Bank of the WestCOPY
PROPOSAL FOR
BANKING AND MERCHANT SERVICES TO
CITYOFLAQUINTA
Experience. Innovation. Excellent Service. Results.
Building a financial partnership.
RESPONSE TO:City of La Quinta
City Clerk
78495 Callelampico
La Quinta, CA 92253
PREPARED BY: Bank of the West
Matthew Kirschenman
Vice President, Senior Government Relationship Manager
213.972.0646
matthew.kirschenman@botw.com
Karen Carver
Vice President, Branch Manager Indian Wells Branch
760.469.4002
karen.carver@bankofthewest.com
PROPOSAL DUE:February 15, 2019 / 5:00 PM
Name of Proposing Bank: Bank of the West
Principal Address: 500 Capitol Mall, Sacramento, CA 95814
Relationship Manager Address: 300 S. Grand Avenue, Los Angeles, CA 90071
Branch Address; 74-989 Highway 111, Indian Wells, CA 92210
BANKA'eWEST
BNP PARIBAS
The bank
for a changing
world
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Table of Contents
Table of Contents 1
Tab A Transmlttal Letter 2
Tab B Bank and Personnel File 3
Tab C References 9
Tab D Demand Deposit Accounts 10
Tab E Collateralizatlon of Deposits 12
Tab F Bank Compensation 16
Tab G Deposit Activity 18
Tab H Bill Concentration Service 20
Tab I Wire Transfers 22
Tab J Automated Clearing House (ACH) Service Requirements 24
Tab K Payroll Tax Processing 28
Tab L State Actlvlty/LAIF Transfers 29
Tab M On-line Bank Processes and Information Reporting 30
Tab N Account Reconcilement 33
Tab 0 Daylight Overdraft Protection 36
Tab P Merchant Bankcard 37
Tab Q Purchasing Card 44
Tab R City Disaster Preparedness Program 49
Tab S Implementation Plan 51
Tab T Service Enhancements 53
Tab U Banking Services Bid Form 54
Tab V Sample Account Analysis Statement and Users Guide 55
Tab W Relevant Cash Management Agreements 56
Tab X Financial Statements and Ratings 57
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Tab A Transmittal Letter
February 15,2019
City of La Quinta
Attn: Karia Campos. Financing Director
18795 Calle Tampico
La Quinta, CA 92253
Dear Ms. Campos:
Bank of the West {the Bank) is pleased to submit our proposal for Banking Services to the City of La Quinta (the City). As a
premier bank in the state of California for over 140 years, the Bank can provide the City with a highly efficient and cost-
effective banking solution that emphasizes our relationship-driven approach.
Government Banking Experience
We take great pride in our Government Banking capabilities and the financial partnerships that we have developed over
the years. We support over 3,900 Public Agency accounts across our footprint. As of January 31, 2019, the Bank has
S3.52 billion in public fund deposits collateralized in accordance with the states' government codes and applicable laws.
This is a testament to the confidence our clients have in our fiscal strength and industry expertise.
We can deliver the technology and services the City requires while staying true to our legacy as a community bank with a
focus on personal touch and relationship. The Bank's expertise in Government Banking extends beyond your
Relationship Manager, to our Cash Management Consultants, Customer Service Specialists, Public Finance, Custody,
Fixed Income and many other areas of the Bank.
Matthew Kirschenman is the City's devoted Senior Relationship Manager, located in Los Angeles. In addition to Matt, the
City will have a local, dedicated Government Customer Service Specialist and backup, who will handle all of your day-to-
day banking service inquiries, based in the City of Industry. Customer service is the cornerstone of our business. Our local
and government-specialized servicing approach ensures that we provide consistent, superior service, timeliness and
accountability. Our local branch is at 74-989 Highway 11, Indian Weils, CA 92210, which will meet your daily needs.
Bank of the West is pleased to offer the City
• Implementation waiver: Waiver of three (3) months, of account analysis fee-based cash management fees, including
new account supplies
n Fixed pricing: Pricing is fixed for the duration of the contract
n Preferred Earnings Credit Rate (ECR): 1.50%
• Flexible Account Analysis Cycle: Monthly or quarterly account analysis settlement is available
• No check cosh/ng/ee; Waived check cashing fee for all City checks cashed at any Bankof the West branch
n Employee banking: City employees receive discounted consumer banking products and services
n Community outreach: Onsite seminars covering such topics as fraud prevention and financial literacy
n Minimum Proposal Qualifications: We meet all the required qualifications
• Guarantee: Our proposal is guaranteed for 180 days from the due date
By choosing the Bank as your banking partner, you will be selecting a high-touch, market-oriented financial institution
with the capabilities that you need and the relationship-driven culture that you want. We are confident we will exceed
your expectations and look forward to the City's review of our proposal.
Sincerely,
Matthew Kirschenman
Vice President
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Tab B Bank and Personnel File
Please respond to the following:
Bank Overview - Provide a general overview of the bank's operations, fundamental management, and customer
service philosophy, and financial strength. Identify the primary office or branch that the City will be assigned to
and where the City will conduct its primary banking business.
The Bank, headquartered and chartered in San Francisco, California, is the third-largest commercial bank based in
California. As of September 30, 2018, the Bank has $87.6 billion in assets, over 10,000 employees and over 500
retail locations across our 23-state footprint.
Our client service philosophy is based on a Trusted Advisor model achieved through close consultation incorporating
efficiency, automation and industry and regulatory trends. Our practice of ongoing dialogue and regular relationship
reviews with you ensures that we are sharing pertinent industry information, leveraging best practices and adapting
to changes in your business and operational strategies. This will help you understand what adjustments or new
strategies may be advantageous.
Our government services unit is located at 500 Capitol Mall, Sacramento, CA 95814. Our corporate offices are
located at 180 Montgomery St., San Francisco, CA 94104, and our processing center is located at 1330 Crossroads
Parkway North, City of Industry, CA 91746. Our branch location nearest to the City is 74-989 Highway 111, Indian
Wells, CA 92210.
The Bank is a subsidiary of holding company BancWest Corporation, BancWest Corporation is a wholly owned
subsidiary of BNP Paribas, a European leader in banking and financial services and the fifth highest-rated bank in
the world according to Standard & Poor's.
Experience - Describe the bank's direct experience In servicing public sector clients. Please Include the
information such as the number of nationwide and California public agency clients, the dollar amount of public
funds on deposit for each of these categories, and the bank's knowledge of and adherence to the California
Government Code and other applicable laws.
Bank of the West Government Banking Division has a staff of experienced professionals dedicated to serving the
pubiic sector market primarily in California. As of January 31, 2019, Bank of the West has over 3,900 public fund
accounts with more than $3.52 Billion in deposits. In California, we have over 1,500 public fund accounts with
$2.43 Billion in deposits collateralized in accordance to the California Government Codes and other applicable
laws.
Relationship Management - Identify the size and scope of your California-based public banking unit, banking
officers responsible for the City's accounts, what each person's role and responsibilities will be, and the relevant
credentials and experience of each person on the relationship management team.
Customer Service is the cornerstone of our business where we empower our employees to provide highly-
personalized customer service and promote community well-being. These qualities set us apart and allow us to
build strong bonds with our customers. Our strategy is to create a customer-centric, intelligent, energetic and
caring customer service organization that delivers personalized and quality customer service to our clients.
The Bank has a dedicated team of seasoned professionals that service our government clients with support from
throughout the Bank to ensure timely responses on every inquiry.
Our Service Professionals are available Monday thru Friday from 6:00 AM to 5:00 PM. The customer service team is
located in the City of industry, CA 91746.
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Following is the City's Bank of the West Relationship Team:
Matthew Kirschenman
Vice President
Sr. Government Relationship Manager
® (213) 972-0646 Direct
® (213)408-9748 Cell
>1 (866) 235-9308
matthew.kirschenman@botw.com
Matthew Kirschenman, Vice President and Senior
Government Relationship Manager, will serve as your
Relationship Manager and is your primary contact. Matt
has focused on California municipalities since 2012. Prior
to that, he was in the Marine Corps for five years, after
which he received his B.A. in Economics from St. Cloud
State University and his Masters in Public Policy from the
University of Chicago.
As your primary relationship Officer he will coordinate and
be responsible for service, delivery of products and overall
customer satisfaction.
He is located in Los Angeles, and he will be your first line of
contact and conduit to the various groups within the Bank.
He is responsible for 17 accounts with similar full banking
service products.
Memberships:
CMTA, CSMFO, CSDA, CACTTC
Karen Carver
Vice President
Branch Manager
Indian Wells Branch
®(760) 469-4002
lii (760) 773-4041
karen.caiver@bankofthewest.com
Karen Carver, Vice President and Branch Manager of the
Indian Wells branch, has over 36 years of banking
experience with two years with the Bank.
She is involved in the Greater Coachella Chamber of
Commerce as well as Non Profit Organizations such as
Desert Arc, which serves individuals with disabilities, and
the Ronald McDonald House, which supports families of
children with various illnesses.
Ly Huynh
Sr. CCS Relationship Specialist
Commercial Client Services
@ (800) 676-4549 Ext. 5180
S) (323) 727-4984
ly.huynh@bankofthewest.com
Ly Huynh is a seasoned Commercial Customer Service
Specialist assigned exclusively to the Bank's Government
Banking group. She joined the Bank in January 2010 and
has been a valuable asset in our Cash Management
Customer Services Department for over six years. She has
over 18 years of experience in the financial industry and
customer service.
She is well versed in all Cash Management products and
services and is an expert at finding unorthodox solutions.
She has an unwavering commitment to customer service
and the ability to build productive relationships, resolve
complex issues and win customer loyalty.
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Erin Bodien
Vice President
Senior Treasury Solutions Sales Consultant
■S (213) 972-0532
M, (213) 326-2090
erin.bodien@botw.com
Erin Bodien has over 10 years of banking experience with
nearly a decade of Treasury Management experience. She
joined the Bank in 2018, and prior to that, she was a
Treasury Consultant at a large financial institution where
she supported corporate clients, including a wide range of
industry verticals, higher education institutions and
Federal Government agencies, across the United States.
She specializes in a consultative approach related to
working capital, receivables and payables strategies. She
helps her clients achieve industry best in class optimization
and cost reduction to their banking services. Erin believes
in consistently sharing industry worthy updates and
education around best practices, such as fraud prevention,
to give her clients the knowledge and tools necessary to
attain the best possible results and achieve their goals.
She attained a Bachelor of Arts degree from Colorado State
University, Fort Collins Colorado.
She is based out of our Los Angeles office.
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Mary Fladland
Elavon Regional Sales Manager
Government Public Sector
(425) 2X0-9606
mary.fladland@elavon.com
Mary Fladland, Elavon Regional Government Sales
Manager, works with Public Sector clients providing
customized payment processing solutions. She is the point
person for all activity associated with Elavon, including
payment service design, pricing and the contract process.
She will support the City with Service Group 3.
She has over 13 years of payments industry experience,
managing national account portfolios, relationship
migrations and integration processes. She currently
manages 22 accounts.
Paul Duncan, Managing Director
Government Banking Division
916-552-4349
paul.duncan@botw.com
Uly Ng, Director
Government Banking Manager
916-552-4404
lilv.ng@botw.com
Ted Neu, Director
Public Finance Manager
415-765-4938
ted.neu@botw.com
Mary Fladland
Elavon Regional Sales Manager
Government Public Sector
(425)210-9606
marY.fladland@elavon.com
Senior Government Relationship Manager
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Matthew Kirschenman
• Primary Contact*
Manages the City's overall relationship with the Bank
213-972-0646/320-493-8322 Mobile
866-235-9308 Fax
matthew.kirschenman@botw.com
City Staff
Indian Wells Branch Manager
Karen Carver
•Local contact on branch services*
760-469-4002
karen.carver@bankofthewest.com
Government Customer Service
Ly Huynh
•Supports daily inquiries*
800-676-4549
lv.huvnh@bankofthewest.com
Sr. Treasury Solutions Sales Consultant
Erin Bodien
•Provides solutions in CM services*
213-972-0532
erin.bodien@botw.com
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Customer Service - Describe how the bank handles problem resolution, customer service, day-to-day contact,
and ongoing maintenance for governmental entities. Specify whom the City will be calling for day-to-day
banking and treasury management issues. Explain the process for elevating an Issue to a higher level to obtain a
quick resolution when the day-today contact Is not responsive.
The City is assigned a dedicated Government Customer Service Specialist who is your first point of contact for all
banking service inquiries and issues. Your Service Specialist will handle all daily inquiries or answer questions,
handle transaction confirmations and other data requests as needed by the City's auditors, resolve balancing
discrepancies, etc. Our dedicated Government Customer Service Specialist has priority to escalate customer issues
to Bank management and operations.
As far as elevating an issue to a higher level to obtain a quick resolution, Matt Kirschenman is the City's dedicated
Relationship Manager and he is supported by a Government Customer Service Specialist, a Cash Management
Consultant and a Public Finance Consultant. Our team servicing approach ensures consistent, superior service and
accountability through one source: Matt, your banking relationship partner.
Compliance and Exceptions - Include a statement to confirm the bank's compliance to specific minimum
qualifications, listing any exceptions to required services.
The Bank confirms that we are in compliance to the City's specific minimum qualifications from page seven, 4.0 of
the RFP.
Responsible Banking Description - Describe the bank's responsible banking policies and practices. Discuss any
current efforts, or those that may be Implemented In the City of La Quinta, If the bank were awarded the City
banking contract. Lastly, describe any other efforts/contributions the bank has made/would make relative to
Investment In the local community (such as fraud prevention seminars hosted at the City's multi-generational
Wellness Center.)
Community Reinvestment
The Bank earned a rating of "Satisfactory" on its most recent CRA examination, as of August 21, 2017, conducted
by the FDIC.
The Bank is committed to our communities. From 2014 through 2018, the Bank has supported Riverside County
with more than $543 million in loans, investments and charitable contributions to individuals, small businesses,
companies and community- based organizations. The Bank and its employees work closely with many community-
based groups and participate in a financial advisory capacity for numerous organizations. Bank employees serve on
a variety of boards and finance committees providing technical, managerial and financial expertise to many
organizations specializing in small business development, services benefiting low-income and disadvantaged
individuals, economic development and community revitalization, affordable housing and shelter, health, wellness
and education.
It is through our branch network that the Bank brings its community-oriented banking philosophy, which is firmly
committed to achieving the goals of the Community Reinvestment Act (CRA) enacted by Congress in 1977.
Throughout the Bank of the West organization, managers and staff believe strongly in the importance of meeting
the needs of the communities they serve, including low and moderate-income individuals and neighborhoods.
Lending
From 2014 through 2018, the Bank extended over $427 million in loans for residential real estate and for the
operation of businesses and farms throughout Riverside County. The Bank extended an additional $103.6 million
in loans for projects that support affordable housing, economic development, neighborhood revitalization, and
community services.
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Community Development Investments and Contributions
From 2014 through 2018, the Bank has made more than $12 million in CRA qualified community development
investments for affordable housing in Riverside County.
From 2014 through 2018, the Bank provided $7,500 in community development (CRA-quallfied) contributions to
nonprofits in Riverside County. These grants have supported Martha's Village and Kitchen, which serves Coachella
Valley's homeless and impoverished individuals, as well as the Boys & Girls Clubs of Coacheila Valley's Greater
Futures initiative, which aims to drive positive academic outcomes for youth by identifying and addressing
obstacles to this success.
Community Development Services
Bank of the West employees engage with community members in Riverside County to share their financial
expertise and banking knowledge. For example, in 2018, a group of Bank employees volunteered for 16 hours
presenting and providing information on homeownership at the Fair Housing Council of Riverside County's
Conference where the theme was "Bridging the Housing Gap of the Inland Empire." Additionally, a Bank employee
served on the planning committee for the Conference. In 2016, a commercial banker served eight hours on the
Board of the California Statewide Community Development Corporation which supports economic development by
making low-cost, fixed rate commercial / Industrial real estate financing available to expanding small businesses.
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Tab C References
(One page maximum) Please provide three (3) local government references that are of similar size and scope of
service utilization as the City. Include the following information for each reference:
CONTACT NAME /TITLE Adam Pirrie, Finance Director / Treasurer
NAME OF CUSTOMER CITY OF CLAREMONT
ADDRESS 207 Harvard Avenue, Claremont, CA 91711
TELEPHONE 909-399-5328
FAX 909-399-5366
EMAIL aplrrie@cl.cIaremont.ca.us
YEARS AS CUSTOMER Since 2013
SERVICES UTILIZED DDA, Online Image Express, Positive Pay, Remote Check Deposit (aka EDS),
Cash Vault, Online WebDirect (Information Reporting, Money Transfers, ACH),
Merchant Services, Investments (Brokered CDs)
CONTAa NAME/TITLE Annie Yaung, Financial Services Manager
NAME OF CUSTOMER CITY OF MONTEREY PARK
ADDRESS 320 W Newmark Ave, Monterey Park, CA 91754
TELEPHONE 626 307-1349
FAX 626-307-2516
EMAIL dyaung@montereypark.ca.gov
YEARS AS CUSTOMER Since 2012
SERVICES UTILIZED DDA, ACH, ARP, Positive Pay, Cash Vault, Online WebDirect (Information
Reporting, Wire Transfers), Cash Vault, Remote Check Deposit (aka EDS), Stop
Payments, Image Express, Purchasing Card, Merchant Services. ePayables
CONTAa NAME /TITLE Kim Sao, Deputy Director of Administrative Svcs/FInance
NAME OF CUSTOMER CITY OF SOUTH GATE
ADDRESS
8650 California Ave.
South Gate, CA 90280
TELEPHONE 323-544-5278
FAX 310-544-5291
EMAIL ksao@sogate.org@rpvca.gov
YEARS AS CUSTOMER Since 2016
SERVICES UTILIZED DDA, ARP, Payee Positive Pay, ACH, ZBZ, Online WebDirect (Information
Reporting, Money Transfers, ACH), Cash Vault, Merchant Services
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Tab D Demand Deposit Accounts
The City currently uses three (3) demand deposit accounts (DDAs). One is a Zero Balance Accounts with the
Deposit Account serving as the Parent ZBA. Checks are issued using the Accounts Payable Account and Payroll
Account.
1. How many days after month-end will the City receive its bank statements?
Paper statements are typically mailed by the fourth business day after month end. Statements are mailed first
class from our statement processing facility in Houston, TX.
2. Are the bank statements available on-line?
Yes, both account statements and account analysis statements are available online the day following production.
3. Does the bank offer Zero Balance Accounts (ZBA's)? if so, please describe the service.
ZBA is a service that is added to business checking accounts {DDAs}. The service was designed for customers that
maintain a main operating account (Parent Account) and separate accounts (Children Accounts) for receivables
and payables. Examples of Children Accounts include payroll, petty cash, check writing and incoming electronic
payments. There is no limit to the number of Children Accounts that can be added and multiple tiers to the
structure can be implemented.
The intention of the service is to allow for an automated movement of funds to and from the linked accounts.
Once ZBA is added, all of the City's funds are concentrated into the Parent Account. The Children Accounts will
typically maintain a zero balance, however target balancing can be established. Intraday, if a Child Account has
Insufficient funds to execute a transaction, like a wire, it will look to the Parent Account. The funds in the Parent
Account are memo held to ensure the funds are not used for other purposes. Nightly, each Child Account does a
net settlement with the Parent. All excess funds in the Children Accounts are swept to the Parent Account. If a
Child Account is in a deficit position, funds are swept from the Parent to the Child.
Are the transfers to or from the Parent Account automatic?
Yes, automatic transfers occur at the end of each business day.
4. Does the bank offer ACH blocks or filters? If so, please explain.
Yes, the Bank offers ACH blocks and filters along with ACH Positive Pay. Please see description below:
As a means of curtailing electronic fraud, Bank of the West offers ACH Blocks and/or Filters to ensure
unauthorized ACH debits do not clear your accounts. The ACH Block service rejects all ACH debits presented
against your accounts that are set up for Debit Blocks.
The ACH Blocks and Filters service rejects all debits except those that you have specifically authorized. ACH
transactions that come through from a previously designated originator can be filtered by Amount, Authorization
Date or Expiration Date.
• By Originator: The system allows or rejects a transaction based on the Company ID field in the Batch
Header record
• Dollar Amount: A maximum dollar amount can be set and will reject debit transactions (from the specified
originator) exceeding the preset limit
• Authorize Date: Transactions will not be accepted from the specified originator until after the
Authorization Date. If sent prior, they will be rejected
• Expiration Date: Transactions will only be accepted up to the Expiration Date; after that, they will be
rejected
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Once the Block and Filter is established, it is not necessary to monitor the accounts. The Bank's ACH system will
monitor the accounts based on the specified criteria. Changes to the criteria or authorized originators can be made
at any time.
As a companion service, the Bank also offers ACH Positive Pay, a Web-based security tool that prevents
unauthorized ACH transactions from posting to your accounts. It has an easy-to-use Web interface allowing you to
review incoming ACH credit and ACH debit "exceptions", and to make a "pay" or "return" decision online.
Benefits of ACH Positive Pay:
• Fraud Mitigation: Allows corporate clients to monitor and manage ACH credit and debit items before
transactions are posted to their accounts
• Security: Advanced online security features help you reduce the possibility of unauthorized access
• Convenience: Provides clients with the convenience of setting up filters to permit previously authorized ACH
transactions to post without having to be reviewed
• Notifications: Allows users to set up alerts regarding ACH activity that may affect their account.
5. Does the option exist to create sub-accounts under the primary account?
No, the Bank does not offer sub-accounting service other than the traditional ZBA service described above. If the
City's need is to track deposit locations, the Bank's Deposit Reconciliation service will allow the City to receive
location-based reporting information.
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Tab E Collateralization of Deposits
The bank is required to collateralize public funds deposits under the California Government Code, Sections
S3651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon
request. Please detail the bank's procedures for collateralizing public funds deposits.
1. What types of securities are used as collateral?
Treasury Notes, Treasury Bills, Agencies securities, Muni (own state) and MBS are the types of securities uses as
collateral. The Custodian of collateral is Wells Fargo Bank Minnesota.
2. Which bank department Is responsible for tracking deposits and monitoring collateral?
The Money Desk is responsible for tracking deposits and monitoring collateral at the Bank.
3. What is the bank's current level ($ amount) of California public funds deposits and the related collateral?
As of January 31, 2019, in California, the Bank over $2.43 billion in public fund deposits and over 1500 accounts
that are collateralized in accordance with California state codes and other applicable laws. Of the total $2.43 billion
public fund deposits, the minimum collateral required is $2.08 billion and the market value of pledged securities
(related collateral) is $2.39 billion.
4. What Is the frequency of reporting to the State Treasurer's Office?
Weekly and Monthly as per Sections 53663 and 53661 of California Government Code.
5. Please include a copy of the Bank's Contract for Deposit of Moneys in this section.
Please refer to the following pages for a copy of the Bank's Contract for Deposit of Moneys.
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BANK,?r.
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CONTRACT FOR DEPOSIT OF
PCBLIC FIENDS
[California - Inactive and Active]
Bank of the WestDepository;
Local Agency.
Agent of Deposittny
Security Safdceeper
Depository's Net Worth as of
Depository's Paid-up Capital aiKl Surplus: S
Depository's Most Recent CRA Rating:
Effective Date of this Agreement:
This agreement is made by and beha een
the local agency named above ("Agency")
deposit of fimds nith Depository.
Depository and Agency agree, as folio
1. Goveiniog law. This
Title 5. Division
the Califmua
.t ("Dq>ositofy") and the Treasurer of
the Agency wiA re^)ect to the Agency's
ed into pursuant to California Ck^vemment Code
fe: all sections referenced in this agreement shall be to
Agency ReprllllVlrio^ Agency has determined that the deposit accounts and services
conien^iat^ by tJi^^wment are to the public advantage. The person(s) exectitmg
tiiis agreement on behalf of Agency represent and warrant that: (a) they are authorized by
the Agency and under applicable law to bind the Agency to this agreement: (b) no furdier
approval by any other person board <x governing bod>' is required to make this
agreement effective and binding as to the Agency, and (c) Agency s fimds maybe
deposited with Depositoiy in accordance with this agreement.
Depositoiy Repi eseurarions. Depositor^' represents and warrants diat its net wordi and
latest Communitv* Remvestment Act rating are as set forth at the top of this agreement.
Interesr. Imerest shall accrue on interest-bearing accounts maintained by Agency at the
rate set fwth in Agency's account agreement with Depository If Depositoiy does not
have a system that can accrue interest on a 360-day basis for inactive deposits.
Depository may increase the rate of interest on die account so that die interest vield is
041-00906 (01-18)
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equivalent to an account where interest is calculated on a 36(>-day basis. Interest shall be
paid quartedy or more frequently', as set forth in the account agreement.
Expenses. Unless otherwise agreed by the parties; (a) Depository shall bear the expense
of transportation of eligible securities maintained as collateral to and from the designated
Agent of the Depository: (b) Agency shall bear the e.xpense of transportation of funds to
and from Depository: and (c) Depository shall handle, collect and pay checks, drafts, and
other exchange for the fees set f(^ in the account agreement between Depository and
.A.gency
Other Deposit Terms. Each deposit shall be subject to the terms of die account
agreement between Depository and Agency. This agreement supplements and
si4>ersedes. wliere inconsistent the terms of the account agreement between Depository
and Agency.
Deposits. At the time of each deposit. Depository will
de^sit shall be subject to the terms of this agreement
state if and when interest is to be paid, the rate of
deposit, and the terms of withdrawal.
eipt to Agency. Each
agreement, which
ation of the
Security for Deposits. Depository shs
eligible securities widi the Agent of!
.Agency, in accordance with the C<
sxKh securities for safekeeping with •
any Federal Reserve Bank or hcanch
D^sitory. in accordance wil
waives security for the nortion ol
Depository may add. su'
in accOTdmce
as defined in
the required amount of
iw to secure foe deposits of the
It of Depository is authorized to place
above as "Seairin Holder " or wifo
fith any ofoer i^ipro^-ed Agents of
16^. Pursuant to Section 53653. Treasurer
sits that is insured pursuant to federal law.
iw securities being used as security for deposits
Depository not interchange classes of security,
without foe prior written appros'al of the Treasurer.
Depositor>' shalfhavej* hereby reserves the right to collect interest on the securities
maintained as coUMC except in cases where the securities are liable to sale or are sold
or converted in accordance wifo the pimisions of California Government Code §53665.
Default by Depositoiy. If Depositor^' fails as an institutioa or foils to pay all or part of
foe deposits of foe Agency secured by pooled securities in accordance wifo this
agreement and i^on the dptnand of the Treasurer or any other auth(»ized official
Treasurer will send written notice to the Administrator of Local Agency Securit>' of the
State of California (foe "Admmisrrawr "). who shall draw on any ai^licable letter of
credit and. or com^ert into money any securities i^cessary to cover (a) the deposits of foe
Agency, (b) any accrued interest, and (c) the reasonable e.\penses of foe Administrator,
which '^haii be distributed and used by the Administrator, as provided in Section 53665 of
foe Code. If the Administrator determines that a securitv* is not qualified to secure public
deposits. Depository will substitute other securities to comply wifo the requirements of
this agreement.
041-00906 00&18)
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Upon notice to the Treasurex from the Administratof. Treasurer may mthdraw deposits in
the e\'ent the Depository f^s to pay flie assessments, fines, or penalties assessed by the
Administrator <x may withdraw authorization for the placement of pooled securities in an
agent of depository in the e\-ent the Agent of Depository feils to pay the fines or penalties
assessed by the Administrator.
10. Compliance. Subject to Section 53648 and applicable federal law. the parties shall
conq)ly in all respects with the provisions of the Code and other ^licable provisimis of
law.
11. Termination. Either party may terminate this agreement as to future deposits by
providing 30 days prior written notice to die other party.
Date
<AGENCY
By 7
NameTitle:
5N/
NameTitlc;
BANK OF THE WEST \ Date:
DEPOSITORY
By
041-40906 (O&IS)
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Tab F Bank Compensation
The City has historically paid for bank services with a combination of hard-dollar fees and compensating
balances. Please Indicate the following in this section:
1. Can the City compensate the bank for services with fees, balances, or a combination of the two at Its own
election? Please describe any differences In related costs to the City with either option.
Yes, the City has the option of paying fees directly or using compensating balances. There is no difference in the
cost to the City based on its payment structure; however, it may be advantageous for the City to evaluate the
impact that balance reserves will have on a compensating balance program versus a direct fee payment, especially
as it relates to investment opportunity on those balances.
2. Can the City choose between paying for analysis deficiencies by check, auto debit, or ACH credit?
The default payment method for analysis deficits is by auto debit from a Bank of the West account of the City's
choosing. Upon request and with approval from Bank management, invoice settlement by check can be arranged.
ACH credit is not currently an option.
3. What is the bank's Earning Credit Rate (ECR) based on, and how Is It calculated each month?
The Bank is pleased to offer the City our preferred rate of 1.50% (current Bank standard rate of 0.20% plus an
additional 1.30%). With this highly competitive exception rate, the City can manage balances to ensure all service
fees are offset in full.
The standard rate (base rate) is a bank-adjusted rate and it's applied to the City's monthly Average Investible
Balance (Average adjusted Collected Balance less Reserve Requirement).
4. List the bank's average ECR for each of the last eight months (January - August, 2018).
The Bank's standard ECR was 0.20% for the past eight months
5. Using the ECR for the month of August 2018, please calculate the level of compensating balances (after float
and reserves) needed to offset one dollar of the bank services. ($1 in services = $ In compensating
balances.)
Using the standard rate of 0.20%, $1 in services = $6,083 in compensating balances.
For the City's approved exception rate of 1.50%, $1 in services = $811 in compensating balances.
6. Please explain in detail, how and when the FDIC assessment Is computed and charged.
The Deposit Administration Fee is a Bank fee associated with the assessment charges. Financing Corporation
charges and other charges provided by law and may also include administrative expense incurred by the Bank in
providing depository services. The fee charged is based on the average monthly ledger balance held in a checking
account, per $1,000. EXAMPLE; if the average monthly ledger balance is 10,000. The fee would be $10,000/$1,000
X.10 = $1.00.
7. What Is the bank's settlement period for account analysis and billing purposes - monthly, quarterly,
semlannually, or annually? How long can any excess balances be carried forward to apply to charges in
future billing periods?
The Bank offers the City monthly or quarterly settlement of Account Analysis fees.
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8. How long will the bank's pricing, as indicated in this proposal and the Banking Services Bid Form, be fixed?
All pricing will be fixed for the life of the contract.
9. Please detail which types of items and services can be applied against the account analysis in addition to the
standard bank services, such as merchant bankcard processing, messenger service, armored carrier
(currently with Garda World picked up weekly), check stock, supplies, custody services, etc. Is there a
markup for any of the items? If so, how much?
Aside from general banking service volumes (checks, deposits, ACH transactions etc.), we are open to discussing
other items as long as Federal Regulation Q is not violated. The normal mark-up for third-party services is 15%;
however, we are open to negotiate depending on circumstances.
10. How does the bank charge for overdrafts? Does the bank charge for the use of uncollected funds? If so, how
is the charge calculated?
The Bank assesses a per-item fee to the City's account analysis for each item paid or returned due to a negative
ledger balance. For the first four overdraft occurrences within a twelve month period, the fee is $18.00 per item.
The fee increases to $22.00 per item for subsequent occurrences. In addition, an Overdraft Interest charge of
Prime + 2% is assessed on the average negative ledger balance for the month.
Yes, the Bank charges a separate Funds Advanced fee of Prime + 2% on the average negative collected balance for
the month.
11. Please state the negative collected balance charge that the City will pay and, in detail, explain how this
charge is computed. Is the rate quoted in this proposal good for the term of the contract?
Please refer to question 10 above. Yes, the rate quoted is good for the term of the contract.
12. Are Account Analysis Reports available on-line? if so, specify the cost.
Yes, both the Relationship Summary and the individual account analysis statements are available online. The cost
is $0.35 per statement.
13. What procedure is used to make any adjustments to the Account Analysis statements and how long does it
take for adjustments to take effect?
If the error is identified during a settlement period, the analysis statement will be corrected by the dedicated
Relationship Specialist the following month. If the error is identified after the settlement period, the Bank will
make a direct adjustment to your account. Any adjustments will be made by your Relationship Manager and
Relationship Specialist, typically, within one week.
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Tab G Deposit Activity
The City currently utilizes a variety of methods to process dally deposits. The City requires weekly deposit pick
up from City Hall. Total monthly deposits consist of approximately 600 to 800 un-encoded checks and
approximately $20,000.00 to $30,000.00 in coin and currency. Deposited Items should be automatically re-
cleared once. Checks that are returned are mailed to the City. The City requires the ability to use the branch to
make branch deposits, to get change, to allow employees to cash payroll checks, and for other miscellaneous
activities. The City currently visits a local branch once per month.
1. Please identify your branch locations within the City of La Quinta. Do all locations provide night depository
services?
The branch location nearest to the City is 74-989 Highway 111, Indian Wells, CA 92210. This location does not
offer night depository services. The nearest branches with night depository are in Mission Viejo or San Clemente,
CA. The Bank recommends the use of armored transport for daily deposits to our Cash Vault facility in Ontario, CA.
2. Please describe the bank's deposit requirements. How should the coin and currency deposits be prepared?
How should un-encoded check deposits be prepared?
Currency Deposits - Basic currency-only deposit packaging is as follows:
• Face bills and sort in order by denomination
• Bundle faced and sorted bills in stacks of 500, as quantity permits and secure with a rubber band
• Affix address label to bag
• Record "Declared Value" amount where indicated
• Insert the prepared currency and small amounts of coin along with the original deposit slip in the bag
• Seal bag according to instructions and remove tear-off receipt
Each currency deposit Is enclosed in a separate plastic, transparent, tamper-evident deposit bag, which enables
the most efficient deposit tracking. Currency deposits can include a limited amount of coin up to $10.
Coin Deposits - Coin deposits are packaged separately from currency and require their own deposit ticket. Coin
deposits are sorted by denomination In separate bags, or mixed denominations in one bag. The Bank accepts coin
deposits In standard quantities, non-standard quantities, or subject to count deposits. Coin deposits should be
packaged in clear coin deposit bags with pre-printed labels affixed. The deposit ticket associated with coin deposits
is included In an envelope with a preprinted label affixed to it. The envelope Is listed separately from the coin on
the manifest, so that the envelope Is delivered to the cash vault for posting and the coin Is delivered to the coin
vault for verification to ensure same-day credit.
Mixed Deposits ~ Currency, checks and some coin (up to $10) can be included in a mixed deposit. To prepare a
mixed deposit, place prepared currency, coin, checks (along with a tape of the checks) In one deposit bag with one
deposit ticket.
3. How would the City order cash vault supplies? How Is payment made for such supplies?
The City will order Cash Vault Supplies through their dedicated Relationship Specialist. The cost for supplies will be
assessed to the City's Account Analysis.
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4. Please describe in detail the bank's procedures for handling deposit adjustments. What documentation on
discrepancies does the bank provide?
In the event the Cash Vault makes a deposit adjustment, the City will receive an adjustment notice via the
WebDirect Special Report system. The notice will include the deposit date, adjustment date, declared deposit
amount, verified currency amount by denomination, location number and reason for the adjustment. For cash-
only deposits, the declared deposit amount and any adjustments are electronically posted. For mixed deposits
(cash and checks together), deposits and adjustments are posted via the paper-posting stream with images made
available. The Bank will always credit the City's account for the declared amount on your deposit slip, and follow
with separate debit / credit entries for adjustments. Adjustments will appear the same day as the deposit posting
on the City's WebDirect previous day reporting. Cash Vault adjustment notices are also available by mail or fax at
an additional cost.
5. Is the deposit adjustment documentation different from cash deposits and check deposits? What is the
minimum adjustment amount? How soon would support documentation of a deposit discrepancy be
provided to the City?
Yes, Adjustments for cash deposits are processed electronically by the vault with a Special Report generated via
WebDirect. Adjustments for check or mixed deposits will be paper-based with an image available via Previous Day
reporting the following day.
6. Please describe the bank's returned item handling and notification procedures. Is an automatic re^lear
option available? How long does It take for returned items to be sent to the City? Include any online tools
available for this purpose.
The Bank processes return deposited items from its processing center in San Ramon. The City has special handling
options including automatic reclear of NSF/UCF items (one time) at a cost of $1.00 each. Returned items are
memo posted on WebDirect Current Day activity on the day received with an optional maker name appearing in
the transaction information. An image of the item is available the following morning via Previous Day Detail
reports. The City will receive an Image Replacement Document (IRD) of the return item typically within two to
three business days of processing. Fax or telephone notifications are also available at an additional charge.
7. What are the cut-off times for deposits at the bank's local branch and at the bank's Processing Center to
ensure same day credit? Where is the Processing Center/Cash Vault located? Will the City deal directly
with the Cash Vault on deposit adjustments or with a local representative?
The cut-off for deposits made at the Indian Wells Branch is 5;00 PM. For deposits made at the Cash Vault the cut
off times are 7:00 PM for cash only and 6:00 PM for checks only or mixed. Our Cash Vault facility is located at 1375
East Acacia Street Ontario, CA 91761. Any issues regarding deposit adjustments will be directed to the City's
dedicated Relationship Specialist to provide accurate tracking and resolution.
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Tab H Bill Concentration Service
1. Does the bank have the capability to provide a bill concentration service? If so, please describe the service.
The City currently does not use Bill Concentration services nor has large volume of bills for collection.
Electronic payments are encouraged; however, the City would like to know if the bank provides centralized
bill payment processing should it be needed in the future.
The Bank partners with Check Processors Inc to provide bill consolidation services please see description below;
Check Processors Inc
On July 1, 2011 APIS of Seattle, Washington purchased Check Processors Inc. of California, also known as CPI. CPI
was formed in 1986 and since that time has been providing remittance processing services for Water Districts,
utility companies, various cities and counties as well as provides services for the State of California. Today they
service over 250,000 payments per month. AFTS/CPI has been in business since 1971 and has been providing all
types of payment processing services since that time.
Bill Pay Consolidation Services (Home Banking Payment Processing)
CPI has the solution to streamlining the daily process, resulting in a single consolidated deposit that totals to a
posting data file that can update your accounts receivable system. Your staff no longer needs to hand-key any
payments. Checks are not delayed or lost in the mail. You receive your funds and your accounts are updated on the
same day Check-Free issue the payment information.
CPI has the solution through our Home Banking Consolidation (NBC) service by linking your accounts receivable
data to 98+% of the online bill payment volume. Our services can process payments originating from:
• Fiserv (Checkfree)
¨ Ipay Solutions
Using a validation database provided by the billing organization that includes information like account numbers,
names, amounts and other information that may be useful for processing, our NBC service links this to the online
bill payments received daily. We programmatically match the information sent by your customers via their bank's
bill payment service to the validation data file. Payments that can't be matched automatically are visually
compared by CPI staff using business rules customized for your needs. The HBC system then saves these business
rule "match" logic choices so future payments can be automatically linked.
Those payments that can't be matched can either be communicated to you for input on how to apply them
(customer friendly approach) or returned un-processed (tough-love approach) so your customer updates their bill
payment instructions at their bank so future payments do work correctly. A month or two of the customer friendly
approach, followed by tough-love seems to work best for most applications.
Each day the HBC service creates audit-control reports and direct A/R updating files that can be imported into your
accounting system to apply those payments that have been matched. The funds from the matched transactions
are ACH credited to your settlement account the next day.
AFTS/CPI provides the City with a text file with bill payment information. AFTS/CPI will provide a posting file in any
layout based on the specs that the City provides that will import back into the various accounting software that the
City uses. Once your work is done we send an email out to the City letting them know that HBC is processed along
with the total deposit. At which time the City can access our web-portal to pick up the posting file to import into
their software. We also provide various daily reports of all payments received, and the
City can search our web-portal for any payment data that we processed for them.
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• Two-Way Messaging - The City can send customized messages to customers on bills and post messages on
the payment website.
• e-Consent Forms - Consent to paper suppression during registration or at a later time, with the ability to
suppress all documents or only certain documents.
Reporting:
• Reseller Reports: Individual business and aggregated reports including production, stop payment,
payment details and more
• Business Reports: Activity summaries, customer status reports, deposit information, accounts receivable
reconciliation, recurring payments, file upload status and more
• Customer Reports: Payment history, payment details, pending payments and more
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Tab I Wire Transfers
The City currently transacts wire transfers on-line, initiating approximately five (5) wires and book transfers a
month and receiving approximately two (2) incoming wires per month.
1. Please describe the bank's on-line wire transfer capabilities. What is the deadline for initiating wire
transfers?
The Bank provides the initiation of domestic and international wires, as well as internal book transfers between
Bank of the West accounts. Wire transfers can be generated in US Dollars or multiple foreign currencies and
provide same day availability when initiated according to the Wire Deadline schedule provided by the Bank.
Wire Initiation - the Bank offers the initiation of wire transfers through the following methods:
• Internet / Web-based: Wire initiation using WebDirect, the Bank's online cash management system.
• Direct Wire: Phone-in wire transfer requests
• Standing Transfer Order (STO): An automated option for repetitive wires with a recurring schedule; can be
set-up on a fixed or peg balance amount
• Branch: Walk in to a Bank of the West branch and request a wire transfer
• Flat File Wire Delivery: File import of wires using WebDirect or WebDirect "Connect." an adjunct service
containing an automated scheduler used for large volume of daily wires
• Straight thru processing (CPU to CPU): Via the Bank's Integrated Solutions service
Wire Types - choose from free-form or create wire templates
• Free Form: Initiate a one-time wire transfer without creating recurring transfer instructions
• Wire Template: Initiate wire instructions from a pre-formatted template (repetitive transfers) for frequent
or regularly scheduled transfer of funds
Wire transfers initiated via WebDirect can be scheduled up to 30 days in advance. Wires initiated via Integrated
Solutions can be scheduled up to seven days in advance.
Wire Deadlines
• Incoming Wires received by the Bank before 2:30 PM PT will receive same-day credit.
• Outgoing wires will be sent the same day when initiated and approved prior to the cut-off times in the
following table.
TYPE OF TRANSFER
Fed/Domestic
Book
Transfer/Internal
Drawdown
International
6.30 AM
2-30 PM
6;30 AM
4:00 PM
INPUT METHOD (PACIFIC TIME)
6:30 AM
2:00 PM
6:30 AM
2:30 PM
6.00 AM
2 30 PM
6:00 AM
4 00 PM
600 AM
2:30 PM
6 00 AM
2:30 PM
6.00 AM
2 30 PM
6:00 AM
4 00 PM
6:00 AM
2:30 PM
6 00 AM
2:30 PM
Automatic
Standing Transfer
6.30 AM
2 30 PM
6:30 AM
4 00 PM
6:30 AM
2:30 PM
6 30 AM
4:00 PM
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2. What safeguards and security measures does the bank have in place to protect the City?
WebDirect uses multifactor authentication to prevent unauthorized access to the wire transfer system and the
application is secured by 128-bit SSL encryption. Using the System Administration module in WebDirect you may
assign specific dollar and approval limits to users initiating wires as well as establish dollar limits per transaction or
maximum daily usage amounts for each wire template.
Other security measures include password changes and timing-out individual WebDirect sessions. Password
changes are required every 90 days by default; however the frequency is controlled by the Administrator and may
be modified at the user-level as desired. WebDirect will log out users after 20 minutes of inactivity. If a WebDirect
session becomes inactive for 20 minutes, the session will end or "time-out" and the user must log on to begin a
new session.
Operational security features include required approvals on all free form wires and template setups. Multiple
approver requirements (up to nine) can be established on templates prior to wire release. Maximum dollar limits
can be established at the user or template levels.
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Tab J Automated Clearing House (ACM) Service Requirements
ACH Direct Deposit of Payroll: The City utilizes direct deposit services for bi-weekly payroll for the City.
Approximately 95% of the 110 City's employees take advantage of the direct deposit service. Please address the
following;
1. Describe the bank's direct deposit services, including the software requirements and transmission options
available.
The Bank's Automated Clearing House (ACH) service provides a reliable, cost-effective method to originate
electronic payments.
The Bank is a nationally recognized ACH originator and is among the top 50 ACH originators in the United States.
Bank of the West will assist the City in identifying how our various ACH solutions fit your cash management
requirements.
ACH services include the origination of Direct Deposit, Direct Payment, Check Conversion, Corporate Payments and
Financial Electronic Data Interchange (EDI). Each option is described briefly in this section.
Direct Deposit: The most widely used ACH application; Direct Deposit credits your employees', customers'
and beneficiaries' bank accounts at predetermined intervals or as necessary.
Direct Payment: An ACH transaction created when your customer or business trading partner gives you
authorization to debit their account on a regular basis; this diverse application is typically used to collect
loan payments, insurance premiums, recurring bills or other standard invoices
Check Conversion:
Point of Purchase: A transaction that enables you to convert paper checks received from consumers and
some business partners* into electronic payments at the point of purchase (*Not all business checks are
eligible for conversion)
Re-Presented Check: A transaction enabling you to collect funds from a paper check that has been
returned for insufficient or uncollected funds
Corporate Payments
Corporate Trade Exchange: A transaction that allows payment and remittance information to be
exchanged between trading partners using the ACH
Cash Concentration and Disbursements (Corporate Credits and Debits): A transaction that allows
companies to collect or disburse funds
Tax Payments: A transaction that automates the reporting and collection of Federal, State and local tax
obligations
ACH Origination
The Bank offers three methods of ACH origination, WebDIrect ACH and DIrectSend (transmission) are described in
detail in this section. Integrated Solutions ACH is described after question five.
WebDIrect ACH
WebDirect ACH is a comprehensive internet-based ACH origination module allowing the City to simplify collection
and disbursement activities by significantly reducing paper check handling. WebDirect ACH enables the City to:
Upload NACHA files directly to the WebDirect interface
Create ACH batches using preformatted, user-friendly templates for recurring transactions
Modify or delete transactions within a batch
Import NACHA files to update or create new batches
Create electronic Federal and State tax payments
View various report types including Return Resolutions and Notices of Change (NOC)
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Direct Send ACH (transmission)
DirectSend ACH is a transmission-based origination service to upload NACHA files directly to the Bank via secure
connection. DirectSend includes the following features:
• Connect using Secure Transport web portal (HTTPS) or {S)FTP Client (SSH/SCP)
• Enter control totals and view online confirmations when the Bank has received your transmitted files
• Receive a daily, automated return file in NACHA format, making it easier to manage and post high return
volumes
ACH Transmission Work Flow:
• The City transmits a DirectSend transmission file to the Bank
• Upon completion of a successful transmission, the City provides file totals (i.e.: number of transactions
and total debit/credit amounts) via ACH Exchange Control Total online platform
• The Bank balances the file and releases It to the Clearing House (Federal Reserve); if the Bank does not
balance the file, you will be notified and asked to make the appropriate corrections
• The Clearing House notifies Bank of the West when the file transmission is complete and a balanced file
was received
2. Discuss screening measures that the bank uses to minimize errors on files sent to the bank. Describe the
process and timing available for file/error correction.
DirectSend and WebDIrect ACH files undergo file validations that are built into the ACH system. Files can be
deleted prior to releasing to the ACH operator. If the fi le has already been sent, a reversal may be initiated. If
there is an issue with a transmitted file, the City will be contacted by ACH Operations with issue details and
instructions.
3. Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank
needs the file from the City and when the funds are debited from the City's account.
• WebDirect ACH files must be submitted to the Bank and approved by 5:30 PM PT, at least one business
day before the effective or pay date
• DirectSend ACH (transmission*) processing requires file transmission and approval by 8:00 PM PT, at least
one business day before the effective or pay date
* For DirectSend transmission of ACH files during extended processing windows (6:00 PM PT - 8:00 PM PT) the
Bank requires the City to provide a direct contact person accessible to the Bank during this time period, in the
event file issues warrant communication with the City. We do not recommend leveraging extended processing
windows for payroll processing under normal circumstances because it provided very limited time to handle any
exceptions / errors that may arise. NACHA guidelines specify that payment is guaranteed only if processed within
the stated cut-off time standards. Funds will be debited from your account on the day of settlement (i.e., the
effective date) unless the settlement date falls on a bank holiday or weekend, in which case the Bank requests the
file be sent in the business day prior to the weekend or holiday.
4. Discuss any employee benefit programs for City employees and indicate if the bank would be able to
participate in City-hosted employee benefits presentations.
Bank at Work
With Bank at Work, your employees have access to products, loans and services with special rates and discounts as
well as valuable financial education courses. Best of all, this exclusive employee benefit comes at no cost to the
City. In addition to the benefits below, the Bank would be willing to participate in City-hosted employee benefits
presentations.
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Through Bank at Work, we offer free financial education seminars to help educate you and your staff with such
Issues as identity theft and learning about banking basics with the goal of providing excellent education, feedback,
and advice that you and your staff may have regarding any banking needs. Bank at Work can help your employees
enhance their financial situation and build a solid financial future.
Save time and money when you bank at work
Whatever your financial goals, Bank of the West is here to help The Sank at Work' Program can
happen right at your place of work, or one of our many branch locations, making it easier for you to
get the financial guidance, tools and resources you need In addition, you'll enjoy money saving offers
and special perks including;
• hiexible account oot'ons that maet your • nracDcai onsjte fi'^ncial education seminars
banking needs , rnbanceo rates on selected lenr- CDs and
• Streamlined, convenient, and simpli'ed orisite Money Market Plus Savings'
account ooening options , annjai fee c»i small safe dwos^; twx'
• Access TO dodicaied protossionais for t.naroiai , Waived anniual fee Gold Line Cfverdraft Protection'
situations ranging from simple to comple*
n Complimentary and dfscounted seff-direcied online trades* through BancWesl investment Servloes
PLUS
n Complimentary financial review with an Investment Financial Advisor from our affiliated broker/de^r-
BancWesl investment Services*
To learn more.please contact your Bank at Work repreeentatlye or visit your nearest branch
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5. Is there direct support for file testing?
Yes, testing plans are unique to each individual client and are based on the combination of products and services
provided by the Bank and how those services are delivered (online, transmission, etc.) The Bank understands that
a detailed testing plan Is critical to the planning and timing requirements of the implementation; therefore, the
Bank will provide a testing plan during the initial phases of implementation
ACH Vendor Payments: The City would like to make payments electronically. Describe the program used by the
bank to facilitate these payments. The City currently uses Tyler Incode 10 for its financial software.
Integrated Solutions ACH
Integrated Solutions is a host-to-host payables service that can be used to initiate ACH transactions, as well as
wire, check and credit card payments, all in one mixed file. This electronic payment service will automate the City's
accounts payables process, helping ensure it is accurate, timely and secure.
Heightened Efficiency and Accuracy: Invoices and other payables are entered only once, greatly reducing the
likelihood of data entry mistakes
Convenience: Integrated Solutions works with compatible accounting platforms so payables are instantly
transmitted to Integrated Solutions in one easy step
Simplicity: Real-Time payment processing keeps the City fully informed about the current status of each
transaction
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Integrated Solutions process;
The City's Accounting Manager enters invoices, expense reports, and other payables into the City's accounting
system.
The City's accounting system securely connects to Bank of the West's Integrated Solutions service.
Integrated Solutions reviews instructions, validates business rules, sends payments to the Bank's back-end system
for further processing and provides status updates to the City's account system in real time.
The Bank's back-end system processes payments and provides a confirmation back to Integrated Solutions.
ACH Auto Debit: The bank must have the capability to accommodate an online bill collection services.
Please refer to Tab H Bill Concentration Service.
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Tab K Payroll Tax Processing
Please describe the bank's pavroil tax withholding services and its related costs. The City requires the ability to
report and pay state and federal tax withholdlngs automatically online or by telephone.
TaxDIrect
TaxDirect is the most effective way to make your tax payments electronically. The system has the capacity and
speed to process payments quickly and accurately, eliminating the need to write checks and complete coupons.
Whether it's federal, state or local taxes, we offer a complete service with multiple tax type options.
TaxDirect is secure, reliable and confidential. It can only be accessed through your PIN (Personal Identification
Number) and Access Code. Furthermore, it carries one of the highest commercial government security ratings.
Initiate your payment at least one business day prior to the due date and complete your session no later than 3:00
PM PT for next day credit. You can rely on TaxDirect to pay your taxes on time, every time.
Features and Benefits of TaxDirect
• Fully compliant with federal, state and local program requirements
• Ability to electronically pay 1,700 types of taxes across many jurisdictions
• Automatic payments can be scheduled up to 30 days in advance
I Direct remittance of payments to the appropriate authorities
• Optional immediate payment confirmation
• Avoid late penalties due to lost or delayed mail
• Access the system 24/7 from the office, home or on the road
• Reliable and secure
Internet
Enter payments online, access a drop-down menu with
currently enrolled tax jurisdictions and receive real-time
editing and confirmations. For higher volume, you can
upload a tax payments file via the online portal.
Touch-tone Telephone
Our automated interactive voice response (iVR) system
allows you to make payments anytime, on the phone
Live Operator
Enables small businesses with less than 10 payments per
month, those with a rotary phone or those requiring
customer assistance to complete their transactions
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Tab L State Activity/LAIF Transfers
The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and
receives State electronic payments.
1. Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer,
etc.? How is the accuracy of transfers assured?
LAIF transfers are originated online through the WebDirect Wire module, to an internal clearing account. The Bank
will provide the City with wire instructions to the State of California account housed at Bank of the West.
2. What is the charge per transfer to LAIF? From LAIF?
Transfers to LAIF are sent as book wire transfers and cost $1.75 each. Transfers from LAIF are received as incoming
wires and cost $8.00 each.
3. Does the bank have an office in Sacramento that maintains a direct DDA banking relationship with the State
Treasurer's office and the State Controller's office?
Yes, the Bank maintains a direct banking relationship with the State Treasurer's Office and the State Controller's
Office.
4. Is the bank an approved State of California depository?
Yes, the Bank is a California State depository bank.
5. What is the charge for the deposit of State electronic payments? State warrants?
The charge for State electronic payments is the same as ail other electronic or paper items deposited.
6. What is the bank's position on past issuance of lOU's by the State of CA? Does the bank accept lOU's for
deposit?
In the past, the Bank has accepted State of California registered warrants (aka lOU's) for deposit by Bank
customers. The Bank reserves the right to make a decision on any future issuance of registered warrants.
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Tab M On-line Bank Processes and Information Reporting
The City currently utilizes a web-based on-line system to perform a variety of processes, such as placing stop
payments and accessing online balance reporting information for all accounts.
1. Please describe the banks on-line banking and information reporting system(s} including a list of all services
provided.
PLEASE NOTE: Although responses to this RFP refer to WebDirect, our current online solution, we have a firm
commitment from Bank leadership and our parent company BMP Paribas, to develop a next generation, digital-
banking Cash Management platform and services. The Bank Is actively executing against a multi-year
transformation program to develop next-generation Cash Management Products and Services. Key initiatives
under this program include redesign of our online banking platform, enhanced host-to-host and API capabilities,
ongoing payment modernization efforts and key industry initiatives including Real-Time-Payments and Swift Global
Payments Innovation, etc.
WebDirect is Bank of the West's online cash management system, it provides the convenience to access account
balances, initiate daily banking transactions, and view and print detailed information reporting. Complete with
system-wide security features including a dual control system administration module, WebDirect offers a variety of
convenient features to support the City in managing your payables and receivables.
Features of WebDirect include:
• Account Reconcilement: Full, partial and deposit reconcilement services; upload check issues online as
single items or in batches using a simple Excel file
Account Transfers: Make real time transfers between Bank of the West accounts
ACH: Initiate individual electronic transactions online or import batches using a standard ACH file format
and process through the Automated Clearing House
Tax Payments: Create electronic Federal and State tax payments; a transaction that automates the
reporting and collection of Federal, State and local tax obligations
Electronic Images: Retrieve, download and print images of paper items such as paid checks and deposits
with offsetting credits and debits
Information Reporting: Retrieve account balance, summary and detail activity customized to your needs:
o Previous and Current day account balance with summary and detail information
o Information Reporting account subtotal report
o Customized Special Reports
Launch: A portal to other Bank of the West online applications
Positive Pay with Payee Validation: Use Positive Pay, with or without Account Reconcilement, to help
prevent check fraud by making daily "Pay" or "Return" decisions on exception items; files are transmitted
online with WebDirect or by direct transmission
Special Reports: View and print electronic versions of: monthly bank statements, account analysis
statements, investment statements, and ACH, Account Reconcilement, Cash Vault and EDI reports
Stop Payments; Conveniently place a stop payment for a single check or range of checks with real-time
confirmations; initiate stop payment renewal or deletion
System Administration: The City designates two or more "System Administrators" at the time of account
setup: system Administrators perform maintenance on your account including password resets and
creating, modifying and deleting users
Wire Transfers: Create one-time or recurring payments to domestic or international locations in US or
foreign currency with real-time confirmations
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2. What are the current computer hardware and software specifications for most effectively utilizing the
bank's on-line system?
WebDirect Is internet-based, so software is not required.
WebDirect is certified for use on Windows or Macintosh operating systems with Internet Explorer, Firefox or Safari
Internet Browsers. Current operating systems will be supported when new operating systems are added. New
operating systems and web browser versions will be certified and supported for the application as upgrades are
released. The Bank publishes a Features Guide prior to each new WebDirect release and will email the City to
notify you of upcoming upgrades to WebDirect. The Features Guide will include an updated listing of the
supported operating system and browser combinations and will be available on WebDirect prior to the upgrade.
