, Florida 34145
239 -348 -8000
239 - 649 -6000
239- 593 -5522
239 - 642 -1166
Member 10
FM mm
Packet Page -831-
TGR Financial Inc. and Subsidiary
Financial Report
12.31.2013
Packet Page -832-
9/23/2014 13.A.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2013 and 2012
Independent Auditor's Report
Financial Statements
Consolidated Statements of Financial Condition
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Packet Page -833-
9/23/2014 13.A.
7 -42
M,<Gladrey LLP
0 McGladrey
Independent Auditor's Report
To the Board of Directors and Stockholders
TGR Financial, Inc.
Naples, Florida
9/23/2014 13.A.
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of TGR Financial, Inc. and its subsidiary
which comprise the consolidated statements of financial condition as of December 31, 2013 and 2012, and the
related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for
the years then ended and the related notes to the consolidated financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America; this includes the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We
conducted our audit as of and for the year ended December 31, 2013, in accordance with auditing standards
generally accepted in the United States of America. We conducted our audit as of and for the year ended December
31, 2012, in accordance with standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. These procedures include examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of TGR Financial, Inc. and its subsidiary as of December 31, 2013 and 2012, and the results of
their operations and their cash flows for the years then ended in accordance with accounting principles generally
accepted in the United States of America.
llle-&� z elp
Jacksonville, Florida
March 24, 20I4
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Packet Page -834-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Consolidated Statements of Financial Condition
(dollars in thousands, except per share data)
December 31, 2013
December 31, 2012
Assets:
Cash and due from banks
S 4,979
S 12,735
Interest coming balances due from banks
11,488
32,928
Total cash and cash equivalents
16,467
45,663
Securities available- for -sale
179,592
188,636
Federal Reserve Bank stock
2,219
1,991
Federal Nome Loan Bank stock
2,806
1,448
Loans, net of allowance for loan losses
56,560 and $5,082, respectively
482,759
346,554
Loans held for sale
8,219
-
Premises and equipment, net
20,375
18,483
Other real estate owned, net
656
2,685
Accrued interest receivable
1,756
1,777
Goodwill and other intangibles
5,256
5,283
Bank owned life insurance
10,007
-
Deferred tax asset, net
11,486
-
Other assets
996
540
Total assets
S 742,594
$ 613,060
Liabilities and Stockholders' Equity:
Liabilities:
Noninterest- bearing demand deposits
$ 77,177
$ 49,263
Interest - bearing liabilities:
Money market
149,908
1469805
NOW
94,213
65,858
Savings
52,929
63,785
Certificates of deposit 5100.000 or more
131,201
110,263
Certificates of deposit under $100,000
36,942
33,263
Total deposits
542,370
469,237
Securities sold under agreements to repurchase
76,616
57,206
Short term borrowings
10,000
-
Long term borrowings
36,000
16,000
Total borrowings
122,616
73,206
Other liabilities
4,261
2,875
Total liabilities
669,247
545,318
Stockholders' Equity:
Common stock, $1 par value; 500,000,000 shares authorized,
14,333,620 and 14 ,333,570, issued and outstanding, respectively
14,334
14,333
Preferred stock, Nonvoting Series A Convertible, $1 par value (liquidation
preference $0.01); 7,050,000 shares authorized, 126,573 issued and outstanding
127
127
Additional paid-in capital
75,614
75,614
Accumulated deficit
(13,180)
(24,274)
Accumulated other comprehensive income /(loss), net of tax
(3,548)
1,942
Total stockholders' equity
73,347
67,742
Total liabilities and stockholders' equity
$ 742,594
S 613,060
See Notes to Consolidated Financial Statements.
2
Packet Page -835-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
433
472
248
For the Years Ended December 31,
Consolidated Statements of Operations
(53)
10
(dollars in thousands, except per share data)
2013
2012
Interest income:
-
724
Loans
S 20,249
S 13,960
Investment securities
3,763
4,340
Interest bearing balances due from banks
94
165
Total Interest income
24,106
18,465
Interest expense:
Deposits
2,874
2,924
Customer repurchase agreements
209
177
Other borrowed finds
109
51
Total Interest expense
3,192
3,152
Net interest income
Provision for loan losses
Net Interest income after provision for loan losses
Non - interest income:
Service charges and fees on deposit accounts
Title and closing services revenue
Gaint(loss) on bans held for sole
Gain/(bss) on sale of other real estate owned
Gains on sale of securities, net
Bank owned life insurance
Bargain purchase gain
Other non - interest income
Non - interest expense:
Salaries and employee benefits
Occupancy and equipment
Professional fees
Data processing
Advertising, marketing, and business development
Collection and other real estate owned expense
FDIC and OCC assessments
Merger and acquisition related expense
Reorganization expense
Other non - interest expense
Income before income taxes
Provision/(benefrt) for income taxes
Net income
Basic income per common share
Diluted income per common share
Basic weighted average number of shares outstanding
Diluted weighted average number of shares outstanding
See Notes to Consolidated Financial Statements,
3
Packet Page -836-
20,914 15,313
1,528 2,302
19,386 13,011
654
433
472
248
-
9
(53)
10
584
2,009
7
-
-
724
210
115
1,874 3,548
11,274
8,808
2,912
2,689
545
488
672
495
590
296
293
169
620
566
-
720
-
802
2,014
1,366
18,920
16-399
2,340 160
(8,754) -
S 11,094 S 160
$ 0.77 $ 0.01
S 0.77 S 0.01
14333,570 14,122,150
14,460,143 14,150,854
9/23/2014 13.A.
TGR financial, Inc. and Subsidiary For the Year Ended December 31,
Consolidated Statements of Comprehensive Income (Loss)
(dollars in thousands, except per share data) 2013 2012
Net income
Other comprehensive income /(loss), net of tax:
Unrealized holding gahW(losses) arising during the period
Less: Reclassification adjustment for gains recognized in earnings
Other comprehensive income /(loss), net of tax:
Total comprehensive income
4
Packet Page -837-
$ 11,094 $ 160
(4,906) 2,837
(584) (2,009)
(5,490) 828
S 5,604 $ 988
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
Number of
Outstanding Additional Accumulated Other
(dollars in thousands. Common Stock Common Preferred Paid in Accumulated Comprehenshe
except per share data) Shares Stock Stock Capital Deficit Income (Lass) Total
Balance, December 31, 2011 14,060,143 $14,060 S - $74,014 S (24,434) S 1,114 $64,754
Stock sale:
Pursuant to private placement 273,427 273 127 1,600 2,000
Net income 160 160
Change in net unrealized gain 828 828
(loss) on securities, net of
reclassification and income tax
Balance, December 31, 2012 14„333,570 S14,333 S 127 $75,614 S (24,274) S 1,942 S67,742
Stock sale:
Pursuant to warrant exercise 50 1 1
Net income 11,094 11,094
Change in net unrealized gain
(loss) on securities, net of
reclassification and income tax (5,490) (5,490)
Balance, December 31, 2013 14,333,620 $14,334 S 127 575,614 S (13,180) S (3,548) $73,347
See Notes to Consolidated Financial Statements.
5
Packet Page -838-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
For the Years Ended Dc ccmber31,
Consolidated Statements of Cash Flows
(dollars in thousands)
2013
2012
Cash Flows From Operating Activities
Net income
S
11,094
S
160
Adjustments to reconcile net income /(loss) to net cash provided by operating activities:
Provision for loan losses
1,528
2,302
Premium amortization and discount accretion on securities, net
1,665
1,537
Depreciation and amortization of premises and equipment
1,239
1,134
Amortization of net deferred loan costs
497
443
Origination of loans held for sale
-
(4,193)
Proceeds from sales of bans held for sal
-
4,439
(Gain) /loss on sales of loans held for sale
-
(9)
(Gain) /loss on sales of other real estate owned
53
(10)
Gain on sales of securities available for sale
(584)
(2,009)
Deferred income tax (benefit) /expense
(8,848)
-
Increase in bank owned life insurance cash surrender value
(7)
-
Amortization of purchase accounting adjustments
(3,365)
(768)
Amortization of other intangibles
27
15
Bargain purchase gain recorded with Royal Patin acquisition
-
(724)
Net change in:
Accrued interest receivable
21
(692)
Other assets
(954)
216
Other liabilities
1,386
546
Net cash provided by operating activities
3,752
2,387
Cash Flows From Investing Activities
Cash and equivalents received in Royal Palm acquisition(net of gain, including FDIC)
-
34,816
Purchase of premises and equipment
(3,131)
(1,074)
Purchase of Federal Home Loan and Federal Reserve Bank stock
(3,341)
(1,008)
Redemption of Federal Home Loan and Federal Reserve Bank stock
1,755
93
Purchase of bank owned life insurance
(10,000)
-
Purchase of securities available for sale
(66,419)
(171,924)
Proceeds from maturities, calls and principal repayments
of securities available for sale
19,860
35,358
Proceeds from the sale of securities available for sal:
46,892
81,639
Proceeds from the sale of other real estate
2,032
1,184
Originations and principal collections on bars, net
(143,195)
(128,850)
Net cash used in investing activities
(155,547)
(149,766)
Cash Flows From Financing Activities
Net increase in deposits
73,188
100,916
Net increase in securities sold under agreements to repurchase
19,410
18,626
Net increase in short term borrowings
10,000
-
Net increase in long term borrowings
20,000
16,000
Net proceeds from exercise of warrants
1
-
Net proceeds from private placement sale of stock
-
2,000
Net cash provided by financing activities
122,599
137,542
Net decrease in cash and cash equivalents
(29,196)
(9,837)
Cash and cash equivalents:
Beginning of period
45,663
55,500
End of period
$
16,467
S
45,663
Supplemental Disclosures of Cash Flow Information
Cash: Cash payments for interest
$
3,299
S
2,803
Non -cash: Loans transferred to held for sale
$
8,219
$
-
Non- cash: Loans transferred to other real estate owned
S
56
S
313
See Notes to Consolidated Financial Statements.
6
Packet Page -839-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 1, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Description of business: TGR Financial, Inc. (the "Company ") is a Florida corporation organized in November 2011
at the direction of the Board of Directors of First National Bank of the Gulf Coast (the "Bank ") solely for the
purpose of becoming a holding company for the Bank Prior to September 25, 2012, the Company had no operating
history and no business purpose other than to become a bank holding company. Effective September 25, 2012 (the
"Effective Date "), the Company and the Bank completed a Merger, as more fully described in the Company's
registration statement on Form S-4, filed with the Securities and Exchange Commission (the "SEC ") under the
Securities Act of 1933, as amended, on June 26, 2012, and amended on Form S-4 /A, filed with the SEC on August
3, 2012, (SEC Registration No. 333 - 182414). At the Effective Date, each issued and outstanding share of the
Bank's common stock was converted solely into the right to receive one (1) share of the Company's common stock,
pursuant to the terms of a Reorganization Agreement and Plan of Share Exchange, dated June 26, 2012, entered into
between the Company and the Bank. All outstanding Bank warrants or options on the Effective Date were converted
into Company warrants and options on a one - for -one basis. Upon completion of the Merger, the Bank became a
wholly owned subsidiary of the Company.
The Bank commenced operations on October 23, 2009, as a federally chartered commercial bank in the State of
Florida. Effective October 23, 2009 the Bank, formerly known as Panther Community Bank, N.A.
( "Panther ") acquired First National Bank of the Gulf Coast (in organization) ( "First National "); immediately
thereafter Panther changed its name to First National Bank of the Gulf Coast. The acquisition was accounted for as
a reverse acquisition. During its period of organization, First National incurred organizational, start -up and pre -
opening costs of approximately $8.8 million.
On July 20, 2012, the Florida Office of Financial Regulation closed The Royal Palm Bank of Florida, ( "Royal "),
Naples, Florida, and appointed the Federal Deposit Insurance Corporation (the "FDIC ") as receiver.
Simultaneously, the Bank assumed approximately $77 million of Royal's deposits and acquired approximately $78
million in assets from the FDIC under a whole -bank purchase and assumption agreement without loss sharing
agreement. The Bank did not pay the FDIC a premium to assume the deposits, and the assets were acquired at a
discount to Royal's historical book value as of July 20, 2012 of approximately $19.3 million, subject to customary
adjustments.
The Bank provides a full range of banking services to individual and corporate customers from its branch locations
in Southwest Florida. All of the Bank's activities relate to community banking and accordingly, the Bank has a
single reportable segment.
Basis of presentation: The consolidated financial statements present the years ended December 3I, 2013 and 2012.
The financial statements include the accounts of TGR Financial, Inc. and its wholly owned subsidiary, First National
Bank of the Gulf Coast and its wholly -owned subsidiary, First National Title and Closing Services, Inc. ( "First
National Title "), an entity formed to issue third -party title insurance and provide loan closing services. First
National Title has not had significant operations or activity to date. Significant intercompany balances and
transactions have been eliminated in consolidation. The accounting and reporting policies of the Bank conform to
accounting policies generally accepted in the United States of America and general practices within the financial
services industry.
Use of estimates: In preparing the financial statements, management is required to make estimates and assumptions
which significantly affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant estimates that are particularly
susceptible to change in the near term include the allowance for loan losses, the valuation of loans acquired with
credit deterioration, impairment of goodwill and intangibles, deferred tax asset and the fair values of financial
instruments.
Cash and cash equivalents: Cash and cash equivalents includes cash on hand and amounts due from banks,
including cash items in process of clearing, interest eaming balances due from banks and federal funds sold. The
Bank may be required to maintain reserve balances with the Federal Reserve Batik. The reserve balances required at
Packet Page -840-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
December 31, 2013 and 2012, were $0 and $0 million, respectively. Cash flows from loans and deposits are
reported net.
Securities available for sale: The Bank invests in debt securities. Management determines the appropriate
classification of securities at the time of acquisition and evaluates the appropriateness of the classification at each
balance sheet date. The Bank does not engage in securities trading activities and accordingly no securities are
classified as trading securities. Securities available for sale consist of debt securities not classified as held to
maturity or trading and are carried at fair value. Unrealized holding gains and losses on securities available for sale
are excluded from earnings and reported as a separate component of accumulated other comprehensive income, net
of tax.
The amortization of premiums and accretion of discounts, computed by the interest method over the contractual
lives of the related securities, are recognized in interest income. Realized gains and losses on the sale of securities
are recorded in earnings on the trade date and are determined on the specific identification basis.
On a quarterly basis, we evaluate our investment portfolio for other- than - temporary- impairment ( "OTT[") in
accordance with ASC 320, "Investments — Debt and Equity Securities." An investment security is considered
impaired if the fair value of the security is less than its cost or amortized cost basis. When impairment of an equity
security is considered to be other - than - temporary, the security is written down to its fair value and an impairment
loss is recorded in earnings. When impairment of a debt security is considered to be other- than- temporary, the
security is written down to its fair value. The amount of OTTI recorded as a loss in earnings depends on whether we
intend to sell the debt security and whether it is more likely than not that we will be required to sell the security
before recovery of its amortized cost basis. If we intend to sell the debt security or more likely than not will be
required to sell the security before recovery of its amortized cost basis, the entire difference between the security's
amortized cost basis and its fair value is recorded as an impairment loss in earnings. if we do not intend to sell the
debt security and it is not more likely than not that we will be required to sell the security before recovery of its
amortized cost basis, OTTI is separated into the amount representing credit loss and the amount related to all other
market factors. The amount related to credit loss is recognized in earnings. The amount related to other market
factors is recognized in other comprehensive income, net of applicable taxes.
The amount of OTTI recorded in carvings as a credit loss is dependent upon management's estimate of discounted
future cash flows expected from the investment security. The difference between the expected cash flows and the
amortized cost basis of the security is considered to be credit loss. The remaining difference between the fair value
and the amortized cost basis of the security is considered to be related to all other market factors. Our estirnatc of
discounted future cash flows incorporates a number of assumptions based on both qualitative and quantitative
factors. Performance indicators of the security's underlying assets, including credit ratings and current and projected
default and deferral rates, as well as the credit quality and capital ratios of the issuing institutions are considered in
the analysis. Changes in these assumptions could impact the amount of OTTI recognized as a credit loss in earnings.
Federal home Loan Bank and Federal Reserve Bank stock: The Bank, as a member of the Federal Home Loan
Bank ( "FHLB ") of Atlanta system and of the Federal Reserve Bank, is required to maintain an investment in capital
stock of the FHLB and the Federal Reserve Bank. FHLB and Federal Reserve Bank stock are carried at cost. No
ready market exists for this stock and it has no quoted market value. Management evaluates FHLB and Federal
Reserve Bank stock for impairment based on the ultimate recoverability of its cost basis. No other than temporary
write downs were recorded on these securities.
Loans: Loans originated during the period arc stated at the amount of unpaid principal, reduced by deferred loan
origination fees, net of direct loan origination costs, and an allowance for loan losses.
Interest on loans is recognized over the terms of the loans and is calculated using the simple - intcrest method on
principal amounts outstanding. The accrual of interest on loans is generally discontinued when a loan is greater than
90 days past due or when, in the opinion of management, full repayment of principal and interest is in doubt. Past
due status is based on contractual terms of the loans. Interest accrued but uncollected for loans placed on nonaccrual
status is reversed against interest income. Interest on these loans is accounted for on the cash or cost - recovery basis
until the loans qualify for return to accrual status. Accrual of interest is generally resumed when the customer is
current on all principal and interest payments and collectability of the loan is no longer in doubt.
Packet Page -841-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Loans are considered impaired when, based on current information and events, it is probable the Bank will be unable
to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement.
Impairment is measured on a loan -by -loan basis by either the present value of expected future cash flows discounted
at the loan's effective interest rate, the loan's observable market price or the fair value of the collateral if the loan is
collateral dependent. Large groups of smaller balance homogenous loans such as consumer and residential
mortgage loans may be collectively evaluated for impairment.
Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount is
amortized, using the effective interest method, as an adjustment of the related loan's yield over the contractual life
of the loans. Commitment fees that are based upon a percentage of a customer's unused line of credit and fees
related to standby letters of credit are recognized over the commitment period, using the straight -line method.
A loan is classified as a troubled debt restructured loan when a borrower is experiencing financial difficulties that
lead to a restructuring and the Bank grants a concession it would not otherwise consider. Concessions may include
rate reductions, extensions of maturities or other potential actions intended to minimize potential losses.
Troubled debt restructurings, by definition, are impaired loans. As such, they arc measured on a loan -by -loan basis
(or in pools of similar characteristics) by either the present value of expected future cash flows discounted at the
loan's original contractual interest rate, the loan's observable market price or the fair value of the collateral if the
loan is collateral dependent.
Loans held for sale: Loans held for sale include residential real estate mortgages that were originated in accordance
with secondary market pricing and underwriting standards and are stated at the lower of cost or fair value
determined on an aggregate basis. Gains and losses on loan sales are recorded in non - interest income. The Bank
does not retain servicing responsibility on loans sold. The Bank may also classify other types of loans as held for
sale on an exception basis under certain circumstances. In those instances, those loans will be recorded at the lower
of cost or fair value.
Transfers of financial assets: Transfers of financial assets are accounted for as sales when control over the assets has
been surrendered. Control over transferred assets is deemed to be surrendered when: (1) the assets have been
isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage
of that right) to pledge or exchange the transferred assets, and no condition both constrains the transferee from
taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the transferor, and
(3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them
before their maturity or the ability to unilaterally cause the holder to return specific assets.
