Agenda 11/18/2014 Item # 16E 611/18/2014 16.E.6.
EXECUTIVE SUMMARY
Recommendation to approve four (4) First Florida Integrity Bank agreements for contract 2014 -001
Master Banking Services, accept the Electronic Banking Terms and Conditions Agreement, and
authorize the Chairman to execute these County Attorney reviewed documents.
OBJECTIVE: To continue to provide electronic banking /merchant products for Collier citizens
utilizing Board utility and emergency medical services.
CONSIDERATIONS: At the September 23, 2014 meeting (Item 13A) the Board approved contract
2014 -001 Master Banking Services agreement with First Florida Integrity Bank. In part, the Master
Banking Service Agreement provides at Section 3: Services to be Rendered, "...the Board reserves
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."
Attached are the following First Florida Integrity Bank agreements which support the Board's
operating departments:
1. Remote Deposit Agreement for Utility Billing
2. Retail Lockbox Agreement for Utility Billing
3. Wholesale Lockbox Agreement for Emergency Medical Services
4. ACH Agreement for Utility Billing
5. Electronic Banking Terms and Conditions Agreement
The agreements have been reviewed by the County Attorney's Office and provide for the
continuation of electronic banking /merchant services that have been provided to Collier citizens in
the past.
FISCAL IMPACT: There is no additional fiscal impact for service rates beyond what was provided in
the original master contract 2014 -001.
LEGAL CONSIDERATION: This item is approved as to form and legality, and requires majority vote
for Board approval. —SRT
GROWTH MANAGEMENT CONSIDERATION: There is no growth management impact based on this
executive summary.
RECOMMENDATION: That the Board approves four (4) First Florida Integrity Bank agreements
for contract 2014 -001 Master Banking Services, accepts the Electronic Banking Terms and
Conditions Agreement, and authorizes the Chairman to execute these County Attorney reviewed
documents.
PREPARED BY: Joanne Markiewicz, Director, Procurement Services
Attachments
• Master Bank Agreement
• Agenda Item
• Remote Deposit Agreement for Utility Billing
• Retail Lockbox Agreement for Utility Billing
• Wholesale Lockbox Agreement for Emergency Medical Services
• ACH Agreement for Utility Billing
• Electronic Banking Terms and Conditions Agreement
Packet Page -1762-
11/18/2014 16.E.6.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16. E. 16. E. 6.
Item Summary: Recommendation to approve four (4) First Florida Integrity Bank
agreements for contract 2014 -001 Master Banking Services, accept the Electronic Banking
Terms and Conditions Agreement, and authorize the Chairman to execute these County
Attorney reviewed documents.
Meeting Date: 11/18/2014
Prepared By
Name: MarkiewiczJoanne
Title: Director - Purchasing /General Services, Purchasing & General Services
10/22/2014 4:12:13 PM
Submitted by
Title: Director - Purchasing /General Services, Purchasing & General Services
Name: MarkiewiczJoanne
10/22/2014 4:12:14 PM
Approved By
Name: MarkiewiczJoanne
Title: Director - Purchasing /General Services, Purchasing & General Services
Date: 10/23/2014 6:48:29 AM
Name: HerreraSandra
Title: Manager - Procurement, Purchasing & General Services
Date: 10/23/2014 7:43:49 AM
Name: pochopinpat
Title: Administrative Assistant, Administrative Services Division
Date: 10/23/2014 9:35:00 AM
Name: TeachScott
Title: Deputy County Attorney, County Attorney
Date: 10/28/2014 10:00:54 AM
Packet Page -1763-
11/18/2014 16.E.6.
Name: PriceLen
Title: Administrator - Administrative Services, Administrative Services Division
Date: 10/29/2014 8:54:09 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 10/31/2014 8:58:04 AM
Name: KimbleSherry
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 11/4/2014 9:21:58 AM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 11/6/2014 3:29:41 PM
Packet Page -1764-
Contract Number 2014 -001
MASTER BANKING SERVICES AGREEMENT
The Master Banking Services Agreement ( "Agreement ") is entered into as of the 151 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 v ✓hich are hereby acknowledged, the Parties hereby
covenant and agree as follows:
Section 1. Puroose and Effect of this Agreement:
Delineation of Banking Services
The banking services to be provided to the Clerk, and the Board by t tie gank_ -hail consist of;
(a) Each of the specific requirements, terms and conditions set forth in the Request for
Proposal (REP) 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," are attached hereto and made a part
hereof. Unless the context rea,,ires otherwise, all references to -this `Agreement," and
uSe of the terms "herein "hereby," "hereof," "hereto "hereur' der" and tale ilke sllal
be deemed to Include the RFP, the Bank Proposal, all other ExhlIbi-. Coached hereto,
and th'.s A.,gr eeme nt.
Section 2. Controlling Provisions
Contract too. 2014 -001 Page 1 of S
Packet Page -1765-
11/18/2014 16.E.6.
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 e),tra 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 (BO) 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 aliow
the Clerk to assess services used and paid in accordance with Florida's Preml_,t Payment Act,
Fiorica Statute 218.74. In no event s'nall the fee for cenerai banking - er,6 es an, custcd al
sur 'G exceed Y/ 1 i`tR r services, t'.4� Y1 I_I �.rr n? rr-p
v vi- s 500 per month, excluding � erchant for the i r t a ter � , , � �
cortract.
Contract No, 2014-OD !_ Page 2 of 8
Packet Page -1766-
11 /18/2014 16. E.6.
Section 5. Interest Rate Paid on Collected Balances
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) insurance 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
Contract No. 2014 -001 Page 3 of 8
Packet Page -1767-
11/18/2014 16.E.6.
believes, in good faith, that such persons have been authorized to act on behalf of the
Clerk or the Board.
(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 2nd Termination
(a) This Agreement shall have an initial term of (5) five years, beginning on November 1,
2014 and expiring on October 31, 2919, 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.
Contract No. 2914 -001 Page 4 of 8
Packet Page -1768-
11/18/2014 16.E.6.
(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)
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
Igo waiver of a breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or 2niy 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 it this Agreement be
determined by a court of competent jurisdiction to be invalid, iiiegai or otherwise unenforceable
under the laws of the State of Florida or the Clerk and /or the Board, such provisions,
Contrast No, 20 14 -001 Page 5 of 8
Packet Page -1769-
11/18/2014 16.E.6.
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.
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 enforceabiiity of all other provisions of this Agreement as to non -
terminated services.
Section 15. 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:
D'w'!ght E. (rock
Collier County Clerk of the Circuit Court
3315 Tamiami Trail East Suite 102
Naples, Florida 34112 -5324
Phone: (2391) 252 -2745
Bank:
First Florida Integrity Punk
Nancy Ortega, Senior Vice President
356D0 Kraft Road
Naples, Florida 34105
Phone: (239) 325 -3748
f
antra. t I� .2014 001 Page 6 of S
Packet Page -1770-
11/18/2014 16.E.6.
Board:
Leo Ochs, Jr.
Collier County Manager
3299 Tamiami Trail East Suite 202
Naples, Florida 34112 -5746
Phone: (239) 252 -8383
Email:
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 1B. 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
r aCqu SL Shll h Gr ne y `t
I I I is
IN WITNESS 0,1HEREOF, the Parties have executed this Agreement hereto:
r.ttest
Attest:
Denut'� Clerk
Clerk of the Circuit Court
Contract !� . 2014 -001
By:
�wieht'E. Brnci `
Clerk of the Circuit Court and
Ccmatrci1er of Collier County
By:
iom Henning
Chairman, Board of County Commissioners
.f
Page 7 of 8
Packet Page -1771-
' l
Attest:
rontractNo.ZO14'[01
7
By:
Garrett S. Richter ^
President, First
A
By:
Jeffrey A.K
County AM
F2ge8 oft O
Packet Page '177Z-
Integrity Bank
and legality:
11 /18/2014 16.E.6.
11/18/2014 16.E.6.
9/23/2014; Item 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 opportunityfor 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.
Packet Page -1773-
11/18/2014 16.E.6.
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
Packet Page -1774-
11/18/2014 16.E.6.
Florida First
C "Iden Ike%
Bank Use Only: CIF
Remote Deposit Aereement
This Agreement, dated as of , 20_ is between Collier County Board of Commissioners
(hereafter "Business /Consumer ") and First Florida Integrity Bank (hereafter "First Florida Integrity Bank" and
"Bank "), collectively the "Parties ".
1. Remote Image Presentment Services
First Florida Integrity Bank will assist in processing images of checks the Business /Consumer wishes to
present for collection. This procedure will be followed:
a. Hardware and Software. Business /Consumer understands it must, and hereby agrees to, at its
sole cost and expense, except as indicated in the Master Banking Services Agreement and its
Exhibits, use computer hardware and software that meets all technical requirements for the
proper delivery of the Remote Deposit Service and that fulfills Business /Consumer's obligation
to obtain and maintain secure access to the Internet. Business /Consumer understands and agrees
it may also incur, and shall pay, any and all expenses related to the use of the Remote Deposit
Service, including, but not limited to, telephone service or Internet service charges.
Business /Consumer is solely responsible for the payment of any and all costs and expenses
associated with meeting and maintaining all technical requirements and additional items
necessary for the proper use of the Remote Deposit Service (see Attachment "B" for Computer
Requirements, attached and made a part hereof. Business /Consumer understands and agrees that
it is solely responsible for the operation, maintenance and updating of all equipment, software
and services used in connection with the Remote Deposit Service and the cost thereof, and
Business /Consumer hereby agrees that it will perform, or cause to be performed, all vendor
recommended maintenance, repairs, upgrades and replacements, and such performance shall be
rendered by properly trained personnel, whether they are the Business /Consumer, employees of
Business, or a third -party service provider. Bank is not responsible for, and Business /Consumer
hereby releases Bank from any and all claims or damages resulting from, or related to, any
computer virus or related problems that may be associated with using electronic mail or the
Internet. Bank hereby advises Business /Consumer, and Business /Consumer hereby agrees, to
scan its computer hardware and software on a regular basis using a reliable computer virus
detection product in order to detect and remove computer viruses. In connection with its use of
the Remote Deposit Service, Business /Consumer shall only use the hardware described in
Attachment "A" attached hereto and made a part hereof (as the same may be amended or
supplement, the "Hardware List ") or such other hardware as is approved in advance by Bank and
shall only use such software as is approved in advance by Bank.
b. The Business /Consumer will image checks through a qualified scanner. These captured items
will be transmitted to First Florida Integrity Bank for further processing.
c. Unless Business /Consumer owns their own certified scanner and/or mobile device:
TMRDC0002 07/31/2014 1
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doe
V
Packet Page -1775-
11/18/2014 16.E.6.
Business agrees to use a certified scanner(s) from First Florida Integrity Bank
(collectively referred to as the "Scanner "). First Florida Integrity Bank is providing the
scanner(s) to the Business in its present "as is" condition. The Business agrees to install
upgrades to each Scanner within 30 days of availability from First Florida Integrity Bank.
FIRST FLORIDA INTEGRITY BANK DISCLAIMS ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
BUSINESS AGREES TO LOOK SOLELY TO THE MANUFACTURER OR SELLER
OF THE SCANNER(S) FOR MAINTENANCE, CLAIMS, COMPLAINTS,
ASSISTANCE AND /OR QUESTIONS ABOUT THE SCANNER(S).
ii. Consumer agrees to use a certified scanner and/or mobile device independently owned.
d. First Florida Integrity Bank will route the data and check images to its image replacement
documents. These will be transmitted on a daily basis (using banking days set forth by First
Florida Integrity Bank) for settlement.
e. Bank, in its sole discretion, shall determine the manner in which Images shall be presented for
payment to the drawee bank. Bank, in its sole discretion, shall select the clearing agents used to
collect and present the Images, and Bank's selection of the clearing agents shall be considered to
have been designated by Business /Consumer. Bank shall not be liable for the negligence of any
clearing agent. Collection of Checks per the Request for Proposal is next day availability on all
checks drawn on United States banks.
f. The Business /Consumer will accept full responsibility for presentment of the same item multiple
times. The Business /Consumer will be responsible for the safekeeping and destruction of checks
captured and transmitted to the Bank.
2. Image Replacement Document Printing Services
a. First Florida Integrity Bank has the authority to designate another service to print substitute
checks or other image replacement documents for the Business /Consumer, if and as it determines
are needed. References to "First Florida Integrity Bank" in this Agreement will be deemed to
refer to any support service that First Florida Integrity Bank uses. If another service is used, the
following will apply with respect thereto:
b. Prior to file creation, the Business /Consumer is responsible for ensuring creation that all check
images are of sufficient quality for the creation of substitute checks. The Business /Consumer
must use reasonable care to check image quality.
c. Files must be received by First Florida Integrity Bank no later than 7:00 PM EST on any banking
day for the Business /Consumer to receive credit. Any deposit received after the 7:00 PM EST
cut -off will receive credit on the next business day. Upon acceptance of the File, Bank shall
grant Business's Account Provisional Credit (as herein defined) for the total amount of the
Corrected File or the Accepted File, as applicable. As used herein, "Provisional Credit" means
that the credit is made to Business /Consumer's Account subject to final payment of the Checks
subject to next. day availability of checks drawn in United States. For the purpose of determining
availability of funds, Bank may hold funds for the period of time permitted by Bank's
availability disclosure.
TMRDC0002 07/31/2014 2
Filename: T; TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1776-
11 /18/2014 16. E.6.
d. Business /Consumer agrees that it will only scan and deposit a check(s) drawn on United States
Financial Institutions. All items are to be properly endorsed on the back of each check. Foreign
Checks, including Canadian items, along with poor image quality checks must be deposited
traditionally at a branch office and not submitted through the Remote Capture product. Business
agrees that the image of the check that is transmitted to Bank (each such check and other item a
"Check" and, if more than one, "Checks ") shall be deemed an "item" within the meaning of
Article 4 of the Uniform Commercial Code (1990 Official Text). Business /Consumer further
agrees that it will not remotely deposit any check or other item that: (a) are payable to any person
or entity other than Business /Consumer, (b) are prohibited by Bank's then current procedures
pertaining to the Remote Deposit Service (the "Procedures ") or are in violation of any law, rule
or regulation, (c) Business /Consumer knows or suspects, or should know or suspect, is fraudulent
or otherwise not authorized by the owner of the account on which the Check is drawn, (d) have
not been previously endorsed by a bank and are either "substitute checks" (as defined in Reg CC
or other applicable federal law or regulation) or "image replacement documents" that purport to
be substitute checks, without Bank's prior written consent, (e) are drawn on financial institutions
that are located outside of the United States or Territories of the United States, (f) is a Remotely
Created Check, or (g) which are not acceptable to Bank for deposit into a deposit account as
provided in the Deposit Agreement, which is incorporated herein by reference and made a part
hereof (Checks described in clauses (a) through (g) each a "Prohibited Check" and, collectively,
"Prohibited Checks ").
e. The Business /Consumer will scan each check only one time. Business /Consumer will accept full
responsibility of any scanned items deposited multiple times or depositing an item in more than
one depositing channel.
f. Chargeback of Returned Checks. If Images of Checks deposited by Business /Consumer are
dishonored or otherwise returned unpaid by the drawee bank, or are returned by a clearing agent
for any reason, including, but not limited to, issues relating to the quality of the Image,
Business /Consumer understands and agrees that, since Business /Consumer either maintains the
original Check or has destroyed the original Check in accordance with Section 5 of this
Agreement, the original Check will not be returned, and Bank may charge back an Image of the
Check to Business /Consumer's Account. Business /Consumer understands and agrees that the
Image may be in the form of an electronic or paper reproduction of the original Check or a
substitute check. Unless otherwise instructed by Bank, Business /Consumer agrees not to deposit
the original Check if an Image or other debit as previously described is charged back to
Business /Consumer.
3. Image and MICR Quality. Each File transmitted by Business /Consumer to Bank shall contain Images
of the front and the back of the Checks scanned and remotely deposited by Business /Consumer. Each
Image of each Check shall be of such quality that the following information can clearly be read and
understood by sight review of such Image:
a. the amount of the Check;
b. the payee of the Check;
c. the signature of the drawer of the Check;
d. the date of the Check;
TMRDC0002 07/31/2014 3
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1777-
Nip
11 /18/2014 16. E.6.
e. the Check number;
f. the information identifying the drawer and the paying bank that is preprinted on the Check,
including the MICR line; and
g. all other information placed on the Check prior to the time an image of the Check is captured,
such as any required identification written on the front of the Check and any endorsements
applied to the back of the Check.
Each Image shall also meet all standards for image quality established by the American National
Standards Institute ( "ANSI"), the Board of Governors of the Federal Reserve or any other regulatory
agency, clearing house or association.
Business /Consumer shall also capture and transmit to Bank the full -field MICR encoding on each
Check. In accordance with the Procedures, Business /Consumer shall ensure that the following
information is captured from the MICR line of each Check:
a. the American Bankers Association routing transit number ( "RTN ");
b. the number of the account on which the Check is drawn; and
c. when encoded, the amount of the Check.
4. Lost, Destroyed or Damaged Image Files.
a. First Florida Integrity Bank has no responsibility for images or image files that are lost,
destroyed or damaged during transmission, i.e., prior to receipt and validation by First Florida
Integrity Bank at its processing center.
b. If an image or image file is lost, destroyed or damaged after receipt and validation by First
Florida Integrity Bank at its processing center, First Florida Integrity Bank shall assist the
Business /Consumer in reconstructing the items from the best information available. In such
event, to the extent that the loss, destruction or damage was caused by First Florida Integrity
Bank, First Florida Integrity Bank shall waive its charge for the assistance provided by First
Florida Integrity Bank in reconstructing the items involved. The Business /Consumer shall in any
event, at its expense, cooperate as required by First Florida Integrity Bank, including without
limitation requesting supporting information and data from its customer(s). In no event shall
First Florida Integrity Bank be liable for the face value of any item.