3. At what time (Pacific Standard Time) is prior day information avaiiabie?
Previous Day reports are available at 6:00 AM PT and provide timely, comprehensive reporting of your cash
position.
4. is the per item fee for prior day reporting based on the number of items reported or accessed?
Unlike Current Day reporting, the Bank charges for Previous Day items reported, not accessed. Please refer to Tab
U for pricing detail.
5. Can the reports be customized? Exported to Excel?
Yes, the City can create customized online reports using the Bank's WebDirect Information Reporting system.
Each standard report (Bank Level) can be customized to the individual needs of each user (User Level) or can be
shared among all users of the City (Client Level). Additionally, when configuring reports in WebDirect, the system
has extensive filtering capabilities, including filtering by account(s), amount range, check number, reference text
and type of item.
Customized reports can be produced in human-readable reports or exported in CSV or BAI formats at no additional
charge.
6. What types of security measures are In place? How Is the assignment of user I.D.'s and passwords
managed?
WebDirect has four primary components of security;
• Application Front End Security
• Browser Security
• eCMS Security
• Network Security
In addition, WebDirect has the following security features:
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Security and Customer Administration
• Authorized officers of the City designate
System Administrator(s) in writing at the time
of set-up. The Administrator(s) entitles other
users within the City and control system usage
• WebDirect offers a dual control administration
module (recommended by the Bank)
• elmagelD, WebDirect's multi-factor
authentication security, is a two-way validation
system that confirms you are accessing the
correct site and the Bank validates the end
user is legitimate
• User Profile reports are available and show
what administrator(s) completed that
maintenance. This is a standard report for
administrators or an optional entitlement to
other users
• WebDirect requires 128 bit encryption
• Each administrator is granted access to the
ADMIN Module that allows them to create,
modify and / or delete users, as well as reset
passwords
• Dual control enforces user maintenance by
requiring two administrators to complete a
maintenance request
• Administrators activate users that have been
locked out of the system or lock specific users
out of the system to prevent unwanted access
by those users
• Passwords and related expiration options
provide additional security and are assigned
and controlled by administrators
• Multi-user access with limits and entitlements
• Detect and decrease fraud
7. What is the bank's contingency plan for providing this information in the event of an unexpected bank
system problem or natural disaster?
If the Bank's primary location is not accessible, an established backup site for operations, customer service and
other support units will be activated. The facility will be functional within an established timeframe for each unit.
The exact location(s} of these site(s) is confidential information.
In the event of a disaster, the Disaster Recovery plan will be implemented. This plan states that a backup site will
be activated in 15-30 minutes and will have the capacity to run systems as long as needed, in the unlikely event
that our primary processing site and our backup site are both unavailable, we have a third site available on an on-
call basis.
8. Does the bank offer electronic delivery of statements, reports, and notices?
Yes, WebDirect's Special Reports will allow the City to view and print online versions of monthly bank statements,
account analysis statements, ACH Return Notices, EDI reports and Cash Vault receipts. Cash Vault adjustment
notices and more.
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Tab N Account Reconcilement
The City currently issues approximately 400 Accounts Payable and Payroll checks monthly and utilizes Full
Account Reconcilement with Positive Pay services for its disbursement accounts.
1. Does the bank offer Full Account Reconcilement Services with Positive Pay? If so, please describe the service
including accepted methods for receiving the Positive Pay data and the format specifications for that data.
Yes, the Bank offers full Account Reconcilement Services with Positive Pay.
The Bank uses a sophisticated software program with the capability and flexibility to meet the City's specific needs.
We designed our Account Reconcilement Services to be flexible and easily implemented with your accounting
system. The City can utilize the Bank's standard ARP format or the Bank can customize the format to function with
your fi nancial system. There are two options for file export/import:
• Download and export paid check information from WebDirect in a BAI or CSV format
• Receive a direct transmission of Paid, Partial or Full Reconcilement to your treasury workstation using the
following protocols: Secure Transport Web Portal - HTTPS or (S)FTP Client - SSH/SCP
Once reconciliation is complete the Bank generates various reports, available by mail, electronically via WebDirect
or by transmission, Our reports are easy to generate, view, print and save for future use. Following are features
and reports to assist in tailoring your reconcilement program to fit your needs:
• Paid check reports via transmission, online in WebDirect, or hard copy
• Reports sequenced by check number, issue date or paid date
• Available in various subtotal, total and grand total schemes
• Custom calendar cut-off dates and "as-of" or "from-to" cut-off dates available
• Sub-account tracking and cumulative stop reports
• Special reconcilement requests at any time during the accounting period
• Paid only reports
• Outstanding reports
• Stale date feature
• Maximum dollar control
• Miscellaneous data fields, such as customer identification, department name
Account Reconcilement and Monthly Depository Services statements can be downloaded and printed online and
are available one day after month-end cut-off.
The Bank's Deposit Reconcilement service will capture the identification numbers (ancillary) as a part of the
deposit number and report it on electronic and paper statements and reports. If you have multiple locations
depositing into a single account, the Bank's Deposit Reconcilement Services can segregate your deposits by
location and list non-reporting locations. Through special serial number grouping, daily reporting and
comprehensive monthly reports, this service facilities auditing and enhances the control over local depository
activity while retaining the convenience and economy of a single depository account.
The Bank also recommends the use of Pavee Positive Pay to add an additional layer of fraud protection to your
accounts. Payee Positive Pay is a secure and effective way to minimize check fraud losses caused by the payment
of unauthorized checks. By reviewing a daily "exception" report with images of suspicious items, the City can
return fraudulent checks while paying all legitimate checks in a timely manner.
All checks, including those received over-the-counter by the tellers, are verified against the positive pay file before
processing. This issue information is picked up four times during the business day: 10:00 AM, 12:00 PM, 2:00 PM
and 6:30 PM PST.
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Payee Positive Pay combined with Account Reconcilement will streamline accounting procedures and give the City
total control over check and reconcilement activity. The Bank also offers Payee Positive Pay as a stand-alone
service for customers without Account Reconcilement services, but in need of a safeguard against check fraud.
Payee Positive Pay utilizes Optical Character Recognition (OCR) technology to read the payee name on the "Pay to
the Order Of" portion of your checks. OCR software reads the payee name and performs a character-by-character
match against the payee information provided in the City's issuance file.
Payee Positive Pay Workflow
• Prior to checks being issued, the City supplies the Bank with an issuance file containing the payee name,
account number, check number, issue date, and dollar amount of each check. The issuance file can be
transmitted to the Bank using one of two methods:
• WebDirect, using a comma separated value (CSV) or fixed width text (TXT) format
• DirectSend Transmission
• As checks are presented to the City's account for payment, the Bank electronically compares them to your
Issuance file. The following components of the check must match for the Bank to pay the item: payee
name, account number, check number, issue date and dollar amount. Checks matching the City's file are
paid.
• Checks that do not match the City's file are identified as "Exceptions," and presented to the City in an
Exception Report on WebDirect by 7:45 AM PT. Prior to reporting exceptions to the City, a Bank specialist
reviews each item to ensure that only legitimate exceptions are included in the final exception report.
• Using simple drop-down menus in WebDirect, the City makes a "Pay" or "Return" decision by 1:00 PM PT.
The Bank provides an image of the exception item to assist in making a decision. If a decision is not made
prior to the cut-off time, the default disposition established by the City at the time of account set-up will
take effect.
Payee Positive Pay Cut-Off Times
. File Upload Cut Off (Via WebDirect): 10:00 AM, 12:00 PM, 2:00 PM, 6:30 PM
• File Upload Cut Off (Via Transmission): 7:00 PM
• Exception Viewing Available: 7:45 AM
• Exception Response Deadline: 1:00 PM
The Bank welcomes the opportunity to discuss Payee Positive Pay services with the City and develop a customized
solution to efficiently manage check disbursements and guard against check fraud.
2. Does the bank offer Teller Positive Pay and Payee Positive Pay?
Yes. Please see reply to question one for detail.
3. How are the exception items under the Positive Pay reported to the City? What is the procedure and
timeline for paying or returning exception items?
Checks that do not match the City's file are identified as "Exceptions." and presented to the City in an Exception
Report on WebDirect by 7:45 AM PT. Prior to reporting exceptions to the City, a Bank specialist reviews each item
to ensure that only legitimate exceptions are included in the final exception report.
Using simple drop-down menus in WebDirect, the City makes a "Pay" or "Return" decision by 1:00 PM PT. The
Bank provides an image of the exception item to assist in making a decision. If a decision is not made prior to the
cut-off time, the default disposition established by the City at the time of account set-up will take effect.
4. How are manual checks issued by the City sent to the bank for inclusion in Positive Pay?
Manual (one-off) checks are entered using the Manual Entry function within WebDirect. The same pickup
windows apply: 10:00 AM, 12:00 PM, 2:00 PM and 6:30 PM,
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5. Does the bank provide on-line check Imaging for exception Items?
Yes, online images are included with the exception report.
6. Describe the bank's check truncation service. Is on-line check Imaging available for paid Items? Deposit
slips? Bank correction advices?
WebDirect Transaction and Image Storage
The Bank provides a default 90-day archive of images through the online banking platform WebDirect. Images of
deposits, disbursement checks and all other paper transactions are available for viewing on our secure internet
site. Electronic transactions are also searchable and available on WebDirect for SO-days as a default. (Note: images
of electronic transactions are not available because there is no paper item negotiated and therefore no item to
scan / capture). Additional transaction and image retention is available for 180 days or one year at an additional
cost.
7. Does the bank offer a CD-ROM imaging service? If so, please describe the service and associated costs.
ImageExpress
The Bank also supplies images of paper transactions through two methods that include longer archiving:
1) ImageExpress CD-ROM
Via secure login, the City will have access to images of paid checks and monthly bank statements. Multiple copies
of each CD can be delivered to multiple locations and each disc can hold up to 10,000 images. Search Function: The
City can search the CD-ROM using various criteria including: serial number, account number, dollar amount or date
paid. Once the desired image is located, the City can print a copy of the image if desired. The CD is mailed within
three to five days after month-end cut-off.
21 ImageExpress Online
Access an online archive of check images within 24 hours of payment. The online site is available 24/7 and is
accessible by secure login and password. The City can also use this service to research deposits and view
transactions included in the deposits. ImageExpress Online service archives images for seven years starting from
the beginning date of service.
8. Describe the bank's on-line stop payment, void, and cancellation services and features. How long is a stop
payment effective via any method available?
WebDirect's Stop Payment module can be used to place a stop on a single check or a range of checks. The system
performs an automatic check history from an inventory of 90 days paid check history. If the check has not been
paid within the last 90 days, a stop payment will be placed in real time.
The City can select a six or 12-month term for online stop payments. Stop payments placed via phone through
Customer Service have a 13-month term.
Account Reconciliation clients can submit Void or Cancel requests online or via direct transmission in lieu of a stop
payment. If the voided/canceled check is presented, it will be included as an exception item through the Positive
Pay system for a pay / return decision.
9. Describe how long online Images are available for display and what type of Images are available.
WebDirect provides a default 90 day history with 180 or 365 days available at an additional cost. All paper based
transactions are available including paid checks, returned deposited items, deposit tickets and deposited items.
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Tab O Daylight Overdraft Protection
The City currently requires daylight overdraft protection. Sweep account services are currently not used but may
be included in the response if upon evaluation of services needs there is a benefit to resume using this service.
The City currently maintains an average of $1,000,000 in the bank and has both LAtF and CAMP accounts for
liquidity purposes.
1. Describe any issues, concerns, and charges associated with the use of daylight overdraft facility.
A daylight overdraft (same-day) occurs when a debit transaction such as an outgoing wire transfer exceeds the
collected funds in an account prior to receipt of an incoming wire, ACH credit or other memo-posted transaction.
The Bank credits incoming ACH, wires and other settlements throughout the day in order to minimize the
occurrence of a daylight overdraft.
The Bank can establish both ACH and daylight overdraft limits in conjunction with the past, present and anticipated
funding needs of the City, including historic wire transfer and ACH activity. These facilities are underwritten by the
Bank's Public Finance Department. This credit facility is subject to the Bank's approval and will be reviewed on an
annual basis.
There are no fees associated with the daylight overdraft line or its use.
2. Will the bank guarantee payment of all the items even If It results in the account being overdrawn
temporarily for the day?
The Bank cannot guarantee that ail items drawn on the City's account will be paid regardless of the funding
account balance. In the event an item exceeds the available account balance and the established overdraft line,
the Bank will contact the City in an effort to understand the circumstances and decision the payment. These
safeguards are in place to protect the City and the Bank. Good communication between the Bank and the City are
critical to ensuring all items are paid as intended and fraud risk is mitigated.
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Tab P Merchant Bankcard
The City currently accepts Visa and MasterCard credit card payments approximating $62,000.00 In collections
per month, with transactions averaging at approximately 500 per month. The City currently has three (3)
merchant locations or I.D.s accepting payment for the City for services. The City prefers a single point of contact
for technical Issues, configuration changes, upgrades, maintenance, and troubleshooting for any merchant
bankcard issues. Current payments received are for business licenses, permits, construction permits, wellnesses
center classes and membership dues, merchandise from the museum gift shop. The City does not collect any
form of utility payments. Current credit card terminals utilize EMV chip reader technology and are compatible
with Canadian license exempt RSS Standards, and are part 15 of the FCC rules.
Elavon agrees to the terms, conditions and specifications of the City of La Quinta provided that the parties also
execute Elavon's Company Application and Terms of Service and applicable schedules, copies of which are
submitted herewith (the "Agreement"}. The Payment Networks require that Elavon enter into agreements with its
customers containing specific provisions mandated by the Payment Network Regulations, which provisions are not
included in the RFP. Therefore, in the event that Elavon is the successful bidder, Elavon wilt require that the parties
include the terms of the Agreement, in substantially the same form as submitted herewith, in the final contract
and will, in good faith, work and negotiate with the requestor toward a resolution of all conflicting items.
In certain instances Elavon may, through its various sales channels, submit more than one response to this RFP.
While Elavon's exceptions to the legal terms and conditions of the RFP may be similar, the remainder of the bid
and pricing issues will differ due to the independent responses prepared by each sales channel.
1. Please describe the bank's Merchant Bankcard and Polnt-of-Sale processing capabilities.
Since 1993, Elavon has teamed with Bank of the West as its exclusive provider to meet its clients' payment
processing needs. Elavon has been providing merchant services to the public sector for over 20 years.
We are also one of the few processors within the industry that performs most bankcard processing functions in-
house and owns our own platforms, We choose to not use third-party processing vendors for these key functions
so we have direct control of these critical processes and minimize outside risk, which translates into better service
and reliability for our clients.
We handle every aspect of the acquiring relationship—transaction processing, risk and underwriting, settlement,
equipment deployment, chargeback management, reporting and customer service.
• All bankcard interchange and settlement processing
• Exception item handling (i.e., retrieval requests and chargebacks)
• Accounting and billing
• Reporting and statement production
• New card acceptor implementations and training
• Customer service
Here are a few highlights of our services:
• ELAVON'S GOVERNMENT AND PUBLIC SECTOR group offers a powerful suite of payment solutions to the
public sector which we are happy to discuss
• SECURITY Elavon adheres to the strictest PCI and security standards, making cardholder data protection a
key priority; our solutions support the latest security technologies
• EMV, ENCRYPTION, TOKENIZATION As experts in payment security we provide safe and compliant
solutions along with knowledgeable guidance to help you manage financial risk. Our seasoned team will
engage in a collaborative dialogue to deliver an economical suite of products and services for both your
front counter and Internet payment needs.
STABILITY: Our core processing platform is built on proven, dependable and redundant Stratus switch
technology that delivers maximum uptime.
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• DEDICATED Experienced employees deliver credit and debit card products, services and support with an
accuracy and clarity that is second to none in the retail payments processing industry. Our dedicated,
knowledgeable 24-hour Customer Service team is able to answer any questions you may have regarding
your processing.
• SAME DAY FUNDING Customers depositing into a bank of the West checking account and processing on
Elavon's network typically receive same day business funding via ACH for Visa, MasterCard and Discover
provided the batch settlement is completed and received by Elavon before 7;00PM (Pacific Standard
Time).
Some of our processing services include:
Visa®
MasterCard®
American Express®
Discover*
Credit Cards | Debit Cards
Visa, MasterCard Utility Card Program
Convenience Fee | Service Fee Programs
E-commerce
Gateway Solutions
Token ization
Encryption
EMV Ready Credit Card / Debit Card Terminals
Converge
Converge
8t a Elavon's Converge product is our flexible, secure payment solution designed to grow with your
business. Using a variety of payment choices to include: online, mail order] telephone order,
face-to-face or mobile transactions. Converge is the Next Generation platform for your commerce
experience.
Simple, yet robust
• Supports all payment environments whether in-person or when card is not physically present, including e-
commerce
• Offers full range of payment options - credit and debit cards, ACH and more
• Allows up to 5,000 users / merchant IDs to grow with your business
Security that Matters
• Supports EMV technology on PIN pads reducing fraud risks for your business and your customers
• Minimizes stored data liability and reduces your PCI compliance efforts
• Support encryption and tokenization
• Available security features help protect your customers' data throughout the payment lifecycle
Efficient and Cost Effective
• Fully hosted, requires no hardware / software
• Keeps upfront costs manageable by taking payments online directly from your PC
• Easily add payment environments as your business needs evolve
• Cost-effective peripherals are available to process in-person payments with ease
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E«COMM6RCE
Converge Mobile is another optional feature of Converge which is our secure, complete payment
solution that transforms mobile devices into terminals. You can accept key-entered transactions or
swiped transactions with the addition of our card reader that encrypts card data at the time of swipe
to ensure security.
2. Please describe your reporting methodology and how adjustments and charge backs and other debit
adjustments are netted from daily proceeds or debited from dally proceeds or debited separately? Is the
discount fee refunded when a charge back or refund occurs? What Is the rebuttal process?
Elavon understands that excessive chargebacks can have a dramatic Impact on your bottom line. They create a
tremendous amount of back-office work and result in significant fees. Elavon provides the experience and insight
to help you keep chargebacks under control. We have an experienced Chargeback Department team that handles
all cardholder-merchant disputes Including retrieval requests using a proprietary Automated Dispute Resolution
Processing (ADRP) system.
• Our customers have the option of selecting separate checking accounts for chargebacks and adjustments.
Chargebacks are debited/credited from/to our customer when the Item is received by Visa/MasterCard and
processed by Elavon's Automated Disputes Resolution Processing system.
• Credits may be initiated by our customer at any time and will be processed upon receipt by Elavon. Funds
would be debited from a processing account.
• The discount fees are not able to be refunded as per the Card Associations.
• If you believe any adjustments are required, you should notify Elavon immediately and no more than forty-five
(45) days from the date of the monthly statement. Failure to notify Elavon promptly could affect any ability to
recover funds and correct inaccuracies on your behalf.
• Elavon does charge a fee for chargebacks (see Schedule), fees are charged per incident.
• In the event that debits to any of the accounts reject, Elavon reserves the right to net items from daily
transaction proceeds.
Elavon's Online optional product called - Case Management (OCM) allows you to easily receive, view, respond to
and manage all your chargeback and retrieval activity through this optional service available with our Payments
Insider reporting tool. With the advanced technology of our OCM solution, you have the flexibility to direct how
cases are handled, dynamically manage workflow and streamline responses. OCM is a comprehensive workflow
management solution that allows you to prioritize and manage case activity.
• Online reporting tool that monitors chargebacks/retrievals
• Receive, view, respond and manage activity
• Notifications within 24 hours
3. When and how will the City receive funds for each da/s transactions? Is the settlement by ACH or Fed
wire? Are settlement amounts listed separately on the bank statement or will they appear In one lump
sum? Will the bank break out settlement amounts by merchant location?
Customers depositing into a Bank of the West DDA (checking account) and processing on our Elavon network
typically receive same business day funding via ACH for Visa, MasterCard, and Discover provided batch settlement
Is completed before 7;00PM (Pacific Standard Time).
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Deposits are shown separately on your cash management reports. However, this is dependent upon your
depositor bank's reporting capabilities.
Weekends and federal banking holidays will impact funding times. Saturday and Sunday batch settlement will
typically be deposited on Monday as separate deposits. If a federal holiday lands on a weekday, typically funds will
be deposited to the PDA the following business day.
American Express will be handled according to the contract the client has in place however Elavon is an approved
settlement and billing provider of American Express (i.e., the authorization, processing, and settlement performed
through Elavon).
4. What Is the cutoff time for card transactions?
Should the City be interested in receiving same day funding, settled batches need to be received by
Elavon prior to 7PM PST and processed on our Elavon network. The City may opt to settle at any time
that best meets their needs and if after 7:00 PM PST the City would typically receive next-day funding.
5. The City has three (3) credit card terminals with third party vendor settlements (Ingenico brand with chip
reader technology). Can the bank supply the City with additional terminals If needed? Does the bank have
a preferred credit card third party vendor for daily settlements?
Elavon has a variety of EMV equipment, Ingenico being one of those terminal types with options to
purchase or lease equipment. We will be happy to discuss the Cities equipment needs should we
be considered as a fmalist.
6. Is the bankcard relationship managed by a separate unit of the bank, or by the Account Relationship
Manager? Please briefly describe the structure of this area.
Elavon, the Bank's merchant service partner will manage the merchant service relationship. Elavon's customer
service organization is multi-faceted as described below.
Mary Fladland
Regional Sales Manager
Elavon | Government Public Sector
Phone: 425-210-9606
marv.fiadland@elavon.com
Mary Fladland, Elavon's Regional Sales Manager for the Government and Public Sector has over 15 years of
payments industry experience in leadership positions managing national account portfolios, relationship
migrations and integration processes for card payment solutions.
Mary works with Government and Institution Public Sector clients providing payment processing solutions. Mary
will function as the point person for all activity associated with Elavon, including payment service design, pricing
and contract process.
A Customer Account Manager will also be assigned to you and is responsible for the overall high level
management. CAM's provide consultative service, develop relationships and add overall value to our relationship
with customers. Over the long term, your Customer Account Manager is responsible for evaluating your needs and
carefully mapping them to present and future Elavon products and services, to ensure that your objectives are met
and your satisfaction is complete. We will name a specific Implementation Customer Account Manager later in the
process.
For routine daily services, Elavon operates a call center for customer assistance supported by a dedicated and well-
trained staff of service professionals and is available 24 hours a day, seven days a week.
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7. When and how are the discount rate fees charged to the City? Can this fee be paid through analysis? Is
tiered pricing available?
Interchange pass-through models remain the most transparent method of merchant services pricing.
The Elavon processing fee does not vary by card type and simply floats above the Visa/MC and Discover
published interchange rates, dues and assessments for each given qualification category. We are able to
offer a tiered rate structure and would be happy to discuss the (2) different pricing options.
8. Is reporting Information available online? What is the fee associated with this service? Is a "corporate
level" view available to see all the merchant accounts?
MerchantConnect I Payments insider, our most comprehensive and versatile reporting solution, offers a real time
view of transaction data. You can access a year's worth of reporting (2 years for chargeback and retrieval)
information on multiple MIDs and "drill down" into your data to view batches of transactions grouped by card type
or batch reference number. Hierarchical reporting allows you to aggregate data from multiple locations.
The Payments Insider tool reports that are typically available:
• Authorization reports - Approximately one hour after transaction Is processed
• Settled Transaction Data - Two to four hours after settlement
• Qualification Data - 24 hours after settlement
• Statements - Third business day of the month
Billing Statements
Our billing statements are available online for up to 13 months for premium users. They are designed to facilitate
ease in the reconciliation of transactions and to provide management reporting information. We offer a variety of
statement types, each containing varying levels of detail:
• The Chain Merchant Summary statement is used by companies with many locations. This report
combines several current chain reports into one chain summary report and provides summaries of
total fees paid by the chain, as well as for each chain location.
a. Customer recaps are month-to-date and year-to-date data.
b. Customer locations are sorted by store number, if that information is provided.
c. The deposit section of the statement includes batch numbers and all card types. This section
displays the amount deposited by Elavon and by other card organizations. In addition, the
customer may select further deposit detail by card type (Visa* MasterCard*, and Discover®
etc.) The fee sections break out fees for Visa/MasterCard, Discover, etc., chargebacks, the
payment device, debits and other fees. Fee information is organized in an easy-to-
understand format.
d. Statements can be delivered by mail or electronically. See Schedule A for pricing.
9. What network will be used for front-end and back-end operations?
Elavon owns its own platform; however, it is important to discuss this further to ensure we are providing
the most accurate information to the City.
10. Please explain your rate increase policies. Can the rates be fixed for any period of time during the Cit/s
contract?
Interchange levels and Assessments determined by Visa, MasterCard and Discover and are subject to
change by the Acquirers, Any changes, increases or decreases would be passed on to your organization
typically following statement notifications. Should we be considered a finalist we will discuss the areas
where rates might be fixed and how it may impact the duration of the contract.
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11. What payment gateway platforms are accepted or provided?
Elavon is certified to over 300 different VARS, Gateways, middleware and POS Systems. Elavon's Converge product
Is a multi-faceted product offering an array of processing options which we are happy to discuss in greater detail to
determine how it may meet the City's needs.
12. The following pertains to the associated discount rate and other applicable charges.
Please provide the following:
a. Visa Authorization Fee -
b. MasterCard Authorization Fee -
Visa, MasterCard and Discover Credit | Debit card fees - see Schedule A.
(Interchange, dues and assessments plus an Elavon fee of - 0.25% + $0.05 authorization fee).
c. Monthly Service Fee - See Schedule A.
d. Monthly Statement Fee - Mailed monthly statements @ $10 per | Basic Online Statements - FREE
e. Please list any and all other applicable fees that the City would be charged. See Schedule A
f. List any other credit cards accepted (Discover, American Express, etc.) and provide information answering
the questions in this section for such other services
Pricing -
Interchange pass-through models remain the most transparent method of merchant services pricing. The Elavon
processing fee does not vary by card type and simply floats above the Visa/MC and Discover published interchange
rates, dues and assessments for each given qualification category. Elavon's pricing is dependent upon interchange
and other fees imposed on all credit card processors by Visa, MasterCard and other third parties
Visa / MasterCard / Discover: IC-«-D-i-A+ 0.25% + $0.05 per transaction.
IC = Interchange, D = dues, A = assessments
American Express Card Fees would need to be negotiated between your organization and American Express.
Elavon would transmit the card data to American Express to be processed by American Express.
American Express: $0.10 per transaction
Pin Debit: Debit Interchange, network assessments, switch fees + $0.25 per transaction
Pin Debit Monthly Fee - $5 (per mid)
** It will be important to discuss this item and determine if Pin Debit is applicable for the City.**
Schedule A
Visa/MasterCard/Discover Interchange Fees
Interchange Card Level PASS THROUGH
Association Fees | Assessments PASS THROUGH
Other Fees
VISA/MasterCard/Discover Processing Fee 0.250%
VISA/MasterCard/Discover Per Transaction Fee $0.05 cents per
American Express Fee, (settlement)$0.10 / per transaction
Foreign Network Fees, (onlv, if appiicabte)$0.04 - $0.07 /per transaction
Pin Debit Fees - Network, assessments, switch fees *$0.25 cents $5 monthly fee
Voice Operator/AVSFee/ARU (only If, utilized) '$0.85 per authorization
Monthly MID Processing Fee Minimum (per mid)*$25
One-Time Application Fee, $100 per mid $100 per
Chargeback Fees (only when occurs)$20 per
Return NSF Item Fees (only when occurs)$20 per
Supplies (purchased thru a 3'^ party, pricing varies)Varies
Paper Merchant Statement fees, (only, if desired)$10/monthly
On-line Basic Payment insider Merchant Statements FREE
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AR integration / direct certification to network, (only, if needed)Fee may vary upon application
PCI Monthly Fee - Choice of Basic or Plus ** Per MID $10 Basic or $15 Plus
PCI Non Compliance Fee***$60/monthly
Equipment (EMV) Terminal Types Offered - (to be discussed)
Equipment / Software - (more options to be discussed)
Converge $499 purchase + $10 monthly
Tokenization, (if desired)$0.07/per transaction
Reporting Tool Options - (more options available)
Web reporting tool (Premium 1-5 users) (if, desired)$15/monthly
Web reporting tool with OCM (Premium 1-5 users) (if, desired)$25/monthly
••Not all equipment, products and pricing are represented here. Other options are available and may be discussed if selected
as a finalist.••
Pricing Provisions:
1. Pricing implies that all hardware and software is certified to Elavon's network / platform. If another Payment
Provider Network (PPN) is necessary to authorize and settle transactions; we will pass through any additional fees.
Fees vary by specific "PPN."
2. American Express transactions are submitted directly to American Express for processing, payment and settlement.
3. Rate qualifications require compliance with Discover, Visa and MasterCard Interchange requirements, including
settlement within 24 hours of authorization,
4. Processing fees may be adjusted from time to time to reflect and correspond to increases or decreases in applicable
Discover, Visa and MasterCard Interchange, Assessments and Debit Network Fees.
Additional Comments
1. 'If the Elavon processing fees do not reach $25, we will assess a minimum processing cost of $25.
••There are (2) PCI options to choose from, PCI Basic or PCI Plus. The option the City selects will determine the level of
assistance the City will receive. PCI basic offers monetary coverage up to lOOK in forensic / investigation cost and PCI Plus
provides up to 250K in forensic / investigation cost. These levels of coverage are determined and dependent on the
Attestation of the City of La Quinta regarding its PCI Compliance. We will be happy to discuss both options.
••• This fee is only assessed if the City of La Quinta has not provided its required PCI SAQ (Self-Assessment Questionnaire)
within 90 days of MID issuance.
Discover, MasterCard and Visa Interchange, and Assessments, pricing are dependent upon interchange and other fees imposed
on all Associations members and other Acquirers. Elavon will pass through increases or decreases of these fees imposed by the
Association members upon written notice.
2.
3.
Elavon agrees to offer the pricing herein for 180 days. If requestor wishes to add products or services at the conclusion of the
bid process, Elavon will submit a new Schedule of Fees and any additional Schedules for such services, if applicable.
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Tab Q Purchasing Card
The City currently has a purchasing card program In place for employees to make various types of purchases and
incur expenses for City-related business. The approximate annual spend of the program is estimated at
$1,000,000 with an average transaction size of $5,000 and 5 to 10 cards being issued. Online monitoring and
administrative management Is preferred.
1. Does the bank offer a purchasing card service? If so, please describe the service.
Flexible, Cost Effective Purchasing Power
The City can take advantage of Bank of the West's Commercial Card Program, one of the fastest growing e-
commerce solutions today.
Corporofe Cards
Corporate Cards provide convenience, cost and time savings for the management of expenses related to travel
entertainment and ancillary business expenses. You maintain transaction control by establishing individual
spending limits, types of allowable purchases and management oversight using customized reports. Tracking of
spending Is facilitated through clear billing statements and reports - which can be segregated individually, by
department or consolidated for the entire company.
Purchasing Cards
Purchasing cards replace the traditional accounts payable check and petty cash promoting the automation of
procurement. Like Corporate Cards, there are a number of controls to safeguard the use of company funds.
Through Internet-based reporting, purchases are easily reconciled, automatically allocated to various cost centers,
departments or GL Accounts and automatically extracted through a detailed and customized transaction data
interface. The Bank of the West Credit Card Program Is designed to combine functionality of both Corporate and
Purchasing Cards.
Card Features
MasterCard acceptance at over 44 million merchant locations globally
Purchasing controls may be set by the Company
Each Program Administrator can manage the program to fit the particular needs of their company, division,
business unit and employees
Cardholders can be restricted in their usage through Merchant Category Code restrictions
Velocity controls, i.e. transaction restrictions by Day, Week. Month or by Transaction
Single Purchase limits. I.e. transaction restrictions based on amount
Virtual Card Numbers are available using Purchase Control
Chip and PIN cards for International travelers
Insurance Coverage
At no cost. Bank of the West offers the following Insurance and assistance programs to cardholders:
Automatic Travel Accident Insurance: $100,000 in common carrier travel accident Insurance
Car Rental Insurance (Collision Damage Waiver}
Purchase Assurance (replacement for loss or damaged goods purchased within 90 days)
Extended Warranty (double the manufacturer's warranty up to one year)
Emergency Card Replacement
Emergency Cash Advances
Emergency Message Relay Service
Medical and Referral Assistance
Legal Referral Assistance
Emergency Transportation Assistance
Emergency Ticket Replacement Assistance
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Lost luggage Locator Service
Emergency Translation Service
Prescription Assistance and Valuable Document Delivery Arrangements
Pre-Trip Assistance
MasterCoverage Liability Waiver program (up to $100,000 per employee)
Customer Sen/ice
Your assigned Account Manager, will serve as the senior point of contact for your organization. This individual will
manage the relationship from a day-to-day perspective for any issues that require consultative support, technical
support or escalation. Once installation is completed, this person will provide continued senior-level support
throughout the life of the program with primary support including:
• Sharing industry benchmarks and best practices so your program can receive the benefit of global processes
improvement.
• Serving as the primary point of contact for any communications, outstanding issues or process integration
needs.
• Introducing additional features that can add further value to your program and provide unique customization.
• Managing all ongoing training, service requests and projects.
• Reviewing/measuring program growth year after year; ensuring a clearly defined purchasing card strategy in
alignment with the overall company objectives and initiatives and identifying additional opportunities for
purchasing card payment.
• Defining a strong supplier strategy
A dedicated customer service officer will be assigned at the onset of your program for implementation and this
person may be contacted as well as their back-up through our toll-free number. Your officer will be responsible for
accurate and timely processing of new card and maintenance requests and responding to general customer
inquiries.
PROCUREMENT/VENDOR PAYMENTS
Bank of the West ePayables is a virtual card payment solution that saves time, increases efficiency and control,
and reduces fraud risks substantially through the automation of vendor payments. Vendors receive a secure email
remittance with payment and virtual card information so that payments are received quickly and
securely. Minimum annual qualified projected spend to qualify is $5MM.
Bank of the West Differentiators
File Customization - The Bank will accept payment data in any format. There are no specific file requirements as
long as the necessary payment information is included. The Bank will translate your file into the necessary card
network format
Vendor Optimization and Enrollment - The Bank will enroll the highest number of vendors possible through an
extensive calling campaign. Virtual card Numbers (VCN's) - VCN's offer exact pay technology, so that your vendor
can only charge an approved amount to ensure easy reconciliation.
Maximize Working Capital
Bank of the West offers multiple payment cycles to fit City of La Quinta's needs, providing extra float through
longer cycles (up to 55 days).
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T&E/Corporate Cards
Corporate Cards provide convenience, cost and time savings for the management of expenses related to travel and
ancillary business expenses. You maintain transaction control by establishing individual spending limits, types of
allowable purchases and management oversight using customized reports. Tracking of spending is facilitated
through clear billing statements and reports - which can be segregated individually or by department,
Bank of the West will provide City of La Quinta with an automated expense reporting tool at no cost. This tool
will allow cardholders to generate an expense report and route to their manager for approval. Once approved, the
report can be exported to your financial systems. All card transactions will be loaded on a daily basis to the
tool. Cardholders can also attach receipts and add out of pocket expenses. This internet based tool is accessible
via mobile devices.
Online Account Management
Bank of the West offers a robust online Account Management system called CentreSuite. This internet based
system offers full cardholder transaction access, online statements, online payments and management information
reporting. CentreSuite also offers the ability to set spend alerts, adjust card limits, order / cancel cards and
maintain cardholder information in real time. The Centre Suite modules include the following:
• The Account Management Module
• The Expense Management Module
• The Statement Management Module
• The Report Management Module
Implementation and Account Servicing
A dedicated Implementation Manager will be assigned. Implementation will remain engaged throughout the
program set-up. They can also be re-engaged in the future if needed. Ongoing support will be provided by a client
Service Representative as well as a Senior Account Manager assigned to your card relationship. Your Service
Representative always has a backup available who will be familiar with your account.
Your Commercial Card Senior Account Manager is responsible for managing your relationship including the
development and execution of strategies by growing existing product volume or cross-selling existing clients on
additional commercial card products.
Bank of the West Advantages
• Unsurpassed acceptance with over 49 million merchants worldwide. Provides opportunity for a larger program
to maximize rebate and process savings
• Competitive financial incentives to maximize rebate earning potential
• Greater earning potential on large transactions
• Standard payment terms are 30/25, which means a 30-day billing cycle with payment due 25 days after billing
cycle close
Includes:
No fee commercial card program
CentreSuite Real-Time Reporting and Expense Reporting
30 day cycle, 25 day payment terms
Implementation support and assigned Account Manager
24/7 toll free cardholder customer support
Large Ticket pricing of .50%
Rebate Tiers
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ANNUAL VOLUME REBATES REBATES
Minimum Maximum 30/14 30/25
S S 999,999 0.00%
1,000,000 $ 2,499,999 1.30%1.20%
2,500,000 $ 4,999,999 1.31%1.25%
5,000,000 $ 7,499,999 1.35%1.29%
7,500,000 S 9,999,999 1.39%1.33%
10,000,000 $ 14,999,999 1 1,42%1.36%
15,000,000 $ 19,999,999 1.46%1.40%
20,000,000 and over 1.49%1.43%
^ SUBJECT TO CREDIT APPROVAL
-30/25 means monthly billing cycle with 2S-days grace period (payment due 25 days after cycle date)
-Rebate rate effective from dollar one ($1)
2. Please detail all of the fees associated with the service and/or any rebate available with the program.
Rebates start at IMM/year, Please refer to question one for detail of rebate.
Annual Account Fees* - please check your choice(s)
Corporate Cards - Merchant Category Codes (MCC) restrictions
NOT available
Purchasing and Fleet Cards - Merchant Category Codes (MCC)
restrictions available
(card design may be different from the illustration but will
indicate card type on card}
KANK.^VItlSI
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tJ
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$30.00 (Waived if
annual Net Purchasing
Volume is >$240,000)
$45.00 (Waived if
annual Net Purchasing
Volume is > $720,000)
Billing - please check your choice(s}
Corporate Billing
Individual Billing
Late payment fee (if the Amount Due printed on the periodic
billing statement is not paid in full by the Payment Due Date)
$25.00
Fraud protection per card $0.00
ATM fees - Domestic $1.00 per withdrawal
$2.50 per withdrawalATM fees - International
Foreign Transaction Fee
International Transaction Fee (Visa/Mastercard Fees)
1.5%
1.0%
Finance Charge - Purchase (if the Amount Due printed on the
periodic billing statement is not paid in full by the Payment Due
Date)
Prime + 4.99% (Corporate Billing)
Prime + 6.99% (Individual Billing)
Finance Charge - Cash Advance 18%
Emergency Card Replacement (24 hour service)**
Emergency Cash Advance**
Domestic Fee; $125.00
International: $165.00
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NSF Payment Fee $15.00 per returned payment
Over-the-credit-limit Fee $25.00
Copy of Sales Draft $2.00 per sales draft
Copy of Statement $8.00 per statement
Logo Card Setup Fee (monochrome logo on standard design)$300.00 per design
Custom File Interface Setup Fee**$l,500.00/per data feed***
Monthly Data File Transmission Fee**$10a.00/perdata feed***
New and Replacement Card Fees
$0.00 (standard mail)
$20.00 per card (overnight)
•Annual Account Fee. The Company agrees to pay an annual account fee for establishing and maintaining
an account (e.g.. Card account, Company account) issued on behalf of the Company.
Fees are always waived the first year. This fee is payable on the anniversary date of account issuance and
annually thereafter.
•• Mastercard ONLY
*** Program Maintenance and Transactions Fees to be waived when average monthly Net Purchasing
Volume exceeds $200,000.00 and the average transaction size exceeds $125.00.
3. How often are the statements and reports remitted to the City? Is the reporting available on line?
Statements and reports are remitted monthly. Yes, reporting is available online.
4. Is there an interface available to download cardholder purchase information, either in an Excel format or
directly to the City's accounting system?
Yes.
5. Do you provide an online application to review/approve procurement card transactions and to manage
other aspects of the program?
We provide expense reporting and approval workflow online if desired. Minimum annual volume is
$1MM. Virtual Card online requests are available for $lMM/ye3r minimum volume as well. Please also refer
to question one.
6. Identify how fraud protection Is identified, prevented, and monitored.
Fraud monitoring and fraud alerts via phone / email / text to help flag suspicious transactions in an
automated environment.
7. Describe if credit cards can be managed online? Including requesting additional cards, editing purchasing
limits, editing availability of vendors for each card, making online payments, and any other online services
available for the management of credit cards.
Yes, with the exception of editing availability of vendors for each card. Please also refer to question one.
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Tab R City Disaster Preparedness Program
1. Please describe any processes in place to assist the City in the event of a natural disaster.
In the event of a disaster situation to power, operational facilities and transportation, the Bank will partner with
the City to determine the specific support needed and provide the necessary resources both locally and in our back
office support.
The Bank has established a Business Continuity Management (BCM) program based on generally accepted industry
practices and principles covering critical bank operations. The program is consistent with FFIEC business continuity
requirements and is led by an experienced team with full executive and Board support. It addresses the following
core elements:
• Emergency Response (ER) - Life safety matters and immediate incident response
• Crisis Management (CM) - Extended management of incidents and recovery activities
• Business Continuity (BC) - Continued operation and restoration of critical business processes
• Technology Disaster Recovery (DR) - Continued operation and restoration of critical applications and
technology
Within each of these core elements, specific strategies have been put in place to bolster the bank's ability to
withstand and recover from business disruptions. These strategies include, but are not limited to:
• Documented and tested ER, CM, BC and DR plans, deployed at local and regional levels
• Geographically dispersed expertise, with remote networking capabilities through high-capacity,
redundant VPN access channels, accessible via Internet
• A broad set of data backup and system redundancy solutions, including:
• A thorough data backup strategy for data center servers including offsite storage
• A geographically distant, back-up data center designed to address mission critical applications and core
technology services
• Periodic application assessment to align system recovery with business needs
• Annual testing of key systems
• Periodic risk and impact assessments
• Local and national Crisis Management Teams
In the event of a disaster the Bank will employ Disaster Recovery procedures. The Bank plans to continue
operations during and after catastrophic events impacting its marketplace. Bank of the West's current policy is not
to discuss, disclose, infer or prepare certain information about disaster / disaster planning that can be used by
third parties. As such, below we will describe the Disaster Recovery procedures in as much detail is allowed to
protect the security of the Bank. The plan is tested annually and updated as needed by the Bank.
in the event of an emergency or disaster, WebOirect can be accessed anywhere you have internet access.
Information Reporting: WebDirect, our commercial banking platform internet-based information reporting and
transaction initiation product. Is a licensed product securely maintained on servers within the confines of the
Bank's service center. WebDirect maintains full redundancy and failover for minor issues. Recovery time objective
is four hours in the case of a disaster to reroute access to the backup facility.
Wire Transfer: BOW's IntraNet Wire Transfer system is a server-based platform that is fault tolerant. As with
WebDirect, a second "mirror" system located at an undisclosed location is kept in synch throughout the processing
day. The automated interface between the production wire system and WebDirect also exists on the backup
platforms.
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ACH: Bank of the West's contingency plans for ACH transactions are similar to wire transfer, consisting of mirrored
sites. Given sufficient ACH volume, the City may opt to initiate ACH transactions utilizing Direct Send. Direct Send
mailboxes are backed up on a daily basis at Bank of the West's mirror sites.
Global EBICS: To ensure the availability of the TCPJP based communication technique EBICS, the internet access
will be realized via two separate web-accounts, being routed via two separate entries to the server of the data
processing center and linked to the existing infrastructure via two redundant systems.
A multilevel firewall-system secures the Banking Communication Server (BCS) bank system via the internet as well
as other systems in the data processing center. The firewall-systems in use are redundant and operated in the hot
standby procedure. Any case of disruption will lead to an automatic switch of the system into standby mode.
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Tab S Implementation Plan
As part of any conversion, the City requires an efficient transition to the new bank or to enhanced services with
its existing bank.
1. Please describe the overall plan the bank would coordinate to ensure such a conversion.
Achieving a well-managed, seamless transition to the Bank is a key element of our approach to serving the City.
The Bank's implementation process relies on structured but flexible project management methodology. Our
approach is intended to clearly define a plan along a timeline, foster cooperation between organizations and
monitor and report progress.
The first step in the process is to schedule an implementation-planning meeting with the City to discuss and
strategize the conversion process. The Bank and the City will discuss expectations, resource requirements, and task
responsibility. From this meeting a formal Implementation Plan will be developed and will serve as a working
document for both parties.
The Bank and the City will establish a schedule for implementation update meetings. The updates will be
conducted via conference call in most cases unless otherwise agreed upon. The purpose of the update calls is:
n Identify information required to proceed with the implementation
n Monitor project progress
n Enable project team members to share information and seek guidance from the implementation
project manager
n Solicit input and assistance as needed
n Answer any questions the City may have
Our goal is to keep the City informed and involved throughout the process to ensure that your needs are fully met.
When the City becomes a client of Bank of the West, you can expect:
n To receive recommendations focused on your goals and needs because our financial solutions are
strategically customized for the City
• To experience a relationship-driven culture and team servicing approach committed to providing you
superior customer service
n A full suite of banking solutions to meet the needs of the City
2. Please detail all costs and the responsible party (bank or City) associated with the conversion of all new
services.
In an effort to minimize the cost to the City related to conversion, the Bank will waive the first three months'
analysis fees with initial supply orders to be included. Third party vendor fees such as Elavon are not included In
this waiver.
3. What size conversion allowance will the bank provide to the City? Please state a specific dollar amount or
Identify those supplies, products, or services included.
Bank of the West will provide the City with a three (3) month Implementation waiver to cover all set-up costs and
an initial supply order (Check Stock, Deposit Tickets, Deposit Bags & Endorsement stamps) during this period. This
equates to a value of up to $4,400.
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4. Will the bank provide on-site training for City personnel for all the services selected? How is the training
typically structured?
Implementation services will be led by a dedicated implementation specialist, with additional assistance provided
by your cash management team members. The implementation specialist is responsible for ensuring that the
entire implementation process runs according to our agreed upon plan. Additionally, the Bank will provide
comprehensive training for all systems and processes.
Typically, training sessions are hosted via live webinar, presented by one of our seasoned product specialists. Your
Relationship Manager and Cash Management Consultant will join the training onsite, as necessary, to provide in-
person support and one-on-one assistance. We appreciate these opportunities to get to get to know your staff and
better understand your operations.
Most implementation tasks can be accomplished concurrently to facilitate a timely conversion process. Once the
implementation process is complete, you will be introduced to your dedicated customer service management
team for on-going daily support.
Additional training after the initial implementation will be provided for new or existing employees needing a
"refresher." Additional training will also be provided for new or upgraded systems and products.
5. The target implementation date Is July 1,2019.
The Bank is typically able to complete account opening and service conversion within 30-45 days of receipt of
signed agreements. This timeframe can be affected by the complexity of services requested and connectivity
testing.
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Tab T Service Enhancements
Based on the information provided in the RFP and your firm's knowledge of the public sector, please describe
any services or technological enhancements, not previously mentioned, that should be considered for further
improving effectiveness of the City's treasury management operations.
CASH MANAGEMENT SERVICES
Our Cash Management Consultant can analyze the City's unique situation and will work to create solutions to
enhance and streamline the City's banking procedures. Following are some of the process improvement ideas to
consider.
Our relationship management philosophy is to communicate and meet with our clients annually or quarterly to
perform a relationship review. The purpose of this meeting is to review the existing services you are using and
discuss product enhancements and new product development and to ensure that we are meeting your product
and service expectations. Our goal is to position you to capitalize on new opportunities as they arise.
The Bank understands the challenges faced by public agencies today. Our Cash Management Consultant will
analyze the City's operating environment and will work with you to provide solutions that will enhance, streamline
and optimize the efficiency of the City's banking procedures, while containing costs.
Our implementation goal is to successfully convert the City quickly and efficiently with a minimum level of
disruption to existing processes.
PUBLIC FINANCE
The Bank of the West Public Finance Department is a major provider of credit facilities in the form of letters of
credit, private placements, direct purchase facilities, lines of credit and funded loans and leases to municipal
borrowers. Our team has a combined forty years of experience in providing these facilities to local government
agencies.
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Tab U Banking Services Bid Form
Complete the Bid Form with pricing information.
Please refer to the following pages for a completed Bid Form.
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1 t2^S3 P^timateqaWonthtv^U^
^VolumaiE1^3 tTot^
i-' alance & Compensation
Information Services
Deoosit Insurance-Bank Assessment 0.10 3.289.16 $ 328.92 $ 3.946.99
General Account Services
Account Maintenance 7.00 3.00 $ 21.00 $ 252.00
ZBA Deoositorv + Master Maint 8.00 1.00 $8.00 $ 96.00
ZBA Subsidiary Account Maint 8.00 1.00 $ 8.00 S 96.00
Debits Posted-Other -27.00 $$No Charge
Credits Posted-Other --$$No Charge
Paoer Deoosit Statement Mailed --$$
Depository Services
Banking Center Deoosit-CA 0.80 22.00 $17.60 $211.20
Vault Deoosit-CA 1.10 44.00 $ 48.40 $ 580.80
Deo Conditioninq-Surchq-Vault --$$
Curr/Coin DeoyStOO Vault-CA 0.11 666.04 $ 73.26 $ 879.17
Vault Deoosit-Extended Hours-CA N/A $$
CKS Deo Un-Encoded Items 0.05 26.00 $ 1.30 $ 15.60
Retums-Charqeback 2.25 -$$
3rd Party Courier-Vault N/A -$$Courier bills direct to City
Mail Notification-RecelDt-Vault 2.00 -$$
Deoosit Correction-Cash 5.00 -$$
Deoosit Correction-Non Cash 2.00 -$$
Paper Disbursement Services .
ARP PPay Maint-No Recon 35.00 1.00 $ 35.00 $ 420.00 ARP Full mo. Maint
General Checks Paid Truncated 0.07 327.00 $ 22.89 $ 274.68
NSF Items Paid/Returned 2.25 $$
Payee Positive Pay Maint 55.00 1.00 $ 55.00 $ 660.00 Payee Pos Pay w/o Reconcilement
Payee Positive Pay-Issue Match -327.00 $$No Charge
Positive Pay Exceotions 0.75 -$$
Stoo Pay Automated-12 months 7.50 -$$
' RP PPay No Recon Inout Item 0.06 310.00 $ 18.60 S 223.20
D Rom Maintenance -$-$-No Charge
'Image Express Online Flat Rate; all
Image Maintenance 40.00 S -$-accounts, all items: 7 vrhlst.
Image Retrieval CPO 0.055 1.00 s 0.06 S 0.66 Image via Prev Day Rotg - 90 day hist
On Line Image Retrieval CPO 0.055 7.00 s 0.39 $4.62 image via Prev Day Roto - 90 dav hist
CD Rom Disk 12.00 1.00 $ 12.00 $ 144.00
CD Rom oer Imaae 0.03 327.00 s 9.81 S 117.72
ARP PosiUve Pay Notif --$$No Charge
ARP Issue Posted Notif .-$$No Charge
ARP Issue Reed Notif .-$$No Charge
ARP PPay Inout File Trans -$$No Charge
Paper Disb Recon Services
ARP Void Cancel items 0.06 -$$
General ACH Services
ACH Monthly Maintenance (wl 30.00 1.00 S 30.00 $ 360.0Q
ACH Coroorate On Us Credits 0.05 -$$
ACH Coroorate Off Us Credits 0.05 251.00 $ 12.55 S 150.60
Consumer Credit On Us Credits fwl 0.05 16.00 $0.80 $ 9.60
Consumer Credit Off Us Credits (vA 0.05 -$-$
PC Tax Payment 3.00 -$$
ACH Blocks Auth Instructions 5.00 -$$Account Block
ACH Blocks Auth Maintenance 0.75 -$$Maintenance per Filter
ACH Blocks Auth Add-Chanoe 2.25 -$$Add/Chanoe oer Filter
ACH Debit Received Item (w)0.08 -$-$
ACH Credit Received Item fw)0.08 138.00 $11.04 $132.48
ACH Retum Item iw)2.00 -$$
ACH Inout-Transmlssion (vA 7.50 -$$via transmission; no charge online
ACH Delete/Reversal fwl 8.00 -$$oer file
ACH Notif of Change iNOCl 2.00 -$$
ACH Ootional Reoorts-Electronic 0.35 -$$
ACH Ootional Reoorts-Fax (w)N/A -$$Online Only - 0.35 each
^CH Ootional Reoorts-Mail fwl N/A -$$Online Only - 0.35 each
' CH Standard Reoorts-Mail (wl N/A -$$Online Only - 0.35 each
CH Standard Reoorts-Electronic 0.35 -$$
mCH Standard Reoorts-Fax (vA N/A -$$Online Only - 0.35 each
Wire & Other Funds Transfer Svc
GP Mthly Maint Basic 10.00 1.00 ll 10.00 1 120.00 1 Online Wire Maint.
liEstimatedB
^onthl^U^
i^VQiumeB
lectronlcWire Out-Domestic 8.00 2.00 5 16.00 S 192.00
n:.!DOk Credit 0.35 -$-$Book transfer charae
Outaoina Wire Confirm Notlf --S $No Charoe
Wire Payee Advisina N/A -$$
GPS Confirms .-$$No Charoe
Pend Wire ADorova! Notif --$$No Charae
Incomina Wire Notif-Emall --$$No Charae
GP Cust Mant Temo Storaoe --$-s -No Charge
Incomina Domestic Wire 8.00 2.00 $ 16.00 s 192.00
Wire Advice-Phone 15.00 -$$
On Line Information Services
Previous Day Account Fee --$$See WebDirect Info Rptq fees below
Previous Day Standard Item --$$See WebDirect Info Roto fees below
Previous Day Maintenance --$$No Charge
Email Notification Schedule --$$No Charoe
Online Subscriotion -1.00 $$No Charae
Per Imaoe Access 0.055 .$$Imaoe via Prev Dav Roto - 90 day hist
Service Enhancements/Other
Remote Deoosit Services 45.00 1.00 S 45.00 $ 540.00 Monthly Maint. 1st acct
Imaae Cash Letter Deoosits 0.65 21.00 S 13.65 $163.80 RDC per deoosit
Totals - Monthly and Annual Fees 815.26,9,783.12
•
Other Information
Eaminas Credit Rate for Auqust 2018 1.50%-$$
Uncollected Funds Rate (%)015 Prime +2.00%-$$
Overdraft Rate (%\Prime +2.00%-$$
Fixed Pridno Guarantee f# of Years)5.00 -$$
NSF/OD Charoe 1-4 Occurrences 18.00 -$$
NSF/OD Charae 5+ Occurrences 22.00 -$$
Additional RDC Location/DDA Fee 8.00 -$$
RDC Deoosits Processed 0.65 -$-$
RDC Checks Deoosited 0.04 890.00 $35.60 $427.20
^ - on Customer Check Cashed -2.00 $$
Dreiqn Item Deposited 3.00 2.00 S 6.00 S 72.00 Canadian Items (USD)
JebDirect information Reporting Online
Setuo&Traininq WAIVED $$No Charae
MonUilv Maintenance - Includes 5 accounts 40.00 1.00 $ 40.00 S 480.00
Additional Mo. Maint. 6+ accounts 6.00 $$
Prev Summary Balance Reported Items 1-500 Induded 500.00 $$
Prev Summary Balance Reported Items 501 -1.000 0.08 $$
Prev Summary Balance Reported Items 1.001 +0.06 $$
Prev Detail Items -1-500 Included 500.00 $-$
Prev Detail Items - 500-1.000 0.08 133.00 $ 10.64 $ 127.68
Prev Detail Items n 1.001+0.06 $$
Curr Summary Balance Reported Items 1-500 Induded 500.00 $$ - •
Curr Summary Balance Reported Items 501-1.000 0.08 $$
Curr Summary Balance Reported Items 1.001 +0.06 $$
Curr Detail Items -1-500 Induded 500.00 $S
Curr Detail Items - 500-1.000 0.08 $$
Curr Detail Items -1.001+0.06 $$
Extended Storaoe -180 Davs foer account)22.00 $$
Extended Storaoe -1 Year foer account)50.00 $-$
Soedal Reports - Analysis Statement 0.35 4.00 $ 1.40 $ 16.80
Soedal Reports - Deoosit Statement 0.35 3.00 $ 1.05 $ 12.60
Special Reports - ACH Reports 0.35 $$
Soedal Reports - Acct Recon Reports 0.35 $$
Check Imaoes viewed 0.06 $$
Stop Payments 16 mo.)5.00 $$
Stop Payments M2 mo.)n 7.50 $$
Stop Payment Cancellation 2.75 $$
Account Level Billino Report 35.00 $$
Online Wire Transfer
Book Wire 1.75 $$TransferTo LAIF
International Wires 12.00 $$
Incomino Wire Transfers 8.00 $$
'iicomino Wire Notification bv Fax 8.00 $$
tcomino Wire Notification bv Phone 8.00 $$
iiicomino Wire Notification by Mail 0.75 $$ - -
Online ACH Services No charge for file upload
Monthly Maintenance 18.00 $$
pEstimlradl lEsti^teillrTotil}jMontHty.Unm
^Volume'm w^nuallCostM
Br Transaction 1-1.000 0.08 $$
fK-BrTransaction 1.001-1.000 0.06 $S
Returned Item 2.00 $$
ACH Services
Direct Inout rrransmlsslon) Setuo Fee (One Time)WAIVED $$No Charae
Vendor Inout (Transmission) Setuo Fee (One Time)WAIVED $$No Charae
Monthly Maintenance 30.00 $$
Additional Comoanv IDs 30.00 $s
Inout PerTransmission 7.50 $$
Transactions Processed - Per Item 0.05 $$
ACH Addenda Character 0.0050 S s
Prenote per transaction 0.010 S $
Returned Item 2.00 s s
ACH Retum File - oer monUi 75.00 $$
ACH Receiot File - oer month 75.00 $$
Chances /Reversals/Deletions oer File 8.00 $$
Chances/Deletions oer Batch 8.00 s s
Batch Reversals 25.00 s s
Reiected Debits and Credits 0.35 $$ - n
Branch Cash Services
Currency Deoosited oer dollar. Branch 0.00140 $$
Coin Deoosited - Loose, oer SI 0.03 $$
Coin Deoosited - Rolls 0.10 $$
Coin Bacs - FRB Standard 2.25 $$
Coin Bacs - Non-FRB Standard 4.00 $$
Non-Standard Baas - Mixed Denomination 10.00 s s
Cash Orders 2.50 s $
Coin SuDOlied - ]ndi\ndual Roll 0.10 $$
Coin SuDolied - Standard Box 2.50 $s
Currency SuDDlied. oer SI 0.00140 $s
Dual Control Deo. Processlnc. oerdeo.0.60 $$
Deoosit Adjustments -2.00 $$
~ ashlers Checks 4.00 $$
ODV of Paid Check 2.50 $$
If oreicn Item Deoosited - Collection 50.00 $$
Cash VauK
Deoosits 1.10 $$
Adiustments 5.00 s $
Curmncv Deoosited oer dollar
Standard 0.00110 $s
Non-Standard 0.00130 $$
Cash Baa Deoosit Processina Fee 0.25 $$ - •
Mixed Baa Deoosit Processina Fee 0.50 $s
Coin Deoosited
Standard Sorted 2.40 $s
Standard Half 2.20 $s
Non-Standard - Partial/Mixed 4.70 $$
Subiect to Count 8.50 $$
Rolled Coin 0.85 $$
Cash Orders
Automated Touchtone 2.55 s s
Non-Electronic 13.00 $s
Late/Emeraencv 30.00 $s
Touchtone Standlna Order 3.00 s s
Standinq 2.00 $s
Standing Order Change (oer location)20.00 $s
Currennv/Coln SuooHed
Currency - Standard 0.00090 s $
Currency - Non-Standard 0.00120 $s
Coin Full Box 3.40 s s
Coin Half Box 2.25 $$
Coin oer Roll 0.085 s $
Deoosit Receints and Adiustment Notices
Adiustment - Electronic 0.85 $$
Receiot - Electronic 0.85 $$ - -
'-adiustment - Mailed 2.75 s $
.'.eceiot - Mailed 2.55 $$
/adiustment - Faxed 2.00 $$
Receiot - Faxed 2.00 $$
SuooliesA/endor Billing Ccst+ 15%$$
Per Unit Cost
Estimated
Monthly Unit
Volume
Total
Monthly
Cost
Estimated Total
Annual Cost Comments
esearch (oer hour)30.00 $S
correct Packaaino (oer occurance)40.00 S $
TaxDirect
Enrollment - One Time 12.00 $$
Account Maintenance - oer change 3.00 $$
Federal Tax Pavment Fee 3.00 $$
State Tax Pavment Fee 3.00 $$
Mailed Receiot Fee 4.00 $$
Fax Receipts 1.50 $$
Quarteriv Reports 9.00 $$
Image Express - CD Rom & Online
Online Access (7 year archive)$$
Monthly Maintenance 40.00 $S
Image Express Online Flat Rate; all
accounts, all items: 7 vr hist.