Allowance for loan losses: The allowance for loan losses is maintained at a level considered adequate to absorb
losses relating to specifically identified loans as well as probable credit losses inherent in the balance of the loan
portfolio. The allowance is established by a provision charged to operations. Loans arc charged against the
allowance when management believes that collcctability of the principal is unlikely. Subsequent recoveries, if any,
are credited to the allowance. The Bank performs on -going credit reviews of individual non - homogeneous loans in
the portfolio considering current economic conditions, borrower's payment history, developments in the Florida real
estate market, historical loan loss experience, industry loan loss experience, specific problem loans, growth and
composition of the loan portfolio, adverse situations that may affect borrowers' ability to repay, the estimated value
of underlying collateral, financial strength of guarantors, and other factors in determining the adequacy of the
allowance. A loan is considered impaired if it is probable that the Bank will be unable to collect all amounts due
according to the contractual loan agreement. A specific reserve may initially be established for each loan based
upon impairment analyses when it is the Bank's expectation principal will be collected. While management uses the
best information available to make its evaluation, the evaluation is inherently subjective and future adjustments to
the allowance may be necessary.
The allowance consists of specific and general components. Specific reserves may be established for loans that
management has determined to be impaired. The general component is determined by major loan category based on
historical loss experience adjusted for the aforementioned qualitative factors and in certain cases, peer data.
Packet Page -842-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The Bank has developed policies and procedures for evaluating the overall quality of the credit portfolio and the
timely identification of loans that may pose a risk of loss. Additions to the allowance for loan losses, which are
expensed as the provision for loan losses on the statement of operations, are made periodically to maintain the
allowance at an appropriate level to absorb losses incurred in our portfolio based on management's analysis of
collectability. Any loan losses and recoveries would be charged or credited directly to the allowance. The Bank
maintains a component of the allowance for three categories of real estate secured loans in our portfolio — residential
(first mortgage, second mortgage and home equity lines of credit), commercial real estate loans and
construction/other real estate loans, and two other categories, commercial and industrial, and consumer loans. The
Bank uses a loan loss reserve model that incorporates Ioan risk rating, peer group default data, and historical loss
experience. As the Bank matures and develops meaningful historical data, priority and weighting will shift away
from peer data toward predominately historical default rates.
Under the Bank's loan risk rating system, each loan is risk rated between one and nine by the originating loan
officer, credit management, and loan review or loan committee. Loans rated one represent those loans least likely to
default and a loan rated nine represents a loss. Estimated loan default factors are multiplied by individual loan
balances for each loan type to determine an appropriate level of allowance by loan type. This approach is applied to
all components of the loan portfolio.
The general allowance for loan losses also includes estimated losses resulting from macroeconomic factors and
adjustments to account for imprecision of our loan loss model. Macroeconomic factors adjust the allowance for loan
losses upward or downward based on the current point in the economic cycle and are applied to the loan loss model
through a separate allowance element for the commercial, commercial real estate, and residential real estate loan
components. To determine the Bank's macroeconomic factors, the Bank uses specific economic data that has a
statistical correlation with loan losses. The Bank reviews this data quarterly to determine that such a correlation
continues to exist. Additionally, the macroeconomic factors are reviewed quarterly in order to conclude they are
appropriate based on current economic conditions. Other qualitative factors considered include, but arc not limited
to: recent loan loss trends, changes in portfolio composition, concentrations of credit, changes in the Bank's risk
profile, current interest rates and local economic conditions and trends. Based on present information, the Bank
considers the allowance for loan losses to be appropriate. Our judgment about the appropriateness of the allowance
is based on a number of assumptions about future events which the Bank believes to be reasonable, but which may
or may not prove to be accurate. There can be no assurance that charge -offs in future periods will not exceed the
allowance for loans losses or that additional increases in the allowance for loan losses will not be required.
Loans acquired through transfer or business combination: Loans acquired in business combinations with evidence
of credit deterioration since origination and for which it is probable that all contractually required payments will not
be collected arc considered to be credit impaired. Acquired credit - impaired loans arc accounted for under the
accounting guidance for loans and debt securities acquired with deteriorated credit quality, in accordance with ASC
310 -30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality' ( "ASC 310 -30 ") and initially
measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the
loans. Increases in expected cash flows to be collected on these loans are recognized as an adjustment of the loan's
yield over its remaining life, while decreases in expected cash flows are recognized as impairment. Loans acquired
through business combinations that do not meet the specific criteria of ASC 310 -30, but for which a discount is
attributable, at least in part, to credit quality, are also accounted for under this guidance. As a result, related
discounts are recognized subsequently through accretion based on the expected cash flow of the acquired loans.
Premises and equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is
computed using the straight -line method over the following estimated useful lives:
Years
Building
39.5
Leasehold improvements
10-10.6
Furniture, fixtures and office equipment
5- 10
Computer equipment
3 - 5
Automobiles
3
10
Packet Page -843-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
]Votes to Consolidated Financial Statements
Leasehold improvements are depreciated over the shorter of their estimated useful lives or the lease terms. The
Bank establishes salvage values equal to 25% of the original cost on automobiles.
Other real estate owned: Real estate properties acquired through or in lieu of foreclosure are initially recorded at fair
value less estimated selling cost at the date of foreclosure establishing a new costs basis. Fair value is determined by
management by obtaining appraisals or other market value information at least annually. Any write -downs in value
at the date of acquisition are charged to the allowance for loan losses. After foreclosure, valuations are periodically
performed by management by obtaining updated appraisals or other market information. Any subsequent write-
downs are recorded as a charge to operations, if necessary to reduce the carrying value of a property to the updated
fair value less estimated selling cost. Net costs related to the holding of properties are included in noninterest
expense.
Goodwill and other intangible assets: Goodwill and indefinite lived intangibles recognized in business combination
transactions are not amortized, but are evaluated at least annually for impairment. Other intangible assets with finite
lives are amortized over their expected useful lives using the straight line method and are evaluated for impairment
when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
Impairment exists when the carrying value of goodwill exceeds its fair value, which is determined through a two -
step impairment test. The first step includes the determination of the carrying value of the Bank's single reporting
unit, including the existing goodwill and intangible assets, and estimating the fair value of the reporting unit. The
Bank's annual impairment analysis as of December 31, 2013, indicated that the fair value of the reporting unit
exceeded its carrying amount. Consequently, the second step to the impairment test was not necessary.
Income taxes: The Company files a consolidated federal tax return. Deferred taxes are determined using the asset
and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
losses or tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the bases of assets and liabilities for income tax and financial
reporting purposes. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. Deferred tax assets are reduced by a valuation allowance when management determines that
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Changes in the
valuation allowance are included in the Company's tax position within the period of change. In determining
whether a valuation is warranted, the Bank evaluates factors such as expected future earnings and tax strategies.
Tax benefits are recognized if it is more likely than not, based on the technical merits, that the tax position will be
realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent;
the terms examined and upon examination also include resolution of the related appeals or litigation processes, if
any. A tax position that meets the more - likely- than -not recognition threshold is initially and subsequently measured
as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement
with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a
tax position has met the mare - likely -than -not recognition threshold considers the facts, circumstances, and
information available at the reporting date and is subject to management's judgment. Interest and penalties on
income taxes are recognized as a component of income tax expense.
Share -based compensation: The compensation cost relating to share -based payment transactions, based on the fair
value of the equity or liability instruments issued, is recognized in the financial statements as compensation expense.
The cost of employee services received in exchange for stock options is measured based on the grant -date fair value
of the awards, and is recognized over the period the employee is required to provide services for the award. The
Bank estimates the fair value of stock options using a lattice model.
Bank owned life insurance: The Bank has life insurance policies on certain key executives. Bank -owned life
insurance (`SOLI') is recorded at the amount that can be realized under the insurance contract at the balance sheet
date, which is the cash surrender value adjusted for other charges or other amounts likely due at settlement.
Fair value measurements: Fair value is defined as an exit price, representing the amount that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, unadjusted for transaction costs.
Packet Page -844-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Disclosure of fair value measurements is based on a three -level valuation hierarchy. Fair value is used on a
recurring basis for assets and liabilities that are elected to be accounted at fair value as well as for assets and
liabilities in which fair value is the primary basis of accounting such as for securities available for sale. Fair value is
used on a non - recurring basis to evaluate assets and liabilities for impairment or for disclosure purposes. The
valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. The three levels are defined as follows:
Level I — inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in
active markets that are accessible at the measurement date.
Level II — inputs to the valuation methodology include quoted prices in markets that are not active or quoted
prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.
Level III — inputs to the valuation methodology are unobservable, reflecting the entity's own assumptions about
assumptions market participants would use in pricing the asset or liability.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. Depending on the nature of the asset or liability, the Bank uses a variety
of valuation techniques when estimating fair value. See Note 15 for further disclosure about fair value
measurements.
Income/ loss er share: Basic income /(loss) per share represents net income/(loss) divided by the weighted average
number of common shares outstanding during the period. The calculation of diluted earnings per share reflects
additional, potential common shares that would have been outstanding if dilutive potential common shares had been
issued, as well as any adjustment to earnings that would result from the assumed issuance, using the treasury stock
method. Potentially dilutive common shares that may be issued by the Bank include convertible preferred stock and
outstanding stock options and warrants.
Comprehensive income: Comprehensive income consists of net income and other comprehensive income. Other
comprehensive income consists of the net change in unrealized gains and losses on the Company's securities
available for sale, including the noncredit- related portion of unrealized gains (losses) of other than temporarily
impaired securities, and the effective portion of the change in fair value of derivative instruments.
Recent accounting pronouncements: In February 2013, the FASB issued ASU No. 2013 -02, "Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive ". This guidance is the culmination of the FASB's
deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The
amendments in ASU 2013 -02 do not change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its
entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not
required to be reclassified in their entirety to net income must be cross - referenced to other disclosures that provide
additional detail. This standard was effective prospectively for nonpublic entities for annual and interim reporting
periods beginning after December 15, 2012. The Company adopted this standard early, which was permitted. The
impact on the Company's disclosures was not material.
In July 2013, the FASB issued ASU No. 2013 -11, 'Income Tares: Presentation of an Unrecognized Tar Benefit
When a Net Operating Loss Carryforward, a Similar Tar Loss, or a Tar Credit Cartyforward Exists ". The update
is expected to reduce the diversity in the accounting practice with respect to the presentation of unrecognized tax
benefits when net operating loss or credit carryforwards arc present. The provisions of this update require the
separate presentation of tax benefits related to net operating loss carryforwards and credit carryforwards apart from
other deferred tax assets. For nonpublic companies, the amendments of the update become effective for fiscal years,
and interim periods within those years, beginning subsequent to December 15, 2014. Early adoption is permitted.
The Company expects that the only impact of the update will be for the Company to provide additional disclosure
surrounding its recorded net operating loss and credit carryforwards.
12
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
In January 2014, the FASB issued ASU 2014 -04, "Receivables— Troubled Debt Restructurings by Creditors
(Sublopic 310 -40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon
Foreclosure, a consensus of the FASB Emerging Issues Task Force. " ASU 2014 -04 clarifies that an in- substance
foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate
property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential
real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real
estate property to the creditor to satisfy the loan through completion of a deed in lieu of foreclosure or similar legal
agreement. ASU 2014 -04 also requires disclosure of both the amount of foreclosed residential real estate property
held by the creditor and the recorded investment in loans collateralized by residential real estate property that are in
the process of foreclosure. ASU 2014 -04 is effective for nonpublic companies for interim and annual periods
beginning after December 15, 2015, with early adoption permitted. Once adopted, an entity can elect either (i) a
modified retrospective transition method or (ii) a prospective transition method. The modified retrospective
transition method is applied by means of a cumulative - effect adjustment to residential mortgage loans and
foreclosed residential real estate properties existing as of the beginning of the period for which the amendments of
ASU 2014 -04 arc effective, with real estate reclassified to loans measured at the carrying value of the real estate at
the date of adoption and loans reclassified to real estate measured at the lower of net carrying value of the loan or
the fair value of the real estate less costs to sell at the date of adoption. The prospective transition method is applied
by means of applying the amendments of ASU 2014 -04 to all instances of receiving physical possession of
residential real estate properties that occur after the date of adoption. The Company is evaluating the impact that the
adoption of ASU 2014 -04 will have on the Company's consolidated financial condition and results of operations.
Reclassifications; Certain prior period amounts have been reclassified to conform to current period
presentation. These reclassifications did not result in any changes to previously reported net income or
stockholders' equity.
Subsequent Events: On October 8, 2013, the Company and the Bank entered into an Agreement and Plan of Merger
(the "Merger "), as amended on December 16, 2013, with Shamrock Bank of Florida ( "Shamrock "). The Merger
provides that all outstanding Shamrock common stock will be converted into the right to receive common stock of
the Company, at a conversion rate of .590 Company shares for each Shamrock share outstanding, plus a contingent
right to receive additional shares of the Company upon the occurrence of certain events. The contingent payment
rights entitle holders to additional shares upon the occurrence of any of the following events (subject to conditions
further described in the Merger agreement) after the Merger closes: (a) the receipt of monies (net of related taxes
and expense) related to a pending insurance claim; or (b) the receipt of monies related to pending litigation
involving a title insurance dispute; or (c) the final determination by TGR of the recognizable amount, if any, of
Shamrock's deferred tax asset, not to exceed the maximum amount of $1,313,000. The contingent payment rights
shall automatically terminate on the date marking the one year anniversary of the closing date of the Merger. As of
February 28, 2014, Shamrock had approximately $91 million in assets, $56 million in loans and $79 million in
deposits. The Office of the Comptroller of the Currency approved the Merger on January 6, 2014. The Merger was
approved by a majority vote of Shamrock shareholders on February 18, 2014. The Merger closed on March 14,
2014 with the issuance to Shamrock shareholders of a right to receive 1,242,244 shares. The value, before
contingent consideration, assigned to the transaction was approximately $6.5 million.
13
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 2. SECURITIES
The amortized cost and fair value of securities available for sale at December 31, 2013 and 2012, respectively, are
summarized as follows (dollars in thousands).
Gross Gross
Amortized Unrealized Unrealized Estimated
December 31, 2013: Cost Gains Losses Fair Value
Securities Available for Sale
U.S. Government agencies and
government sponsored entities
Agency mortgage backed securities
Agency collateralized mortgage obligations
State, county and municipal
Corporate bonds
Total
De cc mbe r 31, 2012:
Securities Available for Sale
U.S. Government agencies and
$ 66,791 S
444 $
327 S
66,908
47,027
2
1,320
45,709
3,833
39
31
3,841
53,192
19
4,394
48,817
14,437
18
138
14,317
$ 185,280 $
522 $
6,210 $
179,592
government sponsored entities $ 78,365 S 1,081 S 19 S 79,427
Agency mortgage backed securities 42,492 740 - 43,232
Agency collateralized mortgage obligations 9,065 96 - 9,161
State, county and municipal 52,467 425 448 52,444
Corporate bonds 4,305 67 - 4,372
Total $ 186,694 S 2.409 $ 467 S 188,636
Information pertaining to securities available for sale with gross unrealized losses at December 31, 2013 and 2012,
respectively, aggregated by investment category and length of time that individual securities have been in a
continuous loss position, follows (dollars in thousands). Corporate bond investments are substantially from the
financial services sector.
December 31, 2013:
U.S. Government agencies and
government sponsored entities
Agency mortgage backed securities
Agency collateralized mortgage obligations
State, county and municipal
Corporate bonds
December 31, 2012:
U.S. Government agencies and
govemment sponsored entities
State, county and municipal
Less than Twelve
Months
Gross
Unrealized
Losses Fair Value
$ 316
$ 24,778
1,320
42,091
31
1,598
2,980
35,651
138
9,351
S 4,785
$ 113,469
Over Twelve Months
Gross
Unrealized
Losses Fair Value
$ 11 $ 1,675
1,414 10,710
S 1,425 S 12,385
$ 19 S 6,193 S
448 27,786 _
$ 467 S 33,979 $
14
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S
- S
Total
Gross
Unrealized
Losses Fair Value
$ 327 S
26,453
1,320
42,091
31
1,598
4,394
46,361
138
9,351
S 6,2I0 $
125,854
- S 19 $ 6,193
- 448 27,786
$ 467 $ 33,979
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
As of December 31, 2013, a total of 82 investment securities were in unrealized loss positions. The unrealized
losses resulted from fair values falling below book values due to higher levels of market interest rates on the
measurement date. The fair value of fixed rate investment securities is inversely proportional to interest rates, i.e.,
rising market rates of interest cause reductions in the fair values assigned to investment securities. Pursuant to the
Bank's Other Than Temporary Assessment ( "OTTI") Policy, management performed several OTTI assessments,
however no OTTI was concluded. The reason for this determination is primarily because the Bank does not intend
to sell, nor is the Bank more likely than not to be required to sell these securities. Unrealized losses, by security
type, as of December 31, 2013, are further described below:
As of December 31, 2013, 21 U.S. government agency securities were in unrealized loss positions. One bond was
issued by the Federal Farm Credit Bank and had remained in a loss position for eight months. The remaining 20
bonds were issued by the Small Business Administration ( "SBA "). One of these bonds had remained in a loss
position for 18 consecutive months, triggering an OTTI assessment. The bond credit rating is implicit AAA. The
bond's small unrealized loss of only - 0.67 %, combined with the fact the issuer has not defaulted and carried the
unconditional full faith and credit guarantee of the U.S. Government, led management to conclude that the
unrealized loss within this security was not other- than - temporary. Since the remaining SBA bonds were AAA rated
and no bond had remained in a loss position longer than 10 consecutive months, management concluded that the
unrealized losses within the agency securities were not other - than - temporary.
As of December 31, 2013, 17 mortgage - backed securities were in unrealized loss positions. The longest any of
these bonds had remained in a loss position was 11 months. Management concluded that the unrealized losses
within the MBS securities were not other - than - temporary.
One collateralized mortgage obligation bond issued by the Federal Home Loan Mortgage Corporation ( "FHLMC ")
had remained in a loss position for only two months. Management concluded that the unrealized loss within this
fixed rate CMO was not other- than - temporary.
As of December 31, 2013, six corporate bonds were in unrealized loss positions. The longest any of these bonds had
remained in a loss position was 10 months. Management concluded that the unrealized losses within the corporate
bond portfolio were not other- than - temporary.
As of December 31, 2013, 37 taxable municipal bonds were in unrealized loss positions, and seven of these bonds
had remained in unrealized loss positions for 12 months or longer. Management performed OTTI assessments on 10
municipal bonds, concluding that the unrealized losses within the taxable municipal securities were not other -than-
temporary. Management employed multiple techniques to assess the underlying credit quality of the bonds in the
municipal portfolio. Pre - purchase, the bonds were analyzed geographically to avoid regions of the country which
concern management, e.g., California. Post - purchase, management checks credit ratings by issue to detect
downgrades. Next, management reviews the most recent financial statements of each municipal issue. Finally, the
Credit department performs an annual review of the demographics of each state or municipality to reveal negative
trends. These assessments revealed no credit quality concerns.