5. Retention and Destruction of Items.
a. The Business /Consumer will retain any original check that has been deposited through remote
deposit for a minimum of 5 day retention from the date processed. After this retention period,
Business /Consumer may destroy and dispose of original checks with a paper shredder on -site or
hire a third -party service for the secure destruction of checks.
b. The Business will establish Security Procedures to safeguard original checks during retention
period to prevent the risk of threat; reproduction; unauthorized use; or the possibility of any
fraudulent activity.
c. Business agrees to stamp the fronts of all checks processed with the self inking "Electronically
Presented" stamp that Bank has provided.
6. Warranties and Covenants;
The Business /Consumer hereby represents warrants and covenants to First Florida Integrity Bank the
following:
TMRDC0002 07/31/2014 4
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc U
Packet Page -1778-
11/18/2014 16.E.6.
a. Only acceptable items will be deposited and the Business /Consumer certifies that no items will
be altered;
b. Original items being imaged are made payable to the Business /Consumer;
c. Images are all properly endorsed on the back;
d. No duplicate items will be submitted for processing;
e. The original check will not be deposited after it has been imaged for deposit;
f. Files submitted to First Florida Integrity Bank do not contain viruses.
7. Limit of Liability.
a. ANY PROVISION IN THIS AGREEMENT, OR THE RULES TO THE CONTRARY
NOTWITHSTANDING, BANK SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND
PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
AND BANK'S LIABILITY SHALL IN NO EVENT EXCEED BUSINESS /CONSUMER'S
ACTUAL DAMAGES. IN NO EVENT SHALL BANK BE RESPONSIBLE OR LIABLE FOR
ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR
INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER)
ARISING OUT OF, OR RELATED TO, THE USE BY BUSINESS /CONSUMER OF THE
REMOTE DEPOSIT SERVICE OR ANY SERVICE OR THE FAILURE OF BANK OR ANY
PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS
THEREUNDER,UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY BANK'S ACTUAL
NEGLIGENCE.
b. BUSINESS /CONSUMER ACKNOWLEDGES AND AGREES THAT
BUSINESS /CONSUMER'S USE OF THE REMOTE DEPOSIT SERVICE SHALL BE AT
BUSINESS /CONSUMER'S SOLE RISK, AND THAT THE REMOTE DEPOSIT SERVICE IS
PROVIDED BY BANK ON AN "AS IS" BASIS.
c. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES
ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS
OR IMPLIED, IN LAW OR IN FACT, TO BUSINESS /CONSUMER OR TO ANY OTHER
PERSON, AS TO THE REMOTE DEPOSIT SERVICE OR ANY ASPECT THEREOF,
INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY,
AND BANK HEREBY DISCLAIMS ANY AND ALL OF THE SAME.
BUSINESS /CONSUMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR
REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE
SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS
AGREEMENT OR THE REMOTE DEPOSIT SERVICE TO BE PERFORMED PURSUANT
HERETO.
d. BANK MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, IN LAW OR IN FACT, TO
BUSINESS /CONSUMER OR TO ANY OTHER PERSON AS TO ANY COMPUTER
HARDWARE, SOFTWARE OR EQUIPMENT IN CONNECTION WITH THE REMOTE
DEPOSIT SERVICE, INCLUDING, BUT NOT LIMITED TO, BUSINESS /CONSUMER'S
COMPUTER SYSTEMS OR RELATED EQUIPMENT, BUSINESS /CONSUMER'S
TMRDC0002 07131/2014 5
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1779-
U
11/18/2014 16.E.6.
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.
BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES
RESULTING FROM DEFECTS IN, OR MALFUNCTIONS OF, BUSINESS /CONSUMER'S
COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR
LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR
INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO BUSINESS /CONSUMER
IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR
FAILURE OF TRANSMISSION OF ANY INFORMATION FROM BUSINESS /CONSUMER
TO BANK, FROM BANK TO BUSINESS /CONSUMER, FROM BUSINESS /CONSUMER TO
ANY PROCESSOR, FROM ANY PROCESSOR TO BANK, OR OTHERWISE. BANK
SHALL NOT BE RESPONSIBLE FOR NOTIFYING BUSINESS /CONSUMER OF ANY
UPGRADES OR ENHANCEMENTS TO ANY OF BUSINESS /CONSUMER'S COMPUTER
HARDWARE OR SOFTWARE. BANK IS NOT RESPONSIBLE FOR, AND
BUSINESS /CONSUMER HEREBY RELEASES BANK FROM ANY AND ALL CLAIMS OR
DAMAGES RESULTING FROM, OR RELATED TO, ANY COMPUTER VIRUS OR
RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH USING ELECTRONIC
MAIL OR THE INTERNET.
8. Confirmation: Account Reconciliation.
Bank will provide notice of receipt of deposits to Business /Consumer's Account on the periodic
statement for such Account. Business /Consumer is responsible for detecting and reporting to Bank any
discrepancy between Business /Consumer's records and the records Bank provides to
Business /Consumer. If Business /Consumer does not detect and notify Bank of such a discrepancy
within 90 days of Business /Consumer's receipt of any terminal printout, mailed report or periodic
statement (each a "Report "), whichever is received first, then such transactions shall be considered
correct.
9. Update Notice.
Business /Consumer shall provide written notice to Bank of any changes to the information previously
provided by Business /Consumer to Bank, including, but not limited to, any additional locations, any
change in business, any new business, the identity of principals and/or owners, the form of business
organization, type of goods and services provided and method of conducting sales. Such notice must be
received by Bank within 5 business days of the change. Business /Consumer shall provide any additional
information requested by Bank within 5 days of such request. Bank retains the right to: (i) review
Business /Consumer's Checks, Files and business activities from time to time to confirm
Business /Consumer is conducting business as stated by Business /Consumer at the time of the execution
of this Agreement and (ii) request notice of any changes to the type or format of information provided
to Bank by Business /Consumer under the terms of this agreement.
TMRDC0002 07/31/2014 6 U
Filename: T: Treasury0perations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1780-
11/18/2014 16.E.6.
10. Bank's Duties.
Bank's duties and responsibilities are limited to those described in this Master Agreement and any
federal or state law, regulation or rule. Bank will use commercially reasonable care in performing its
responsibilities under this Agreement.
11. Bank's Responsibilities.
Business /Consumer agrees to monitor its account balances and charges, to promptly notify Bank if any
Report conflicts with Business /Consumer's records, and to refrain from acting on information it has
reason to believe is erroneous. Bank shall not be responsible for suspension of performance of all or any
of its obligations, responsibilities or covenants hereunder, whether expressed or implied, if at any time,
or from time to time, compliance therewith is prevented or hindered by, or are in conflict with, any
federal or state law, regulation or rule, the order of any court of competent jurisdiction, any act of God
or of the public enemy, war, epidemic, strike, or work stoppages of the U.S. Postal Service and
commercial carrier(s), or electric power disruption or shortage, telecommunications failure or computer
failures; acts, omissions or errors of any carrier and/or agent operating between Business /Consumer and
Bank or Bank and any Federal Reserve Bank or other agency utilized to exercise transfers or any
recipients of transferred funds; any incorrect, unauthorized or fraudulent use or other fraud by any
person other than Bank's employees; or, without limiting the generality of the foregoing, any other
cause or circumstance beyond Bank's control or other conditions or circumstances not wholly controlled
by Bank, which would prohibit, retard or otherwise affect Bank's complete or partial performance under
this Agreement.
12. Internet Disclaimer.
Bank does not, and cannot, control the flow of any documents, files, data or other information via the
Internet, whether to or from Bank's network, other portions of the Internet or otherwise. Such flow
depends in large part on the performance of Internet services provided or controlled by third parties.
Actions or inactions of such third parties can impair or disrupt Business /Consumer's connections to the
Internet (or portions thereof). Bank cannot guarantee that such events will not occur. Accordingly,
Bank disclaims any and all liability arising out of, resulting from or related to, such events, and in no
event shall Bank be liable for any damages of any kind (whether in contract, in tort or otherwise) that are
attributable or in any way related to the Internet infrastructure or Business /Consumer's or Bank's ability
or inability to connect to the Internet.
15. Indemnification and Liability; Third Party Claims.
Each party agrees to indemnify, defend and hold harmless the other, each of its parents, subsidiaries and
affiliates and their respective board members, officers, directors, employees, members, partners, agents,
insurers and attorneys (each and "Indemnified Party" and, collectively, the "Indemnified Parties ")
for, and holds each of the Indemnified Parties harmless from and against, all actions, causes of action,
claims, damages, liabilities and expenses (including reasonable attorneys' fees) of any nature or kind
(including those by third parties) arising out of, or related to, this Agreement, including all actions,
causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from any
negligent, willful or wrongful misconduct, knowing misrepresentation or breach of this Agreement by
such party, board members, officers, directors, employees, members, partners, agents, insurers and
attorneys including for the following: (a) Business /Consumer's (i) failure to report required changes, (ii)
transmission of incorrect data to Bank or (iii) failure to maintain compliance with the Rules, (iv)
destruction of original Checks, (v) deposit of an electronic representation of a substitute check into an
TMRDC0002 07/31/2014 7
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1781-
11/18/2014 16.E.6.
Account instead of an original Check, (vi) deposit of a prohibited check; (b) Bank's (i) provision of the
Remote Deposit Service, (ii) action or inaction in accordance with, or in reliance upon, any instructions
or information received from any person reasonably believed by Bank to be an authorized representative
of Business /Consumer, (c) Business /Consumer's breach of any of Business /Consumer's warranties,
representations and/or obligations under this Agreement or any other agreement between
Business /Consumer and Bank, including, but not limited to, the Deposit Agreement, and the terms of
this paragraph shall survive the termination of this Agreement. and/or (d) Business /Consumer's breach
or violation of any Rules; provided, however, Business /Consumer is not obligated to indemnify Bank for
any damages solely and proximately caused by Bank's gross negligence or willful misconduct. This
paragraph shall not be construed in any way to alter the Business /Consumer's waiver of sovereign
immunity or extend the Business /Consumer's liability beyond the limits established in Section 768.28,
Florida Statutes.
16. Fees and Charges
So long as this Agreement remains in effect, Business /Consumer agrees to pay to Bank the deposit
account service charges established in the Master Banking Services Agreement and it's Exhibits. and
set forth in the Fee Schedule attached to this Agreement and made a part hereof, as Attachment "C ". and
all such other fees and charges as may be agreed upon from time to time by Business /Consumer and
Bank.
17. Use of Trademarks.
Business /Consumer may not use Bank's name or trademarks without the express written consent of
Bank. If Business /Consumer is permitted to use any of Bank's name, trademarks or promotional
materials, Business /Consumer will not indicate, directly or indirectly, that Bank endorses, or is
connected in any way with, any of Business /Consumer's goods or services.
18. Financial Information and Audit.
Bank may from time to time request information from Business /Consumer in order to evaluate a
continuation of the Remote Deposit Service to be provided by Bank hereunder and/or adjustment of any
limits set by this Agreement. Business /Consumer agrees to provide the requested financial information
immediately upon request by Bank, in the form required by Bank. Business /Consumer authorizes Bank
to investigate or reinvestigate at any time any information provided by Business /Consumer in
connection with this Agreement or the Remote Deposit Service and to request reports from credit
bureaus and reporting agencies for such purpose. Upon request by Bank and prior written notice,
Business /Consumer hereby authorizes Bank to enter Business /Consumer's business premises during
normal business hours for the purpose of ensuring that Business /Consumer is in compliance with this
Agreement and Business /Consumer specifically authorizes Bank to perform an audit of
Business /Consumer's operational controls, risk management practices, staffing and the need for training
and ongoing support, and information technology infrastructure. Business /Consumer hereby
acknowledges and agrees that Bank shall have the right to mandate specific internal controls at
Business /Consumer's location(s) and Business /Consumer shall comply with any such mandate. In
addition, Business /Consumer hereby agrees to allow Bank to review available reports of independent
audits performed at the Business /Consumer location related to information technology, the Remote
Deposit Service and any associated operational processes. Business /Consumer agrees that if requested
by Bank, Business /Consumer will complete a self - assessment of Business /Consumer's operations,
management, staff, systems, internal controls, training and risk management practices that would
otherwise be reviewed by Bank in an audit of Business /Consumer. If Business /Consumer refuses to
provide the requested financial information, or if Bank concludes, in its sole discretion, that the risk of
TMRDC0002 07/31/2014 g
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc LF'
Packet Page -1782
11/18/2014 16.E.6.
Business /Consumer is unacceptable, or if Business /Consumer refuses to give Bank access to
Business /Consumer's premises, Bank may terminate the Remote Deposit Service according to the
provisions hereof.
19. Confidential Information and Proprietary Right in Data.
All information of a business nature relating to the assets, liabilities or other business affairs disclosed to
Bank by Business /Consumer and Business' Customers in connection with this Agreement is
confidential. Except as allowed by applicable law, Bank shall not disclose or permit access to any such
information by any person, firm or corporation. Bank shall cause its officers, employees and agents to
take such action as shall be reasonably necessary to preserve and protect the confidentiality of such
information, by disclosing such information only to persons needing to have access thereto for the
performance of the Bank's obligations under this Agreement or to any other party to which Bank may be
required by law to report such information. Business /Consumer agrees to hold confidential, and to use
only in connection with the Remote Deposit Service, all information furnished to Business /Consumer by
Bank or by third parties from whom Bank has secured the right to use the Remote Deposit Service,
including, but not limited to, Bank's product and service pricing structure, system design, programming
techniques or other unique techniques. In addition, should Business /Consumer at any time receive or
acquire any information relating to another Business /Consumer of Bank, Business /Consumer shall
promptly return such information to Bank and not reveal such information to any other party and shall
not make use of such information for its own benefit or otherwise. Bank's and Business /Consumer's
obligations and agreements under this paragraph shall not apply to any information supplied that was
known to either party prior to the disclosure by the other, is or becomes generally available to the public
other than by breach of this Agreement or otherwise becomes lawfully available on a non - confidential
basis from a third party who is not under an obligation of confidence to either party. Notwithstanding
anything to the contrary contained herein, it is understood and agreed by the parties hereto that the
performance of the Remote Deposit Service is or might be subject to regulation and examination by
authorized representatives of the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation and /or a State regulatory agency, and
Business /Consumer agrees to the release by Bank of Business /Consumer's reports, information,
assurances and other data and information as may be required under applicable laws and regulations.
Business /Consumer agrees that any specifications or programs developed by Bank in connection with
this Agreement, or supplied or made available to Business /Consumer by Bank, are the exclusive
property of Bank, its agents, suppliers or contractors, and further agrees that such material shall not be
copied or used in any manner or for any purpose without the express written consent of Bank. This
clause shall survive the termination of the Agreement. Confidentially is subject to compliance with
Florida Public Records Act, Chapter 119, Fla. Stat. and the Florida Sunshine Law, Chapter 286, Fla.
Stat..
20. Attorneys' Fees.
In the event of any arbitration or other adversarial proceeding between the parties concerning this
Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs
in addition to any other relief to which it may be entitled by law.
21. Successors.
This Agreement and all the terms and provisions herein shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
22. Assignment.
TMRDC0002 07/31/2014 9
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1783-
c�
11/18/2014 16.E.6.
No right or interest hereby conferred shall be assignable without the prior written consent of the other
party, and any assignment made without such consent shall be null and void. The Bank may not assign
this Agreement or any part of it to any of Bank's affiliates or to a successor of Bank by merger or
acquisition without providing 60 days' written notice to Business /Consumer. All costs assessed to the
Business /Consumer associated with the merger or acquisition shall be borne by the Bank.
23. No Third Party Beneficiaries.
This Agreement shall not be construed to confer any rights or remedies upon any person not a party to
this Agreement, whether as a third party beneficiary or otherwise, against Business /Consumer or Bank,
their respective successors, assigns and affiliates.
24. Entire Agreement.
The terms of the Deposit Agreement, all other agreements with Bank pertaining to the Accounts and the
Rules, are incorporated by reference and made a part of this Agreement. This Agreement supersedes
any prior agreements between the parties relating to the Remote Deposit Service. The Master Banking
Services Agreement, Contract Number 2014 -001 is incorporated herein by reference and shall apply to
this Agreement. In the event of a conflict between the terms of this Agreement and the Master Banking
Services Agreement, the terms of the Master Banking Services Agreement shall take precedence.
25. No Waiver.
No waiver of a breach of any provision of this Agreement shall constitute a waiver of any subsequent breach
of the same or any other provision hereof, and no waiver shall be effective unless made in writing.
26. Governing Law; Venue
This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.
27. Termination
a. This Agreement or any Services being provided hereunder may be terminated by either party at
any time by giving 30 days' prior written notice thereof to the other party. The Bank may
terminate or suspend immediately any Service without notice to you if the Business /Consumer
fails to maintain sufficient Available Funds in the Designated Account for such Service. In
addition, we may terminate this Agreement or terminate or suspend any Service immediately
upon notice to you in the event:
b. The Business /Consumer closes any Account established in connection with the Services;
c. The Business /Consumer breaches a material obligation under this Agreement, the Terms and
Conditions attached hereto or any other agreement with us or any applicable law or Government
Regulation;
d. The Business /Consumer becomes insolvent, are placed in receivership or adjudicated bankrupt or
you become subject to any voluntary or involuntary bankruptcy proceeding or any assignment
for the benefit of your creditors;
e. The Business /Consumer's financial condition has become impaired in our good faith opinion; or
f. Continued provision of Services in accordance with the terms of this Agreement would, in our
good faith opinion, violate federal or state law or would subject us to unacceptable risk of loss.
Upon any such termination the Business /Consumer shall:
g. Promptly pay to the Bank all sums due or to become due under this Agreement;
h. Return immediately to us at Business /Consumer's expense the all Equipment or Systems
provided to you by the Bank, and all related materials, and all copies and reproductions thereof,
TMRDC0002 07/31 /2014 10 v
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1784-
11/18/2014 16.E.6.
whether written or in magnetic media and whether received from us or otherwise and shall pay
us for any damages to any such materials (ordinary wear and tear excepted); and
i. Have no further right to utilize the Products or Services being provided hereunder.
j. Termination of a Service does not affect your payment obligations for services provided to you
on or before the product or service was terminated. Termination of any Service does not release
you or us from any of our respective obligations which arose or became effective prior to such
termination. All provisions of this Agreement or the Terms and Conditions relating to the
parties' warranties, representations, confidentiality, non - disclosure, proprietary rights, and
limitations of liability or indemnification shall survive the termination of a Service or this
Agreement, as applicable.