CD Rom 12.00 $$
Per Item 0.03 $$
Additional Copies of CD Rom 5.00 $$
Account Reconcilement
Monthly Maintenance - per account 35.00 $$
Data Transmission per issue 0.06 $$
Void - Cancel per Issue 0.06 $$
Output Transmssion per File 6.00 $$
Monthly Max. fDaily Output)75.00 1.00 $ 75.00 S 900.00
Partial Reconcilement
Monthly Maintenance 35.00 $$
Checks Paid 0.03 $$
Denosit Reconcilement
Monthly Maintenance 35.00 $$
Deposit Processed 0.05 $$
Poaitive Pav
Monthly Maintenance 20.00 $$
Exception Item 0.75 $$
Pavee Positive Pav
lonUily Maintenance 55.00 S $
xception Item 0.75 $$
Check Return 3.00 $$
ACH Positive Pay • Debit Block / Filter
Setup and training - ore time fee WAIVED $$No Charge
ACH Positive Pav • Monthly Maintenance 20.00 1.00 S 20.00 $ 240.00
Exception Item 1.25 $$
Block Monthly Maintenance per account 5 00 $$
EPA Debit Filter (Setup/Modify)2.25 $$
Filter Monthly Maintenance 0.75 $$
Investment Sweeps
Repo Monthly Maintenance 55.00 $$
Dreyfus CM Treasury Sweep 100.00 $$
Home Bill Consolidation
Monthly Maint (per PO Box or Address)50.00 $$
Per Item 0.06 $$
Returned Item 5.00 $$
SubTotal $ 189.69 $ 2,276.28
Sub total from above $ 815.26 $ 9,783.12
Grand Total % 1,004.95 $ 12,059.40
Bank Information
Name of Contact Bank Officer Matt Kirschenman
Signature of Authorized Bank Officer
Bank Officer's Telephone Number (213) 972-0646
Bank Officer's E-mail Address Man Kirsriienfnan®botw com
COPY
Tab V Sample Account Analysis Statement and Users Guide
Please refer to the following pages for a sample Account Analysis Statement and Users Guide.
¨ PAGE 55
BANKA-eWEST
BNP PARIBAS
ANALYZED BUSINESS ACCOUNT STATEMENT
Relationship Summary
June 20XX
Relationship Account Number: XXXXXX>CX1234
Cost Center: OOXXX
ABC CORPS HOLDINGS INC.
(OPERATING ACCOUNT)
1234 ANY STREET
OURTOWN 2345 6789
BANK OF THE WEST IS PROUD TO INTRODUCE THREE NEW FEATURES TO OUR SUITE
OF CASH MANAGEMENT SERVICES: WEBDIRECT REAL TIME REPORTING OF COMMERCIAL
LOANS, BATCH FILE WIRE INITIATION VIA SECUREDIRECT, AND PAYEE
INFORMATION FOR POSITIVE PAY.
QUESTIONS? CONTACT CASH MANAGEMENT CUSTOMER SERVICE
(1-800-400-2781) OR YOUR ASSIGNED REPRESENTATIVE.
THANK YOU FOR BANKING WITH BANK OF THE WEST.
Balance Summary
Average Ledger Balance 22,484,118.90
Less: Average Float .00
Average Collected Balance 22,484,118.90
Less: Reserve requirement 2,248,411.89
Investable Balance 20,235,707.01
Average Collected Balance 22,484,118.90
Less: Balance Required for Services 30,663,851.74
Excess/(Deficit) Balance 8,179,732.84-
Average Daily Ledger Balance Overdraft .00
Results Summary
Current Period Earnings Credit 0.2400% 3,991.70
Less: Current Period Analyzed Charges 5,443.88
Total Analyzed Result 1,452.18-
Total Charges To Be Debited on 07/20/XX 1,452.18
Number of days in cycle 30
Avg Adj Coll Balance requited to offset $1 of analyzed charges 5,632.72
Balance required to cover all analyzed charges 30,663,851.74
ANALYZED BUSINESS ACCOUNT STATEMENT
Relationship Summary
June 20XX
Relationship Account Number:
Cost Center:
XXXXXXXX1234
OOXXX
ABC CORPS HOLDINGS INC.
(OPERATING ACCOUNT)
1234 ANY STREET
OURTOWN 2345 6789
Detail Account Summary
Account Average Average Average Invest Service
Number Account Name Ledger Collected Neg Coll Balance Charge
XXXXX1234 ABC CORPS 14,900,050 14,900,050 0 13,410,045 2,287.50
XXXXX2345 ABC CORPS 0 0 0 0 443.50
XXXXX3456 ABC CORPS 422,919 422,919 0 380,527 218.03
XXXXX4567 ABC CORP'S 0 0 0 0 72.50
XXXXX5678 ABC CORPS 0 0 0 0 77.78
XXXXX6789 ABC CORPS 4,543,433 4,543,433 0 4,089,090 713.83
XXXXX7890 ABC CORPS 0 0 0 0 77.13
XXXXX8901 ABC CORPS 522,643 522,643 0 470,379 337.83
XXXXX9012 ABC CORPS 820,232 820,232 0 738,209 331.79
XXXXX0123 ABC CORPS 200,000 200,000 0 180,000 129.70
XXXXX1234 ABC CORPS 0 0 0 0 75.70
XXXXX2345 ABC CORPS 1,074,839 1,074,839 0 967,355 678.59
Service Detail
Serv.AFP Unit Balance
Code Code Description Volume Price Charge Required
MISCELLANEOUS SERVICES
00001 150100 CHECKS PAID 107 0.1800 19.26 108,486
00029 010400 MONTHLY MAINTENANCE 12 240.00 1,351,852
00093 000230 DEPOSIT ADMINISTRATION FEE 22,484 0.1500 3,372.60 18,996,911
ZBA CHARGES
00299 010020 ZBA CONCENTRATION ACCOUNT FEE 3 32.0000 96.00 540,741
00300 010020 ZBA TIER ACCOUNT FEE 6 20.0000 120.00 675,926
IMAGE EXPRESS SERVICES
00070 151353 CD PRODUCED - PER CD 1 25.0000 25.00 140,818
00071 151353 IMAGES WRITTEN TO CD 109 0.0600 6.54 36,837
WIRE TRANSFER SERVICES
01400 350300 INCOMING WIRE - AUTO 8 12.0000 96.00 540,741
01427 350541 OUTGOING INTERNATIONAL REPAIR 1 10.0000 10.00 56,327
LOCKBOX SERVICES
02103 050001 DDA ACCOUNT MAINTENANCE 1 15.0000 15.00 84,490
02175 050405 CD-ROM *1 20.0000 20.00 112,654
02181 050000 BASIC LOCKBOX BASE 1 300.0000 300.00 1,689,816
ACCOUNT RECONCILEMENT PROCESSING
02508 200201 INPUT ISSUE, ELECTRONIC 1 0.0800 0.08 450
02515 200010 BASE FEE 2 75.0000 150.00 844,908
POSITIVE PAY
02601 150030 POSITIVE PAY BASE FEE 2 25.0000 50.00 281,636
02602 150030 EXCEPTION ITEMS 104 1.2500 130.00 732,253
02610 150030 STAND ALONE POSITIVE PAY BASE FEE 9 30.0000 270.00 1,520,834
ACH SERVICES
00007 250201 ELECTRONIC (ACH) CREDITS 3 0.2000 0.60 3,379
00008 250200 ELECTRONIC (ACH) DEBITS 90 0.2000 18.00 101,388
ANALYZED BUSINESS ACCOUNT STATEMENT
Relationship Suiomary
June 20XX
Relationship Account Number:
Cost Center:
XXXXXXXX1234
OOXXX
ABC CORPS HOLDINGS INC.
(OPERATING ACCOUNT)
1234 ANY STREET
OURTOWN 2345 6789
Service Detail
Serv.AFP Unit Balance
Code Code Description Volume Price Charge Requited
G05550 251052 ACH BLOCK MAINTENANCE 11 2.5000 27.50 154,899
05557 251053 DEBIT FILTER RECURRING 22 2.0000 44.00 247,839
WEBDIRECT
06028 151351 WD CHECK IMAGING 13 0.1000 1.30 7, 322
06410 400002 WD MID MKT BASE FEE 1-5 ACCOUNTS 1 75.0000 75.00 422,454
06411 400002 WD MID MKT PER ADD'L ACCOUNT 10 15.0000 150.00 844,908
06427 200221 WD MID MKT PRE DAY DETAIL ITEMS 348 0.0000 0.00 0
CURRENT DAY INFO REPORTING
06467 400224 WD MID MKT CURR DAY DETAIL ITEMS 62 0.0000 0.00 0
SPECIAL REPORTS
06120 010306 WD/ANALYSIS STATEMENT 13 1.0000 13.00 73,225
06125 010307 WD/DEPOSIT STATEMENT 13 1.0000 13.00 73,225
06161 409999 WD/PARAGON SPECIAL REPORT 1 1.0000 1.00 5, 632
MONEY TRANSFER
06200 350000 WD/WIRE TRANSFER BASE FEE 1 30.0000 30.00 168,981
06225 350100 WD DOMESTIC WIRE 2 10.0000 20.00 112,654
06230 350700 WD INTERNATIONAL WIRE 8 15.0000 120.00 675,926
06236 350104 WD ACCOUNT TRANSFER ITEMS 10 1.0000 10.00 56,327
Total Analyzed Charges 5,443.88
Total Charges 5,443.88
TREND ANALYSIS
AVG POSITIVE INVEST BAL EARNINGS
COLLECTED AVAILABLE CREDIT EARNINGS FEE BASED WAIVED ANALYZED MONTHLY
MONTH BALANCE FOR SVCS RATE ALLOWANCE CHARGES CHARGES CHARGES POSITION
06/13 22,484,118 20,235,707 0.2400%3,991 0 0 5, 443 1,452-
05/13 9,087,150 8,178,638 0.2500%1,736 0 0 3,550 1,813-
04/13 10,130,500 9,117,450 0.2500%1,873 0 0 3, 628 1,755-
03/13 4,315,672 3,884,546 0.2600%857 0 0 857 0
02/13 1,973,313 1,777,787 0.2600%354 0 0 2,519 2,164-
01/13 5,554,838 4,999,685 0.2600%1,104 0 0 2,950 1,846-
12/12 9,898,961 8,911,739 0.2800%2,113 0 0 4,368 2,254-
11/12 11,958,751 10,762,876 0.2800%2,470 0 0 3,938 1,468-
10/12 17,943,863 16,149,477 0.2800%3,829 0 0 4,782 952-
09/12 16,159,560 14,543,604 0.2800%3,337 0 0 4, 699 1,361-
08/12 18,044,163 16,242,006 0.2800%3,851 0 0 5,338 1,486-
07/12 19,056,285 17,150,656 0.3000%4,357 0 0 4,389 531-
GO mi
BANK.°AWESTJ£L
COMMEftCIAL BAWKIWC
BMP PARIBAS CROUP
ACCOUNT ANALYSIS
STATEMENT
bonlufilKvesicQn
fSt(4Miiiwui|u<ai MtnMroic eniitaittftwM
Bonk of the Vest's
kcatnt Amtysls Stotenent
Bwk it iKc West ti9s designed your ftccnint Aits^ atterasK
Id M cdmplele end easy lo read
rm eni recenre youi Aicoimt Anelysis aatemeni dumif IM imiMk
dt eedi msrdh tdi the pretfroua month's acOoity, n a separate
mailfig tnsm your regular husiness chedung statemesL If jou
here morethan one analyzed husinesschecSjng acount ledh us
ya can loaive an individual Accouid Analyvs slatsment foeeacA
accadiL asvied at a cohsolidated tuminaty staletMnl of you
Bccomts
This hnudiure prmndes you with a slep-hy-step eiplanatai ol
the tntonnahDn on your Account Analysis statemeel.
this portion olthestaleniint indicates it thesisaanit
'Sa! a Summary or detail account level, lists the accdnnt
-ngmbe' and the slalamenl period
0 Boionce Sunnnry
Inisseclmn provides detailed balance mtonnatKB («yooi
account Each line iseeplained tielow:
• AnragiUdtcr Balance
the sum ol the dally tialences for the imath dtviPari
It) ttieacluel days in the month.
• baraieFlhit
The sum of the daily Mlaeces not collKlcd fur the
month, divided hy the actual daysmthamonBi
• kitnft tuDectad Balance
Ihe average ledger tsatance minus Ihetnenfeldit-
n Anran Riiitin CstetM BalBKt
The Sum of Ihe deny ending negative collected tialancas
and the daily endmg tedger oterdrafi lialances tn the
month. dwiifedbythenumMrclIhe days m Ihe month.
• lletratiAd)atti<Culae4Bd BAsti
The sum of Ihe negative collected Palance and Ihe
average ilaily collected tialanca This tialance Is used to
ceiculate the leserve reouiremeni
> Lap! Resent RataSnmat
Reserves ere funds which the Pent is leQulied to
ntamtim loiihe Federal Reserve Banli lor certain
deposits Reserves ate calculated on collecled Mlancet.
• lavastlbia Balaact
Average collected halance mihas the reserve
requiiemtnts. The loveslihte Balance is used to calculate
Ihe Earnings Credit emmnt.
> Bmna RttaM Far Juntcus
The required tialances to offset the current month's
analyzed chsrges
>Escese/(OeflcR)BaMct
The eicess or deficit Oalsnce requued tooilsel
the current month s tneiyied charges
> Aeeeaga Oady Ladpr BtlaKa OwdnR
The sum ol llie negatrve daily endmg ltdgei Paiances
over the month, divided liy the numlrer of days in the
month, fhahgureis used to calculate the ledgei
Overdraft interest charge in the Service Detail section
0 Results SuMVY
The ftesein Sumary ptoviSn en eyerviete nt Ds vrece
cMfge caCutabon tach line ilem le apiameg bilnii
• CvmPenod EaiMnii Cntt
The immtflHe BaJence niulhpl>eg ^Iheearmnfe
cnM rate. imM br IM nvniMi }f dajfs« the |cii.
aog mgftiDtieg hy the ngnhet ot dars m the oonth
The KipbNf eaniinia credit rate is detentuned By the
halance tei in wtiach the eccainl's Seance le SeHen
Sewca 'alls
• CvTHl PvW MiM Chstis
Thelilal uS el services l« the current gengd
• Pnriats Hoath'i tailRid lesoll
The net result olihe account on the previous monltis
Silement hiouEht loiwaicl.il Iht account seltiei Mliai
than monlhly
• TetMMrnd O*"'''
Theeaninis credit minus the Ktivit) ctiaitet
Anetatrve numhei results in an aclnirr chaiet
< Taul Ch«t*i <h M OetiM ee ikh 2>lk
The aihount el the activity chiiies ngl cnend he the
earnusp credit Unless other arraoseeients have been
tube tnis emouni uiii be automeiKalir bedudcS Itoiii
ent account on the 29llict each month Itmnni aclmle
• h«n0 A^iftid Colhctid lilMet l««dra< t» DIW
Si olAiulnMCkiriM
The batince reguved la ottsel tl at aneliad charps
Tea ounhei titi been ediusted up to include the Seserve
ticoueement
• SMmh RiqiM le tmuT AD tulpM Clortu
Ihehalance leguireOie ollsel ihe cuireni nonlti'i
anal)2Hl chuies This numherees been ediusted
up to iKluM the ReMive Reguirimeiit.
O Detoil kc9«t Ti—tiry
A Detail Account Summaisappeers on Reialionsbip Sommery
statements anoeach suoseduenicurposite statement
It provides a deianed smneiary at each ^ount withm Ihet
goition at the rctatMiBtup
0SemnBMl
Thisportnn ol tne itatenoei icsts eKb stmce used Ibis
month to delermrne the actnrtyotiaip
e biseriplMk ThedescnpMee'eacAstrviceusit]
this month
• VoluM: ThequanlilygtlriiiuctiOftSbitniillei]
tills month.
• Rrtea The cost Iota sui|letransactiort
• Clirttr Tha cost let the services provided.
• SilenceRieiired: 'heeveregecottectedbalance
ream red (o oUiel the cost dl inis service piovided
this monin
0 Trend iMtrsis
The trend Anattsis proMcs sumai| lotats tor Ihe
prior ITmonths
For any quedions. please conlacl youi
dedicatei) Relalionshtp Manages.
-
- —
u -
•' "Z'
•-1 ff-i
COPY
Tab W Relevant Cash Management Agreements
Please refer to the following pages for these sample agreements:
Authorized Officers or Agents
Waiver of Security
Cash Management Agreements and Terms and Conditions
Deposit Account Disclosure for Business Accounts
Commercial Card Agreement
Merchant Services Agreement
¨ PAGE 56
BANKr^H-kWEST
BNP PARIBAS
BANKt^eWEST'
COMMERCIAL BANKING GROUP
DEPOSIT ACCOUNT SIGNATURE CARD ADDENDUM
AUTHORIZED OFFICERS OR AGENTS
Organization Legal Name Tax Identification Number
Attachment to Commercial Banking Group Deposit Account Signature Card Dated:
COMPANY AUTHORIZED OFFICERS OR AGENTS
Any of the following officers or agents of this Organization are authorized to have the power(s) designated below
on account number(s):
Name Signature Date Deleted (Bank Use OnIy)"*~|
□ Designated Signer
□ W\Te Transfer q Obtain Account Information
Or, acting alene te perform any nStoD?avment □Telephone Transfer Request
combination of these activities: Request ^ Obtain / Provide instructions for various□ Ooen/Ciose Account services
Name Signature Date Deleted (Bank Use Only)
□ Designated Signer
□ Wire Transfer q Obtain Account information
Or, acting alone te perform any n StooVavment ^ Telephone Transfer Requestcombination of these activities: Request ° instructions for various
□ Ooen/Glose Account services
Name Signature Date Deleted (Bank Use Only) '
s
D Designated Signer
□ Wire Transfer q Obtain Account Information
Or, acting alone to perform any r? o^Vavment ^ Telephone Transfer Requestcombination of these activities: Request ° instructions for various
□ Open/Close Account services
Name Signature pate Deleted (Bank Use Only)
□ Designated Signer
O Wire Transfer q obtain Account Information
Or, acting alone to perform any naooVavment ^ Telephone Transfer Requestcombination of these activities; Request O instructions for various
□ Ooen/Close Account services
The foregoing shall remain in full force and effect until Bank receives written notice amending or revoking the authorization ina form and at an agreed upon location, and Bank has a reasonable time to act upon it. Receipt of such notice shall not affect
any action taken by Bank of the West prior thereto.
Business Entity Name Printed Signer's Name
Authorized Signature
Date
_ BAI\Kf;i>.Vi"EST
Revision 08/28/2013
BANKr^WESTiSL
COMMERCIAL BANKING
BNP PARIBAS GROUP
WAIVER OF SECURITY
TO WHOM IT MAY CONCERN,
SECURITY FOR DEPOSITS.
Depository shall at all times maintain the required amount of eligible securities Including Letters
of Credit with the Agent of Depository to secure the deposits of the Agency, in accordance with the
Code. The Agent of Depository, BANK OF THE WEST, is authorized to place such securities for
safekeeping with Wells Fargo bank N.A., MN or with any Federal Reserve Bank or branch thereof or with
any other Approved Agents of Depository, In accordance with Section 53659. Pursuant to Section
53653, Treasurer waives security for the portion of any deposits that are Insured pursuant to federal
law.
I am authorized to waive security for the portion of any deposits that are insured pursuant to
federal law for deposits held by BANK OF THE WEST.
Dated: Local Agency:
By:
Name:
Title:
BANK-fStWEST
AUTHORIZATION AND AGREEMENT FOR CASH MANAGEMENT SERVICES
This Authorization and Agreement for Cash Management Services (this "Agreement") is executed by each of
the business organizations named below (collectively, the "Business Entities"). Each Business Entity
acknowledges that It has received from Bank of the West ("Bank") the Cash Management Terms and
Conditions ("Terms and Conditions"). Deposit Account Disclosure for Business Accounts ("Disclosure Booklet").
applicable Schedules of Fees and Charges, applicable User Materials, related documents and disclosures
(collectively, the "Disclosure Agreement") pertaining to the provision of one or more Cash Management
Services (collectively "Services") by Bank to the Business Entities. Each Business Entity agrees that the
Services obtained from Bank are subject to this Agreement, the Terms and Conditions, and the Disclosure
Agreement, as those documents currently exist and may be added to, deleted from or otherwise changed from
time to time in the future. Each Business Entity expressly acknowledges and agrees that if it has any electronic
services, amendments to the Terms and Conditions and the Disclosure Agreement may be delivered or posted
electronically, as is further disclosed in the Terms and Conditions. Capitalized terms used in this Agreement,
not otherwise defined, have the meanings given to them in the Terms and Conditions.
Multiple Entity Cash Management Services Linking - Check if applicable [□]
Each of the undersigned Business Entities hereby authorizes the linking of its accounts with all of the below-
named Business Entities for the selected Services. Each of the undersigned Business Entities hereby
appoints the Business Entity first listed below ("Principal Business Entity") to act as the attorney in fact for
such Business Entity with respect to ail matters concerning Services with Bank, such authority specifically,
but without limitation, including the right to: (1) establish, continue, modify, and terminate an account,
Service or other banking arrangement made by or on behalf of Business Entity: (2) contract to procure other
such Services available from Bank as Principal Business Entity considers desirable; (3) receive bank
statements, vouchers, notices, and similar documents from a financial institution and act with respect to
them; and (4) designate a person(s) ("Designee(s)") to act with respect to the Services. This power of
attorney is coupled with an interest.
The undersigned intend that Bank treat all Business Entities as one entity for purposes of the Services
provided pursuant to this Agreement. Specifically and without any limitation intended, each Business Entity
specifically authorizes all deposit [and other] accounts of each Business Entity to be linked together for
Account Analysis purposes, linked in the Deposit Concentration Service, linked In the Zero Balance
Accounting Service, linked in access via our Online Banking Service through any website owned, operated,
controlled, or maintained by Bank or any of its affiliates, without restriction. The accounts so linked may
include, without limitation, deposit accounts (for example and without limitation, savings, checking, money
market, certificates of deposit), credit accounts (for example and without limitation, lines of credit, credit
cards, loans, leases), investment and brokerage accounts (for example and without limitation, mutual funds,
stocks, securities, annuities) and any and all other accounts that we may now or in the future hold for or on
behalf of any named Business Entity.
Each Business Entity represents with respect to the individual who executes this Agreement on its behalf
("Designee") that the Designee is an authorized signer for the Business Entity. Each Business Entity agrees
that;
• Any Designee is authorized to access any account of any Business Entity named In this Agreement
when such access is accomplished electronically via any Service provided in accordance with this
Agreement.
• Each Designee shall further be entitled to access and control all such accounts singly via the
Service without regard to any multiple signer designations, requirements, or restrictions that might
othenwise be applicable to a specific account but for this Agreement. Such access includes, without
limitation, the ability to: (1) control such accounts electronically; (2) view or Initiate transactions
including, without limitation, withdrawals; (3) deposit and transfer money; (4) generally perform all
types of electronic transactions to and from each account of each Business Entity; and (5) further
authorize other users to access the accounts to perform similar functions (under the control of such
persons authorized hereunder).
Each Business Entity acknowledges and agrees that the linking of its business account(s) through the
designated Services as contemplated In this Agreement could subject each of the Business Entities
haink^i.v;kst
Page 1 of 3 Revision Date 05/01/13
(individually or collectively) to claims involving or arising out of the commingling of funds, and each
Business Entity hereby assumes all of the risks involved. Each Business Entity further acknowledges
and agrees that, for purposes of Online Banking, the granting of access to the deposit accounts of each
Business Entity by way of a single identification number and password is provided by Bank only at the
request and for the convenience of each Business Entity. Each Business Entity, individually and
collectively, agrees to indemnify, protect, hold harmless and defend Bank from and against any and all
claims, demands, damages, expenses, liabilities or costs (including attorneys' fees, professional fees
and court costs), of whatever kind or nature whatsoever, in connection with or arising from allowing any
of the accounts belonging to each Business Entity to be linked to one another for access via the Services
or from the provision of the Services.
There are additional pages attached to this Agreement, which contain additional Business Entities
whose accounts and services may also be linked to the accounts of the Business Entities reflected on
this page.
Cash Management Servicefsl Requested
D Account Analysis Service
D Account Reconcilement Services
□ ACH Blocked Service
O Assured Access Card TM Services
□ Cash Vault Services
O Controlled Disbursement
D Deposit Concentration Service□ Direct Delivery of Checks Service
n DirectPay Manager
□ Electronic Commerce Service
n Electronic Deposit Service□ Image Clearing Service
□ ImageExpress Services
G Online Banking Services
D Payment Orders ACH
□ Payment Orders Wires
□ Positive Pay Services
□ RemittanceBanking Services (LockBox)
□ Remote Cashier's Check Service
□ SecureDirect Banking Integration
Q Sweep Services
Q Tax Direct Services
□ Third Party Depository Services
G Zero Balance Accounting Services
Each Business Entity understands that use of any Service is subject to; (1) Bank's receipt of any required
information and documentation; (2) Bank's approval; and (3) each Business Entity's completion of any
testing or training requirements.
The undersigned Designee, and each of them, is an officer, owner, principal or other authorized individual of
the Business Entity on whose behalf the Designee is acting. The undersigned Business Entity and Designee
represent and warrant that the Business Entity on whose behalf the Designee is acting has taken all action
required by its organizational or constituent documents to authorize the undersigned Designee to execute
and deliver this Agreement and any other documents Bank may require with respect to a Service, and to
provide to Bank instructions, and to designate employees and agents to act in the name of and on behalf of
the Business Entity regarding the Services and any and all accounts affected by any Service obtained on
behalf of the Business Entity.
m SIM-SS KM ITIES .IOIMNG IN C ASH MANAGF.MENT SER\ KT.S
PRINCIPAL BUSINESS ENTITY
Tax Identification Number
Business Entity Name Printed Signer's Name
Authorized Signature Title
Tax Identification Number;
Business Entity Name Printed Signer's Name
Authorized Signature Title
A
HAMKilt.OTCT
Page 2 of3 Revision Date 05/01/13
CORPORATE/ASSOCIATION RESOLUTION
RESOLVED: The or
(Title) (Name) (Title) (Name) (Title) (Name)
of this Corporation is authorized to enter into any cash management services agreements with Bank of the
West, to designate from time to time persons, in such number as may be directed, to manage any cash
management service and otherwise give instructions regarding this organization's cash management
service(s).
RESOLVED further that the authority conferred is in addition to any other authorizations in effect and shall
remain in force until Bank receives written notice of its revocation at the office where the account is maintained
or at such other location as Bank may direct.
CERTIFICATION
I certify that this resolution was adopted by this organization in accordance with law and Its charter documents
at a meeting duly held by this organization's governing body, and is now in effect, I certify that all of the
signatures on the reverse are genuine and are those of person(s) who are authorized to execute the form who
has such title as is listed above. I further certify that I have full authority to execute this certification. Bank of the
West is entitled to rely upon this certification until written notice of its revocation is delivered to Bank of the
West.
DATED SIGNATURE
PRINT NAME/TITLE (Must be Secretary or Assistant Secretary)
For Bank Use Only
Name:Name:
Title:Title:
Office/Unit:
Date:Date:
Signature Signature
HANK.'VVTEST
Page 3 of 3 Revision Date 05/01/13
/ ^
BANKA-eWEST
BNP PARIBAS
Cash Management
Terms and Conditions
April 23, 2018
Cash Management Terms and Conditions
GENEBtAL TERMS AND CONDITIONS 4
1. Amendments to Terms and Conditions 4
2. Binding Effect; Successors and Assigns 4
3. Compliance with Applicable Laws 5
4. Consent To Audit and to Verification of Identifying and Credit Information 5
5. Cutoff Hours 5
6. Duty to Review Statement and Items 5
7. Electronic Banking Services 5
8. Electronic Communications 5
9. Entire Agreement 5
10. Equipment; Software 5
11. Erroneous Reports 6
12. Funding Limits; Available Funds 6
13. General Representations and Warranties 6
14. General Security Procedure Requirements 6
15. Governing Law; Submission to Jurisdiction 9
16. Indemnity '. 9
17. Joint and Several Authority to Combine Funds 10
18. Lawful Use 10
19. Liability; Duty to Correct; Limitations of Liability; Statute of Limitations 10
20. No Advertising 11
21. No Implied Waivers; Remedies Not Exclusive 11
22. Non-Encrypted Transmissions via Computer 11
23. Notice of Claim 11
24. Notices 12
25. No Warranty 12
26. OurAgents 13
27. Payment for Services 13
28. Privacy 13
29. Proper Instructions 14
30. Proprietary Information 14
31. Recording and Use of Communications .-. 14
32. Responding to Legal Process or Investigations 15
33. Severability 15
34. Termination 15
35. Training 15
36. YourAgents 15
Effective: April23,2018 I I BANKthe^A^ESX Page2of54
' ' BNPPARIBAS
Cash Management Terms and Conditions
TERMS AND CONDITIONS FOR SPECIHC SERVICES 15
37. Account Analysis Services 15
38. Account Reconcilement Services 16
39. ACH Blocked Service 1®
40. Assured Access Card ™ Services 17
41. Cash Vault Services 20
42. Controlled Disbursement Subscriber Service.... 22
43. Deposit Concentration Service 24
44. Direct Delivery of Checks 24
45. DIrectPay Manager 25
46. Electronic Commerce Service (ECS) 26
47. Electronic Deposit Services 26
48. Image Clearing Service 29
49. ImageExpress Services 32
60. Online Banking Services 32
51. Other Electronic Banking Service 35
52. Payment Orders (Wire Transfers and ACH) 35
53. Positive Pay Services 42
64. Remittance Banking Services (Lockbox) 43
55. Integrated Solutions Services 44
56. Sweep Services 46
57. TaxDirect Services 48
58. Third Party Depository Services 49
59. Zero Balance Accounting Services 49
GLOSSARY 51
Eff6Ctiv6i April 23, 2018 PSSS 3 of 54
BNP PARIBAS
Cash Management Terms and Conditions
Welcome to Bank of the West!
Thank you for selecting Bank of the West as your business bank. It is a pleasure to serve you.
Your agreement for cash management services (the "Services") is governed by your Authorization and Agreement for Cash
Management Services, this Cash Management Terms and Conditions booklet ("Booklet"), the Deposit Account Disclosure
for Business Accounts ("Disclosure Booklef), any current Schedule of Fees and Charges, Analyzed Business Checking
Schedule of Fees and Charges, any User Materials, and any confirmations or other documents and disclosures that pertain
to the provision of one or more Services by us (collectively, "Terms and Conditions"). This Booklet and any of the documents
and agreements that are included within the Terms and Conditions may be amended, restated supplemented, or otherwise
modified from time to time or altogether deleted from the Terms and Conditions.
This Booklet contains general provisions that apply to any and all Services that we may provide to you and it also contains
provisions that apply to specific Services that you may not wish to use. The general provisions are in all cases subject to
more specific information in the specific provisions or in the User Materials or other referenced documents. For example,
specific provisions about cutoff times for ACH transactions control for those Services in place of the general provisions
about cutoff times. In some cases, we will need to obtain additional information from you regarding your eligibility for and
continued use of specific Services. Depending on the Service, we may ask you to sign a certification or other foim
confirming such information and agreeing to additional terms and conditions that will apply to a specific Service If we offer
you special terms and conditions for a Service that differ from the terms and conditions set forth in this Booklet, we will give
those terms and conditions to you in a written form that clearly specifies that those terms and conditions apply in place of
contrary or conflicting terms and conditions contained in this Booklet or in our standard forms and other documents.
As part of our commitment to offering you a dioice of Services that meet our high standards of excellence, we are constantly
reevaluating, updating and upgrading our Services, including adding new Services, and those reviews and changes result
in regular updates to the Terms and Conditions. You therefore understand and agree that the Terms and Conditions will
evolve and change over time (including modifications, additions and deletions). You may view our current Terms and
Conditions at any time by going to our website at bankofthewest com and clicking on the tabs/links for Cash Management
Services and Terms and Conditions. By accepting or using any Services, you agree to all the Terms and Conditions, as
in effect at the time you use the Services. Any changes in our Terms and Conditions will apply only to transactions effected
after the date the changed Terms and Conditions are posted to our website. You acknowledge your acceptance of those
changes by continuing to use the affected Service(s) after the time of posting of those changes.
In this Booklet "BOW," "we," "us," "our." "Bank of the West' and "Bank" refer to Bank of the West. The words "you" and
"your" refer to the person or entity identified on our records as the accountholder of the account. Any other defined terms
in this Booklet will be capitalized. You may find the definitions within the terms and conditions of this Booklet and/or in the
Glossary at the end of this Booklet.
GENERAL TERMS AND CONDTTIONS
1. Amendments to Terms and Conditions
We may amend, add, or delete any term and condition detailed in this Booklet and in ftie Terms and Conditions at any
time. Generally, any additions, deletions or other amendments will be posted on the Bank's Website,
www.bankofthewest com. To the extent and in the manner and timeframes required by law, the Bank will notify you in
advance of any changes that affect your rights and obligations. You indicate your acceptance of any change we make by
continuing to use the Service after the change becomes effective.
2. Binding Effect: Successors and Assigns
The Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, administrators, liquidators, receivere, trustees, assignees, custodians, conservators or other similar officials.
You may not assign your rights or delegate your duties under the Terms and Conditions without our consent, and any
purported assignment in violation of this provision shall be null and void. With prior notice to you, we may assign or transfer
any or all of our rights and obligations under the Terms and Conditions or your accounts to any parent entity, any affiliate,
any direct or indirect wholly owned subsidiary of us or any other person which acquires all or substantially all of the custodial
business of us. You hereby consent to any such assignment or transfer and agree to enter into any agreement which we
may reasonably request to effect such assignment or transfer.
Effective: April 23, 2018 BANKthe\A/ESX Page 4 of 54
BNPPARIBAS
Cash Management Terms and Conditions
3. Compliance with Applicable Laws
You agree to conduct your business and operations in accordance with all applicable laws, rules and regulations, and you
agree to be bound by, and to comply with, the ACH Requirements and Wire Transfer Requirements, as defined in the
Glossary and Section 52 of this Booklet.
4. Consent To Audit and to Verification of Identifying and Credit Information
Consent to Audit - At least annually, upon our request, you agree to make yourself, your premises, your documentation
and due diligence processes and procedures available for audit by us for compliance with applicable laws, rules and
regulations, and with the Terms and Conditions. We will provide you with not less than ten (10) days prior notice of any
audit and agree to wofk with you to set a reasonable time for any audit.
Verification of Identity and Credit - In accordance with federal law. we must make a reasonable determination and
verification of the profile Information of our clients. Until verification is completed, we may not be able to service and
maintain your account. By requesting any Services, you acknowledge and consent to us obtaining background and/or
credit reports necessary to comply with any federal or state statutes or industry regulations.
5. Cutoff Hours
Each Service may have cutoff hours as set forth In various User Materials or other documentation. In general, transactions
initiated or instructions received after the established cutoff hour shall be considered as having been made on our next
Banking Day.
6. Duty to Review Statement and Items
See your Disclosure Booklet for additional information and details.
7. Electronic Banking Services
We offer various electronic banking services, some of which are accessible via the World Wide Web and others of which
are software based. You hereby authorize us to offer our various electronic banking Services via licenses and/or third
party servicers.
8. ElectronlcCommunicattons
If you use any electronic banking Service or Internet banking Service, you agree that any and all disclosures and
communications regarding those Services or the Terms and Conditions may be made electronically, including via email,
or by posting to our Website in accordance with applicable law. Any electronic disclosure or communication we make will
be considered made when transmitted by us and any disclosure or communication we make by posting to our Website will
be considered made \flrfien posted by us.
9. Entire Agreement
The Terms and Conditions constitute the entire and complete understanding tjetween and among the parties with respect
to the Services, and no representations or agreements, expressed or implied, of any kind or character whatsoever have
t>een made except as are expressly set forth in the Terms and Conditions,
10. Equipment: Software
You must provide and properly install all required Equipment and maintain the Equipment in good working order. You
accept full responsibility for the security and confidentiality of all matters related to the Equipment. Any Equipment
requirements are described in the User Materials or other referenced documents, as amended from time to time. Unless
othenvise agreed between you and us, we are not responsible for the installation or setup of any Equipment. We do not
guarantee access to any Services from all computers, modems or communication software packages. Should you choose
Effective: April 23. 2018 BANKth'e WEST Page 5 of 54
BNP PARIBAS
Cash Management Terms and Conditions
to use equipment not listed in the User Materials or other referenced documents or not previously authorized by us in
writing, we may not support such equipment and you may not be able to access the Services with such equipment,
11. Erronegus Repgrts
if you receive an Erroneous Report, you will immediately notify us by telephone and will return the original Erroneous
Report to us by U.S. Mail or, if instructed by us, destroy the Erroneous Report in a commercially reasonable manner. You
agree you will not disclose, use, review, copy, sell, disseminate, publish or distribute any Erroneous Report.
12. Funding Limits: Available Funds
In our sole discretion, we may establish a funding limit ("Funding Limit") from time to time with respect to any Service,
including, without limitation, for the Controlled Disbursement Subscriber Service or for any Payment Orders originated
through the ACH Service. We will have no obligation to you to fund any Service for amounts in excess of funds available
in designated deposit accounts.
13. General Representations and Warranties
You represent and warrant that: (i) you have taken all necessary action to authorize the execution, delivery and
performance of the Terms and Conditions; (ii) the person signing the documents establishing your account relationship is
duly authorized to do so; (iii) you have obtained all consents, authorizations or instructions required in connection v^th your
agreement to the Terms and Conditions, including those required by any government body, and such consent,
authorizations and instructions are in full force and effect; (iv) your acceptance of the Terms and Conditions and your
performance of your obligations under the Terms and Conditions will not violate any law, regulations, order, ordinance,
rule, charter, bylaw, or other organizational document applicable to you or any agreement by which you are bound or by
which any of your assets are affected; (v) the Terms and Conditions constitute a legal, valid and binding obligation,
enforceable against you in accordance with their terms; and (vi) all information, documents, statements (written or oral),
agreements and work papers furnished or to be furnished in writing to us by you relating to you (Information"), including
without limitation any Information containing any representation, warranty, covenant or agreement made in respect of you,
your affiliates or your and their businesses and operations, is or will be at the time of delivery to us accurate and complete
in all material respects. You understand that we may rely on such Information in connection with transactions effected for
credit to your accounts.
14. General Security Procedure Requirements
(a) General Security Procedures
(a)(i) Introduction - The following general security procedure requirements apply to any Services provided.
Certain Services require special security procedure requirements. The User Materials outline in detail the security
safeguards that allow you to determine the holder of the security system for your company, Authorized Users,
authorized transaction types and dollar limits on all transactions. For certain Services, you will be responsible for
the administration, including the deletion of Authorized Users.
(a)(ii) Access - Most Services can be accessed and instructions and communications can be given by you to us
by electronic means, such as a computer terminal. If we give you access to a secure system of communicating
with us, such as our online banking services, you will be given or will select a user id and password, which shall
become component of a Security Device. Each Authorized User must have a unique user id and password. You
will be responsible for the confidentiality and use of each Security Device. You will be responsible for all
instructions received by us through and under any authorized Security Device as more fully described herein. We
resen/e the right to require you to change any or all of the security procedures or codes at any time. We may
require that you designate an individual (and, where applicable, we recommend that you have at least two
Individuals) who are authorized to take control of the security procedures inherent in the Service. Unless we are
othenMse advised, the employee(s) (up to two), who execute the enrollment agreement are conclusively
presumed to be the Designated Company Contact ("DCC") The DCC is, or can assign to another(s), the role of
System Administrator(s). The System Administrator(s) is responsible for assigning the levels of security
necessary for you. The System Administrator(s) shall also be responsible for distributing the Security Device to
Effective: April 23. 2018 BANKtheNA^EST Page 6 of 54
BNPPARIBAS
Cash Management Terms and Conditions
Authorized Users and retrieving the Security Device from the Authorized User or disabling the Security Device
upon revocation of an Authorized User's access rights.
(a)(iii) Default Passv/ord - Any initial default passwords are sent to the DCC under separate cover.
(a)(lv) Password Change - Any System Administrator(s) will be required to change the initial passwords the first
time they login into the System. It is the System Administrator's responsibility to understand the security
capabilities built into the Service and to assign and, as appropriate to your business and security needs, to restrict
access to the various applications only to those employees who have a need to know, keeping in mind the
importance of separation of duties as an important way of protecting your organization. You agree to change user
id and passwords frequently in order to ensure the security of the user id and passwords. The System
Administrator also maintains the responsibility of setting certain limits related to dollar or volume thresholds for
Authorized Users.
(a)(v) Agreement to Comply - You agree to follow the security procedures we have established for your
communications with us.
(a)(vi) Confidentiality-We do not publish these security procedures or make them generally available to the public
because doing So would compromise the integrity of the security procedures. You are responsible for maintaining
the confidentiality of any security procedures established. You agree to keep all security procedures and Security
De\rices protected, secure, and strictly confidential and to provide or make available the same only to Authorized
Users. You agree to instruct each Authorized User not to disclose or provide any security procedures or Security
Devices to any unauthorized person. If you or your agents have reason to believe that any security procedures
or any Security Device (including any identification codes) have or may have become known by unauthorized
persons (whether or not your employees), you shall immediately notify us by telephone. In the event of any actual
or threatened breach of security, we may issue you a new Security Device or establish new security procedures
as soon as reasonably practicable, but we shall not be liable to you or any third party for any delay in taking such
actions.
(a)(vii) Our Reliance - Until you notify us and we have a reasonable opportunity to act on the notice, you shall
remain responsible for any transactions and/or instructions given by use in accordance with the security
procedure. You are solely liable for any transactions and/or communications initiated by us before we have
received notice from you of the breach or potential breach of any security procedure and have had a reasonable
opportunity to act on such notice.
(a)(viii) Breach of Security Procedures - You agree to notify us immediately if you become aware of: (i) any loss
or theft of any Security Device; or (ii) unauthorized use of any Security Device, or of the Service or any information.
You further agree to notify us immediately if we are required to take any action to terminate access to any Services
by any Authorized User(s). You agree to confirm any oral notification in writing to us within 24 hours. You agree
to cooperate with us to replace the security procedures (Including any identification codes) in accordance with our
security requirements, in the event of the breach of any applicable security procedure, you agree to assist us in
determining the manner and source of the breach. Such assistance shall include, but shall not be limited to,
providing us or our agent access to your systems, computer hardware and software, storage media and devices,
and any other equipment or device that was used or may have been used in breach of the security procedure.
You further agree to provide to us with any analysis of such systems, computer hardware and software, storage
media and devices, and other equipment or devices, or any report of such analysis, performed by you, your
agents, law enforcement agencies, or any other third party. Your failure to assist us shall be deemed an admission
by you that the breach of the security procedure was caused by a person who obtained access to your transmitting
facilities or v^tio obtained information facilitating the breach of the security procedure from you and not from a
source controlled by us.
(a)(ix) Change of security procedures - We reserve 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 our
discretion. We will endeavor to give you reasonable notice of any change in security procedures; provided that
we may make any change in security procedures v^thout advance notice to you if we, in our judgment and
discretion, believe such change to be necessary or desirable to protect the security of our systems and assets.
Your implementation and use of any changed security procedures and/or continued use of the Service after any
change In security procedures shall constitute your agreement to the change and your agreement that the
Effective:April23.2018 I I BANKtheWEST Page7of54
BNPPARIBAS
Cash Management Terms and Conditions
applicable security procedures, as changed, are commercially reasonable and adequate for the purposes
intended.
(a)(x) Your Security Responsibilities - You are solely responsible for providing for and maintaining the physical,
electronic, procedural, administrative, and technical security of your data and systems. You acknowledge that we
do not control the Intemet or other information systems operated by third parties and you will not hold us or our
agents liable for any failures, acts, or omissions of any third party information system operator, including but not
limited to, unauthorized access to, alteration, theft, or destruction of information and data. You agree that we are
not responsible If your computer system, your intemal controls or other operating software that causes Interaction
between us to operate poorly or slowly. You agree to audit your security practices and othenwise comply with our
rules pertaining to Internet security as provided to you in writing. You acknowledge and agree that such rules
may be modified by us, such modifications to be effective upon the giving of notice thereof by us to you. You
agree that your email system will not block emails from our domain and that you are fully responsible If your email
system blocks emails from our domain. You must take preventative action to scan all files for viruses.
We are 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. Any material downloaded or
othenwise obtained through the use of any electronic Service Is obtained at your own discretion and risk, and we
are not responsible for any damage to your 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. You are solely responsible for
maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect
to your operating systems, and for protecting, securing, and backing up any data and information stored in or on
your operating systems. We are not responsible for any errors or failures resulting from defects in or malfunctions
. of any software installed on your operating systems.
You acknowledge and agree that it is your responsibility to protect yourself and to be vigilant against e-mail fraud
and other Intemet frauds and schemes (Including, without limitation, fraud commonly referred to as "phishing").
You agree to educate your Authorized Users, agents, and employees as to the risks of such fraud and to train
such persons to avoid such risks. You acknowledge that we will never contact you by e-mail in order to ask for or
to verify account numbers. Security Devices, or any sensitive or confidential information. In the event you receive
an e-mail or other electronic communication that you believe, or have reason to believe, is fraudulent, you agree
' that neither you nor your Authorized Users, agents, and employees shall respond to the e-mail, provide any
information to the e-mall sender, click on any links in the e-mail, or othenwise comply With any instructions in the
e-mail. You should forward any suspected fraudulent or suspicious e-mail to us. You acknowledge and agree
that you are aware of are and are familiar with the concept of a "man-in-the-middle" or "man-ln-the-browser"
attacks and that you will be vigilant in detecting such attacks on your computer, access devices, and systems.
Contact us Immediately if you suspect that you may be the victim of such an attack. Contact us immediately if
you experience any delays or receive any unusual messages, such as "system unavailable" or "try again later"
. after using a Security Device. You agree that we are not responsible for any losses, injuries, or harm Incurred by
you as a result of any electronic, e-mail, or Intemet fraud.
You acknowledge and agree that as an integral part of these security procedures, you wll review transactions on
your account daily and notify us Immediately if you suspect an unauthorized transaction. You acknowledge and
agree, to frie extent allowed by law, that you will be liable for any unauthorized transactions that could have been
prevented were It not for your failure to review transactions dally on your account.
(b) Special Security Requirements for Payment Orders
You agree to comply with the follovsnng security procedure requirements with respect to all Payment Orders you
originate and transmit to us. You understand and acknowledge that the purpose of these security procedures Is to
verify the authenticity of Payment Orders delivered to us In your name and not to detect errors in transmission or in
the content of Payment Orders submitted to us. You agree to implement appropriate procedures -to ensure the
accuracy of all Payment Orders submitted to us and the integrity of the transmission of such Payment Orders. You
represent that you have carefully considered the circumstances or your initiation of a Payment Order and the
transactions and activity that you will effect through the Service, and you acknowledge and agree that the security
procedure, Including (without limitation) any Security Devices used In connection therewith, constitute commercially
reasonable security procedures under applicable law for the transactions and activity you intend to effect through
the Service. You authorize us to follow any and all instructions entered and transactions initiated using applicable
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security procedures unless and until you have notified us, according to notification procedures we prescribe, that the
security procedures or any Security Device has been stolen, compromised, or otherwise become known to persons
other than Authorized Users and until we have had a reasonable opportunity to act upon such notice. You agree that
the initiation of a transaction using applicable security procedures constitutes sufficient authorization for us to execute
such transaction notwithstanding any particular signature requirements identified on any signature card or other
documents relating to your account, and you agree and intend that the submission of Payment Orders and
instructions using the security procedures shall be considered the same as your written signature in authorizing us
to execute such transaction. You acknowledge and agree that you shall be bound by any and all transactions and
activity effected through the Service through the use of such security procedures, whether authorized or
unauthorized, and by any and all transactions and activity otherwise initiated by Authorized Users, to the fullest extent
allowed by law.
You further agree that we may act on any Payment Order that we have verified in accordance with the security
procedures. If a Payment Order (or a request for cancellation or amendment of a Payment Order) received by us
purports to have been transmitted or authorized by you, it will be deemed effective as your Payment Order and you
will be obligated to pay us the amount of such Payment Order even though the Payment Order was not in fact
authorized by you so long as we act in compliance with the following security procedures. If a Payment Order
received by us was in fact transmitted or authorized by you, you will be obligated to pay the amount of the Payment
Order regardless of whether we followed these security procedures. Regardless of the method you use to transmit
files to us, you are strictly responsible for establishing and maintaining procedures to safeguard against unauthorized
transmissions. You warrant that no individual will be allowed to initiate transfers in the absence of proper supervision
and safeguards and that you wilt take reasonable steps to maintain the confidentiality of the security procedures and
any passwords, codes, security devices and related Instructions. You agree to notify us as soon as possible if you
t>e[ieve or suspect that any unauthorized person has received access to any security information, but doing so will
not affect your liability for any transactions processed by us in good faith prior to receiving such notification and acting
within a reasonable time to prevent unauthorized transactions.
15. Governing Law: Submission to Jurisdiction
EXCEPT AS OTHERWISE PROVIDED IN THE TERMS AND CONDITIONS, THE TERMS AND CONDITIONS AND
THEIR ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA (without regard to
any principles of conflicts of law). In the event of any action by us to enforce the Terms and Conditions, you agree to pay
the costs thereto, including, but not limited to, reasonable attorneys' fees and court costs. You hereby submit to the
nonexclusive jurisdiction of the United States District Court for either the Central District of California or the Northern District
of California and of the California Superior Court sitting in either the County of Los Angeles or the County of San Francisco
for purposes of all legal proceedings arising out of or relating to the Terms and Conditions or the transactions contemplated
thereby. You irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have
to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought
in such a court has been brought in an inconvenient forum, and you agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
permitted by law.
16. Indemnity
We shall not incur any liability with respect to any act or omission in reliance upon any document, including any written
notice or instruction provided for in the Terms and Conditions. You agree to indemnify and hold us harmless for any and
all actions we take in accordance with your instructions, even if we vary from our standard procedures in honoring such
instructions. In the event that we or our respective officers, directors, shareholders, agents, representatives or affiliates, or
any heirs, legal representatives, successors or assigns of the foregoing (each an "Indemnified Party" and collectively the
"Indemnified Parties") become involved in any capacity in any action, proceeding or Investigation brought by or against any
person (including you) arising out of or based upon any false representation or warranty or breach or failure by you to
comply with any covenant or agreement made by you herein or in any other document furnished by you to any Indemnified
Party in connection with the Terms and Conditions or any transaction effected pursuant to the Terms and Conditions, or
any claim arising directly or indirectly from your use of the Services, any Software, technical computer service, including
Software installation or de-installation, or system, or any claim is otherwise made against any of the Indemnified Parties
arising out of the performance by us of our duties and obligations under the Terms and Conditions, you will Indemnify and
hold harmless each of the Indemnified Parties from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including, but not limited to,
reasonable legal costs and expenses) of any kind or nature whatsoever (collectively, "Losses") incurred in connection
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therewith, other than such Losses that are ultimately determined by a court of competent jurisdiction by final and non-
appealable judgment to have resulted from such Indemnified Party's gross negligence or willftjl misconduct.
17. Joint and Several Authority to Combine Funds
If more than one party joins or participates in one or more Services, the contractual obligations shall be the independent
obligations of each party, the obligations hereunder being joint and several. Each of such party agrees that there is no
expectation of privacy between the entities that have joined and/or participated in the Services. Each party that participates
in one of more Services hereby represents and warrants to us that any and all transfers and commingling of funds required
or permitted by any Services, and all other aspects of the perfonnanc® hereof by the parties, have been duly authorized
by law and by all necessary parties, including, without limitation, the account holder of each account, and that each party
has obtained and shall maintain in its regular business records and make available to us upon reasonable demand
adequate documentary evidence of such authorization from the account holder of each account, executed by the duly
authorized officer(s) of each such account holder in accordance with such account holder's organizational documents and
board resolutions or other written consents. Each representation and warranty contained herein shall be continuing and
shall be deemed to be repeated upon each use of the Services and our effecting each transfer and commingling of funds.
18. Lawful Use
You agree that you shall not (and you shall have appropriate procedures and monitoring in place to assure that your
employees and agents do not) use our Services for any purpose that is unlawful, abusive, harassing, libelous, defamatory,
obscene, threatening or damaging in any way.
19. Liability: Duty to Correct: Limitations of Liabilitv: Statute of Limitations
We are not responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (1)
your actions or omissions, or those of third parties which are not within our immediate and reasonable control; (ii) your
negligence, willful misconduct, bad faith or breach of any agreement with us; (iii) any ambiguity, inaccuracy or omission in
any instruction or information provided to us; (iv) any error, failure, loss of information, disruption or delay in the
transmission or delivery of data, records or items due to a breakdown in any computer, utility or communications facility;
(v) any error or omission, willful or negligent by any third party, that which results in any equipment malfunction or any loss,
cost, expense or damage to you in connection with any Sof^are, system, technical computer service, including Software
installation or de-installation, or the Bank's or you use thereof: (vi) circumstances beyond our reasonable control, including
delays by third parties, unusually severe weather conditions, accidents, strikes or labor disputes, riots, acts of govemment,
insurrection, war, civil unrest, sabotage, fire, explosion, flood, water damage (e.g.. from fire suppression systems), acts of
terrorism or acts of God; or (vii) the application of any government or funds-transfer system rule, guideline, policy or
regulation. Our performance of our obligations shall be extended to include the period of time that we (or our third party
processor, if any) were delayed or prevented from performing our obligations under the Terms and Conditions by reason
of any of the above causes.