The amortized cost and fair value of securities at December 31, 2013 by contractual maturities are shown below
(dollars in thousands).
Securities Available ror Sale
December 31, 2013: Amortized Cost Fair Value
Due within one year $ 1,298 S 1,302
Due after one year through five years 47,638 47,543
Due after five years through ten years 88,117 85,328
Due over ten years 48,227 45,419
Total S 185,280 S 179,592
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
During the twelve months ended December 31, 2013, the Bank sold securities with gross gains of $665,000 and
three securities with gross losses of $81,000. During the year ended December 31, 2012, the Bank sold securities
with gross gains of $2.3 million and gross losses of $266,000.
At December 31, 2013 and December 31, 2012, respectively, securities with a carrying value of $53.4 million and
$54.4 million were pledged to the State of Florida as collateral for deposits of public entities.
At December 31, 2013 and December 31, 2012, respectively, securities with a carving value of $75.3 million and
$58.9 million were pledged as collateral for customer repurchase agreements.
NOTE 3. LOANS, ALLOWANCE AND ASSET QUALITY
The composition of net loans is as follows at December 31, 2013 and 2012, respectively (dollars in thousands).
Residential single and multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer installment loans
Less allowance for loan losses
Net loans
Loan Origination /Risk Management
For the Years Ended December 31,
2013 2012
$ 206,131 42% $ 134,230 38%
209,559 43% 159,396 45%
40 ,399 80/0 27,486 8%
22.459 5% 18,045 5%
10,771 20/9 12,479 4%
489319 1000/0 351,636 100%
(6,560)
$ 482.759
(5.082)
$ 346.554
The Bank has certain lending policies and procedures in place that are designed to maximize loan income within an
acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A
reporting system supplements the review process by providing management with frequent reports related to loan
production, loan quality, concentrations of credit, loan delinquencies and non - performing and potential problem
loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic
conditions. Management evaluates credit risk on the following portfolio segments:
Residential Single and Multifamily Loans (including Home Equity Lines of Credit): The Bank originates fixed and
adjustable rate residential real estate loans secured by one to four family and, on a very limited basis, multifamily
dwellings. First mortgage loan terms range from five to thirty years. In deciding whether to make a residential real
estate loan, the Bank considers the qualifications of the borrower as well as the value of the underlying property.
Commercial Real Estate Loans: The Bank's goal is to originate and maintain a high quality portfolio of commercial
real estate loans with customers who meet the quality and relationship profitability objectives of the Bank.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and
industrial loans. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely
dependent on the successful operation of the underlying property. The Bank also looks to the sale of the underlying
collateral as a means of secondary repayment. Loan performance may be adversely affected by factors impacting
the general economy or conditions specific to the real estate market such as geographic location and/or property
type.
Commercial and Industrial Loans: Commercial credit is extended primarily to middle market customers. Such
credits typically comprise working capital loans, loans for physical asset expansion, asset acquisition loans and other
business loans. Loans to closely held businesses will generally be guaranteed in full or for a substantial amount by
the businesses' majority owners. Commercial loans are made based primarily on the historical and projected cash
16
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of
borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to
economic or individual performance factors. Minimum standards and underwriting guidelines have been established
for all commercial loan types.
Construction Loans: The Bank defines construction loans as loans where the loan proceeds are controlled by the
Bank and used exclusively for the improvement of residential or commercial real estate in which the Bank holds a
mortgage. These loans generally must be supported by an adequate "as completed" value of the underlying project.
In addition to the underlying project, the financial history of the borrower weighs significantly in determining
approval. The repayment of these loans is typically through permanent financing upon completion of the
construction. Real estate construction loans are inherently more risky than loans on completed properties due to the
unimproved nature and the financial risks of construction. Due to the inherent risk in this type of loan, they are
subject to industry specific policy guidelines outlined in the Bank's Loan Policy and are monitored closely.
Consumer Installment Loans: The Bank originates consumer loans mostly comprised of automobile and light duty
truck loans, lot loans and personal lines of credit, secured and unsecured. Each loan type has a separate
underwriting matrix including but not limited to debt to income ratio, term requirements, type of collateral and loan
to collateral value, credit history and relationship with the borrower.
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Allowance For Loan Losses
The following table illustrates certain information with respect to our allowance for loan losses and the composition
of charge -offs and recoveries for the years ended December 31, 2013 and 2012, respectively, (dollars in thousands).
Residential
Single & Commercial Construction Commercial Consumer
Multifamily Real Estate Loans and Industrial and Other Total
The Bank's activity in the allowance forloan losses is summarized below forthe yearended 12/31/13:
Allowance For Loan Losses
Originated Loans:
Beginning Balance
Provision
Charge Offs
Recoveries
Ending Balance Originated Loans:
Acquired Loans:
Beginning balance
Provision
Charge Offs
Recoveries
Ending Balance Acquired Loans
$ 828 $ 1,515 S 789 S 318 S 162 $ 3,612
414 1,070 (246) 384 (12) 1,610
- - - - 39 39
25 25
$ 1,242 $ 2,585 $ 543 $ 702 $ 136 $ 5,208
307 1,081 36 44 2 1,470
59 (186) 10 36 (1) (82)
- - - 36 - 36
$ 366 S 895 S 46 S 44 $ 1 $ 1,352
Ending Balance Total Allowance: $ 1,608 S 3,480 $ 589 $ 746 $ 137 $ 6.560
The Bank's activity in the allowance for loan losses is summarized below for the year ended 12/31/12:
Allowance For Loan Losses
Originated Loans:
Beginning Balance $ 398 S 485 S 604 S 221 $ 135 S 1,843
Provision 430 1,030 185 97 87 1,829
Charge Offs - - - - 109 109
Recoveries - - - 49 49
Ending Balance Originated Loans: S 828 S 1,515 5 789 S 318 S 162 S 3,612
Acquired Loans:
Beginning balance
219
922
43
23 7
1,214
Provision
166
161
110
21 15
473
Charge Offs
100
2
117
- 20
239
Recoveries
22
-
-
- -
22
Ending Balance Acquired Loans: S
307 S
1,081 $
36 $
44 $ 2 $
1,470
Ending Balance Total Allowance: S
1,135 S
2,596 S
825 S
362 S 164 $
5.082
The acquired loan portfolios continue to pay off or pay down, resulting in a reduction in the Bank's required
allowance for those portfolios. Additionally, estimated loss ratios have been analyzed and appropriately adjusted
downward based on sustained credit quality in the originated loan portfolio. The adjustments in the originated and
acquired loan portfolios are illustrated in the table above for the year ended December 3I, 2013.
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The following tables illustrate certain information with respect to our allowance for loan losses and the composition
of impaired loans as of December 31, 2013 and 2012, respectively (dollars in thousands).
Residential
Single & Commercial Construction Commercial Consumer
Multifamily Real Estate Loans and industrial and Other Total
The Bank's allowance for loan losses impairment evaluation at December 31, 2013:
Individually evaluated
for impairment $ 38 $ 903 S 37 $ 437 S - $ 1,415
Collectively evaluated
ror impairment 1,419 2,285 547 300 137 4,688
Acquired with deteriorated
credit quality
151
292
5
9
-
457
Ending Balance Total Allowance:
$ 1,608 $
3,480 $
589 S
746 S
137 $
6,560
Individually evaluated
The Bank's loan balances based on impairment evaluation at December 31, 2013:
Individually evaluated
S 1,296 S
5,486 $
441 S
1,263 S
45 S
8.531
for impairment
$ 118 $
6,081 S
412 $
2,527 $
37 $
9,175
Collectively evaluated
127,373
143,688
26,161
16,770
12,434
326,426
for impairment
201,758
195,044
38,692
19,817
10,734
466,045
Acquired with deteriorated
5,561
10,222
884
12
-
16,679
credit quality
4,255
8,434
1,295
115
-
14,099
Ending Balancc Total Loans:
$ 206,131 $
209,559 $
40,399 $
22,459 S
10,771 $
489,319
The Bank's allowance for loan losses impairment evaluation at December 31, 2012:
Individually evaluated
for impairment S 95 $ 337 $ - $ 115 S - S 547
Collectively evaluated
for impaitmcnt 1,025 2,259 825 247 164 4,520
Acquired with deteriorated
credit quality IS - - - - 15
Ending Balance Total Allowance:
S 1,135 S
2,596 $
825 S
362 S
164 S
5,082
The Bank's loan balances based on impairment evaluation at December 31, 2012:
Individually evaluated
for impairment
S 1,296 S
5,486 $
441 S
1,263 S
45 S
8.531
Collectively evaluated
for impairment
127,373
143,688
26,161
16,770
12,434
326,426
Acquired with deteriorated
credit quality
5,561
10,222
884
12
-
16,679
Ending Balance Total Loans:
S 134,230 S
159,396 S
27,486 S
18,045 $
12,479 S
351,636
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The below tables represent the loan portfolio, segmented by risk factors, as of December 31, 2013 and 2012,
respectively (dollars in thousands). Categories with no assigned loans have been omitted from this table.
Total S 134,230 S 159,396 S 27,486 S 18,045 S 12,479 S 351,636
The Bank applies internal risk ratings to all loans on a scale of 1 to 9. A description of the general characteristics of
the nine risk grades are as follows:
1 -Risk Free - Loans are of the highest quality. Very sound financial position, high liquidity, little or no leverage,
strong capital position and cash flow, superior management, seasoned stable industry, unqualified audits.
Refinancing is easily available at virtually any bank. Any loan fully secured by short term government or cash
deposits.
2- Excellent - Excellent loans tun from the upper end to the middle of the high quality range. Sound financial
position, good liquidity, modest leverage, good cash flow, experienced management and good trends in established
business. Generally receive unqualified audits. Refinancing available at most banks. Real estate loans with strong
loan to value and debt service coverage ratios. Marketable collateral values substantiated, strong and liquid.
20
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Residential
Commercial
As of December 31, 2013
Single &
Commercial
Construction
and
Consumer
Multifamily
Real Estate
Loans
Industrial
and Other
Total Loans
Originated Loans:
Risk Free
$ -
S -
$ -
$ 1,953
S 142
S 2,095
Excellent
-
-
-
675
1,743
2,418
Good
7,229
39,777
8,534
2,812
77
58,429
Satisfactory
181,984
143,781
29,098
11,152
8,711
374,726
OLEM
-
-
785
3,150
37
3,972
Substandard
939
3,823
-
1,737
-
6,499
Sub -total
190,152
187,381
38,417
21,479
10,710
448,139
Acquired Loans:
Satisfactory
12,011
15,849
407
937
61
29,265
OLEM
2,426
823
411
21
-
3,681
Substandard
1,542
5,506
1,164
22
-
8,234
Sub -total
15,979
22,178
1,982
980
61
41,180
Total
S 206,131
$ 209,559
S 40,399
S 22,459
$ 10,771
$ 489,319
Residential
Commercial
As of December 31, 2012
Single &
Commercial
Construction
and
Consumer
Multifamily
Real Estate
Loans
Industrial
and Other
Total Loans
Originated Loans:
Risk Frcc
$ -
$ -
$ -
$ 319
S 202
S 521
Excellent
-
726
-
675
1,404
2,805
Good
4,920
23,097
3,536
2,906
118
34,577
Satisfactory
100,419
92,723
22,334
11,771
10,456
237,703
OLEM
-
4,965
-
1,263
11
6,239
Substandard
-
-
-
-
18
18
Sub -total
105,009
120,489
25,870
16,934
11,845
280,147
Acquircd Loans:
Excellent
-
-
-
319
-
319
Good
14,293
23,962
1,175
619
114
40,163
Satisfactory
14,292
9,130
-
83
122
23,627
OLEM
306
3,241
441
39
34
4,061
Substandard
1.552
-
51
-
1,603
Sub -total
28,891
37,885
1,616
1,111
270
69,773
Total S 134,230 S 159,396 S 27,486 S 18,045 S 12,479 S 351,636
The Bank applies internal risk ratings to all loans on a scale of 1 to 9. A description of the general characteristics of
the nine risk grades are as follows:
1 -Risk Free - Loans are of the highest quality. Very sound financial position, high liquidity, little or no leverage,
strong capital position and cash flow, superior management, seasoned stable industry, unqualified audits.
Refinancing is easily available at virtually any bank. Any loan fully secured by short term government or cash
deposits.
2- Excellent - Excellent loans tun from the upper end to the middle of the high quality range. Sound financial
position, good liquidity, modest leverage, good cash flow, experienced management and good trends in established
business. Generally receive unqualified audits. Refinancing available at most banks. Real estate loans with strong
loan to value and debt service coverage ratios. Marketable collateral values substantiated, strong and liquid.
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
3 -Good — Good financial condition, liquidity and a history of earnings with indications that the trend will continue,
typical of industry. Working capital or cash flow sufficient to repay debt as scheduled. Handles credit needs in a
satisfactory manner. Real estate loans with acceptable loan to value and debt service coverage ratios. Marketable
collateral values substantiated and adequate. Secured loans granted to high net worth individuals with adequate
liquidity to support the loans. Adequate liquidity will be calculated as cash and or marketable securities equal to the
amount of the loan granted to the borrower. Secured loans granted to high net worth individuals with adequate
liquidity to support the loans. Adequate liquidity will be calculated as cash and or marketable securities equal to the
amount of the loan granted to the borrower.
4- Satisfactory — An established borrower that represents a reasonable credit risk. Satisfactory loans run from
medium to lower medium quality range. Financial condition and performance is acceptable, but may be subject to
significant fluctuations. During periods of economic downturn, the financial condition may become unstable. May
include borrowers growing rapidly with high leverage. Secondary sources of repayment require significant attention
and may include close monitoring of a borrowing base or comprehensive loan covenant protection. This category
will frequently include loans that:
• Require special monitoring of any kind, such as wholesale auto financing (floor plans).
• Are guaranteed by an agency of the U.S. government such as the SBA.
• Involve speculative construction of the collateral.
• Involve an average borrower in a highly cyclical industry such as machine shops or construction.
S -Watch — Watch Loans identify borrowers who are significantly uncertain in their ability to maintain or improve
their financial performance. Loans are of minimum acceptable quality. Financial condition is unstable and shows
minimally acceptable support for credit accommodation. Historic financial performance may be inconsistent or
uncertain. Borrower has demonstrated the ability to meet all contractual obligations; however, payments may at
times be delayed. Secondary sources of repayment are adequate, but weakened somewhat by lack of liquidity or
properly documented value.
This category will frequently include loans that:
• Lack adequate successor management. Also, management expertise is limited to technical areas, while
demonstrated weaknesses are found in finance or administration.
• Involve administrative and handling costs which may be above average for the portfolio.
• Have no current financial statements and which arc not fully secured by cash or marketable securities.
Since an accurate assessment of an appropriate loan risk rating cannot be determined, the rating of 5 may
be applied by default.
• Liquidity is acceptable, but concentration in non -cash assets puts stress on solvency.
• Infrequent overdrafts arc quickly corrected.
• Temporary documentation or collateral weaknesses, such as failure to be named as lender loss payee on
insurance.
A specific action plan including measurable benchmarks will be developed by the responsible lender and his
supervisor for review. Progress is monitored on an interim basis by the Loan Officer and reported at subsequent
reviews as scheduled.
6 -OLEM (Other Loans Especially Mentioned) — Assets have potential weakness that deserves management's close
attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for
the asset or in the institution's credit position at some future date. Other Loans Especially Mentioned assets are not
adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.
OLEM assets have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately
protect the institution's position at some future date. These assets pose elevated risk, but their weakness does not yet
justify a substandard classification. Borrowers may be experiencing adverse operating trends:
• Declining revenues or margins
• An ill - proportioned balance sheet
o Example: increasing inventory without an increase in sales, high leverage, tight liquidity).
• Adverse economic or market conditions,
o Such as interest rate increases or entry of new competitor, may also support a OLEM rating
21
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
• Non - financial reasons:
• Management problems
• Pending litigation,
• An ineffective loan agreement
o other material structural weakness
The OLEM rating is designed to identify a specific level of risk and concern about asset quality. Although an
OLEM asset has a higher probability of default than a pass asset, its default is not imminent.
7- Substandard — A substandard asset is inadequately protected by the current sound worth and paying capacity of
the obligor or of the collateral pledged, if any. Assets so, classified must have a well- defined weakness, or
weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the
bank will sustain some loss if the deficiencies are not corrected.
Substandard assets have a high probability of payment default, or they have other well - defined weaknesses. They
require more intensive supervision by bank management.
Substandard assets are generally characterized by:
• current or expected unprofitable operations
• inadequate debt service coverage
• inadequate liquidity
• marginal capitalization
Repayment may depend on collateral or other credit risk mitigates. For some substandard assets, the likelihood of
full collection of interest and principal may be in doubt; such assets should be placed on nonaccrual. Although
substandard assets in the aggregate will have a distinct potential for loss, an individual asset's loss potential does not
have to be distinct for the asset to be rated substandard.
8- Doubtful — An asset classified doubtful has all the weaknesses inherent in one classified substandard with the
added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing
facts, conditions, and values, highly questionable and improbable.
A doubtful asset has a high probability of total or substantial loss, but because of specific pending events that may
strengthen the asset, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate
liquidity or capital, and lack the resources necessary to remain an operating entity. Pending events can include:
• Mergers
• Acquisitions
• Liquidations
• Capital injections
• The perfection of liens on additional collateral
• The valuation of collateral
• Refinancing
Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based
on the new information. Because of high probability of loss, nonaccrual accounting treatment is required for
doubtful assets.
9 -Loss - Assets classified loss are considered uncollectible and such little value that their continuance as bankable
assets is not warranted. This classification does not mean that the assets has absolutely no recovery or salvage
value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though
partial recovery may be effected in the future.
With loss assets, the underlying borrowers are often in bankruptcy, have formally suspended debt repayments, or
have otherwise ceased normal business operations. Once an asset is classified loss, there is little prospect of
collecting either its principal or interest: When access to collateral, rather than value of collateral, is the problem, a
less severe classification may be appropriate. However, banks should not maintain an asset on the balance sheet it
22
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
realizing its value would require long -term litigation or other lengthy recovery efforts. Losses are to be recorded in
the period an obligation becomes uncollectible.
Below are the statistics for past due and non - accrual loans, by portfolio segment, as of December 31, 2013 and 2012,
respectively (dollars in thousands).
Total Past
Current
Due and
Non -
30-59
60 -89 90+
Non-
Non-
Accrual
As ofDecember3l, 2013 Days
Days Days
Accrual
Accrual
Current
Total Loans
Loans '
Originated Loans:
Residential single & multifamily S 213
S - $ -
S -
S 213
S 189,939
S 190,152
S -
Commcrcial real estate -
- -
3,823
3,823
183,558
187,381
1,926
Construction loans -
- -
-
-
38,417
38,417
-
Commcrcial and industrial -
- -
1,737
1,737
19,742
21,479
1,178
Consumer and other 156
39 -
-
195
10,515
10,710
-
Acquired Loans:
Commercial real estate -
-
2,267
2,267
19,911
22,178
2,258
Residential, consumer and other 1,337
750
2,087
16,915
19,002
650_
Total Loans $ 1,706
S 39 S -
S 8,577
S 10,322
$ 478,997
$ 489,319
S 6,012
As of December 3l, 2011
Originated Loans:
Residential single & multifamily S -
$ - $ -
S -
S -
S 105,339
S 105 ,339
S -
Commercial real estate -
- -
-
-
121,511
121,511
1,298
Construction loans -
- -
-
-
25,870
25,870
-
Commercial and industrial
- -
2,561
2,561
14,373
16,934
1,263
Consumer and other 191
10 -
18
219
11,990
12209
-
Acquired Loans:
Commercial real estate - - - 3,134 3,134 34,751 37,885 3,134
Residential consumer and other - - - 441 441 31,447 31,888 441
Total Loans S 191 $ 10 S - S 6,154 S 6,355 S 345,281 S 351,636 S 6,136
23
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The following is a summary of information pertaining to impaired loans for the years ended December 31, 2013 and
2012, respectively (dollars in thousands).