28. Annual Review
Business /Consumer authorize First Florida Integrity Bank to retain property of this application, to rely
on foregoing to check and verify credit, to secure follow up credit reports on an annual basis concerning
creditworthiness. We understand that the Bank will deny any application in which the Principal
Owers /Consumer do not meet the Bank's minimum underwriting standards for unsecured loans as set
forth in the Loan Policy, (not for profit excluded). Business understands when warranted Bank may
visit site and/or email information to promote awareness of fraud and to deliver a self administered
assessment of security procedures.
29. Signature
This Agreement has been signed and delivered on the Business /Consumer's behalf by whose name is
printed below. By signing below the signer represents and warrants to that he or she is one of
Business /Consumer's authorized signers and has taken all action required by the Business /Consumer
under the Business /Consumer's governing documents to authorize him/her to sign and deliver the
Agreement along with any other documentation that has been have provided in connection with your
Banking Relationship.
30. Acknowledgement
The Business /Consumer has read and understands the Remote Deposit Agreement along with the
Account Disclosures and Privacy Policy. In addition, Business /Consumer agrees to comply with the
requirements of this Agreement provided to Business /Consumer in connection with the Services. This
Agreement shall be effective when accepted by the Bank whose name appears on the last page of
agreement.
TMRDC0002 07/31/2014 11
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc OU
Packet Page -1785-
11/18/2014 16.E.6.
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 Florida Integrity Bank
By:
Printed Name:
Title:
Date:
Approved as to form and legality
ATTEST T
DWIGHT E. BROCK, CLERK Scott R. Teach, Deputy County Attorncy
BY:
J
TMRDC0002 07/31 /2014 12 V
Filename: T: Treasury0perations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1786-
ATTACHMENT A
HARDWARE LIST FOR BUSINESSES
List of Hardware:
11/18/2014 16.E.6.
Scanner(s) License. If the Scanner(s) is provided by Bank as part of this Service, Bank hereby grants to
Business a nontransferable non - exclusive license ( "License ") to use the Scanner(s) listed in this Attachment B
( "Scanner(s) ") only in connection with the Service provided by Bank. Business accepts the License subject to
the terms and conditions set forth in the following sections.
(i) OWNERSHIP OF SCANNER(S). Business acknowledges the Scanner(s) is and shall at all times remain the
sole and exclusive property of Bank unless scanner is owned by Business and agrees that Business will do
nothing inconsistent with such ownership. Business agrees that nothing in this License shall give Business any
right, title or interest in the Scanner(s) other than the right to use the Scanner(s) in accordance with this License,
and Business agrees that it will not attack the validity of this License.
(ii) USE. Business shall use the Scanner(s) in a careful and proper manner in accordance with the
Documentation and shall comply with and conform to all federal, state, municipal, and other laws, ordinances
and regulations in any way relating to the possession, use or maintenance of the Scanner(s). If at any time
during the term hereof, Bank supplies the Business with labels, plates or other markings, stating that the
Scanner(s) is owned by Bank, the Business shall affix and keep them upon a prominent place on the Scanner(s).
The Business shall limit the use of the Scanner(s) to the processing of transactions with Bank pursuant to this
Agreement. The Business may not use the Scanner(s) to facilitate processing transactions with any other person
,vithout the prior express written authorization of Bank.
(iii) RECEIPT OF SCANNER(S). Business agrees that Bank will deliver or ship the Scanner(s) to Business at
the address designated by Business in this Agreement. Business acknowledges that delivery or shipment to the
address designated by Business shall be considered receipt of the Scanner(s) by Business.
(iv) INSPECTION. Business shall inspect the Scanner(s) within 24 hours after receipt thereof. Unless
Business, within this period of time, gives written notice to Bank specifying any defect in or other proper
objection to the Scanner(s), Business agrees that it shall be conclusively presumed, as between Bank and
Business, that Business has fully inspected and acknowledged that the Scanner(s) is in good condition and
repair, and that Business is satisfied with and has accepted the Scanner(s) in such good condition and repair.
Bank shall at any and all times during business hours have the right to enter into and upon the premises where
the Scanner(s) may be located for the purpose of inspecting the same or observing its use. Business shall give
Bank immediate notice of any attachment or other judicial process affecting Scanner(s) and shall, whenever
requested by Bank, advise Bank of the exact location of the Scanner(s).
(v) MAINTENANCE. Business shall maintain the Scanner(s) in working order by following the instructions
for proper use, care and cleaning of the Scanner(s) provided to Business. In the event that the Scanner(s) does
not function in accordance with the manufacture's specifications, Bank shall either repair or replace the
Scanner(s) within three (3) business days from the date of receipt of notification from the Business. Bank shall
not repair or replace the Scanner(s) if it is lost or damaged as provided in Section (vi), or because of misuse,
negligence or failure of Business to follow instructions for proper use, care and cleaning of the Scanner(s).
TMRDC0002 07/31/2014 13
Filename; T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1787-
11/18/2014 16.E.6.
(vi) LOSS AND DAMAGE. In the event of loss or damage of any kind to the Scanner(s), or any part thereof,
Business shall make a payment to Bank in an amount contained in an invoice submitted by Bank to Business
( "Invoice Amount "). Payment shall be due upon receipt of a proper invoice and in compliance with Section
218.70, Fla. Stats., otherwise known as the "Local Government Prompt. Failure to make such payment shall be
a default under Section (xi) of this Attachment B.
(vii) SURRENDER OF SCANNER(S). Within fifteen (15) calendar days of the expiration or earlier
termination of this Agreement, with respect to the Scanner(s), Business shall return the Scanner(s) to Bank in
good repair, condition and working order (ordinary wear and tear resulting from proper use thereof alone
excepted), or Business shall pay Bank the Invoice Amount contained in an invoice submitted to Business upon
termination. If Business fails to return the Scanner(s), or if the Scanner(s) is not in good working order and
repair upon return, or if Business fails to pay the Invoice Amount, such failure shall be a default under Section
(xi) of this Attachment B.
(viii) LOCATION OF SCANNER(S). Without the written permission of Bank, Business will not permit the
Scanner(s) to be removed from the Business's business addresses and Business shall not physically locate the
Scanner(s) outside of the United States.
Business must notify Bank if the scanner(s) moves from the location(s) assigned below:
Scanner#
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, in accordance with Section 218.70, Fla. Stats., otherwise
known as the "Local Government Prompt, Bank shall have the right to take possession of the Scanner(s),
without demand or notice, wherever same may be located, without any court order or other process of law.
Business hereby waives any and all damages occasioned by such taking of possession. Any such taking of
possession shall constitute a termination of this Agreement. The Bank may also debit the Business's Account
or Settlement Reserve for amounts due and payable to Bank.
TMRDC0002 07/31/2014 14 r 4
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc J
Packet Page -1788-
11 /18/2014 16. E.6.
ATTACHMENT B
BUSINESS COMPUTER REQUIREMENTS
Upera{In
M�sgaoft° j
Microsoftticri�Windtt
iti�olnle 1Pevlees
S stcrd`
R'urrdo s Vista
W rndows
r r , z �,
zw
7 &8
:s r '�
,.
_. .. _ ...... "
Apple (Phone (all models)
Version/Edition
All except Starter
Enterprise,
Update l
OS 3.1
or Home Basic
Professional,
or Ultimate
Internet Explorer 11
32 bit version only
Editions
Internet Explorer
32 bit
Android -based
8 or 9
version only
All models with an 2+ Mp
auto -focus camera OS
Internet
2.1.1
Explorer 8,
9110,11
Updates
All current critical Windows updates
Processor
2.4 GigaHertz
2.4
2.4 Giga Hertz (GHz) or
(GHz) or greater
GigaHertz
greater
(GHz) or
greater
RAM
I Gigabyte or
2 Gigabytes
2 Gigabytes or greater
greater
I or greater
Hard Drive
1.5 Gigabytes or greater available
Space
USB Port
Direct USB 2.0 port (hubs, powered or not, are not supported)
USB Cable
A 6 foot USB 2.0 Hi -speed cable (included with scanner)
Power Cable
A power cable included with scanner
Internet
High-speed Internet connection
Internet connection
UPS
Uninterruptable Power Supply (UPS) system is
recommended
TMRDC0002 07/31 /2014 15
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1789-
v
ATTACHMENT C
REMOTE DEPOSIT SCHEDULE OF FEES
Hardware
11/18/2014 16.E.6.
Business agrees to use a certified scanner, as described in the Master Banking Services Agreement and it's
Exhibits, from First Florida Integrity Bank if it should not already own one. The Consumer is responsible to
use a certified twain flatbed scanner and/or mobile device independently purchased prior to setup.
_ Digital Check Scanner with Inkjet Endorser — Single Feed $
_ Digital Check Scanner with Inkjet Endorser — Multiple Feed $
_ Single Payment _ 12 month payment at $ Effective Date:
— Business /Consumer currently owns scanner equipment
Digital Check warrants its products to be free from defects in material and workmanship for one year from the
date of purchase by the Bank. Digital Check has an Express Warranty Replacement Program Simply contact
Digital Checks Reseller's Help Desk and they will overnight a scanner to you. Cost of Express Warranty
Replacement Program: 12 months $70.00 24 months $140.00 36 months $220.00
Other Fees
Monthly Maintenance — No Charge
Per item fee — No Charge
Note: Collier County does not maintain a secue Internet site as it is public
site.
Account number for scanner payment: N /A,
TMRDC0002 07/31/2014 16
Filename: T:TreasuryOperation s/RemoteDeposit/RemoteDepositAgreement. doe
Packet Page -1790-
11/18/2014 16.E.6.
ATTACHMENT D
PROCESSING REQUIREMENTS
1. The total dollar amount per day transmitted by Business /Consumer shall not exceed $
2. Cut -off Time 7:00 PM on a business day we are open *.
*Holiday Calendar
First Florida Integrity Bank will be closed on the following standard holidays observed by the Federal Reserve
Bank. First Florida Integrity Bank will not accept files for processing on the following days, as well as all
Saturdays and Sundays. Likewise, entries should not be effective dated for these days.
New Year's Day (January 1)
Martin Luther King's Birthday (Third Monday in January)
Presidents Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Columbus Day (Second Monday in October)
Veterans Day (November 11)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)
Note: If January 1, July 4, November 11, or December 25 fall on a Sunday, the next following Monday is a
standard Federal Reserve Bank holiday.
TMRDC0002 07/31/2014 17
Filename: T: TreasuryOperations/ RemoteDeposit /RemoteDepositAgreement.doc
Packet Page -1791-
Bank Use Only: CIF #
First Florida
Integrity Bank
mommommmd
Retail Lockbox Aereement
Account Title: Board of Countv Commisioners Utilitv Water and Sewer
11/18/2014 16.E.6.
Addendum
Contact Person: Theresa Riesen Phone: 239 - 252 -2362
Account numbers: 1056522
Customer desires to use Retail Lockbox services of Bank. Bank is willing to provide such services under
the terms and conditions in the Master Banking Services Agreement along with the Policies and
Procedures listed below.
1. ACCOUNTS
Customer shall open an account into which the Retail Lockbox Payments shall be deposited
( "Account"). Each such Account shall be subject to Bank's ordinary rules and regulations and fees.
The Customer shall deliver to Bank any documents customarily required by Bank in connection
with such accounts. Bank is not obligated to process any Retail Lockbox Payments until the
appropriate account has been established.
2. CREDIT ACCOUNTS: 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. Bank is responsible for the mail
during delivery from the post office box to the Lockbox processing site two (2) times per day.
5. REMITTANCE ADDRESS
All envelopes containing checks, drafts or money orders (hereinafter referred to as "item(s) ")
are to be processed by Bank, which are attached hereto and made a part hereof by reference,
and will be mailed to the address set forth therein.
PO Box City, State, Zip Code
6. DEPOSITS
Bank will make one or more deposits of all items processed each banking day for credit to
Customer's depository account. The relationship of Customer as a depositor shall commence
when money, checks, or other orders for the payment of money, collected at the Retail Lockbox
G
Filename: T: /TreasuryOperations /Retail Lockbox /FFIBRetail Lockbox Agreement.docx
Packet Page -1792-
11/18/2014 16.E.6.
Bank Use Only: CIF # Addendum
or received at the Bank and are accepted and credited to the Customer's account. In the event
that Bank fails or is delayed in making a scheduled Retail Lockbox pickup, and the failure is
due to circumstances within Bank's control, Customer's sole remedy shall be to require that
Bank process, without charge, the mail not timely picked up. In the event the Bank loses mail
picked up from the remittance address, Bank shall have no liability whatsoever for loss of
items, other than checks, drafts, money orders, or other forms of negotiable instruments. Bank
shall at no time be liable or responsible for any indirect, consequential, or punitive damages,
including, but not limited to, lost profits resulting from any act or omission of Bank.
7. CUSTOMER OBLIGATIONS
Customer agrees to provide Bank with unrestricted and exclusive access to Customer's
designated Post Office Box locations, in order that Bank might receive all remittance
documents printed according to the specifications provided by the Bank. Envelopes containing
the remittance documents must be of a size and paper quality as indicated by Bank. Such
standards will be mutually agreed upon in writing by Bank and Customer.
Customer agrees to follow the recommendations and specifications outlined by the Bank
relating, without limitation, to document specifications for the remittance documents to be
submitted to Bank hereunder.
Insofar as the performance of services under this Agreement by Bank requires data, documents,
information or materials of any nature to be furnished by Customer, or for personnel, Customer
hereby agrees to furnish all data, documents, information and materials and to perform all such
acts and to make appropriate personnel, records, and facilities available to Bank, all within such
time and in such form or manner as may reasonable be necessary in order to enable Bank to
perform the required services promptly and in a workmanlike manner.
8. DOCUMENT TEST
The parties understand and agree that acceptance of this contract and performance by Bank is
dependent on the successful test of Customer's documents. Bank shall have the sole and
absolute discretion to determine whether a test has been "successful" After the contract is
accepted, customer agrees that it will not change, in any respect, the document or its contents
without thirty (30) days minimum prior written notification to Bank and subsequent acceptance,
testing, and approval by Bank. Bank reserves the right to test customer's documents from time
to time, upon prior notification and coordination with Customer.
9. RETURN CHECKS
Bank shall re- deposit (one time only) all checks deposited to Customer's account which are
returned unpaid due to "insufficient funds ". If re- deposit is not possible, for reasons such as
account closed or "payment stopped" or a check is returned unpaid a second time, the Bank
shall charge all such items to Customer's account and the item shall be returned to the
Customer.
10. HOLIDAYS
No Retail Lockbox services will be provided on any bank holiday prescribed by the Bank's
local Federal Reserve District.
11. STANDARD PROCEDURES
Bank will open the envelopes, remove and inspect enclosures and process the remittances as
follows:
To
Filename: T:/TreasuryOperations/Retail Lockbox /FFIBRetail Lockbox Agreement.docx
Packet Page -1793-
11/18/2014
Bank Use Only: CIF # Addendum
a. Acceptable Payee. To be acceptable for deposit, the payee of an item must be one of
those set forth, or a reasonable variation thereof. The Bank reserves the right, in its sole
discretion, to determine what a reasonable variation is. The Bank will make all
reasonable efforts to decipher the payee line on all items. However, if the payee line is
not legible, as determined by the Bank, in its sole discretion, the Bank shall first directly
contact Customer to enable processing and, if still unsuccessful, return the item,
unprocessed, to Customer.
b. Differing Amounts. If an item's written and numeric amounts differ, the Bank shall
process the check for the written amount. If the Bank is unable to determine the written
amount, the Bank shall first directly contact Customer to enable processing and, if still
unsuccessful, the item will not be deposited and will be returned to the Customer for
disposition.
c. Restrictions and Conditional Notations. Bank shall not review items for restrictive
endorsements and shall have no liability to Customer for the process and deposit of an
item bearing restrictive or conditional notations such as "Payment in Full ", "Balance on
Account ", or words of similar import.
d. Foreign Banks and Currency. Items drawn on foreign banks or payable in foreign
currency will be sent for collection. Availability of funds will be credited when collection
is complete.
e. Missing Remittance Advice. Per customer request, when items are received without a
remittance advice, the Bank shall first directly contact Customer to enable processing
and, if still unsuccessful, item will be returned to the Customer.
f. Missing Date. All undated checks will be dated by the Bank as of the date of processing.
g. Stale- Dated. Bank will make a reasonable effort to return to Customer all checks dated
more than six (6) months prior to the processing date.
h. Post -Dated Items. Post -dated items that are three (3) days or more from the date of
processing will not be processed and will be returned to the Customer. In the event that
the Bank endorses and process a check post dated in excess of three (3) days, Customer's
sole remedy against the bank shall be a refund of the charge for processing the check.
i. Missing Signature. Items which do not have the drawer's signature and do not indicate
the drawer's identity will not be processed. If Bank is otherwise able to determine the
drawer's identity from the face of the check, Bank will deposit the check and affix a
stamped impression requesting the drawee bank to contact drawer for authority to pay.
J•
12. The Master Banking Services Agreement, Contract Number 2014 -001 is incorporated
herein by reference and shall apply to this Agreement. In the event of a conflict
between the terms of this Agreement and the Master Banking Services Agreement, the
terms of the Master Banking Services Agreement shall take precedence.
16.E.6.
Filename: TITreasuryOperations/Retail Lockbox /FFIBRetail Lockbox Agreement.docx CA
Packet Page -1794-
Company Name:
Date Accepted:
Bank Use Only: CIF #
First Florida Integrity Bank
By: By:
Name: Name:
Title:
ATTEST
DWIGHT E. BROCK, CLERK
BY:
Title:
11/18/2014 16.E.6.