(a) Duty To Correct
If we make an error, upon written notice of the error, we will, to the extent reasonably possible, correct the error
promptly.
(b) Limitations of Liability
(b)(i) Except for direct losses caused by our gross negligence or willful misconduct, our liability for every loss, cost,
or liability arising from our errors, whether caused by acts or omissions, is limited to the average monthly charge
for the Services in question for the six-month period preceding the date of loss. We shall not be responsible,
under any circumstances for any loss of goodwill or for any punitive, special, consequential or indirect damages
or loss profits that you incur in connection with the Terms and Conditions or the Services, any Equipment, Software
or system, even if the Bank has been advised of the possibility of such damages. We shall not be liable for any
failure to perform any of our obligations under the Terms and Conditions if such performance would result in us
being in breach of any law, regulation, requirement or provision of any government, governmental agency, banking
or taxation authority in accordance with which we are required to act, as we shall determine in our sole discretion.
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(b){ii) You acknowledge that our fees for Services have been established in contemplation of; (a) the limitations
on our liability set forth in the Terms and Conditions; (b) your agreement to review statements, confirmations,
reports, and notices promptly, and to notify us immediately of any discrepancies or problems; and (c) the
application of the alternative dispute resolution provisions set forth in the Terms and Conditions.
(c) Statute of Limitations
Any claim, action or proceeding to enforce the Terms and Conditions or to recover for any Services related loss must
be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs.
This Section shall survive termination of the Terms and Conditions and ail Services.
20. No Advertisina
No party hereto shall use the name of any other party hereto in any marketing or advertisement without the prior written
consent of any such other party. You shall not advertise or promise any Service without the Bank's prior written consent
21. No Implied Waivers: Remedies Not Exclusive
No failure by us to exercise, and no delay in exercising and no cour^ of dealing with respect to, any right or remedy under
the Terms and Conditions shall operate as a waiver thereof; nor shall any single or partial exercise by us of any right or
remedy under the Terms and Conditions preclude further exercise thereof or the exercise of any other right or remedy.
The rights and remedies specified in the Terms and Conditions are cumulative and are not exclusive of any other rights or
remedies provided by law. No course of dealing and no delay or failure of ours, our parent company, affiliates, subsidiaries,
agents, successors in interest or assigns in exercising any right, power or privilege under the Terms and Conditions or any
other agreement in connection with these Services shall affect future exercise thereof or the exercise of any other right,
povrer of privilege; nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise
thereof or any other right, power or privilege. Our rights and remedies, and those of our parent company, affiliates,
subsidiaries, agents, successors in interest or assigns under the Terms and Conditions or any other documents or
instruments pursuant to or in connection with the Services are cumulative and not exclusive of any rights or remedies which
any such party would otherwise have.
22. Non-Encrvpted Transmissions via Computer
You acknowledge that certain computer data transmissions or other communications between you and any other party
may not be encrypted. You assume the risk of interception of unencrypted data transmitted between you and us or between
us and any third party that represents you.
23. Notice of Claim
(a) Reporting Period
(a)(i) Thirty-Day Reporting Period - You agree to review, regularly and promptly, all reports, bank statements,
Payment Order instructions, adjustments, charges, entries and other transactions. You shall immediately or, in
any event, not later than thirty (30) calendar days following the date that we first mail or otherwise make available
to you notification of the transaction ("Notice Period"), notify us of any error or discrepancy between your records
and any notice or statement from us. or any transaction or transfer you believe was not authorized. You agree to
notify us immediately of any claim you have or any claim that is made to you by a third party, that any of our acts
or omissions in connection with any Service has caused you or the third party damage.
(a)(ii) Reporting Periods of Less than Thirty Days - In some cases, you are obligated to notify us of unauthorized
activity or discrepancies within a shorter time frame. You shall notify us of errors in ACH or wire transactions as
soon as possible, and not later than 24 hours after first discovering the unauthorized transaction or error. See
ACH Services at Section 52.
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(b) Failure to notify
{b)(i) If you fail to notify us of discovery within the Notice Period, in the event of an erroneous Payment Order, you
will be liable for all losses {including any loss of interest) up to the amount of the Payment Order which result from
your failure to give us notice or which might have been prevented by giving us notice and, in the event of an
unauthorized Payment Order, we will not be liable for any loss of interest which results from your failure to give
us notice or which might have t)een prevented by giving such notice.
(b)(ii) Unless otherwise provided in the Terms and Conditions, if you fail to notify us of any error or discrepancy
within 30 calendar days following the day we first mail or otherwise make available to you a notice, including notice
via electronic format which may be available via the Internet, you are precluded from asserting and waive any
such error or the discrepancy against us.
24. Notices
We are entitled to rely on any written notice or other written communication, including facsimile, electronic mail (i.e., email)
or other messages delivered in electronic medium if we believe in good faith that the communication is genuine and has
been signed or otherwise authenticated by a person designated by you as an authorized representative. Any person
designated by an authorized representative in the corporate or organizational resolutions or consents, signature cards or
statement of designated authorized signatories on any of your deposit accounts with us is deemed by us to be an authorized
representative for all purposes of your deposit accounts. You may add or delete your designated authorized representatives
in accordance with our established procedures for changing authorized representatives. We are entitled to act on any
incomplete communication, where in our reasonable opinion, it contains sufficient information. We have no duty to
discover, and shall not be liable for, errors or omissions made by you or the duplication of any communication made by
you. We may refuse to execute any communication where we reasonably doubt its contents, authorization, origination or
its compliance with our policies or procedures. You agree that we may require notices regarding specific Services to be
give to us at a location and In a manner we so provide to you. For example, any notice to us with respect to ACH
transactions must be given to the contact person we designate to you from time to time for your ACH transactions. You
cannot give effective notice to any other personnel of the Bank or to any contact person designated to you for any other
account purpose or in the manner provided below for general notices,
(a) Notice Address
Except as otherwise provided to you, all notices to BOW regarding any Services shall be sent to Bank (C/0 Customer
Service Support Unit) at;
Bank of the West
SC-XRD-3E-D
13300 Crossroads Parkway North
City of Industry, CA 91746.
(b) Proof of Delivery
Notices to you will be deemed made when delivered orally, electronically, in person, or by mail at the address you
designate for your bank statements unless you specify in writing another address for notices,
25. No Warranty
YOU ACKNOWLEDGE THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO (I) THE VALUE,
CONDITION, DESIGN OR FUNCTIONING OF ANY SERVICE; AND (II) THE USE, MERCHANTABILITY, FITNESS FOR
ANY PURPOSE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OF ANY
SYSTEM, SOFTWARE, SOFTWARE OR OTHER RIGHTS TRANSFERRED HEREIN, FREEDOM FROM
INFRINGEMENT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE
SYSTEM, SOFTWARE OR OTHER RIGHTS TRANSFERRED HEREIN. IN THIS REGARD. YOU ACKNOWLEDGE
THAT BANK WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY
THE USE OF OR INABILITY TO USE THE SYSTEM, SOFTWARE OR OTHER RIGHTS TRANSFERRED HEREIN,
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26. Our Agents
In the event that any Service(s) are dependent on our ability to obtain or provide access to third party networks and
distribution systems, you agree that if the network or system is unavailable, or in the event that we determine, in our sole
discretion, that we are unable to continue providing third party network or system access, we may discontinue the related
Service(s) or may provide the Service(s) through an alternate third party network or system. In any event, the Bank shall
not be liable for the unavailability of any third party network or system.
27. PavfTient for Services
You will pay us for the Services at the current price we quote or cite plus, if applicable, additional fees and expenses for
any taxes or extraordinary Services. With some exceptions, the amounts due for the Service(s) may be charged to Account
Analysis. See Section 37 and the Deposit Account Disclosure for Business Accounts for a description of our Account
Analysis terms and conditions. If your monthly analysis credits are insufficient to pay the amounts due, absent other written
arrangements with us, you agree that we may debit any of your accounts for any and all fees and expenses. If you close
your account or terminate any Service, you will owe us fees and charges for any unpaid Services and for the month in
which your account was closed or in which any Service was terminated. You agree that we may debit any fees and charges
from any funds of yours that we hold. We also may collect both actual and estimated fees and charges from you at the
time you close your account or after your account is closed.
28. Privacv
You agree to comply with all privacy and data-security laws applicable to your activities in connection with the handling of
personal financial information belonging to your employees or other consumers with respect to whom any Services may
be offered. Without limiting the foregoing, you acknowledge that the Gramm-Leach Bliley Act ("GLBA") governs disclosures
of "nonpublic personal information," as such term is defined in Title V of the GLBA and any state statutes adopted in
compliance therewith, the FTC Regulations promulgated pursuant thereto (including 16 CFR Part 313, 16 CFR Part 314,
12 CFR Part 332 and 12 CFR Part 364), and any state regulations promulgated under such state statutes or in compliance
with the GLBA (collectively, the "Privacy Act and Regulations"), about consumers. You agree to comply with the Privacy
Act and Regulations to the extent applicable and with all applicable law relating to consumer information. To the extent
necessary, required or advisable to maintain any personal financial information of any consumer, you agree to adopt and
maintain a comprehensive privacy policy and information security policy with respect to the handling of personal information
of individuals. You agree to comply with such privacy policy and information security policy.
(a) Your Privacy Obligations
You agree that with respect to nonpublic personal information, you will:
(a)(i) Comply with the terms and provisions of frie Privacy Act and Regulations, including the provisions regaining
the sharing of nonpublic personal information;
(a)(ii) Not use or disclose to any third party wifriout our prior written consent any nonpublic personal information
that you obtain from us except to carry out the purposes for which we provided such nonpublic personal
Information:
(a)(iii) Comply with all applicable information security standards established by requirements of applicable law;
and
(a)(iv) In the event of a security breach or any other violation relating to any personal information under your
control or the control of a third party service provider with which you have contracted, you will pay any out-of-
pocket expenses incurred by us if we are involved in responding to such security breach, including paying the
cost of notifying individuals that information about them was subject to a security breach-
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29. Proper Instructions
(a) Duty to Act
Except as expressly provided in the Terms and Conditions, we wit! act for your account only pursuant to Proper
Instructions provided to us and we will have no duty to act in the absence thereof. As used herein, "Proper
Instructions" means your instructions or those of your authorized agent or attorney-in-fact designated by you on a
form reasonably acceptable to us and in accordance with the security procedures or other operational procedures
established by you and us in accordance with the Terms and Conditions, given orally either in person or by telephone,
or by facsimile transmission or by electronic mail or any electronic service that provides access to our Services,
setting forth in reasonable detail the specific transaction(s) involved and subject to such authentication procedures,
if any, as we may determine. Any Proper Instructions given by you to us shall not be effective until they are actually
received by us and we have had a reasonable opportunity to act upon such instructions. You agree that we may act
upon and shall incur no liability in acting upon any such instructions as reasonably understood by us, provided that
such instructions reasonably appear to be genuine to us. You agree that you are responsible for and we may rely
upon the accuracy and authenticity of all data and other information ftjrnlshed to you by your employees and agents.
You acknowledge that we reserve the right to decline to accept any Proper Instructions or to execute any
transaction{s) for your account in our sole discretion. We shall in no event have any responsibility to accept Proper
Instructions or to otherwise act with respect to your account unless indemnified to our satisfaction. Nothing in this
provision, however, obligates us to honor, either in whole or in part, any transaction or instruction that (i) is not in
accordance with any condition agreed upon between you and us in the Terms and Conditions or in any other
agreement between you and us; (ii) we have reason to believe may not be authorized by you; (iii) exceeds any
transaction limit. Funding Limit, or daily limits imposed by us on your transactions; (iv) exceeds your collected and
available funds on deposit virith us; (v) involves funds that are subject to a hold, dispute or legal process which
prevents their withdrawal; (vi) violates any provision of any applicable risk control program of the Federal Reserve
Bank or any rule or regulation of any federal or state regulatory authority; or (vii) for the protection of you or any other
party, we have reasonable cause not to honor.
(b) Unauthorized instructions
You agree that we are not obligated to follow any instructions purported to be from you or any person representing
you or any other person unless such instructions are provided to us in accordance with the Terms and Conditions
and any security procedures or other operational procedures we may put in place from time to time. You also agree
that we are not obligated to provide any notices regarding transactions for you to any person other that the authorized
representative designated by you to receive such notices in accordance with the Terms and Conditions and our
procedures in place from time to time.
30. Proprietary Information
You acknowledge that all User Materials, any Software or systems (collectively, "Proprietary Information") used in providing
the Services and all information relating thereto are our proprietary properties or properties which we are authorized to
sub-license and have great commercial value. You acknowledge that you acquire no property or proprietary rights in the
Proprietary Information as a result of your use of the Services. You agree to protect the confidentiality of these materials.
You agree that you will not distribute, alter, recompile, disassemble, reverse engineer or make, publish or distribute any
derivative work from the Proprietary Information, nor shall you obscure, alter or remove any copyright, trademark, service
mark, patent notice or other proprietary notice that is placed on the Proprietary Information. You agree to destroy, delete
or return to us such Proprietary Information upon our request or upon termination of the Services. You agree to promptly
notify the Bank (with confirmation in writing) of any compromise or disclosure, or reasonable suspicion of compromise or
disclosure of, or security breach involving any Proprietary Information
31. Recording and Use of Communications
You agree that all communications or data transmissions between you (or your authorized representatives) and us may be
monitored and/or electronically recorded and retained by us. You agree that we may produce such communications or
data transmissions as evidence in any proceedings brought in connection with the Terms and Conditions or any Service.
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32. Responding to Legal Process or Investigations
If we receive a request for information regarding account activity or transactions from a third party with a legal right to
request such information (such as a Federal Reserve Bank or ACH Operator, a state or federal banking regulator with
jurisdiction over our operations, law enforcement officials with apparent legal authority to request or require such
information or private parties with apparent authority to require disclosure of such information under legal process), you
agree to reimburse us for any costs associated with responding to such request, including, but not limited to, the costs of
production of such information (including research, copying and shipping, costs of appearing at depositions or interviews,
costs of correspondence, and costs of court filings or appearances in the event we believe it is prudent to make such filings
or appearances to protect your rights (or, in the case of Third-Party Senders of ACH Entries, the rights of your Originators).
We may request your assistance with or participation in such response, and if we do so. you agree to assist us and
cooperate with us as reasonably requested.
33. Severabilitv
Should any term, condition or provision of the Terms and Conditions be found to be invalid, illegal or unenforceable, such
finding shall in no way affect the validity or enforceability of the other terms and provisions of the Terms and Conditions
which shall be construed as valid and enforceable as if the invalid or unenforceable term, condition or provision was never
a part of the Terms and Conditions.
34. Termination
We may terminate any or all Services immediately upon providing notice of such termination to you and you may terminate
any or all Services upon giving us not less than ten (10) days prior written notice of such termination. From and after the
effective date of such termination, neither you nor we shall have any further rights or obligafions to the other under the
terms of this Booklet; provided, however, that any obligations or liabilities of either party to the other party which have
accrued prior to the effective date of the termination shall continue to be enforceable against the party so bound until such
obligations or liabilities have been fully paid or satisfied. The provisions in Sections 2, 9.15,16,19, 20, 21, 23,24, 25. 27,
30. 31, 32, and 33 shall survive the termination of the Service.
35. Training
We will provide you with our standard User Materials and other documents for the Services you request. These User
Materials and other documents contain instructions for using the Services. We will not provide to you or your employees
any specialized, customized or individualized training for the Services (except in accordance with special arrangements
and subject to such fees and charges as we may mutually agree).
36. Your Agents
You assume sole responsibility for any actions performed on your behalf by your agents or contractors. You agree that we
have no duty to monitor, detect or report any errors, omissions, or unlawful activities by your agents or contractors.
TFRMS AND rONDTTTONS FOR SPFCIFTC SFRVTCKS
37. Account Analysis Services.
(a) Checking Account
If you use Cash Management services, we reserve the right to require that you have an Analyzed Business Checking
Account. The statement is generated based on a calendar month, although your account may settle other than
monthly. The average monthly Available Balance in an Analyzed Business Checking account may earn an "Earnings
Credit" which may be applied against that month's service fees for the account An Earnings Cr^it in excess of the
total monthly service fees cannot be credited to the account as interest. The Earnings Credit is calculated on a
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365/366-day year basis using an "Earnings Credit Rate" which is a variable rate established by us. As the factors
used to determine the rate change, the Earnings Credit Rate will vary.
(b) Thirty-Day Reporting Period
You agree to promptly examine each Analyzed Business Checking Account statement received from us to promptly
report any erroneous debit or credit. You Either agree that within thirty (30) days after we mail or othenwise make
your statement available, you will report to us any claim for credit or refund due. Within 30 days after we mail or
otherwise make your statement available, you will report to us any claim for credit or refund resulting from a forged,
unauthorized or missing endorsement. Without regard to care or lack of care on our part, if we do not receive notice
within the time frames specified above, we are released from all liability for the item(s) charged to your account and
for all other transactions or matters covered by your statement.
38. Account Reconcilement Services
If your business writes a significant number of checks each month, our Account Reconcilement Services may help simplify
your bookkeeping procedures. Our Account Reconcilement Services also help you to increase audit control of your
checking account(s) and, depending on the Account Reconcilement Services you request, provide you with tools to help
authenticate that a check was issued by you prior to it being paid. Your enrollment in Account Reconcilement Services
does not alter your obligations to keep your check stock safe and to adopt other security measures, or to promptly review
account activity and report to us checks paid with missing signatures or with altered information, or to check the
endorsement on paid checks.
(a) Traditional Service
This is our full Account Reconcilement Service for each account. You agree to provide us Issue Information on
checks you have Issued within the timeframes and in the manner described in the User Materials. At the end of each
accounting period, such as we agree, we provide you with the status of all checks you have issued, including paid,
outstanding, exception, stopped, voided, and cancelled checks. The previous month's outstanding checks are
carried forward and the dollar amounts balanced for each period. You agree to add to your Issue Information all the
items identified by us as not matching Issue Information.
(b) Partial Reconcilement Service
Under the Partial Reconcilement Service, each accounting period, we send you a report of all checks paid within that
period.
(c) Deposit Reconcilement Service.
Under the Deposit Reconcilement Service, if you have multiple business locations depositing to a single deposit
account, we will segregate deposits by location.
You may customize your Account Reconcilement Services by the manner in which you receive your paid check information.
We offer images of paid checks on CD-ROM through our ImageExpress product or you may receive transmission or paper
report.
39. ACH Blocked Service
The ACH Blocked Service is designed to permit you to protect your designated account(s) from ACH Credit Entries and/or
ACH Debit Entries. For the security of your account(s) you may vwsh to block all ACH Entries or block ACH Entries
originating from specifically designated Originators. You must identify, in a form satisfactory to us, the specific originators
whose ACH Entries you wish to block and provide the information required by us. You may opt to restrict Entries to a
maximum dollar amount. You may further opt to set an expiration date for permissible Entries and, if you do so, Entries
received after that designated expiration date will be rejected and returned to the Originator as unauthorized. Blocked
Entnes are limited to those received by us from external sources not directly related to us. We may opt not to restrict Entries
that are: internal Entries originated for payment of fees owed to us. charges for services provided by our vendors in
connection with any Service provided to you, payments or transfers originated by us or by one of our vendors in connection
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with Services provided to you. You acknowledge that unless tax payments are specifically authorized through the Service
prior to receipt by us, the Service will cause those payments to be rejected. The following Services are also available to
you if you enroll in the ACH Blocked Service.
(a) ACH Filters
ACH Filters allows certain pre-authorized ACH Debit Entries by designate Originators to post against your deposit
account. Pre-authorized ACH Debit Entries will flow through the normal ACH processing system and post to your
deposit account(s). ACH Debit Entries that do not match the criteria of the ACH Filter will be prevented from
posting to your deposit account(s) and vwll be returned to the Originator, ACH Filters do not expire as long as you
are enrolled in the Service.
(b) ACH Positive Pay
This Service permits you to preauthorize ACH Entries by designated Originators and to view and decision (honor
or reject) non-preauthorized ACH Entries each Banking Day through the Internet using a login available through
the ACH Positive Pay URL. ACH Entries that you choose to pay will flow through the normal ACH processing
system and post to your deposit account(s). ACH Entries that you choose to reject will not post to your deposit
account{s) and will be returned to the Originator. Any ACH Entry for which you do not make a decision to pay or
reject by 2:00 p.m. Pacific Time will be rejected automatically. Your System Administrator(s} has the authority to
grant additional users access to the ACH Positive Pay system.
ACH Debit Entries received prior to the setup of the ACH Blocked Service (including ACH Fitters and/or ACH Positive Pay)
may be posted to your deposit account(s) in accordance with the NACHA Rules (as defined in this Booklet). Enrollment
In the ACH Blocked Service is required to use ACH Filters and ACH Positive Pay
You acknowledge that your failure to use the ACH Blocked Service (including ACH Filters and/or ACH Positive
Pay) could substantially increase the likelihood of undetected fraudulent activity on your deposit accounts) and
that it is neither unreasonable nor unreasonable under the circumstances for us to require you to use our ACH
Blocked Service (Including ACH Filters and/or ACH Positive Pay) upon request. You agree that if you fail to
implement the ACH Blocked Service (including ACH Filters and/or ACH Positive Pay) following our request that
you do so, you will be precluded from asserting any claim against us for paying an unauthorized, altered,
counterfeit or other fraudulent Item that the ACH Blocked Service (including ACH Filters and/or ACH Positive Pay)
was designed to detect or deter, and we will not be required to re-credit your deposit account or otherwise be
liable to you for paying such Item.
40. Assured Access Card ™ Services
The Assured Access Card Services are offered to qualifying employers and other persons that desire to offer individuals,
such as employees or independent contractors ("Individuals"), the ability to have payments made through a debit card as
an alternative to receiving pay or other disbursements by check or cash. We make the program ("Assured Access Card
Program") available through a Website hosted by a vendor ("Vendor") as a service provider to us. This Service enables
you to make disbursemente into a Bank of the West deposit account held with us, such deposit account Ijeing eligible for
FDIC Insurance. The debit card (an "Assured Access Card" or "Card") can be used at automated teller machines ("ATMs")
and at point of sale ("PCS") terminals wherever the MasterCard® or Star Acceptance Mark is displayed or wherever the
Debit MasterCard is accepted, to withdraw the funds as designated by you for allocation to the Individuals, Our provision
of the Assured Access Card Program is subject to the following terms and conditions.
(a) Solicitation for and Issuance of Cards
(a)(1) You must offer to each of the eligible Individuals, on a non-discriminatory basis, the opportunity to receive
payment of their disbursement payments by having such amount electronically loaded on a Card which an
Individual may use to withdraw cash at electronic terminals, pay for goods and services at merchants that accept
tiie Card, and to transfer funds to other Cards authorized by the Individual.
(a)(ii) You must not require any individual to receive his or her disbursement payments through the Card and must
offer to each Individual the option of receiving such payments by traditional paper check.
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(b) Advertising
(b)(i) You must display, in an appropriate and effective manner, any advertising or promotional materials provided
or required by us to infonn Individuals that Cards may be used, on a voluntary basis, to receive their regular
disbursement amounts.
(b}(ii) You have the right to use or display the proprietary names and symbols associated with Cards only while
we are providing the Assured Access Card Program to you or until you are notified by us to cease such usage.
(b)(iii) You must comply with all applicable rules and regulations conceming use of service marks and copyrights
of others that may be associated with the Assured Access Card Program.
(c) Cardholder Enrollment and Issuance of Assured Access Cards
. (o)(i) If an Indiwdual wshes to enroll in the Assured Access Card Program, you must use the Vendor-hosted
website to input all enrollment information into the system. By inputting an Individual's information in the system
and enrolling that Individual, you represent, warrant and certify to us that you have verified that the name, address
and other identifying information inputted are the true and correct name, address and other identifying information
of that Individual. You understand and acknowledge that Individuals are prohibited under United States law ti-om
receiving Assured Access Cards or participating in the Assured Access Card Program if such persons are
designated on certain United States Treasury lists of known or suspected terrorists, criminals or other prohibited
persons (the "Treasury Lists"), and that we will check the names provided by you against those lists and bar any
person whose name appears on any such list from participating in the Assured Access Card Program. You
therefore acknowledge that accurate and complete Identification of Individuals is a matter of vital national security,
and you represent, warrant and covenant that you will use all necessary means to ensure that such identifying
information provided to us is accurate and complete.
(c)(ii) After checking names of Individuals against the Treasury Liste and confimiing that an Individual is not named
on such Treasury Lists, we shall issue a BOW Assured Access Card to such Individual and send the Card to the
Individual with a Cardholder Agreement. The Cardholder Agreement shall provide that use of the Card Is subject
to all the terms and conditions contained in the Cardholder Agreement The Individual will also be informed that
a personal identification number ("PIN") has been set for the Card, which PIN shall be the last four digits of the
Individuars telephone number, as provided by you. The Individual shall be required to activate the Card by calling
an 800 telephone number and changing the PIN to a number designated by the individual. Once the Individual's
Card is activated, the Individual shall be a "Cardholder." We may deliver the Card, Cardholder Agreement and
any ancillary documents (the "Document Package") directly to the Individual or may deliver the Document
- Package to you to deliver to the Individual. You agree to provide the entire Document Package as provided by
us to any Individuals if requested by us.
(c)(iii) The Assured Access Card will give the Cardholder electronic access to his or her Card funds, as described
in our current schedule of fees and charges for the Assured Access Card Program.
(c)(iv) You must send funds to the Account via a deposit transaction and send infomiation ("Allocations") to us
with respect to the allocation of fonds to each Cardholder. You must coordinate between us and the Cardholders
all matters related to participation in the Assured Access Card Program.
(c)(v) We will issue all necessary new and replacement Assured Access Cards to the Cardholders, in such form
as we detennlne, and with such ATM, POS and other marks or logos on them as we determine. We may change
its affiliation with any ATM or POS networks at any time. In the event that it does so, however, vye shall not be
obligated to issue replacement Assured Access Cards to those existing Cardholders.
(c)(vi) In the event that any Cardholder terminates his or her participation in the Assured Access Card Program or
such Cardholder's participation is terminated for any reason, you must cease funding the Account with funds for
that Cardholder. The Cardholder will continue to have access to his or her funds on the Card or such funds will
be disbursed to the Cardholder in accordance with the Cardholder Agreement.
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(c)(vii) If a Card has a negative balance or overdraft, we will apply the next available deposit to the Card to recover
such overdrawn funds, If such deposit occurs. You will not be responsible for the amount of any overdraft on any
Card, or for losses that result from fraud or from lost or stolen Assured Access Cards, except to the extent that
such losses are caused by any negligent or intentional act or omission by you or any agent of yours.
(c)(viii) You virill be bound by and comply with the Terms and Conditions and applicable state and federal laws and
regulations, our policies related to Assured Access Cards and rules and regulations of any network or
clearinghouse through which funds are transmitted in connection with the Assured Access Card Program.
(c)(ix) You must notify us of all Individuals that you have authorized to access the Assured Access Card Program
website hosted by Vendor ("Authorized Users"). If an Authorized User's employment is terminated by you, or the
Individual is otherwise no longer eligible to participate, you must immediately notify us and we will promptly
terminate such Authorized Users access to the Assured Access Card Program website.
(d) Credit of Allocations to Cards
(d)(i) You must fund the Account via a deposit transaction and must transmit the Allocations to us for each deposit.
(d)(ii) In the event that you fell to deliver in a timely manner or otherwise, funds or Allocations to us, you will be
solely responsible for notifying your Cardholders that funds may not be credited to their Cards until the funds and
Allocations are received and ^lly reconciled.
(d)(iii) Subject to the terms and conditions of the Terms and Conditions, applicable laws, rules and regulations,
and the respective Cardholder Agreement, we will credit the designated Card in the amount of each corresponding
Allocation received by us. We will have no liability for failure to effect credit to the Account or the Cards due any
failure of funds or Allocations to be delivered to BOW in a timely manner.
(d)(iv) We may reject any Allocations received on behalf of you. You shall have no right to reverse an Allocation
after we have received such Allocation, except in accordance with applicable laws, rules and regulations.
(d)(v) You will use the format as provided to you by us for transmission of Allocations.
(d)(vi) You will have the ability to access information regarding the Cards and deposits to the Account through the
Vendor-hosted website.
(d)(vil) Individuals will have ttie ability to access information regarding debit and credit transactions on their Cards
via voice response unit ("VRU") hosted by Vendor, through live telephone customer service hosted by Vendor,
and by access through the Vendor-hosted website. Vendor will provide a written record of Card transactions to a
Cardholder covering the most recent 60-day period upon the Cardholder's oral or written request.
(d)(viii) You will provide to each Cardholder, on each applicable disbursement date, a written, itemized
disbursement statement showing the Cardholder's gross payment for the payment period in question, all required
and authorized deductions, and the Cardholder's net payment for such payment period.
(d)(ix) You must at all times comply vwth all applicable laws regarding payment of each Cardholder's disbursement
and related matters.
(d)(x) You must set up and maintain a system in accordance with all applicable legal requirements, to store and
maintain Cardholder payroll records in such a manner so as to allow you to forward, within twenty four (24) hours,
copies of any backup material requested by us regarding amounts authorized by you to be loaded on a Card.
(e) • Correction of Errors
We will make reasonable efforts to act upon your request to cancel or amend an Allocation but shall have no
liability for failure to do so in any specific timeframe or before funds are withdrawn from a Card. You will remain
liable to us, which may seek immediate payment from you, for any Allocations already credited to a Card.
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(f) Your Warranties
You warrant that each Allocation shall be for an amount (i) due to the Cardholder and not subject to any claims
by you or (11) duly authorized to be disbursed to the Cardholder. If the BOW Payroll Card is used for the payment
of wages, you further warrant that it is in compliance with all applicable Rules governing the payment of wages
(g) Individual Validation
You certify that Individuals have completed and complied with all appropriate Enrollments and associated
procedures, and that you have verified each Individual's identification. We have the right to audit Cardholder files
for purposes of verifying how you conducted the identity verification at a mutually agreeable time and location.
41. Cash Vault Services
Under cur Cash Vault Services, we offer both Traditional and Remote Cash Capture Cash Vault Services.
(a) Traditional Cash Vault Service
The Traditional Cash Vault Services allow you to make withdrawals of cash and deposits of cash and items to one
or more designated cash vault locations approved by us. You agree to make any such deposits in accordance with
any User Materials we may provide to you. and that any failure to follow our instructions may result In delay in posting
of your deposit
(a)(i) Armored Courier Serwce -You must arrange with an armored courier for the delivery of deposits to us
and/or for the pick-up and delivery of currency and/or coin from a designated cash vault location for each of your
location{s). Each of your locations must be established with the Bank and have a profile in the system before
deposits will be accepted at any of our designated cash vault location(s). The armored courier acts as your legal
agent. You agree that ail currency, coin, checks and other property that is in the possession of the armored
courier legally remains in your possession until it is physically released to and accepted by one of our designated
cash vault location(s). You agree to work with your courier should there be any discrepancy between what you
believe you delivered to the courier and the amount accepted by us.
(a)(ii) Credit To Your Account - Any credit to your accounts prior to our verification of a deposit is provisional
credit only and may be corrected. Our verification of deposits is conclusive and binding on you. You waive any
discrepancy between your records and our records if your claim is not made within thirty (30) days of the original
assumed deposit date.
(a)(iii) Tampered Bags-We do not knowingly accept bags that display evidence of tampering. Should we accept
a deposit bag and notice any evidence of tampering, we will open the bag using our established security
procedures (including opening the bag in dual custody), but you agree that we are not liable for any shortage
within any shipment that is not distinctly and securely sealed in accordance with our instructions.
(a)(iv) Traditional Cash Vault Cash Order Service - In connection with any coin and currency you order from our
cash vaults, you authorize us to debit your account (i) on the day that such coin and currency are available for
release from such cash vault to your armored courier, or (ii) on the day that we deliver such coin and currency to
another location for pickup by your armored courier, as applicable. Each time you use our Traditional Cash Vault
Cash Order Service, you represent and warrant that you have sufficient collected and available funds in your
account for each change order requested by you. We have no obligation to release any coin and currency ordered
by you unless there are sufficient collected and available funds in the designated account or sufficient funds under
a line of credit to pay for such order at the time scheduled for release of the coin and currency to the armored
courier.
(b) Remote Cash Capture Service
Remote Cash Capture Service (the "RCC Service") allows you to receive provisional credit for currency placed into
and validated by a smart safe (the "Safe"). Currency placed into and validated by the Safe shall be referred to as
"Safe Currency." You agree that for the Safe to be eligible for the RCC Service, it must be installed at a location
designated and approved by us ("Safe Location") Subject to cutoff times and other provisions contained in this
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Booklet, we may provide you with provisional credit for Safe Currency; such provisional credit will be subject to
subsequent verification and/or adjustment by us at cur designated branch or cash vault location ("Designated
Location'). You agree that Safe Currency and non-currency items contained in the Safe legally remain in your
possession until physically released to and accepted by us or our agent at the Designated Location. The RCC
Service shall be governed by this Booklet, except as othenwise provided herein.
(b)(i) Your Responsibilities Concerning RCC Safe and Armored Courier Provider - You are solely
responsible:
• For the procurement, whether by lease, sale or otherwise, of the Safe from one of the Bank's approved
armored couriers;
• For the installation and servicing of the Safe;
• For any subsequent removal of the Safe;
• For complying with all terms and conditions of your agreement with the armored courier that provides
the Safe;
• For registering your Safe's location with Bank;
• For preparing deposits for non-currency items placed in the Safe's manual drop; and
• For engaging an armored courier to remove the Safe Currency and any manual drop items from the
Safe and to transport the same to the Designated Location not less than each seven (7) days.
We expressly disclaim any responsibility or liability for your arrangement with the armored courier.
Each of your Safe Locations must be reported to the Bank and have a profile in our system before electronic
deposit information will be acx^pted for processing by frie Bank or before Safe Currency will be accepted at
any of our Designated Location(s). You are not required to prepare deposit and/or duplicate deposit slips
with respect to Safe Currency, as deposit information regarding such Safe Currency will be securely transmitted
to us in an electronic file from the Safe. Manual drop items will be picked up when your Safe is serviced and
delivered with the Safe Currency to us at a Designated Location for processing as a traditional deposit. You will not
receive provisional credit for any items (including currency) placed In the Safe's manual drop. You agree that
the armored courier you engage to transport your currency and items to us will meet the requirements set by the
Designated Location; and further agree that the armored courier is at all times your agent, not ours, except as
otherwise provided herein.
(b)(ii) RCC Cutoff Times-The Bank's end of day cutoff time for Safe Currency is 10:00 pm Pacific Time ('End
of Day Cutoff). Safe Currency reported to the Bank on the Banking Day prior to the End of Day Cutoff will be
provisionally credited to your deposit account the same Banking Day. Safe Currency received after the End of
Day Cutoff, or on a non-Banking Day, will be provisionally credited to your deposit account as of the next
Banking Day.
(b)(iii) Provisional Credit - Until final verification at the Designated Location, any credit provided for Safe
Currency is provisional credit which is the amount credited to your designated deposit account when the Safe
sends its electronic updates to us upon your deposits of currency into the Safe. Safe Currency will be available
to you for all purposes subject to the End of Day Cutoff. Safe Currency may be the subject of legal process.
(b)(iv) Settlement - Upon receipt of the Safe Currency at the Designated Location, the Safe Currency will be
verified and, at that point, the provisional credit for the Safe Cumency shall be deemed final credit. In the event
of a discrepancy (regardless of the reason for the discrepancy) between the Safe Currency amounts
transmitted In the electronic file from the Safe and the Safe Currency amounts verified at the Designated
Location, an adjustment shall be made to your deposit account. Information concerning such adjustments will
be reflected In your deposit account statements and, in some cases, In written or electronic advices and
reports produced through our Internet Banking Service.
(b)(v) Armored Courier Scheduled Pickups - Each Safe Location requires a minimum of one armored courier
pick-up per a rolling seven (7) calendar day period. You agree to establish and maintain an armored courier pick
up schedule that minimizes the aggregate amount of Safe Currency kept across all of your Safes.
(b)(v) Umitations of Uability - YOU ASSUME ALL RISK OF LOSSES FOR ANY SAFE CURRENCY UNTIL SUCH
CURRENCY IS RECEIVED AND VERIFIED BY US AT A DESIGNATED LOCATION. YOU ACKNOWLEDGE
THAT WE DO NOT PROVIDE. NOR DO WE MAKE ANY RECOMMENDATIONS REGARDING THE
SAFE. WE HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND OF NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED. AS TO ANY MATTER
WHATSOEVER. INCLUDING THE SUITABILITY OF THE SAFE, ITS' DURABILITY, ITS' CONDITION. ITS'
QUALITY. AND/OR ITS' RELIABILITY. ACCORDINGLY, WE ALSO DISCLAIM ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE WHETHER ARISING BY
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OPERATION OF LAW OR OTHERWISE. WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY LOSS.
DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE SAFE OR
ANY FILE TRANSMITTED FROM THE SAFE, HOWEVER ARISING OR THE USES THEREOF OR THE
FAILURE OF ANY OPERATION THEREOF, NO REPRESENTATION OR WARRANTY AS TO THE SAFE OR
ANY OTHER MATTERS BY OTHERS SHALL BE BINDING UPON US OR IMPOSE ANY LIABILITY UPON US
NOR SHALL THE BREACH OF SUCH RELIEVE YOU OR IN ANY WAY AFFECT ANY OF YOUR OBLIGATIONS
TO US HEREIN.
IF THE SAFE IS NOT SATISFACTORY FOR ANY REASON, YOU SHALL NOT MAKE ANY CLAIM ON
ACCOUNT THEREOF AGAINST US. REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER AGAINST US FOR LOSS OR ANTICIPATORY PROFITS OR ANY OTHER INDIRECT SPECIAL
OR CONSEQUENTIAL DAMAGES.
(b)(vi) Supplemental Representations and Warranties - In addition to the representations and warranties set forth
in this Booklet, you represent and warrant to us that (a) you have given or procured, as the case may be, all
necessary consents and approvals for our accessing of your information and/or information of the armored courier,
as we deem appropriate, for purposes of this Booklet; and (b) you and/or the armored courier as your agent
shall safeguard all Safe Currency and non-currency items until delivery of the same at the Designated
Location and commencement of verification.
(b)(vii) Security Breach or Loss of Safe Currency - In the event that (a) the security of the Safe is breached
prior to such delivery and commencement of verification at the Designated Location; (b) delivery of the Safe
Currency to the Designated Location is delayed; and/or (c) the Safe Currency never reaches the Designated
Location (regardless of the reason), we may reverse and/or adjust any credit, provisional or otherwise, provided
with respect to such Safe Currency. You agree to notify us promptly in the event of any such security breach,
delay, or loss of Safe Currency.
(b)(viii) Supplemental Termination Provisions - In addition to our termination rights in Section 34 of this Booklet,
we may immediately terminate your use of the RCC Service in the event; (a) you breach, or permit the breach of,
the security of the Safe; (b) we determine that you have failed to maintain a financial condition that we deem to
be reasonably satisfactory to minimize any credit or other risks to us in providing the RCC Service or \we deem
immediate termination to tre necessary or appropriate to prevent a fi nancial loss to us; (c) you breach any
provision of this Section 41; and (d) we, in our sole disaetion, determine that the RCC Service is no longer
feasible or desirous for us to continue to offer.
(c) General Terms and Conditions Applicable to All Cash Vault Services
The use of the Cash Vault Service to make bulk shipments of currency is strictly prohibited. This includes bulk
shipments of currency from both foreign and domestic locations. Bulk shipments of currency means the use of
common, independent, or Postal Service air/land/sea carriers to transport large volumes of bank notes (U.S. or
foreign) from sources, which often take the form of containerized cargo, either inside or outside the United States to
a bank in the United States.
42. Controlled Disbursement Subscriber Service
Under the Controlled Disbursement Subscriber Service, we act as your agent to open and maintain a deposit account with
our servicer ("Servicer") ("Controlled Disbursement Account"). Writing checks on the Controlled Disbursement Account is
the only activity permitted on the Controlled Disbursement Account. You must also maintain a funding account ("Funding
Account") with us and must maintain sufficient Hinds in the Funding Account to fund all activity in the Controlled
Disbursement Account. So long as there are sufficient funds in the Funding Account, we will make deposits to the
Controlled Disbursement Account in an amount adequate to meet each day's presentments.
(a) Required Documentation
You must complete and return to us account application documents to open an account with Servicer. You agree to
provide whatever information and authorizations are necessary to allow us to act as your agent in opening and
controlling the Controlled Disbursement Account, including obtaining all account records on the Controlled
Disbursement Account. As your agent, we have the exclusive right to make deposits to and to manage the Controlled
Disbursement Account. This includes, without limitation, the right to issue return or stop payment instructions with
respect to checks written on or presented against the Controlled Disbursement Account.
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(b) Information Reporting
The Servicer requires that you must agree to subscribe to and maintain a subscription to one of our electronic
information reporting Services. On each Servicer's Banking Day which is also a Banking Day, we will receive
information from Servicer regarding the funding requirement on your Controlled Disbursement Account We will
make this Information available to you by 7:45 a.m. Pacific Time on each of our Banking Days. We will determine
the collected balance in your Funding Account as of 11:00 a.m. Pacific Time. If there is a sufficient positive collected
balance to cover the day's presentments or if other acceptable arrangements have been made with us to cover
presentments against the Controlled Disbursement Account, we will Instruct Servicer to allow the checks to be paid.
We will, then debit the Funding Account for that day's presentments, if, however, the collected balance In your
Funding Account is insufficient, we may instruct Servicer to dishonor one or more of the checks presented against
the Controlled Disbursement Account that day. You understand and agree that Servicer will follow our Instructions
regarding payment or dishonor of checks presented against the Controlled Disbursement Account. If we instruct
Servicer to honor any check for payment against Insufficient funds or if Servicer honors any check against insufficient
funds, you Vinll hold us harmless from any losses sustained. If Servicer dishonors any checks presented based on
either instructions from us or if there are insufficient funds to honor the checks or if the check does not pass the
Servicer's check verification procedures, you agree to hold us harmless from any and all losses, claims or damages
you may have or assert as a result of the dishonor of the check(s).
(c) Pre-Fund
In the event that we are olosed on one of Sen/leer's Banking Days, you agree to pre-fund the amount which we
reasonably determine to be your average daily disbursement activity amount We will notify you of the pre-funding
amount prior to our closed Banking Day. The pre-funding amount and actual amount needed to fund the Servicer
(shortages owed by you to us and overages owed by us to you), shall be settled on our next Banking Day. You
agree you are not entitled to and will make no claims for compensation from either Servicer or us for excess
prefunding amounts.
(d) Returned Checks
We resenre the right to instruct Servicer to retum unpaid any check presented for payment against the Controlled
Disbursement Account in the event that (i) there are insufficient positive collected ftjnds in the Funding Account to
cover the checks presented on the Controlled Disbursement Account, (ii) debits cannot be posted because the
Controlled Disbursement Account is closed or because of any other condition or (ili) any communications failure or
other condition prevents us from monitoring the checks presented for payment at Servicer. If we should instruct
Servicer to pay those checks, you must pay us in immediately available funds.
(e) Stop Payments
You shall notify us no later than 1:45 p.m. Pacific Time each Banking Day of any checks drawn on the Controlled
Disbursement Account upon which you request a stop payment. We will notify Servicer of any stop payment orders
In the manner and within the time limits as have been established between us and Servicer. Stop payment orders
received by us after 1:45 p.m. Pacific Time will be effective beginning on our next Banking Day or, if applicable, on
Servicer's next Banking Day. You agree to give us written confirmation of all verbal or telephonic stop payment
orders within 14 Banking Days after the day upon which the order is made, and you understand and agree that failure
to give timely written confirmation may cause the stop payment order to expire. Should you fail to furnish timely
written confirmation of a verbal or telephone stop payment order, we may in our absolute discretion either cancel the
stop-payment order or leave it in place.
(f) MiOR Encoding
All checks to be used in connection with the Controlled Disbursement Account shall be magnetically encoded to
include serial number, transit routing number (043301601 for Servicer Pittsburgh accounts) and account number.
We shall provide you with Servicer's encoding specifications for checks prior to the initial order. You must supply us
with a group of fifty (50) voided checks from the initial order and from each reorder. These checks are for testing
purposes and will be returned to us with Servicer's findings. Servicer has the right to approve the form of all checks
utilized in connection with the Service.
(g) . Liability
You and we both acknowledge and agree that Servicer is not obligated to and will not verify or confirm the propriety
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or correctness of any action or omission by either you or us.
(h) Special Rules Governing Controlled Disbursement Account with Servicer
The terms and conditions outlined in our current Deposit Account Disclosure for Business Accounts shall be deemed
to apply to all Controlled Disbursement Accounts. The following provisions shall also apply. In the event of a conflict
between this Booklet and the Deposit Account Disclosure for Business Accounts the terms in this Booklet and the
User Materials shall control.
(h)(i) If you authorize action by any form of communication, such as telephone, online or in person, or if an
applicable security procedure calls for authorization by any form of communication, Servicer can rely on persons
identifying themselves by the designated form of communication as authorized individuals.
(h)(ii) Servicer reserves the right to charge any of your accounts with it if an item deposited is dishonored, returned
or not paid even if Servicer has not sent to you notice of the dishonor.
(h)(iii) Stop Payment requests on items issued from a Controlled Disbursement Account may be placed through
us or via the Web and must be received prior to the cutoff hour established from time to time. Both Servicer and
we require a reasonable time to act on stop payment requests. Reasonable time shall mean at least until the next
Banking Day following receipt of the stop payment request.
(h)(iv) The terms and conditions regarding the Controlled Disbursement accounts shall be governed by the laws
of^e Commonwealth of Pennsylvania.
(1) Alternative Check Storage Service
With this Service, you may receive a CD-ROM of checks presented against your Controlled Disbursement
Account(s).
43. Deposit Concentration Service
With this Service, you may initiate Payment Orders to transfer funds from your deposit accounts at other U.S. financial
institutions to your deposit accounts with us. You must meet any conditions on these transfers imposed by the other
financial institutions.
44. Direct Delivery of Checks
We make available the ability to make deposits to a processing center rather than to one of our branches. All deposits
made pursuant to this Service must meet the standards set in the User Materials. Deposits not prepared in accordance
with the User Materials may be rejected or delayed and we may impose additional fees for handling non-conforming
deposits.
(a) Courier
You must arrange with a courier for tiie pick up and delivery of your non-cash deposits to a designated location. The
courier acts as your legal agent. All items in the possession of the courier legally are considered to be in your
possession until physically released to one of our authorized locations.
(b) Deposit Recreation
You should be prepared to recreate your deposits in the unlikely event that your items are lost in transit. We will not
be responsible for items lost in transit.
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45. DirectPav Manager
(a) Service
Our DirectPay Manager Service is an application which allows you to perform multiple functions as a merchant to
initiate both ACH debit Entries and credit Entries to consumer or business accounts using an automated system.
You may initiate one-time or recurring entries. The service also enables you to initiate transactions to Debit or Credit
Cards. Entries may be made using an online tool called Virtual Terminal, add a 'Pay Now' button to a website, scan
checks for ACH Conversion and swipe Debit/Credit Cards for various Card transactions.
(b) Compliance
When using this service and initiating ACH or Card Entries, you must remain in compliance with the operational rules
of the National Automated Clearing House Association ("NACHA"), any card issuer rules, such as VISA®
International and MasterCard® International rules; all Federal, State and Local laws, rules and regulations that
govern ACH Entries, including but not limited to the NACHA Rules, Federal Reserve Regulation E, all applicable
Federal Reserve Operating Circulars, Title 31 of the Code of Federal Regulations Part 210 and regulations and
requirements of the Office of Foreign Assets Control ("OFAC")
(c) Authorization
You shall obtain authorization from each Receiver prior to requesting an Entry to that Receiver's account. You shall
retain proof of each Receiver's authorization for a period of two (2) years after receipt or termination of the
authorization, whichever comes later, or for the appropriate period designated by the Rules and Regulations.
(d) Submitting Entries
You shall submit, by facsimile, email or regular mail, fully executed Receiver's authorization forms In a accordance
with the specifications and forms provided by us from time to time; (ii) Check Conversion-Merchants shall, through
the use of a check reader and POS terminal, create a Debit Entry that will be transmitted to us (ill) All others shall
create a file or electronic message containing any Entry(ies) in accordance with the specifications and forms provided
by us from time to time, depending upon the specific format, and deliver the file or message to us via a pre-approved
method, which could include, electronic transmission. You will be responsible for the correctness, both as to content
and form, of all Entries submitted to us. If any Entry is not readable, out of balance, or unprocessable, it is your
responsibility to correct and resubmit the Entry to us. You must deliver each ACH Entry or file of Entries to us no
later than (5:00 PM PT] of the second business day before the Effective Entry Date or in accordance with the schedule
we provide. With respect to On Us Entries, the relationship t>etween you and us will be governed by the Rules and,
to the extent applicable, we agree to assume all the rights and obligations of both an ODFI and a RDFI, and you
agree to assume the obligations of an Originator and to make the same warranties to us as the RDFI as we would
be required to make pursuant to the Rules where we are the ODFI.
(e) initiate Transmission of Reports and Entry Files
You are solely responsible for communicating with us to receive daily reports and/or Entry files. We are under no
obligation to initiate a transmission of data to you.
(f) Processing Limits
We may impose a limit on the dollar amount of Entries we will process for you. This limit may be changed by us from
time to time, upon notice to you. The notice is effective when given or at such later time as is provided in the notice.
If you exceed the established limit, we may suspend Entry processing.
(f)(i) In some cases, our DirectPay Manager Services allow you to act as a Service Bureau Merchant, which means
you are originating ACH Entries on behalf of another merchant as Originator, as a Check Conversion Merchant,
which means you are a merchant originating ACH Debit Entries by means of a check as a sourre document, or
as a processor of credit card and ATM/debit card transactions. These Services are subject to the terms and
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conditions for Third-Party Senders under a separate agreement. If you are processor of credit card and ATM/debit
card transactions, you will also need to sign an agreement with a credit card processing third-party service
provider.
46. Electronic Commerce Service fECSl
The Electronic Commerce Service ("ECS") automates the exchange of business and financial information between you
and your trading partners using Electronic Data Interchange ("EDI").
ECS permits you to receive the accompanying EDI information from inbound ACH payments (you are the "receiver") in a
reporting format you request, or to originate outbound ACH payments from an EDI X12 (820 and 835) formatted payment
file (EDI X12 translation into NACHA formatted payment file) ("EDI X12 File(s)"), as outlined below.
(a) EDI Reporting
ECS services allows the accompanying information contained in ACH payments received by you (as the "receiver")
to be reported back to you via fax, secure data transmission or our Online Banking Services.
You must provide us the applicable accounts and information, the receiving vendor, and such other information as
we may reasonably request. You acknowledge that the data provided to you by us contains the information sent by
the Originator (as defined in Section 52). We are not responsible for data omitted by the Originator.
(b) EDI X12 File Translation Into NACHA formatted Payment Files
ED! X12 File Translation allows you or a third party contracted by you to generate EDI X12 Files and deliver such
EDI X12 Files via transmission to our third party servicer. The third party servicer will (i) translate the EDI X12 Files
into the required NACHA format; (ii) deliver the EDI X12 Files to us for settlement to your account; and (iii) present
the EDI X12 Files to the ACH network and RDFI(s) (as defined in Section 52) for posting to the recipient accounts.
EDI X12 Files that are received and converted into NACHA format for processing and distribution to the ACH
Operator by us are considered ACH Entries and will be transmitted and settled in accordance with the ACH
Requirements set forth in Section 52 In the event you use a third party to create and transmit the EDI X12 Files,
such third party will act as your authorized representative and you will be solely responsible for ensuring that your
third party complies with all of the requirements on your behalf.
The EDI XI2 Files must be formatted according to standard EDI file specifications (which are not furnished by us).
All new implementations will require successful file testing before going live. All cutoff times, credit limits, exceptions,
and processing rules found in Section 52 govern the handing of the NACHA formatted files.
47. Electronic Deposit Services
Our Electronic Deposit Services ("EDS") allow you to use software provided by us to create electronic images of paper
checks and drafts ("Items") as described in the Tenns and Conditions and in the User Materials and other guidelines as
we may communicate from time to time (each, an "Electronic Image") and to transmit an electronic file of such Electronic
Images and other information (collectively, the "Electronic File") to us for deposit to your checking account with us ("EDS
Account"). After we receive your Electronic File, we, at our sole option, use the Electronic File either: (a) to create substitute
check(s), that we present to the bank on which the Paper Item is either: (i) drawn or (ii) payable at or through (each, "Paying
Bank"); or (b) to generate one or more electronic files (from the original Electronic File) for presentment directly or indirectly
to Paying Bank,
(a) Conditions to Provision of the Service
As conditions to our providing the Electronic Deposit Services, you agree that you will: (a) maintain your EDS Account
and any other deposit accounts with us in good standing: (b) meet credit standards established by us from time to
time and provide financial information as requested by us from time to time; and (c) comply with the User Materials
and other guidelines and restrictions regarding the Electronic File as we may communicate to you from time to time.
You also agree that, absent our express written consent, you (i) will not deposit to any personal account any item
that is made payable to any business, (ii) will only deposit items in your EDS Account that are made payable in the
name in which your EDS Account is titled, and (iii) will not deposit items in your EDS Account that are payable jointly
to two or more persons or to any business in which two or more persons hold an interest unless the same persons
hold the same interests in the account in which the items are deposited.
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(b) License Grant
As part of the Service, Bank will provide guides, and other information about the Service ("Documentation'), the
hardware and Licensed Software. Customer is granted a non-exclusive, royalty-free (except for any Bank fee for
the Service), non-transferable, limited and revocable right to use the Documentation and Licensed Software solely
as a component in the Service. The Documentation and Licensed Software be used solely as contemplated by this
Terms and Conditions and shall at all times remain the sole and exclusive property of Bank and Customer shall have
no right, title or interest therein except as expressly provided in this Terms and Conditions. Bank and any third party
claiming through Bank reserve the right to protect its rights, title and interest in and to the Documentation and
Licensed Software by enforcing its rights against Customer directly. This license shall terminate when the Terms
and Conditions is terminated.
(c) No Grant
Nothing, in this Terms and Conditions shall be construed as a grant of any rights under any patent, mask work right,
copyright, trademark, service mark or license.
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(d) Creating Electronic Images and Transmitting Your Electronic File to Us.
You will use hardware meeting our specifications and our Electronic Deposit Service software to scan items that you
wish to deposit to your EDS Account by means of EDS and to transmit your Electronic File to us. The format of your
Electronic Fiie must meet our Electronic Check File specifications as established by us from time to time.
(e) Disposition of Imaged Checks
You agree that all Items belong to you and not to us and that those items shall be handled in accordance with the
Terms and Conditions and any User Materials. After receipt by us of any transmission by you to us of imaged Items
for deposit to your EDS Account, we will acknowledge by electronic means receipt of your transmission. Your
electronic transmission Is subject to proof and verification. If you do not receive an electronic notice of receipt wthin
one (1) hour of your transmission, you agree to contact your Bank representative. You agree to retain the originals
of all imaged items after validation in accordance with commercially reasonable standards and with your internal
procedures for not less than fourteen (14) calendar days or for such time as is required by and in accordance with
applicable law, statute, or regulation. Thereafter, in a commercially reasonable manner, you will destroy the originals
of all such imaged Items. You agree to take commercially reasonable steps to safeguard the originals of such imaged
Items until such time as they have been destroyed.
(f) Responsibility for Multiple Deposits of the Same Item
You agree to implement commercially reasonable procedures to ensure that no Item is deposited more than once
via electronic or other means, either vwth us or with any other financial institution, whether intentionaiiy or
unintentionally, whether as a result of fraud for any other reason whatsoever. You agree that the aggregate amount
of any Items which are deposited more than once vwii be debited from your EDS Account, and to the extent funds in
your EDS Account are insufficient to cover such amount; any balance shall be debited by us from any of your other
deposit accounts as determined by us in our sole discretion. You ftjrther ackno\A^edge that you, and not we, are
responsible for the processing and handling of any original items which are imaged and deposited utilizing EDS and
you assume all liability to the drawer of any item imaged using EDS or liability arising from our printing of any
substitute check from those images.
(g) Adjustments
You agree that in the event that an electronically captured Item is captured for an incorrect amount, we may make a
credit or debit adjustment to your account in order to correct the error. In the event that the adjustment amount is
$60 or less, the correction cannot be made through the electronic system, and you agree to reconcile the correct
amount directly with the maker of the item.
(h) Processing Your Electronic File
If you transmit your Electronic File to us before the cut-off time we separately disclose to you on any day which is a
Banking Day, we will review and, if appropriate, process your Electronic File on that Banking Day. If you transmit
your Electronic File to us after the cut-off time on any Banking Day, we will review and, if appropriate, may process
your Electronic File on the next Banking Day.