With No Related Allowance Recorded:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
With An Allowance Recorded:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
Total:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
With No Related Allowance Recorded:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
With An Allowance Recorded:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
Total:
Residential single & multifamily
Commercial real estate
Construction loans
Commercial and industrial
Consumer and other
24
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For the Year Ended
As of De ce mbe r 31, 2013
December 31, 2013
Unpaid
Average
Recorded
Principal
Related
Recorded Interest Income
Investment
Balance
Allowance
investment Recognized
2,173
4,503
-
2,219
37
1,946
2,027
-
1,981
27
37
37
-
40
2
118
121
38
120
-
3,908
5,616
903
4,715
30
412
580
37
423
-
581
580
437
584
1
118
121
38
120
-
6,081
10,119
903
6,934
67
412
580
37
423
-
2,527
2,607
437
2,565
28
37
37
-
40
2
S 9,175
S 13,464
S 1,415
$ 10.081 S
97
For the Year Ended
As orDecember 31, 2012
December 31, 2012
Unpaid
Average
Recorded
Principal
Related
Recorded Interest Income
Investment
Balance
Allowance
Investment Recognized
$ 866
$ 866
S -
S 910 S
10
1,827
2,685
-
1,864
7
441
558
-
406
-
1,263
1,263
-
1,338
-
45
45
-
64
4
430
430
95
429
14
3,659
3,659
452
3,702
-
1,296
1,296
95
1,339
24
5,486
6,344
452
5,566
7
441
558
-
406
-
1,263
1,263
1,338
-
45
45
-
64
4
S 8,531
S 9,506
S 547
$ 8,713 S
35
24
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The following is a summary of information pertaining to loans modified as troubled debt restructurings for the
periods listed below (dollars in thousands).
As of December 31,
Troubled Debt Restructurings 2013 2012
Commercial Real Estate:
Numbor of bans - 3
Pre - modification balances outstanding $ - $ 3.860
Post - modification balances outstanding $ - $ 3.359
Commercial and Industrial
Number of loans - 1
Pre - modification balances outstanding $ - $ 1,429
Post - modification balances outstanding $ - $ 1.263
Single and Multi- Family Residential
Number of loans - 3
Pre - modification balances outstanding $ - S 2.021
Post - modification balances outstanding $ - S 2,018
Construction Loans:
Number of loans - 1
Pre - modification balances outstanding $ - S 580
Post - modification balances outstanding $ - S 441
Consumer Loans:
Number of bans - I
Pre - modification balances outstanding $ - $ 30
Post - modification balances outstanding $ - $ 30
Total Loans:
Number of bans - 9
Pre - modification balances outstanding $ - $ 7,920
Post - modification balances outstanding $ - S TI 11
There were no troubled debt restructings during the year ended December 31, 2013. The Bank restructured nine
loans during the period ended December 31, 2012. Five commercial loans with carrying balances totaling $5
million were modified with terms that included rate reductions between 100 to 150 basis points, forbearance
agreements and one loan was restructured from amortizing to interest only. Three loans secured by 14 residential
properties totaling $2 million were modified by forbearance agreements and renewals extending terms between 36 to
42 months. Lastly, a forbearance agreement was imposed upon a small consumer loan totaling $30,000 held by a
borrower with an impaired residential loan.
There were no loans classified as troubled debt restructurings that re- defaulted during the period of 12 months from
their modification date.
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The following tables illustrate information related to the Bank's other real estate owned, net of valuation allowances
and direct write- downs:
The following table presents the fair value of loans determined to be impaired at the time of acquisition as of the
dates presented:
December 31, 2013 December 31, 2012
Contractually required principal and interest $ 23,914 S 28,711
Nonaccretable difference (3,867) (5,482)
Cash !lows expected to be collected 20,047 23,229
Accretable yield (5,948) (650)
Fair value $ 14,099 $ 16,679
Changes in the accretable yield of loans acquired with deteriorated credit quality were as follows:
Balance at beginning of year
Additions through acquisition
Reclassification from non- accretable difference
Accretion
Other net activity (1)
Balance at end of year
(1) Includes unpact orloan repayments and charrc offs.
December 31, 2013
$ 6,550
2,104
(2,124)
(582)
$ 5,948
26
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December 31, 2012
S -
1,698
5,198
(200)
(146)
$ 6,550
December 31, 2013
December 31, 2012
Commercial real estate
$ 540
$ 1,434
Construction and land loans
116
1,251
Total
$ 656
$ 2,685
Balance at January 1
$ 2,685
$ 799
Transfers of loans
56
313
Fair value of other real estate owned acquired
-
2,852
Write downs
(154)
(105)
(Loss) /gain on sale
(53)
10
Dispositions
(1,878)
(1, 184)
Balance at December 31
$ 656
$ 2,685
Loans Acquired with Deteriorated Credit Qualigj
Loans acquired in business combinations that exhibited,
at the time of acquisition, evidence
of deterioration of the
credit quality since origination, such that it was probable that all contractually required payments would not be
collected, were as follows as of the dates presented:
December 31, 2013
December 31, 2012
Commercial real estate
$ 8,434
$ 10,222
Construction bans
1,295
884
Commercial and industrial
115
12
Residential single & multifamily
4.255
5,561
$ 14.099
$ 16,679
The following table presents the fair value of loans determined to be impaired at the time of acquisition as of the
dates presented:
December 31, 2013 December 31, 2012
Contractually required principal and interest $ 23,914 S 28,711
Nonaccretable difference (3,867) (5,482)
Cash !lows expected to be collected 20,047 23,229
Accretable yield (5,948) (650)
Fair value $ 14,099 $ 16,679
Changes in the accretable yield of loans acquired with deteriorated credit quality were as follows:
Balance at beginning of year
Additions through acquisition
Reclassification from non- accretable difference
Accretion
Other net activity (1)
Balance at end of year
(1) Includes unpact orloan repayments and charrc offs.
December 31, 2013
$ 6,550
2,104
(2,124)
(582)
$ 5,948
26
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December 31, 2012
S -
1,698
5,198
(200)
(146)
$ 6,550
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill not subject to amortization of $3.9 million was recorded in conjunction with the business combination
between First National and Panther. Additionally, an indefinite lived bank charter intangible asset of $1.2 million
was recorded in conjunction with the Panther business combination. Goodwill has been assigned to the Bank's
single reporting segment. Fair value of the Bank's single reporting segment is determined using either discounted
cash flow analyses based on internal financial forecasts or, if available, market -based valuation multiples for
comparable businesses. No impairment was identified for the Bank's goodwill as a result of the testing performed
for the year ended December 31, 2013.
Intangible assets subject to amortization include the Bank's trademarked logo and core deposit intangibles recorded
with the acquisition of Royal. The carrying amount of these assets was 5180,000 at December 31, 2013. The
trademarked logo is being amortized over a period of 20 years. The core deposit intangible is being amortized over
five years.
NOTE 5. BORROWINGS
Short and Long Term Borrowings
The FHLB of Atlanta has extended credit availability to the Bank equal to approximately 20% of total assets. There
was $102 million in remaining credit availability at December 31, 2013. All borrowings must be fully secured with
eligible collateral. The Bank had $138 and $76 million, respectively, in eligible loans pledged as collateral for
advances listed in the schedules below at December 31, 2013 and 2012 (dollars in thousands).
As ofDecember31, 2013
Average weighted rate 0.49% 5 36.000
Maturity Advance
Short Term Advances Term Date Interest Rate Amount
Fixed rate advance 6 months 03/20/14 0.21% S 10,000
Average weighted rate 0.21% S 10.000
As of December 31, 2012
M aturity
Advance
Long Term Advances
Term
Date
Interest Rate
Amount
Foxed rate advance
2 years
12/10/14
0.38%
S 10,000
Fixed rate advance
2 years
12/16/15
0.45%
20,000
Fixed rate advance
3 years
02/03/15
0.660/a
3,000
Fixed rate advance
4 years
02/03/16
0.91%
3,000
Average weighted rate 0.49% 5 36.000
Maturity Advance
Short Term Advances Term Date Interest Rate Amount
Fixed rate advance 6 months 03/20/14 0.21% S 10,000
Average weighted rate 0.21% S 10.000
As of December 31, 2012
Average weighted rate 0.53% S 16,000
The Bank had total available credit of $43 million under unsecured federal funds lines of credit with three
correspondent banks at December 31, 2013. On February 6, 2014, a fourth correspondent bank issued an unsecured
27
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Maturity
Advance
Long Term Advances
Term
Date
Interest Rate
Amount
Foxed rate advance
2 years
12110/14
0.38% S
10,000
Fixed rate advance
3 years
02/03/15
0.66%
3,000
fixed rate advance
4years
02/03/16
0.91%
3,000
Average weighted rate 0.53% S 16,000
The Bank had total available credit of $43 million under unsecured federal funds lines of credit with three
correspondent banks at December 31, 2013. On February 6, 2014, a fourth correspondent bank issued an unsecured
27
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9/23/2014 13.A.
TGR Financial, Inc, and Subsidiary
Notes to Consolidated Financial Statements
federal funds line of credit for $10 million, increasing the total available credit to $53 million. There were no
borrowings outstanding under the agreements at December 31, 2013 or 2012.
The Bank has securities sold under agreements to repurchase with commercial account holders whereby the Bank
sweeps the customer's accounts on a daily basis and pays interest on these amounts. These agreements are
collateralized by investment securities chosen by the Bank. The Bank had approximately $77 million and $57
million in such accounts as of December 31, 2013 and 2012, respectively.
NOTE 6. INCOME PER SHARE
Basic income per share represents the net loss divided by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share reflects additional potential common stock that would
have been outstanding if dilutive potential common stock had been issued, as well as any adjustment to income that
would result from the assumed issuance, determined using the treasury stock method. Potential common stock that
may be issued by the Company relates solely to outstanding stock options, warrants and convertible preferred stock.
There is no dilutive effect from stock options or warrants. There were a total of 1,884,193 and 1,884,243
outstanding warrants and options at December 31, 2013 and 2012, respectively, excluded from the calculation of
diluted income per share because the effect would be anti - dilutive.
Income Per Common Share
Basic
Weighted average number of shares of common stock
outstanding - basic:
Basic income per share
Diluted
Weighted average number of shares of common stock
outstanding:
Effect of dilutive convertible preferred shares
Weighted average number of shares of common stock
outstanding - diluted
Diluted income per share
Nonvoting Series A Convertible Preferred Stock
For the Years Ended December 3l,
2013
14,333,570
2012
14,122,150
$ 0.77 S 0.01
14,333,570 14,122,150
126,573 28,704
14,460.143
S 0.77
14,150,854
0.01
The Company has authorized 7,050,000 shares of Nonvoting Series A Convertible Preferred Stock ( "preferred
shares "). There were 126,573 preferred shares outstanding at December 31, 2013 and 2012, respectively. Each
holder of preferred shares is generally not entitled to vote on any matters. Holders of preferred shares will be
entitled to receive dividends and shall rank equally with the Company's holders of common stock. In the event of
liquidation, each holder of preferred shares would be entitled to recover, after payment of all Company's debts and
liabililities, a preferred liquidation amount equal to the greater of (i) one cent per share and (ii) the amount the
holder of such preferred share would receive if the share had been converted into common stock. Each preferred
share, at the election of the holder, may be converted into an equal number of common shares, if such conversion
would not cause the holder to hold greater than 9.99% of the Company's outstanding common stock at the time of
such conversion. Furthermore, the preferred shares are not subject to any call or redemption rights on the part of the
Company.
28
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statemeati_
NOTE 7. PREMISES AND EQUIPMENT
The major classes of premises and equipment and total accumulated depreciation and amortization at December 31,
2013 and 2012, respectively, are as follows (dollars in thousands).
As of Dece robe r 3 1,
2013 2012
Land $
3,034 $
3,034
Buildings and improvements
14,432
I2,026
Leasehold improvements
2,425
2,183
Furniture, Ntures and office equipment
2,066
1,946
Computer equipment
1,338
1,157
Computer software
1,252
1,059
Automobiles
161
131
Signs
68
57
24,776
21,593
Less accumulated depreciation and amortization
4,607
3,368
Plus construction in progress
206
258
Premises and equipment, net S
20,375 $
18,483
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Bank leases certain branch facilities under non - cancelable operating leases expiring from 2014 through 2020.
The leases contain renewal options, generally provide for annual increases in base rent from 3% to 3.5% per annum,
and require payment of the Bank's pro rata share of property taxes, normal maintenance and insurance.
Future minimum rental payments required under the operating leases at December 31, 2013 were as follows (dollars
in thousands).
Year Fnding December 31,
Amount
2014
S 478
2015
437
2016
461
2017
476
2018
492
Thereafter
544
$ 2,888
The Bank, in the normal course of business, is party to financial instruments with off - balance -sheet risk to meet the
financing needs of its customers. These financial instruments include commitments to extend credit and standby
letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of
the amounts recognized on the statement of financial condition. The contractual amounts of these instruments
reflect the Bank's involvement in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments
for commitments to extend credit and letters of credit is represented by the contractual amounts of those instruments.
The Bank uses the same credit policies in making commitments and conditional obligations as it does for un-
balance -sheet instruments.
29
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TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Following is a summary of off - balance sheet credit risk information (dollars in thousands).
Commitments to extend credit
Letters of credti
9/23/2014 13.A.
December 31, 2013 December 31, 2012
$ 87,366 $ 45,088
$ 160 $ 181
Commitments to extend credit are commitments to lend to a customer as long as there is no violation of any
condition established in the contract. Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since some of the commitments arc expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank
evaluates each customer's creditworthiness on a case -by -case basis. The amount of collateral obtained, if any, is
based on management's credit evaluation of the counterparty. Collateral held varies, but may include cash, accounts
receivable, inventory, property, plant and equipment and residential and commercial real estate.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a
customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved
in extending loans to customers. Letters of credit are collateralized by certificates of deposit or other collateral. In
the event the customer does not perform in accordance with the terms of the agreement with the third party, the
Bank is required to fund the commitment. The maximum potential amount of future payments the Bank could be
required to make is represented by the contractual amount of the letter of credit. If the commitment is funded, the
Bank is entitled to seek recovery from its customer. No liabilities were recorded for these guarantees at December
31, 2013.
NOTE 9. TIME DEPOSITS
At December 31, 2013 and 2012, respectively, the scheduled maturities of time deposits are as follows (dollars in
thousands).
December 31, 2013•
<3 Mths
3-6 Mths
6 Mths -1 Yr
1 -3 Yrs
> 3 Yrs
Total
Time deposits <$100,000
$
8,021
S 5,877
$
20,492
$ 1,694
S 858
$ 36,942
Time deposits > S100,000
32,914
12,973
62,393
18,844
4,077
131,201
Total
S
40,935
S 18,850
4
82,885
S 20,538
S 4,935
S 168,143
December 31, 2012:
< 3 Mths
3 -6 Mths
6 Mths -1 Yr
1 -3 Yrs
> 3 Yrs
Total
Time deposits < S 100,000
S
4,257
S 4,996
$
12,829
S 10,414
S 767
$ 33,263
Time deposits? $100.000
10,801
6,065
39,285
49,931
4,181
110263
Total
S
15,058
S 11,061
S
52,114
S 60,345
S 4,948
S 143_526
NOTE 10. CONCENTRATIONS OF RISK
Neither the Company nor the Bank is a party to any claim, lawsuit or other legal proceeding that might have a
material adverse effect on the consolidated financial statements.
Most of the Bank's business activity is with customers located within its primary market area, generally southwest
Florida. Approximately 93% of the Bank's gross loan portfolio at December 31, 2013 was concentrated in loans
secured by real estate. Residential, first mortgages and home equity lines of credit represent 39% of gross loans or
approximately $195 million. Commercial real estate comprises 43% of gross loans or approximately $209 million.
30
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
At December 31, 2013, the Bank had no significant concentrations of credit risk with any individual counterparty.
At December 31, 2013, deposits and/or repurchase agreements of two customers individually exceeded 5% of total
deposits. These deposits totaled approximately $87 million or 14% of total deposits and repurchase agreements. Of
the $87 million, $45 million is represented by term CDs with the State of Florida. These deposits are deemed to be
core relationships, as these accounts are all with the State and local community based businesses. Management does
not view this concentration as a liquidity risk. The interest rate paid on these deposits ranges between 0.40% and
0.65 %.
NOTE 11. EMPLOYEE BENEFITS
The Bank has established a salary deferral plan under Section 401(k) of the Internal Revenue Code. The plan allows
eligible employees to defer up to 100% of their compensation, up to the maximum amount permitted by law. The
Bank, at its discretion, may match a portion of the employees' contributions. All employees may make
contributions under the plan. Employees age 21 and over arc eligible to receive matching contributions. Employer
contributions vest immediately. Total expense recorded for the years ended December 31, 2013 and 2012, related to
this plan were $378,000 and $313,000, respectively.
NOTE 12. STOCK OPTIONS AND WARRANTS
Under the terms of the plans, employees' options generally vest over a period of three years and have a life of ten
years. The directors' options generally vest over five years and have a life of ten years. New shares will be issued
upon the exercise of options.
The Company has two stock option plans, one for (i) directors and one for (ii) officers and employees, with options
outstanding at December 31, 2013 of 185,856 and 64,944, respectively. The maximum number of options that can
be granted under both plans may not exceed 10% of the aggregate of outstanding common and preferred stock.
There are 1,195,219 options available for grant between the plans. With the closing of the reorganization on
September 25, 2012, the Company adopted both of the stock option plans (which had formerly been plans of the
Bank), and issued Company stock options (and warrants) on a one - for -one basis to option and warrant holders of the
Bank.
As of December 31, 2013, there was no unrecognized compensation cost related to non - vested share -based
compensation arrangements granted under the two plans.
No stock based compensation awards were granted during the periods ended December 31, 2013 or 2012,
respectively.
01
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The following table presents the activity of the Company's outstanding stock options and warrants, for the periods
ended December 31, 2013 and 2012, respectively.