Addendum
Approved as to form and legality
Scott R. Teach, Deputy County Attorney
Filename: T : /TreasuryOperations/Retail Lockbox /FFIBRetail Lockbox Agreement.docx
Packet Page -1795-
Bank Use Only CIF#
f y
First Florida
Integrity Bank
ACH Agreement
11/18/2014 16.E.6.
This agreement is made this the day of between First Florida Integrity Bank
( "Bank ") and Collier County Board of Commissioners (the "Customer+') collectively the "Parties ".
Customer wishes to initiate credit and /or debit Entries through the Bank to accounts maintained at Bank and in
other depository financial institutions by means of the Automated Clearing House Network ( "ACH ") pursuant to
the terms of this Agreement and the rules of the National Automated Clearing House Association ( "NACHA ") and
Bank's operating rules and procedures for electronic entries, including any exhibits or appendices thereto now in
effect, or as may be amended from time to time, (the "Rules "), and Bank is willing to act as an Originating
Depository Financial Institution ( "ODFI °) with respect to such Entries. This Agreement sets forth the terms and
conditions pursuant to which Bank will provide to Customer the ACH Services outlined herein ( "Services ").
Customer hereby requests Bank to provide the Service described in this Agreement. By executing this Agreement
and /or using the Services described in this Agreement, Customer accepts and agrees to all terms, conditions, and
provisions of this Agreement and agrees that this Agreement sets forth the terms and conditions pursuant to
which Bank will provide to Customer the Service outlined herein. To the extent that Customer transmits Entries via
the Internet, Customer must execute the Internet Banking System agreement which is hereby incorporated by
reference and made a part hereof. In the event of inconsistency between a provision of this Agreement, the
Uniform Commercial Code ( "UCC "), the Internet Banking System agreement, and /or the Master Banking Services
Agreement, the provisions of the Master Banking Services Agreement shall prevail. Terms not otherwise defined
in this Agreement or the Master Banking Services Agreement shall have the meaning ascribed to those terms in
the Rules. The term "Entry" shall have the meaning provided in the Rules and shall also mean the data received
from Customer hereunder from which Bank initiates each Entry.
Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Bank and Customer, intending to be legally bound, do
hereby agree as follows:
AGREEMENT
1. COMPLIANCE WITH RULES AND LAWS. Customer acknowledges it has a copy or has access to a copy of
the Rules. The Rules may also be purchased online at www.nacha.orQ 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.gov /ofac.) Customer
agrees that the performance of any action by Bank to debit or credit an account or transfer funds otherwise
required by the Rules is excused from the performance of such action to the extent that the action is inconsistent
with United States law, including the obligations of the Bank under OFAC or any program administered by the
United States Department of the Treasury's Financial Crimes Enforcement Network ( "FinCEN "). Customer agrees
generally and warrants to Bank that all actions by Customer contemplated by this Agreement, including the
preparation, transmittal, and settlement of Entries, if any, and payment orders, shall comply in all material
respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries,
including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of
the Federal Reserve and the Federal Financial Institutions Examination Council ( "FFIEC'). Bank will charge the
Customer with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as a result
of non - compliance by the Customer and the Customer agrees to fully reimburse and /or indemnify Bank for such
charges or fines. The specific duties of the Customer provided in the following paragraphs of this Agreement in no
way limit the foregoing undertaking. The duties of the Customer set forth in the following paragraphs of this
Agreement in no way limit the requirement of complying with the Rules.
Packet Page -1796-
11/18/2014 16.E.6.
L DESIGNATION OF ADMINISTRATOR. In order to originate ACH Entries, Customer must designate at least
one Administrator. Administrator(s) shall be responsible for designating "Users" who Customer authorizes to issue
Entries on its behalf. For the purposes of this Agreement, the term User shall also include the Administrator. The
Bank shall be entitled to rely on the designations made by the Customer's Administrator(s) and shall not be
responsible for matching the names of the company Users designated by the Administrator(s) to names or titles
listed in Customer's banking resolutions. Customer agrees that any such online Entries shall comply with Bank's
Security Procedures, which are subject to change with five business days by written notice to Customer. Although
Bank is only required to act upon the instructions of the User(s), the Bank may, in Its sole discretion, execute debit
or credit Entries initiated by any individuals authorized by Customer to sign checks on Customer accounts. The
signature cards establishing the authorized signatories for Customer deposit accounts are hereby incorporated by
reference and made a part hereof.
3. TRANSMISSION OF ENTRIES BY CUSTOMER. User(s) shall initiate the debit or credit Entries in Schedule A
hereunder on behalf of and selected by Customer. Bank shall be entitled to deem any person having knowledge of
any Security Procedure, defined below in Section 8 of this Agreement and required to Initiate Entries under this
Agreement, to be a User. User(s) shall transmit Entries to Bank in computer readable form in compliance with the
formatting and other requirements set forth in the NACHA file specifications or as otherwise specified by Bank.
Entries shall be transmitted to Bank no later than the time and the number of days prior to the Effective Entry Date
specified in the Processing Schedule attached hereto and made a part hereof as Schedule B. For the purposes of
this Agreement, "Business Day" means Monday through Friday, excluding federal holidays and the "Settlement
Date" with respect to any Entry shall be the Business Day when such Entry is debited or credited in accordance
with instructions of the Customer. A federal holiday calendar is attached as Schedule F. Entries received after the
cut off time shall be deemed to have been received on the next Business Day. The total dollar amount of Entries
transmitted by Customer to Bank on any one Business Day shall not exceed the lesser of the amount of collected
funds in Customer's account or the ACH Processing limit set forth in Schedule D to this Agreement.
"Entry Settlement Limit" means the maximum aggregate amount of In- Process Entries permitted to be outstanding
at any time, which amount shall be separately communicated to Customer by Bank in writing from time to time.
°ln- 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 two (2)
banking days prior to the date on which Customer wishes to initiate the Entry that otherwise would be an
Overlimit Entry. Bank may require from Customer financial or other information in connection with Bank's
consideration of the request. Bank may grant or deny Customer's request at its sole discretion. In addition to the
foregoing, Bank generally reserves the right to limit the nature and amount of the preauthorized debit/credit
Entries processed under this Agreement or to refuse to process any debit/credit Entries under this Agreement if, in
Bank's sole judgment (1) 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, (il) to do otherwise would violate any limit set by the applicable
clearing house association or any governmental authority or agency to control payment system risk, or (iii) a
preauthorized credit Entry or the return of a preauthorized debit Entry would create an overdraft of Customer's
Accounts. If any of the foregoing actions are taken by Bank with respect to a particular preauthorized debit /credit
Entry, Bank will notify Customer immediately. Customer may not reinitiate entries except as prescribed by the
Rules.
4. THIRD PARTY SERVICE PROVIDERS. Customer may be using special equipment, services or software
provided by a third party to assist it in processing Files hereunder ( "Service Provider"). Customer agrees not to use
a Service Provider to transmit files to Bank without first entering into Bank's Third Party Service Provider
Agreement. If Customer uses Service Provider to transmit Files to Bank and Customer and Service Provider have
not entered into a Third Party Service Provider Agreement, Customer (a) agrees that Service Provider is acting as
Customer's agent in the delivery of Files to Bank, and (b) agrees to assume full responsibility and liability for any
failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement. Bank will
June 2014 Filename: T /Treasurf0perations/ACHAgreement 2
Packet Page -1797-
11/18/2014 16.E.6.-
not be liable for any losses or additional costs incurred by Customer as a result of any error by Service Provider or a
malfunction of equipment provided by Service Provider. Customer is solely responsible for maintaining
compliance with the requirements of Service Provider, including obtaining any software updates. Bank's sole
responsibility shall be to transmit Bank approved transactions to the ACH Operator and Bank shall not have any
responsibility for any File handled by Service Provider until that point in time when Bank accepts and approves a
File from such Service Provider for processing. If Bank authorizes Customer to use a Service Provider, the terms
and conditions governing the relationship between Customer and the Service Provider shall be governed by a
separate agreement between Customer and Service Provider ( "Service Provider Agreement"). All of Customer's
obligations and responsibilities under this Agreement will apply to the Service Provider, and Customer's separate
agreement with the Service Provider must so provide. At Bank's request, Customer will provide to Bank a true and
exact copy of such agreement. Customer shall designate the Service Provider as a User and the Service Provider
must also enter into a Service Provider Agreement before the Service Provider sends Files to Bank.
Notwithstanding the foregoing, Customer hereby authorizes Bank to accept any File submitted by the Service
Provider even if the Service Provider has not been designated as a User or if the Third Party Service Provider has
not executed the Service Provider agreement. Customer hereby indemnifies and holds Bank harmless for any
losses, damages, fines, assessments, costs and expenses incurred or suffered by Bank or any other person as a
result of or arising from Customer's use of Service Provider, including fines or assessments incurred under or
pursuant to the Rules and reasonable attorneys' fees as prescribed by law. Indemnification by Customer is
subject to the limitations of Chapter 768.28, Fla. Stats.
S. SECURITY PROCEDURES.
(a) The Customer shall comply with the "Security Procedures" described in Schedule C attached
hereto and made a part hereof, and Customer acknowledges and agrees that the Security Procedures, including
(without limitation) any code, password, personal identification number, user identification technology, token,
certificate, or other element, means, or method of authentication or identification used in connection with a
Security Procedure ( "Security Devices ") used in connection therewith, constitute commercially reasonable security
procedures under applicable law for the initiation of ACH entries. Customer authorizes Bank to follow any and all
instructions entered and transactions initiated using applicable Security Procedures unless and until Customer has
notified Bank, according to notification procedures prescribed by Bank, that the Security Procedures or any
Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) and
until Bank has had a reasonable opportunity to act upon such notice. Customer agrees that the initiation of a
transaction using applicable Security Procedures constitutes sufficient authorization for Bank to execute such
transaction notwithstanding any particular signature requirements identified on any signature card or other
documents relating to Customer's deposit account maintained with Bank, and Customer agrees and intends that
the submission of transaction orders and instructions using the Security Procedures shall be considered the same
as Customer's written signature in authorizing Bank to execute such transaction. Customer acknowledges and
agrees that Customer shall be bound by any and all Entries initiated through the use of such Security Procedures,
whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by User(s), to
the fullest extent allowed by law. Customer further acknowledges and agrees that the Security Procedures are not
designed to detect error in the transmission or content of communications or Entries initiated by Customer and
that Customer bears the sole responsibility for detecting and preventing such error.
(b) Customer agrees to keep all Security Procedures and Security Devices protected, secure, and
strictly confidential and to provide or make available the same only to User(s). Customer agrees to instruct each
User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Bank shall
distribute Security Devices to the Administrator and Bank shall otherwise communicate with the Administrator
regarding Security Procedures. Customer's Administrator shall have responsibility to distribute Security Devices to
User(s) and to ensure the proper implementation and use of the Security Procedures by User(s). Where Customer
has the ability to change or modify a Security Device from time to time (e.g., a password or PIN), Customer agrees
to change Security Devices frequently in order to ensure the security of the Security Device. Customer agrees to
notify Bank immediately, according to notification procedures prescribed by Bank, if Customer believes that any
Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons
other than User(s) or if Customer believes that any ACH transaction or activity is unauthorized or in error. In the
event of any actual or threatened breach of security, Bank may issue Customer a new Security Device or establish
new Security Procedures as soon as reasonably practicable, but Bank shall not be liable to Customer or any third
party for any delay in taking such actions.
June 2014 Filename: T/ TreasuryOperations /ACHAgreement 3
Packet Page -1798-
11/18/2014 16.E.6.
(c) Customer agrees to notify Bank immediately, according to notification procedures prescribed by
Bank, if the authority of any Administrator(s) shall change or be revoked. Customer shall recover and return to
Bank any Security Devices in the possession of any User(s) whose authority to have the Security Device has been
revoked.
(d) Bank reserves the right to modify, amend, supplement, or cancel any or all Security Procedures,
and /or to cancel or replace any Security Device, at any time and from time to time in Bank's discretion. Bank will
endeavor to give Customer a thirty (30) day notice in writing of any change in Security Procedures; provided that
Bank may make any change in Security Procedures without advance notice to Customer if Bank, in its judgment and
discretion, believes such change to be necessary or desirable to protect the security of Bank's systems and assets.
Customer's implementation and use of any changed Security Procedures after any change in Security Procedures shall
constitute Customer's agreement to the change and Customer's agreement that the applicable Security Procedures, as
changed, are commercially reasonable and adequate for the purposes intended.
6. PHYSICAL AND ELECTRONIC SECURITY.
(a) Customer is solely responsible for providing for and maintaining the physical, electronic,
procedural, administrative, and technical security of data and systems in Customer's possession or under
Customer's control. Bank is not responsible for any computer viruses (including, without limitation, programs
commonly referred to as "malware," "keystroke loggers," and /or "spyware "), problems or malfunctions resulting
from any computer viruses, or any related problems that may be associated with the use of an online system or
any ACH Origination services. Any material downloaded or otherwise obtained is obtained at Customer's own
discretion and risk, and Bank is not responsible for any damage to Customer's computer or operating systems or
for loss of data that results from the download of any such material, whether due to any computer virus or
otherwise. Customer is solely responsible for maintaining and applying anti -virus software, security patches,
firewalls, and other security measures with respect to Customer's operating systems, and for protecting, securing,
and backing up any data and information stored in or on Customer's operating systems. Bank is not responsible
for any errors or failures resulting from defects in or malfunctions of any software installed on Customer's
operating systems or accessed through an Internet connection.
(b) Customer acknowledges and agrees that it is Customer's responsibility to protect itself and to be
vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly
referred to as "phishing" and "pharming"). Customer agrees to educate User(s), agents, and employees as to the
risks of such fraud and to train such persons to avoid such risks. Customer acknowledges that Bank will never
contact Customer by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or
confidential information. In the event Customer receives an e-mail or other electronic communication that
Customer believes, or has reason to believe, is fraudulent, Customer agrees that neither Customer nor its User(s),
agents, and employees shall respond to the e-mail, provide any information to the e-mail sender, click on any links
in the e-mail, or otherwise comply with any instructions in the e-mail. Customer agrees that Bank is not
responsible for any losses, injuries, or harm incurred by Customer as a result of any electronic, e-mail, or Internet
fraud.
(c) In the event of a breach of the Security Procedure, Customer agrees to assist Bank in determining
the manner and source of the breach. Such assistance shall be coordinated and agreed by Customer and Bank and
shall include, but shall not be limited to, providing Bank or Bank's agent access to Customer's hard drive, storage
media and devices, systems and any other equipment or device that was used in breach of the Security Procedure.
Customer further agrees to provide to Bank any analysis of such equipment, device, or software or any report of
such analysis performed by Customer, Customer's agents, law enforcement agencies, or any other third party.
Failure of Customer to assist Bank shall be an admission by Customer that the breach of the Security Procedure
was caused by a person who obtained access to transmitting facilities of Customer or who obtained information
facilitating the breach of the Security Procedure from Customer and not from a source controlled by Bank.
7. CREDIT AND DEBIT ENTRIES; RECORDS RETENTION. Customer shall obtain an authorization
( "Authorization Agreement ") as required by the Rules from the person or entity whose account will be debited or
credited as the result of a debit or credit Entry initiated by Customer and Customer shall retain the Authorization
Agreement in original form while it is in effect and the original or a copy of each authorization for two (2) years
after termination or revocation of such authorization as stated in the Rules. Upon request, Customer shall furnish
the original or a copy of the authorization to any affected Participating Depository Financial Institution, as defined
in the Rules.
June 2014 Filename: T/ rreasuryoperations /ACHAgreement 4
VP
Packet Page -1799-
11/18/2014 16.E.6.
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 o business account must be CCD or CTX. Please see the CCD and CTX definition in Schedule A or
refer to the NACHA Rules for a detailed explanation.
8. RECORDING AND USE OF COMMUNICATIONS. Customer and Bank agree that all telephone
conversations or data transmissions between them or their agents made in connection with this Agreement may
be electronically recorded and retained by either party by use of any reasonable means. Bank shall not be
obligated to make such recordings, except those required by Florida Statutes Chapter 119 as it relates to
Contractors and services provided to public agencies.
9. PROCESSING, TRANSMITTAL, AND SETTLEMENT BY BANK. Except as otherwise provided for in this
Agreement and if Bank elects to accept Entries, Bank shall:
(a) (i) use commercially reasonable efforts to comply with the instructions of Customer, (ii) process
Entries received from Customer to conform with the file specifications set forth in the Rules, (iii) transmit such
Entries as an ODFI to the "ACH" processor selected by Bank, (iv) settle for such Entries as provided in the Rules,
and (v) in the case of a credit Entry received for credit to an account with Bank ( "On -Us Entry"), Bank shall credit
the Receiver's account in the amount of such credit Entry on the Effective Entry Date contained in such credit Entry
provided such credit Entry is received by Bank at the time and in the form prescribed by Bank in Section 3.
(b) transmit such Entries to the ACH processor by the deposit deadline of the ACH processor,
provided: (i) such Entries are completely received by Bank's cut -off time at the location specified by Bank to
Customer from time to time; (ii) the Effective Entry Date satisfies the criteria provided by Bank to Customer; and
(iii) the ACH processor is open for business on such Business Day. Customer agrees that the ACH processor
selected by Bank shall be considered to have been selected by and designated by Customer. The Customer will
receive immediately available funds for any electronic debit entry initiated by it on the Settlement Date applicable
thereto.
10. SETTLEMENT OF CREDIT ENTRIES AND RETURNED DEBIT ENTRIES. Customer agrees to settle for all credit
Entries issued by Customer, User(s), or credit Entries otherwise made effective against Customer. Customer shall
make settlement at such time on the date of transmittal by Bank of such credit Entries as Bank, in its discretion,
may determine, and the amount of each On -Us Entry at such time on the Effective Date of such credit Entry as
Bank, in its discretion, may determine. Customer shall settle with Bank for the amount of each debit Entry
returned by a Receiving Depository Bank ( "RDFI ") or debit Entry dishonored by Bank. Settlement shall be made by
Customer to Bank in any manner specified by Bank. Notwithstanding the foregoing, Bank is hereby authorized to
charge the account(s) ( "Authorized 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 parry as a result thereof; or
June 2014 Filename: T /TreasuryOperations /ACHAgreement
Packet Page -1800-
11/18/2014 16.E.6.