(i) Exception Items
When we review and process your Electronic File, we may reject any Electronic Image that we, in our sole discretion,
determine to be ineligible for EDS (each, an "Exception Item") including, without limitation, Electronic images of any
item not payable to you or as identified in above. Electronic Images of Items drawn on banks located outside the
United States, items drawn on U.S. banks in foreign currency, Electronic Images that are illegible (due to poor image
quality or otherwise). Electronic Images of Items previously processed. Electronic Images previously converted to
substitute checks, and Electronic Images with unreadable MICR infomnation. Each Banking Day on Vi1;)ich we review
and process your Electronic File, we will notify you of all Exception Items. You agree that If you wish to attempt to
deposit any Exception Item to any of your deposit accounts with us, you will only do so by depositing the original
Paper Item on which the Exception Item is based. You acknowledge and agree that even if we do not initiaily identify
an Electronic Image as an Exception Item, the substitute check created by us therefrom may nevertheless be
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returned to us because, among other reasons, the Electronic Image is deemed illegible by Paying Bank. Our failure
to identify an Exception Item shall not preclude or limit the obligation of you to us. In the event an Electronic Image
is an Exception Item because it is illegible or otherwise unusable by us, you must either provide a usable original or
copy or, if the original or copy is unusable, obtain a usable document from the maker and submit that usable
document to us. Failure to provide a usable version will result in the Exception Item being debited ti'om your EDS
Account.
(j) Your Special Representations and Warranties for Each EDS Deposit
You represent and warrant to us for each EDS deposit
G)(i) You vwll use EDS only for Items that are payable to or endorsed or deposited by you and that are not ineligible
for any of the reasons described above as Exception Items.
G)(ii) You will mafntaln control over and responsibility for retention and destruction of original Items. In that regard,
you are responsible for the safekeeping of all original Items and other sensitive information in accordance with
applicable law and commercially reasonable industry standards.
G)(iii) You vwll destroy original Items from which you have previously created and submitted to us an Electronic
Image In accordance with the rules stated in the Disposition of Imaged Checks section.
(j)(iv) You vil! maintain control over and responsibility for any and all sensitive electronic data relating to consumer
information. Said data includes but is not limited to consumer names, addresses, and account numbers. Pursuant
to the previous paragraph. You are responsible for the safekeeping of all electronic data and notification of any
compromise of such data.
(j)(v)' You viflll not submit any duplicate Electronic Images to us.
G)(vi) You will not deposit to your EDS Account or otherwise negotiate any original Item from which you have
prevriously created and submitted to us in an Electronic File or which was previously presented at another bank,
and shall not deposit to any account or othenwise negotiate at another bank any original Item which you have
previously submitted to us an Electronic File, unless we have notified you that the Electronic Image is an Exception
Item.
G)(vil) You will transmit to us only Electronic Images that are suitable for processing, including, but not limited
to. Electronic Images that are legible and contain readable MICR data.
G)(viii) You agree to notify us immediately if duplicate items are transmitted to us using EDS or if a duplicate
deposit is made either to us or to any other financial Institution. You agree to cooperate with us in identifying
duplicate items.
G)(ix) You agree to not reverse, decompile or reverse engineer the Licensed Software.
G)(x) You agree to use commercially reasonable efforts to protect and secure the Documentation and Licensed
Sof^are against, and prevent any improper use and/or theft thereof,
(j)(xi) You shall not, without our consent, combine Into any system, the hardware or Licensed Software, and that
the hardware and Licensed Software shall be used exdusively in accordance with the Documentation.
(j)(xii) You agree to, upon our request following termination of the Service, return to us the Licensed Software and
Documentation at a time and in the manner agreed upon by us.
(k) Availability of Items; Rules Governing Items
(k)(i) You agree that Items deposited to your EDS Account will be made available to you on the schedule provided
to you in your User Materials.
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(k)(ii) You agree that Items deposited to your EDS account are governed by the Uniform Commercial Code just
as if the Items had been deposited to your account in paper form.
48. image Clearing Service.
(a) Description of Service.
Our image Clearing Service ("ICS"} allows you to use your own hardware and software to create electronic images
of paper checks and drafts (paper checks and drafts shall be called "Paper items") as described in these Terms and
Conditions and in the User Materials and other guidelines as we may communicate from time to time (each, an
"Electronic Image") and to transmit an electronic file of such Electronic Images and other information (collectively,
the "Electronic File") to us for deposit to your checking account with us ("ICS Account"). After we receive your
Electronic File, we, at our sole option, use the Electronic File either: (a) to create substitute check(s), that we present
to the bank on which the Paper Item is either: (i) drawn or (ii) payable at or through (each, "Paying Bank"); or (b) to
generate one or more electronic files (from the original Electronic File) for presentment directly or indirectly to Paying
Bank.
(b) Conditions to Provision of the Service.
As conditions to our providing the Image Clearing Services, you agree that you will:
(b)(i) maintain your ICS Account and any other deposit accounts with us in good standing;
(b)(ii) meet credit standards established by us from time to time and provide financial information as requested by
us from time to time;
(b)(iii) use the Service for you alone and not for any third party, absent our express written consent,and
(b){iv) comply witfi the User Materials and other guidelines and restrictions regarding the Electronic File as we
may communicate to you from time to time.
You also agree that you
(b)(v) will not deposit to any personal account any item that is made payable to any business (without pre approval
by your Relationship Manager,
(b)(vi) will only deposit items in your ICS Account that are made payable in the name in which your ICS Account
is titled, and
(b)(vii) will not deposit items in your ICS Account that are payable jointly to two or more persons or to any business
in which two or more persons hold an interest unless the same persons hold the same interests in the account in
which the items are deposited.
(c) Creating Electronic Images and Transmitting Your Electronic File to Us.
(c)(i) You will use your hardware and software to scan Items that you wish to deposit to your ICS Account by
means of the ICS Services and to transmit your Electronic File to us. The format of your Electronic File must meet
our Electronic Check File specifications as established by us from time to time.
(c)(ii) You are responsible for ensuring the Electronic Image is a legible, accurate representation of the front and
back of the eligible check. Electronic Images must meet the image standards, as outlined in our Image Clearing
Services File Specifications document. You also are responsible for ensuring the MICR line information from the
original check is accurately scanned, entered or repaired for each Electronic Image.
(c)(iii) You recognize that a Electronic Image may not capture or include all security features contained in the
original check, such as watermarks. You are responsible for any loss or failure to collect a Electronic Image that
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results from an ihaccurate or illegible Electronic Image or your failure to provide full and correct MICR data or
dollar amount for a Electronic Image.
(c)(iv) You will transmit Electronic Images to us according to the transmission deadlines provided to you by us
from'time to time. A Electronic Image file shall not be deemed received by us until we receive the Electronic
Image file.
(d) Disposition of Imaged Checks.
You agree that all Paper Items belong to you and not to us and that those Paper Items shall be handled in accordance
with these Terms and Conditions and any User Materials. After receipt by us of any transmission by you to us of
imaged Items for deposit to your ICS Account, we will acknowledge by electronic means receipt of your transmission.
Your electronic transmission is subject to proof and verification. If you do not receive an electronic notice of receipt
within one (1) hour of your transmission, you agree to contact your Bank representative. Generally, the rejection of
any Item wll be posted within one business day but, we reserve the right to post a rejection of any Item at any time.
You will retain the original of all original checks which you image through the Service for a reasonable period of time
as determined by you and in accordance with all applicable state and federal laws and regulations, but in no event
less than fourteen (14) calendar days. This 14-day retention requirement is a minimum requirement and may not
offer you the legal protection you need. You should consult with your own legal counsel in establishing a minimum
retention procedure. You agree to safeguard the originals of such imaged checks until such time as they have been
destroyed.
(e) Responsibility for Multiple Deposits of the Same Item.
You agree to implement commercially reasonable procedures to ensure that no Item is deposited more than once
via electronic or other means, either with us or with any other financial institution, whether intentionally or
unintentionally, whether as a result of fraud for any other reason whatsoever. You agree that the aggregate amount
of any Items which are deposited more than once vwll be debited from your ICS Account, and to the extent funds In
your ICS Account are insufficient to cover such amount, any balance shall be debited by us from any of your other
deposit accounts as determined by us in our sole discretion. You further acknowledge that you, and not we, are
responsible for the processing and handling of any original items which are imaged and deposited utilizing.the ICS
Services and you assume all liability to the drawer of any item imaged using the ICS Services or liability arising from
our printing of any substitute check from those images.
(f) Adjustments.
You agree that in the event that an electronically captured Item is captured for an incorrect amount, we may make a
credit or debit adjustment to your ICS Account In order to comect the error. In the event that the adjustment amount
is $50 or less, the correction cannot be made through us, and you agree to reconcile the correct amount directly with
the maker of the item.
(g) Processing Your Electronic File.
If you transmit your Electronic File to us before the cut-off time, as set forth in the User Materials, on any day which
is a Banking Day, we will review and, if appropriate, process your Electronic File on that Banking Day. If you transmit
your Electronic File to us after the cut-off time on any Banking Day, we will review and, if appropriate, may process
your Electronic File on the next Banking Day.
(h) Exception Items.
When we review and process your Electronic File, we may reject any Electronic Image that we, in our sole discretion,
determine to be Ineligible for the ICS Services (each, an "Exception Item") including, without limitation. Electronic
Images of Items drawn on banks located outside the United States, items drawn on U.S. banks in foreign currency.
Electronic Images that are illegible (due to poor image quality or otherwise). Electronic Images of Items previously
processed. Electronic Images previously converted to substitute checks, and Electronic Images with unreadable
MICR information. Each Banking Day on which we review and process your Electronic File, we will notify you of all
Exception Items. You agree that if you wish to attempt to deposit any Exception Item to any of your deposit accounts
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with us, you will only do so by depositing the original Paper Item on which the Exception Item is based. You
acknowledge and agree that even If we do not initially identify an Electronic Image as an Exception Item, the
substitute check created by us therefrom may nevertheless be returned to us because, among other reasons, the
Electronic Image is deemed illegible by Paying Bank. Our^ilure to identify an Exception Item shall not preclude or
lirhit the obligation of you to us. In the event an Electronic Image is an Exception Item because it is illegible or
othePiVise unusable by us, you must either provide a usable original or copy or, if the oiiginal or copy is unusable,
obtain a usable document from the maker and submit that usable document to us. Failure to provide a usable version
will result in the Exception Item being debited from your ICS Account.
(I) Funds Availability.
We shall make funds from accepted Electronic Files available according to our funds availability schedule and the
Deposit Account Disclosure Agreement for Personal or Business Accounts, as appropriate. Our funds availability
schedule will be provided to you upon request and may be amended by us titim time to time.
(j) File Suspension
(j){i) The Bank may request to suspend the submission of files wth at least twenty-four (24) hours written notice
to you if continued submission of files is or will be commercially unviable. Such notice shall provide in reasonable
detail the reasons that the submission of files has been suspended. Upon receipt of such notice and request you
shall consent or object to the suspension in writing as promptly as possible; provided that the Bank shall consent
if based on the request it can reasonably be expected that continued submission of. files would have material
adverse impact on check processing.
0 )(ii) The foregoing notwithstanding, you shall have until the end of the 24-hour period to propose a remedy to the
stated problem, and the Bank will give due consideration to the solution and consent or object to implementation
of such solution, consent not to be unreasonably withheld. The parties agree to use commercial best efforts to
resolve any problem and end any suspension of the submission of image files as promptly as possible. The Bank
shall process paper items until image submission is resumed. The Bank shall give 24 hours notice of the intention
to resume image submission processes, which period shall exclude weekends and holidays
(k) Your Special Representations and Warranties for Each ICS Deposit
You represent and warrant to us for each ICS deposit:
(k)(i) You will ensure the Image Is an accurate representation of all information on the front and back of the original
check at the time the original check was converted to an Image, and the Image contains all endorsements from
the original check;
(k)(ii) You will maintain each Image (or related electronic data file) contains a record of all MICR line information
required for a substitute check and otherwise satisfies all of the requirements of Check 21 and Regulation CC for
the creation and/or transferring of a substitute check created ft^om that Electronic Image;
(k)(ili) You will use an image format that adheres to Industry standards, as those standards are changed from time
to time. The current standards will be outlined in the Bank of the West's Image Clearing Service File Specifications
document
(k)(iv) You will use the ICS Services only for Items that are payable to or endorsed or deposited by you and that
are not ineligible for any of the reasons described above as Exception Items.
(k)(v) You will maintain control over and responsibility for retention and destruction of original Items. In that regard,
you are responsible for the safekeeping of all original Items and other sensitive information in accordance with
applicable law and commercially reasonable industry standards.
(k)(vi) You will destroy original Items from which you have previously created and submitted to us an Electronic
Image in accordance with the rules stated in the Disposition of Imaged Checks section.
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(k)(vii) You will maintain control over and responsibility for any and all sensitive electronic data relating to
consumer information. Said data includes but is not limited to consumer names, addresses, and account
numbers. Pursuant to the previous paragraph, You are responsible for the safekeeping of all electronic data and
notification of any compromise of such data.
(k)(viii) You will not submit any duplicate Electronic Images to us.
(k)(ix) You will not deposit to your ICS Aoiount or otherwise negotiate any original item from which you have
previously created and submitted to us in an Electronic File or which was previously presented at another bank,
and shall not deposit to any account or otherwise negotiate at another bank any original Item which you have
previously submitted to us an Electronic File, unless we have notified you that the Electronic Image is an Exception
Item.
(k)(x) You will transmit to us only Electronic Images that are suitable for processing, including, but not limited
to, Electronic Images that are legible and contain readable MICR data.
(k)(xi) You agree to notify us immediately if duplicate items are transmitted to us using the ICS Services or if a
duplicate deposit is made either to us or to any other financial institution. You agree to cooperate witii us in
identifying duplicate items.
(I) Testing
The parties will agree upon testing to be performed whenever software or hardware modifications or enhancements,
initiated by either party, may affect the creation and processing of ICS files. Both parties will make their best effort
not to impact the accuracy of the ICS file formats.
49. ImaaeExpress Services
Our ImageExpress product provides you with copies of paid checks, either online or by CD-ROM. ImageExpress CDROM
offers the convenience of check storage of your paid check images on CD-ROM. ImageExpress Remote Inquiry offers on
line viewng of paid and deposited check images from our image archive within 24 hours of the pay date of an item.
50. Online Banking Services
Our Internet Banking Services enable customers to use the World Wide Web to access account balances and transaction
information and to store this infonnation on their personal computers We also have available a Service that permite you
to initiate certain electronic transfers. Your deposit account information that is accessible via the Web is updated each
Banking Day and is current as of the end of the previous Banking Day and will include any current Banking Day activity
that has been memo posted to the account You agree that application for and use of our Internet Banking Services is
subject to all terms and conditions applicable to your deposit agreement{s) with us to the extent they are not inconsistent
with the Terms and Conditions. You agree that your request for and acceptance of the Service(s) shall t>e for bona fide
and lawful purposes permitted under the Terms and Conditions (including the Service procedures) and to update your
software and hardware if necessary to use the Service.
(a) Balance Reporting
The Balance Reporting Service provides you with online access to linked account balances, transaction, and
investments. The Service may be customized to the Services you receive and the information you need
(b) Online Bill Payment Services
(b)(i) Our online Bill Payment Services allow you to make payments from any Bank of the West checking account
(called the "Bill Payment Account"), as follows: (a) A bill payment may be made or scheduled from the Bill
Payment Account you designate at a time up to 365 days in advance of the date the payment is to be made (called
a "Single Payment") Alternatively, a bill payment may be set up as automatic recurring payments to be made at
substantially regular intervals (that is, monthly, quarterly, etc.) in the same amount and to the same payee (called
a "Reojrring Payment"). The Bill Payment Account must be a checking account against which you are permitted
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to write an unlimited number of checks during each statement cycle, (b) The maximum amount of any one bill
payment is the lesser of the current available deposit balance in the Bill Payment Account (plus any available
credit in an associated line of credit) or $25,000.00. We reserve the right, at our sole discretion, either to complete
or reject any attempted bill payment that exceeds the applicable limit or available balance. Regardless of our
decision in ^at regard, your Bill Payment Account may be subject to an overdraft/returned item fee, as stated in
the Terms and Conditions. In addition, we reserve the nght to further limit the dollar amount or the frequency of
. transactions from any of your deposit accounts for security reasons, without liability to you. (c) Each bill payment
must be made in United States Dollars and directed to an Eligible Payee as directed below.
(b)(ii) Eligible Payees - All payees you properly select are Eligible Payees except for the foliowing: (a) a federal,
state or local government agency, taxing authority or court, (b) a securities broker, (c) a payee located at an
address that is not within the United States; and (d) a payee on the Specialty Designated Nationals List as
published from time to time by the Office of Foreign Assets Control. We reserve the right to add to the list of
payee categon'es that are not Eligible Payees without prior notice when required by law or regulation. If, despite
this Agreement, you direct us to make a bill payment payable to a payee that is not an Eligible Payee, you
authorize us, at our absolute discretion, either to (a) decline to make the bill payment, (b) make or attempt to make
the bill payment and charge the Bill Payment Account against which your bill payment is drawn for the full amount
of the payment; or (c) charge the Bill Payment Account against which your payment is drawn for the full amount
of the bill payment and freeze the bill payment subject to legal requirements.
(b)(iii) Payment Instructions - You must enter your bill payment instructions no later than four (4) Banking Days
before the payment due date. Do not include any grace period. If there is not enough time to process your bill
payment to reasonably expect the payment to be received by the Payee on or before that date, as determined by
the Online Bill Payment Service, you will be so advised and the system will not confirm the payment In such
instances, you must either select another due date or make arrangements to make your payment outside of the
bill payment system. Any due date you designate that falls on a weekend or holiday will be considered to have
been designated to be the previous Banking Day. Neither we nor our Service Provider or any of our other agents
are or vwll be responsible for any late charges, extra interest or other charges imposed on you by a payee because
of a late payment VWien you have entered and transmitted a bill payment Instruction, you authorize us to deduct
the amount of the bill payment from the Bill Payment Account on the process date. We reserve the right to refuse
to honor bill payment requests that we believe or suspect (rightly or wrongly) are fraudulent or erroneous. You
understand, however, that our exercise of this right will be at our sole discretion, and you should not rely upon us
to discover or prevent loss as a result of a fraud or erroneous bill payment
(b)(lv) Bill Payments - Your bill payment will be made, at our sole discretion, either by electronic funds transfers
• to the payee through the automated clearing house ("ACH"), or by preparing and sending a check to the payee,
at the address you specify. Regardless of the method we use to forward the bill payment to the payee, will
determine when the amount of the bill payment will be deducted from the Bill Payment Account. Payments Issued
by direct check will clear your Bill Payment Account just as a check you wrote yourself. The check will post to your
Bill Payment Account and an image will be available via the Information Reporting module of our online Cash
Management platform. For payments delivered via electronic funds transfer, the Bill Payment Account vwll be
debited on the scheduled due date. Your periodic statement vwll reflect the deduction and will show the date,
amount and the name or abbreviated name of the payee. It is important that you include with each bill payment
instruction the account number assigned to you by the payee. This number will be included on the check or writh
the ACH payment we send to the payee. Without this number, the payee may not know or may have difficulty
determining which account is to be credited properly, as the payee will not be receiving a traditional payment
coupon along with your payment If the account number at the payee is either omitted or incorrect in any way, we
will not be liable for any fees or charges incurred if the payment is not processed in a timely manner. Payees may
require return of a payment stub or coupon with your payment and may delay or refuse to process online bill
payments because they will not conform to their intemal or contractual payment requirements. We are not
responsible for any delay In or refusal with regard to the processing of your bill payment by any payee. Our only
responsibility is to assure that we process your payments in accordance vwth the Terms and Conditions. If a
payee, for any reason, refuses to accept your bill payment or if, for any other reason, a bill payment cannot be
completed, we will reverse the bill payment by re-crediting the amount of the bill payment to the Bill Payment
Account unless we notify you othervwse. We are not responsible or liable for any late charges or extra interest or
other charges or costs or expenses that may result from the payee's delay in accepting and processing, or the
payee's non-acceptance or return of any payment
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{b)(v) Canceling Bill Payments - You can cancel any Single Payment or Recurring Payment by using the Online
Bill Payment Service to cancel the payment. In the case of a Recurring Payment, you can skip any next scheduled
payments or cancel all Recum'ng Payments to the same payee. You must transmit your request to skip or cancel
payments before the Cutoff Time on the process date for the bill payment. If you do not meet that deadline, the
Online Bill Payment Service will not process your cancellation Instructions and the bill payment vwll be sent as
previously Instructed. This Is because, even though the bill payment may not have reached the payee, It will be
too late to stop the process of debiting funds for the payment from the Bill Payment Account and Issuing our ACH
instructions or check In favor of the payee.
(c) Check Printing Services
(c)(i) Our Check.Printing Services allow you to Issue checks ("CPS Checks") from any Bank checking account
(called the "Ched< Payment Accounf) using the facsimile signature of an authorized signer. The Check Payment
Account must be a checking account which permits the Issuance of an unlimited number of checks during each
statement cycle. CPS Checks will bear your Check Payment Account number, the Check Payment Account's
owner name and the facsimile of the signature of any authorized signer on the Check Payment Account as
selected by us at our sole discretion or as you and we may agree. We reserve the right, at our sole discretion,
either to complete or reject any your request to issue a CPS Check If that CPS Check exceeds any applicable
limit or the available balance in the Check Payment Account. Without regard to our decision in that regard, your
Check Payment Account may be subject to an overdrafVretumed Item fee, as stated In the Account Agreement
In addition, we reserve the right to further limit the dollar amount or the frequency of transactions from any of your
deposit accounts for security reasons, without liability to you.
(c)(ll) You may not issue a CPS Check payable to a payee on the Specialty Designated Nationals List as published
from time to time by the Office of Foreign Assets Control. If, despite this agreement, you Issue a CPS Check
payable to a payee that is on the Specialty Designated Nationals List, you authorize us, at our absolute discretion,
either to (a) decline to make the payment, (b) make or attempt to make the payment and charge the Check
Payment Account against which your payment Is drawn for the full amount of the payment; or (c) charge the Check
Payment Account against which your payment is drawn for the full amount of the payment and freeze the payment
subject to legal requirements.
{c)(lii) CPS Checks Issued pursuant to this Check Printing Service will be mailed by us or our Service Provider
using United States Postal Service (the "USPS") first class postage or by other mall courier services. Neither we
nor our Service Provider will be responsible or liable for delays in the delivery of any CPS Check by the USPS or
a mall courier service. Neither we nor our Service Provider or any of our other agents are or will be responsible
for any late charges, extra interest or other charges Imposed on you by a payee because of a late payment When
you have entered and transmitted a CPS Check request, you authorize us to pay the amount of the CPS Chedt
from the Check Payment Account upon presentment. We reserve the right to refuse to honor any CPS Check
requests that we believe or suspect (rightly or wrongly) are fraudulent or en-oneous. You understand, however,
that our exercise of this right will be at our sole discretion, and you should not rely on us to discover or prevent
loss as a result of a fraud or erroneous CPS Check. CPS Checks Issued pursuant to this Service will clear your
account just as any check you wrote yourself. The CPS Check will post to your Check Payment Account and an
image will be available via the Informafion Reporting module of our online Cash Management platform. Your
periodic statement will reflect the deduction and will show the date, amount and frie name or abbreviated name
of the payee. Payees may require retum of a payment stub or coupon with a payment, Including a CPS Check,
and may delay or refuse to process the CPS Check because the CPS Check does not conform to their Internal or
contractual payment requirements. We are not responsible for any delay In or refusal vi/ith regard to the processing
of your CPS Check by any payee. Our only responsibility Is to assure that we process your payments in
accordance writh the Terms and Conditions. We are not responsible or liable for any late charges or extira Interest
or other charges or costs or expenses that may result from the payee's delay In accepting and processing, or the
payee's non-acceptance or retum of any CPS Check.
(c)(lv) CPS Check requests received by us prior to the established cut-off time will be Issued and mailed on the
same Business Day. CPS Check requests received by us after the established cut-off time will be issued and
mailed on the next Business Day. For more specific Information on cut-off ti mes, required CPS Check Information
and reporting features, please refer to the User Materials.
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(c)(v) By using the Check Printing Services, you authorize us to pay from funds on deposit with us in the Check
Payment Account all CPS Checks and other orders for payment of money signed wth a facsimile or mechanical
signature of an authorized signer which reasonably resembles the form provided to us or as you and we may
agree from time to time. We may do so regardless of under what circumstances, by whom or by what means the
purported facsimile signature may have been affixed. You shall be responsible for the amount of each CPS Check
or any check signed with your authorized signer's facsimile signature. You agree to indemnify and hold us
(including ours correspondent banks), our parent company, affiliates, and our or their respective directors, officers,
employees, or agents thereof, harmless from and against any and all losses, claims, liability, demands and
expenses, including attorney's fees, incurred or arising in connection of payment of CPS Checks by us in
accordance with this Section. This facsimile agreement shall remain in effect for so long as you use the Check
Printing Services.
(d) Stop Payment Service
(d)(i) You agree to place any stop payment within the time frames and subject to the terms described in the User
Materials. We will validate the clearance of paid checks up to one statement cycle in arrears. Any item that clears
prior to the current statement cycle requires you to review your records. A stop payment may be placed for an
item paid prior to the current statement cycle.
(d){ii) A stop payment request will not be effective until we conduct a review for the time period specified in the
applicable User Material and we determine that the check has not been paid during that period and if so. we will
respond to you with an online status of your request as accepted. A stop payment request terminates at the end
of the period designated in the applicable User Materials, unless the Stop Payment Request is renewed or
canceled earlier. A stop payment Request is canceled automatically when the account on which the check is
drawn is closed even if you maintain other deposit accounts with us.
(e) Commercial Loan Reporting
The commercial loan reporting function allows you to access commercial loan information via the Internet
Banking Services. Accessible information includes, without limitation, commercial loan balances for the current
Banking Day as well as loan invoice history information: however, the accessible information is for informational
purposes only and is not designed or intended to provide authoritative financial, accounting, investment, or
other professional advice which may be relied upon by you for lending transactions nor does it replace your
official bank statement. Certain restrictions apply and some commercial loans may not be eligible to be
accessed via the Internet Banking Service. For more information on non-eligible commercial loans and
accessible information available through the commercial loan reporting function, please refer to the User
Materials.
51. Other Electronic Banking Service
We offer a line of other online cash management Services that are accessible with software via computer/modem.
52. Payment Orders (Wire Transfers and ACH^
This Service permits you to request and send domestic and international funds transfers. As used in this Booklet, the term
funds transfer is equivalent to the ternn "funds transfer" as defined in Uniform Commercial Code, Article 4A. As used in
this Booklet, "Payment Orders' include, without limitation, a funds transfer, and amendments and cancellations to a
funds transfer. A Payment Order may tie requested for either the same business day or may be dated for a future day
(called a value-dated Payment Order).
(a) Payment Order
You may request Payment Orders from those of your accounts as we agree, in the format, times, and following the
restrictions as we may impose from time to time. We may require you to designate whether you wish to conduct
repetitive Payment Orders, non-repetitive Payment Orders, or both repetitive and non-repetitive Payment Orders.
Our online Cash Management platform allows you to initiate domestic ACH transactions and ACH transactions to
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certain foreign countries and wires and international wires in U.S. dollars or take advantage of the exchange rates
for foreign currency money transfers.
(b) Rejection of Payment Orders
You acknowledge that we may reject any Payment Order that does not comply with the Terms and Conditions or
with the parameters as are set by us from time to time for Payment Orders. We may reject, without liability, any
Payment Order, including a "Value-Dated" Payment Order, if you fail to maintain sufficient collected funds in a
designated account or sufficient available funds in a credit line we have made available to you for the arnount of
each Payment Order you request
(c) Cancellation or Amendment of Payment Order
A Payment Order may be canceled or amended only if we have not transmitted the Payment Order or credited the
Beneficiary's account To be effective, the communication canceling or amending the Payment Order must (i) comply
with the agreed upon security procedures and with such other terms and conditions as we set; and (ii) be received
by us at a time and in a manner that gives us a reasonable opportunity to act on the communication. We will have
no liability if cancellation or amendment is not effected.
(d) Foreign Currency Transactions
You acknowledge that foreign curency Payment Orders must be based on a currency that we trade and that all rates
of exchange will be the rate in effect at the time the Payment Order is received by us or at any other rate as is agreed
to by the parties. Outgoing foreign currency wires are given a Value Date, typically two days ahead of the send date.
We require the setting of a Value Date earlier than the settlement date to ensure that the funds can be obtained in
the designated currency prior to settlement. If the Payment Order is returned for any reason, you agree to accept
any foreign money credit refund in United States Dollars, based on our then-current buying rate converting the
currency to United States Dollars on frie date of refund, less any charges and expenses incurred by us.
(e) Cross Border Entries
You acknowledge that Cross-Border payments must be based on a currency traded by us and that all rates of
exchange will be the rate in effect at the time the Payment Order is received by the Bank or at any other rate as is
agreed to by the parties. If the Payment Order is returned for any reason. Company agrees to accept any foreign
money credit refund in United States Dollars, based on Bank's then-current buying rate converting the currency to
United States Dollars on the date of refund, less any charges and expenses incumed by the Bank.
(f) Inconsistency of Name and Number
You acknowledge and agree that if a Payment Order identifies a Beneficiary or Receiver with a name and account
number that do not match, payment of the Payment Order may be made on the basis of the account number even if
the name of the account holder for that account does not match the name specified in the Payment Order, and you
will be obligated to pay the amount of the Payment Order in such event.
(g) Customer Only Transactions
You shall not submit a Payment Order on behalf of a third party without our prior written consent
(h) Special Security Procedures
Special security procedures apply to Payment Orders. Please see Section 14(b}
(i) Terms and Conditions Applicable to Payment Orders through ACH Services
These Services permit qualifying customers to initiate credit entries or payments to a third party ("Credit Entries")
and/or debit entries or collections from a third party ("Debit Entries') all in accordance with this Booklet, the ACH
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Rules, and the ACH Requirements. All ACH Services are provided subject to the ACH Requirements, and in the
event of any conflict between anything contained in the Terms and Conditions or any Bank policy, procedure,
statement or representation, on the one hand, and the ACH Requirements, on the other hand, the ACH Requirements
shall prevail and govern. You agree to comply with the ACH Requirements whether or not the Entry is sent through
the ACH system (for example, where we are the Receiver's bank in addition to being yoar bank and the transfer is
made solely within our own institution and not through the external ACH system, the requirements for authorization
under the ACH Requirements must still be followed). You agree to comply with the ACH Requirements as are in
effect from time to time, including any requirements governing the proper formatting of Entries Defined terms used
herein are to be defined in accordance vwth their definitions in the ACH Requirements. Definitions of su(^ terms are
provided herein for convenience only, and the definitions in the ACH Requirements shall control. We may suspend
or terminate any ACH Services, including Third-Party Sender Services, at any time upon notice to you In the event
we make a determination, in our sole discretion, that continuation of the Services subjects us to unacceptable risks.
Suspension or termination of Services does not affect either your or our rights or obligations with respect to Entries
initiated prior to such suspension or termination.
(i)(i) Originator - When you initiate a Credit Entry or a Debit Entry, you are acting as an Originator of an Entry
under the ACH Rules, and we are the Originating Depository Financial Institution ("ODFI") under the ACH Rules.
When you originate a Credit Entry to or a Debit Entry from a third party, the third party is a Receiver under the
ACH Rules, and the bank that holds the deposit account from which the Entry is debited or to which the Entry is
credited is the Receiving Depository Financial institution CRDFi") under the ACH Rules.
(i)(ii) Transmittai of ACH Entries - If approved for the ACH Service, you shall transmit Credit Entries and/or Debit
Entries, as appropriate, to us to the location(s) and in compliance with the formatting and other requirements
provided to you by us. You agree that your ability to originate Entries under this Booklet is subject to exposure
limits In accordance with any Funding Limits set by us.
(i)(ili) ACH Transaction Exposure Limits - Our internal risk control procedures include a determination of ACH
credit exposure limits for all ACH customers. ACH debit exposure limits are also established for customers
approved by us for originating Debit Entries. These ACH exposure limits can include, but are not necessarily
limited to: (I) total dollar value of Individual ACH files transmitted to us; (ii) dollar value or number of individual
ACH Entries within each file; (ill) frequency of origination of ACH files; and (iv) consideration of total exposure to
us over multiple settlement dates related to all unsettled files originated by you. You agree to comply wth the
exposure limits we estabiish for you from time to time. You understand and agree that any file or file Entry received
by us that would exceed any of the exposure limits estabiished for you may, in our sole discretion, be delayed or
rejected, and we will have no liability to you for any damages or losses you may incur arising from our eiection to
delay or reject such files or Entries.
(i)(iv) Processing, Transmittai and Settlement of ACH Entries - We will process Debit Entries and Credit Entries
received from you that conform to our estabiished file specifications, transmit such Entries as ODFI to the ACH
Operator and settle such Entries, ail in accordance with the ACH Rules. We will use reasonable efforts to transmit
• such Entries to the ACH Operator In accordance v\dth the fiie receipt cutoff times and transmission timeframes set
forth in our ACH Processing Schedule, as amended from time to time. Ask us for a copy of our current ACH
Processing Schedule. In the event Entries are not transmitted on the date of receipt we generally will transmit
such Entries on the next Banking Day on which we and the ACH Operator are open for business. We cannot
guarantee the day of settlement of any Entries, including On-Us or Same Day Entries.
(i)(v) On-Us Entries - If an Entry is received for debit from or credit to an account maintained with us, it is
. considered an "On-Us Entry." On-Us Entries often settle sooner than other Entries. Please see our ACH
Processing Schedule. Settlement of all Entries is in accordance with and subject to the ACH Rules.
(1) (vi) Same Day ACH Entries - if an Entry is received by us with an Effective Entry Date of the current day's
date, it wili be considered a "Same Day Entry." The Entry will be distributed to the Fed as a Same Day Entry if it
is received prior to the established Same Day ACH cutoff time (see ACH Processing Schedule) and complies
with the ACH Rules established for Same Day ACH. if the Entry does not compiy with the ACH rules for Same
Day, or is sent and distributed after the established Same Day ACH cutoff, the Entry will automatically be
processed as a next day Entry.
0) Payment for Services; Settlement Options
0')(i) Payment for ACH Services - You agree to pay us the charges for ACH Services we provide to you In
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Cash Management Terms and Conditions
accordance with cur current Fee Schedule, as that schedule is added to, deleted from or otherwise amended from
time to time. In addition, you agree to pay us the amount of any sales, use, excise, value added, utility or other
similar taxes imposed on such Services (other than taxes imposed on us based upon our income), as well as any
fees .for related Services at our standard rates for such Services to the extent such Services are incurred in
connection vwth providing ACH Services.
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(j)(ii) Settlement Options - You must pay us the amount of each Credit Entry and each reversal of a Debit
Entry on or before the settlement date (the "Settlement Date' as specified in the ACH Rules) for the transaction.
G)(ill) Payment Account - We may, vwthout prior notice or demand, obtain payment of any amount due and payable
to us for ACH transactions by debiting the accounts designated by you for such transactions (the "Designated
ACH Accounts"). Unless we make alternative arrangements with you, the Designated ACH Accounts will also be
the accounts to which Credit Entries are credited. You are required to maintain a sufficient balance in the
Designated ACH Accounts at all times to cover expected transaction dollars originated by you. In the event there
are not sufficient funds in the Designated ACH Accounts to cover your obligations for submitted transactions,
including amounts owed to us for reversals and for fees and other amounts owed to us, we may set off or debit
such amounts from any other accounts you have with us (including any accounts in which you hold an interest
with any other person or entity or in another capacity), whether established at the time the Designated ACH
Accounts are established or established at some later time. You further agree that we may, at any time, require
you to establish a reserve account (the "Reserve Accounf) into which we may deposit funds withdrawn by us
from those other accounts to ensure that you will have sufficient funds to cover your payment obligations for ACH
transactions. We will notify you If we require a Reserve Account and if we require any increase in the Reserve
Account from time to time. You agree that we are not liable for nonpayment of any checks drawn against accounts
from which we withdraw funds in order to fund the Reserve Account. Transactions submitted to us may be delayed
until we are able to satisfy ourselves that the funds in the Designated ACH Accounts^will be sufficient to satisfy
any funding needs. In the event you terminate your relationship with us or otherwise close Designated ACH
Accounts. In our sole discretion, we may continue to hold funds in the Designated ACH Accounte or Reserve
Account up to three (3) years or until all outstanding transactions or retums have cleared and the timeframe for
rejection or retum has expired.
0)(iv) Funding Limits - We offer both Credit Guidance and Fre-Funding as two methods to providing you vwth
Funding Limits.
G)(v) Credit Guidance - - If you are approved for a Credit Guidance, we wll settle to your account on the effective
date (an "Effective Entry Date' as defined In the ACH Rules) of the Items originated. In the case of Credit Entries,
we will debit your account on the Effective Entry Date. In the case of Debit Entries, we will ftjnd your account on
the Effective Entry Date.
G)(vi) Pre-Fund. - In the event you are not approved for a Credit Guidance, you may be approved to Initiate entries
on a pre-furided ("Pre-Funded°) basis. Under this option, before we will transmit Credit Entries to Receivers, your
designated deposit account must have sufficient available funds to cover the amount of those Credit Entries. We
will utilize the Presentment Date for settlement and will debit funds directly from your designated account on the
day Entries are received. You must present Credit Entries to us not less than one banking day prior to the Effective
Settlement Date of such Credit Entries. As to Debit Entries, we will fund your designated account for the o^etting
amount of those Debit Entries on the Effective Settlement Date. We may place all or a portion of the funds
represented by the Debit Entries on hold for a pre-determined number of Banking Days following the Emotive
Settlement Date. We vwll provide you with hold terms for Pre-Funded Debit Entries in writing. The pre-determined
number of hold days and portion(s) of hold(s) may be adjusted periodically based on your originations and retums.
We will advise you if the hold portions and number of days are adjusted. .
0)(vii) Debit Entries on the Effective Settlement Date. - We may place all or a portion of the funds represented by
the Debit Entries on hold for a pre-determined number of Banking Days followng the Effective Settlement Date.
We will provide you with hold terms for Pre-Funded Debit Entries in writing. The pre-<fetermined number of hold
days and portion(s) of hold(s) may be adjusted periodically based on your originations and retums. We will advise
you if the hold portions and number of days are adjusted. .
G)(viil) Credit Guidance Conversion - We reserve the right to convert you from a Credit Guidance status to a
PreFund status at any time, wth or without cause and with or without prior notice.
G)(ix) Your Representations and Warranties Regarding ACH Entries - Each time you originate an Entry, you
represent and warrant to us that: (i) each person showing as the Receiver on an Entry has authorized the
transaction and the debiting or crediting of the designated account in the amount shown and on the Emotive Entry
Date designated on the Entry; (ii) such authorization is in writing and signed by or similarly authenticated for all
Debit Entries; (ill) you have taken commercially reasonable measures to authenticate the Receiver; (iv) such
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authorization Is operative at the time of transmitta! to us; (v) Entries transmitted to us by you are in accordance
with all requirements of this Booklet and the ACH Requirements; (vi) you will perform all your obligations
hereunder in accordance with all the ACH Requirements and all other applicable laws and regulations, including
the sanctions and laws administered by the federal Office of Foreign Assets Control; (vii) for all Credit Entries,
you are bound by and will comply with the ACH Requirements in effect from fa me to time, including without
limitation the provision of the ACH Rules that makes payment of an Entry provisional until final settlement and
you specifically agree that if settlement is not received, we will be entitled to reverse such transaction. You further
agree to indemnify us from and against any losses or expenses we may incur as a result of any breach of these
representations and warranties. In the event you violate any applicable Rules or regulations and a fine is imposed
on us due to your negligence, vWietiier caused willfully, by negligence or otherwise, we may charge, and you
agree to pay, such fine, including fees for research, attorney's charges and other related costs to the violation.
(j)(x) Rejection of Entries - We may reject any Entries that do not conform to the requirements set forth herein and
in the ACH Requirements and any other standards, guidelines or procedures we may establish from time to time.
We riiay also reject any Entry that specifies an Effective Entry Date that is more than 30 calendar days after the
date of receipt of the Entry by us. You agree that if we elect in our discretion to process a file or file Entry that
would be subject to rejection for any reason, such action does not result in a waiver of our right to reject future
files or file Entries that are otherwise subject to rejection. We have the right to reject On-Us Entries that would be
subject to rejection or return under the ACH Rules if processed through an ACH Operator. We also have the right
to reject any Entry or file that we believe in our reasonable judgment might be contrary to applicable law or that
might subject us to unacceptable risk. We vwll notify you by telephone or by another method of such rejection no
later than the close of business on the Banking Day on which we would othenwise transmit such file or Entry. We
will notify you of such rejections no later than the Banking Day such Entry would otherwise have been transmitted
by us to the ACH Operator or. in the case of an On-Us or Same Day entry, the Effective Entry Date. Notices of
rejection will be effective when given. We will have no liability to you for any rejection of an Entry or file as
provided herein or for failure to provide timely notice of rejection to you.
(j)(xi) Disputes with Receivers - In the event that we become involved in any dispute between you and any
Receiver(s) relating to any Entry, you agree to hold us harmless and to indemnify us, our officers, directore,
employees, and agents against claims, liabilities, and expenses arising out of the dispute.
(i)(xii) Cancellation or Amendment of Entries - You have no legal right to cancel or amend any Entry after we
receive it, but we will generally use reasonable efforts to act on a request by you for cancellation or amendment
of an Entry if we can do so prior to its transmission to the ACH Operator or, in the case of an On-Us Entry, prior
to debiting or crediting the Receiver's account. We are not able to cancel or amend any Entry after it has been
transmitted to the ACH Operator.
0)(xiii) Permissible SEC Codes - Once approved as an ACH Originator, upon review of your business needs, you
will be approved to transmit Entries using specific Standard Entry Class (SEC) Codes. Should you transmit Entries
to us using SEC Codes other than those previously approved, at our sole discretion, your file may be rejected and
may not be transmitted by us to the ACH Operator or may be transmitted. In either case, you are obligated to
comply with all applicable ACH Requirements and applicable laws.
G)(xiv) Returned ACH Entries-We will notify you either by phone, electronic transmission or by mail of the receipt
of a returned Entry from an ACH Operator no later than one Banking Day after the Banking Day of such receipt.
Except for an Entry retransmitted by you in accordance with the ACH Rules, we shall have no obligation to
retransmit a returned Entry to the ACH Operator if we complied with the terms of this Booklet with respect to the
original Entry.
0)(xv) Notices - We will prowde you with all information, as required by the ACH Rules, with respect to each
Notification of Change (NOC) Entry or Corrected Notification of Change (Corrected NOC) Entry received by us
relating to Entries transmitted by you. We will provide such information to you vwthln two Banking Days of the
Settlement Date of each NOC or Corrected NOC Entry. You are obligated to ensure that changes requested by
the NOC or Corrected NOC are made within six (6) Banking Days of your receipt of the NOC information from us
or prior to Initiating another Entry to the Receiver's account, whichever is later. Should you receive notice that any
ACH pre-notification has been rejected, you agree not to Initiate any Entry until the cause for rejection has been
corrected and another pre-notification has been submitted and accepted by the RDFI. You shall cease Initiating
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)
\ / Entries immediately upon receipt of any actual or constructive notice of Receiver's termination or revocation of
authority.
(j)(xvi) Retums will be monitored for excess activity. You agree to work with us should you have retums that are
deemed excessive or if we receive notice from any regulatory or goveming body of excessive retums. ,
(j)(xvii) Reconciliation of the Designated ACH Account - Entries transmitted by us or credited to a Receiver's
account maintained with us will be reflected on your periodic statement for the Designated ACH Account. You
agree to notify us within thirty (30) calendar days of any discrepancy between your records and the information
- shown on your periodic statement If you do not notify us within thirty (30) calendar days after the first periodic
statement on which a discrepancy appears, you agree that we are not liable for any and all losses and/or other
discrepancies that result from your failure to give notice wthin such timefirame. You agree that you waive any
right to dispute a transaction in tiie event you fail to notify us of the discrepancy within, thirty (30) days after your
receipt of the first periodic statement on which the discrepancy appears.
G)(xviii) ACH File Transmissions - You may transmit ACH files directly to our ACH department from a personal
computer controlled by you or by use of third-party processor engaged by you. You also may transmit ACH files
to us through our online Cash Management platform. If you use our online Cash Management Platform, then the
procedures for that platform will be provided to you separately, and those procedures will apply. If you do not use
our online Cash Management Platform, then the following procedures will apply. In the event you transmit files
through a third-party processor, the third-party processor will be acting as your authorized representative and you
will be responsible for ensuring that the third-party processor complies with all of the following requirements on
your behalf.
G)(xix) Authorized Computers - We virill authorize and license you to use one or more computers for transmitting
your ACH files to us. You are solely responsible for access by your employees or other authorized representatives
to the authorized computers and to the data files maintained on the computer. Your authorized representative
vinll be able to access the ACH system by utilizing prearranged logon procedures consisting of user identification
t names and passwords. Your authorized representative will provide us with verification of the totals contained in
J the transmission by communicating totals via telephone to our automated voice response system ("VRS").
Procedures and personal identification numbers for use of the VRS will be provided to you separately. In the
event you or your authorized representatives are unable to communicate totals to us in this manner, your
authorized representative may send a facsimile notification to us containing the file totals. Facsimiie notifications
should be provided on your company letterhead, reference the exact name contained in our records as
accountholder and contain an authorized signature.
G)(xx) ACH Scheduling Service - If you use our ACH Scheduling Service, we \mII anticipate the receipt of an ACH
file transmission from you on each scheduled processing date identified by you in writing on our form of ACH File
' Transmission Calendar (subject to our acceptance and approval). You are responsible for ensuring that we
receive a transmission on each scheduled processing date or for notifying us if a transmission vwll not take place
on a scheduled processing date. You are also solely responsible for ensuring that we receive any new or updated
processing schedules as required. We are not responsible for untimely or erroneous ACH file transmissions that
occur as a result of changes to your established processing schedule if not communicated to us in a timely manner
and accepted and approved by us.
G)(xxi) ACH Totals - We will verify that the file totals agree with the information given to us by you by telephone or
facsimile transmission or other previously agreed upon media. In the event of a discrepancy in the totals, we will
contact your specified authorized representative. If an authorized representative is not available, we will not
process the file until an authorized representative can be contacted on the following Banking Day.
G)(xxii) ACH Data Integrity - You are solely responsible for the accurate creation, modification, and deletion of the
account information maintained on your personal computer and used for ACH transactions. You agree to comply
with any written procedures provided to you by us for the creation, maintenance and initiation of ACH transactions.
G)(xxiii) Retention of Records - You must retain data on ail files adequate to permit us to recreate all Entries for a
period of at least thirty (30) calendar days following the date you transmit the files to us for processing, and you
must provide copies to us upon our request You must retain all written authorizations for ACH Entries for a period
\ of at least two years following the date on which such authorizations expire. For recurring Entries, you must retain
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authorizations for a period of not less than two years following termination or revocation of the original
authorization. If you originate RCK Entries, authorizations must be maintained for at least seven years folloviring
the settlement date.
(i)(xxiv) Reversing ACH Entries - In the event of duplicate or erroneous files, as defined in the ACH Rules, we will
allovy you to send reversing Entries. Reversals must be made within five (5) days of the original settlement date
per the ACH Rules. You must notify the Receiver by the end of the day on the settlement date for any reversed
Entry submitted by you. You may make this notification by any reasonable method you choose.
(j)(xxv) Duty to fumish Documents - From time to time, we may be required to obtain Receiver authorizations.
You agree to fumish us vwth copies of Receiver authorizations or other documents within five (5) business days
of our initial request. Documents shall be provided by you to us at your own expense.
(k) Money Transfer Service
You can initiate the transfer of funds from your accounts with us using our Online Cash Management platform. Using
this online Money Transfer Service, you can transfer funds and adjust balance levels in your accounts and shall pay
Bank charges for the Services provided herein according to the Bank's current fee schedule. You must provide
information to us regarding the transaction and recipient as requested by us in order to comply with legal and
regulatory requirements and our intemal policies and procedures. Note; i) Intermediary and beneficiary institutions
may also assess a fee with the result that the payee/beneficlary may receive an amount that is less than the face
value of a money transfer, ii) Beneficiary's complete Intemational Bank Account Number (IBAN) is required for wires
sent to Europe. An incomplete/missing IBAN may result In a vwre reject or retum with additional charges assessed
by the receiving bank, ill) wires sent to Mexico require an 18-digit CLABE as the beneficiary's account number.
(I) Terms and Conditions Applicable to Wire Transfers
These Services permit qualifying customers to initiate wire transfers in accordance virith this Booklet and applicable
state and federal laws and regulations and other applicable legal requirements (collectively, the "Wire Transfer
Requirements'). All Wire Transfer Services are provided subject to the Wire Transfer Requirements. You agree to
comply with the Wire Transfer Requirements.
The Wire Transfer Services are also subject to the requirements described above under "Money Transfer Service."
(m) Security Procedures for SWIFT and EBiCS Payment Orders
You may have authorized us (or may in the future authorize us) to act on instructions we receive through the BNP
Paribas or Bank of the West data transfer networks, the SWIFT network or other networks (collectively, the
"Networks"). Your authorization may be provided in a variety of ways, such as (but not limited to) in an agreement
with us for SWIFT messaging services, an Authority Letter appointing an agent to act on your behalf under a
separate SwiftNet Agreement, or an authorization related to electronic data transmission via EBICS. We may act
on any request for information or any order, instruction or Payment Order that our computer system receives
through the interface we maintain with the relevant Network (collectively, the "Network Instructions'). Network
Instructions may be originated by you, your affiliates, our affiliates or others. Our determination that a Network
Instruction was received through the interface we maintain witii the relevant Network shall constitute the mutually
agreed security procedure for Network Instructions (the "Network Security Procedure"). The Network Security
Procedure shall be the controlling manner of authenticating Network Instructions notwithstanding any other security
procedure that may now or hereafter be agreed to with respect to other instructions and Payment Orders. Except
as set forth in the preceding sentence, all other provisions of the Terms and Condition relevant to security
procedures and Payment Orders shall apply to the Network Security Procedure and Network Instructions,
respectively.
(n) Intemational ACH Transactions
Financial Institutions are required by law to scrutinize or verify any Intemational ACH transaction ("lAT) that they
receive against the Specialty Designated Nationals (SDN) list of OFAC. This action may, from time to time, cause
us to temporarily or permanently suspend processing of one or more lAT's and may affect the settlement and/or
availability of such payments. At our sole discretion and without liability to you or any third party, we reserve the
right to refuse to initiate or receive ACH transactions for any or no reason, including, without limitation, any ACH
transfer to or from any person or entity located in a country with which the Bank has determined not to engage.
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(0) Reservation of Rights on Payment Orders
At our sole discretion and without liability to you or any third party, we reserve the right, for any or no reason, to
reject, impose conditions on, cancel, delay or suspend any instructions to initiate any Payment Order on your
behalf (even if previously accepted): similarly, at our sole discretion and without liability to you and without prior
notice, we reserve the right to refuse to receive any Payment Order on your behalf. If we take any such action
described in the previous sentence, we will use reasonable efforts to notify you of such action by communicating
with you in a method allowed by these policies or in some other commercially reasonable manner, including
verbally notifying you or your designated representative, but we shall have no liability to you or any third party if we
are unable to give such notice to you. In the event we take any such action as described above in this paragraph,
you agree that you will indemnify us and hold us harmless from all loss, cost or expense arising from such action,
including without limitation, with respect to claims by third parties.
53. Positive Pay Services
Under our Positive Pay Service, you have three options.
(a) Traditional Positive Pay Service
With the Traditional Positive Pay Service, you agree to provide to us the following Issue Information for each Item:
(1) Item serial number; (ii) dollar amount of the Item; and (iii) Item issuance date. Using your issue Information, we
will deliver to you on each Banking Day a Reported Item List that allows you to return unauthorized Items. Items
which do not match the Issue Information will be flagged and made available to you, so that you can make a pay/no-
pay decision on each flagged Item. Under the Traditional Positive Pay Service, you will receive account
reconcilement reporting; however, you must agree to have our Account Reconcilement Service (Traditional Service)
to receive such reporting. For more information on how the Traditional Positive Pay Service works including, without
limitation, delivery and cutoff times, reporting features, and each party's responsibilities and obligations, please refer
to the User Materials.
(b) Stand-Alone Positive Pay Service
With the Stand-Alone Positive Pay Service, you agree to provide to us the following Issue Information for each Item:
(i) Item serial number; (ii) dollar amount of the Item; and (iii) Item issuance date. Using your Issue Information, we
will deliver to you on each Banking Day a Reported Item List that allows you to retum unauthorized Items. Items
which do not match the Issue Information will be flagged and made available to you, so that you can make a pay/no-
pay decision on each flagged Item. There will be no account reconcilement related reporting available with the
Stand-Alone Positive Pay Service. For more information on how the Stand-Alone Positive Pay Service works
including, without limitation, delivery and cutoff times, reporting features, and each party's responsibilities and
obligations, please refer to the User Materials.
(c) Payee Positive Pay Service
Wth the Payee Positive Pay Service, you agree to provide to us the following Issue Information for each Item: (i)
the payee name(s) on the Item; (ii) Item serial number; (iii) dollar amount of the Item; and (iv) Item issuance date.
You will provide us with pay or return instructions for Items that either do not have a payee match or that have a
payee match but that do not match the MICR information provided to us by you. Account reconcilement related
reporting is available for the Payee Positive Pay Service if you agree to have our Account Reconcilement Service
(Traditional Service). For more information on how the Payee Positive Pay Service works including, without
limitation, delivery and cutoff times, reporting features, and each party's responsibilities and obligations, please refer
to the User Materials.
(d) General Teims and Conditions Applicable to All Positive Pay Services
(d)(i) If the Issue Information you provide does not precisely match the information captured from the Item during the
course of processing operations, then we or our Servicer will create a Reported Item List. From time to time in
advance, we or our Servicer may permit you to establish parameters for Items you wish to appear on your Reported
Item List.
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(d)(ii) You agree to tell us whether you want the Items listed on the Reported Items List to be paid or rejected from
payment You must advise us of your wishes in the manner and in the timeframes established in the User Materials,
You shall provide us with standing instructions that we will implement in the event we do not hear from you within
the required timeframes. Those instructions shall be either to "pay all" or "return all ° You agree that in the event
you fail to place standing instructions on file with us, we will adopt the "pay all" approach. We will then pay all Items
subject to the availability of funds on deposit. In our sole discretion, we may overdraw your account. We are entitled
to conclusively rely on your "pay" or "return" instructions. Further, in the event we receive no instructions from you
and adopt the default "pay all" approach, tfie default approach shall be conclusively deemed to be the equivalent of
your express instruction to "pay all" Items.
(d)(iii) If an Item on the Reported Items List is paid, either by you or by your standing instruction, the issue information
will be updated by the information from the Item.
(d){iv) Any Items rejected under a Positive Pay Service v/ill be marked 'Refer to Maker." You agree to respond
promptly to any inquiries regarding those Items. You understand that you may have liability for the payment of any
Item to a party, including us or Servicer, who is a holder or holder in due course under the Uniform Commercial
Code.
{d)(v) You agree that our duty (and the duty of Servicer. as applicable) to you is to provide the Reported Items List.
We shall have no responsibility or liability for payment of any check or draft which precisely matches Oie issue data
on file for any Item or account; except that if you claim an Item is not property payable due solely to a forged
endorsement or material alteration to the payee information, then the rights and responsibilities with regard to the
forged endorsement or material alteration shall t>e determined under applicable law. Further, you understand and
agree that we cannot return Items that have been cashed over-the-counter or otherwise paid prior to the time that
you; (i) instruct us to pay or return the Items and (ii) we have a reasonable time to act upon such instruction.
(d)(vi) Other than the duties specifically undertaken, as desaibed above, you relieve us (and our Servicer) of all
liability, including liability related to obligations arising under applicable law, or othenwise concerning examination of
Items presented for payment, and you hold us (and Servicer) harmless from any and all claims made by anyone
(including, but not limited to claims regarding our refusal to honor Items presented for payment at any of our offices,
if we did not have accurate issue information regarding the Item at the time of presentment for payment) for loss or
damage, or for breach of security, or for breach of confidentiality of our data or records which may arise in connection
with the performance of the Positive Pay Services. We reserve the right to require you to place a stop payment order
on any Item to be returned. Any such stop payment orders will be subject to our customary stop payment fees.
(d)(vii) You acknowledge that our Positive Pay Service is intended to be used to identify and return Items vtrfiich you
suspect, in good faith, are fraudulent. The Positive Pay Service is not intended to be used as a substitute for your
placing stop payment orders on Items which you do not wish to be paid and which are not suspected as being
fraudulent. If we suspect or conclude, in our sole discretion, that you are using the Positive Pay Service in violation
of the previous sentence, we may require you to provide evidence that Items we return pursuant to your instructions
were in fact fraudulent. We will hold you liable for losses v^re sustain on Items returned under the Positive Pay Service
which are not established as fraudulent Items.
(d)(viii) You acknowledge that your failure to use the Positive Pay Service could substantially increase the
likelihood of undetected fraudulent activity on your deposit account(s) and that it is neither unreasonable
nor unreasonable under the circumstances for us to require you to use our Positive Pay Service upon
request. You agree that if you fail to implement the Positive Pay Service following our request that you do
so, you will be precluded from asserting any claim against us for paying an unauthorized, altered, counterfeit
or other fraudulent Item that the Positive Pay Service was designed to detect or deter, and we will not be
required to re-credit your deposit account or otherwise be liable to you for paying such Item.