STOCK OPTIONS:
Options outstanding, beginning of period
Options granted
Options exercised
Options repurchased
Options expired
Options outstanding, end of period
Exercisable at end of period
Weighted Average Remaining Contractual Term
STOCK WARRANTS:
Warrants outstanding, beginning of period
Warrants exercised
Warrants repurchased
Warrants expired
Warrants outstanding, end of period
Exercisable at end of period
Weighted Average Remaining Contractual Term
For the Years Ended December 31,
2013
Weighted
Number of Average Exercise
Options Price
250,800 $ 7.58
250,800 $ 7.58
250,800 $ 7.58
4.29 years
1,633,443 $ 10.00
(50) 10.00
1,633,393 $ 10.00
1.633,393 $ 10.00
3.73 years
2012
Weighted
Number of Average Exercise
Options Price
254,496 $ 7.58
(3,696) 7.58
250,800 $ 7.58
250,800 $ 7.58
5.29 years
1,633,443 $ 10.00
1,633,443 $ 10.00
1,633,443 $ 10.00
4.73 years
In accordance with the terms of the original offering prospectus dated July 14, 2009, and as part of the Agreement
and Plan of Merger between Panther and First National, dated April 23, 2009, organizers and founders received
organizer warrants to purchase 952,500 shares with a term of 10 years and shareholder warrants to purchase 10,020
shares of common stock with a term of five years. Additionally, all other common shareholders received warrants to
purchase a total of 671,054 shares with a term of five years. All warrants were at an exercise price of $10 per share
and immediately exercisable. All outstanding warrants to purchase shares of the Bank's common stock were
converted into warrants to purchase shares of the Company's common stock upon closing of the reorganization on
September 25, 2012.
On January 2, 2014, the Company issued nonqualified options to purchase 786,975 shares under its Amended and
Restated Officers' and Employees' Stock Option Plan and 236,250 shares under its Amended and Restated
Directors' Option Plan (collectively "the options "). The options were awarded at an exercise price of $4.71 per
share. The options vest equally over four years with a term of ten years.
NOTE 13. RESTRICTIONS ON RETAINED EARNINGS AND REGULATORY MATTERS
The Bank is subject to certain restrictions on the amount of dividends that may be declared without prior regulatory
approval. At December 31, 2013, there were no retained earnings available for the payment of dividends.
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, banks must meet specific
capital guidelines that involve quantitative measures of the bank's assets, liabilities and certain off - balance -sheet
items as calculated under regulatory accounting practices.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum
amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk - weighted assets, and of Tier I
capital to average assets (as defined by FDIC regulations). The Bank's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to
meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary,_ actions by
regulators that, if undertaken, could have a direct material effect on the Bank's financial condition. Management
believes that the Bank met all capital adequacy requirements to which it was subject at December 31, 2013.
32
Packet Page -865-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
At December 31, 2013, the most recent notification from the FDIC categorized the Bank as well capitalized under
the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must
maintain minimum total risk- based, Tier 1 risk- based, and Tier I leverage ratios as set forth in the table below. There
are no conditions or events since that notification that management believes have changed the Bank's category.
The Company and the Bank's actual capital amounts and ratios are also presented in the table below (dollars in
thousands). The maximum amount of Tier II capital, contributed via the allowance for loan losses, is limited to
1.25% of gross risk weighted assets. This limitation, where applicable, is reflected in the total capital amounts listed
below.
As of December 31, 2013:
TGR Financial, Inc.
Total capital (to risk weighted assets):
Tier I capital (to risk weighted assets):
Tier 1 capital (to average assets):
First National Bank of the Gulf Coast
Total capital (to risk weighted assets):
Tier I capital (to rick weighted assets):
Tier I capital (to average assets):
As of December 31, 2012:
TGR Financial, Inc.
Total capital (to risk weighted assets):
Tier I capital (to risk weighted assets):
Tier I capital (to average assets):
First National Bank of the Gulf Coast
Total capital (to risk weighted assets):
Tier I capital (to risk weighted assets):
Tier i capital (to average assets):
To Be Well Capitalized
For Capital Adequacy Under Prompt Corrective
Actual Purposes Action Provisions
$ 70,250 13.56% S 41,434 8.00 % N/A N/A %
63,775 12.31 20,717 4.00 31,076 6.00
63,775 9.20 27,717 4.00 34,646 5.00
$ 69,739
63,268
63,268
$ 65,034
60,517
60,517
13.47% $ 41,409 8.00 % S 51,762 10.00 %
12.22 20,705 4.00 31,057 6.00
9.13 27,717 4.00 34,647 5.00
18.02% S 28,867 8.00 % N/A N/A %
16.77 14,434 4.00 21,651 6.00
10.33 23,436 4.00 29,295 5.00
S 63,975 17.73% S 28,866 8.00 % S 36,083 10.00 %
59.458 16.48 14.433 4.00 21,650 6.00
59,458 10.15 23,436 4.00 29,295 5.00
The Bank is additionally required to maintain reserve requirements based on its specified deposit liabilities with the
Federal Reserve Bank. The reserve requirements can be satisfied in the form of vault cash or average deposit
balances with the Federal Reserve Bank.
33
Packet Page -866-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 14. RELATED PARTY TRANSACTIONS
The Bank has had, and may be expected to have in the future, banking transactions in the ordinary course of
business with directors, significant stockholders, principal officers and their immediate families (commonly referred
to as related parties). In management's opinion, such transactions have been made on the same terms as those for
comparable transactions with unrelated parties.
Deposits and customer repurchase agreements with related parties and their interests totaled $36.2 million and $40.7
million at December 31, 2013 and 2012, respectively.
Related party loan activity is depicted below (dollars in thousands).
Bcginning balancc
Ncw originations
Paydowns
Ending balance
34
Packet Page -867-
For the Years Ended December 31,
2013 2012
$ 2,321 S 3,201
(196) (880)
$ 2.125 $ 2 ,321
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 15. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The accounting guidance establishes a fair
value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. For additional information regarding the levels of inputs, please
refer to Note I - Description of Business and Summary of Significant Accounting Policies.
Securities available for sale: Fair value measurements are obtained from an outside pricing service. Fair values
are generally estimated using matrix pricing techniques, incorporating observable data that may include reported
trades of similar securities, dealer quotes, benchmark yield curves, issuer spreads, new issue data, market
consensus prepayment speeds, the bonds' terms and conditions, and other relevant factors. Matrix pricing is a
mathematical technique widely used in the industry to value debt securities without relying exclusively on
quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark
quoted securities (Level II inputs).
The following table sets forth the Bank's investments which arc measured at fair value on a recurring basis as of
December 31, 2013 and 2012, respectively (dollars in thousands). Changes in fair value are recorded through other
comprehensive income (loss), net of tax.
December 31, 2013:
Assets
U.S. Government agencies and
government sponsored entities
Agency mortgage backed securities
Agency collateralized mortgage obligations
State, county and municipal
Corporate bonds
Total Assets
December 31, 2012:
Assets
U.S. Government agencies and
government sponsored entities
Agency mortgage backed securities
Agency collateralized mortgage obligations
State, county and municipal
Corporate bonds
Total Assets
Quoted Prices
Significant
- 45,709
in Active
Other
Significant
Markets for
Observable
Unobservable Total at Fair
Identical Assets
Inputs
inputs Value
Levell
LevelIl
Level Ill
$ - $ 66,908 $
- $ 66,908
- 45,709
- 45,709
- 3,841
- 3,841
- 48,817
- 48,817
- 14 ,317
- 14,317
$ - $ 179,592 S
- $ 179,592
$ - $ 79,427 S
- $ 79,427
- 43,232
- 43,232
- 9,161
- 9,161
- 52,444
- 52,444
- 4,372
- 4,372
$ - $ 188,636 $
- $ 188,636
35
Packet Page -868-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
There were transfers of 18 taxable municipal securities from Level III to Level II during the year ended December
31, 2012. It has been concluded the assumptions used to price these securities, (the taxable municipals transferred
into Level III during the year ended December 31, 2011), included quoted prices for similar assets, therefore
representing observable inputs. The table below presents a reconciliation of all assets measured at fair value on a
recurring basis using significant unobservable inputs (Level III) for the periods indicated (dollars in thousands).
Beginning balance of recurring Level III assets
Total realized and unrealized gains (losses):
Included in earnings - realized
Included in earnings - unrealized
Included in other comprehensive income
Proceeds from maturities and payments, net
Level III assets sold, net of realized gains (losses)
Transfers into Level III
Transfers out of Level III
Total Assets
Nonrecurring Fair Value Measurements
December3l, December 31,
2013 2012
$ 14,780
244
176
(3,165)
(12,035)
$ $
The following table sets forth the Bank's assets which are measured at fair value on a non - recurring basis as of
December 31, 2013 and 2012, respectively (dollars in thousands).
Impaired loans: Loans, measured for impairment are based upon externally prepared estimates of the current
fair value of the underlying collateral less estimated costs to sell. The Bank uses external appraisals to estimate
fair value, which generally include Level III inputs which are not identifiable. The fair value includes
qualitative adjustments by management and estimated liquidation expenses.
Other real estate owned: Other real estate owned consists of property acquired through, or in lieu of, loan
foreclosure. The Bank uses external appraisals to estimate fair value. The valuation of other real estate owned
represents the fair value less estimated selling costs.
December 31, 2012:
Collateral dependent impaired loans $ 8.531 Appraisal of Appraisal and liquidation Oa /o to -10% (4011/6)
collateral adjustments
Other real estate owned 2,685 Appraisal of Appraisal and liquidation Oa /a to -301 /a ( -30 %)
collateral adjustments
Total Assets $ 11,216
36
Packet Page -869-
Quantitative Information about Level III Fair Value Measurements
Fair Value
Valuation
Range (Weighted
December 31, 2013:
Estimate
Techniques
Unobservable Input
Average)
Collateral dependent impaired loans
$ 9,175
Appraisal of
Appraisal and liquidation
(N. to -10° /a ( -10%)
collateral
adjustments
Other real estate owned
656
Appraisal of
Appraisal and liquidation
0% to -30% (- 30a /o)
collateral
adjustments
Total Assets
$ 9,831
December 31, 2012:
Collateral dependent impaired loans $ 8.531 Appraisal of Appraisal and liquidation Oa /o to -10% (4011/6)
collateral adjustments
Other real estate owned 2,685 Appraisal of Appraisal and liquidation Oa /a to -301 /a ( -30 %)
collateral adjustments
Total Assets $ 11,216
36
Packet Page -869-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Fair Value of Financial lnstnrments
The carrying amounts and estimated fair values of the Bank's financial instruments at December 31, 2013 and 2012,
respectively, including those assets and liabilities that are not measured and reported at fair value on a recurring or
nonrecurring basis, are illustrated in the table below (in thousands). The fair value estimates presented are based on
pertinent information available to management at the close of each period. Although management is not aware of
any factors that would significantly affect the estimated fair values, they have not been comprehensively revalued
for purposes of these financial statements since the statement of financial condition date. Current estimates of fair
value may differ significantly from the amounts disclosed.
Loans: The fair values of residential loans are estimated using discounted cash flow analyses, based upon
available market benchmarks for rates and prepayment assumptions. The fair values of commercial and
consumer loans are estimated using discounted cash flow analyses, based upon interest rates current offered for
loans with similar terms and credit quality. The fair values of loans held for sale are determined based upon
contractual prices for loans with similar characteristics.
Deposits: The fair values of deposit accounts are estimated using a discounted cash flow based on currently
effective interest rates for similar types of deposits. These deposits are classified within Level II of the fair value
hierarchy.
Securities sold under agreements to repurchase: The fair value of these instruments approximates the carrying
value of the amounts reported in the Consolidated Statements of Condition given the short-term nature of the
liabilities.
Borrowings: Borrowings are comprised of Federal Home Loan Bank ( "FHLB ") advances. The fair value of
FHLB advances is determined by discounting the expected future cash outflows using current market rates for
similar borrowings, or Level II inputs.
37
Packet Page -870-
Fair Value Measurements at December 31, 2013
Carrying
Level Level 11
Level III Total
Financial assets:
Amount
Cash and interest bearing balances
due from banks
S 12,902
S 12,902
$ 12,902
Bank certificates of deposit
3,565
3,565
3,565
Federal Reserve Bank and Federal
Home Loan Bank stock
5,025
5,025 5,025
Loans, net
482,759
445,167
14.099 459,266
Loans held for sale
8,219
8,219
8,219
Accrued interest receivable
1,756
1,756
1,756
Financial liabilities:
Deposits
542,370
534,283
534,283
Securities sold under agreements
to repurchase
76,616
76,616
76,616
Borrowings
46,000
45,899
45,899
Accrued interest payable
496
496
496
37
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
38
Packet Page -871-
Fair Value Measurements at December 31, 2012
Carrying
Level Level 11 Level III
Total
Financial assets:
Amount
Cash and interest bearing balances
due from banks
$ 36,733
$ 36,733 $ - $ -
$ 36,733
Bank certificates of deposit
8,930
8,930
8,930
Federal Reserve Bank and Federal
Ilome Loan Bank stock
3,439
3,439
3,439
Loans, net
346,554
326,926 16,679
343,605
Loans held for sale
-
-
-
Accrued interest receivable
1,777
1,777
1,777
Financial liabilities:
Deposits
469,237
467,198
467,198
Securities sold under agreements
to repurchase
57,206
57207
57,207
Borrowings
16,000
15,893
15,893
Accrued interest payable
604
604
604
38
Packet Page -871-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 16. INCOME TAXES
Income taxes for financial reporting purposes differed from the amount computed by applying the statutory federal
income tax rate to the pre -tax net loss for the years ended December 31, 2013 and 2012, respectively, are as follows
(dollars in thousands).
income tax (benefit) at statutory rate
Increase (decrease) in tax resulting from:
State income taxes, net of Federal tax benefit
Prior year true up adjustment
Permanent differences
Change in valuation allowance not related
For the Years Ended December3l,
2013 2012
S 792 34.00/0 $ 54 34.00/6
88 3.8% 12 7.6%
(32) -1.4% -
33 1.4% 60 37.3%
to other comprehensive income (9,635) - 413.7% (126) -60.2%
Total income taxes S (8,754) - 375.9% S - 18.7%
The components of the provision for income taxes for the years ended December 31, 2013 and 2012 arc as follows:
Current:
Federal
State
Current income tax expense /(benefit)
Deferred:
Federal
State
Deferred income tax expense /(benefit)
Total income tax expense /(bencfn)
For the Years Ended December 31,
2013 2012
$ 94 $
11
94 S
S (7.995) $ -
(853)
S (8,848) $ -
$ (8,754) $
34
Packet Page -872-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
The Company had net deferred tax assets totaling $11 million as of December 31, 2013. At December 31, 2012, the
Company maintained a full valuation reserve for its net deferred tax assets. The valuation reserve was released in
full during 2013 based upon the conclusion that it was more likely than not that the Company would be able to fully
utilize 100% of its net deferred tax assets. A tax benefit of approximately $9 million was recorded when the
valuation allowance was released. Net deferred tax assets are included in other assets in the accompanying balance
sheets. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at
December 31, 2013 and 2012, respectively, follow:
Deferred tax assets:
Net operating loss
Start-up and organizational costs
Allowance for loan losses
Branch closing costs
Stock -based compensation
Non - accrual loan interest
Unrealized losses on securities available for sale
Other
Total defermd tax assets
Valuation allowance
Net deferred tax asset
Deferred tax liabilities:
Premises and equipment
Net deferred loan origination costs
Net unrealized gains on securities
Net purchase price adjustments
Total deferred tax liabilities
Net deferred tax assets
As of December 3l,
2013 2012
$ 5,451 $ 5,432
2,623
2,911
2,357
1,793
191
417
25
28
260
42
2,141
-
275
157
13,323 10,780
(8,904)
13,323 1,876
(377)
(271)
(1,449)
(698)
-
(731)
(11)
(176)
(1,837)
(1,876)
S 11,486 $ -
At December 31, 2013, the Company and its subsidiary had federal and Florida net operating losses of
approximately $12.7 and $12 million, respectively. Some of the Company's net operating losses are subject to the
Section 382 limitations for offsetting current and future taxable income. Both the federal and Florida net operating
losses will expire beginning in 2026.
The Company and its subsidiary file income tax returns in the U.S. Federal jurisdiction and the state of Florida. The
Bank is subject to U.S. Federal or state income tax examinations by tax authorities for tax years 2010 -2012.
The Company periodically evaluates our income tax positions based on tax laws and regulations as well as financial
reporting requirements. Based on the evaluation, the Company did not have any uncertain tax positions at
December 31, 2013.
The Company and its wholly owned subsidiary will file a consolidated return for both federal and Florida purposes
effective September 25, 2012, the date the Reorganization was completed. Prior to September 25, 2012, the Bank
and its wholly owned subsidiary filed a consolidated federal and Florida return.
40
Packet Page -873-
9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
NOTE 17. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Below presented are the parent company only financial statements as of and for the periods ended December 31,
2013 and 2012.
Condensed Statement of Financial Condition
(dollars in thousands)
Assets:
Interest bearing balances with affiliate
Equity investment in affiliate
Other assets
Total assets
Liabilities and Stockholders' Equity:
Liabilities:
Othcr liabilities
Shareholders' equity
Total liabilities and stockholders' equity
Condensed Statement of Operations
December 31, 2013 December31,2012
$ 469 $ 1,066
72,840 66,683
304 14
S 73,613 $ 67,763
$ 266 S 21
73,347 67,742
S 73,613 $ 67,763
(dollars in thousands)
December 31, 2013
December 31, 2012
Income:
Affiliate interest income
S 3
$ 1
Total income
3
1
Expense:
Intercompany salaries and services
250
107
Reorganaation expense
-
802
Other expenses
634
32
Total expense
884
941
Income before income taxes
(881)
(940)
Provision for income taxes
(328)
-
Income before equity in undistributed 8161i2te earnings
(553)
(940)
Equity in undistributed affiliate earnings
11,647
1,100
Net income
$ 11,094
S 160
41
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9/23/2014 13.A.
TGR Financial, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Condensed Statement of Cash Flows
(dollars in thousands)
December3l, 2013
December3l, 2012
Cash Flows From Operating Activities
Net income
$ 11,094
S 160
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed affiliate earnings
(11,647)
(1,100)
Net change in other assets
(290)
(14)
Net change in other liabilities
245
20
Net cash used in operating activities
(598)
(934)
Cash Flows From Financing Activities
Net proceeds from private placement sale of stock
-
2,000
Net proceeds from warrant exercises
1
-
Net cash provided by financing activities
1
2,000
Net increase in cash and cash equivalents
(597)
1,066
Cash and cash equivalents:
Beginning of period
1,066
-
End of period
$ 469
$ 1,066
42
Packet Page -875-
EXHIBIT A
RFP 2014 -001 Banking Services
PRICING PROPOSAL FORM
First Florida Integrity Bank proposes a bundled, fixed rate fee schedule for banking and custodial
services The First Year of the contract the fee will be waived, resulting in NO CHARGE to the Clerk. For
Years 2 through 5, the fixed fee will be $7,500.00 per month.
The proposed allocation of the fixed fee is presented in the following worksheet that was provided to
FFIB in the Request for Proposal (RFP 2014 -001).
Merchant service pricing is separate and attached as a part of this Exhibit A.
OTHER SERVICES OFFERED:
• FFIB will provide 2 ATM's at no additional charge. FFIB will share 25;6 of the net
profit with Clerk for length of the contract. Additional individual ATM's can be
leased to the Clerk for $1,800.00 per month.