(c) Process all credit Entries. In the event Bank elects to process credit Entries initiated by Customer and
Customer has not maintained sufficient available, funds in the Authorized Account with Bank to cover them, the
total amount of the insufficiency advanced by Bank on behalf of Customer shall be immediately due and payable
by Customer to Bank without any further demand from Bank. If Bank elects to pay Customer's account in the
overdraft on any one or more occasions, it shall not be considered a waiver of Bank's rights to refuse to do so at
any other time nor shall it be an agreement by Bank to pay other items in the overdraft.
11. ON -US ENTRIES. Except as provided in Section 13, Rejection of Entries, or in the case of an Entry received
for credit to an account maintained with Bank (an "On -Us Entry"), the Bank shall credit the Receiver's account in
the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth
in Section 9 (b) (i), (ii), and (iii) are met. If any of those requirements are not met, the Bank shall use reasonable
efforts to credit the Receiver's account in the amount of such Entry no later than the next Business Day following
such Effective Entry Date.
12. RESERVES. From time to time, Bank shall evaluate Customer's transaction activity for the purpose of
establishing averages for transaction frequency, amount, returns and adjustments. These evaluations will occur at
least annually and may occur more frequently at Bank's discretion.
13. REJECTION OF ENTRIES. Bank will notify Customer of the rejection of an Entry. Bank shall have no
liability to Customer for rejection of an Entry and shall not be liable to pay interest to Customer even if the amount
of Customer's payment order is fully covered by a withdrawable credit balance in an Authorized Account of
Customer or the Bank has otherwise received full payment from Customer.
14. CANCELLATION OR AMENDMENT BY CUSTOMER. Bank may accept in writing a cancellation or
amendment by Customer. If Bank accepts a cancellation or amendment of an Entry, Customer must comply with
the Security Procedures provided in Section 7 of this Agreement. If such a request is received by the Bank before
the affected Entry has been transmitted to the ACH (or, in the case of an On -Us Entry, before the Receiver's
account has been credited or debited), the Bank will use reasonable efforts to cancel or amend the Entry as
requested, but the Bank shall have no liability if the cancellation or amendment is not effected. If Bank accepts a
cancellation or amendment of an Entry, Customer hereby agrees to indemnify, defend all claims and hold Bank
harmless from any loss, damages, or expenses, including but not limited to reasonable attorney's fees prescribed
by law, incurred by Bank as the result of its acceptance of the cancellation or amendment. Indemnification by
Customer is subject to the limitations of Chapter 768.28, Fla. Stats.
15. REVERSALS OF ENTRIES.
(a) General Procedure. Upon proper and timely request by the Customer, the Bank will use reasonable efforts
to effect a reversal of an Entry or File. To be "proper and timely," the request must (i) be made within five (5)
Business Days of the Effective Entry Date for the Entry or File to be reversed; (ii) be made immediately, not to
exceed ten (10) hours, upon discovery of the error; and comply with all of the Rules. In addition, if the Customer
requests reversal of a Debit Entry or Debit File, it shall concurrently deposit into the Customer Account an amount
equal to that Entry or File. The Customer shall notify the Receiver of any reversing Entry initiated to correct any
Entry it has initiated in error. The notification to the Receiver must include the reason for the reversal and be
made no later than the Settlement Date of the reversing Entry.
(b) No Liability: Reimbursement to the Bank. Under no circumstances shall the Bank be liable for interest or
related losses if the requested reversal of an Entry is not effected. The Customer shall reimburse the Bank for any
expenses, losses or damages it incurs in effecting or attempting to effect the Customer's request for reversal of an
Entry.
16. ERROR DETECTION. Bank has no obligation to discover and shall not be liable to Customer for errors
made by Customer, including but not limited to errors made in identifying the Receiver, or an Intermediary or RDFI
or for errors in the amount of an Entry or for errors in Settlement Dates. Bank shall likewise have no duty to
discover and shall not be liable for duplicate Entries issued by Customer. Notwithstanding the foregoing, if the
Customer discovers that any Entry it has initiated was in error, it shall notify the Bank of such error. If such notice
is received no later than four (4) hours prior to the ACH receiving deadline, the Bank will utilize reasonable efforts
to initiate an adjusting Entry or stop payment of any On -Us" credit Entry within the time limits provided by the
Rules. In the event that Customer makes an error or issues a duplicate Entry, Customer shall indemnify, defend all
claims, and hold Bank harmless from any loss, damages, or expenses, including but not limited to reasonable
attorney's fees prescribed by law, incurred by Bank as result of the error or issuance of duplicate Entries.
Indemnification by Customer is subject to the limitations of Chapter 768.28, Fla. Stats.
June 2014 Filename: T / Treasuryoperations /ACHAgreement 6
U
Packet Page -1801-
11 /18/2014 16. E.6. -
17. PROHIBITED TRANSACTIONS. Customer agrees not to use or attempt to use the Services (a) to engage in
any illegal purpose or activity or to violate any applicable law, rule or regulation, (b) to breach any contract or
agreement by which Customer is bound, (c) to engage in any internet or online gambling transaction, whether or
not gambling is legal in any applicable jurisdiction, or (d) to engage in any transaction or activity that is not
specifically authorized and permitted by this Agreement. Customer acknowledges and agrees that Bank has no
obligation to monitor Customer's use of the Services for transactions and activity that is impermissible or
prohibited under the terms of this Agreement; provided, however, that Bank reserves the right to decline to
execute any transaction or activity that Bank believes violates the terms of this Agreement.
18. PRENOTIFICATION. Customer, at its option, may send prenotification that it intends to initiate an Entry or
Entries to a particular account within the time limits prescribed for such notice in the Rules. Such notice shall be
provided to the Bank in the format and on the medium provided in the media format section of such Rules. If
Customer receives notice that such prenotification has been rejected by an RDFI within the prescribed period, or
that an RDFI will not receive Entries without having first received a copy of the Authorization signed by its
customer, Customer will not initiate any corresponding Entries to such accounts until the cause for rejection has
been corrected or until providing the RDFI with such authorization within the time limits provided by the Rules.
19. NOTICE OF RETURNED ENTRIES AND NOTIFICATIONS OF CHANGE. Bank shall notify Customer by e-mail,
facsimile transmission, US mail, or other means of the receipt of a returned Entry from the ACH Operator. Except
for an Entry retransmitted by Customer in accordance with the requirements of Section 3, Bank shall have no
obligation to retransmit a returned Entry to the ACH Operator if Bank complied with the terms of this Agreement
with respect to the original Entry. Customer shall notify the Receiver by phone or electronic transmission of
receipt of each return Entry no later than one Business Day after the Business Day of receiving such notification
from Bank. Bank shall provide Customer all information, as required by the Rules, with respect to each Notification
of Change ( "NOC ") Entry or Corrected Notification of Change ( "Corrected NOC ") Entry received by Bank relating to
Entries transmitted by Customer. Bank must provide such information to Customer within two (2) banking days of
the Settlement Date of each NOC or Corrected NOC Entry. Customer shall ensure that changes requested by the
NOC or Corrected NOC are made within six (6) banking days of Customer's receipt of the NOC information from
Bank or prior to initiating another Entry to the Receiver's account, whichever is later.
10. 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 thirty (30) calendar days of receipt of a periodic statement containing such information; the
Customer agrees that the Bank shall not be liable for any other losses resulting from the Customer's failure to give
such notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic
statement.
21. PROVISIONAL SETTLEMENT. Customer shall be bound by and comply with the Rules as in effect from
time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the
Receiver provisional until receipt by the RDFI of final settlement for such Entry; and Customer acknowledges that it
has received notice of that Rule and or the fact that, if such settlement is not received, the RDFI shall be entitled to
a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver
the amount of the Entry.
22. CUSTOMER REPRESENTATIONS AND WARRANTIES; INDEMNITY. With respect to each and every Entry
transmitted by Customer, Customer represents and warrants to Bank and agrees that (a) each person or entity
shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and
the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such
authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein, (c) Entries
transmitted to Bank by Customer are limited to those types of credit and debit Entries set forth in Schedule A, (d)
Customer shall perform its obligations under this Agreement in accordance with all applicable laws, regulations,
and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws,
regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers
of ACH payment services, and (e) Customer shall be bound by and comply with the provision of the Rules (among
other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by
the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the
rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be
entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the
Receiver the amount of the Entry. The Customer shall defend, indemnify, and hold harmless the Bank, and its
June 2014 Filename: T /TreasuryOperations /ACHAgreement 7
1 1
Packet Page -1802-
11/18/2014 16.E.6.
officers, directors, agents, and employees, from and against any and all actions, costs, claims, losses, damages, or
expenses, including attorney's fees and expenses, resulting from or arising out of (aa) any breach of any of the
agreements, representations or warranties of the Customer contained in this Agreement; or (bb) any act or
omission of the Customer or any other person acting on the Customer's behalf. Indemnification by Customer
is subject to the limitations of Chapter 768.28, Fla. Stats.
23. ADDITIONAL CUSTOMER WARRANTIES FOR SELECTED STANDARD ENTRY CLASSES. NACHA, in its role of
ensuring the safety, security, and viability of the ACH network, has determined that certain single -use or limited -
use consumer authorizations have the potential to increase risk in the ACH system and compromise system
effectiveness by increasing the incidence of returned Entries. Therefore, to qualify as an Originator of such Entries,
Customer hereby warrants to Bank that for each such ACH Entry submitted for processing, Customer has obtained
all authorizations from the Receiver as required by the Rules, by Regulation E or other applicable law, and this
Agreement. Customer indemnifies and holds Bank harmless from any liability arising out of Customer's breach of
these warranties. Indemnification by Customer is subject to the limitations of Chapter 768.28, Fla.
Stats.
24. LIMITATION OF LIABILITY.
(a) IN THE PERFORMANCE OF THE SERVICES REQUIRED BY THIS AGREEMENT, BANK SHALL BE ENTITLED TO
RELY SOLELY ON THE INFORMATION, REPRESENTATIONS, AND WARRANTIES PROVIDED BY CUSTOMER PURSUANT
TO THIS AGREEMENT, AND SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS THEREOF. BANK
SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE SERVICES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
AND SHALL BE LIABLE ONLY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING THOSE
SERVICES. BANK SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S ACTS OR OMISSIONS (INCLUDING, WITHOUT
LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY
RECEIVED FROM CUSTOMER) OR THOSE OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY
FEDERAL RESERVE BANK, ACH OPERATOR OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECEIVER OR
RDFI (INCLUDING, WITHOUT LIMITATION, THE RETURN OF ANY ENTRY BY SUCH RECEIVER OR RDFI), AND NO SUCH
PERSON SHALL BE DEEMED BANK'S AGENT. CUSTOMER AGREES TO INDEMNIFY BANK AGAINST ANY LOSS,
LIABILITY OR EXPENSE (INCLUDING ATTORNEYS' FEES AND COSTS) RESULTING FROM OR ARISING OUT OF ANY
CLAIM OF ANY PERSON THAT THE BANK IS RESPONSIBLE FOR ANY ACT OR OMISSION OF CUSTOMER OR ANY
OTHER PERSON DESCRIBED IN THIS SECTION 24(a). Indemnification by Customer is subject to the
limitations of Chapter 768.28, Fla. Stats.
(b) BANK SHALL BE LIABLE FOR CUSTOMER'S ACTUAL DAMAGES DUE TO CLAIMS ARISING SOLELY FROM
BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; IN NO EVENT SHALL BANK BE LIABLE FOR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE WHICH CUSTOMER MAY INCUR
OR SUFFER IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS
KNOWN OR CONTEMPLATED BY THE BANK AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY
WHICH CUSTOMER MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT
WRONGFUL DISHONOR RESULTING FROM BANK'S ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, BANK SHALL BE EXCUSED FROM
FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT,
INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY
CONDITIONS OR OTHER CIRCUMSTANCES BEYOND BANK'S CONTROL. IN ADDITION, BANK SHALL BE EXCUSED
FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF SUCH TRANSMITTAL WOULD RESULT IN
BANK'S HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA -DAY NET FUNDS POSITION ESTABLISHED PURSUANT
TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN BANK'S REASONABLE JUDGMENT OTHERWISE
WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL
RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY.
(d) SUBJECT TO THE FOREGOING LIMITATIONS, BANK'S LIABILITY FOR LOSS OF INTEREST RESULTING FROM
ITS ERROR OR DELAY SHALL BE CALCULATED BY USING THE RATE PAID ON BALANCES IN ACCORDANCE WITH THE
MASTER BANKING SERVICES AGREEMENT. AT BANK'S OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY
CREDITING THE ACCOUNT.
25. INCONSISTENCY OF NAME AND ACCOUNT NUMBER. The Customer acknowledges and agrees that, if an
Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by the
Bank to the RDFI may be made by the RDFI (or by the Bank in the case of an On -Us Entry) on the basis of the
June 2014 Filename: T/ Treasury0perations /ACHAgreement R �r_
Packet Page -1803-
11/18/2014 16.E.6.-
account number supplied by the Customer, even if it identifies a person different from the named Receiver, and
that the Customer's obligation to pay the amount of the Entry to the Bank is not excused in such circumstances.
Customer is liable for and must settle with Bank for any Entry initiated by Customer that identifies the Receiver by
account or identifying number or by name and account or identifying number.
26. PAYMENT FOR SERVICES. The Customer shall pay the Bank the charges for the services provided in
connection with this Agreement, as set forth in the Master Banking Services Agreement and its Exhibits. Such
charges do not include, and the Customer shall be responsible for payment of, any sales, use, excise, value added,
utility or other similar taxes relating to such services, and any fees or charges provided for in the Depository
Agreement between the Bank and the Customer with respect to the Account.
27. AMENDMENTS. Except as provided in Section 26, the Partiesmay amend this agreement from time to
time upon mutual agreement and in writing and, consistent with the Master Banking Services Agreement and its
Exhibits. In the event that performance of services under this Agreement would result in a violation of any present
or future statute, regulation or governmental policy to which the Bank is subject, then this Agreement shall be
amended to the extent necessary to comply with such statute, regulation or policy. Any practices or course of
dealings between the Bank and the Customer, or any procedures or operational alterations used by them, shall not
constitute a modification of this Agreement or the Rules, nor shall they be construed as an amendment to this
Agreement or the Rules.
28. NOTICES, INSTRUCTIONS, ETC.
(a) Except as stated herein, the Bank shall not be required to act upon any notice or instruction received from
the Customer or any other person, or to provide any notice or advice to the Customer or any other person with
respect to any matter.
(b) The Bank shall be entitled to rely on any written notice or other written communication believed by it in
good faith to be genuine and to have been signed by an authorized representative of Customer, and any such
communication shall be deemed to have been signed by such person. Such notice shall be effective on the second
Business Day following the day received by the Bank.
(c) Except as stated herein, any written notice or other written communication required or permitted to be
given under this Agreement shall be delivered or sent by US mail, if to Customer:
Joanne Markiewicz, Director
Procurement Services
Collier County Board of County Commissioners
3327 Tamiami Trail E
Naples, Fl 34112
and if to Bank, at the following address:
First Florida integrity Bank
Attn: Treasury Operations
3560 Kraft Road
Naples, FL 34105
unless another address is substituted by notice delivered or sent as provided heron. Except as otherwise stated
herein, any such notice shall be deemed given when received.
29. DATA RETENTION. The Customer shall retain data on file adequate to permit the remaking of Entries for
five (5) Business Days following the date of their transmittal by the Bank as provided herein, and shall provide such
Data to the Bank upon its request.
30. DATA MEDIA AND RECORDS. All data media, Entries, security procedures and related records used by the
Bank for transactions contemplated by this Agreement shall be and remain the Bank's property. However bank
must comply with Florida Statutes Chapter 119 as it relates to Contractors and services provided to public
agencies.
31. COOPERATION IN LOSS RECOVERY EFFORTS. In the event of any damages for which Bank or Customer
may be liable to each other or to a third party pursuant to the services provided under this Agreement, Bank and
June 2014 Filename: T /Treasury0perations /ACHAgreement 9 (@
Packet Page -1804-
11/18/2014 16.E.6.
Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in
performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to
defend or elects to pursue against a third party.
32. TERMINATION. This Agreement may be terminated by either party pursuant to the terms of the Master
Banking Services Agreement and its Exhibits.
33. ENTIRE AGREEMENT. This Agreement (including the Schedules attached) together with the Master
Banking Services Agreement and its Exhibits is the complete and exclusive statement of the agreement between
the Bank and the Customer with respect to the subject matter hereof and supersedes any prior agreement(s)
between the Bank with respect to such subject matter. In the event of any inconsistency between the terms of
this Agreement and the terms of the Master Banking Services Agreement shall govern. In the event performance
of the services provided herein in accordance with the terms of this Agreement would result in a violation of any
present or future statute, regulation or government policy to which the Bank, or Customer, is subject, and which
governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed
amended to the extent necessary to comply with such statute, regulation or policy, and the Bank shall incur no
liability to the Customer as a result of such violation or amendment. No course of dealing between the Bank and
the Customer will constitute a modification of this Agreement, the Rules, or the security procedures, or constitute
an agreement between the Bank and the Customer regardless of whatever practices and procedures the Bank and
the Customer may use.
34. NON - ASSIGNMENT. No right or interest hereby conferred shall be assignable without the
prior written consent of the other party, and any assignment made without such consent shall be
null and void.
35. WAIVER. No waiver of a breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
36. BINDING AGREEMENT, BENEFIT. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, and assigns. This Agreement is not for the
benefit of any other person, and no other person shall have any right against the Bank or the Customer hereunder.
37. HEADINGS. Headings are used for reference purposes only and shall not be deemed part of this
Agreement.
38. SEVERABILITY. In the event that any provision of this Agreement shall be determined to be invalid, illegal,
or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent permitted by law.
39. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of
the State of Florida without reference to Its conflict of laws provisions, and applicable federal law.