54. Remittance Banking Services fLockboxi
You may direct your debtors and/or customers to forward their payments by check, or other paper item, to the post office
address we designate ("Designated Address"). We and any servicer we engage, acting on your behalf, shall have exclusive
and unrestricted access to mail directed to the Designated Address. We will endorse, on your behalf or at your reasonable
request, checks and other deposited items that were sent to the Designated Address and appear to be for deposit to your
credit, even if you are a joint payee on the check. Items received at the Designated Address shall be processed as agreed
to both you and us and credited to the account you designate. Unless otherwise agreed to by both parties, all collected
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funds shall be deemed to be your ftjnds for all purposes e.g., adjustmente, bankruptcy, levy, attachment, and other forms
of legal process. The crediting and collection of checks and other deposited items will be handled under the terms and
conditions as agreed upon by both parties.
55. Integrated Solutions Services
Our Integrated Solutions suite of Services provides you access to your designated accounts at Bank of the West using a
Bank of the West interface as a single point of entry through which you may directly conduct banking transactions using
your computer and your compatible third-party accounting system provider or software, Integrated Solutions allows you to
provide data and to make payments directly from your accounting systems without manually entering information. The
Integrated Solutions suite of Services includes Integrated Payables, Information Reporting, and Receivables as such
Services are made available by us.
Our provision of the Integrated Solutions Service to you is subject to. and you shall be bound by. all applicable terms,
provisions, or conditions of any service provider agreement between us and any service provider, and in the event of a
conflict between the terms of the Terms and Conditions and the applicable terms of any service provider agreement, the
terms of such the service provider agreement shall govern and control. You acknowledge and agree that you are not a
third party beneficiary of any service provider agreement and shall not have any direct claims or recourse against any
service provider, except to the extent expressly permitted by the terms of the service provider agreement and subject to
all limitations and disclaimers provided in such service provider agreement.
You acknowledge that the Integrated Solutions Service may involve the transmission of confidential consumer information
that may be subject to federal and/or state privacy laws and regulations. You shall comply with all federal and state privacy
lav« and regulations including, without limitation, any breach notification requirements. Further, you agree to notify us if a
Integrated Solutions Request or any other information provided by you to us contains protected health information subject
to the federal Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder by the
U. S. Department of Health & Human Services.
You shall comply with all security procedures established by us for the Integrated Solutions Service. The specific security
procedures are set forth in Section 14 of this Booklet and the Integrated Solutions Security Procedures Addendum attached
hereto and included in this Booklet and the Terms and Conditions by this reference. Such security procedures shall be
amended from time to time in accordance with this Booklet. You agree that all Integrated Solutions Requests contain
sensitive banking information and shall only use secure transmission options provided by us. For some Payment Orders
and Services such as ACH, Wire Transfers and Online Banking, other established security procedures are utilized when
accessing such Services through the Integrated Solutions Service. You are solely responsible for developing and
maintaining your own internal security procedures to prevent errors and unauthorized access to your computer systems
and the Integrated Solutions Service by unauthorized employees, agents, vendors and customers. You understand that
while we determine the third-party accounting systems and software compatible with the Integrated Solutions Service we
are not responsible for these systems or software or computer hardware you choose. We will not be liable or responsible
to you for any errors or loss or unauthorized access to your accounts attributable to the third-party accounting system or
software or computer hardware.
You acknowledge that we have no obligation to maintain back-up copies of or your request for us to initiate a Integrated
Solutions transaction or any other information provided by you to us. You shall preserve ail records relating to the
Integrated Solutions Service as required by law and as specified for the Integrated Solutions Services you use. You shall
permit us to examine, verify and copy such records upon our reasonable request and notice to you.
You agree that you (i) shall use the Integrated Solutions Service only in the ordinary course of your internal business
operations, (ii) shall not use the Integrated Solutions Service in violation of the terms of the Terms and Conditions , (iii)
shall not use the Integrated Solutions Service to conduct any type of service bureau or time-sharing operation or to provide
remote processing, network processing, network telecommunications or similar services to any person, whether on a fee
basis or othenArise, and (Iv) shall ensure that the Integrated Solutions Service is used only by your authorized users in
accordance with any documentation we provide to you. In the event of any error in connection with the Integrated Solutions
Service or any Integrated Solutions transaction, you shall provide to us detailed documentation and explanation, together
with underlying data, to substantiate any error and to assist us in diagnosing, reproducing and correcting the error You
shall use any modifications, revisions, and updates in the Integrated Solutions Service, including changes in programming
languages, rules of operation and screen or report format, as and when they are implemented and/or made available by
us or our service provider. You agree to devote all equipment, facilities, personnel and other resources reasonably
Effective; April 23,2018 BANKth'eWEST Page46of54
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necessary to Implement the Integrated Solutions Service and to be trained in the use of the Integrated Solutions Service,
and we shall not be responsible for any delays or addifonal fees and costs associated with your failure to timely perform
such obligations.
(a) Integrated Payables
Integrated Payables is a service within the suite of Integrated Solutions Services. Our Integrated Payables Service offers
customers a solution to automate their accounts payable processing. The Integrated Payables Service creates a secure
gateway to exchange machine-to-machine payment information between the customer and Bank of the West. The specific
banking transactions available through Integrated Payables are more felly described in the Integrated Payables User
Materials which shall be amended from time to time in accordance with this Booklet The Integrated Payables Service
works in conjunction vwth third-party accounting systems or software determined compatible by us in our sole discretion.
Not all third-party- accounting systems or software will be compatible with the Integrated Payables Service.
You agree that your requests to initiate payments utilizing the Integrated Payables Service shall be governed by this Section
55, the sections of the Terms and Conditions governing the applicable payment mechanism, and all applicable laws, rules
and regulations governing the applicable payment mechanism. When the Integrated Payables Service is used to access
other the Bank's services, products, or payment facilities (including, without limitation, the wire transfer service, check
printing, ACH or credit card services when available), the terms, conditions, and agreements governing such other services,
products, and payment facilities remain in fe ll force and effect, except as expressly modified or amended by this Section
55. You agree to promptly execute and deliver to us any documentation we require to evidence your agreement to our
terms and conditions for services, producte, and payment facilities accessed and used by you through the use of the
Integrated Payables Service; provided, that your use of the Integrated Payables Service to use, access, and/or perform
other Bank sen/ices, products, or transactions automatically constitutes your acceptance of and agreement to any and all
terms, conditions, and provisions in effect and imposed by us at the time of your use or performance of such services and
transactions wittiout the execution of any related documentation by you. You agree to be bound by and to comply with
any and all documentation, instructional materials or technical Information relating to the use of the Integrated Payables
Service that is made available to you by us or our service providers in connection with the Integrated Payables Service, as
amended from time to time.
You authorize us to execute all payment requests and settle to your account all payment requests delivered to us in
compliance with the Terms and Conditions and the applicable security procedures. You may from time to time request
that we initiate electronic payments using electronic payment channels such as the ACH, SWIFT and credit card networks,
wire transfer system, and other available electronic funds transfer systems (Please refer to the Integrated Payables User
Materials for available electronic payment channels as not all electronic payment channels may be available
through the Integrated Payables Service). For certain payment requests, you will have the option of including an email
address of the beneficiary/payee in the payment request to us, and if you provide such email address, we will generate an
email to the beneficlary/payee advising them of the incoming payment.
You must submit Integrated Payables transactions at or prior to the established deadline for processing on the Business
Day of receipt Integrated Payables transactions received after the established deadline will be processed on the next
Business Day. All established deadlines are set forth in the Integrated Payables User Materials and subject to change.
We will notify you of any rejected Integrated Payables transactions in accordance with our standard procedures. You
represent and warrant to us that all Information in each Integrated Payables transaction delivered to us shall be accurate,
timely and authorized and shall be in compliance with all applicable laws, rules and regulations. Accordingly, any
Inaccuracy in the Integrated Payables transaction or information provided by you may result in unintended processing by
us. We are not responsible for detecting or reporting any error or inaccuracy in information provided by you and we shall
not be liable to you for any information or Integrated Payables transaction which is incorrect or incomplete.
You are solely responsible for scheduling and initiating any and all Integrated Payables Service transactions sufficiently in
advance of applicable due dates. We disclaim any and all representations or warranties, express or implied, that any
transaction executed through the Integrated Payables Service will be timely and/or properly received, processed, and
applied by any counterparty to such transaction. You assume all risk relating to the timely and proper scheduling, initiation,
processing, transmission, receipt, and application of Integrated Payables Service transactions, and you release us from
any and all claims, liabilities, and/or damages related thereto or arising or resulting therefrom. Except for those losses
caused directly by our gross negligence or willful wrongful acts, you agree to indemnify, defend, and hold us and our
service prowder harmless from and against any and all losses, costs, suits, damages, claims, liabilities, and expenses
(including, without limitation, reasonable attorneys' fees) arising ftom or related in any way to any relationships, claims, or
disputes between you and any and all counterparties to transactions executed by you through the Integrated Payables
Service (including, without limitation, payees of payment transactions executed through the Integrated Payables Service).
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We shall have no obligation to permit you to amend, modify, cancel, or stop payment on an Integrated Payables
transactions after you have initiated or submitted such transactions for execution through the Integrated Payables Service.
In the event we shall permit you to amend, modify, cancel, or stop payment on an Integrated Payables transactions, you
must act wthin applicable deadlines established by us for such purposes and otherwise afford us a reasonable opportunity
to respond to instructions to amend, modify, cancel, or stop payment on such Integrated Payables transaction: provided,
that in no event shall we have any liability to you or any counterparty to your Integrated Payables transaction if we shall
fail to execute or timely execute any instruction to amend, modify, cancel, or stop payment on such Integrated Payables
transaction.
Additional terms apply to Payment Orders. Please see Section 52.
56. Sweep Services.
(a) Deposit Sweep Service
Our Sweep Services allow you to transfer unused balances from your demand deposit account into a Federal Funds
deposit or used to purchase an interest in government securities (subject to an agreement by us to automatically
repurchase such securities on a set maturity date).
(b) Establishment of Investment Accounts
At your request, and with the Bank's approval, we will establish for you a non-FDIC insured account for your Federal
Funds deposit ("Federal Funds Accounf) or your government securities repurchase account ("Repo Account") in
accordance with the information you provide to us.
(c) Rules Governing Federal Funds Account
The Federal Funds Account will consist of United States dollar-denominated overnight time deposits held in our
account at the Federal Reserve Bank.
(d) Rules Governing Repo Account
The Repo Account will consist of securities that will be purchased by you from us from time to time, subject to our
agreement to repurchase such securities at a stated maturity date at the original purchase price plus interest at a
stated interest rate. You must execute a master securities repurchase agreement ("Master Repo Agreement") in
order to have a Repo Account. The terms of the Master Repo Agreement will govern our relationship with respect
to funds in the Repo Account, pursuant to the terms of the Master Repo Agreement.
(e) Automatic Investment
We will monitor the balance of the deposit account (the "Sweep Account") that you designate for funds to be swept
into the Federal Funds Account or Repo Account, as the case may be. At the close of business on each Banking
Day. we will automatically transfer all collected funds from the Sweep Account in excess of the target balance you
designate to us (the "Target Balance") into the Federal Funds Account or Repo Account, as you have designated.
On the following Banking Day. the principal amount in the Federal Funds Account or Repo Account, plus any interest,
will be automatically transferred by us from the Federal Funds Account or Repo Account to the Sweep Account.
(f) Interest Rates
The interest rate on the Federal Funds Account shall be the Federal Funds Target Rate as computed by the Federal
Open Market Committee. This rate is found in the official press statement by the Federal Open Market Committee
that follows their most recent regularly scheduled monetary policy meeting and is available online at the Federal
Reserve Board website. The interest rate on the Repo Account will be calculated by subtracting the number of basis
points quoted by us at the time the Repo Account is established as the Initial Interest Discount from the ovemight
Federal Funds rate set by the Federal Reserve Bank Interest on the Federal Funds Account or Repo Account will
be calculated on a simple and daily basis using a 360-day year This means that the per annum rate will be divided
by 360 to arrive at a daily rate, which is then applied to the balance for each calendar day and credited to the Sweep
Effective; April 23, 2018 BANKtheWEST Page 48 of 54
BNPPARIBAS
Cash Management Terms and Conditions
Account on the followring Banking Day. For the Repo Account, interest as described above will be deemed to include
all payments of Pricing Differentials as described In the Master Repo Agreement and we will pay the quoted rate
regardless of any fluctuation In the market price of underlying securities purchased under the Master Repo
Agreement By requesting a Repo Account, you acknowledge and agree that the Interest rate on your Repo Account
will not be related to the yield on any underlying securities in the Repo Account.
(g) Repo Account Securities Management
Pursuant to the Master Repo Agreement you will purchase an Interest in securities from us to be automatically
repurchased by us from you on a stated maturity date. For each securities purchase transaction, you vwll receive an
undivided interest in all securities held by a custodian bank for a portion of all of our repurchased transaction
customers. These securities will be investment-grade debt securities and \wlll always have a market value that equals
or exceeds the stated balance of funds In your Repo Account. Your interest In those securities may be subject to
liens of third parties, may be used by us for deliveries on other securities transactions, and shall be subject to our
ability to satisfy any lien or to obtain substitute securities vwthout prior notice to you.
(h) Repo Account Maturity
Your Repo Account vwll mature at the close of business one Banking Day following the effective day of each securities
transaction. However, on each Banking Day, the maturity date shall be automatically extended one additional
Banking Day (until the close of the Immediately succeeding Banking Day) unless we give you notice to dose the
Repo Account and to pay all amounts due as of such extended maturity date. You may close the Repo Account at
any time, effective on the tenth day after you give us written notice thereof, so long as you have paid us all amounts
then due. You will then receive any accrued but unpaid Interest earned on the Repo Account through the date of
closing,- but any fees debited to the Repo Account before the closing date, Induding monthly fees, will be
nonrefundable. On the date of closing of the Repo Account, we will reacquire all of your rights In the securities held
in the Repo Account.
(I) Security Interest in Securities Held In Repo Account
We will maintain the securities In the Repo Account vwth the custodian we select pursuant to the temis of the Master
Repo Agreement We Intend to transfer full ownership of your Interest In the securities to you. However, In the event
that the transfer of ftjll ownership Is invalidated for any reason, we here grant to you a seourity interest in such
securities to the extent of the ownership Interest we intended to transfer, together vwth any proceeds, and vrfille we
intend this security interest to be perfected by possession, we make no representation or warranty to you regarding
the perfection of your security Interest or your ability to recover your funds by selling your interest In the securities.
(j) Statements/Confirmations
An account statement detailing the activity between the Sweep Account and Federal Funds Account will be sent to
you each month.
(k) Fees and other terms
The monthly fee for our Sweep Servl^ Is listed In our pricing schedule and will be automatically deducted each
month ffom your Sweep Account.
(I) Limitation of liability
In the event that we are unable to sweep funds Into your Federal Funds Account on any day for any reason, we will
not charge you fees for the Sweep Services for that day but we will not be liable to you for any lost interest you may
suffer. .
(m) FDIC Eligibility
No FDIC Insurance of Federal Funds Account or Repo Account. Your Sweep Account is insured by the Federal
Deposit Insurance Corporation up to the current maximum Insurance limit (currently generally $100,000), but your
Federal Funds Account or Repo Account Is NOT INSURED BY THE FDIC. This means that funds that are swept
Effective:April23,2018 ] I BANKTHE^A^ESX Page49of54
' ' BNPPARIBAS
Cash Management Terms and Conditions
out of your Sweep Account and into your Federal Funds Account or Repo Account are not federally insured by the
FDIC for the period of time they are in the Federal Funds Account or Repo Account. When the funds are swept back
into the Sweep Account, they are again insured by the FDIC.
(n) Loan Sweep Services
Our Loan Sweep Services allow you to automatically transfer funds between a revolving line of credit identified by
you (the "Loan Account") and a demand deposit account you maintain with us (the "Loan Sweep Deposit Account").
(o) Transfer Between Loan Sweep Deposit Account and Loan Account
Each Banking Day, after all transactions for the day have been posted to the Loan Sweep Deposit Account and the
Loan Account, we will transfer funds between the Loan Sweep Deposit Account and the Loan Account as follows:
First, we will transfer any positive Available Balance or Ledger Balance (depending upon which you designate to us
in the setup of your Loan Sweep Services) that exceeds the Target Ceiling (also as designated by you in the setup
of your Loan Sweep Services) from the Loan Sweep Deposit Account to pay dovm the outstanding balance of the
Loan Account and to bring the Loan Sweep Deposit Account back to the Target Balance. If there is no outstanding
balance on the Loan Account, no transfer will be made. If the balance in the Loan Sweep Deposit Account is less
than the Target Floor, we will transfer from the Loan Account to the Loan Sweep Deposit Account an amount
sufficient (up to the maximum available credit limit) to bring the Loan Sweep Deposit Account balance back to the
Target Balance.
(p) Payment
Payment of any item presented against the Loan Sweep Deposit Account which would create an overdraft in ttie
Loan Sweep Deposit Account will only be made to the extent of the available credit limit in the Loan Account.
(q) Insufficient funds
You agree that if at any time the Available Balance or Ledger Balance, as applicable, in your Loan Sweep Deposit
Account is insufficient to pay items presented to the Loan Sweep Deposit Account for payment, we may pay or
dishonor items in our sole discretion and in any order as we may determine, and you specifically waive any claims
against us for the same. Items paid or dishonored pursuant to this Section will be subject to any applicable fees and
charges. Ofiier than as provided in this Section, no separate loan advances may be made from the Loan Account.
You will sign a separate Loan Agreement and pay interest on advances according to that Loan Agreement. You
hereby assign and grant to us a security interest in the Loan Sweep Deposit Account and any future additional
deposit accounts you may have with us as security for the performance of your obligations under the Loan Agreement
and the Terms and Conditions. Your rights in the Loan Sweep Deposit Account and any other deposits you have
with us are subordinate and junior to our rights to reimbursement for any withdrawals or items paid from the Loan
Sweep Deposit Account. Our rights and remedies as described herein are in addition to all other rights and remedies
that we may have under the Loan Agreement or any other applicable law.
57. Ta?tDirect Services
Our TaxDirect Services allow you to use touch-tone telephone or Internet to initiate Federal, State and certain local tax
deposits. Our performance of TaxDirect Services are conditioned upon your furnishing all requested data, authorizations,
and written instructions at the times and in the manner specified by us in the User Materials. We are entitled to rely on the
accuracy of any data furnished by you to us. When initiated via touch-tone telephone or Internet, you are responsible for
electronically inputting relevant data in accordance with the procedures and instructions established by us from time to
time, and such data will subsequently be processed by us.
(a) Deposit Account; Sufficient Funds
You agree to maintain with us a commercial bank account ("the TaxDirect Deposit Accounf) with sufficient funds to
cover all tax deposits and other fees and charges related to the TaxDirect Services. You hereby authorize us to
charge the TaxDirect Deposit Account for the amount of each tax deposit, as related by you to us. In the event you
fail to maintain sufficient funds in the TaxDirect Deposit Account, we shall have no obligation to perform the TaxDirect
Services or make any tax deposit for you even if we have received instructions to do so. In the event we, in our
Effective: April 23, 2018 BANKthe\A/ESX Page 50 of 54
BNP PARIBAS
Cash Management Terms and Conditions
discretion, overdraft the TaxDirect Deposit Account to make tax deposit disbursements, we shall not be obligated to
do so in the ftjture, regardless of the number of times we have previously allowed such overdrafts. You are liable
for the payment of any disbursement made by us for TaxDirect Services even though there are insufficient funds in
the TaxDirect Deposit Account at the time the disbursements are made.
(b) Duty to Maintain Records
Nothing herein shall relieve you of any duty imposed by law or contract regarding the maintaining of records or from
employing adequate audit, account and review practices customarily followed by similar businesses. You agree to
promptly review for accuracy all records and information delivered from time to time to you by us and promptly notify
us of any errors. You will retain a copy of all of your source documents, including without limitation your completed
TaxDirect Service Application, any User fylateriats, the Terms and Conditions, completed state and federal tax
agency authorization forms for you. tax payment information needed to make each tax deposit, acknowledgment
numbers generated after you initiate a tax payment request, and audit information or receipts acknowledging or
confirming the payment of your tax deposits. We may retain copies of any of the foregoing documents, information
or receipts, but we are not required to do so under the Terms and Conditions or any other contract or other obligation
to you.
(c) Service Limited to You
Only you may use the TaxDirect Services. You may not provide your access code or personal identification number
to any third party, nor may you initiate a tax deposit on behalf of any other consumer or entity.
(d) We Are Acting Only as Your Agent
In performing the TaxDirect Services, we are acting only as your agent. Any tax deposit funds received from you by
us will remain a deposit liability of us to you and will not be trust funds until we deposit the same to the credit of the
appropriate govemmental agency on the tax due date or otherwise makes such funds available to the govemmentat
agency. Funds held by us for you will not bear interest and may be invested by us solely for our own benefit, but
any such investment shall be at our risk. You will be entitled to recover any funds held by us prior to the time such
funds are credited or othen/vise made available to the govemmental agency upon written notice to us given in time
for us to act thereon.
58. Third Party Depository Services
Our Third Party Depository Service provides a delivery channel for you to make cash or check deposits at branches
or processing centers of a third party with whom we have a contractual arrangement. This service enables your
out-of-market or out-of-state locations that are not in close proximity to a BOW branch to make deposits. You must
use specified deposit documents for the Service. The Service does not include check cashing at the third party
locations. Deposits submitted prior to the established cutoff hour will be posted to your BOW account our next
banking day.
(a) Your responsibilities
You agree to make any such deposits under the Service in accordance with the form, format, and instructions
provided to you, and that any failure to follow these instructions may result in a delay in the posting of your deposit.
(b) Deposit Discrepancies
Any deposit discrepancy, such as an adjustment or a retumed check, will be reported to us by the third party and will
be debited or credited to your account in the usual manner.
(c) Notifications
You agree to contact us regarding any questions or other issues that may arise under the Service. Any notice to the
third party regarding the Service does not constitute notice to BOW.
59. Zero Balance Accounting Services
Effective: April 23, 2018 BANKtheWESX Page 51 of54
BNP PARIBAS
Cash Management Terms and Conditions
If your company disburses funds from multiple accounts or maintains a number of different depository accounts, the Zero
Balance Accounting Service may assist you. Under this Service you designate a primary demand deposit account, called
the "Concentration Account," and secondary accounts, called "Tier Account(s)". You authorize us to transfer funds iDetween
the Concentration Account and Tier Accounts in order to bring the respective balance of the Tier Account(s) to (1) the
target balance or (2) the balance that you have selected as of the close of each Banking Day. Any debits to the Tier
Accounts that reduce the balance in the Tier Account to a sum less than the target balance will be funded automatically
from the Concentration Account. You may draw checks (or arrange for other debits) against the Concentration and/or Tier
Accounts. We will pay those checks up to the collected and available balance on deposit in the Tier and/or Concentration
Account. You agree that we are not acting as a fiduciary with respect to funds in either the Concentration Account or in
any Tier Account. If any Concentration Account or Tier Account is under different ownership, all owners must join in the
Terms and Conditions and each accepts any financial liability for co-mingling and/or for the movement of funds between
Concentration and Tier Accounts.
Effective: April 23, 2018 BANKt^'eWEST
BNP PARIDAS
Page 52 of 54
Cash Management Terms and Conditions
r.TOSSARY
Account Agreement means your signature card, the Deposit Account Disclosure for Business Accounts (Disclosure
Statement and Agreement), and the current Schedule of Fees and Charges for Business Deposit Accounts.
Access shall include (i) retrieval and/or storage or processing of you Data on the Bank System, (ii) retrieval or receipt of
you Data by the Bank System, and (iii) physical access to the components of the Bank System.
ACH shall mean the automated clearinghouse.
ACH Operator means either the Federal Reserve ACH Operator or the EPN (Electronic Payments Network) private ACH
Operator.
ACH Requirements means the Uniform Commercial Code, applicable state and federal laws and regulations, including,
without limitation, the Electronic Funds Transfer Act and Federal Reserve Regulation E, all applicable Federal Reserve
Bank operating circulars, including without limitation Operating Circular No. 4, applicable Federal Reserve Bank
procedures, and the Internal Revenue Code and Internal Revenue Service regulations (with respect to federal tax payments
made through the ACH system) and including the ACH Rules.
ACH Rules means the current rules, regulations, operating procedures and guidelines of NACHA.
ANSI X9.37 Standards refers to the Accredited Standards Committee X9 standards and technical guide Specifications for
Electronic Exchange of Check and Image Data.
Authorized User means any person or entity you authorize to use any Service or to access any your accounts, or
reasonably believed by Bank to have been authorized by you to use any Service or to access any of your accounts,
including (without limitation) any person or entity to which you have provided or disclosed a Security Device or made
available or disclosed any Security Procedures, or any person or entity knowing or in possession of a Security Device or
Security Procedure without regard to whether such person or entity gained access to or possession of the Security Device
or Security Procedure from you, and/or any person or entity expressly authorized to use any Service or access any of your
accounte. Any Authorized User shall continue to be an Authorized User unless and until you have notified us. according
to notification procedures prescribed by us, that such person or entity is no longer an Authorized User and until we have
had a reasonable opportunity to act upon such notice.
Banking Day means Monday through Friday, excluding weekends and Federal holidays, even if we are open for business.
Beneficiary means the person to be paid on a Payment Order by the beneficiary's bank.
Business Day means a day on which a person is open for transaction of general business.
Cashier's Checks means checks drawn by the Bank on itself.
Check Image means an electronic image of an original check (including a substitute check) and the accOTipanying MICR
data information created by you in connection with the Service.
Check 21 means the Check Clearing for the 21st Century Act (12 U.S.C. 5001-5018) as it may be amended from time to
time.
Equipment means equipment, hardware, software, including, without limitation. PCs, modems, phone lines, hardware,
and any attachments necessary to perform the requested Service.
Erroneous Transmission means a facsimile transmission sent to you that, on its face, is not intended for you or a data
transmission received by you that was corrupted during transmission resulting in incomplete or missing data as determined
by a mismatch between the record count which is available following the end of the transmission.
Expedited Funds Availability Act (EFA Act-12 U.S.C. 4001-4010) requires banks to disclose their funds availability
policies and requires standardization of hold policies. The act is implemented through Regulation CC as it may change
from time to time.
Effective; April 23, 2018 BANKt%WEST page 53 of 54
BNP PARIBAS
Cash Management Terms and Conditions
Funding Account means the account you have designated for funding withdrawals from the Controlled Disbursement
Account.
ICL File means an Image Cash Letter File, an electronic transmission of check images and MICR line data sent to the
Bank.
Issue information means the information you provide to us regarding Items issued on your deposit account Depending
on the Service, Issue information may include (I) payee name(s) on the Item; (ii) Item serial number; (ill) dollar amount of
the Item; and (iv) the Item issuance date.
MICR data means Magnetic Ink Character Recognition information in compliance with various ANSI X9 standards
covering MICR placement, quality and image replacement documents NACHA means the National Automated
Clearinghouse Association.
Original Check means the paper check that you scan to create a check image.
Payment Orders has the same definition as given in Division 11 of California's Commercial Code, "an instruction of a
sender to a receiving bank, transmitted orally, electronically, or in writing, to pay, or to cause another bank to pay, a fixed
or determinable amount of money to a beneficiary if all of the following apply: (a) The instructiomdoes not state a condition
to payment to the beneficiary other than time of payment; (b) The receiving bank is to be reimbursed by debiting an account
of, or otherwise receiving payment from, the sender (c) The instruction is transmitted by the sender directly to the receiving
bank or to an agent funds transfer system, or communication system for transmittal to the receiving bank."
Regulation CO means Federal Reserve Board Regulation CC: Availability of Funds and Collection of Checks, 12 C.F.R.
Part 229, as it may be amended from time to time.
Reported Item List This term applies with respect to a Positive Pay Service and means a transmission from us which
includes either (i) all Items which have been presented but which do not "match" your issue information by serial number,
payee name, and/or dollar amount of paper checks or drafts issued; or (ii) a "nil" report if all presented Items match the
serial numbers, payee name, and dollar amount on your issue information or if no paper checks or drafts were presented
for payment.
Security Device means, 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.
Servicer's Banking Day shall refer to any day a serviceris principal office is open to perform services.
Services means any cash management service which you obtain through us.
Services Account Disclosure means the disclosure provided to those customers that use the Controlled Disbursement
Service through a servicer.
Software means the executable code version of a computer software product that is supplied to or licensed to you by or
through us in connection with any Service (and shall include without limitation, all software supplied as part of any update,
enhancement, patch, bug fix, maintenance release, customization, upgrade, or modification of that software).
Substitute Check or IRD (Image Replacement Document) means a copy of an original check, created from a check
image, which is similar in size to an original check with a slightly reduced image of the front and back of the original check.
Substitute checks should meet ANSI X9.90 standards. The term substitute check shall have the meaning set forth in Check
21 and Regulation CO, as it may be amended from time to time.
User Materials means any set up forms, user manuals, reference cards or other product description materials, including
online messages.
Effective; April 23.2018 EBI
Deposit
Account
Disclosure
For Business Accounts
BANKt^TeWEST
BNP PARIBAS
Effective December 2,2017
TABLE OF CONTENTS
YOUR ACCOUNT AGREEIV1ENT WITH BANK OF THE WEST ...5
The Agreement 5
Uabllity 5
Our Relationship 6
ResenraWon of Rights 6
Governing Law. 6
IIVIPORTANT DEFINITIONS 6
WHEN YOU OPEN YOUR ACCOUNT 8
Identification Requirements 8
Account Opening Verification g
Business and Other Organizational Accounts 9
Use and Purpose of Business Accounts 9
Ownership Restrictions Applicable to
Interest-Bearing Checking Accounts 9
GENERAL INFORMATION ABOUT DEPOSIT ACCOUNTS 9
Balances and Cut-offTimes 9
Identifying Your Account Number for Deposits 10
Change in Signers 10
Change in Address 10
Signature Requirements 10
Review of Drawer Signatures 11
Death or Incompetence 11
Dormant Accounts and Escheatment 11
Notices 12
Changes in Terms and Conditions 12
Sub-Accounts 12
Positive Pay Service 13
Automated Clearing House Transactions 13
Unlawful Internet Gambling 13
DEPOSITS TO YOUR ACCOUNT 13
Accepting Deposits 13
Verification of Deposits 14
Correction of Deposit Errors 15
CHECKS 15
Check Cashing 15
Check Cashing Fee - Bank of the West Check 15
Remotely Created Checks Deposited 15
Requirements When Creating or
Depositing a Remotely Created Check 16
Postdated and Void-Dated Checks 16
Stale-Dated Checks 16
Checks Drawn in Non-U.S. Dollars
and/or Drawn on Foreign Banks 17
Endorsements or Notations on Items 17
"Mechanized" and Facsimile Check Signatures 17
Returned Deposited Items 18
Advanced Notification of Returned Item 18
Stop Payments 19
1
Order of Paying Checks and Other Items 19
Check Printing 20
Check Processing 20
Checks Accepted for Deposit 21
Electronification of Checks 21
Merchant Capture Program 22
Check Deposits by a Mobile Deposit Service 22
FUNDS AVAILABIUTY POLICY 22
Your Ability to Withdraw Funds 22
Determining the Availability of Your Deposits 23
Longer Delays May Apply 23
Special Rules for New Accounts 23
Deposits at Automated Teller Machines
and Cut-Off Times 24
Holds on Other Funds (Check Cashing) 24
Holds on Other Funds (Other Account) 24
Effect of Release of a Hold 24
WITHDRAWALS AND ACCOUNT CLOSURES 24
Closure of the Account 24
Reporting of Account Closure 25
Right to Advance Notice of Withdrawal
or for Cash Withdrawals 25
Authority to Withdraw 25
Other Withdrawal Limitations 26
Availability of Funds 26
DEBIT CARD SERVICES
FOR BUSINESS ACCOUNTS 26
Bank of the West ATM Account Access 26
Designation of Primary Funding Account 27
Shared ATM Network Account Access 27
Frequency and Dollar Limitations at Bank of the West
and Shared ATM Networks 27
Types of Debit Card Point-of-Sale Transactions 27
Frequency and Dollar Limitations on
Point-of-Saie Transactions 28
Currency Conversion and Foreign Transaction Fees 28
Advisory Against Illegal Use 28
Use of Your Debit Card 29
information About Debit Card Purchase Transactions 29
information About Settlement of Debit Card Transactions 30
Effect of Authorization Hold on Other Transactions 30
Stop Payment on Purchase Transactions 31
Chip Cards at Merchant Terminals 31
Debit Card Security Measures 31
Limitations on Frequency of Transfers from
Savings and Money Market Accounts 31
Related Fees 31
Your Liability for Use of Debit Card 32
Mastercard® Debit Card Zero Liability 32
Bectronic Fund Transfers Initiated By Third Parties 32
2
Errors or Questions Concerning Your Card
and Certain Other Transactions 33
Lost and Stolen Cards 33
Termination of Business Debit Card Services 33
Debit Card Usage Not Governed by
Electronic Fund Transfer Act 33
Mastercard® Easy Savings™ Program 34
FUNDS TRANSFERS 34
Funds Transfers 34
Reservation of Rights on Funds Transfers 34
Notice of Receipt of Funds Transfer 34
Funds Transfer's Reliance on Identification Numbers 34
Transmitting and Recording information About You in the Funds
Transfer Payment Process 35
Transfers Received Through the Automated Clearing House ..35
ACH AND INTERNATIONAL ACH TRANSACTIONS 35
INFORMATION ABOUT FDIC INSURANCE 35
FDIC Insurance 35
IMPORTANT INFORMATION ABOUT YOUR BUSINESS
CHECKING, SAVINGS AND MONEY MARKET ACCOUNTS...36
Rate information 36
Frequency of Rate Changes 36
Tiered Rate Accounts 36
Compounding and Crediting Frequency 36
Computation Method 36
Annual Percentage Yield or APY 37
Effect of Closing an Account 37
Accrual of Interest on Noncash Deposits 37
Transaction Limitations on Sa\rings
and Money Market Accounts 37
Analyzed Business Checking Balance Related Terms 38
Analyzed Business Checking: interest on Overdrafts
and Uncollected Funds Used 39
IMPORTANT INFORMATION ABOUT YOUR BUSINESS
CERTIFICATE OF DEPOSIT ACCOUNTS 39
Rate and Term information 39
Compounding Frequency 39
Crediting Frequency 39
Computation Method 39
Annuai Percentage Yield or APY 39
Effect of Closing an Account 39
Accruai of interest on Noncash Deposits 39
Grace Period 39
Additional Deposits 40
Withdrawals of Interest Prior to Maturity 40
Wthdrawals of Principai Prior to Maturity 40
Early Wthdrawal Penalties 40
Additional Wthdrawals 40
Automatically Renewable Certificates of Deposit 40
Renewal Notices 41
3
Non Automatically Renewable Certificate of Deposit 41
Returned Interest Disbursements 41
OVERDRAWN ACCOUNTS AND PAYMENT
OF OVERDRAFTS 42
Overdrawn Accounts or Insufficient Funds 42
Standard Overdraft Practices 42
Overdraft Program Alternatives 43
Savings Overdraft Protection for Sole Proprietorships 43
BuslnessLInk Reserve Line 44
ABOUT YOUR ACCOUNT STATEMENTS 45
Account Statements In General 45
Statements and Your Responsibility to Review 45
Combined Statements 46
Check Safekeeping 46
IRS REPORTING 46
Tax Identification Number and Interest Reporting 46
Backup Withholding 47
Notice to All Non-Resident Aliens 47
SAFE AND SELF-SECURED DEPOSIT BOXES 47
ACCOUNT SECURITY 48
Your Responsibility 48
Account Numbers 48
Closing a Compromised Account 48
Blank Checks 48
Claim of Loss 48
Preventing Fraud and Other Losses 49
RESOLUTION OF DISPUTES BY ARBITRATION 49
Agreement to Arbitrate Disputes 49
Disputes Covered By Arbitration 49
Disputes Not Covered By Arbitration 50
Commencing an Arbitration 50
Arbitration Procedure 50
No Class Action or Joinder of Parties 51
Applicable Law 51
Severabllity 51
ADDITIONAL TERMS AND CONDITIONS 52
Legal Processes 52
Right of Set-off and Security Interest 52
Pledges and Security Interest to Others 53
Referrals to Reporting Agencies and Collection Actions 53
Transfer of Ownership 53
Agents and Powers of Attorney (Sole Proprietorships Only) ....53
Conflicting Demands 54
Investigative Freezes 54
Enforcement 54
Instructions by Facsimile, Email or Volcemall 54
Our Communications with You 55
Retaining Records 55
YOUR ACCOUNT AGREEMENT WITH BANK OF THE WESr
The Agreement
This Deposit Account Disclosure for Business Accounts
("Disclosure"), along with any other documents we give you
pertaining to your Account(s), Is a contract that establishes rules
which control your Account(s) with us. Please read this carefully
and retain It for future reference. If you sign the signature card or
open or continue to use the Account(s), you agree to these rules.
You will receive a separate signature card, schedule of rates
("Rate Sheet"), a Schedule of Fees and Charges for Business
Deposit Accounts, and any addenda, to this Disclosure
(collecUvely, the "Agreement"). If you have any questions, please
call us.
As used In this Agreement the words "Bank." "we," "our," and "us"
mean Bank of the West and the words "you" and "youri* mean the
Account holder(s) and anyone else with the authority to deposit,
withdraw, or exercise control over the funds In the Account.
However, this Agreement does not Intend, and the terms "you"
and "your" should not be Interpreted, to expand an Individual's
responsibility for an organization's liability. The headings In this
Agreement are for convenience or reference only and will not
govern the interpretation of the provisions. Unless It would be
inconsistent to do so, words and phrases used In this Agreement
should be constmed so the singular includes the plural and the
plural includes the singular.
The purpose of this document Is to:
n Summarize some laws that apply to common transactions;
• Establish rules to cover transactions or events \vhich the law
does not regulate;
• Establish rules for certain transactions or events v^ich the law
regulates but permits variation by agreement; and
• Give you disclosures for some of our policies which may be
applicable to you or In which you may be Interested.
If any provision of this document is found to be unenforceable
according to Its terms, all remaining provisions vnll continue In full
force and effect. We may permit some variations from our
standard Agreement, but we must agree to any variation in writing
either on the signature card for your Account or In some other
document.
Liability
You agree, for yourself and the person or entity you represent If
you sign as a representative of another, to the terms of your
Account(s), Including this Agreement. You authorize us to deduct
fees and charges (as disclosed In our Schedule of Fees and
Charges for Business Deposit Accounts) as accrued, without
notice to you, directly from the Account balance as accrued. If
your Account's Available Balance Is insufficient to pay for such
fees and charges, you agree to pay us promptly for any
deficiency. You will pay any additional charges for services you
request which are not covered by this Agreement.
Each of you also agrees to be jointly and severally (Individually)
liable for any Account shortage resulting from charges or
Overdrafts, whether caused by you or another vrith access to your
Account. This liability Is due Immediately, and can be deducted
directly from the Account's Available Balance. You have no right
to defer payment of this liability, and you are liable regardless of
whether you signed the Item or benefited from the charge or
Overdraft.
You vtrill be liable for our costs, to the extent permitted by law,
whether Incurred as a result of collection or In any other dispute
involving your Account. This Includes, but Is not limited to,
disputes between you and a signer on your Account or similar
party; or a third party claiming an interest in your Account. All
costs can be deducted from your Account when they are Incurred,
without notice to you. If your Account's Available Balance Is
Insufficient to pay for such costs, you agree to pay us promptly for
any deficiency.
We shall not be liable for special. Indirect, punitive or
consequential damages which arise under this Agreement or by
law with respect to your Account. Any loss to you is reduced by
your recovery of funds or services from any other source.
Should a dispute arise between the parties. It Is agreed that we
\Mll make every effort to resolve It amicably. However, should the
dispute not be resolved, the procedures outlined In the
RESOLUTION OF DISPUTES BY ARBITRATION section of this
Agreement will apply.-
Our Relationship
Our relationship with you shall be one of debtor and creditor; no
fiduciary, quasi-fiduciary, or other special relationship exists
behveen us.
Reservation of Rights
We shall not be deemed to have waived any of the provisions
contained in this Agreement by having waived the same or similar
provisions at any other time. We reserve the right to close any
Account at any time without prior notice, vrith or \Mthout cause.
We reserve the right to refuse to open any Account, and also the
right to add to or to change or discontinue terms of any Account
or service after opening. Examples used In this Agreement are
not Intended to be the only applications of the rule being
explained. Examples are illustrative and not limiting.
Governing Law
Except as othenvise expressly indicated herein, this Agreement Is
subject to applicable federal and state laws of your Branch of
Account and other applicable rules such as the operating letters
of the Federal Reserve Banks and payment processing system
rules (except to the extent that this Agreement can and does vary
such rules or laws). The body of state and federal law that
governs our relationship with you, however. Is too large and
complex to be reproduced here.
* Doing business In South Dakota as Bank of the West California.
IMPORTANT DEFINITIONS
Capitalized terms used herein but not othervnse defined herein
shall have the definitions assigned to such terms In the Rate
Sheet, the Schedule of Fees and Charges for Business Deposit
Accounts or in other documents that make up part of this
Agreement.
Account. The term "account" means any business savings,
money market, transactlonal (checking), or certificate of deposit
account that you have with us.
Agent. The term "agent" shall mean any person that you
authorize to act on your behalf. Refer to "Agents and Powers of
Attorney (Sole Proprietorships Only)" In the ADDITIONAL TERMS
AND CONDITIONS section of this Agreement for additional
details regarding appointment of Agents.
Automated Clearing House (ACH). The ACH is a nationwide
electronic fund transfer system that permits participating
depository financial institutions to clear payments electronically.
ACH transactions are governed by clearing house operating rules.
Using the ACH, originating financial Institutions may cause
payments, such as payroll. Social Security or other government
benefits, to be debited from one Account party and paid Into Uie
Account of a beneficiary. Similarly, originating financial Institutions
may cause direct payments, such as mortgages, loans, utility bills,
or Insurance premiums to be debited from a debtor's Account and
paid Into the Account of the creditor.
Available Balance. The total amount of funds on deposit for your
Account reduced by any deposit holds, authorization holds,
pledges, restraints and pending transactions.
Branch of AccounL The banking branch v/here your Account is
opened or to which your Account Is assigned.
Business Day. Our Business Days are Monday through Friday,
excluding federal holidays.
Card. As used In this Agreement, "Card" includes the Debit Card.
Debit Card. The Debit Card Issued by the Bank may be used at
ATMs and PCS Terminals inside and outside the United States
that display any of the logos on the Debit Card.
Direct Deposits. Electronic deposits of periodic payments that
are made Into your Account through the ACH. Wire transfers,
deposits you make, and transfers you make between your deposit
Accounts with us are not considered Direct Deposits.
Item. An "Item" means any paper check or draft whether
presented In paper form or electronic form. If Indicated in the
context. It may include an ACH debit or credit, or any form of
electronic presentment.
Overdraft An Overdraft results from the Bank's payment of Items
or Card transactions despite an Insufficient Available Balance.
The Bank may assess an Overdraft Fee for this service. Refer to
the OVERDRAWN ACCOUNTS AND PAYMENT OF
OVERDRAFTS section of this Agreement for further details.
PoInt-of-Sale (PCS). A purchase transaction conducted at any
merchant or self-service Terminal where the Debit Card Is
accepted.
Provisional Credit Credit provided to you by the Bank on a
temporary basis. Unless you are othenvise Informed, you may
access funds for which you have a Provisional Credit but
recognize that a Provisional Credit may be reversed until It Is
legally deemed to be final. If reversed, you will be liable to the
Bank to the extent Provisionally Credited funds were used.
Remotely Created Check. Like any standard check or draft, a
Remotely Created Check (sometimes called a telecheck,
preauthorized draft or demand draft) Is a check or draft that can
be used to withdraw money from an Account. Unlike a typical
check or draft, however, a Remotely Created Check is not issued
by the paying bank or the drawer and does not contain the
signature of the Account holder (or a signature purported to be
the signature of the Account holder). In place of a signature, the
Remotely Created Check usually has a statement that the
Account holder authorized the check or has the Account holder's
name typed or printed on the signature line. For example. If a
person provides an Account number In response to a telephone
solicitation, the telephone solicitor can use the Account number to
issue a Remotely Created Check to withdraw money from that
Account. Please refer to "Remotely Created Checks" in the
CHECKS section of this Agreement for further details.
Returned Item. An Item that Is presented against your Account
for payment, but the Bank dishonors or rejects for payment due to
an Insufficient Available Balance. The Bank may assess a
Returned Item Fee for this service.
Right of Set-off. The Bank's debiting of any deposit Account(s)
you hold with the Bank (assets we owe you) to apply to a debt
that you owe the Bank. Refer to "Right of Set-off and Security
Interest" In the ADDlTlOftAL TERfUIS AND CONDITIONS sedion
of this Agreement for further details.
Shared ATM Network. Any automated teller machine that
displays any of the logos on your Card.
Substitute Check. To make check processing faster, federal law
(Check 21) permits banks to replace original checks with
"substitute checks." These checks are similar In size to original
checks with a slightly reduced Image of the front and back of the
original check. The front of a Substitute Check states: This Is a
legal copy of your check. You can use it the same way you would
use the original check." You may use a Substitute Check as proof
of payment just like the original c^eck.
Terminal. An ATM, self-service Terminal, or attended PCS
Terminal; used Interchangeably with either the phrase ATM or
PCS Terminal.
Tiered Rate Account. An Account that may have two (2) or more
Interest rates, determined by specified balance levels.
WHEN YOU OPEN YOUR ACCOUNT
Identification Requirements
We require Identification, including a Social Security Number,
Taxpayer Identification Number, and/or certification of foreign
status (non-resident alien), for each signer and beneficial owner
on an Account prior to opening the Account. We may refuse to
open, and we may close, any Account for which you do not
provide us with acceptable Identification for any signer or
beneficial owner and/or If you do not provide a Taxpayer
Identification Number, Social Security Number, or certification of
foreign status. "Beneficial owner" means any Individual \Mio has
ultimate control of the funds In the Account. In addition, we
require appropriate business documentation Identifying the
business entity and a Tax Identification Number, foreign
identification number and/or certification of foreign status, as
applicable, for the business entity prior to opening the Account.
Account Opening Verification
We may make any Inquiries that we consider appropriate to
determine If we should open and maintain your Account. This may
Include obtaining Information from financial institutions or other
third parties about your Account and/or any signer on the
Account. You agree that we may verify credit and employment
history on you, any manager or owner and on any other signer on
the Account by any necessary means. Including preparation of a
credit report by a credit reporting agency. If we decline to open an
Account or provide any services based on Information we receive,
we vkrill provide you with the name and address of the company
that provided the information. When we open your Account, we
are doing so on a provisional basis and, subsequently, may close
your Account at any time at our discreUon.
Business and Other Organizational Accounts
Accounts are available for and may be opened by a corporation,
organization, or association, including an Individual acting as a
sole proprietor, a partnership, a limited partnership, a limited
liability partnership, a limited iiabliify company, a joint venture or a
non-profit corporation. The Individuals authorized to open and
take action on those Accounts (e.g., authorized signatories) may
be required to provide the Bank with appropriate documentation
(e.g. resolutions, agreements, etc.) to evidence the authority of
those individuals to act on behalf of the ent^. We nmII honor such
an authorization until we receive written notice of change from the
goveming body of the entity. It Is mutually agreed that the
authority of each person named as authorized to take action with
respect to the Account shall continue In fiill force and effect until
we receive actual written notice of revocation or change.
Use and Purpose of Business Accounts
Accounts for non-personal entitles such as sole proprietorships,
corporations, limited liability companies, partnerships, etc. are
intended for business and commercial purposes, and may not be
used for personal, family or household purposes. If any of these
Accounts are being used for personal, family or household
purposes, we reserve the right to either close the Account or
request that you change the Account to an appropriate product
type designated by us for personal ownerships.
Ownership Restrictions Applicable to Interest-Bearing
Checking Accounts
Federal law restricts ownership of certain fypes of interest-bearing
checking Accounts by non-personal entitles to unincorporated
sole proprietorships, non-profit organizations, governmental units,
and fiduciaries where all beneficiaries would be entitled to
maintain an Interest-bearing checking Account. If we find that you
have an Interest-bearing checking Account and we believe you
are not entitled to one, we reserve the right to change your
Account to a checking Account not subject to these ownership
restrictions. We will notify you prior to any change.
GENERAL INFORMATION ABOUT DEPOSIT ACCOUNTS
Balances and Cut-off Times
Balances shown on statements, receipts, and records may not
reflect transactions and charges made but not yet posted. Unless
otherwise posted, the daily cut-off time for each branch is the
same as the branch lobby closing time. Most transactions made
before each branch's cut-off time will be posted on the Business
Day they are presented. Check with the branch for any
exceptions. Availability of your deposits for ATM and night drop
transactions may be found in "Deposits at Automated Teller
Machines and Cut-Off Times" in the FUNDS AVAILABILITY
POLICY section of ttiis Agreement. Cut-off times for our Online
and Mobile Service may be found in the separate Online and
Mobile Service Agreement.
Any knowledge, notioe, or stop payment order received by the
Bank, or any legal process served upon the Bank, arrives too late
to affect our right or duty to pay an item or charge your Account
for the item if the knowledge, notice, stop payment order, or legal
process is received or served on the later of either 10 a.m. local
time or one (1) hour after the opening of your Branch of Account
the next Business Day after the Business Day on which we
receive the item, if your Branch of Account opens after 9 a.m.
local time, then, for purposes of this provision, your Branch of
Account shall be deemed to be our Contact Center with the stop
payment cut-off time of 10 a.m. (local time of your Branch of
Account). The cut-off time for the Bank to exercise Right of Set-off
v^ii be the close of the next Business Day after the Business Day
on which we receive the item.
Identifying Your Account Number for Deposits
You are responsible for correctly identifying the Account to which
you want ffjnds deposited or payments made. We may credit a
deposit to an Account based solely on the Account number listed
on the deposit slip or other instruction to credit an Account, even if
the name on the deposit slip or other instruction differs from the
name on the Account. You are responsible for any cost, loss, or
damage caused by your failure to identify correctly the Account to
which a deposit is to be made.
Change In Signers
The Bank must be notified of any change to the signers on your
Account. Any change.will be effective \Mthin a reasonable time of
the Bank's receipt and acceptance of the new signatures at the
Branch of Account. You must stop payment on any item(s) issued
by any removed signer if you do not want any Item issued by a
removed signer to be honored by us.
Change in Address
You are responsible for notifying us of any change in your
address, name, telephone number or email address (if
applicable). Unless we agree otherwise and except as provided in
this Agreement or in any other agreement between us, such
changes must be made in writing or online by at least one of the
Account holders. Informing us of such changes on a check
reorder form or via email is not sufficient. We will attempt to
communicate with you only by use of the most reoent statement
mailing address you have provided to us. We may change your
address of record if we receive an address change notice from
the U.S. Postal Senrice, or if we receive information from another
person in the business of providing corrected address information
that the address in our records no longer corresponds to your
address. Change of address requests may be subject to
verification.
Signature Requirements
if you indicate on your signature card or other Account opening
documents that more than one (1) signature is required for
Account opening, deposit, instructions. Account maintenance or
for any form of withdrawal, that indication is for your ovm internal
procedures, it Is not binding on us. We may honor the request
and instructions of any signer on the Account and pay out funds
from your Account if the item or other withdrawal instruction is
signed or authorized by any one of the persons authorized to sign
on the Account. You agree that we have no liability to you if we do
this.
Review of Drawer Signatures
You agree that the Bank does not fail to exercise ordinary care in
paying an item solely because our procedures do not provide for
sight-review, provide for sight-review only for items above a
threshold level, or prowde for sight-review on a sample basis, at
our discretion. The Bank reserves the right not to sight-review
drawer signatures because we pay items on an automated basis
to reduce costs for all customers.
To determine the authenticity of your signature, we may refer to
your signature card or to an item or other document upon which
your signature appears, if we cannot accurately verify your
signature on any item by comparing it with your signature card, an
item that posted to your Account, or other document upon which
your signature appears, you are responsible for any losses that
may result from our inability to verify your signature.
Death or Incompetence
You agree to notify us promptly in writing if any sole proprietor or
any signer with a right to withdraw funds from your Account(s)
dies or becomes legally incompetent. We may continue to honor
your Items and instructions until: (1) we know of your death or
incompetence, and (2) we have had a reasonable opportunity to
act on that knowledge. We also may. at our sole discretion,
freeze, set-off. refuse, and/or reverse any transaction (including
but not limited to, federal or retirement benefits to the deceased) if
any sole proprietor or any signer with a right to \Mthdraw funds
from your Account dies or becomes legally incompetent. You
agree that we may pay or certify any items drawn on or before the
date of death or legal incompetence for up to 10 days after your
death or legal incompetence unless ordered to stop payment by
someone claiming an interest in the Account. You also agree that,
at our sole discretion, we may continue to honor transactions by
other signers on the Account and Account holders of the Account,
if permitted by the Account type of ownership, until we receive
\written notice to the contrary.
Dormant Accounts and Escheatment
State laws generally require that any Account or other property be
escheated or sent to the U.S. State indicated by your last known
address if, after a certain amount of time, the owner has not
conducted certain fypes of activity on the Account, including:
• Increased or decreased the balance of the Account, or
• Corresponded in writing with the Bank concerning the
Account, or
• Otherwise indicated an interest in the Account as evidenced
by a memorandum or other record on file with the Bank.
Note: Automatic transactions such as Direct Deposits or recurring
transfers do not count as activity on the Account.
If your Account has none of the types of activity detailed above
(or as detailed in the applicable State law) for a period of time,
your Account may be designated as "dormant." Dormant
Accounts will not receive bank statements. While dormant, the
Account will continue to be charged applicable service charges.
Unless your Account has a balance of under $10, we will
10 11
attempt to notify you and to advise you how to reactivate your
Account. If your Account becomes dormant, any attempted
activity may be dishonored. For example, credits and debits
initiated through the Automated Clearing House may be
rejected, and Items presented against the Account may be
questioned and, if we believe appropriate, dishonored without
any liability to you.
Your property may be transferred to the appropriate U.S. State if
no activity occurs in the Account within the time period specified
by State law. The specific length of time between the last acliwty
or contact and escheatment varies by State law, but is generally
between three (3) and seven {7) years. The time period begins
whenever you do any of the activities above or when a certificate
of deposit matures.
Unless your Account balance is less than $10, we wll attempt to
notify you by sending a letter to your last known address before
your deposit may have to be sent to the State. If no response to
the letter is received from a legal owner of the Account, the ^nds
\mII be sent to the State indicated by your last knov/n address.
Once this has occurred, you will have to file a claim for the return
of the funds with the State. Further information may be obtained
from the State. Once your funds are surrendered to the State, you
agree that we no longer have any liability or responsibility with
respect to the funds.
The Bank may assess an Inactive Account Letter Fee for each
communication sent to you regarding inactivify, dormancy, and
escheatment.
Notices
Any written notice you give to the Bank is effective when it is
actually received by the Bank, and after we have had a
reasonable opportunity to act on it. Any written notice the Bank
gives to you is effective when it is deposited in the U.S. mail,
postage prepaid, and addressed to you at your statement mailing
address.
Changes in Terms and Conditions
We may amend, add, or delete any provisions of the terms and
conditions detailed in these pages at any time. To the extent and
in the manner and time frames required by law, we will notify you
in advance of any changes that affect your rights and obligations.
You indicate that you accept a change we make by continuing
your Account relationship with us or, if the change affects your
certificate of deposit, by allowing the certificate of deposit to
renew after the change becomes effective.
Sub-Accounts
For our internal accounting purposes, your checking Account
consists of two sub-Accounts. One of these is a transaction sub-
Account (e.g., a checking sub-Account). You will transact
business on this sut>-Account. The other is a nontransaction sut>-
Account (e.g., a savings sub-Account). The sub-Accounts wll only
occur on our books. You cannot directly access the
nontransaction sub-Account, but you agree that we may
automatically, and without a specific request from you, initiate
indiwdual transfers of funds between sub-Accounts from time to
time at no cost to you. This Account organization viriii not change
the amount of federal deposit insurance available to you, your
Available Balance, the information on your periodic statements,
your fees, your bank statement or the interest calculation on your
Account, if this is an Interest-bearing Account.
12
Positive Pay Service
For business Accounts, you acknowledge that your failure to use
our positive pay service could substantially increase the likelihood
of undetected fraudulent actiwfy on your business Account(s) and
that it is not unreasonable under the circumstances for us to
require you to use our positive pay service upon request. You
agree that if you fail to implement the positive pay senrice, you will
be precluded from asserting any claim against us for paying an
unauthorized, altered, counterfeit or other fraudulent Item that the
positive pay senrice was designed to detect or deter, and we will
not be required to re-credit your Account or otherwise be liable to
you for paying such Item, provided we used ordinary care in the
payment of any such item or transaction.