• FFIB will provide 6 Dunbar Cash Safe's at no additional charge for the cash
intensive locations. This would include weekly pickup of canisters and
provisional credit for the length of contract.
FFIB will provide at no additional charge: all endorsement stamps, deposit
tickets and disposable bags for the length of the contract.
• FFIB would like to install up to 24 remote deposit scanners at various locations
at no additional charge. Scanners provided would be Digital Check CX30.
Revised 8/14/2014
Packet Page -876-
9/23/2014 13.A.
General Services
Sample Monthly
Transaction Volume
Special Clerk
Pricing
Allocation
Monthly
Allocation of
$7,500 Fixed
Fee
DISB CCA CHECKS PAID
4,000
0.06
$244
CHK DEPOSIT ITEMS REJECTED
5D0
0.00
$0
CHK DEPOSIT ADJUSTMENT
10
1.22
$12
CHK EXCESSIVE DEPOSIT REJECTS
35
0.00
$0
COMPOSITE GROUP
3
0.00
$0
CHK RETURNED ITEM OR CHARGEBACK
60
1.22
$73
DISB CHECK PAID MICR REJECT & RE
15
0.00
$0
DISB CHECK PAID MICR REJECT & RE
10
0.00
$0
CHK UNENCODED ITEMS DEPOSITED
20,000
0.02
$30S
CHK ENCODED ITEMS DEPOSITED
24,000
0.02
$367
MONTHLY MAINTENANCE
20
9.16
$183
CHK PAPER CHECK ADMIN FEE
40,000
0.00
$0
WIRE INCOMING STRUCTURED
40
0.00
$0
ACH CREDIT RECEIVED
1,000
0.09
$92
ACH DEBIT RECEIVED
100
0,09
$9
ACH ADDENDA RECEIVED
1,000
0.03
$31
DEPOSIT ADMINISTRATION FEE
100,000
0.00
$0
CCA OTHER DEBITS
200
0.09
$18
COMMERCIAL DEPOSITS
2,000
0.15
$305
ZBA PARENT ACCOUNT
3
9.16
$Z7
ZBA SUB - ACCOUNT
20
3,05
$61
ACH DELETION
10
0.00
$0
ACH RETURNED TRANSACTION
35
0.00
$0
ACH NOTIFICATION OF CHANGE
10
1.53
$15
ACH DIRECT SEND MONTHLY MAINT
6
0.00
$0
ACH DIRECT SEND ORIGINATED CR
4,000
0.03
$122
ACH DIRECT SEND ORIGINATED OR
111000
0.03
$336
ACH DIRECT SEND ORIG ADDENDA
300
0.00
$0
ACH CREDIT ORIGINATED
950
0.03
$29
ACH FILE PROCESSED
23
3.05
$70
ACH RETURN /NOC RPT VIA WEB
6
0.00
$0
BILLER DIRECT PREM RECEIVABLE TR
9,000
Priced
Separately by
Priority
Payments
Proposal
Included
Priced
Separately by
Priority
Payments
Proposal
Included
BILLER DIRECT PREM MONTHLY MAINT
1
$0
BKG CNTR DEPOSITED CASH
900,000
0.00
$0
BKG CNTR ORDER
15
0.00
.$0
BKG CNTR ORDER COIN ROLL
60
0.00
$0
BKG CNTR ORDER NOTES STRAP
10
0.00
$0
BKG CNTR ORDER NOTES LOOSE
500
0.00
$o
BKG CNTR DEPOSIT NOTES STRAP
200
0.00
$0
BKG CNTR DEPOSIT NOTES LOOSE
15,000
0,00
- $0
CASH VLT NTWK MONTHLY BASE CHARG
1
0.00
$0
PAPER REPRESENTMENT
30
1 0,00
$0
Packet Page -877-
9/23/2014 13.A.
General Services
Sample Monthly
Transaction Volume
Special Clerk
Pricing
Allocation
Monthly
Allocation of
$7,500 Fixed
Fee
RETURNED REM SPECIAL INSTRUCTIO
B
1.22
$10
RETURNED ITEMS DATA CAPTURE
500
0.00
$0
RETURNED ITEMS DATA CAPTURE
200
0.00
$0
RETURNS MGMT MODULE
1
0.00
$0
RETURNS MGMT MODULE
7
0.00
$0
RETURNED ITEMS PER IMAGE
100
0.00
$0
RETURNED ITEMS PER IMAGE
30
0.00
$0
RETURNED ITEMS PER IMAGE
5
0.00
$0
ECL IMAGE CASH LETTER FILES
12
0.00
$0
ECU IQA VERIFICATION
7
0.00
$0
ECL ECL ITEM CLEAR - ONUS
35
0.00
$0
ECL: EXCESSIVE IQA IMAGE RE1EC
5
0.00
$0
ECL IMAGE TIER 1
400
0.00
$0
ECL: IMAGE TIER 2
100
0.00
$0
ECL: IMAGE TIER 3
5
0.00
$0
ARP MONTHLY BASE CHARGE
12
15.27
' $183
ARP CHECKS PAID
3.000
0.03
$92
ARP CHECKS ISSUED
3.000
0.03
$92
ARP DEPOSIT RECONCILIATION PER 1
2,000
0.03
$61
ARP PAID ITEM TRANSMISSION
2,500
0.00
$0
ARP PAID NO ISSUE
200
0.00
$0
ARP DATA ENTRY
100
0.00
$0
POSITIVE PAY MONTHLY BASE CHARGE
10
15.27
$1S3
BANK MAINTAIN POS PAY EXCPTN
100
0.00
$0
EDM MONTHLY SERVICE FEE
10
0.00
$0
EDM DEPOSIT
20
0.00
$0
EDM DEPOSIT
25
0.00
$0
EDM BEFORE 4:00 PM EST
25
0.00
$0
EDM BEFORE 4:00 PM EST
50
0.00
$0
EDM AFTER 4:00 PM EST
1,200
0.00
$0
EDM ON -US CLEARING
150
0.00
$0
EDM SUBSTITUTE CHECK CLEARING
5
0.00
$0
EDM IMAGE EXCHANGE CLEARING
1,000
0.00
$0
DEPOSIT IMAGING PER ACCOUNT
25
1.53
$38
DEPOSIT IMAGING PER ITEM
100,000
0.01
$916
CHECK IMAGING PER ACCOUNT
2S
0.00
$0
CHECK IMAGING PER ITEM
4.000
0.00
$0
ONLINE IMAGE RETRIEVAL BASE
5
0.00
$0
ONLINE AMP PRIOR DAY BASE
1
0.00
$0
ONUNE AMP PRIOR DAY ACCOUNT
25
0.00
$0
ONLINE AMP PRIOR DAY DETAIL
91500
0.00
$0
ONLINE AMP STOP PAYMENT
50
0,00
$0
ONLINE AMP INTRADAY BASE
I
0.00
$0
ONLINE AMP INTRADAY ACCOUNT
25
0.00
$0
ONLINE AMP INTRADAY DETAIL
800
0.00
$0
Packet Page -878-
9/23/2014 13.A.
General Services
Sample Monthly
Transaction Volume
Special Clerk
Pricing
Allocation
Monthly
Allocation of
$7,500 Fixed
Fee
BILLER DIRECT PREMIUM MINIMUM
450
Priced
Separately by
Priority
Payments
Proposal
Included
Priced
Separately by
Priority
Payments
Proposal
Included
ARP ISSUES REJECTED
20
0.00
$0
MULTI SIGNER BASE CHARGE
2
0.00
$0
PAPER DEPOSIT STATEMENT
25
0.00
$0
BKG CNTR NIGHT DROP USAGE
300
0.00
$0
EDI PASS THROUGH
10
0.00
$0
RLBXCOURIERCHARGES
1
0.00
$0
ONLINE REPORTS MODULE
1
0.00
$0
ONLINE AMP ACH BASE
1
0.00
$0
ONLINE AMP WIRE TRANSFER BASE
3
0.00
$0
RLBX ITEMS PROCESSED
26,000
0.06
$1,588
RLBX EXCEPTION ITEM
100
0.00
$0
RLBX MONTHLY MAINTENANCE
1
61.09
$61
RLBX TRANSMISSION
20
3.05
$61
RLBX SPECIAL PAYMENTS
5
0.00
$0
RLBX DAILY CD ROM
20
3.05
$61
RLBX PER IMAGE
50,000
0.01
$611
WLBX DOCUMENT SCANNED
5,000
0.03
$153
WLBX CD ROM IMAGING
1
0.00
$0
WLBX MAINTENANCE
3
30.55
$92
WLBX ITEM W/ COPY
35
0.09
$3
WLBX ITEM W/O COPY
2.500
0.21
$535
WLBX CASH PAYMENT
1
0.00
- $0
ONLINE AMP WIRE OUTBOUND DOMESTI
60
6.11
$367
ONLINE AMP WIRE OUTBOUND USD INT
5
24.44
$122
ADMIN WIRE OUTBOUND NREP
1
0.00
$0
Total
$7,500
Packet Page -879-
9/23/2014 13.A.
PIPRIORITY Next Generation Bank Card Solutions'
PAYMENTS SOUTH R ONDA*
PREFERRED PRICING
PROPOSAL
Your merchant discount rate is contingent upon IUU% electronic authorization and settlement within 24 hours
of sale. Electronic processing qualifies your transactions for the lowest Visa, MasterC d and Discover
interchange fees. These savings coupled with our technological efficiencies make the best possible rates
available to you.
Ascent Aviation Group providing the AV Card can potentially be replaced by utilizing a product of Elavon
Financial Services (a vendor of FNB) offering a purchasing card if the Clerk would bite to explore further.
Otherwise the fuel sales can remain unchanged to maintain the existing processes and work flow.
MERCHANT PRICING (oosciatmonmb Expcom)
hdcrehangelDues do Assessments Plus (vAwmrsc Posw bamy Expense, pin) 0.08%
Authorize dt Capture Fee IP/Dial 50.06/50.08
Dues & Assessments Fixed Industry Expew
Monthly Service Fee N/C
Moo ft Mis man Few(Maaheor M) S10.0mm
Mon ty /AnnoW PC[ Compliseoe Fee; VC
A®rol Per. Kc
IRS Reporting Fee NIC
7W Val[dsuonFCC NC
Application Toe: NC
Amor=- Eugp - noon- Amos aeccom MIDs w9l be carried over and ime5wed into PPS accounts to mtiatda COOr9Az= rclahomhip
and ptoo , kaIvlmy,
TANGIBLE EQUIPMENT
Hypercom Terminal Models T4220 and newer to be reprogrammed
N/C
Hyperon Terminal Models T4210 and older as well as
all existing Verifoae Equipment to be replaced w/
FD130 PCVEMV Ready Purchase
$399 /ea
Rental
$35 /ea/mo
Lease
S30%a/mo
FD35 Pinpad PCVEMV /Contactless Purchase
$199 1e2,
(Phwaas are not t- q, to each awhos on) Rental
Leas
$15 /ea/mo
$14 /ea/tno
Ingenico IVL255 B1ucTooth (pariring) Purchase
$999/01
Rental
Lease
$89 /ea/no
yymkf w
INTANGIBLE EQUIPMENT
MX Merchant Virtual Terminal $5 /mo/MID
Invoice Pay Included
Link 2 Paw Iodudad
Mobb Pry (Aeoem%k wise any Apple Mobile Device) inch dad
Cnstmser 7?aoidaa Included
BENEFITS AND FEATURES
Centralized Reporting Via MX Merchant Reporting
All MIDs/Batcbes, Deposits, Transaction s, Statements available online historically via
one/multiple logics
LOW Technical/Mer Itant Support
Reprograms, Installations, Troubleshooting done locally by a dedicated T0c .
sa sE 471" STREET CAPE CORAL, FL mw PHONE (977) Y &Mu JONATmm0PPsSFL cw NINMi j%of IlYPAYli 'MFL0WM COY
Packet Page -880-
Collier County, Florida
Service Charge Breakout
FFIS Banking Service Charges
Adjusted
General Services
DISB CHECKS PAID
CHK DEPOSIT ADJUSTMENT
CHK RETURNED ITEM OR CHARGEBACK
CHK UNENCODED ITEMS DEPOSITED
CHK ENCODED ITEMS DEPOSITED
MONTHLY MAINTENANCE
ACH CREDIT RECEIVED
ACH DEBIT RECEIVED
ACH ADDENDA RECEIVED
CCA OTHER DEBITS
COMMERCIAL DEPOSITS
ZBA PARENT ACCOUNT
ZBA SUB - ACCOUNT
ACH NOTIFICATION OF CHANGE
ACH DIRECT SEND ORIGINATED CR
ACH DIRECT SEND ORIGINATED DR
ACH CREDIT ORIGINATED
ACM FILE PROCESSED
RETURNED ITEM SPECIAL INSTRUCTIO
ARP MONTHLY BASE CHARGE
ARP CHECKS PAID
ARP CHECKS ISSUED
ARP DEPOSIT RECONCILIATION PER I
POSITIVE PAY MONTHLY BASE CHARGE
DEPOSIT IMAGING PER ACCOUNT
DEPOSIT IMAGING PER ITEM
RLBX ITEMS PROCESSED
RLBX MONTHLY MAINTENANCE
RLBX TRANSMISSION
RLBX DAILY CD ROM
RLBX PER IMAGE
WLBX DOCUMENT SCANNED
WLBX MAINTENANCE
WLBX ITEM W/ COPY
WLBX ITEM W/O COPY
ONLINE AMP WIRE OUTBOUND DOMESTI
ONLINE AMP WIRE OUTBOUND USD INT
MONTHLY CUSTODIAL FEE
Total
Sample Monthly Transaction
Volume
4,000
10
60
20,000
24,000
20
1,000
100
1,000
200
2,000
3
20
10
4,000
11,000
950
23
8
12
3,000
3,000
2,000
10
25
100,000
26,000
1
20
20
50,000
5,000
3
35
2,500
60
5
Packet Page -881-
Clerk
0.0600 $
1.2500
1.2500
0.0200
0.0200
9.0000
0.0900
0.0900
0.0300
0.0900
0.1500
9.0000
3.0000
1.5000
0.0300
0.0300
0.0300
3.0000
1.2500
15.0000
0.0300
0.0300
0.0300
15.0000
2.5000
0.0100
0.0600
50.0000
3.0000
3.0000
0.0100
0.0300
30.0000
0.1000
0.2000
5.0000
20.0000
0.0000 -
$ 7,500.00
9/23/2014 13.A.
Monthly Fixed
240.00
12.50
75.00
400.00
480.00
180.00
90.00
9.00
30.00
18.00
300.00
27.00
60.00
15.00
120.00
330.00
28.50
69.00
10.00
180.00
90.00
90.00
60.00
150.00
62.50
1,000.00
1,560.00
50.00
60.00
60.00
500.00
150.00
90.00
3.50
500.00
300.00
100.00
9/23/2014 13.A.
My 30, 2014
Collier County Clerk of the Circuit Court
Ms. Aline Bee, Purchasing Specialist
3315 Tamiami Trail East, Ste. 102
Naples, FL 34112 -5324
Dear Alina,
First Florida integrity Bank appreciates the opportunity we had this morning with your selection team.
As a follow up to our meeting, First Florida lategrity Bank will not require the $25 million balance
requirement as originally indicated in the request for proposal.
I have also attached the Positive Pay format that can be used. Please note, our system will customize to
your format if the Clerk should so chose.
r If you have any other further questions, please feel free to contact me directly at 239 -325 -3748.
VSCniorVV'-dant
Treasury Operations
0 201414n* MMwWa VAMMF Mont, M ntbw FDIC. 1 ft M1 HouidW Lowe r, w RWft RWWWML
Packet Page -882-
ACCOUNT NUMBER:
lhifin
ir7,, �
ex
FINANCIAL GROUP
New Account Application Workbook
Account Number (Attention: Different Account Types Require Different Account Numbers):
Account Tide:
Rep Number:
Account Type
❑ Pershing
❑ Investment Advisory *(Select account type of "Pershing" when entering Into InCnetonline)
❑ Direct Mutual Fund/529 Plan
❑ Direct REIT11031
❑ Variable Annuity (C2Mgjaae Form VAS -20QM
❑ Fixed Annuity
❑ Indexed Annuity
❑ Life Insurance
[I Long Tenn Care insurance
❑ Disability Insurance
Notes.,
9/23/2014 13.A.
Page 1 of 18
538 Preston Ave
Meriden. CT 06450
800- 218 -2827
www.infinexgroup.com
e Additional Documentation Required
In6nex mainWns a business continuity plan, including redundant data canters and alternate processing facilities, to address interruptions to its normal worse of
business, These plans are reviewed annually and updated as necessary. The plans outline the scions Infinex will take in the event of a buffing. cri"we, or
regional Incident, including relocating technology and operational personnel b preassigned alternate regional lec flies. Technology data processing can also be
swathed to an alternate regional data center. N In irnex operational faallties we equipped for resumption of business and are tested "were] times per -yaw.
-
"nex's recovery tine objective for business resumption, including erase involving a relocation of personnel or iachnotogy. is eight (8) hour. This recovery
objective may be negatively affected by the unavailability of witenrsl resources and cocumsWees beyond our control. A copy of infinities Business Continuity Plan
is availaWs upon request
Packet Page -883-
ACCOUNT NUMBER:
9/23/2014 13.A.
1 ) Select An Account - CONTINUED
Account Registration
❑ RETIREMENT
❑ Qualified Retirement Plan ❑ IRA ❑ Education ❑ 403(8)
❑ Simple ❑ SEP -IRA ❑ SEP Prototype b SARSEP ❑ Roth ❑ Roth Coversion
❑ RETAIL:
❑ Individual
❑ Transfer on Death- Individual
Agreement Execution Date / /
❑ 529
❑ Joint Tenant Account Are the account holders married to each other? ❑ Yes ❑ No
Tenancy State:_ Number of Tenants:_
Tenancy Clause: ❑Community Property ❑ Tenants by Entirety
❑ Community Property with Rights of Survivorship ❑ Tenants in Common
❑Joint Tenants with Rights of Survlvorship ❑ Usufruct
❑ Transfer on Death- JointiComalste Form TODJ- 211086'
Agreement Execution Date / /
❑ Estate (Complete Form AD*2009)*
Page 2 of 18
Person or Entity Appointed to Act on Behalf of the Account:
❑ Executor ❑ Executrix ❑ Administrator ❑ Special Administrator a Temporary Administrator Personal Rep
❑ Trust (Comateta Famt TClP X009)' Establishment Onto:
Trustees:
❑ Charitable ❑ Revocable Beneficiaries:
❑ Family ❑ Testamentary Can the Trustees Act Independently? ❑ Yes ❑ No
❑ Irrevocable ❑ irrevocable Living
❑ Living
❑ Power of Attorney* Power of Attorney Name: Limited ❑ Full ❑
❑ Custodian for Minor* State in Which Gift was Given: Date Gift Was Given: / / Minor's Date of Birth: 1 I
Age Designated to Terminate:
Manner in Which Gift Was Given: ❑ Trust ❑ Will ❑ Created by Gift
❑ Exercise by Appointment ❑ Transfer by Fiduciary or Obligor
Select One: ❑ Uniform Gift to Minors Act
❑ Corporate Penslon/Profit Sharing Plan Name:
Trustees:
Infsnex Investments. hie.