0
June 2014 Filename: T/ Treasuryoperations /ACHAgreement 10
Packet Page -1805-
11/18/2014 16.E.6.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized
officers.
Customer
First Florida Integrity Bank
By: By:
Name: Name:
Title: Title:
Customer
By:
Name:
Title:
ATTEST Approved as to form and legality
DWIGHT E. BROCK, CLERK
BY: Scott R. Teach, Deputy County Attorney
7)1
June 2014 Fil ename: T/ TreasuryOperations /ACHAgreement 1 1
Packet Page -1806-
11/18/2014 16.E.6.
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.
` f
June 2014 Filename: T/ Treasuryoperations /ACHAgreement 12
Packet Page -1807-
Schedule B
Processing Schedule
Delivery of ACH Files:
11/18/2014 16.E.6.
• 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.
June 2014 Filename: T/ Treasury0perations /ACHAgreement 13
Packet Page -1808-
11/18/2014 16.E.6.
Schedule C
Security Procedures
Customer is responsible to strictly establish and to maintain procedures to safeguard against unauthorized
transactions. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper
supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security
procedures and any passwords, codes, security devices, and related instructions provided by Financial Instituion. If
Customer believes or suspects that any such information has been accessed by an unauthorized individual,
Customer will verbally notify Bank immediately, followed by written confirmation. The occurrence of such
notification will not affect any transfers made in good faith by Bank prior to the notification and within a
reasonable time period to prevent unauthorized transfers.
Data Security:
Limiting access and securely storing ACH data used in the routing and settlement of ACH transactions is a critical
data security precaution. Customer's ability to limit access to production data can be done through commercially
available software products. Access can be limited to specific programs, user IDs, or read -only or read- and -edit-
only access functionality. Files can also be transmitted between ACH participants using the following data
protection methods: encryption and authentication.
Encryption is a process of scrambling data content through hardware or software in order to protect the
confidentiality of a file's contents. This information should remain encrypted between all parties in the
ACH Network using commercially reasonable procedures and must be transmitted using security
technology that is 128 -bit RC4 technology (minimum standards).
Authentication is a process of ensuring that files and data content have not been altered between the
Orginator and receiving points. Like encryption, this can be done using hardware or software to ensure
data integrity.
Transmittal of Files:
• Customer will only transmit files on the dates specified in the agreed upon transmittal schedule (see Schedule
B). Changes to this schedule must be made in writing and signed by an authorized contact of the Customer.
• Customer will transmit files to Bank via pre- arranged access to ACH system utilizing agreed upon logon
procedures and proper access identification.
• Customer has the ability to set up email notifications using the Cash Management Electronic Banking Alert
feature.
Should any of the above procedures not be met, the file will be rejected by Bank and Customer will be notified.
June 2014 Filename: T/ Treasury0perations /ACHAgreement 14
Packet Page -1809-
Schedule D
ACH Processing Limits
Transaction Limit
Bank Use Only:
11/18/2014 16.E.6.
Maximum Amount of Any ACH Transaction $
ACH Daily File Limits
Daily File Limit for ACH Debit Transactions $
Daily File Limit for ACH Credit Transactions $
- ACH Processing Limits for purposes of this agreement are consistent with those established under the
Internet Banking setups.
June 2014 Filename: T/ TreasuryOperations /ACHAgreement 15
Packet Page -1810-
CA ()
i
11/18/2014 16.E.6.
Schedule E
SERVICE FEES
Fee Schedule: Fees are as indicated in the Master Banking Services Agreement and its Exhibits Schedule F
Holiday Schedule
Holiday Calendar
The Bank will be closed on the following standard holidays observed by the Federal Reserve Bank. The Bank will
not accept files for processing on the following days, as well as all Saturdays and Sundays. Likewise, entries should
not be effective dated for these days.
New Year's Day (January 1)
Martin Luther King's Birthday (Third Monday in January)
Presidents Day (Third Monday in February)
Memorial Day (Last Monday in May)
Independence Day (July 4)
Labor Day (First Monday in September)
Columbus Day (Second Monday in October)
Veterans Day (November 11)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)
Note: If January 1, July 4, November 11, or December 25 fall on a Sunday, the next following Monday is a standard
Federal Reserve Bank holiday.
June 2014 Filename: T/ rreasuryOperationsfACHAgreement 16
Packet Page -1811-
11/18/2014 16.E.6.
Bank Use Only: CIF #
' First Florida
.Y Integrity Bank
Wholesale Lockbox Agreement
Account Title: Board of County Commissioners
Contact Person: Artie Bay Phone: 239 - 252 -3756
Account numbers: 1056498
Customer desires to use Wholesale Lockbox services with First Florida Integrity Bank (Bank) described.
Bank is willing to provide such services listed below:
I. 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 bneL-q
Bank shall credit each Account with the amount of payment received as corresponding to such
Account. All credited funds are credited conditionally subject to final payment and clearance. Any
charge backs shall be debited against the appropriate account designated in writing by the
Customer to Bank and Bank shall promptly deliver notice of such charge back to Customer.
3. PERFORMANCE OF SERVICES
The Bank shall perform the services under this Agreement in accordance with reasonable
commercial standards applicable to the Bank's business; In conformity with rules, regulations
or laws governing the activities to the Bank; and in accordance with this Agreement.
The Bank agrees to:
a. Install a link on Customers computer to the FFIB web based program Remitweb.
b. Scan all checks related information received, such as the Explanation of Benefits (EOB's),
to Remitweb on Customer's behalf.
c. Access the Claims File Customer has loaded to FFIB, process the claim information
contained in the EOBs and updates the Claims File.
d. Bank will contract on Customer's behalf with Orbigraph to provide:
- Matching of EOB and check information to 837 claim file.
- 835 file is created by Orbigraph and will be available to download via Remitwcb within
24 hours providing EOB and check data received by Bank no later than noon.
- All 837 data images of EOB and checks are imported and are available for display using
a unique login and password.
- Images are maintained for 7 years.
Filename: T:/TreasuryOperations/Wholesale Lockbox /FFIBWholesale Lockbox Agreement.docx
Packet Page -1812-
11/18/2014 16.E.6.
Bank Use Only: CIF #
4. REMITTANCE ADDRESS
All envelopes containing checks, drafts or money orders (hereinafter referred to as "item(s)" are
picked up and processed by Bank, which are attached hereto and made a part hereof by
reference, and will be mailed to the address set forth therein.
Collier County EMS
PO Box 7789
Naples, FL 34101
5. DEPOSITS
Bank will make one or more deposits of all items processed each banking day for credit to
Customer's depository account. The relationship of Customer as a depositor shall commence
when money, checks, or other orders for the payment of money, collected at the Wholesale
Lockbox or received at the Bank and are accepted and credited to the Customer's account. In
the event that Bank fails or is delayed in making a scheduled Wholesale Lockbox pickup, and
the failure is due to circumstances within Bank's control, Customer's sole remedy shall be to
require that Bank process, without charge, the mail not timely picked up. In the event the Bank
loses mail picked up from the remittance address, Bank shall have no liability whatsoever for
loss of items, other than checks, drafts, money orders, or other forms of negotiable instruments.
Bank shall at no time be liable or responsible for any indirect, consequential, or punitive
damages, including, but not limited to, lost profits resulting from any act or omission of Bank.
6. CUSTOMER OBLIGATIONS
Customer agrees to provide Bank with unrestricted and exclusive access to Customer's
designated Post Office Box locations, in order that Bank might receive all remittance
documents printed according to the specifications provided by the Bank. Envelopes containing
the remittance documents must be of a size and paper quality as indicated by Bank. Such
standards will be mutually agreed in writing by Bank and Customer.
Customer agrees to follow the recommendations and specifications outlined by the Bank
relating, without limitation, to document specifications for the remittance documents to be
submitted to Bank hereunder.
Insofar as the performance of services under this Agreement by Bank requires data, documents,
information or materials of any nature to be furnished by Customer, or for personnel, Customer
hereby agrees to furnish all data, documents, information and materials and to perform all such
acts and to make appropriate personnel, records, and facilities available to Bank, all within such
time and in such form or manner as may reasonable be necessary in order to enable Bank to
perform the required services promptly and in a workmanlike manner.
7. DOCUMENT TEST
The parties understand and agree that acceptance of this contract and performance by Bank is
dependent on the successful test of Customer's documents. Bank shall have the sole and
absolute discretion to determine whether a test has been "successful" After the contract is
accepted, customer agrees that it will not change, in any respect, the document or its contents
without thirty (30) days minimum prior written notification to Bank and subsequent acceptance,
testing, and approval by Bank. Bank reserves the right to test customer's documents from time
to time, upon prior notification and coordination with Customer.
Q
v
Filename: T:/TreasuryOperations/Wholesale Lockbox /FFIBWholesale Lockbox Agrecment.docx
Packet Page -1813-
11 /18/2014 16. E.6.
Bank Use Only: CIF #
8. RETURN CHECKS
Bank shall re- deposit (one time only) all checks deposited to Customer's account which are
returned unpaid due to "insufficient funds ". If re- deposit is not possible, for reasons such as
account closed or "payment stopped" or a check is returned unpaid a second time, the Bank
shall charge all such items to Customer's account and the item shall be returned to the
Customer.
9. HOLIDAYS
No Wholesale Lockbox services will be provided on any bank holiday prescribed by the Bank's
local Federal Reserve District.
10. STANDARD PROCEDURES
Bank will open the envelopes, remove and inspect enclosures and process the remittances as
follows:
a. Acceptable Payee. To he acceptable for deposit, the payee of an item must be one of
those set forth, or a reasonable variation thereof. The Bank reserves the right, in its sole
discretion, to determine what a reasonable variation is. The Bank will make all
reasonable efforts to decipher the payee line on all items. However, if the payee line is
not legible, as determined by the Bank, in its sole discretion, the Bank shall first directly
contact Customer to enable processing and, if still unsuccessful, return the item,
unprocessed, to Customer.
b. Differing Amounts. If an item's written and numeric amounts differ, the Bank shall
process the check for the written amount. If the Bank is unable to determine the written
amount, the Bank shall first directly contact Customer to enable processing and, if still
unsuccessful, the item will not be deposited and will be returned to the Customer for
disposition.
c. Restrictions and Conditional Notations. Bank shall not review items for restrictive
endorsements and shall have no liability to Customer for the process and deposit of an
item bearing restrictive or conditional notations such as "Payment in Full ", "Balance on
Account ", or words of similar import.
d. Foreiorn Banks and Currencv. Items drawn on foreign banks or payable in foreign
currency will be sent for collection. Availability of funds will be credited when collection
is complete.
e. Missing Remittance Advice. Per customer request, when items are received without a
remittance advice, the Bank shall first directly contact Customer to enable processing
and, if still unsuccessful, item will be returned to the Customer.
L Missine Date. All undated checks will be dated by the Bank as of the date of processing.
g. Stale - Dated. Bank will make a reasonable effort to return to Customer all checks dated
more than six (6) months prior to the processing date.
h. Post -Dated Items. Post -dated items that are three (3) days or more from the date of
processing will not be processed and will be returned to the Customer. In the event that
the Bank endorses and processes a check post dated in excess of three (3) days,
Customer's sole remedy against the bank shall be a refund of the charge for processing
the check. G
Filename: T:/TreasuryOperations/Wholesale Lockbox /FFIBWholesale Lockbox Agreement.doex
Packet Page -1814-
11/18/2014 16.E.6.
Bank Use Only: CIF #
i. Missing Signature. Items which do not have the drawer's signature and do not indicate
the drawer's identity will not be processed. If Bank is otherwise able to determine the
drawer's identity from the face of the check, Bank will deposit the check and affix a
stamped impression requesting the drawee bank to contact drawer for authority to pay.
11. The Master Banking Services Agreement, Contract Number 2014 -001 is incorporated
herein by reference and shall apply to this Agreement. In the event of a conflict
between the terms of this Agreement and the Master Banking Services Agreement, the
terms of the Master Banking Services Agreement shall take precedence.
Company Name:
Date Accepted:_
By:
Name:
Title:
ATTEST
DWIGHT E. BROCK, CLERK
BY.
First Florida Integrity Bank
By:
Name: Nancy Ortega
Title: SVP — Treasury Operations
Approved as to form and legality
Scott R. Tcach, Deputy County Attorney
�2
bJ
Filename: T:/TreasuryOperations/Wholesale Lockbox fFFiBWholesale Lockbox Agreement.docx
Packet Page, -1815-
11/18/2014 16.E.6.
Electronic Banking Terms and Conditions Agreement
Electronic Banking
This Agroemett describee your rights and obligations as a user of the Electronic Banking Service. It also describes the rights and obligations of Filet Florida Integrity
Bank Please read this Agreement carefully. As an authorized &cocoa bolds, you moat abide by ire farms and conditions of this gpeessent, and those provided to you
at account opening, in order to use this Service.
Customer Disclosure and Agreement to Receive Iiiecgvde Commaalcadons
Federal Law requires that we obtain your consent before providing diseknraes electronically. By selecting the 1 Accept' button the float time you login to Bleamnic
Banking, you are (I) ocknowledg ft yowr racedpt of the btformatdon listed below. (2) agreeing drat any contract you eater into with First Florida Integrity Bank for the
ptmiaicn of certain Electronic Banking Services, may be in electronic form, and (3) agreeing that certain information that may be delivered in connection with the
Seance may also be in electronic form.
You are also acknowledging receipt of the following infbrnabw and agree that.
• We may provide You with this Apvc -oat and any nvisious and amendments thereto in electronic faro, and that, if you chose to accept the Agreement, you an
consenting to enter into and arc enuring into an agreamcut electronically that will govern aII fulum transactions you conduct using the Se vices
• We may provide you revisions and anxadmem to the Agreement and such other information, including but not limited to iofatmtion under Regulation E and under
other applicable banking or financial services laws or regulations in connection with the Service, electronigdly as it part of the Agreement or otherwise as a part of
the Serrate. While you may print and retain a copy of the Agreement or any information provided to you in relation to the Service, we only provide theac documents
electronically.
• You have it right at any time to withdraw, without service charges, your consent to receive hdamation electronically. However, because the Agreement and the
information arc provided only in electrmaic format, your withdrawal of consent will terminate the Service.
• If you wish to withdraw consent to receive information eloetrOukak, to terminate the Servioc, or to update your irth oration such as a change of address, or amen
address, you may call Fiat Florida Integrity Bank (877) 763-0244, or write a letter and send it io:
First Florida Integrity Bank
Atteution: Ehxtrmie Banking Department
3560 Kraft Road
Naples, FL 34105
• You are able to access information that is provided in die same manner as the information and the Service via the Internet
• If at any time you suspect unusual activity may have occurred with your sign on credentials, please contact us immediately at (877) 763 -0244 or Bawl
• If we suspect unusual activity may have occurred with your sign on caodentieh or account activity, we may contact you by telephone or email to verify the
legitimacy of the suspected activity.
Definitions
The following definition apply in this Agreement.
"Electronic Banking" is the Interact -based service providing access to your account(s) under the terms set forth in this Electronic Ban Terms and conditions
Agreement
"Online Account" is a First Florida hrtegri y Bank account from which you will be conducting transactions using it Service.
"Business Day" refers to Monday through Friday, eoucludmg holidays as determined by Frst Florida Integrity Bank. All Electronic Banking transaction requests
received after 7:00 pm. EST, or on a non- Busineas Day, will be processed immediately, but will not appo in the electronic history until the following Bwmess Day.
" Password" is a series of numbers and/or letters that you select after the initial signs that establishes your oamedion to the Service. You will then choose your
password in the First Florida hitognty Bank initial application process.
"Time of day" references; we to Eastern Standard Time,
"Token" is a smell security device that provides an extra level of multi- factor authoutication (WA) to s+*t+orin corers to a network service.
•We,• "us" " our" or "First Florida Integrity Bank* refer to First Florida Integrity Bank, which of errs the Service provided under this Agree neat and holds the accounts
accessed by the Service.
"You" and "your" means you, the individuaks) who is identified an the account as the owner or authorised signer as the account holder on the account(s).
Access to Services
First Florida Integrity Bank will provide onhw instructions describing how to use the Electronic Baking Service. To gain access to this Service you will need the bank
issued user ID and password.
Sorts of Operation
The Service is generally available 24 hours- a-day, 7 days a week, concept during special maintenance and upgrade periods, which snutiody are scheduled between 12:00
a.m. and 5 AO a m.
Use of Your Security Password andlor Token
The sdky of our customer' accounts and account information is of paramount importance to First Florida Integrity Bank. We so through great lengths to protect
confidentiality and the security of your account, and togs you to do the same. You agree not to allow anyone to gam access to the Service or to let anyone know your
Password and/or Token used with the Service. You agme to assume responsibility for all transactions initiated through ire Service with your User M, up to the limits
allowed by applicable law. While First Florida Integrity Bank continues to provide our customers with the level of online security we believe teary and appropriate,
cummen who share their User IDs and Passwords and/or Tokens are giving up the full benefit of oar security mearam and legal protections to which they may be
entitled. No Firat Florida Integrity Bank representative will ever call and ask for yeas Password and/or Token pan coda
If Your Panword and/or Token Kos Been Lost or Stolen
If your Password and/or Token has been lost or stolen, call First Florida integrity Bade immediately at (877)763 -0244, between 8:00 am and 5:00 part., Monday
through Friday. Business account hadm will assume complete ilabmlity for all 5audulemt cdons. Telephoning First Flo ida Integrity Bank is the beat way of
minus izmg your (ones. You may also restore the security of your Service by immediately changing your Password. If you believe your Password and/or Taken )ma
I F a g e
Packet Page - 1816 - 4,27
11/18/2014 16.E.6.
been lost or stolen and yon notify us within two (2) Business Days after you leam of the lea or theft, you an lose no mot than 530.00 if somoona ussa your Password
and/or Token to conduct unauthorized electronic fiords transfers without your permission. If you do NOT notify us wittim two (2) busimaa days after you lam of the
loss or theft of your Password and/or Token, and we can prove we could have stopped someone from using your Password and/or Token to conduct unauthorized
electronic funds transfers without your permission if you had told us, you could lose as much as $300.00.