Automated Clearing House Transactions
We may accept on your behalf payments to your Account which
have been transmitted through one or more Automated Clearing
House. Credit for ACH transactions is proirisional until we receive
final settlement for the transaction through a Federal Reserve
Bank. If we do not receive final settlement, you agree that we are
entitled to a refund of the amount credited to your Account for the
transaction, and the party making payment to you shall not be
deemed to have paid you the amount of the transaction.
We wrill notify you of the receipt of ACH Items through the periodic
statements we provide to you. Although we will not provide next
day notice via mail, you may verify ACH transactions by
accessing the various business online banking services or by
contacting our Contact Center at the address or phone number
listed at the end of this Agreement.
These transactions are not subject to the Electronic Fund
Transfer Act. Your rights and obligations with respect to ACH
transactions involving your Account are governed by the laws of
the state of New York, as well as the operating rules of the
National Automated Clearing House Association.
Unlawful Internet Gambling
Banking regulation prohibits banks from processing restricted
transactions through a business account. Restricted transaction
means any of the following transactions or transmittais involving
any credit, funds, instrument, or proceeds that prohibits any
person engaged in the business of gambling, betting or wagering
(which does not include the activities of a financial transaction
provider, or any interactive computer service or
telecommunications service) from knowingly accepting, in
connection with the participation of another person in unlawful
internet gambling: (1) credit, or the proceeds of credit, extended
to or on behalf of such other person (including credit extended
through the use of a credit card); (2) an electronic fund transfer, or
funds transmitted by or through a money transmitting business, or
the proceeds of an electronic fund transfer,' or money transmitting
senrice, from or on behalf of such other person; or (3) any check,
draft, or similar instrument that is drawn by or on behalf of such
other person and is drawn on or payable at or through any
financial institution.
DEPOSITS TO YOUR ACCOUNT
Accepting Deposits
At our sole discretion, we may accept or reject deposits to your
Account from any source and need not question the authorify of
tiie depositor to make the deposit. In accepting Items for deposit,
13
we will give only Provisionat Credit until coiiection is fnal for any
items, other than cash, we accept for deposit (including Items
drawn "on us"). Before settlement of any Item becomes final, we
act only as your Agent, regardless of the form of endorsement or
lack of endorsement on the Item and even though we provide you
Provrisional Credit for the Item. The Bank may refuse to accept
any Item. If the Bank accepts an Item, the risks in the check
collection process shall be borne solely by you. You acknowledge
that if an Item has "cleared" or has been "paid," the Item is still
subject to reversal and cha^eback to your Account whenever the
Bank is unable to collect the funds from the drawee/issuer
institution. If the institution upon which an Item Is drawn does not
honor the Item, If an Item you deposit is returned unpaid, or if an
Item is lost in transit, the Bank is authorized to reverse the deposit
to your Account (or debit your Account for checks cashed or
paid), to reverse any related interest, and to pursue a collection
action against you if necessary, all without regard to the
timeliness of the return of the item.
We reserve the right either not to credit your Account or, if already
credited, to charge your Account for any Items lost in transit. In
the unlikely event that your deposit is lost in transit, you will be
asked to recreate the check portion of your deposit. Therefore,
you should maintain adequate records to permit identification of
the drawer of any deposited Item that is reported lost in the
payment process and to provide that drawer vrith adequate
information to take whatever action is appropriate for cancellation
and/or replacement of ttie item which you deposited. You agree
that Bank of the West is not responsible for items lost while not in
our possession. We may reverse any Provisional Credit for Items
that are lost, stolen, or returned (or debit your Account for checks
cashed). We may also reverse any related interest without regard
to the timeliness of the return of the item. If you give us cash that
we later determine to be counterfeit, we will charge your Account
for the amount we determine to be counterfeit. Actual credit for
deposits of, or payable in, foreign currency will be at the
exchange rate in effect on final coiiection in U.S. dollars. We are
not responsible for transactions by mall or outside depository until
we actually record them. We will treat and record all transactions
received after our "daily cutoff time" on a Business Day we are
open, or received on a day we are not open for business, as if
initiated on the next Business Day that we are open. At our
option, we may take an Item for collection rather than for deposit.
If we accept an item for coiiection, the Item will be deposited to
your Account when payment of the Item is received by the Bank.
At our discretion, our Collection Fee may be netted from the
proceeds of the collected Item. In addition, institutions that pay
Items on collection typically remit the amount of the Item less any
fee they assess, if we accept a third-party check for deposit, we
may require any third party endorsers to verity or guarantee their
endorsements, or present acceptable identification and endorse in
our presence. We reserve the right to require that any check be
made payable to, and be deposited into the Account of, a named
payee. Any items that the Bank is unable to collect may be
returned to you by standard U.S. mail.
Verification of Deposits
All transactions, induding those for which the Bank has provided
a receipt, are subject to the Bank's final verification. Verification of
a deposit does not occur at the teller window (or upon deposit into
an ATM). Consequently, the receipt that you receive at the time of
your deposit is not evidence that your deposit has been verified.
If you give a written verification of deposit to a third party that
requests us to release your Account-related information, we will
assess a fee to the third party for this service.
Correction of Deposit Errors
When we receive your deposits, we may provisionally credit your
Account for the amount indicated on the deposit slip (or. as to
ATM deposits wiUrout a deposit slip, the amount indicated on the
ATM screen), subject to later verification by us. You must ensure
that the amount indicated on the deposit slip (or ATM screen) is
correct even if you did not prepare a deposit slip. If we later
determine that the amount indicated on the deposit slip or
reported on an ATM receipt is incorrect, we may make the
appropriate debit or credit adjustment to your Account. The Bank
may reverse or otherwise adjust any credit it determines was
erroneously made to your Account at any time without prior notice
to you.
CHECKS
Check Cashing
We may require that you first deposit to your Account any Item
you have requested be cashed. At our discretion, however, we
may permit the negotiation of Items payable to you for cash with
or without your endorsement. If any cashed Item is returned to us
for any reason, we may charge the Returned item to any of your
Accounts. A Deposited Item Returned Fee may also be assessed
on your Account. We may require that any Item drawn on your
Account be presented for cashing at your Branch of Account.
We may also require reasonable identification to cash such an
Item. We will decide what identification is reasonable under the
circumstances and such identification may be documentary or
physical and may include collecting a thumbprint or fingerprint.
The inability or refusal to provide the fingerprint by any person
presenting an Item for cashing is grounds for us to refuse to cash
the Item. You agree that we shall have no liability, including,
\Mthout limitation, liability for wrongful dishonor, for our refusal to
cash an Item under these conditions.
Check Cashing Fee - Bank of the West Check
We may charge a fee to anyone v\riio does not have an eligible
deposit Account with us who is cashing an Item drawn on your
Account, with certain exceptions. Refer to our Schedule of Fees
and Charges for Business Deposit Accounts for details.
in many states, employers are obligated to provide payroll
payments to employees such that there are no bank fees for their
employees to negotiate the payroll payment at the bank. We offer
services whereby employers can fulfill statutory obligations to
employees. Check with your Branch of Account.
Remotely Created Checks Deposited
You warrant and agree to the following for every Remotely
Created Check we receive from you for deposit or collection: (1)
you have received express and verifiable authorization to create
the Remotely Created Check in the amount and to the payee that
appears on the Remotely Created Check; (2) you will maintain
proof of the authorization for at least three (3) years from the date
of the auti^orization, and supply us the proof if we ask; and (3) if a
Remotely Created Check is returned, you owe us the amount of
the Remotely Created Check, without regard to when the
Remotely Created Check is returned. At any time, should you
deposit or wish to deposit Remotely Created Checks, we may
require that you execute additional agreement(s) and that you
esteblish a reserve Account, pledged to us, that would serve as a
14 15
fund to accept chargebacks of Remotely Created Checks. Any
reserve Account would be required to be maintained for the
length of the applicable statute of limitation. We may take funds
from any of your Accounts, including any reserve Account, to pay
the amount you owe us. If there Is an Insufficient Available
Balance in your Account to pay the amount of our loss, you still
owe us and shall promptly pay the remaining balance.
Requirements When Creating or Depositing a Remotely
Created Check
Any Remotely Created Check you seek to deposit must contain
the followng information for the account of the person for whom
you have created the check:
• The account owner's bank account number.
• The account owner's name printed or typewritten.
• Refer any questions on your creating a Remotely Created
Check to your vendor who supports this service.
You also must include an External Processing Code (EPC) of a
'6' in position 44 of the MICR line to the immediate left of the
Routing number and such other features including any size or
ctxQck processing requirements as we may require from time to
time.
Wth respect to any Remotely Created Check you deposit, you
represent that you are entitled to enforce each Remotely Created
Check.
We may immediately terminate or limit our acceptance of
Remotely Created Checks at any time without pnor notice. You
agree to indemnify, defend and hold us harmless from and
against any and all losses, damages, claims, judgments, liability,
costs, and expenses that we may incur arising directly or
indirectly from your deposit of Remotely Created Checks. Your
indemnification obligations under this provision shall survive any
termination of our Account relationship with you.
Postdated and Void-Dated Checks
A postdated check is one which bears a date later than the date
on which the check is written. We may properly pay and charge
your Account for a postdated check even though payment was
made before the date of the check, unless we have received a
stop payment order in time to have a reasonable opportunity to
act. If you wish a postdated check to be honored on or after the
date written on the check, you must release the stop payment
order on the date you want the postdated check to be paid.
Because we process checks mechanically, your stop payment
order will not be effective and we will not be liable for filing to
honor your stop payment order unless it precisely identifies the
number, date, amount and payee of the Item. If you put a void-
date on your chedc (a date or number of days after which the
check is not good), we may pay the check and cha^e it to your
Account even if it is presented for payment after the void-date. If
you do not want us to pay a void-dated check, you must place a
stop payment order on it on or after the void date. Refer to "Stop
Payments" in this section of this Agreement.
Stale-Dated Checks
We are not obligated to, but may at our option, pay a check,
other than a ceilified check, presented for payment more than
six months after its date. If you do not want us to pay a stale-
dated check, you must place a stop payment order on the check.
Refer to "Stop Payments" In this section of this Agreement.
Checks Drawn In Non-U.S. Dollars and/or Drawn on Foreign
Banks
We may refuse to accept any item(s) for deposit or collection if
they are payable In a currency other than U.S. dollars. If we
accept any Item for deposit, we may assume that any Item
drawn on an Institution outside the United States of America
("Foreign Bank") is payable in the currency of the country where
the Foreign Bank is located. If we accept an Item drawn on a
Foreign Bank, you assume all risk of loss associated with
currency value fluctuations and late returns. We may use our
current buying or selling rate, as applicable, when processing
foreign currency Items and may recover from your Account, or
from you, any costs or loss Incurred in connection with our
processing of such Items. Refer to "Accepting Deposits" in the
DEPOSITS TO YOUR ACCOUNT section of this Agreement.
Endorsements or Notations on Items
All Items presented for deposit should be properly endorsed. To
ensure that your Item is processed without delay, you must
endorse it (sign it on the back) in a specific area. Your entire
endorsement (whether a signature or a stamp) along virith any
other endorsement information (e.g. additional endorsements, ID
information, driver's license number, etc.) must fell vwthin 1 1/2"
of the "trailing edge" of an Item. Endorsements must be made in
blue or black ink. so that they are readable by automated check
processing equipment. As you look at the front of a check, the
trailing edge" is the left edge. When you flip the check over, be
sure to keep all endorsement information within 1 1/2" of that
edge. If an Item is not endorsed, the Bank is authorized to supply
any missing endorsement or collect any Item without
endorsement. You warrant all endorsements are genuine.
There may, however, be some instances in which the Bank may
require your endorsement before accepting an Item for deposit
or encashment. We may accept or pay Items bearing restrictive
endorsements or other notations, whether on the front or the
back of the Item. You agree that such restrictive endorsements
and other notations shall have no effect on us. You agree to
indemnify, defend, and hold us harmless from and against any
and ail losses, damages, claims, judgments, liability, costs, and
expenses related to or arising out of our acceptance or payment
of such Items. Your Indemnification obligations under this
provision shall survive any termination of our Account
relationship with you.
We reserve the right to refuse to cash or accept Items bearing
qualified endorsements (e.g., an endorsement "without recourse"
or "no protest"). If we agree to accept such Items, you agree that
such qualified endorsements shall have no effect on us. We
reserve the right to refese to cash or accept for deposit Items
which bear more than one (1) endorsement or the endorsements
of payees who are not known to us. If you wish to deposit or
cash an Item that has been endorsed by a payee who is not
known to us, we reserve the right to require that: (1) all
endorsers be present and endorse in our presence before we
accept an Item; or (2) all endorsements be guaranteed by a
financial institution.
"Mechanized" and Facsimile Check Signatures
If you use a procedure or mechanism that causes Remotely
Created Checks or any other type of check to be drawn on your
Account with a typed signature, facsimile signature, notation,
mark, or other form of mechanical symbol (collectively, the
"Mark") that is not the signature that is on the signature card that
you signed vrhen you opened your Account, you are adopting the
16 17
Mark as your signature and authorizing the Bank to pay checks
on which the Mark appears or purports to appear. You should
understand, however, that it is easier for someone to imitate,
duplicate, or counterfeit a form of mechanical signature than it is
for someone to imitate, duplicate, or counterfeit a unique and
distinctive signature. For this reason, by adopting a form of Made,
you are assuming ail risk of loss resulting from the unauthorized
use and/or forgery of the Mark, and are explicitly authorizing the
Bank to pay any and all checks presented against your Account
which contain any mechanical signature which reasonably
resembles the form you have adopted regardless of:
• whether the Mark is actually that which you have adopted,
• how or by whom the Mark was affixed, and
• whether the check vt^ich bears or purports to bear the Mark
was, in fact, authorized by you.
If you adopt a facsimile check signature, you agree to indemnify,
defend and hold us and our correspondent banks harmless from
and against any and all losses, damages, claims, judgments,
liability, costs, and expenses v^ich we or they may suffer arising
directly or indirectly out of the misuse, uniawhjl, or unauthorized
use of a facsimile signature by any person, including but not
limited to, the payment of all Items bearing, or purporting to bear,
your authorized facsimile signature, even if the facsimile
signature was affixed by copying or offierwise counterfeiting the
facsimile signature. Unless you make advance arrangements
with us, we have no obligation to honor facsimile signatures on
your Items. You must notify us at once if you suspect that your
facsimile signature is being or has been misused. Your
indemnifcation obligations under this provision shall sun/ive any
termination of our Account relationship with you.
Returned Deposited Items
If an Item you deposit'to or cash against your Account is retumed
to us for any reason, without regard to the timeliness of the retum,
the amount of the item and a Deposited Item Retumed Fee will
be charged to your Account. If we receive an affidavit, declaration
under penalty of perjury, or another form of certification stating, as
to any Item on which we make a warranty, (1) that an
endorsement of the Item deposited to or cashed against your
Account is forged, unauthorized, or missing. (2) that the Item
contains an alteration, or (3) that the Item is otherwise
unauthorized so that we may have breached a warranty we make
as a depository bank, we may rely on the truthfulness of the
affidavit, declaration, or certification. Without prior notice to you,
the Bank reserves the right in its sole discretion to place a hold on
the funds pending an investigation or to charge back to your
Account the amount of any Item deposited to your Account or
cashed for you and which is later retumed to us due to an
allegedly forged, unauthorized or missing endorsement, claim of
alteration, encoding error, or other problem which, in our
judgment, justifies reversal of credit. We reserve the right to
deposit ttie funds at issue wth an appropriate court. Once we
have debited your Account for the amount of the Retumed Item
and the Deposited Item Retumed Fee, the item may be mailed
back to you by standard U.S. mail at the address we have on our
records for the Account in question.
Advanced Notification of Retumed Item
If we receive advance notification that any Item which you
deposited or cashed is being retumed by the drawee institution,
we reserve the right to place a hold on your Account for the
amount of those funds. We will mail you a notice ad\rising you of
this action. Upon our actual receipt of the Item, it may be
16
charged to your Account and, unless an Overdraft is created, will
be returned to you so you may take whatever action you deem
appropriate.
Stop Payments
Before we pay a check or third-party transfer, you have the right
to place a stop payment order ("Order") on the Item, provided
that:
• The Bank is authorized to deduct from your Account the
Bank's applicable Stop Payment Fee.
• Each Order applies ONLY to the Items that conform
EXACTLY to the descriptions you pro\rided on the Order. If
any of the Information conceming the Item is not given or is
Incorrect (including your failure to give the precise amount of
the Item, to the penny), the Bank may not be able to honor
the Order.
• The Bank must receive each Order at a time and in a manner
that allows the Bank a reasonable opportunity to act on the
Order for the Order to be honored. Each Order shall not be
effective if the Bank has already: (1) accepted or certified the
Item; (2) paid the Item in cash; or (3) settled for the Item
without having the legal right to revoke the settlement under
statute, rule, or agreement.
• Each Order will terminate at the earliest of the follovring: (1)
13 months from the date it is received by the Bank; (2) your
closure of the Account; or (3) in the case of non-recurring
ACH Orders, after the ACH Item is retumed one (1) ti me.
Unless the Order is renewed (and the fee applicable at the
time charged), the Item may be paid if it is presented for
payment after the Order terminates. If the Order terminated
as a result of you closing the Account, a new Order must be
placed at the fee applicable at that time if you later reopen
the same Account.
• If the Bank is able to and does stop payment on the item, the
payee or other holder of the Item may be able to recover from
you the amount of tiie Item plus other appropriate fees and
damages.
• If more than one person is permitted to draw (make
NMthdrawals) on your Account, any of those persons may stop
payment on any Item.
• You agree to indemnify, defend and hold the Bank harmless
from and against any and all losses, damages, claims,
judgments, liability, costs and expenses that the Bank may
either incur or be assessed due to honoring the Order. You
authorize the Bank to debit your Account for any such
amount due the Bank. Your indemnification obligations under
this provision shall survive any termination of our Account
relationship with you.
• if the Bank re-credits your Account after paying the Item over
a valid and timely Order, you agree to transfer to the Bank ail
of your rights against the payee or other holder of the Item
and to assist the Bank in any later action taken against said
payee or other holder.
Order of Paying Checks and Other Items
We post many transactions in "groups" at the end of each
Business Day as follows: First, we credit your Account for Items
and funds that have been accepted for deposit to your Account.
Charges against your Account are then generally processed in
the following sequence; (1) previously authorized transactions
(e.g., ATM withdrawals, PCS Debit Card transactions, checks
19
you cash at a branch, and checks drawn on the Bank that are
negotiated at one of our branches); (2) wire transfers; (3)
transfers of ^nds between Bank of the West Accounts; (4) Bank
fees; (5) checks presented for payment against your Account;
and (6) transactions presented through the ACH. Note; Online
banking bill payments may be processed as either checks or
ACH transactions. Wthin each group, we generally pay Items as
follows: If Items have a machine readable date and/or time
stamp, we pay the Items in the order of the date/lime stamp. If
we have no date/time stamp, we pay those items after Items with
a time stamp, sequenced from the lowest amount to the highest
amount. If the Items are checks, we pay them In check number
order (from low to high). When we cannot readily determine
check numbers, we pay those checks after checks with
identifiable check numbers in sequence from the lowest amount
to the highest amount. The order in which transactions are paid
can affect the total amount of Overdraft/Returned Item Fees.
On any given Business Day, we may have system issues that
could cause us to change the order in which groups and
transactions are processed. Our order of posting depends on a
number of factors, including when a transaction occurs, whether
it has already been approved by us or has become final, the
order in which it is presented, the amount, system availability,
risk to the Bank, and the type of transaction in question, among
other variables. We will not give you prior notice of any change
to the general posting order described above. We always
reserve the right to post transactions that are payable to Bank of
the West first, and we may post any transaction earlier or later in
the process than is indicated above. As such, if you want to
avoid an Overdraft or the possibility of a rejected transaction, you
should take steps to ensure that your Account has a sufficient
Available Balance to cover each of your transactions and fees.
Note: We may provide you with balance, transaction and other
information throughout the day via online banking, the Contact
Center, or a branch employee. Since many transactions are not
ordered, posted or processed unUI the end of the Business Day,
we cannot guarantee which Items or transactions (with a few
exceptions, such as checks cashed at a branch) wili be paid until
pror^sing has been completed.
Check Printing
If you do not purchase your check stock from us, you must be
certain that we approve the check stock you purchase. We
may refuse any withdrawals or transfer requests which you
attempt on forms not approved by us or by any method we do
not specifically permit. Even if we honor a nonconforming
request, we are not required to do so later. On most Accounts,
there \mII be a charge for check printing. The printing charge
will vary according to the check design, style and quantity you
select.
Check Processing
We process Items mechanically by relying solely on the
information encoded in magnetic ink along the bottom of the
Items. This means that we do not individually examine all of
your items to determine if the Item is properly completed,
signed and endorsed or to determine if it contains any
information other than what is encoded in magnetic ink. You
agree that we have not failed to exercise ordinary care solely
because we use our automated system to process items and
do not inspect all Items processed in such a manner. Using an
automated process helps us keep costs dowrr for you and all
Account holders.
Checks Accepted for Deposit
Checks accepted for deposit to, or to be cashed against, your
Account may not be available for immediate withdrawal. Refer to
the FUNDS AVAILABILITY POLICY section of this Agreement
for information about when you can withdraw funds you deposit.
Aiso, although we attempt to identify and prevent fraudulent
transactions, we have no duty to you to determine whether any
check you deposit or cash is forged,, counterfeit, altered,
improperly endorsed, or otherwise improper.
Electronificatlon of Checks
Many transactions which are initiated with a paper check may be
converted into an electronic fund transfer through the Automated
Clearing House (ACH) at some point in the payment process.
This section describes four common ACH programs that may
affect your Account and may be identified on your Account
statement.
• Point of Purchase Program (POP): Merchants participating in
the "Point of Purchase" program are able to take one (1) of
your checks and scan it at the point of purchase thereby
converting it into an electronic payment through the ACH.
Participating merchants are required to: (1) inform you of
their participation in Uie program; (2) request your signature;
(3) return your check to you marked "Void" or "Not
Negotiable": and (4) give you a receipt. This electronic
transaction will be debited from the Account on which the
check was drawn and w/ill appear on your statement with the
details of the transaction, including the check number. To
participate in the Point of Purchase program, you must use a
check with a preprinted check number on it. You may not use
a check that you have previously used, whether or not it has
been marked "Void" or "Not Negotiable." You may stop
payment on these transactions before your Account is
debited if you notify us that the check was converted to a
Point of Purchase electronic payment.' If you fail to notify us
of the conversion of your check into an electronic payment,
we will not be liable for our failure to stop payment on the
electronic payment
• Accounts Receivable Truncated Checks Program (ARC):
Some payees that you pay on a regular basis, such as
utilities, credit card companies, and insurance companies
participating in the ARC Program, may convert the check you
mail to them into an ACH electronic debit from the Account
upon which the check was written. The debit vwll appear on
your Account statement with the check number, the payee's
name and the indicator "Check Payment." The payee keeps
the check and it wli not be returned to you. When the payee
participates in this program, the payee must notify you. You
should review all statement messages and materials
accompanying your bill closely for this notification. You may
stop payment on these transactions as long as your stop
payment request is received before the transaction is posted.
• Back Office Conversion Program (BOC): Merchants or
manned bill payment locations participating in the ACH "Back
Office Conversion" program will accept your check for
payment and later scan It in a back office environment
converting it to an ACH electronic debit to your Account.
Participating merchants and bill payment locations are
required to inform you of their participation in the program
with conspicuous signage as well as provide notification on
your receipt to include a phone number for questions. This
electronic transaction will be debited from the Account on
which the check was drawn and will appear on your
20 21
statement with the details of the transaction, Including the
check number, payee information and date. You may stop
payment on these transactions before your Account is
debited.
• Represented Checks Program (RCK): Some payees may
convert a returned unpaid check into an ACH electronic debit
from the Account upon which the check was written. The
debit will appear on your Account statement \Mth the check
number, the payee's name, and the Indicator "Converted
Paid Item." The payee keeps the check and it will not be
returned to you. When the payee participates In this program,
the payee must notify you. You should review all signage and
postings at merchant locations for this notification when
writing a check. You may stop payment on these transactions
as long as your stop payment request Is received before the
transaction Is posted.
Merchant Capture Program
Merchants may participate In a merchant capture program with
their bank. This program allows merchants to electronically
transmit checks to their bank for deposit to the merchant's
account rather than physically deposit the checks at their bank.
Merchants are not .required to notify you when they are
participating In a merchant capture program. When you write a
check to a participating merchant, the merchant will retain and
later destroy the check; the check will not be retumed to you.
The debit will appear on your Account statement along with your
other payments. You may stop payment on these transactions as
long as your stop payment request is received before the
transaction is posted. You may or may not receive a substitute
check or image of the check In your statement.
Check Deposits by a Mobile Deposit Service
Both consumers and businesses to whom you make checks
payable may participate In a mobile deposit service with their
bank whereby they may make deposits of checks to their
checking, savings, or money market account from their home or
other remote iocations by scanning eligible checks. The images
of the checks and associated deposit account Information will be
delivered electronically to their bank rather than be physically
deposited at their bank. Please be aware that a participant In a
mobile deposit service Is not required to notify you when they
make such a deposit. If you write a check to a parlldpant and the
check Is deposited using a mobile deposit service with their
bank, the participant \mII retain the check, and the check will
generally not be retumed to you. The debit will appear on your
Account statement along with your other payments. You may
stop payment on these transactions as long as your stop
payment request Is received before the transaction Is posted.
You may or may not receive a Substitute Check or image of the
check In your statement.
FUNDS AVAIUBILITY POLICY
Your Ability to Withdraw Funds
Our policy is to make funds from your cash and check deposits
available to you on the first Business Day after the Business Day
we receive your deposit. Electronic Direct Deposits and wire
transfers will be available on the Business Day we receive the
deposit Once the funds are available, you can vrithdraw them In
cash and we wll use the funds to pay Items presented against
the Account.
Determining the Availability of Your Deposits
For detemilning the availability of your deposits, every day Is a
Business Day, except Saturdays, Sundays, and federal holidays.
If you make a deposit at one of our branches on a Business Day
that we are open, we will consider that day to be the day of your
deposit. However, If you make a deposit at one of our branches
on a non-Business Day, we will consider that the deposit was
made on the next Business Day we are open.
Deposits made at one of our night drop facilities are considered
to be received and deposited when we remove them fi'om the
night drop. We wlil remove and process deposits once a day not
later than the next Business Day following the day the deposit
was placed in our night drop.
Longer Delays May Apply
In some cases, we vdll not make all of the funds that you deposit
by check available to you on the first Business Day after the day
of your deposit. Depending on the type of check that you deposit,
funds may not be available until the second Business Day after
the day of your deposit. The first $200 of your deposits, however,
will be available on the first Business Day after the day of your
deposit.
If we are not going to make all of the funds from your deposit
available on the first Business Day after the day of your deposit,
we will notify you at the time you make your deposit. We \mII also
tell you \Mien the funds will be available. If your deposit is not
made directly to one of our employees, or If we decide to take
this action after you have left the premises, we will mail you the
notice by the day after we receive your deposit. If you vrill need
the funds from a deposit right away, you should ask us when the
funds will be available.
In addition, some or all of the funds you deposit by check may be
delayed for a longer period under the following circumstances:
• We believe a check you deposit will not be paid.
• You deposit checks totaling more than $5,000 on any one
day.
• You redeposit a check that has been retumed unpaid.
• You have overdravm your Account repeatedly In the last six
months.
• There Is an emergency, such as failure of computer or
communications equipment.
We will notify you If we delay your abilify to vrithdraw funds for
any of these reasons, and we vtrili tell you when the funds wll be
available. They will generally be available no later than the
seventh Business Day afier the day of your deposit.
We are under no obligation to pay any Items you have
authorized against funds that are not yet available. The Bank
may pay such Items at our discretion and overdraw your
Account or they may be retumed due to an insufficient Available
Balance. Refer to the OVERDRAWN ACCOUNTS AND
PAYMENT OF OVERDRAFTS section of this Agreement.
Special Rules for New Accounts
If you are a new customer, the following special rules will apply
during the first 30 days your Account Is open. When opening a
business Account, you are generally considered a new customer
even If you currently have a personal checking Account wifri the
Bank.
22 23
Funds from electronic Direct Deposits and wire transfers to
your Account will be available on the day we receive the
deposit. Funds from deposits of cash and the first $5,000 of a
day's total deposits of cashier's, certified, teller's, traveler's,
and federal, state and local government checks will be
available on the first Business Day after the day of your deposit
If the deposit meets certain conditions. For example, the
checks must be payable to you. The excess amount over
$5,000 will be available on the ninth Business Day after the
day of your deposit. If your deposit of these checks (other than
a U.S. Treasury check) Is not made in person to one of our
employees, the first $5,000 will not be available until the
second Business Day after the day of your deposit. Funds from
all other check deposits vmII be available on the ninth Business
Day afier the day of your deposit.
Deposits at Automated Teller Machines and Cut-Off Times
If you make a deposit at one of our ATMs before 4:30 PM Pacifio
Time (PT) on a Business Day we are open, we will consider that
day to be the day of your deposit. However, If you make the
deposit after 4:30 PM PT, or on a non-Business Day, or on a day
we are not open, we will consider our next Business Day we are
open to be the day of your deposit.
The first $200 of funds from any deposit (cash or checks) made
at ATMs we own or operate will be available on the first
Business Day after the day of your deposit, unless a longer hold
applies.
Holds on Other Funds (Check Cashing)
If we cash a check for you that is drawn on another bank, we
may withhold the availability of a corresponding amount of funds
that are already in your Account. Those funds will be available at
the time funds from the check we cashed would have been
available If you had deposited it.
Holds on Other Funds (Other Account)
If we accept for deposit a chedc that is drawn on another bank,
we may make funds from the deposit available for withdrawal
Immediately but delay your availability to withdraw a
corresponding amount of funds that you have on deposit In
another Account with us. The funds In the other Account would
then not be available for withdrawal subject to the time periods
described In this section for the type of check that you deposited.
Effect of Release of a Hold
Our voluntary release of a hold on fijnds or the expiration of a
hold, does not guarantee that the funds are "good" or that the
check in question will not be returned. If any Item you deposited
Is retumed for any reason, your Account may be charged for
such retumed item(s).
WITHDRAWALS AND ACCOUNT CLOSURES
Closure of the Account
We may close your Account at any time, with or witfiout cause,
upon reasonable notice to you and tender of the Account
balance (including any accrued interest if applicable, subject to
any agreement concerning maturity or the Bank's Right of Set-
ofO either In person or by mail. Items presented for payment
after the Account Is closed may be dishonored. Reasonable
notice depends on the drcumstances, and in some cases, such
as when we cannot verify your Identity or we suspect fraud. It
might be reasonable for us to give you notice after the closure or
when Account closure becomes effective. For instance. If we
suspect fraudulent activity with respect to your Account, we
might immediately freeze or close your Account and then give
you notice. You agree to keep us informed of your current
address at all times.
If your checking, sawngs, or money market Account reaches a
zero dollar balance ($0) and maintains that balance for 90 days
or more, your Account may be closed without notice to you. In
addition, your Account will be subject to closure as a result of
inactivity and escheatment of the balance in accordance with
applicable State law. Refer to "Dormant Accounts and
Escheatment" In the GENERAL INFORMATION ABOUT
DEPOSIT ACCOUNTS section of this Agreement.
When you close your Account, you are responsible for leaving
enough money in the Account to cover any outstanding items to
be paid from the Account, if you close your Account, any
accrued Interest that has not yet been credited to the Account
will be forfeited. This Includes Account closings caused by legal
process.
Reporting of Account Closure
If you do not satisfactorily maintain your Account or If we close
your Account for cause, information concerning your Account
Including, without limitation, insufficient funds activity, fraud or
attempted fraud perpetrated by you, or criminal activity, may be
reported to consumer reporting agencies. Information we report
usually includes, as applicable, your name, business name,
address, Taxpayer Identification Number or Social Security
Number, driver's license number, and the date and reason the
Account was closed. The consumer reporting agency may
supply this information to others. Adverse information prodded
to a consumer reporting agency may affect your ability to open
another deposit account at other financial Institutions.
Right to Advance Notice of Withdrawal or for Cash
Withdrawals
We reserve the right to require not less than 7 days' notice In
writing before each withdrawal from an interest-bearing checking
Account (unless you are Informed otherwise), sawngs Account
or money market Account as defined by Regulation D.
Additionally, if you require a withdrawal from your checking
Account in the form of cash, we reserve the right to require
Indemnification from you and not less than 7 days' notice In
writing before the withdrawal.
Authority to Withdraw
Unless clearly indicated otherwise on tf»e Account records, any
signer on your Account, acting alone, who signs to open the
Account or has authority to make withdrawals may withdraw or
transfer all or any part of the Account balance at any time. Each
of you (until we receive written notice to the contrary) authorizes
each other person who signs or has authority to make
vrithdrawals to endorse any Item payable to you or your order for
deposit to this Account or any other transaction with us. The
Bank may honor all transactions authorized by any signer on
your Account, Including third-party drafts, POS transactions,
electronic transfers, and ATM transfers and withdrawals, as
previously arranged, from any Account.
For some Accounts, the Bank may require you to surrender any
certificate or other writing evidencing the funds on deposit.
24 25
other Withdrawal Umttations
We reserve the right to require you to provide seven (7) days
prior notice if you request and we agree to provide you with a
large cash vwthdrawal. We reserve the right to obligate you to
execute an indemnity for large cash withdrawals. We also, at
cur sole discretion, reserve the right to pay out any withdrawal
from your checking Account in the form of a cashier's check.
We may refuse any withdrawal or transfer request which is
greater in number than the frequency permitted, or which is for
an amount greater or less than any withdrawal limitations. We
will use the date the transaction Is completed by us (as
opposed to the date you initiate It) to apply the frequency
limitations. In addition, we may place [imitations on the Account
until your identity Is verified. Refer to the IMPORTANT
INFORMATiON ABOUT YOUR BUSINESS CHECKING.
SAVINGS AND MONEY MARKET ACCOUNTS section of this
Agreement for details related to frequency limitations on
withdrawals from your savings and money market Accounts.
Withdrawals from a certificate of deposit prior to maturity or prior
to any notice period may be restricted and may be subject to a
penalty. Refer to the IMPORTANT INFORMATION ABOUT
YOUR BUSINESS CERTIFICATE OF DEPOSIT ACCOUNTS
section of this Agreement for details related to any applicable
\A#idrawal penalty.
Availability of Funds
Refer to the FUNDS AVAILABILITY POLICY section of this
Agreement for Information about when you can withdraw funds
you deposit. For those Accounts to which our Funds
Availability Policy does not apply, you can ask us when you
make a deposit when those funds will be available for
withdrawal. We may determine the amount of available funds
in your Account for the purpose of deciding whether to return
an Item for Insufficient funds at any time between the time
when we receive the Item and when we return the Item or send
a notice In lieu of return.
DEBIT CARD SERVICES
FOR BUSINESS ACCOUNTS
Indicated In this section of the Agreement are types of
transactions that you may conduct using your business Debit
Card. Your business Debit Card permits you to access your
Account via Bank of the West ATMs or Shared ATM Networks,
to obtain cash at other financial Institutions using the
Mastercard® network, to conduct merchant and self-service
PCS purchases, and to conduct such other activities as we
permit to holders of a Card, subject to certain transaction
limitations as outlined below. In addition, you may arrange to
have electronic funds transfers to or from your business
Account that are authorized by you and initiated by third
parties. Please read this section of this Agreement carefully
because It tells you your rights, liabilities and obligations for the
transactions listed.
Bank of the West ATM Account Access *
A business Debit Card (available to all businesses), along with a
PIN, allows you access to Bank of the West's ATMs. Most of our
offices have ATMs, and the ATMs are available virtually 24-
hours a day. Consult a branch office for specific hours and
locations.
You may use your Card and PIN to perform any of the followng
transactions:
• make deposits to your linked business checking, money
market, or savings Account(s);
• wiUidraw cash from your linked business checking, money
market, or savings Account(s);
• transfer funds between your linked checking, money market,
or savings Account(s);
• make payments from your linked business checking, money
market, or savings Account(s), such as loan payments,
accepted by Bank of the West;
• obtain the Account balance of your linked business checking,
money market, or savings Account(s): and
• obtain a statement of the last ten (10) transactions (where
available) on your Account(s).
Some of these services may not be available at all Terminals.
The types of ATM transactions you may perform depend on the
types of Accounts you maintain vwth us and the type of Terminal.
Designation of Primary Funding Account
You may link all your checking, money market savings, and
savings Accounts to your Card, but you must, however,
designate one checking Account to be your primary funding
Account. If you have more than one (1) checking Account linked
to your Card, you may change your primary Account designated
for use by contacting our Contact Center at the number listed at
the end of this Agreement.
Shared ATM Network Account Access *
You may access your Account(s) at a Shared ATM Network
using your Debit Card and PIN to:
• withdraw cash from your primary business checking,
savings, or money market Account(s);
• transfer funds among your linked checking, money market
and savings Account(s); and
• determine the Available Balance in your linked primary
business checking, savings, or money market Account(s).
Some of these services may not be available at all ATMs. The
types of ATM transactions you may perform depend on the types
of Accounts you maintain with us.
Frequency and Dollar Limitations at Bank of the West and
Shared ATM Networks *
Unless you are informed othenwise:
• you may make an unlimited number of cash withdrawals
from Bank of the West ATMs or Shared ATM Networks each
calendar day;
• you may withdraw up to $500 (or such other maximum
amount as is agreed upon between you and the Bank) In
cash each calendar day.
For Shared ATM Networks, the dollar limitation Includes the
amount of any fee Imposed by the owner of the ATM. We
reserve the right to change Urese maximum daily limits on cash
withdrawals, which we make based on periodic risk
assessments.
Types of Debit Card PoInt-of-Sale Transactions *
You may access your primary checking Account to purchase
goods (In person, online, or by phone), pay for services (In
26 27
person, online, or by phone), get cash from a merchant. If the
merchant permits, or from a participating financiai institution, and
othenMse make any purchase with participating merchants who
have agreed to accept the Debit Card.
Frequency and Dollar Limitations on Point'Of-Sale
Transactions *
Unless you are informed otherwise, using your Debit Card:
• you may make up to 30 merchandise transactions per
calendar day, per Debit Card. These transactions include
PIN-based PCS. signature-based PCS, phone, electronic
payments, and internet purchases each calendar day;
• you may purchase up to $3,000.00 (or such other maximum
amount as is agreed upon between you and the Bank) worth
of goods or services each day that you use your Debit Card;
and
• you may withdraw up to $500.00 in cash each day when you
use your Debit Card to obtain cash from other financial
institutions using the Mastercard® Network.
Please note that the dollar limitation includes the amount of any
fee imposed by the merchant. Also, the dollar limitations on PCS
transactions may vary depending on the type of Account(s) you
maintain with which the Debit Card is associated. We reserve
the right to change these maximum daily limits on cash
withdrawals and purchases, which we make based on periodic
risk assessments.
* Aii transactions are subject to funds availability and applicable
transaction limits.
Currency Conversion and Foreign Transaction Fees
For any transactions conducted in a currency other than U.S.
dollars, the merchant, network, or card association that
processes the transaction may convert any related debit or credit
into U.S. dollars in accordance with its then-current policies.
Mastercard® currently uses a conversion rate that is either (a)
selected from a range of rates available in the wholesale
currency markets (which rate may be different from the rate
Mastercard® itself receives), or (b) the government-mandated
rate. The conversion rate may be different from the rate in effect
on the date of your transaction and the date it is posted to your
Account.
Your foreign transaction will Incur a Mastercard® fee and a Bank
of the West fee for each transaction that you conduct outside the
United States in a foreign currency. These variable fees will be
separately disclosed on your periodic statement The applicable
fees are set forth in our Schedule of Fees and Charges for
Business Deposit Accounts.
Advisory Against Illegal Use
It is your responsibility to use the Card only for valid and lawful
purposes, if you use the Card for any other purpose or
transaction, including, without limitation, unlawful gambling
activity, you agree to assume ail responsibility and liability for
ail losses, costs, and expenses you or we incur as a result of
such use. We reserve the right to block and/or not approve any
authorization request for use of the Card in any activity we
believe is not lawful, including online gambling, if you breach
any of the terms and conditions of this Agreement, unless
othenMse limited by law, you agree to indemnify, defend and
hold us harmless from and against any and aii resulting losses,
damages, claims, judgments, liability, costs, and expenses.
Display of a payment card logo by, for example, an online
merchant does not necessarily mean that transactions are
lawful in all jurisdictions In which the cardholder may be
located. Your indemnification obligations under this provision
shall survive any termination of our Account relationship with
you.
If you use your Card for any illegal transaction, this Agreement
also applies to such transaction, and you agree to pay any and
all amounts related to such transaction pursuant to the terms of
this Agreement. We may, in our sole discretion, restrict the use
of or terminate your Card if we notice excessive use of your
Card or other suspicious activities or if we reasonably believe
the Card is or has been used for one or more illegal
transactions.
Use of Your Debit Card
Your Card is propeify of Bank of the West, and we may revoke
your Card and privileges to access electronic services at any
time without notice. You must follow the procedures used by the
merchant, online merchant or financial institution for using your
Card.
Information About Debit Card Purchase Transactions
When you use your Debit Card for a one time everyday POS
purchase, you are making a withdrawal from your primary
checking Account. You may be asked to use your PIN, sign a
sales slip or other document, or only to provide your Debit Card
number. Some merchants may assess a fee for this type of
transaction. We are not liable if a merchant or financiai
institution refuses to accept your Debit Card or Debit Card
number.
(1) VWien you do a PIN-based transaction with your Debit Card,
we deduct the amount of your transaction almost
immediately, including any cha^e imposed by the merchant,
from the Available Balance in the primary checking Account
that you designate for this service.
(2) l^en you do a signature-based transaction with your Debit
Card, we give authorization to the merchant and place a hold
("Authorization Hold") on the Available Balance in your
primary checking Account pending settlement from the
merchant (refer to "Effect of Authorization Hold on Other
Transactions' below). The Authorization Hold is placed for up
to three (3) business days; however, for some types of
purchases we may place an Authorization Hold for a longer
period. The merchant is responsible for submitting and
settling the transaction, and the Bank has no control over
merchants to require that they do so in a timely manner.
NOTE: Merchants such as, but not limited to, car rental
companies, and hotels may request approval from us
for an estimated amount of your purchase (which
may be more or less than the actual final amount of
the purchase) since the merchant does not always
know the exact amount of your purchase when it
requests an authorization.
(3) When you use your Debit Card number for an online
purchase, some online merchants (through a participating
network) request approval of the transaction but the amount
Is not deducted from your Available Balance until the
merchant ships your purchase and submits settlement to the
Bank. The Bank has no control over this arrangement with
the online merchants or participating network. As Is true with
aii your Debit Card transactions, you are responsible for
ensuring you maintain a sufficient Available Balance in your
Account to cover ail transactions you conduct until they are
debited from your Account.
28 29
Information About Settlement of Debit Card Transactions
Once we have given authorization to the merchant on a
purchase transaction and any Authorization Hold has been
placed on your Account, the merchant must settle the
transaction by submitting the final transaction amount to the
Bank for processing.
(1) If the merchant settles within three business days, the
transaction wiii be paid out of the Authorization Hold which
will then expire immediately.
• if the actual final amount is less than the Authorization
Hold, the transaction will be paid, the Authorization Hold
vnli expire, and the difference will be returned to the
Available Balance in your Account.
• if the actual final amount exceeds the Authorization Hold
and you do not have a sufficient Available Balance in your
Account to make up the difference, your Account wiii
become overdrawn and you may be charged an Overdraft
Fee.
(2) If the merchant does NOT settle within three (3) business
days, the Authorization Hold expires and the funds are
returned to the Available Balance in your Account. When the
merchant does settle:
• If you have a sufficient Available Balance in your Account,
the transaction will be paid.
• if you do not have a sufficient Available Balance in your
Account at the time the merchant settles (due to other
transactions on your Account), your Account will become
overdrawn and you may be charged an Overdraft Fee.
in ail situations described above, the Bank is legally obligated to
pay the actual final amount of the transaction to the merchant.
Effect of Authorization Hold on Other Transactions
You are responsible for maintaining a sufficient Available
Balance in your Account to equal the amount of your transaction
(e.g., additional tip placed on a restaurant transaction) plus any
other transactions you have conducted that may post to your
Account during the Authorization Hold.
The presence of an Authorization Hold (which may be for more
than the actual amount of the purchase) on your Account could
affect the Available Balance needed to cover other transactions.
If another transaction (e.g., check or ACH transaction) is
presented for payment in an amount greater than the Available
Balance in your Account after the Authorization Hold has been
placed, and we decide to pay the transaction, your Account may
become overdrawn and you may be subject to an Overdraft
Fee. If we do not pay the presented transaction, the ltem(s)
may be returned and.you may be subject to the Returned Item
Fee. Refer to the OVERDRAWN ACCOUNTS AND PAYMENT
OF OVERDRAFTS section of this Agreement for details.
If you do not ultimately use your Debit Card to pay for your
purchases or if the actual amount of purchases posted to your
Account varies from the estimated amount authorized by us, It
Is the responsibility of the merchant, not the Bank, to cancel
the prior authorization based on the estimated amount. The
failure of the merchant to cancel a prior authorization may
result in a temporary-reduction of your Account balance. If the
authon'zation is for an amount higher or lower than the actual
purchase amount, the hold may remain on your Account even
after the actual purchase is paid from your Account. The actual
purchase amount will be paid from your Account vtfrienever the
merchant sends It to us, even if that is after the hold has
expired.
Stop Payment on Purchase Transactions
You may not stop payment on a purchase transaction. Instead,
you must setfie directly with the merchant any disputes you have
about goods and services for which you pay wth your Card or
with the financial Institution where you obtain cash wnth your
Card. Merchants are independent from us, and we are not
responsible for representations made by merchants from which
you choose to purchase goods and services with your Card.
Chip Cards at Merchant Terminals
With the introduction of chip card technology, all ATM and Debit
Cards are issued with an Imbedded chip which provides
increased secxirity from fraudulent or counterfeit card usage. Chip
cards used at merchant chip card terminals will typically require
transactions to be processed as PIN-based, and signature-based
processing of transactions may not be an available option at all
terminals. Merchants who process purchase transactions are
independent from us, and we are not responsible for the options
they may offer for processing transactions using their chip card
terminals.
Debit Card Security Measures
We reserve the right to monitor Card transaction activity as a
means to deter fraudulent transactions. If any unusual
transaction activity is detected, we may attempt to contact you to
confirm the authenticity of the activity. You owe us a duty to
cooperate with us in any investigation of activity we believe is
unusual and potentially fraudulent. Hov^ver, if we are unable to
contact you regarding any unusual or suspicious activity, we
may, at our sole discretion, block your Card in an effort to
prevent fraudulent transactions. In the event that you confirm the
transaction activity as legitimate, we may, at our discretion,
unblock your Card. We reserve the right to terminate all rights to
use your Card if we have reason to believe that there has been
an unauthorized use of your Card or PIN. We may, in our sole
discretion, restrict the use of or terminate your Card If we notice
excessive use of your Card or other suspicious activities. We
reserve the right to decline transactions at the PCS to deter
possible fraud. It Is your responsibility to update Bank of the
West in a timely manner regarding any change in contact
information, name, address, and phone number(s). Cur right to
monitor your Card transaction activity does not replace your
responsibility to review your Account activity or change your
liability regarding reporting unauthorized activity to us. You may
not "opt out" of this process.
Limitations on Frequency of Transfers from Savings and
Money Market Accounts
Additional limitations on withdrawals and transfers from savings
and money market Accounts may apply. Refer to Transaction
Limitations on Savings and Money Market Accounts" in the
IMPORTANT INFORMATION ABOUT YOUR BUSINESS
CHECKING, SAVINGS AND MONEY MARKET ACCOUNTS
section of this Agreement.
Related Fees
Please refer to our Schedule of Fees and Chafes for Business
Deposit Accounts for additional information about fees. Also,
refer to "Currency Conversion and Foreign Transaction Fees"
above in this section. When you use an ATM or make a
purchase at a Terminal not owned by us, you may be charged a
fee by the ATM operator or any network used (and you may be
charged a fee for a balance inquiry even if you do not complete
a fund transfer).
30 31
Your Liability for Use of Debit Card
You are responsible for selecting individuals from your business
who are authorized to hold Cards ("users"). You agree that the
Bank will charge your Account for the amount of each authorized
transaction in which the Card or the Card number is used. You
agree to indemnify, defend and hold the Bank, its directors,
officers, employees, and agents harmless from and against any
and all losses, damages, claims, judgments, liability, costs, and
expenses arising from or relating to the issuance of any Card
and/or payment of any and all transactions and charges incurred
with the Card. Your indemnification obligations under this
provision shall survive any termination of our Account
relationship Mnth you.
You will require users to comply with the provisions of this
Agreement and all other applicable agreements. You are fully
responsible for the failure of any user to comply with this
Agreement. You agree that you are responsible for obtaining the
Card from any user who leaves your business or any user that
you determine is no longer authorized to have a Card and
canceling the Card immediately. You remain responsible for all
transactions with any Card that occur before the Card is
cancelled with Bank of the West.
n/lastercard® Debit Card Zero Liability
Mastercard® imposes certain limits on cardholder liability for a
Debit Card. You will not be liable for any unauthorized
transactions using your Debit Card, if; (1) you can demonstrate
that you have exercised reasonable care in safeguarding your
Debit Card from the risk of loss or theft; and (2) upon becoming
aware of a loss or theft, you promptly report the loss or theft to
us. If you do not meet these conditions, you may be liable for the
full amount of the unauthorized transaction(s).
Electronic Fund Transfers Initiated By Third Parties
In addition to transactions you may conduct with your Debit
Card, you may authorize a third party to initiate electronic fund
transfers between your business Account and the third party's
account. These transfers to make or receive payment may be
one-time occurrences or may recur as directed by you. Tliese
transfers may use the Automated Clearing House (ACH) or
other payments network. Your authorization to the third party
to make these transfers can occur in a number of ways. For
example, your authorization to convert a check to an electronic
fund transfer or to pay electronically a returned check charge
can occur when a merchant provides you with notice and you
go forward with the transaction (typically, at the point of
purchase, a merchant will post a sign and print the notice on a
receipt). In all cases, these third party transfers will require
you to provide the third party with your Account number and
bank information. This information can be found on your check
as well as on a deposit or withdrawal slip. Thus, you should
only provide your bank and Account information (whether over
the phone, the Internet, or via some other method) to trusted
third parties whom you have authorized to initiate these
transfers. Examples of these transfers include, but are not
limited to:
• Preauthorized credits: You may make arrangements for
certain Direct Deposits to be accepted into your checking,
money market, or savrings Account(s).
• Preauthorized payments: You may make arrangements to
pay certain recurring bills from your checking, money market,
or savings Account(s).
• Electronic check conversion: You may authorize a merchant
or other payee to make a one-time electronic payment from
your checking Account using information from your check to
pay for purchases or pay bills as discussed in
"Electroniflcation of Checks" in the CHECKS section of this
Agreement.
• Electronic returned check charge: You may authorize a
merchant or other payee to initiate an electronic fund transfer
to collect a charge in the event a check Is returned for
insufficient funds.
Errors or Questions Concerning Your Card and Certain
Other Transactions
Write or call us at the phone number and/or address listed at the
end of this Agreement as soon as possible if you believe that
your statement or any transaction receipt is incorrect or if you
need more information about a Card transaction or electronic
fund transfer listed on the statement or transaction receipt. We
must hear from you no later than 30 days after we sent you the
first statement on which the error or the problem appeared. You
can call us, but doing so may not preserve your rights. When you
call or write, specify your designated Account number. Card
number, the dollar amount of the suspected error, a description
of the error, and an explanation of why you believe there is an
error, if you tell us orally, we may require that you send us your
complaint or question in writing vwthin 10 Business Days. If we
decide no error was made, we will send you a written
explanation after we finish our investigation. You can request,
and we will provide, copies of the documents used in our
investigation. We may assess a reasonable fee to cover our
duplication costs.
Lost and Stolen Cards
If any user's Card is lost or stolen, you or any user or designee
must notify us immediately either orally or in writing. You may
call or write to us at the address or phone number listed at the
end of this Agreement.
Termination of Business Debit Card Services
We may terminate your business Debit Card Services at any
time without cause. We specifically reserve the right to
terminate these Services if: (1) you or any user of a business
Debit Card should breach any of the terms and conditions set
forth in this section of this Agreement; (2) you are in defriult of
any other Agreement with the Bank (including but not limited to
your failure to pay any indebtedness owed to us when due
should your business close, or in the event of bankruptcy,
insolvency, or liquidation). You may cancel the business Debit
Card services by calling us or writing us on your business
letterhead at the address listed at the end of this Agreement. In
your letter, please identify the Debit Card number, your
designated Account number, and the service and/or Debit
Card(s) to be canceled.
Debit Card Usage Not Governed by Electronic Fund Transfer
Act
Your Debit Card transactions as well as any electronic transfer of
frjnds to or from your business Account are not governed by the
Electronic Fund Transfer Act. You understand and agree that
you are not a "consumer" within the meaning of the Federal
Electronic Fund Transfer Act and the Bureau of Consumer
Financial Protection Regulation E, and the Act/Regulation shall
not apply to any dispute arising between you and the Bank.
32 33
Mastercard® Easy Savings'^ Program
Mastercard® Easy Savings Program Cardholder Terms &
Conditions: Cardholder must be enrolled in the Mastercard® Easy
Savings Program. Payments must be made at participating
merchant locations with only an eligible Mastercard® card issued
by a US bank. PiN-based debit transactions are not eligible.
Participating merchants and rebate offers subject to change.
Restrictions apply, if you do not wish to receive these rebates,
contact the financlai institution that issued your Mastercard®
small business card to cancel your enrollment in the Mastercard®
Easy Savings Program. Go to htfp://wvwv.easysavings.com for
more details.
FUNDS TRANSFERS
Funds Transfers
A funds transfer is the transaction or series of transactions that
begins with the originator's payment order, made for the purpose
of making payment to the beneficiary of the order. A funds
transfer is completed by the acceptance by the beneficiary's
bank of a payment order for the benefit of the beneficiary of the
originator's order. Funds transfers are commonly called wire
transfers but may also be transfers through an Automated
Clearing House, though other transactions may be covered in
this "Funds Transfers" section. Refer to the separate WIRE
TRANSFER REQUEST or any other wire transfer agreement
that is required to be executed at the time of any funds transfer
for terms and conditions that apply.
Reservation of Rights on Funds Transfers
At our sole discretion and without liability to you or any third
party, we reserve the right, for any or no reason, to reject,
impose conditions on, cancel, delay or suspend any instructions
to initiate any funds transfer on your behalf (even if previously
accepted); similarly, at our sole discretion and without liability to
you and without prior notice, we reserve the right to refuse to
receive any funds transfer on your behalf. If we take any such
action described in the previous sentence, we will use
reasonable efforts to notify you of such action by communicating
\Mth you in a method allowed by these policies or in some other
commercially reasonable manner, including verbally notifying
you or your designated representative, but we shall have no
liability to you or any third party if we are unable to give such
notice to you. in the event we take any such action as described
above in this paragraph, you agree that you will indemnify us and
hold us harmless from all loss, cost or expense arising from such
action, including without limitation, with respect to claims by third
parties.
Notice of Receipt of Funds Transfer
in the event we receive a funds transfer for your Account, we are
not responsible for notifying you of our receipt of the funds
transfer. The funds transfer will be reflected on your Account
statement for the applicable period. You agree that we shall not
be liable for any damages, claims, or losses including, without
limitation, loss of any interest incurred by you for any failure on
our part to notify you of receipt of a frinds transfer.
Funds Transfer's Reliance on Identification Numbers
If a funds transfer order designates the beneficiary by both
name and an identifying Account number, we, or any bank
receiving the funds transfer order, may pay the lunds transfer
order based upon the number alone, even if the Account
number does not belong to the named beneficiary, if a funds
transfer order designates an intermediary bank or a
beneficiar/s bank by both name and an identifying number, we,
or any bank receiving the funds transfer order, are entitled to
rely on the identifying number alone, even if the number does
not belong to the named bank.
Transmitting and Recording Information About You In the
Funds Transfer Payment Process
Any funds transfer (or payment order) executed by us is subject
to rules and regulations applicable to funds transfers, including
the Federal Bank Secrecy Act and its regulations, in order to
comply with all applicable laws and regulations in executing any
funds transfer, we may transmit information regarding you, such
as your name, address, and Account number, as part of the
payment process. In addition, vrtren we receive any funds
transfer or payment order, we may require and record your name
and Account number and other information. By sending or
receiving funds transfers through us, you agree that you will
assist us in complying with the applicable laws and regulations
and hold us harmless from any liability in connection with our
compliance with the lavrs or regulations.
Transfers Received Through the Automated Clearing House
If the Bank receives a credit entry on your behalf or for your
Account where the credit entry was transmitted through the
Automated Clearing House and if the Bank does not receive
payment for the credit entry from the financial institution
originating the payment, the credit to your Account may be
reversed.
ACM AND INTERNATIONAL ACH TRANSACTIONS
Financial institutions are required by law to scrutinize or verify
any international ACH transaction (lAT) tiiat they receive against
the Specially Designated Nationals (SDN) list of the Office of
Foreign Assets Control (OFAC). This action may, from time to
time, cause us to temporarily or permanently suspend
processing of one or more lATs and may affect the settlement
and/or availabiilfy of such payments.