Beneficiaries:
❑ Qu"fied* ❑ 403(8)' Third Party Custodian:
❑ Individual (K)' ❑ 457'
❑ 401(K)' ❑ Other'
* Additional Documentation Required
Packet Page -884-
,)AK -2009)
ACCOUNT NUMBER:
1 ) Select An Account - CONTINUED
Account Registration Continued
Additional Retail Types:
❑ investment Club (Comoiats Form tCA.2W
❑ Corporation tCUM2121e Form MA0991'
❑ Government EntltylAgency
❑ Guardianship•
❑ Conservatorship*
❑ Exempt Organization' lComlets Fwm CR or N911:2921
❑ Partnership tComatate Form PA•20011'
❑ Financial Organization'
❑ Non -Profit Organization tCompho Farm CR or (SCR- 20D11'
❑ Sole Proprietorship ICommeea Farm CSP-409>ti'
❑ Non - corporate (Comnlleise Form NCR 2009 '
❑ Limited Liability Company (Cw= ft form CR or NCR-20011'
❑ Limited Partnership i[Comph R Fo m CR or NCR -21W
❑ Other'
9/23/2014 13.A.
Pogo 3 of 19
* Additional Documentation Required
Intinex Investments, Inc. [AK- 20491
Packet Page -885-
ACCOUNT NUMBER:
Primary Applicant
Contact Information
❑ Mr. ❑ Mrs. ❑ Ms, ❑ Dr. Suffix ❑ Sr. ❑ Jr.
First Name Middle Name Last Name
Permanent Address
City
State ZIP Code Country
Work Phone Home Phone Mobile Phone Email Address
❑ Please check if you have been at your current home address for less than one year.
Mailing Address (if different from above)
Apt/Suite No.
Apt/Suite No.
9/23/2014 13.A.
City Stale ZIP Code Country
Are you:
❑ Single ❑ Married ❑ Domestic Partner ❑ Divorced ❑ Widowed Number of Dependents:
Employment Status
Are you currently:
❑ Employed ❑ Self- Employed ❑ Not Employed ❑ Retired ❑ Student ❑ Other.
Job Title Occupation
Employer Years with this Employer
Business Address
Apl/Suite No.
City State ZIP Code Country
USA PATRIOT Act Information (Required by Federal law— See page 1)
AD applicants (excluding Corporations) please provide the information below. Non - resident aliens, also include a completed W -BEEN.
Page 4 of 18
Date of Birth (mm /ddyyyy) Social Security or Taxpayer ID No. State Issued In Country of Citizenship
ID No. (Select one): ❑ Driver's License ❑ Passport ❑ State ID ❑ Other Government- issued ID Place /Country of Issuance
Issue Date (mmyyyy) Expiration Date (mmlyyyy) Country of Tax Residence (if different than country of clitzenship)
Infinex Investments, Inc.
Packet Page -886-
(AK- 2009),
9/23/2014 13.A.
ACCOUNT NUMBER: Page S of 16
J Please Tell Us About Yourself -- CONTINUED
Co- Applicant, Officer, or Custodian (if applicable) (Multiple Forms May Be Used)
Contact Information
❑ Mr. ❑ Mrs. ❑ Ms. ❑ Dr. Suffix ❑ Sr. ❑ Jr.
First Name Middle Name
Last Name
❑ Use the some contact Information listed for the primary applicant.
Permanent Address
Apt/Suite No.
City State ZIP Code
Country
Work Phone Home Phone Mobile Phone
Email Address
❑ Please check if you have been at your current home address for less than one year.
Mailing Address (if different from above)
AptlSutte No.
City State ZIP Code
Country
Are you:
❑ Single ❑ Married ❑ Domestic Partner ❑ Divorced ❑ Widowed Number of Dependents:
Employment Status
Are you currently:
❑ Employed ❑ Self- Employed ❑ Not Employed
Job Title
Employer
Business Address
❑ Retired ❑ Student ❑ Other.
Occupation
Years with this Employer
Apt/Suite No.
City State ZIP Code Country
USA PATRIOT Act Information (Required by Federal Law —See page 1)
All applicants (excluding Corporations) please provide the Information below. Non - resident aliens, also include a completed W$BEN.
Dale of Birth (mmlddlyyyy) Social Security or Taxpayer ID No. State Issued In Country of Citizenship
ID No. (Select one): ❑ Driver's License ❑ Passport ❑ State ID ❑ Other Government- issued ID Place /Country of Issuance
Issue Date (mmyyyy) Expiration Date (mm") Country of Tax Residence (if different than country of citizenship)
tnbnex Investments. Inc.
Packet Page -887-
(AK -2009)
9/23/2014 13.A.
ACCOUNT NUMBER: Page 6 of 16
2 ) Please Tell Us About Yourself— CONTINUED
All Applicants (Multiple Forms May be Used)
Industry and Other AHifiat)ons
Primary Applicant � Co- Applicant Are you, your spouse, or any other immediate family members, including parents, in -laws,
siblings and dependents:
i
❑ Yes ❑ No ❑ Yes ❑ No Employed by or associated with the securities Industry (for example, a sole proprietor,
partner, officer, director, or branch manager of a broker - dealer firm) or a financial
regulatory agency?
If yes, please specify entity below. If employed by the entity and, if required, please provide a
j letter from your employer (with this Application) approving establishment of this account.
i
I ❑ Broker- Dealer or Municipal Securities Dealer ❑ Investment Adviser
❑ FINRA ❑ State or Federal Securities Regulator
Name of entily(ies):
❑ Yes ❑ No j ❑ Yes ❑ No An officer, director or 10% (or more) shareholder In a publicly -owned company?
Name of company and symbol:
❑ Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No A senior military, governmental or political official in a non -US country?
Name of country:
(Flans may consider whether to include this question in the context of their nsk assessment procedures and the
products and services they offer.)
❑ Yes ❑ No Will you be giving DISCRETION over this account?*
If yes, to whom: Pri: Co:
What is this person's relationship to you? Prig Co:
❑ Yes
❑ No ❑ Yes
,
❑ No
❑ Yes
❑ No 1 ❑ Yes
❑ No
❑ Yes
❑ No ; ❑ Yes
❑ No
❑ Yes
❑ No f ❑ Yes
❑ No
❑ Yes ❑ No i ❑ Yes ❑ No
Are you a bank officer, director or other official of this networking bank?
is this account a private banking account defined under the USA PATRIOT ACT?
is this account for a foreign bank as defined under the USA PATRIOT ACT?
Are you maintainsrp any other brokerage accounts?
11 'Yew. whore?
Do you have a bank account?
If 'Yes'. where?
❑ OFAC Completed by Representative (Please attach pnntout)
infinex Investments, Inc.
*ADDITIONAL DOCUMENTATION REQUIRED
Packet Page -888-
IAK -2009)
ACCOUNT NUMBER:
2 ] Please Tell Us About Yourself— CONTINUED
Household Financial Background
Please tell us your best estimate as to:
❑ Please check if aggregated for aA account holders under Primary Account Holder
ANNUAL INCOME'
(from all sources)
Pri I Co
❑ ❑ $25,000 and under
❑ ❑ $25,001 - 60,000
❑ ❑ 550,001 - 100,000
❑ ❑ $100,001- 250,000
❑ ❑ $250,001- 500,000
❑ ❑ Over $500,000
ANNUAL EXPENSES'
(recurring)
• Not Required—
Pri I Co
❑ ❑ $50,000 and under
❑ ❑ $50,001 - 100,000
❑ ❑ $100,001- 250,000
❑ ❑ $250,001- 500,000
❑ ❑ Over $500,000
Inbnex investments, Inc.
NET WORTW
(excluding your residence)
Pri I Co
❑ ❑ $25,000 and under
❑ ❑ $25,001- 50,000
❑ ❑ $50,001- 200,000
❑ ❑ $200,001- 500,000
❑ ❑ $500,001- 1,000,000
❑ ❑ $1,000,001- 3,000,000
❑ ❑ Over $3,000,000
SPECIAL EXPENSES'
(future, non- raeurring)
•"Not Required"'
Pri I Co
❑ ❑ $50,000 and under
❑ ❑ $50,001 - 100,000
❑ ❑ $100,001- 250,000
❑ ❑ Over $250,000
Timakams for special expenses:
Pri I Co
❑ ❑ Wilhln 2 years
El [] 3-5 years
❑ ❑ 6-10 years
9/23/2014 13.A.
Page T of 18
LIQUID NET WORTH TAX RATE
(highest marginan
Pri I Co Pri I Co
❑ ❑ $25,000 and under ❑ ❑ 0 -16%
❑ ❑ $25,001 - 50,000 ❑ ❑ 16 -25%
❑ ❑ $50,001- 200,000 ❑ ❑ 26 -30%
❑ ❑ $200,001- 500,000 ❑ ❑ 31 -35%
❑ ❑ $500,001 - 1,000,000 ❑ ❑ Over 35%
❑ ❑ $1,000,001- 3,000,000
❑ ❑ Over $3,000,000
h Annual income includes income from sources such as employment, alimony,
social security, Investment income, eta
2 Net worth is the value of your assets minus your liabilities. For purposes of
this application, assets include stocks, bands, mutual funds, other securities,
bank accounts, and other pemonal property. Do not include your primary
residence among your assets. For liabilities, include any outstanding bans,
credit cant balances, taxes, eta Do not include your mortgage.
3 Liquid not wont is your net worth minus asset that cannot be converted
quickly and easily Ito cash, such as real estate, business equity, personal
property and automobiles, expected inheritances, assets earmarked for other
purposes, and Investments or accounts sub)ad to substantial penalties if they
were sold or if assets were withdrawn from them.
.An nual expenses might include mortgage payments, rent, long -term debts,
udfft alimony or child support payments. etc.
a Special expenses might include a home purchase, remodeling a home, a car
purchase, education, medical expenses, aft,
Packet Page -889-
IAK -2009)
ACCOUNT NUMBER:
Financial Investment Experience
9/23/2014 13.A.
Page 0 of 18
We are collecting the information below to better understand your investment experience. We recognize your responses may change over time
as you work with us.
Please check the boxes tha( best describe your investmen(experienoe to date.
Investment
1 Stock Funds
2 Bond Funds
3 Exchange Traded Funds
4 Individual Stocks
5 Bonds
6 Options
7 Securities Futures
8 Fixed Annuities
9 Variable Annuities
10 Indexed Annuities
11 Alternative
Please Describe
12 Margin
Non - Investment Products
13 Savings
14 Bank CD's
15 Cash
Years experience
❑ 0 ❑ 1 -5 ❑ Over 5 1 ❑ 0 ❑ 1 -5 ❑ Over 5
16 Other (describe)
May include structured products, hedge funds, etc.
Infinex Investments, Inc.
Packet Page -890-
Allocated Investments
(Aggregated foray account
holders and may be expressed
inSor%)
1
2
3
4
5
6
7
B
9
10
11
13
14
15
16
wK -20091
Primary Applicant
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
D Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5'
❑ 0
❑ 1 -5
❑ Over 5
❑ 0 ❑ 1 -5 ❑ Over 5 1 ❑ 0 ❑ 1 -5 ❑ Over 5
16 Other (describe)
May include structured products, hedge funds, etc.
Infinex Investments, Inc.
Packet Page -890-
Allocated Investments
(Aggregated foray account
holders and may be expressed
inSor%)
1
2
3
4
5
6
7
B
9
10
11
13
14
15
16
wK -20091
Co-Applicant
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1.5
❑ Over 5
❑ 0
❑ 1 -5
❑ over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
❑ 0
❑ 1 -5
❑ Over 5
D 0
D 1 -5
❑ Over 5
❑ 0 ❑ 1 -5 ❑ Over 5 1 ❑ 0 ❑ 1 -5 ❑ Over 5
16 Other (describe)
May include structured products, hedge funds, etc.
Infinex Investments, Inc.
Packet Page -890-
Allocated Investments
(Aggregated foray account
holders and may be expressed
inSor%)
1
2
3
4
5
6
7
B
9
10
11
13
14
15
16
wK -20091
9/23/2014 13.A.
ACCOUNT NUMBER: Page g of 18
3 ) Tell Us How You Intend to Use This Account — CONTINUED
The more we know about you and your goals for this account, the better we can serve you. Please answer the following questions about your
investment objectives, financial situation and attitude toward Investment risk to help us determine which investment products and strategies are
suitable for you.
The investments in this account will be (check one):
❑ Less than 113 of my financial portfolio
❑ Roughly 1l3 to 213 of my financial portfolio
❑ More than 213 of my financial portfolio
Account Objective (check all that apply)
❑ Generate income for current or future expenses
❑ Pariiatly fund my retirement
❑ %hotly fund my retirement
❑ Steadily accumulate wealth over the long term
❑ Preserve wealth and pass It on to my heirs
❑ Pay for education
❑ Market speculation
❑ Other:
When is the earliest you expect to need the funds from this account (Investment firnstrame)'?
years Is this a laddered investment strategy?
Excluding RMDs and Income distributions ❑ Yes ❑ No
Select the category that best describes the risk that you are willing to take In this account
Investing involves risk. Different investment products and strategies involve different degrees of risk. The higher the expected returns of a
product or strategy, the greater the risk that you could lose most of your investment. Investments should be chosen based on your objectives,
bmetrame. and tolerance for market fluctuations.
Please select the degree of risk you (and any co- applicants, If applicable) are willing to take with the assets in this account, in light of the
purpose(s) you identified above.
❑ Conservative. I want to preserve my initial principal in this account, with minimal risk, even if that means this account does not generate
significant income or returns and may not keep pace with inflation.
❑ Moderately Conservative. I am willing to accept low risk to my initial principal, including tow volatility, to seek a modest level of portfolio
returns.
❑ Moderate. I am willing to accept some risk to my initial principal and tolerate some volatility to seek higher returns, and understand i could
lose a portion of the money invested.
❑ Moderately Aggressive. I am willing to accept high risk to my initial pnnopal, including high volatility, to seek high returns over time, and
understand I could lose a substantial amount of the money invested.
❑ Significant Risk. I am wiping to accept maximum risk to my initial principal to aggressively seek maximum returns, and understand I could
lose most, or all, of the money invested.
Packet Page -891-
9/23/2014 13.A.
ACCOUNT NUMBER: Page 10 of 18
4 Tell US HOW YOU
Please tell us how you are funding this account (check all that apply):
❑ Income
❑ Pension or retirement savings
❑ Funds from another account
❑ Gift
❑ Sale of business or property
❑ insurance payout
❑ Inheritance
❑ Social Security benefits
❑ Home Equity Line of Credit/Reverse Mortgage
❑ Other.
Account Features (Check AN That Apply)
❑ ProCash Pkis lCompho Egn PC )'
❑ Margin '
❑ Option tGantaleta Farm 0/1rrN}0g)'
❑ ACH Authorization +Canalst,a Form ads)'
❑ ACH Authorization for Retirement Accounts
IC&mnkft Form )*
❑ IRA Systematic Distribution IComgta Fomk Rt}-2006 }'
❑ SelectL ink (Comalete Form SL- 2aeej'
❑ Systematic Purchase/Redemphon
(Conwhite Form $P1SR 200g }'
❑ Standing Letter of Authorization (C aft Form BLOI-
❑ NetExrhange Client (Conatto FomrCOA- 211010
❑ Trading Authorization (Gpmatets Fwm TA 2009 }'
❑ Account Transfer (Comoleta EMTOA -20W
❑ PES (Cost Basis)
❑ Resource Checking (retirement accounts only)
IConolete Form RC-
Not Exchange Client Application: (Pershing accounts only)
Account Number(s):
List all account numbers with an optional description of the account type to help you dMarentiate multiple accounts once you are logged into
NetExchange Client® (for example, retail account or retirement account).
Account Number
Account Number
Descnpbon (Optional)
Description (Optional)
Account Number
Account Number
Description (Optional)
Description (Optional)
User Identification:
Your user ID must be between four and ten characters long. Please provide three potential user IDs, in case your fast or second choice is
already taken. You do not need to provide an ID for each account; all accounts listed above wig be linked to the same ID. You will be sent an
e -mail notdying you which user ID was selected, or Indicating any modifications, If they were necessary.
1. Potential User id
Account Information:
Date of Birth
2. Potential User Id
Mother's Maiden Name (for password)
3. Potential User Id
E -Mail Address
*ADDITIONAL DOCUMENTATION REQUIRED
Packet Page -892-
9/23/2014 13.A.
ACCOUNT NUMBER: Page 11 of 1a
5 ) Tell Us How You Want to Work With Us— CONTINUED
Managing Your Cash
Sometimes there Is cash In your account that hesn't been Invested. For example, you may have just deposited money into your account without
giving Instructions on how to invest it, or you may have received cash dividends or Interest. We will automatically place —or "sweep" —that cash
Into one of the each management programs listed below —also called 'cash sweep programs.' Cash management programs dffer different
benefits and risks, Including different Interest rates, customer protections and Insurance coverage (namely, FDIC or SIPC coverage). Some
may have certain eligibility criteria, such as minimum cash balances and specific account types.
Please choose one of the cash management programs listed below. You may Instruct us to change your selected cash management
program at any time to another, if you meet the eligibility criteria of the now cash management program. If you do not choose one, we
will automatically place your uninvested cash Into the default cash management program, which will be [XXXX]. We will give you
advance notice of any change In your choice or of the options generally available to you. We may need your consent for certain changes, but
not for others. We reserve the right to terminate, without prior notice, the Money Market Fund sweep program that you select and move your
cash balance Into an FDIC4nsured bank account. For mote information on available cash management programs, please see [Cash
Management Disclosure Document]. which we will provide to you.
Sales proceeds (check one):
❑ Mail check to the address of record
❑ Sweep into Money- Markel Fund
Securities Investor Protection Corporation (SIPC*) Protected
❑ FCR
❑ Other:
❑ Sweep Into Money- Market Deposit Account
Federal Deposit Insurance Corporation (FDIC) Insured
❑ RFI
❑ Other.
Dividendstinterest (check one):
❑ Mail check to the address of record
❑ Sem]Monthly ❑ Monthly ❑ Quarterly
❑ SemiAnnually ❑ Annually
First Payment Date:
❑ Send directly to your bank account tGUM210
❑ Sweep Into same investment as Indicated at left
❑ Other.
• SIPC protects customers of brokerage firms that are dosed due to bankruptcy or other bnancial difficulty. Each customer may be protected up to $500,000,
inducting up to $100,000 In cash held in the account SIPC coal cover any missing customer securities when the brokerage fails, whether the idler dies am missing
due to conversion, theft unauthorized trading or other reasons. SIPC does not protect against ordinary market loss. Not every Investment is protected by SIPC and
some customers may be ineligible to have their dams satisfied with SIPC funds. Mort information can be found at www.sipc.org or by tolling 1- 202 - 371 -8300.
-Under FDIC coverage, if a bank or savings essorbtion falls, each depositor generally is Insured for up to $100,000 ($2S0,000 effective October 3. 200& through
December 31, 2012) for non - retirement accounts, and Lip to $250,000 for IRAs and cotton other retirement acmunts. The FDIC coverage does not insure securities
or mutual funds. More information can be found at www3dr -gov or by contacting the FDIC at 1- 877 -ASK -FDIC.