B=Wng Transactions with Electronic Banking
In Addition to viewing account information, you may use Electronic Banking to conduct the following transactions:
• Transfer funk among yam liaked chocking, savings, and money market accoom as wen as make payments to your ban and tine of credit accounts. NOTE: Because
regulations requit First Florida Integrity Bank to limit proeuthotized - fora (including Moctroaie Banking insulters), the following limitations apply:
Statement Savings and Money Market Accounts: You an limited to six (6) tranafers to another aecou n by meant of pro-anthorized, automatic trrrnef or, telephone,
electronic banking or mobile banking. Of time six (6), transfers may be by check, drag, debit card or similar order made le to third k a See of
S 10.00 per excess transfer per statement cycle; excludes in persen and ATM withdrawals. pn1 ' parties. That
• Bill Pay users can send payments to any U.S. address. Users establish and mange psyces in Electronic Banking. Once the payee is established, the user can schedule
prymcmts to that payee. Users cam scheduk one -time payments and recurring payments, manage their payments, and have access to their bit) pay history.
Payments established though Electronic Banking Bill Pay are processed twice a day: 1.00 p.m. std 2.00 a.m. The BID Pay service is based on a processing schedule,
not a duo-date schedule. This means during a payment aetup, users should cote the day an which the payment is so be processed, not the dry an which the payment
is due. An estimated payment arrival date will be displayed. This is the date an which your payment is esMnated to arrive to your pays. This is based on the
processing data entered And the delivery method of the payment.
Two methods of payment delivery are available through Electronic Banking Bill Pay: Mcctronie and C heck. During tic payee setup process, the payee profile will
reflect if the payment can be sent c1cc trunicOy or by chock.
Electronic - If the payee is imcbdod on tie electronic payee database, all payments cent to the payee will be electronic. Users abould allow at the minimum two (2) or
throe (3) business days for electronic payments to retch the payee.
Check - If the payee is not registered as an electronic payee, your payment will be made by check and mailed via standard delivery by the U.S. Postal Service. The
check is drawn on your account and made payable to the payee. The User's acomart name and address is listed as the temittor on the check. Checks at crated and
mailed from Oklahoma City, Oklaboms within 24 hour of receiving payment inatruuctiems. Users should allow at the minimum seven m business days for check to
reach the payee.
• Dank -to -Bank 7ramsfers may be performed within Electronic Banking. You may separately enroll far the Bank -to -Bank Transht service ("Service "). This Service
allows you to transfer funds between your linked deposit accounts at Finn Florida Integrity Bank and certain deposit accounts at other ftmmcial institutions An
inbound transfer moves funds into an account at First Florida Integrity Bands. An outbound transfer moves fiords from an account at First Florida Integrity Bank to
An accmmt outside of First Florida Integrity Bank. You will need to etroll each of you non -First Fit" Integrity Bank accounts that you wish to use for this
Service. You agroe that you will only attempt to atoll accounts for which you have rue amhority to transfer finds. All accounts tgoested to be used as pan of this
Service will be verified in accordance with First Florida Integrity Bank procedures. The verification proeas must be completed by you luia to using the Service.
You will have 7 days after enrolling on account to complete the verification proms, Verification matructiona are displayed to you during the enrollment process
Funds requested to be transferred will be debited/credited finnn/ro your First Florida Integrity Bank scommt the bmtfiness day following the day you imitune the
transfer, provided you have met the bank's cutoff time for submitting Bank-to-Bank tranafii . in the cam of a frttae dated or recurring tom, these time limits will
be the business day foIlowiag the scheduled date of the transfer. The cutoff time far initiating trarial rs is 4:00 pm. Funds requested to be transferred will be
dabited/crodited to the non -First Florida Integrity Bank account according to the receiving bank's availability and transaction processing schedule.
Request for immediate transfers of funds cannot be cancelled. Future dated and recurring transfers can be canceled unless the transfer stun is In Process, Pending, or
Processed. Otherwise, you cannot cancel these transfers.
There currently are no fees for the Service. Fees are subject to change. Tmndm are subject to ale following limits unless otherwise appocd upon by you and First
Florida Integrity Bank-
c, Three transfers per day not to exceed a total of $2 ,000.00
The above limit applies to the total of all Bank -to -Bank transfers for all accounts enrolled in the Service. We may change your dollar limits and tranferer limits at any
timm
Bill Pay and Bank -to -Bank transfers: time services are automatically turned on far every electronic banking customer. If you wish to NOT to have access to these
services, contact us immediately at (877) 763 -0244 at email
New services may be introduced for Electronic Banking fiom time to time. First Florida Integrity Bank will notify you of the existence of these new services. By using
time savicea when they become available, you agree to be bound by the rules that will be made available to you concenting these services.
Requesting: Paper Copies
We will not send you it paper copy of any Communication from us, unless you request it or we otherwise doom it appropriate to do so. You an obtain a paper copy of
an electronic Communication by printing it yourself or by requesting that we mail you a paper copy, provided that such mqucet is made no later tltmh seven years after
we first provided the electronic Commmmication to you To request a paps copy, correct us by telephone at (239) 348 -8000 or toil free at (877) 763 -0244. We may
cbMe you a mumabie service charge for the delivery of paper copies of any Communication provided to you electronically phraumt to your autbotiution. We
reserve the right, but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically.
Statewnts
You will continue to receive your regular Account statement monthly, via p>sper and/or electronically depending on the options you request tlhrough our Electronic
Banking service.
Protections Provided For Electronic Funds Transfers Under Regulation K
Regulation E and the federal Electronic Fund Tmnsftr Act afford protections only to individual consumers and do not include bosmess/coaunevcial organizations.
Any protection from fismdulent ACH or wire transactions in your institution's accounts would be addressed in our financial institution's Your Deposit Account Terms
and Conditions Agreement and/or state laws. By far the best protection against such fraud is carefbl attention to as* computing practices, use of dust control foames
and other practices such As reviewing daily transactions in the account. According to the FDIC law, rogttlatiamg and related acts 6300 (consumer protection) Pan 203
(electronic livid transfers) Sections 1 -16, the puimwy objective of Regulation E is to protect individad consumers angel ping in electronic fund transfis (EFT).
Regulation E, under the Electronic Funds Transfer Act, provides a framework that establishes the rights, liabilities, and responsibilities of those participating in EFT
such as ATM ttatmterm, bill payment services, point -of -sele trsrsfen in , and preuuhorized transfers including direct deposit and Social Security payments.
Regulation E covers an individual consumer who autihoma a financial institution to electronically trsoafa fords to debit or credit his/her account
P a p e
Packet Page -1817-
11/18/2014 16.E.6.
Under Regulation E, is consumer is not responsible for any tsaAwrized EFT involving the cousumees account only if they have complied with the disclosed
requin>meats, -ImbM repatlag time of be atwrborized ttaosfa and other conditions are met by the co rr amor (soe 205.7b(l )(2x3)). If a consumm abides by tress,
timelmce and reporting guidelines, the consumer will not be held respor for unauthorized traarfas.
If Your Statement Shows Transfers That You Did Not Mahe
If yew statement shows transfers that you did not make, notify First Fkrida integrity Bank immediately at (877) 763 -0244, or write a letter and send it to:
Finn Florida Integrity Bank
Attention: Account Servicing
3560 Kraft Road
Naples, FL 34105
If you do not notify First Florida Integrity Bank within sixty (60) days after the satemcnt was mailed to yon, you may not recover any money lost after the sixty (60)
days which would not have been last if First Florida hrtegrity Bank had been notified in time.
Rrrore and Questions
In cue of tarots or questions regarding an Electronic Banking transaction, you may call First Florida Integrity Bank at (877) 763-0244. anal or
write a letter and send it to:
First Florida Integrity Bank
Attention: Electronic Banking Department
3560 Kraft Road
Naples, FL 34105
We mnsr hear f coo you at the specified telephone number or address no later than sixty (60) calendar days afar we asst you the first satament on which the problem or
error appeared. We will need:
• Your name and account number
• A description of the arar of the transfer in question, and an explanation concerning why you believe it is an error or need more information
• The dollar amount of the smp cted error
• The date on which it occurred
If the report is made orally, we may require that you send the complaint or question in writing within tin (10) Bu si Days fi+am yew initial contact. We will notify
you with the results of the investigation within ten (10) Business Days after you cosset us and will correct any cam promptly. B more time is needed, however, we
may, at our $olo discretion, take up to forty -five (45) calendar days to investigate a complaint or quest ion. If this occurs, we will credit your account within tam (1 0)
Business Days for the amount you think is in error. This will allow you to use the money during the time it takes us to complete our invwdgation. If your complaint or
question is not received in writing within tin (10) Business Days from your original comet, we may not credit your account until the investigation is completed.
If your nobee of tutor concerns a traeaactim that occurred during the fan duty (30) days after the first deposit to the account was made, the applicable time periods are
twenty (20) Business Days in place often (10) Business Days and ninety (90) calendar days in place of fatly -five (45) calendar days.
If we determined that no error occurred, we will send you a written notice within three (3) Business Days. You may request copies of the docamona that were used in
the investigation.
You agree that First Florida kwg * Bank may respond to you by a-mug with regard to any claim of rmwdarizad electronic find transfer related to the Service. Any
such electronic marl sent to you by Fast Florida Integrity Bank eball be considered received within three (3) Business Days of the date sent by First Florida hr wity
Bank, regardkas of whether or not you rigs on to the Service within that time flame.
Limit of First Florida Integrity Bash's Respondbi8ty
First Florida Integrity Bank agree to make reasonable efforts to ensure full performance of Electronic Banking, First Florida Integrity Bonk will be
acting only on those imauenous seat through Electronic Banking that are actually received, and cannot assume rerph the b for
resporsibt7ity for circumstances over which the bank
has no direct control. 7iris includes but not limited to, the failure or malfunctions in communication facilities, which may affect the accuracy or timeliness of messages
you send.
Any information you receive fiom First Florida Integrity Sank is believed to be reliable:. However, it can only be provided on a best -eSorp basis for your cone ieoce
and is sot guaranteed. First Florida Integrity Bank is not liable for any deficiencies in the seem", completeness, availability, or tinu inaa of such information or for
any investment or otber decision made using Obis information.
First Florida integrity Bank u rat responsible for any foes incurred far Internet access, or for any compute vans or related problem that may be attrbatable to services
provided by any interne access service provider.
You are responsible for obtaining, mstatlmg, rommmag, and operating all computer hardware and sohware necessary for performing Electronic Banking. First Florida
Integrity Bank will not be responsible for any error or failures hen the maffunction or 6ilure ofyour hardware or software.
The limit of First Florida Integrity Bank's liability shell be as expressly set forth herein. Under no circumshmces will First Florida httegrity Bands be liable in contract,
tort, or otherwise for any special, incidental, or cxmsegntatisl damages, whether or not foreseeable. By consenting to use the Service, you agree to waive any and all
right to any of the afonasid, and you acknowledge that oho limit of yew remedy is ae otherwise o gnUly set forth herefa.
First Florida integrity Bank's Responsibility
First Florida Integrity Bank will ire responsible for your actual krssee if they were directly caused by ow f ti}am to:
• Complete an Electronic Reds Transfer ar properly requested
• Cancel an Electronic Funds Transfer as propaiy requested.
However, we will not be responsible for your losses it
• lbrougb no fruit of First Florida integrity Bank, you do not have cnoulk money m your account to make to transfer.
• Through ao fault of Fitts Florida Integrity Bank, the transaction would have caused you to exceed your available credit.
• Circumstances beyond our control (o> g., firr, flood, power outage, marl delivery delays, equipment or tocl rind bilure or breakdown) prevent the transfer, despite
reasonable precautions that we have taken.
• There is it bold an your account, or if access to your account is bkchad in accordance with banking policy.
• Yaw finds are subject to legal process or other encumbrance restricting the transfer.
IPage
Packet Page -1818- Z�-?h° q
11/18/2014 16.E.6.
• Your transfer atmhorimtion terminates by operation of law.
• You believe someone has accessed your accounts with= your permission and you fail to notify Fast Florida Integrity Bade immediately.
• We have received incomplete or inaccurate information from you or a third parry involving the account at transfer.
• We have a reasonable basis for believing that unauthorized use of your Password and/or Token or account has occurred or may be occurring, or if you deiitult under
this Agreement, the Deposit Account Tams and Conditions Agttxmemt, a credit agreement, or any other agreement with us, or if we or you terminate this
Agreement.
There may be other exceptions sorted in this agreement and in other agreements with you. In no event shall we be liable for damages in excess; of your actual loss an to
our faikm to complete a ttaaef er, and we will not be liable for any incidental or consequential damages.
If soy of the circumstances listed above shall occur, we shall exist you with reasonable efforts in taking appropriate corrective action to reprocess the txrnsactims that
may not have been completed or to convrtt incorrect transactions the have been processed.
Electreale Mall (Email)
If you send First Florida integrity Bank an electronic mail message through the Service, First Florida Integrity Bank will be domed to have received it on the following
Business Day. Emails will be answered within a reasonable dm&=L
You shoukd not rely on electronic mail if you need to communic4ft with First Florida Integrity Bank immediately (e.g., ifyou need to report an unnuthorind transaction
from one of your accounts, or if you need to stop a payment that is scheduled to occur).
You agree that First Florida hog* Bank may respond to you by electronic mail with regard lo any matter related to the Service, including responding to my claim of
unauthorized electronic funds u mf:r the you make. Any such electronic mail saint to you by First Florida hitegtity Bank shall be considered received within throe (3)
days of the date seat by First Florida Integrity Bank, regardless of whether or not you sign an to the Service within that time fume.
Other Agreements
In addition to this Agreement, you and First Florida Integrity Bank agree to be bond by and comply with the requirements of the agreements applicable to each of your
Online Accounts. Your on of the Electronic Banking service is your acknowledgment that you have received theme agreements and intend to be bound by them. You
should review other disclowes received by you when you open your accounts at First Florida Integrity Bank, including the charges that may be imposed for electronic
funds transfers or the right to make tnuus ins MW in to fee schedules accompanying those disclosures and the fee schedulo at the sod of this AgreemcoL We will
automatically deduct any fees related to this Service from your see*= cub month. All tams and conditions of the disclosures provided to you at account opening,
including but not limited to, the T'rutb in Savings, Electronic Fund Transfer Disclosure Your Deposit Account Tama and Conditions Agreement apply to this Service.
Modlficatlom to this Agreement
First Florida Integrity Bank may modify the tams and conditions applicable to the Service from time to time upon mailing or delivering a notice of the modificimm s to
you at the address shown on our account records, and the revised tins and conditions shall be efE=dve at the artiest date allowed by applicable law. We may send
say notice to you via elcctranic mail and you will have been dcemcd to have received it throe (3) days after it a sent We remove the right to terminate this Agreement
and your use of the Service in whole or in part at any time without price notice.
Dhselesare of Information to Third Parties / Privacy Policy
A copy of First Florida Integrity Badx'a Consumer Privacy Statement is available upon request at my of our branches, or can be ma:7ed to you upon request by calling
First Florida Integrity Bank at (977) 763.0244, or writing a letter and sending it to:
First Florida Integrity Bank
Attention: Compliance Officar
3560 Kraft Road
Naples, FL 34105
You can also access our Policy online by clicking on the Privacy Policy lint: on the First Florida Integrity Bank Website:
Inactivity / Termination
You are responsible for complying with all the tams of this Agreement amd with the tams of the agreement governing the deposit accounts which you sous using
electronic banking services. We can terminate your Electronic Banking privileges trade this Agreement without notice to you for any reason; or if you do riot pay any
fee required by this Agreement when due, if you do not comply with The Agreement governing your deposit or loam accounts, or your accounts are not maintained in
good sundmg. We will promptly notify you if we tmnioatc this Agroemmt or your use of the service for any other rasam.
You are not prying a monthly service chmp for the Service. We may convert your accomt to an inactive status if you do not sign on to the Service or have any
transaction scheduled through the Service daring any consecutive six month (180 day) period. If your socoto t is considered inactive, you must contact us to have the
Service activated before you will be able to schedule any transaction through the Service.
To cancel the Electronic Banking you must notify First Florida Integrity Bade. Your notification should include your name, address and the a fC0[ive date to stop the
service. You may notify First Florida Integrity Bank by one of the following methods:
• By calling (877) 763 -0244
By writing a low and sending it to:
First Flonds Integrity Bank
Attend= Electronic Banking Department
3560 Kraft Road
Naples, FL 34105
Federal Law
You acknowledge and agree that your consent to electronic Communications is being provided in casmatien with a transaction affecting interstate commerce that is
subject to the federal Electronic Signatmea in Global and National Commerce Act (E- SIGN), and that you and we both intend that the Act apply to the fillet tax M
pasrble to validate our ability m conduct business with you by electronic means. This Agremmrt is governed by the laws of the State f Fbride /and applicable indeed j
law(s). /n // . �0 �l
Fee Schedule / t7. M �4.i F� C�l�./ fL� se wf CQS �-c�
First Florida integrity Bade off efits and convenicace of the Electramic Banking service to you at no monthly chmrge. Account ti Ch wino trnmsf r and atop j
payment charges will be assessed rates published in First Florida Integrity Batts Fee Schedule and deducted free your account when initiated by you, r
f'r �` I
Packet Page -1819- S�
11/18/2014 16.E.6.
All face are subject in change. First Florida Integrity Bank will notify you in writing regarding any fee changes at least thirty (30) days in advance of the effective date
of these changes.
Security Measures
First Florida Integrity Bank is constaatly developing and implementing security enhancements to snare the integrity of our Electronic Banking system. Our goal is to
protect the confidentiality of your account and personal dam and comply wif all applicable banking ragtelatiaru relating to the afegu rding of your date. The use,
collection and retention of client information is detailed in our Privacy Policy; however, there we certain topics related specifically to online banking we would hike to
share with you
We strive to insure the own* of your banking infnnuabion online. There sandwds include:
• Your banking information never travels the i nternet without encryption protactun When you click on " Login ", we encrypt your Electronic Banking User ID and
Password using Secure Sockets Layer (SSL) technology. The secure cormeetion is establidmd before your User ID and Password are trurumitoed and maintained for
rho donwh u of your online banking session.