*ADDITIONAL DOCUMENTATION REQUIRED
Packet Page -893-
9/23/2014 13.A.
ACCOUNT NUMBER: Page 12 of IS
5 ) Tell Us How You Want to Work With Us— CONTINUED
Interested Party (optional)
Please send duplicate copies of the following documents to the person listed below:
0 All Communications 0 Trade Confirmations, Account Statements, and Tax - Related Documents 0 Tax - Related Documents Only
0 Mr. 0 Mrs. 0 Ms. 0 Dr. Suffix 0 Sr. 0 Jr.
First Name (Entity)
Middle Name Last Name
Address Apt/Sulte No.
City State ZIP Code Country
Relationship to Primary AppllcanUCo-Applicant:
Back -Up Contact Information
If we are unable to reach you for the period of time stated in the Terms & Conditions, you authorize us to contact the person listed below and to
disclose information about you in order to confirm the specifics of your current contact information, health status, and the identity of any legal
guardian, executor, trustee, or holder of a power of attorney.
Note: Your back -up contact should not be a co-applicent.
0 Mr. 0 Mrs. 0 Ms. 0 Dr. Suffix 0 Sr. 0 Jr.
First Name
Address
City
Work Phone
State
Home Phone
Relationship to Primary Applicant/Co-Applicant:
Investment Choices
Middle Name
Last Name
ZIP Code Country
Mobile Phone Email Address
Apt/Suite No.
0 I intend to fund this account with a transfer of assets from another account with no anticipated changes to those holdings
❑ I have not reached a decision of the best investment vehicle at this kme and will leave my funds in cash or the money market mutual fund.
❑ On , I/we purchasedisold dollars /shares of
and / or I/we purchased /sold dollars /shares of
and / or I/we purchased /sold dollars /shares of
and/or I/we purchased/sold dollars /shares of
Packet Page -894-
ACCOUNT NUMBER:
Customer Initials Pri: /co:
9/23/2014 13.A.
Page 13 of 18
FOR ALL ACCOUNTS
•
UM have received the Infinex Financial Group new account application for my /our records.
• WW have received the Infinex Financial Group Notice of Privacy Policies
• WVo understand my /our Investment is being made through Infinex Investments, Inc. (Infinex) a registered broker /dealer and a
licensed Insurance agency. Although Infinex offers services on the premises of the Bank. It is a separate company and not affiliated
with the Bank.
• I/1Ne understand that this Investment may not be appropriate for short-term objectives.
• I/We understand that Uwe can surrender my /our investment at any time, but because of sales charges or market conditions; Uwe may
receive more or less than my /our original Investment.
• I/We understand that past performance does not guarantee future results.
• I/INe understand that bank employees may receive a fee from the bank if they referred me to Infinex Investments. Inc.
• UWe understand that my non - deposh investment product is subject to risk, including the possible loss of value.
• IMe understand that neither Infinex nor its representatives provide tax advice. UWo have been advised to consult mylour tax advisor
regarding my /our investment choices and decisions.
Customer Initials Pri: /Co:
• I/INe understand that in addition to any standard sales loads and charges, Infinex Investments may receive a marketing allowance or
other compensation from the mutual fund family or Insurance company as a result of mylour investment. Investment representatives
are not told which mutual fund families or insurance companies pay this compensation to Infinex Investments, and the investment
representative does not receive a share of these payments.
Customer Initials PH: /Co: FOR MUTUAL FUNDS
• IM/e understand that my non - deposit investment product is:
• Not insured by the FDIC or any other agency of the United States
• Not a deposit or other obligation of any bank or bank affiliate
• Not Insured or guaranteed by any bank, bank affiliate or Infinex Investments. Inc.
• The charges that We will Incur with this investment have been disclosed and explained:
• Front End sales charges will be deducted Irom my principal at the time of purchase. AND/OR
• Applicable declining sales or surrender charges will be deducted from my principal at the time of sale
• I/We have received an applicable prospectus dated within the last thirteen (13) months.
Customer Initials Pri: ►Co: FOR BROKERED CERTIFICATES OF DEPOSIT
IANe understand that my /our certificate of deposit may be subject to FDIC insurance.
• UWIe understand that mylour certificate of deposit Is not a deposit or obligation of or insured by Infinex or any bank or bank affiliate
other then the bank named in the title of the cenifirate of deposit.
•
I/We understand that unlike bank certificates of deposit, brokered certificates of deposit may have surrender penalties or be subject to
market nsk that may cause my certificate of deposit to decrease In value when sold, redeemed, or surrendered.
Customer initials Pri: /co: FOR REIT TRANSACTIONS
• IANe understand that REITs (Real Estate Investment Trusts) are subject to Investment limits and that no more than 10% of my /our
liquid net worth should be invested In a REIT.
• I/We understand that REITs (Real Estate Investment Trusts) transactions may be available only to Investors who meet certain income
levels.
• W1/e understand that REIT's (Real Estate Investment Trusts) may not be as liquid as other Investments.
• IlWe understand that my non - deposit investment product Is:
• Not insured by the FDIC or any other agency of the United States
• Not a deposit or other obligation of any bank or bank affiliate
• Not insured or guaranteed by any bank, bank affitlate or Infinex Investments, Inc.
Packet Page -895-
9/23/2014 13.A.
ACCOUNT NUMBER: Page 14 of 18
6) Client Acknowledgement and Disclosures (Continued)
Customer►n►t►a ►s Pri: /Co: FOR VARIABLE ANNUITIES ONLY
• My /Our investment Includes an Initial surrender charge of % which declines to % over veers after
Uwe made the Initial purchase payment. Thereafter, there will be no sales charge.
Withdrawals Uwe make before I reach age 59% may be subject to a 10% tax penalty, since this is a tax - deferred annuity.
• I/M understand that my non - deposit Investment product is:
• Not Insured by the FDIC or any other agency of the United States
• Not a deposit or other obligation of any bank or bank affiliate
• Not insured or guaranteed by any bank, bank affillate or Infinex Investments, Inc.
• I/V1fe have received an applicable prospectus dated within the last thirteen (13) months.
• UWe understand that Uwe will receive no additional tax advantage by funding my /our annuity with qualified money.
Customer►n►Na►s Pri: ►Co: FOR FIXED ANNUITIES ONLY
• I/t understand that my /our (heed annuity Is being purchased through Infinex investments, Inc. (Infinex), an Independent insurance
agency not affiliated with my /our bank. The Agency Is acting only as the agent of the Insurance company issuing mtdour fixed
annuity.
• I/Illfe understand that the principal of a fixed annuity is guaranteed by the Insurance company that Issues the annuity contract, and
that, generally, the greater the financial strength of the insurance company, the less risk to principal.
• Withdrawals We make before i reach age 59% may be subject to a 10% tax penalty, since this Is a tax - deferred annuity.
• M understand that my non-deposit Investment product is:
• Not Insured by the FDIC or any other agency of the United States
• Not a deposit or other obligation of any bank or bank affiliate
• Not insured or guaranteed by any bank, bank affilate or Infinex Investments, Inc.
• My /Our Investment objective Is long-term tax - defend growth.
• I/We understand that my /our fixed annuity has an initial interest rate for vear(s) which will be adjusted afterward (generally
at one year Intervals).
• I/UYe understand that my /our fixed annuity has an Initial Interest rate of % for years) which declines to
% for the following year(s).
• UY1/e understand that if We surrender (that Is, cash In or liquidate) my/our annuity, Uwe will be charged an initial surrender charge by
the issuing insurance company of either
• %
which declines to % after we have owned this annuity for years
% which declines to % after years from the data of each purchase payment.
• My /Our investment Includes a period of days within which I may surrender penalty free years after my /our
Initial purchase. Thereafter, my /our Investment will have a surrender penalty of % which declines to % over
vests.
• I/1A4e understand that We will receive no additional tax advantage by funding my/our annuity with qualfied money.
Customerfn►tiats Prl: ►Co: FOR OTHER INSURANCE ONLY
• UWe understand that If Itwe have applied for a loan or extension of credit with the bank and Uwe are required to purchase msurance
that•.
• The Insurance product may be purchased from an insurance producer of my /our choice.
• My /Our choice of another insurance producer shall not affect the credit decisions of the bank.
• Insurance products are available from Insurance producers other than Infinex Investments, Inc. IIWe understand that my non- deposit
investment product Is:
• Not Insured by the FDIC or any other agency of the United States
• Not a deposit or other obligation of any bank or bank atfifiele
Packet Page -896-
ACCOUNT NUMBER:
9/23/2014 13.A.
Page 15 of 1s
Confirmations and Signatures — Please Read Carefully
By signing this Application, you affirm that you have received and read this Application and any supplemental documents governing this rela-
tionship. You affirm that the information you have provided is accurate and you agree to notify us of any changes in the information provided.
Tax Withholding Certifications
Please check all boxes that apply, and sign and date below.
Classification (required): ❑ Indivbualtsole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trusuestate
❑ Limited Uabllity company. Enter the tax o[assi5calion (C -C Corporation. S -S Corporation, P- Partnership) ->
Primary Applicant Co- Applicant
❑ ❑ U.S. Person: Under penalty of perjury, I certify that: (1) 1 am a U.S. citizen, U.S. resident alien or other
U.S. person, and the Social Security Number or Taxpayer Identification Number provided M this
Application is correct (or I am waiting for a number to be Issued to me); and (2) 1 am not subject to
backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to
report all Interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup
withholding.
For accounts exempt from backup Wiltholdinp (if you are unsure, ask us for a complete set of IRS instructions) write
the wort 'Exempt* here:
❑ ❑ Certification Instructions: You must check this box If you cannot certify to item (2) above, meaning
that you have been notified by the IRS that you are currently subject to backup withholding because
_ you have failed to report ail interest and dividends on your tax return.
❑ ❑ Non - Resident Alien: I certify that I am not a U.S. citizen, U.S. resident alien, or other U.S. person for
U.S. tax purposes, and I am submitting the applicable Form W-8 with this form to car* my foreign
status and, if applicable, claim tax treaty benefits. IForm W-8 Ben)
Note: By signing and dating this tort, all applicants authorize the disclosure of their names, security posttion(s) and contact information, for
purposes of receiving official communications concerning municipal securities, ifrelevent, to (s) an issuer of municipal securities; (b) a trustee
for an Issue of municipal securities in its capacity as trustee; (c) a state or federal tax authority or (a>) a custody agent for a stripped coupon
municipal securities program in Its capactly as custody agent. For mare Information, please see MSRS Rules G- 8(a)(xi) and G- 15(g)(19)(A).
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required
to avoid backup withholding.
SIGNATURES
NOTE: This document contains a predispute arbitration clause found in t he Client Agreement In Section 9 of this application and
located In paragraphs 13 314.
Primary Applicant Name (please print)
Primary Applicant Signature Data
Co- Applicant Name (please print)
Co-Applicant Signature Date
Representative Signature Date
Principal Signature Date
Second Principe[ Signature (if required)
Date
Please fax your completed Application to (1- 203 - 599.6001) or deliver by other means to Infinex Investments, Inc 538 Preston Avenue, Meriden, CT 08450
Packet Page -897-
ACCOUNT NUMBER:
9/23/2014 13.A.
Page 16 of 18
Protecting the privacy of our customers' personal Handal information Is extremely important to the Infinex Financial Group family of
companies ("Infinex). We know that our customers provide confidential Information to us In the course of our business, and we are committed
to treating that information responsibly. This Notice outlines our practices regarding the collection and use of our customers' nonpublic personal
Information. This Notice is given on behalf of the following Infinex companies: Infinex Investments, Inc. and Infinex Insurance Agency of
Massachusetts. Inc.
1. Information We May Collect
We may collect nonpublic personal Information about you from the following sources:
• Ihformation we receive from you on applications and other fortes
• l hfornetion about your transactions with us, our affiliates, or others; and
• tnformation we receive from a consumer reporting agency.
II. Information We May Disclose
We may from time to time disclose some or ail of the information we coiled (as described above) to our affiliates or nonaffiliated third
Parties.
III. Disclosures to Affiliates and Third Parties
We may disclose nonpublic personal information to members of the Infinex family of companies ralli istesl and others ('third
parties') as follows:
A. We may from time to time disclose some or all of the nonpublic personal Information we coiled (as described above) to
companies that perform services on our behalf, including marketing services, or to other financial Institutions with which we
have joint marketing agreements.
B. We may disclose some or all of the nonpublic personal Information we coded as permitted by law, such as to credit
reporting companies or servicing or processing companies, or in response to a subpoena.
C. We may disclose some or all of the nonpublic personal information we collect to the following types of affiliates and third
parties:
Financial service providers, such as banks, securities broker - dealers and insurance agents and companies.
IV. Our Security Procedures
We have policies in place that are designed to limit access to nonpublic personal information to those employees who creed to access
that information in order to conduct our business operations or to provide products or services to you. We maintain physical.
electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
V. Additional Information
We reserve the fight to change this Notice, and to apply changes to information previously collected, as permitted by taw. This Notice
Is merely a summary of seled aspects of our privacy policies and procedures and does not constitute a contract.
It you cease to be our customer (for example, your account is dosed or becomes inactive), our practices as described in this Notice,
as changed from time to time, will continue to apply.
Packet Page -898-
9/23/2014 13.A.
ACCOUNT NUMBER: Page 17 of 18
Whenever the above signed does not, on or before the settlement date, pay in fug for any security purchased for the account of the above
signed, or deliver any security sold for such account, you are authorized (subject to the provisions of any applicable statute. rule or regulation),
(a) Until payment or delivery is made In full, to pledge, repiedge, hypothecate, or rehypothecate, without notice, any or all securities
which you may hold for the above signed (either individually or jointly with another), separately or in common with other securities or
commodities or any other property, for the sum then due or for a greater or lesser sum and without retaining in your possession and
control for delivery a like amount of similar securities, and/or
(b) To sell any or all securities which you may hold for the undersigned (either individually or jointly with cihers), or to buy In any or all
securities tequked to make delivery for the account of the undersigned, or to cancel any or all outstanding orders or commitments for
the account of the above signed.
You are authorized, In your discretion, should the above signed die or should you for any reason whatever deem it necessary for your
protection. without notice, to cancel any outstanding orders in order to dose out the accounts of the undersigned, in whole or in part, to dose
out any commitment made on behalf of the above signed.
3. General Provisions
Any sale, purchase or cancellation authorized hereby may be made according to your judgment and at your discretion on the exchange or other
market where such business is then usually transacted. or at public auction, or at private sale without advertising the same and without any
notice, prior tender, demand or call: and you may purchase the whole or any part of such securities free from any redemption, and the
undersigned shall remain fable for any deficiency. It is further understood that any notice, prior tender, demand or call from you shag not be
considered a waiver of any provision of tits agreement. The above signed shall include any person executing this agreement of the front
thereof. You shag include the bank, broker or other financial institution which opened the account of the above signed.
4. Successors
This agreement and its provisions shall be continuous, and shag inure to the benefil of your present organization, and any successor
organization or assigns, and shall be binding upon the above signed and/or the estate, executors. administrators and assigns of the above
signed.
S. An@
The above signed, If an individual, represents that he or she is of full age.
S. Interest In Account
No one except the above signed has an interest in any of its accounts with you unless such interest is revealed in the tide of such account and
In any case the above signed has the interest indicated in such tide.
T. Orders and Stateme is
Reports of the execution of orders and statements of the account of the above signed shall be conclusive If not objected to in writing, the former
within two days and the latter within ten days. after forwarding to you by the above signed by mail or otherwise.
8. Force Maleure
You shall not be liable for loss or delay caused directly or indirectly by way, natural disasters, government restrictions, exchange or market
rulings or other conditions beyond your control.
9. Fees and Charmm
The above signed agrees to the fees and charges on the fee schedule received by the undersigned. We may change the fee schedule from
time to time.
Packet Page -899-
ACCOUNT NUMBER:
9 ) Client Agreement (Continued)
10. Joint Accounts
9/23/2014 13.A.
Page 18 of is
if this is a joint account, unless we notify you otherwise and provide such documentation as you require, the brokerage account(&) shag be hold
by us jointly with rights of survivorship (payable to either or the survivor of us). Each joint tenant irrevocably appoints the other as attorney In
fact to take all actions on his or her behalf and to represent him or her In as respects in connection with the agreement. You shag be fully
protected in acting, but shall not be required to act upon the instructions of either of us. Each of us shag be liable, jointly, and individually. for
any amounts due to you pursuant to the Agreement, whether Incurred by either or both of us.
11. Address
Communications may be sent to the above signed at the currant address of the above signed which Is on Re at your office, or at such other
address as the above signed may hereafter give you In writing. AN communications so sent, whether by mail, telegraph, messenger or
otherwise, shall be deemed given to the above signed personally, whether actually received or not.
12. Recordino Conversatlons
The above signed understand and agree that for our mutual protection you may electronically record any of my (our) convematlons.
13. Arbitration Disclosures
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES
AGREE AS FOLLOWS
ALL PARTIES TO THE AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT INCLUDING THE RIGHT TO A
TRIAL BY JURY EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO REVERSE OR MODIFY AN ARBITRATION
AWARD IS VERY LIMITED.
THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS. WITNESS STATEMENTS, AND OTHER DISCOVERY IS GENERALLY
MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION IN SOME
CASES A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE
INCORPORATED INTO THIS AGREEMENT.
14, Agreement To Arbitrate Controversies
IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS OR THIS AGREEMENT, SHALL BE
SUBMITTED TO ARBITRATION CONDUCTED BEFORE THE FINANCIAL INDUSTRY REGULATORY AUTHORITY IN ACCORDANCE
WITH ITS RULES. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR
ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE -
DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION;
OR WHO IS A MEMBER OF A PUTATIVE CLASS ACTION WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY
CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL.
(a) THE CLASS CERTIFICATION IS DENIED
(b) THE CLASS ACTION IS DECERTIFIED; OR
(0 THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
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First Florida
Wholesale i bt
9/23/2014 13.A.
Account Title:
I
Contact Person: Phone:
Frequency of Billings: Number of items: Type of software used:
Type of Business: Target Date:
Account numbers:
Customer desires to use Wholesale Lockbox services with First Florida Integrity Bank (Bank) described.
Bank is willing to provide such services under the terms and conditions in the Treasury Operations
Services Agreement along with the Policies and Procedures 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 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.
Filename. T tTreasuryOperationsfWholesale Lockbox /FFIBWhoicsate Lockbox Agreement.docx
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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.
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.
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 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.
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 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,
Filename: T:/TreasuryOperations/Wholesale Lockbox /FFIBWholesale Lockbox Agreement.dam
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testing, and approval by Bank. Bank reserves the right to test customer's documents from time
to time.
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 Wholesale 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:
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 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 numeric amount. If the Bank is unable to determine the
numeric amount, 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, items received without a remittance
advice will be returned to the Customer.
E 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.
Filename: T: /TreasuryOperations /Wholesale Lockbox /FF[Molesale Lockbox Agreement.doex
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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.
Company Name:
Date Accepted:
By: _
Name:
First Florida Integrity Bank
By:
Name:
Title: Title:
Filename: T:/Treasury0perations/Wholesale Lockbox /FFIBWholesale Lockbox Agreement.docx
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