• After initial login, we require you to change your Electron Banking password before soy transactions can be requested.
• Password gumMg is deterred with a lock -out feature. The system will automatically bolt a user out of the banking systems when an incocrect password is used three
times consecutively.
• We provide the dace of last access to the ryaem after login for your own monitoring ptr}wnx.
• Login sessions have* time-out limit requiring you to login again afkr a ton (10) minute period ofinectivity.
We have implemented security features that allow you to verify an image that you have an option of selecting yourself. This will provide additional checks to verify
your identity once you an logged in to your accounts. Users will also be prompted to select three (3) security questions out of the random tin (10) available. After
answering the questions and clicking on Submit, you mast confirm the answers to cautions. If tmulti -fso tea e» tho&ution is triggered by logging in using a device not
recognized, you will be prompted with two of the challenge questions previously answered. If the carroat answers am submitted, you may continue as normal. If the
inwrroct answer is enured for any of the security questions, you will receive an error mossage and be raptompted with the same questioua. The customer has three (3)
opportunities to correctly answer the security questions. Aga the third invalid try, they we logged off of Electronic Banking and krckod out until unblocked by the
Electronic Banking DepartaoenL
For additional im1la m ition on this security fcatume, login to your Electronic Banking account and review the Security Feature FAQs. In adddbios, there are seeps sleet
yes ass take to protect your accesurt and pensosel lul/eawratlerr wk& parfernhW onfi" f aimeW tea wadiens. While was cowfiuoa to do ever)"ing possible to
ensure Ike serearlty wf oar ayMewy we are not IespewrMorfor any broach of seearlgs that & oaWe of our coaaroL
Electrode Banking Security Gaidef es
• Always create a stung unique Electronic Banking password comprised of four (4) to sixteen (16) alpha mrmaic characters.
• Select a password that is hard to guess by using random letters, munbers and symbols. Do net an a word that can be fond in the dictionary. Do not use readily
identifiable information rich as your name, birth date, child's name, eta.
• Your Electronic Banking User ID and password are assigned to you and verify who you are when you begin an online banking session with First Florida integrity
Bank. Do NOT shun your password with anyone else.
• Do NOT use the ".rasa password" option with year intsand brava software (example: Explore, Firefox, etc... ) on your compute.
• Do NOT write down your password or reveal it to anyone, including bank associates. If you feel your Electronic Banking User ID or Password have been stolen
or compromised, change your Electronic Banking password.
• Change your password may. We mcommead changing your password Gvery shty (60) to ninety (9e.) days.
• Remenber to log out when you are finished banking online or leave the mom for a few minutes.
• Avoid using Public Internet Access Terminals when conducting your cal ime backing session.
• For added rarity, use a RSA secure token in cogjanction with a user ID and password. For more information or to obtain ere, contact us at (977) 763-0244.
Personal Computer Security Guidelines
• Always use a content Internet browser with 126 -bit encryption that cuppoats sesame and pxivata trsnswAidns, Use the bmlt -in security f sties that some browses
provide. Choosing cumin security settings and options will help protect the privacy of your accounts and personal informatics. The Help Option or Properties out
your bmwsw sbould provide you with the security options available on year system.
• Keep your operating system and Internet browns updated with patches firm the vendors webute. For example, use Microsoft's Windows Update feature, and install
the Critical Updates and Service Packs since these address critical security issues.
• Use virus and spywwc protection software and update the software regularly in order to detect now threat.
• Use peaamml fuewall software, especially if you c mncct to the Internet with a bmadbad (i e. cable or DSL) connection.
• If year computer is on a wireless network, ensure that the touter setting $ are secure.
• Use caution when downloading files, installing software or opening email du chmeots fiom unverified or unknown sources.
Helpful links:
http:/hvww.microeoft.comWbo meJamw*
httpJletayeafeonlinoinfb.com/
First Florida Integrity Bank provides an educational websfte to sastue that our customers have the most up to rift sanity information at their finger tips. This link will
be provided once you log into Electronic Banking.
Internet Fraud "Pkishfng"
Phishmg is a metbod developed by scanners and hackas to get unsuspecting victims to reveal Chair personal information and is a contributing factor to the rise is
identity then The most common method of phishing involves cleverly designed e-mails which claim to be from reputable companies with whom the recipitmt may or
may not have a relationship. The bogus e-mail requests the raspiest to confirm personal information such as client M. passwords, account number, etc. The emmail
may instruct you to " update" or "validate" your personal information via grid or direct you to a pboay web site that emits Lice a 4tiTn web site.
'1paµe
Packet Page -1820- 572
11/18/2014 16.E.6.
• First Florida Integrity Bank will not ask you to enter your personal information in an e-mail lick or send such information in an *-marl You should a* share
Mfomut- about your account through the seems Message Cemter in Electronic Bmk mg. If you receive such a request is an a -mall, madly, First Florida
Integrity Bank Immediately at MM 763-02" or send a stem e-mail to First Florida Integrity Bank through Electrode Banking.
• Look for secure web pages when entering your password or financial infomntion. Using latrsnet Explorer, most secure web pages begin with hupaW and display a
padlock icon m the bottom right earner of the browser window. A locked padlock, or a key, indicates a secure connection and an unlocked padlock, or a broken key,
Wicates an unsecured connection. If this is not apparent, you an review the Properties of the web page to verify that it is am . If you am not using Internet
Explon r, consult the Help Option or Properties an your browser to determine the security of web pages on you system.
• Look for legitimate web pages when casing your password or financial information. Non - legitimate web pages may use a cornmom miupelling of the company's
name in the web address or may add a word, symbol, or number before or after the name.
Cash Management Administrator / Authorized Users
First Florida hrtegtity Bank is wrthoized to motive and process any electronic communication or instruction fevm the Authorized User on behalf of the Company which
we submitted through the Cash Management Electronic Banking Service, using a valid Access Wrokem/Pau Code.
Administrator Full Aeeeu Rights unlade
• Balance loquirias
• View account history
• View images of checks posted to the account
• Transfer between accounts
• Make loan payments
• Place stop payments
• Sex up slid conduct bill payment transactions
• Initiate ACH Origination (if Campsay is setup for this service)
• Initiate domestic wire transfers (if Company is setup for this service)
• Set up nit control User Betas to specific f motioms
• Set up & control user seems to specific accounts
• Set up & control aver scows to a dolor amount
Businen Computer Security Guidelines
Sound Business I Metleas for Companies to Mitigate Corporate Aecouat Takeover
Corporate Account Takeover is a type of business identity theft in winch a criminal entity steals a company's valid online banking credentials. Small to mid -sized
businesses remain the primary target of criminals, but any business can fail victim to these climes. Attacks today are typically perpetrated quietly, by the introduction of
malwarc through a simple email or infected website. For businesses that have low resistance to suah methods of attack, the malwom introduced onto its system may
remain undetected for weelts and even months. introducing layered security processes and procedures, techaok►giad and otherwise, and other tightaoed security efforts,
can help protect businesses from criminate socking to drain accounts and steel confidential imfarmetion. These increased security procedures may help reduce the
incidence of, and mitigate the financial losses, business risks, and reputatiaoal damage that can rresuh fion such attacks.
Sound business practices for companies of all sizes to consider when reviewing and implementing security procedures is to mitigate the threat of Account Takeover.
The sound business practices outlined are not meant in be taken a the exclusive approach businesses should implement to address the risks associated with Account
Takeover, nor are they meant to be considered mandatory requi nmma. No single security measctre alone is likely to be effective in preventing or mitigating all risks
associated with Account Takeover. Similarly, some of thane sound business practices may not be appropriate for all businesses. Accordingly, each business was
identify its own rinks, and design and implement the appropriate security menures to prevent, and mitigate the risks associated with Acootmt Takeover.
The sound business pcaatiras for companies outlined in this document are:
Computer Security:
• layered System Security
• Online Baolpag Safety
• Education
• Websita
• User Accounts
• Staying Iafonnod
Account Security:
o Dual Control
o ReconcIkmart
o Account Services
• Repenting of Suspicious Activity
• Credentials
Layered System Security
It is racommended that a business:
• Use appropriate tools to prevent and deter unauthorized access to its network and periodically review such tools to ermuro they are up-wdate. The= tools include:
o FirowatL
• Security suit"
• Anti -bot net, anti- mahvare, and anti- spyware program
• Encryption of laptops, hard drives. VPN's or other commumiondo m channels
• Education of all computer user
IPa1re
Packet Page -1821- SiL� J
11/18/2014 16.E.6.
• 11151111 robust anti -vcus and security software for all cmaputer worketstione and laptops and =amt that sorh software automatically is patched regularly and rcmains
current.
• Implement multi - layered system security tochnology. Anti -vhus software done will not protect a business froth most threats. Isyering security software coasbucts a
multilevel barrier between business' networks and criminals attempting to accen such networks.
• Implement security suites so all security options (Le., fir wall, anti-virus, anti- spyware, anti- mahvart, etc.) work harmoniously to provide superior pow an since
security program from multiple companies sometimes do not work well together, often working against each other which could lave the computers just as
vulnerable as if they had no protection.
OaBoe Banking Safety
It is recommended that a bariness:
• Create a secure financial environment by dedicating one compiler exclusively for online banking mod cash management activity. Thu computer should not be
connected to the business network, have email capability, or connect to the Internet for any purpose other than online banking.
• Disallow a workstation used for online banking to be used for general Web browsing and social networking.
• vcr i use of a secure session ("hops") in the browser for all online banking.
• Disallow the conduct of online banking activities 8vm free Wi -Fi but spas like airports or Internet cafes.
• Cease all online banking activity if the online banking application 'looks' different then usual. Do not continue and contact the financial mstitution immediately.
Education
It is recommended that a business:
• Educate all computer users about cybenaimrs so everyone undetslnnds that am One infected compiler can bad to an accmut takeover. A user whose computer
becomes infected can infect the catbe network. For axsinple, if an employee takes their kp W home and accidentally downloads credential- staling maiwam,
criminals could gain access to the business' entire network what the employee connects at work. All users, even those with no financial responsibilities, should be
educated about these threats.
• Always ask, "Does this email or phone call make censer Educate all employees to think critically about each email and phone call received. A business should
advise its employees to:
o Do not open auspicious amails or emauils from unknown parsons. Even opening an small may expose a computer and the network to matware.
• Ask, "Does this make sense?" before taking action in response to an email. If an email is suspicious, do not click on the link or open the attachment The
link can take the our to an infected website or download a nalware program Likewise, adwArments and rip fibs (compressed files) can contain
maiware. Users should be instructed to simply delete tho suspicious email and not to click the link or open the attachment Users con also inquire of a
domain lookup service like "whois.net" or similar service that allows users to view the domain registration information of an entail under. If the user
does not stop to took and take appropriate scum criminals maybe able to bore an unsuspecting uses into an action 9W may infect their compute.
• Be particularly suspicious of emails or calk purporting to be from a financial ineturtiom, government agamcy or other organization requesting account
information, account verification or banking access mcdemtials such as aseni nes, passwords, Personal Identification. Number (PINS) and similar
information. If such a suspicious cauail is identified or call received, ilia business should call the financial institution to verify legitimacy. The business
should not call the phone member included in the email, click on the link or reply to the sender of such an email.
First Florida integrity Bank requires all business customers that initiate high risked transactions to participate m our educational website annually. Log in information
and instructions will be provided at the time of your initial sat up and annually thereafter.
Webakes
It is recommended that a business:
• Block access to unnecessary or high -risk webaites. At a minimum, a business should prevent access to websites that emphoyce5 should not visit during world horns.
Cammdm site* that carry a high -risk are adult enteruinment, online gaming, social nonworking, and personal email
User Accounts
It is recommended that a business:
• Establub user accounts for every computes and limit administrative rights. Murry malware programs require the Hoer to have network administration privt'legea W
infect the computer.
• Employ '%isee' settings to avoid accidentally downloading a credential - mating program. Many email and mid-aii-wil businesses allow all employees to be the
network administmtor of their computer. Most mahrare requires the user to be logged in a the network administrator for the malicious program to download.
• Require all employees use strong passwords and change their passwords bogtreatly on both the compiler and online banking access.
• Promptly deactivate or remove access rights from employees that no longer require aecwe (e.g., inactive, transferred or terminated employees).
• Take full advantage of options offered by First Florida Integrity Bank to reduce the risk of a Inge payment being initiated ftauduier ly. First Florida Integrity Bank
allows customers to ant a'tiuser limit" for ACH and wire transfer initiation. In addition, a dual security setup will protect from these high risk transactions.
Staying Informed
It is recommended that a business:
• Stay informed about defenses to account takeover. Since cyber threats change rapidly, it is imperative that all business= stay informed about evolving threats and
adjust seeunty measures timely. Among other things, this can be done by connecting with alert gtoupt, businesses and industry renounces about threats and fisuda
• Perfmm an internal risk aeessmmt annually to detardm the vulnerabilities within your own euvirmment. If you an tnterened in performing an assessment, pleat
contact Electronic Banking Department at (877) 763 -0244.
Dual Control
It is recommended that a business:
• Initiate payments under dual control, with assigned responsibility for transaction origination and autraimtion. Dual control involves file creation by one employee
with file approval and relent by another employee on a difiamt computer. Or, require drat use of tokens where a mingle employee creates a file, but can only
;IPaite
d�
Packet Page -1822- S��/
11/18/2014 16.E.6.
release the same file by logging in a secomd time using a new peascode on the token. Avoid having employees initiate and authorize payment transactions with
administ:amt gala.
Reconcilement
It is recommended that a business:
• Reconcile accounts online daily; at a minimum, review pending or recently aeat ACH files and wire ttans&n.
Account Services
It is recommended that a business:
• Take advantage of appropriate account services ofiiered by First Florida Integrity Bank }line positive pay, aeourity tokens, debit blocks, callbacks etc. It is a
requirement of First Florida Integrity Bank that all customers that are initiating hdgh risked trimancdons use Secure Tokens.
• Use multi- factor and multichannel authentication for aeeamb that are permitted to initiate fronds trrndws. Multi- factor authentication includes at loner two (2) of
the following: I) something the person knows (User ID, PIN, password), 2) something the person has (password -p9crusitting token, USB mken), and 3) something the
person owns (biomotrios, i e. fingerprint sent).
Higher risk transactions, mob as ACH origination and wire transfers, are controlled with tartrs layers of aecurity. First Florida Integrity Bank sequires:
• RSA secure tokens are required for all companies that perform high risk transactions unless a waiver is signed.
• Multi- factor authentication (MFA) security questions on transaction processing.
• Establish transaction dollar limits per user, per clay and number of tnmectieas.
• Dual Sc=ty which requires two users to sign into electronic banking to perform the transaction (one to input dhe transaction and mono to approve it) is highly
recommended for ACH ongimnion and wire transfers.
• Akru may be set up by eseh user so that an email is Beat when each tra¢ section is performed.
• 2417 monitoring performed an all high risk transaction.
• "Out of Band" verification is performed by phone cell, email or text to verify all anomalies that arc detected.
• Require anneal self assessments performed by Cash Managament mere perfixming high risk transactions.
• Monitoring of omtain type of sdeninisttative changes an porGxmed and verified when suspicions usages are made.
First Florida Integrity Bank also offers othw controls m is ouatoe era to mitigate transactional risk
• Positive Pay services we offered to all Cash Management cuss mere, The customer pwvidu the back a file of issued transactions. Anything that posts to the account
that was not in the file, with an incorrect amount or cheek number will be considered an atoeptim and requires the customer to review for scceposucc of retum.
• ACH blocking prevents unwanted ACH activity form certain uigioawrs or all ACH debit* or credits from posting to the sccouuL
Reporting of Suspicious Activity
It is recommended that a business:
• Monitor end report suspicious activity. Ongoing monitoring and timely reporting of auspicious activity are crucial to deterring or recovering from bard A business
should report anything tumnsuO to First Florida Integrity Bank at ( 877) 763-0244 or immediately such as log4na at strange times of day, new
user accounts, unauthorized transfers, etc., so we can immediately block the account and monitor activity.
Credentials
It is recommended that a business:
Not use adyn am= credentials issued for day-to-day processing. Criminals gain access to these credentials, they will sett up their own users and profiic s on your
syaten to facilitate fraudulent transectims. The crimirmb can even use the sdrmkisnator credential to lock legitimate users out of the system. First Florida Integrity
Bank well also monitor administrative changes and alert you to verify any ebanges.
Security Controls that First Florida Integrity Bach Provider for Your Online Account Trsnnctious
• Enables stars on unusual online account activity
• B locks wire trtmsfmrs to countries that are on the suspicious activity list from the Office of Foreign Assets Control
• Delays transactions or batch prooessicg of money unusto
• C,ivos the option to create a "white list" containing all the approved accounts bdvm m whim transactions may take place
• Provides ability to require dual control to complete transactions
• Security monitoring of online transactions for anomalies .
• Provides odreation to customers on how to protect their online tranesotioas
• Provides multi- isctos a0 hartication
o Out of band tokos/pin delivery, via text, or automated phone calla
o Uses out-of-wallet security questions for online account access
• Assists commercial customer with im enuil risk assessment for tramactim covimnment
Remote Deposit Capture
First Florida him" Bank offal Remote Deposit Capture "RDC" which includes Remote Deposit Anywhere "RDA ". RDC allows customers to soon checks and
transmit the images fur processing. Upon carrolhaent into RDC, First Florida Integrity Back will send to the primary email address on file the Remote Deposit Capture
Disclosure Agreameat You are responsible for reading the discbrure agreement pria to using RDC. You will comply with all the tams of this Agreement and with
the terms of the egrcemront governing the deposit accounts which you access using electronic backing services. We one terminate your RDC pnvilaga under this
Agreement without notice to you for arty reason. Additionally, this Agreement has been imouporatod into our Eloctronic Banking Terms and Conditions Agreement
which is available within Elect nic Banking under the Agreements link.
Packet Page -1823-
11'egc
572.7