At our sole discretion and without liability to you or any third
party, we reserve the right to refuse to initiate or receive ACH
transactions for any or no reason, induding, without limitation,
any ACH transfer to or from any person or entity located in a
country vvnth which the Bank has determined not to engage.
INFORMATION ABOUT FDIC INSURANCE
FDIC Insurance
Funds in your Account(s) with us are insured by the Federal
Deposit insurance Corporation (FDIC) and backed by the full
faith and credit of tiie United States. The amount of insurance
coverage you have depends on the number of Accounts you
have wjth us that are of different "ownership." An individual
Account is one unique form of "ownership." A joint Account, a
pay-on-death Account, and a self-directed qualified retirement
Account (e.g., an IRA) are examples of other forms of
"ownership." Deposit insurance for a person's self-directed
34 35
qualified retirement Account is provided at a maximum of
$250,000. (An iRA is a seif-directed qualified retirement Account
as is any Account where the owner decides where and how to
invest the balance.)
Additionaily, funds are insured up to $250,000 per depositor for
the total amount of funds combined in ail of your other insured
Accounts vMth us.
Deposits owned by corporations, partnerships, and
unincorporated associations Onciuding for-profit and not-for-profit
organizations) are insured together under the same ownership
category up to $250,000. Such deposits are insured separateiy
from the personai deposits of an organization's owners,
stockhoiders, partners or members. To qualify for insurance
coverage under this ownership category, a corporation,
partnership or unincorporated association must be engaged in
an "independent activity," meaning that the entity is operated
primarily for some purpose other than to increase deposit
insurance coverage.
if you want a more detailed explanation or additional information,
please contact the FDiC directly at 1-877-ASKFDiC (1-877-275-
3342). You can also visit the FDiC website at www.fdic.gov and
dick on the "Deposit Insurance" link. The link includes detailed
contact information as well as a deposit insurance estimator.
IMPORTANT INFORMATION ABOUT YOUR BUSINESS
CHECKING, SAVINGS AND MONEY MARKET
ACCOUNTS
Rate Information
Interest rates are determined by Bank policy, market conditions
and the daily balance of the Account.
Frequency of Rate Changes
We may change the interest rate on your Account as frequently
as daily. Rate change notices will not be sent; however, our
current rates are available at www.bankofthewest.com or by
telephoning any Bank of the West branch or our Contact Center
at the number listed at the end of this Agreement.
Hered Rate Accounts
For tiered rate Accounts, interest will be paid on the entire
collected balance at the interest rate set for the tier into which
the entire end-of-day collected balance fails. We reserve the
right to pay the same interest rate on more than one balance tier.
We also reserve the right to pay lower interest rates on the
higher or highest balance tiers.
Compounding and Crediting Frequency
interest will be credited monthly on interest-bearing business
checking, savings, and money market Accounts. Refer to the
Bank's current Rate Sheet to determine the compounding
frequen^ for your checking, savings or money market Account,
as applicable, interest is available for withdrawal when it has
been credited to your Account.
Computation Method
We use the daily balance method to calculate the interest on
your Account. This method applies a daily periodic rate to the
principal in the Account each day. For all interest-earning
36
checking Accounts and money market Accounts, interest is
accrued and calculated on the daily collected ending balance.
On savings Accounts (other than money market savings
Accounts), interest Is accrued and calculated on the daily
ending balance, interest is calculated on an actuaI/365-day
basis (actual/366 in leap years).
Annual Percentage Yield orAFY
The annual percentage yield quoted for your Account assumes
that interest earned remains in the Account, that all funds remain
on deposit for one (1) year ft-om the date of deposit, and that the
interest rate does not change. Interest wthdrawn will reduce the
annual percentage yield earned.
Effect of Closing an Account
if you or we close your Account before interest is credited or
change your Account to a non-interest bearing Account within
the statement period, you \mII not receive the accrued interest.
You will not forfeit interest if your Account closes because you
are transferring it to another Bank of the West branch.
Accrual of Interest on Noncash Deposits
interest begins to accrue no later than the Business Day we
receive credit for the deposit of noncash Items (for example,
checks). Items drawn on other financial institutions usually take
one (1) to three (3) Business Days before we receive Provisional
Credit for them. We may reverse interest that has been earned
on any deposit that is reversed for any reason.
Transaction Limitations on Savings and Money Market
Accounts
For savings and ail money market Accounts you may make up to
six (6) transfers or vMthdrawais by means of a preauthorized,
automatic, or telephone transfer to another Account of yours or
to a third party or by check, draft. Debit Card, or similar order to
a third party or to another Account (includes online banking
transfers) during either the statement cycle period (for money
market Accounts) or the calendar month (for savings Accounts).
A preauthorized transfer includes any arrangement with us to
pay a third party from your Account at either (1) a predetermined
time; (2) on a fixed schedule; or (3) upon oral or written orders
including orders received through the Automated Clearing House
(ACM). If the transfer or withdrawal is initiated in person, by mail,
messenger, or at an ATM, then there is no limit on the number of
payments that may be made directly to you or directly to us for
amounts you owe us, or transfers to other Accounts you have
with us. Withdrawals by phone are also unlimited if you are
requesting that a check be mailed to you. For each transaction in
excess of the six (6) during the statement cycle period or
calendar mon^ (whichever applies), an Excess Withdrawal Fee
vwii be charged regardless of the Account balance, other fees, or
the type of withdrawal.
Transfers from savings Accounts (excluding money market
Accounts) through online banking or through our Contact Center
will be prevented if the limit of six (6) transactions for the
calendar month has already been reached. However, other
countable transactions such as a pre-authorlzed payment from
your savings Account to a third party, outgoing wire transfer
request, etc. that occur during the same calendar month will not
be prevented and could cause you to exceed the six (6)
transactions. Therefore, you are responsible for managing your
savings or money market Account to stay within the transaction
limitations.
37
If you exceed six (6) transfers in the applicable period, the Bank
will notify you and may close your Account or transfer the
balance of your Account to a checking product type that does not
have transaction limitations. Transfers and payments are
counted as of the end of the day the funds are actually
withdrawn to determine whether any transfer threshold has been
exceeded.
Analyzed Business Checking Balance Related Terms
Average Ledger Balarice. The average daily ledger balance for
the Account for the analysis cycle. This figure is equal to the
aggregated dally ledger balance for the cycle, divided by the
number of days in the cycle.
Average Daily Float The average dally float Is equal to the
aggregated daily balances not collected for the cycle, divided
by the number of days in the cycle. Float calculations are
based on the time assigned for the collections of deposited
Items which may be longer or shorter than the actual collection
time.
Average Daily Collected Balance. The average daily collected
balance is equal to the average ledger balance less the average
daily float.
Negative Collected Balance. The average daily adjusted
collected balance is the sum of the negative collected balances
and the average daily collected balance. This figure is used to
calculate the reserve requirement.
Average Daily Adjusted Collected Balance. The average dally
adjusted collected balance is the sum of the negative collected
balances and the average daily collected balance. This figure Is
used to calculate the reserve requirement.
Legal Reserve Requirement. Reserves are funds which the
Bank is required to maintain at a Federal Reserve Bank for
deposits. Reserves are calculated by multiplying collected
balances by a fixed factor of 10%, regardless of the actual
reserve requirement for your funds. The Bank's actual reserve
requirement may be lower based on sub-accounting and other
factors.
Balance to Support Services. The balance to support services is
equal to the average collected balance less the reserve
requirement.
Average Daily Ledger Balance Overdraft. The average daily
ledger balance Overdraft is the sum of the aggregated daily
ledger Overdraft balances divided by the number of days in the
month. This figure Is used to calculate the interest charge for
ledger balance Overdrafts.
Earnings Credit. The earnings credit is a credit earned by the
customer to apply toward the payment for services provided.
This figure is calculated by multiplying the balance to support
services by the earnings credit rate In effect, divided by the
number of days in the year, multiplied by the number of days in
the month. The earnings credit rate is subject to change without
prior notice. Current pricing information is available from your
relationship manager.
Prime Rate. The prime rate shall mean an index for a variable
interest rate which is quoted, published, or announced by Bank
of the West as Its prime rate and as to which loans may be made
by Bank of the West at, above, or below such rate.
Analyzed Business Checking: Interest on Overdrafts and
Uncollected Funds Used
Interest on Overdrafts or uncollected funds may be charged at
the Prime Rate plus four (4) percent. Interest on Overdrafts is
applied to the average daily ledger balance Overdraft for the
month, interest on uncollected funds used Is applied to the
negative collected balance for the month. Interest shall be
adjusted concurrently with any change in the Prime Rate.
Interest on each advance shall be computed on a 365/365 day
basis (366 for a leap year), and charged on the actual number
of days elapsed.
IMPORTANT INFORMATION ABOUT YOUR
BUSINESS CERTIFICATE OF DEPOSIT ACCOUNTS
Rate and Term Information
You will be paid Interest on your certificate of deposit (CD) at the
disclosed rate until the first maturity of your Account. Your
Account will mature as stated on your CD receipt.
Compounding Frequency Interest
will be compounded monthly.
Crediting Frequency
For CDs with terms of 32 days or longer, you may choose the
frequency of interest payments. Interest can be paid as
frequently as monthly, but must be paid at least once a year. On
CDs, interest may be reinvested into the CD, credited to another
checking, money market or savings Account, or paid to you by
check. CDs with terms of 7 to 31 days will receive interest only at
maturity. Interest may be reinvested Into the CD or deposited to
a checking, money market or savings Account.
Computation Method
We use the daily balance method to calculate the interest on
your CD. This method applies a daily periodic rate to the
principal in the CD each day. For all CDs, interest is accrued and
calculated on the daily ending balance on an actual/365-day
basis (actual/366-day basis in leap years).
Annual Percentage Yield or APY
The annual percentage yield quoted for your CD assumes that
interest earned remains in the CD, that all funds remain on
deposit for one (1) year from the date of deposit (even for shorter
term deposits), and that the Interest rate does not change.
Effect of Closing an Account
If you close your CD before interest is credited, you vwll receive
the accrued interest. CDs closed during the grace period will
forfeit any accrued interest.
Accrual of Interest on Noncash Deposits
Interest begins to accrue on noncash deposits on the Business
Day you deposit them (for example, checks).
Grace Period
All automatically renewing CDs with terms of 32 days or longer
have a 10 calendar day "grace period" following the maturity
38 39
date of the CD when you can withdraw funds or make changes to
the CD without an early vwthdrawal penalty. CDs with terms of 7
to 31 days have a 1-day grace period.
Additional Deposits
Unless otherwise indicated, additional deposits of $100 or more
can be made only within the grace period on automatically
renewable CDs. interest on the additional funds, both cash and
non-cash, will begin to accrue on the Business Day you make
your deposit and will be at the same rate as the renewed CD.
The additional deposit(s) will mature at the same time as the
renewed CD.
Withdrawals of interest Prior to Maturity
Interest which has been credited to the CD during the term of the
CD may be withdrawn \wthout penalty at any time.
interest which has been reinvested at maturity may be wthdrawn
without penalty at any time provided that the CO term and interest
rate have not changed since the renewal. If either the term or
interest rate of the CD changes upon renewal, any credited
interest becomes part of the principal of the CD. A withdrawal of
interest will reduce eamlngs.
Withdrawals of Principal Prior to Maturity
You may make withdrawals of principal from your CD before
maturity only if we agree at ^e time you request the withdrawal.
Your withdrawal prior to maturity may be subject to an early
withdrawal penalty. Principal withdrawn before maturity is
included In the amount subject to the early vnthdrawat penalty.
Early Withdrawal Penalties
Any early withdrawal penalties assessed may reduce the principal
balance remaining in your CD after the withdrawal. For CDs with
terms of 7 to 31 days or terms of 60 months and longer, the
penalty is calculated at the interest rate in effect on the CD at the
time of the vrithdrawai. The penalties on the amount withdrawn
are as follows:
TERM PENALTY
7 to 31 Days $25 31 days simple interest
32 Days to 11 Months $25 +1% of the amountwithdrawn
12 to 59 Months $25 3% of the amountwithdrawn
60 Months or Longer 730 days simple interest
Additional Withdrawals
Additional withdrawals without penalty are permitted upon a
depositor's death or mental incapacity. Withdrawals at any other
time may be permitted at the Bank's discretion but may be
subject to early withdrawal penalties. CDs closed during the
grace period will forfeit any interest that accrued during the grace
period.
Automatically Renewable Certificates of Deposit
An automatically renewable CD will automatically renew at
maturity for the same term. You may prevent automatic renewal
if we receive written notice from you before maturity of your
intention not to renew, if you withdraw the funds In the CD at
maturity (or within the grace period mentioned above) or if we
receive written notice from you within the grace period mentioned
above, if you prevent renewal, interest will not accme after final
maturity. Each renewal term will be the same as the original
term, beginning on the maturity date (unless we tell you
othenvise). The interest rate will be the same interest rate that
we offer on new CDs on the maturity date for the same term,
minimum balance (if any) and other features as the original time
deposit (unless we tell you othenvise).
Renewal Notices
if your CD automatically renews, we will mail a renewal notice
approximately fifteen (15) days prior to the maturity date (except
for CDs with terms of 7 to 14 days). The renewal notice will
include a phone number you can call on the maturity date (or
shortly thereafter) to find out the interest rate and annual
percentage yield on your renewed CD.
Non-Automatlcally Renewable Certificate of Deposit
Any non-renewable CD will not automatically renew at maturity.
Interest will not accrue after the maturity date. We will mail a
maturity notice approximately fifteen (15) days prior to the
maturity date (except for 7-14-day terms). The maturity notice wriii
include a phone number you can call if you would like to open
another CD.
Returned Interest Disbursements
in the event an interest disbursement from your CD is returned to
the Bank or cannot be disbursed, we will do the follo\wng:
• By Check: if an interest distribution check is returned to the
Bank for any reason, we will do two things: (1) cancei the
distribution check and credit the funds to your CD, and (2)
no longer mail interest distribution checks to you but rather
credit any interest to the CD. If you provide us with a valid
address, you may then request that we reinstate the mailing
of interest distribution checks on the CD. Please note that in
the event an interest check is credited back to a CD, and
the CD subsequently renews, ail interest credited will
become part of the principal if either the CD term or interest
rate change at renewal. As such, any withdrawals after the
grace period may be subject to an early withdrawal penalty.
• By ACH or Internal Transfer: if an interest payment in the
form of an ACH debit or intemal transfer from your CD cannot
be disbursed for any reason, we will do two things: (1) issue a
ched< payable to you in the amount of the payment and mail it
to you at the last known address we have on our records for
you; and (2) issue all future interest payments in the form of a
check payable to you. We will continue to issue these
payments in the form of a check until you notify us that the
necessary corrections to the ACH or internal transfer
information have been made and you request that we
reinstate the ACH debit or internal transfer of the interest
payments.
40 41
OVERDRAWN ACCOUNTS AND
PAYMENT OF OVERDRAFTS
Overdrawn Accounts or Insufficient Funds
If your business Account is overdrawn for any reason including:
(1) the Bank cannot coliect the funds from a deposit you have
made; (2) the Bank has intentionaily or unintentlonaiiy paid items
for which you do not. have a sufficient Available Balance; or (3)
there was not a sufficient Available Baiance to cover the amount
of a service or other Bank charge, then you agree to reimburse
the Bank for the amount of the Overdraft (including any Returned
Item or Overdraft Fee) without regard to the signer on the ltem(s)
that created the Overdraft or who benefited from the charge or
Overdraft.
Payment of an overdrawn Account is due immediately or upon
demand by the Bank. Absent an eariier demand and deciaration
of default or absent your request to declare an Account in default,
if you fail to pay the amount of the overdraft on an Account within
60 calendar days, we \mII deem the Account to be in default and
will take such actions as we deem appropriate for collecting an
Account in defriult. Such actions include, without limit, closing an
Account and sending the Account for collection.
You are responsible for managing your Account to ensure a
sufficient Available Balance Is maintained to cover your
transactions. You can help avoid Returned Item and
Overdraft Fees by maintaining a record of your deposits and
withdrawals by check, recurring payments and Debit Card
transactions.
in the event your Account does not have a sufficient Available
Baiance to cover an electronic transaction conducted in any
manner, including at the ATM or at a merchant either with or
without a PIN, we reserve the right, in our sole discretion, to pay
or dishonor the electronic transaction, if your Account is
overdrawn by reason of an electronic transaction, an Overdraft or
Returned item Fee may be charged to your Account (as
applicable). Should we choose to honor your electronic
transaction, you will not be advised or warned friat the transaction
is causing your Account to become overdrawn and will not have
the prior right to cancel the transaction. Overdraft or Returned
Item Fees are in addition to any applicable fees related to the
transaction.
it should be understood that the Bank is under no obligation to
pay any checks, drafts, electronic or other items you have
authorized which may overdraw your Account.
Also, the fact that we may honor withdrawal requests when you
have an insufficient Available Baiance in your Account does not
obligate us to do so later. So you can NOT rely on us to pay
Overdrafts on your Account regardless of how frequently or under
what circumstances we have paid Overdrafts on your Account in
the past. We can change our practice of paying Overdrafts on
your Account without notice to you. We may use subsequent
deposits, including Direct Deposits of social security or other
government benefits, to cover such Overdrafts and Overdraft
Fees.
Standard Overdraft Practices
We may choose, at our discretion, to assist you with an
unplanned or occasional Overdraft by paying checks, ATM
withdrawals, ACH, recurring and nonrecurring Debit Card
transactions and purchases, and other items drawn on your
Account and charging you an Overdraft Fee when your Account
does not have a sufficient Available Baiance to cover those Items.
Whether we will pay a particular item is decided by the Bank, at
our sole discretion, by evaluating a number of factors relating to
your Account.
Opting Out . If you do not want us to pay checks, ATM
withdrawals, ACH, or recurring or nonrecurring Debit Card
transactions or purchases when doing so will overdraw your
checking Account, please contact your local branch or call
our Contact Center at the number listed at the end of this
Agreement. Your opt out choice will become effective within
two (2) Business Days. Even If we do not pay an Item, you
will Incur a Returned Item Fee if we return an item because
your account has an insufficient Available Balance. ATM and
Business Debit Card transactions will generally be declined.
Even when you have opted out, there still may be times when
an Item will be paid (or an AHVI or Debit Card transaction will
not be declined), an Overdraft occurs, and an Overdraft Fee
is charged. The dishonoring of a check, ACH item, recurring or
nonrecurring Debit Card transaction, or other items drawn on your
Account could result in additional fees or other consequences
imposed under your agreement with the payee or by law.
The Bank reserves the right to amend or terminate our standard
Overdraft practices without notice at any time. Additionally, there
are certain instances where checking Accounts are not eligible for
our Standard Overdraft Practices.
Overdraft Program Alternatives
We offer Overdraft programs, such as BusinessLInk Reserve
(line of credit; credit approval required) and Savings
Overdraft Protection (for sole proprietorships), which may be
less expensive than our Standard Overdraft Practices. Refer
to the Schedule of Fees and Charges for Business Deposit
Accounts for applicable fees for these Overdraft program
alternatives.
Savings Overdraft Protection for Sole Proprietorships
A sole proprietorship is the only non-personal entity for which
Savings Overdraft Protection may be set up. It is not available for
any other type of business entity. Savings Overdraft Protection Is
available for sole proprietor Accounts only when an individual
either does not want or does not qualify for our BusinessLInk
Reserve product.
This service is available if you have a business savings or
business money market Account and any business checking
Account. The owner(s) of the business checking Account must be
the same as the owner(s) of the business savings or business
money market Account.
if there is an insufficient Available Baiance In your business
checking Account to cover the amount of items presented for
payment, we wiil automatically transfer funds from the Available
Balance in your linked business savings or business money
market Account to your checking Account. We transfer funds in
increments of $50 up to the amount of the Overdraft, including
any Savings Overdraft Protection Transfer Fee (Transfer Fee'),
up to the amount of the Available Balance in your linked business
savings or business money market Account. The total of ail $50
increments is considered one transfer, and we charge a Transfer
Fee per transfer each day that a transfer occurs, if your business
savings or business money market Account does not have a
balance of $50, but there is a sufficient Available Baiance to cover
the Overdraft amount and the Transfer Fee, then the entire
42 43
business savings or business money market balance will be
transferred into the business checking Account. If one (1) or more
Items are presented against your business checking Account and
there is a sufficient Available Balance in your linked business
savings or business money market Account to cover one (1) or
more of the Items plus the Transfer Fee, we will transfer enough
to cover as many of the Items as possible plus the Transfer Fee,
up to the remaining Available Balance in your savings or money
mah(et Account.
If you have Savings Overdraft Protection and a transfer occurs to
a linked checking Account that is overdrawn $5 or less, no
Transfer Fee will be assessed.
Each Savings Overdraft Protection transfer counts as one (1) of
the six (6) limited transactions you are allowed each calendar
month from your savings Account or each statement cycle from
your money market Account. For savings Accounts, if you have
already used the six (6) allotted transactions during any calendar
month, the Overdraft transfer will not occur. For a money market
Account, if you have already used the six (6) allotted transactions
during any statement cycle, the Overdraft transfer may occur and
you vrill be charged the Excess Withdrawal Fee in addition to the
Transfer Fee.
Funds you deposit into your savings or money market Account
may not be available immediately for Savings Overdraft
Protection. Savings Overdraft Protection does not cover ATM and
everyday Debit Card transactions as they post to your Account
throughout the day. Savings Overdraft Protection only covers
transactions that post during nightly batch processing.
Accordingly, if you attempt to make an ATM or everyday Debit
Card transaction against an insufficient Available Balance in the
business checking account then the transaction may be declined
even if you have Savings Overdraft Protection and there is a
sufficient Avaiiable Balance to transfer from your savings or
money market Account to cover the transaction.
BusinessLInk Reserve Line
If you have a BusinessUnk Reserve Line as Overdraft protection
for your linked business checking Account and one (1) or more
Items are presented against your business checking Account, we
\Mil transfer enough funds to the business checking Account to
cover as many of the Items as possible plus the Loan Advance
Fee, up to the avaiiable credit limit in your BusinessLInk Reserve
Line. Transfers will be made in multiples of $100 or in the amount
of credit available from your BusinessLInk Reserve Line.
However, if the available credit limit in your BusinessLInk Reserve
Line is insufficient to cover any one (1) of the Items plus the Loan
Advance Fee, no transfer from your BusinessLInk Reserve Line
vrill occur.
The BusinessLInk Reserve Line as Overdraft protection for your
linked business checking Account covers checks, ATM
withdrawals, everyday Debit Card transactions, recurring Debit
Card transactions, ACH debits, automatic electronic payments
and other transactions from your business checking Account.
You must apply for the BusinessLInk Reserve Line. Total
Overdraft coverage is determined by your available credit limit,
and credit is subject to credit approval. Please refer to the
BusinessLInk Reserve Line Agreement and Addendum for full
details.
ABOUT YOUR ACCOUNT STATEMENTS
Account Statements in General
Statements are a valuable tool to help prevent fraudulent or
mistaken transfers. Your statement will show the transactions that
occurred in connection with your Account during the statement
period. Statements on checking and money maricet Accounts are
generated monthly based on the statement cycle date of the
Account. Your first statement cycle on any Account may be less
than 30 days. Statements on savings Accounts (excluding money
mari<et Accounts) are generated quarterly unless there has been
electronic transaction activity on the Account in which case a
statement wiil be generated for the month in which the electronic
transaction activity occurred.
Statements and Your Responsibility to Review
Periodic statements include all Account activity for the statement
period. It is important that you review each statement upon receipt
and notify us in writing of:
• Any error, omission, alteration, unauthorized transaction,
unauthorized signature, or other irregularity in any deposit,
withdrawal, transfer, or fee; and
• Any loss, theft, improper or unauthorized use of any
instrument evidencing funds on deposit, or any banking forms
relating to an Account.
You must examine your statement of Account or any checks that
the Bank has mailed or delivered to you with "reasonable
promptness." If you discover (or reasonably should have
discovered) any errors, omissions, unauthorized transactions,
unauthorized signatures, alterations, forgeries or other
irregularities, you must promptly notify us of the relevant facts.
As between you and us, if you fail to do either of these duties,
you \mII have to either share the loss with us, or bear the loss
entirely yourself (depending on whether we used ordinary care
and, if not, whether we contributed to the loss). The loss could
be not only with respect to items on the statement but other
Items with unauthorized signatures or alterations by the same
wrongdoer.
You agree that the time you have to examine your statement and
report to us will depend on the circumstances, but will not, in any
circumstance, exceed a total of 30 days from when the statement
is first sent or made available to you. If you do not report
unauthorized transactions within 30 days after the statement
Is mailed or made available, we will not be liable for payment
of any forged or unauthorized Items shown on the statement
In the event that unauthorized or forged transactions are
committed by the same person, the 30 days begins on the
date the first statement In which the first unauthorized
transaction appears Is mailed or made available.
Reports of unauthorized transactions or incorrect activity not
involving electronic fund transfers must be made in writing to the
branch where your Account is held. For claims of check forgery,
you may initially contact your Branch of Account or call our
Contact Center at the number listed at the end of this Agreement.
You may be required to visit a branch to sign a claim of forgery in
the presence of a Bank employee.
You agree that you will have at least two different people review
your statements, notices and returned checks, or in the
alternative, the person v^o reviews those will be someone who
does not have authority to transact on the Account.
44 45
You agree to cooperate in any investigation we may undertake
regarding your claim. We reserve the right to investigate your
claim fully and we reserve a reasonable length of time for our
investigation. We reserve the right to exercise all of our legal
defenses to your claim.
Please note that the Bank stops preparing and sending
statements for dormant Accounts and Accounts for which the
Bank has received returned mail from the address on file. To
request copies of any paid checks, contact your Branch of
Account or call our Contact Center at the number listed at the end
of this Agreement.
Combined Statements
Multiple checking, savings, money market, and certificate of
deposit Accounts may be automatically combined on one (1)
statement if they have, the same ownership and mailing address.
Check Safekeeping
You agree that you vrill not receive your canceled checks. With
our Check Safekeeping service, we keep copies of your deposit
slips and canceled checks In an electronic form for seven (7)
years rather than return the originals to you in your statement. To
request copies of deposit slips or paid ohecks, contact your
Branch of Account or call our Contact Center at the number listed
at the end of this Agreement. When requesting a copy of a
deposit slip or check, please provide the following information, as
applicable, which is shown on your Account statement: Account
name, Account number, check number, dollar amount of the
deposit slip or check, and the date shown on the deposit slip or
posting date of the check. In most instances, we will mall the copy
to you wiUiln two (2) Business Days. If you prefer, you may pick
up the copy at your Branch of Account. If you request copies of
more than two (2) Items per statement period, there v\rill be a fee.
IRS REPORTING
Tax Identification Number and Interest Reporting
Federal tax law requires us to report interest payments we make
to you of $10 or more in a calendar year and to include your
Taxpayer Identification Number (TIN) on the report. Interest
includes dividends, interest, incentives and bonus payments for
purposes of this rule. Therefore, we require you to provide us
with your TIN and to certify that it is correct. The TIN is either a
Social Security Number (SSN), or an Employer Identification
Number (EIN). For most organization or business Accounts other
than sole proprietorships, the appropriate TIN is the EiN of the
organization or business entity. For sole proprietorships, either
the SSN or the EIN is appropriate. The appropriate TINs for
various types of Accounts are:
Type of Account TIN
Sole Proprietorship SSN or EIN of the owner
(as determined by IRS requirements)
Corporation EIN of the corporation
Partnership or LLP EIN of the partnership or LLP
Limited Liability Company (LLC)EIN of the LLC or SSN of ttie single
member (If applicable)
Backup Withholding
In some circumstances, federal law requires us to withhold and
pay to the IRS a percentage of the interest that is eamed on funds
in your Accounts. This is known as backup withholding. The
percentage withheld will be determined by the rate in effect under
IRS regulations at the time backup withholding begins. We \mII not
have to backup withhold on interest payments when you open
your Account if you certify your TIN and certify that (a) you are
exempt from backup withholding, (b) you have not been notified
by the IRS that you are subject to backup withholding as a result
of a failure to report ail interest or dividends, or (o) the IRS has
notified you that you are no longer subject to backup withholding.
We may subsequently be required to begin backup wthholding if
the IRS informs us that you supplied an incorrect TIN or that you
underreported your interest income. Withholding will occur at the
time interest is paid. The amount of backup withholding will be
reported to you and the IRS.
if you are a foreign person (either an individual who Is a
nonresident alien or a foreign organization) you must certify your
foreign status on the appropriate IRS Form W-8 (Certificate of
Foreign Status). Your foreign status must be re-certified on a new
IRS Form W-8 every three (3) years, if you do not recertify when
required, your Account v,nll be put on backup withholding at the
expiration of the current Form W-8 on file wth the Bank. Backup
withholding may also occur at any time upon any request served
to the Bank by the IRS. The percentage withheld will be
determined by the rate in effect under IRS regulations at the time
backup withholding begins.
If you are an exempt payee (receiver of interest payments), you
need to supply us with your TIN, certify that your TIN is correct,
and certify your exempt status. Some examples of exempt payees
include corporations, organizations exempt from tax under
Section 50i(a) of the internal Revenue Code, and an individual
retirement plan or a custodial Account under Section 403(b)(7) of
the Internal Revenue Code.
If you do not supply us vwth the appropriate TIN or Form W-8, we
may refuse to open your Account.
All Account holders agree to be jointly and severally responsible
for amounts that the Bank is required to withhold. You also agree
that the Bank Is permitted to remove kjnds from any Account in
any of your names for the amount of the backup withholding if It
cannot be obtained from the Account to which interest has been
credited. The Bank will inform you if the funds are removed from
any Account other than the one to which interest was paid to pay
the withholding. Any questions regarding tax withholdings should
be directed to the IRS.
Notice to All Non-Resldent Aliens
IRS regulations require that we report to the IRS all deposit
interest of $10 or more paid to Accounts belonging to certain non
resident aliens, even if you provided us with a signed Certification
of Foreign Status (Form W-8). Interest includes dividends,
interest, incentives and bonus payments.
SAFE AND SELF-SECURED DEPOSIT BOXES
Refer to the separate Safe Deposit Box Rental Agreement or the
Self-Secured Deposit Box Rental Agreement that is required to be
executed at the time of rental of any safe deposit box or self-
secured deposit box.
46 47
ACCOUNT SECURITY
Your Responsibility
it is your responsibility to protect the Account number(s), Card(s)
and PlN(s) for your Account(s). Do not discuss, compare, or
share information about your Account number(s), Card(s) or
PIN(s) with anyone unless you are willing to give them fui! use of
your money. Checks and electronic withdrawals are processed by
automated methods, and anyone who obtains your Account
number. Card or PIN could use it to wthdraw money from your
Account, with or without your permission.
You agree that if we offer you services appropriate for your
Account to help identify and limit fraud or other unauthorized
transactions against your Account, such as positive pay or
commercially reasonable security procedures, and you reject
those services, you will be responsible for any fraudulent or
unauthorized transactions which could have been prevented by
the services we offered, provided we used ordinary care in the
payment of any item or transaction.
Account Numbers
Thieves can encode your Account number on a check, which
looks and functions like an authorized check and can be used to
withdraw money from your Account. Your Account number can
also be used to issue a "Remotely Created Check." If you have
truly authorized the Remotely Created Check (to purchase a
sen/ice or merchandise, for example), it is property payable. But it
can be risky to authorize a Remotely Created Check. A svinndier
could issue a Remotely Created Check in an amount greater than
you authorized, or issue additional Remotely Created Checks that
you have not authorized. We will not know if the withdrawal is
unauthorized or in an amount greater than the amount you have
authorized. Payment can be made from your Account even
though you did not contact us directly and order the payment.
Closing a Compromised Account
if you or we suspect that your Account is or may be compromised
(this means, for example, third parties may have access to your
Account number or there may have been or there is reason to
suspect that there may be unauthorized transactions on the
Account), we may recommend that you close your Account and
open a new Account, if we recommend that you close your
Account and you do not do so, we are not liable to you for
subsequent losses or damages on the Account due to
unauthorized transactions; provided we used ordinary care in the
payment of any item or transaction. When you open a new
Account, you are responsible for notifying any third parties that
need to know your new Account number.
Blank Checks
You must also take precaution in safeguarding your blank checks.
Notify us at once if you think your blank checks have been lost or
stolen. As between you and us, If you are negligent in
safeguarding your checks, you must bear the loss entirely
yourself, or share the loss wth us if we failed to use ordinary care
which substantially contributes to the loss.
Claim of Loss
If you claim a credit or refund because of a forgery, alteration, or
any other unauthorized vrithdrawal, you agree to cooperate with
us in the investigation of the loss, including giving us an afndavit
containing whatever reasonable Information we require
concerning your Account, the transaction, and the circumstances
surrounding the loss. You must notify law enforcement authorities
of any criminal act related to the claim of lost, missing, or stolen
checks or unauthorized withdrawals. We will have a reasonable
period of time to investigate the facts and circumstances
surrounding any claim of loss. We vriii not be liable for special or
consequential damages, including loss of profits or opportunity, or
for attorneys' fees incurred by you.
You agree that you will not waive any rights you have to recover
your loss against anyone who is obligated to repay, insure, or
othenMse reimburse you for your loss. You will pursue your rights
or, at our option, assign them to us so that we may pursue them.
Our liability will be reduced by the amount you recover or are
entitled to recover from these other sources.
Preventing Fraud and Other Losses
You have a duty to protect your Account against abuse:
• Watch for out-of-sequence checks and checks made payable
to cash or to a bank. Review your transaction activity often for
unexpected fluctuations.
• Do not keep your PIN \Mth or written on your Debit Card.
• Do a thorough background check on Agents, bookkeepers,
accountants, or other employees who may be handling any
part of your banking and/or who have access to your
confidential records.
• Assign different individuals the responsibility for opening mail,
reconciling bank statements and issuing checks.
• Require that the owner or principal of the business open bank
statements.
• Do not assume missing checks are not a problem. Destroy
any checks that you do not intend to use.
• Notify us immediately if an employee who has been
authorized to transact business with the Bank leaves your
company. Please note that we reserve the right to a
reasonable amount of time to act on your instructions.
Refer to "Statements and Your Responsibility to Review" in the
ABOUT YOUR ACCOUNT STATEMENTS section of this
Agreement for details related to your obligation to review your
Account statements.
RESOLUTION OF DISPUTES BY ARBITRATION
PLEASE READ THIS PROVISION CAREFULLY. UNDER THIS
PROVISION, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM
IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR
PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE
ACTION.
Agreement to Arbitrate Disputes
If you have a dispute with the Bank, and you are not able to
resolve the dispute informally, you and we agree that upon
demand by either you or us the dispute will be resolved through
the binding arbitration process set forth in this section.
Disputes Covered By Arbitration
Any dispute relating to or arising out of your Account or this
Agreement, including any aspect of any agreement that is
governed by this Agreement, will be subject to arbitration. Ail
48 49
disputes are subject to arbitration, no matter what legal theory
they are based on or what remedy (damages, or injunctive or
declaratory relief) they seek. Disputes include any unresolved
claims concerning any services relating to such Account,
including, without limitation, safe deposit box services, wire
transfer services, your use of any of the Bank's banking
locations or facilitiesr or to any means you use to access your
Account(s). Disputes include not only claims made directly by
you, but also made by anyone connected with you or claiming
through you, such as a joint Account owner, Account
beneficiary, employee, representative. Agent, predecessor or
successor, heir, assignee, or trustee in bankruptcy. Disputes
include not only claims that relate directly to the Bank, but also
its parent, affiliates, successors, assignees, employees, and
agents and claims for which we may be directly or indirectly
liable, even if we are not properly named at the time the claim is
made. Disputes include claims based on any theory of law,
contract, statute, regulation, tort (including fraud or any
intentional tort), or any other legal or equitable ground, and
include claims made as counterclaims, cross-claims, third party
claims, interpleaders or otherwise. Disputes include claims
made as part of a class action or other representative action, it
being expressly understood and agreed to that the arbitration of
such claims must proceed on an individual (non-class, non-
representative) basis.
Disputes also include claims relating to the enforceability or
interpretation of this arbitration provision.
A party who initiates a proceeding in court may elect arbitration
with respect to any dispute advanced in that proceeding by any
other party.
This arbitration provision shall survive any termination of your
Account(s) or relationship vrith us.
Disputes Not Covered By Arbitration
Disputes filed by you or by us individually in a small claims court
are not subject to arbitration, so long as the disputes remain in
such court and advance only an individual claim for relief.
Commencing an Arbitration
The party Initiating arbitration must choose one of the following
arbitration forums to administer the arbitration:
• The American Arbitration Association ("AAA") under AAA's
Commercial Arbitration Rules and Mediation Procedures
(Including Procedures for Large, Complex Commercial
Disputes), except as modified by this Agreement. AAA's Rules
may be obtained from www.adr.org or 1-800-778-7879 (toll-
free).
• JAMS/Endispute ("JAMS") under JAMS' Comprehensive
Arbitration Rules & Procedures or Streamlined Arbitration
Rules & Procedures except as modified by this Agreement.
JAMS' Class Action Procedures shall not apply. JAMS' rules
may be obtained from www.jamsadr.com or 1-800-352-5267
(toll free).
Arbitration Procedure
The arbitration shall be decided by a single neutral arbitrator
selected in accordance >Mth AAA's or JAMS' rules, as applicable.
The arbitrator will decide the dispute in accordance with the
terms of our agreements and applicable substantive law.
including the Federal Arbitration Act and applicable statutes of
limitation. The arbitrator shall honor claims of privilege
recognized at law. The arbitrator may award damages or other
relief (including injunctive relief) available to you or us under
applicable law.
The arbitrator will not have the authority to awrard relief to, or
against, any person or entity who is not a party to the arbitration.
An award in arbitration shall determine the rights and obligations
between the named parties only, and only in respect to the
dispute in arbitration and shall not have any bearing on the rights
and obligations of any other persons, or on the resolution of any
other dispute.
The arbitrator will take reasonable steps to protect customer
Account information and other proprietary or confidential
information.
Any arbitration hearing shall take place in the same city as the
U.S. District Court that is closest to your home address, unless
the parties agree in writing to a different location or the arbitrator
so orders.
At your or our request, the arbitrator \mII issue a reasoned written
decision sufficient to explain the essential findings and
conclusions on which the award is based.
The arbitrator's award shall be final and binding, subject to judicial
review only to the extent allowed under the Federal Arbitration
Act. You or we may seek to have the award vacated or confirmed
and entered as a judgment in any court having jurisdiction.
No Class Action or Joinder of Parties
You and we agree that no class action, private attorney general or
other representative claims may be pursued in arbitration, nor
may such action be pursued in court if either you or we elect
arbitration. Unless mutually agreed to by you and us, claims of
two or more persons may not be joined, consolidated, or
otherwise brought together in the same arbitration (unless those
persons are joint Account owners or beneficiaries on your
Account and/or related Accounts, or parties to a single transaction
or related transaction).
Applicable Law
You and we agree that you and we are participating in
transactions that Involve interstate commerce and that this
agreement and any resulting arbitration are governed by the
Federal Arbitration Act. To the extent state law applies, the laws
of the state governing your Account relationship apply. No state
statute pertaining to arbitration shall apply.
Severabillty
Except as this provision othenvise provides, if any part of this
provision is deemed to be invalid or unenforceable, that part will
be severed from the remainder of this provision and the
remainder of this provision will be enforced.
If any of the provisions of this agreement to arbitrate disputes
regarding joinder, consolidation, class actions, class arbitrations,
general public or private attorney general actions is found to be
illegal or unenforceable, that invalid provision shall not be
severable and this entire agreement to arbitrate disputes shall be
unenforceable.
50 51
ADDITIONAL TERMS AND CONDITIONS
Legal Processes
If we are served with any legal process (subpoena, restraining
order, levy, search warrant, writ of attachment or execution, or
similar order) which we believe to be valid and which we believe
applies to your Account or relationship with us, even if we are not
a party, we may comply with such legal process. We may comply
with any legal process without regard to the location served or the
manner of service. The result is that we may accept legal
processes in person, by mail, electronically, or by facsimile
transmission at any branch or office, including locations other
than the branch or office at which funds, property, or records are
held. This means that, unless otherwise expressly prohibited by
law, a legal process issued and sen/ed in one state may affect an
Account held at any of our branches In any other state.
Unless prohibited by law, we may charge you a fee for each legal
process. Any fees or expenses we Incur In responding to any
legal action (including, without limitation, our internal expenses)
may be charged to your Account. On subpoenas or other
requests for information, unless prohibited by law, if we are not
fully reimbursed for research and other handling costs by the
party who served the process, we may charge those costs to your
Account. If there is an insufficient Available Balance in your
Account, you agree to promptly pay us any defidency.
You agree to indemnify, defend, and hold us hamiless from and
against any and all losses, damages, claims, judgments, liability,
costs and expenses associated with our compliance with any
legal process that we believe to be valid. Accounts opened with
trust or fiduciary designations, in particular, may be subject to
legal process. Your indemnification obligations under this
provision shall survive any termination of our Account relationship
v\rith you.
Legal processes must be served before our cut-off hour of 10
a.m. local time where the applicable branch is located to be
effective against checks posted but not yet finally paid.
Right of Set-off and Security Interest
We may (without prior notice and when permitted by law) set off
the funds in your Account against any due and payable debt you
owe us now or in the future, by any of you having the right of
vMthdrawal, to the extent of such person's or legal entity's right to
withdraw. The amount of the set-off may be further limited by
applicable law. If the debt arises from a note, 'any due and
payable debt" includes the total amount of which we are entitled
to demand payment under the terms of the note at the time we set
off, including any balance the due date for which we properly
accelerate under the note.
If the Bank debits funds from a certificate of deposit Account, the
funds vrithdrawn may be subject to an early withdrawal penalty. If
the debt is owed to us by a sole proprietor, the Bank may also
debit any personal Accounts of ffre sole proprietor. If the debt is
owed to us by a partnership, the Bank may debit any personal
Account of any general partner.
This Right of Set-off does not apply to your Account if prohibited
by law. For example, the Right of Set-off does not apply to an
Account if: (1) it is an Individual Retirement Account or similar tax-
deferred Account, or (2) the debt is created by a consumer credit
transaction under a credit card plan (but this does not affect our
rights under any consensual security interest), or (3) the debtor's
right of w^idrawal only arises in a representative capacity.
52
We will not be liable for the dishonor of any Item when the dishonor
occurs because we set off a debt against your Account. You agree
to indemnify, defend and hold us harmless from and against any
and ail losses, damages, claims, judgments, liability, costs, and
expenses arising as a result of our exerdse of our Right of Set-off.
Your indemnification obligations under this provision shall survive
any termination of our Account relationship with you. In addition,
you grant the Bank a security interest in ail of your deposit
Accounts to secure any obligation you owe to the Bank.
Pledges and Security Interest to Others
You cannot give a security Interest or pledge your Account to
someone else without first getting the Bank's written consent. We
are not required to give consent to a security interest or pledge.
Referrals to Reporting Agencies and Collection Actions
Negative information reflecting on your credit may be submitted to
credit reporting agencies if:
• We initiate a collection activity against you for indebtedness
arising out of a default In your Account relationship. Further,
you shall be liable to us for Interest, at the legal rate, for any
and all indebtedness you incur based on your Account activity
from the date the indebtedness is incurred;
• You fail to fulfill the terms of your obligations with regard to
your deposit Account(s) wth the Bank; or
• In the Bank's judgment, you misuse your Account.
Depending on the situation, a negative report may occur even if
the Bank does not incur a loss in connection with your Account.
Transfer of Ownership
Accounts are NOT TRANSFERABLE. Federal regulations
exclude from the definition of transfer an Account pledged as
collateral for a loan or the passing of tiUe upon death, divorce,
marriage, incompetency, or by operation of law. Neither transfer
between natural persons when made on the books at Bank of the
West nor the addition or subtraction of names of other natural
persons Is regarded as a transfer.
Agents and Powers of Attorney (Sole Proprietorships Only)
You may wish to appoint an Agent to conduct transactions on
your behalf. (We, however, have no duty or agreement
whatsoever to monitor or Insure that the acts of the Agent are for
your benefit.) If you want to give another person access to your
Account, please talk to your Branch of Account well In advance of
the date by which you wish to allow this access. As a sole
proprietor, you may name additional signers to your Account.
Those signers are your Agents. The Bank makes available a
durable power of attomey form that is limited to a specific deposit
Account as identified on the power of attomey form and which vwll
remain valid notwithstanding the incapacity of the principal.
If you name an Agent or an attomey-ln-fact on a non-Bank form,
we may require that the form naming the Agent or attomey-in-fact
be reviewed and approved according to our procedures.
If you have more than one power of attomey or agency
appointment on file with the Bank, we will honor each one
independently unless you tell us to do otherwise or one power of
attomey clearly revokes all prior appointments. For example, unless
there is a clear revocation of other powers of attomey, if you have
named two (2) different persons as attomeys-in-fact on separate
powers of attomey, we will permit each to act In accordance with
the information on the power of attomey on which they are named.
53
If the power of attorney is not "durable," it is revoked when you
become incompetent. We may continue to honor the transactions
of the Agent until: (1) we have received written notice or have
actual knowledge of the termination of the authority or the death
of the grantor of the power of attorney, and (2) we have had a
reasonable opportunity to act on that notice or knowledge. You
agree not to hold us responsible for any loss or damage you may
incur as a result of our foliowng instructions given by an Agent
acting under a valid power of attorney.
We reserve the right to refuse attomeys-in-^ct access to certain
banking services which you may have, such as the Online and
Mobile Service. You agree that we will not be liable to you for any
loss or damage you incur as a result of actions by any
Agent/attomey-in-fact.
Conflicting Demands
In case of conflicting certifications or demands, a dispute about
ownership of the Account, ownership of any funds in the
Account, or any Account holder's authority or capacity to act on
the Account, we may refuse to honor any request or order
concerning your Account or any check drawn on your Account
until we receive: (1) joint instructions regarding the Account, or
(2) a court order. At our sole discretion, we may require the
signatures of all Account holders and/or ail signers on your
Account to comply with a specific request or for the withdrawal of
funds and/or closing of an Account. In such event, we may also
refuse to honor any further transactions and may return checks
and other items. We resen/e the right to Interplead or deposit
with the courts any disputed funds. We will not be liable for any
losses Incurred or any Items that are dishonored as a
consequence of placing a hold on funds In your Account for
these reasons.
Investigative Freezes
As part of our loss prevention program, when we suspect that
irregular, unauthorized, or unlawful activities may be involved with
your Account, we may "freeze" (or place a hold on) Uie balance in
your Account (and in other Accounts you maintain with us)
pending an investigation of such suspected activities. You will be
notified of any investigative freeze. While your Account is frozen,
all wiUrdrawals from the Account are generally blocked. We will
not be liable for any losses Incurred or any items that are
dishonored as a consequence of placing a hold on frinds In your
Account for these reasons.
Enforcement
You agree to be liable to the Bank for any liabiiity, loss or expense
that the Bank incurs as a result of any dispute involving your
Account or services. You authorize the Bank to deduct any such
liabiiity. loss or expense from any of your Accounts without pnor
notice to you. You agree to indemnify, defend, and hold us
harmless from and against any and all losses, damages, claims,
judgments, liability, costs, and expenses in connection with or
arising out of this Agreement. Your obligations under this
provision shall survive any termination of our Account relationship
with you.
Instructions by Facsimile, Email or Volcemail
Unless required by law or we have agreed otherwise in writing,
we are not required to act upon instructions you give us via
facsimile transmission or leave by voice mail or on a telephone
answering machine or make by email.
Our Communications with You
You agree that we, any of our affiliates, agents, independent
contractors or sen/ice providers may monitor and record telephone
calls regarding your banking services to assure the quality of our
service or for other reasons. You also expressly consent that we,
any of our affiliates, agents. Independent contractors or service
providers may use written, electronic or verbal means to contact
you. Your consent includes, but is not limited to, contact by manual
calling methods, prerecorded or artificial voice messages, text
messages, emails and/or automatic telephone dialing systems.
You agree that we, any of our affiliates, agents, independent
contractors or sen/ice providers may contact you by using any
email address or any telephone number you pro\ride, including a
telephone number for a cellular phone or other wireless device,
regardless of whether you incur any charges as a result.
Retaining Records
We may retain records related to your Account in any form
Including (but not limited to) paper, film, fiche, and electronic
medium. If we are not able to produce the original or a copy of your
signature card or any other document relating to your Account or
service, our records (in whatever form we retain such records) will
be deemed conclusive. If there is a discrepancy between your
records and our records, our records will be deemed conclusive.
CONTACT CENTER
Call our Contact Center at:
Phone: 1-800-488-2265
1-800-659-5495 (TTY users only)
[Exit Code] + 1 + 925-975-3202 (Calling from Outside US)
6:00 AM - Midnight (Central Time) Monday - Friday
7:00 AM - Midnight (Central Time) Saturday, Sunday,
and federal holidays
Calls may be randomly monitored or recorded
to ensure quality service.
Write to our Contact Center at:
Bank of the West
Branch Service Center
13505 California Street
NE-BBP-03-GA
Omaha, NE 68154
EtuaiNousm
LENDER
Member FDIC
Form #030-08511 (Rev. 08/17)
200575925-020
® 1992,1693,1995WoItersNuwer Financial Services - Bankers Systems™
Form BOW-AIB-B 10/15/2016 Custom TCM-5Bs.3o,4m.5
54 55
BANKt^h'eWEST
BNP PARIBAS
COMMERCIAL CARD AGREEMENT
This Commercial Card Agreement (this "Agreement"), effective as of , 2019 (the "Effective Date") is
entered into between Bank of the West ("Bank"), a BNP Paribas Company, and ("Company").
WHEREAS, Bank is a California chartered bank engaged in the business of providing credit cards and related
services and whose principal credit card office is located at 13505 California Street, Omaha. NE 68154.
WHEREAS, Company is a . duly organized and validly existing under the laws of whose principal
place of business is located at
WHEREAS, in connection with the payment of certain business expenses of Company, Company has
requested that Bank issue Cards to Company and certain Employees for the purpose of business related
purchases and expenses. Company and such Employees will apply for Cards, and applicable Cardholder
Agreements will govern the Cards (the "Program").
NOW, THEREFORE, in consideration of their mutual promises and obligations and intending to be legally
bound hereby, the parties agree as follows:
ARTICLE I - DEFINITIONS
The terms below shall have the meanings set forth in this Agreement.
"Bank Manager" means an individual designated by Bank, from time to time, to be the primary contact with the
Company Manager.
"Card" means a Credit Card or a Virtual Card Number issued by Bank to Company and/or an Employee.
"Cardholder" means an Employee to whom a Card is issued by Bank, regardless of whether the Employee or
Company is liable on the Card.
"Cardholder Agreement" means an agreement pursuant to which a Card is issued to a Cardholder which
includes without limitation the terms and conditions for obtaining credit through the use of a Card.
"Cash Advance" means a cash loan or similar transaction under a Credit Card.
"Company Credit Limit" means the maximum indebtedness that Company and all Employees may borrow
under all Cards (including Cash Advances).
"Company Manager" means an individual designated by Company, from time to time, to be the primary
contact with the Bank Manager.
"Corporate Billing" means Bank provides periodic billing statements for Cards to Company for Company to
remit payments to Bank.
"Credit Card" means any card, plate, or other single credit device that may be used from time to time to obtain
credit.
"Data Rate III Transaction" (also known as level 3 transaction) means a Transaction that is subject to
enhanced data requirements defined by the applicable card network (e.g., Mastercard) where Bank receives a
diminished merchant interchange rate from the applicable card network.
"Employee" means any director, officer, or employee of Company who is designated by Company to be a
Cardholder.
"Employee Credit Limit" means the maximum indebtedness that an Employee may borrow under a Card
(including Cash Advances).
Commercial Card Agreement - Corporate Liability with Purchase Control 2019 (editable) 1/20
BANKt^h^cWEST
BNP PARIBAS
"Individual Billing" means Bank provides periodic billing statements for Cards to Cardholders for Cardholders
to remit payments to Bank.
"Large Ticket Transaction" means a Transaction whose Transaction amount is greater than the minimum
threshold defined by the applicable card network {e.g.. Mastercard) where Bank receives a diminished merchant
interchange rate from the applicable card network.
"Merchant Partner Program" means a program of a card network (e.g., Mastercard) in which a merchant
negotiates reduced interchange for Transactions with the card network.
"Net Purchasing Volume" means the total amount of all transactions net of credits and fees posted to the Card
account during the applicable measuring period minus Cash Advances on the Card account.
"Transaction" means a credit transaction under a Card and includes a Cash Advance.
"Virtual Card Number" means a value created and stored via software and linked to a number embossed
and/or encoded on a Credit Card. Virtual Card Numbers will identify Bank and a Cardholder account and
consist of a major industry identifier, a Bank identifier, an individual account identifier, and a check digit and
that can be used in place of a Credit Card in relation to so-called "Cardholder not present" transactions, such
as transactions initiated through ecommerce, telephone, mobile telephone, or mall order and any other
transactions for which a tangible plastic Credit Card is not being physically swiped or dipped.
ARTICLE n - ISSUANCE OF THE CARDS
II.A. The Prooram. Subject to Bank's then normal and customary underwriting criteria based on a credit
evaluation of Company, upon receipt of a card request from a Company Manager, Bank will issue a
Card subject to the terms and conditions of the Cardholder Agreement delivered by Bank. In all
cases. Bank shall have the sole and absolute discretion on underwriting decisions. Company shall be
liable on all Cards and obligations arising under or in connection with all Cards regardless of whether
Company selects Corporate Billing or Individual Billing.
H.B. Securitv Interest. To secure performance of all Company's obligations under this Agreement and all
other obligations owed by Company to Bank, whether or not evidenced by this or any other agreement
and now existing or hereafter created, Company hereby grants to Bank a security interest in and to all of
the following property (the "Collateral"): (a) Equipment, all goods now owned or hereafter acquired by
Company, or in which Company has or may acquire any interest, inciuding but not limited to all
machinery, equipment, furniture, furnishings, fixtures, tools, supplies and motor vehicles of every kind
and description, and all additions, accessions, improvements, repiacements and substitutions thereto
and thereof; (b) Inventory, all Inventory now owned or hereafter acquired by Company including but not
limited to raw materials, work in process, finished goods, inventory leased to others or held for lease,
merchandise, parts and supplies of every kind, including inventory temporarily out of Company's custody
or possession, together with all returns on accounts; (c) Accounts, all accounts, letter of credit rights,
commercial tort claims, contract rights and general intangibles, including software and payment
intangibles, now owned or hereafter created or acquired by Company including but not limited to
receivables, credit card receivables, health care receivables, insurance receivables, software receivables
and license fees, goodwill, trademark rights, trade styles, trade names, patents, patent applications,
copyrights and copyright applications, customer lists, business records and computer programs, tapes,
disks and related data processing software that at any time evidence or contain information relating to
any of the Collateral; (d) Documents, all documents, instruments and chattel paper, whether electronic or
tangible, now owned or hereafter acquired by Company, including, but not limited to, warehouse and
other receipts, bills of sale, promissory notes and bills of lading; and (e) Monies, all monies, deposit
accounts, certificates of deposit, investment property and securities of Company now or hereafter in
Bank's or Bank's agents' possession.
Bank's security interest in the Collateral shall be a continuing lien and shall include the proceeds and
products of the Collateral, including without limitation proceeds of insurance. Company hereby
consents to Bank filing financing statements in all locations deemed appropriate by Bank from time to
time. The security interest granted to Bank in the Collaterai shall not secure or be deemed to secure
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any indebtedness of Company which is at the time of creation subject to the provisions of any state or
federal consumer credit or truth-in-lending disclosure statutes.
To the extent permitted by law, any additional security interest Company grants at any time in favor of
Bank in assets of Company, other than real property or improvements constructed on such real
property, shall also secure all obligations and indebtedness arising in connection with this Agreement;
provided, however, that the provisions of any deed of trust or mortgage which purports to secure
Company's indebtedness and other obligations under this Agreement shall control. Company and
Bank hereby amend and modify any such document or agreement to provide that the security interest
in assets of Company, other than real property or improvements constructed on such real property,
granted therein further secures the obligations under this Agreement,
II.C. Credit Limits.
Il.C.a The Employee Credit Limit for each Card and Company Credit Limit shall be established from
time to time by Bank in Bank's sole and absolute discretion based on Bank's then normal and
customary underwriting criteria and Company's request. All indebtedness under all Cards
shall be deemed to be indebtedness under the Company Credit Limit. Bank may, in Bank's
sole discretion, increase the Company Credit Limit or an Employee Credit Limit at the request
of Company, subject to Bank's then normal and customary underwriting criteria. The
Employee may not request an increase in the Employee Credit Limit.
Il.C.b If Bank reasonably believes that the prospects for performance by Company of Company's
obligations under this Agreement, all Cards and Cardholder Agreements are impaired. Bank
may, in Bank's sole discretion, reduce the Company Credit Limit by written notice delivered
thirty (30) days prior to the effective date of the reduction in the Company Credit Limit.
II.C.c If, on the effective date of the reduction in the Company Credit Limit, the total outstanding
liabilities owed to Bank under all Cards exceeds the new Company Credit Limit, Company will
immediately pay (or cause to be paid) Bank an amount sufficient to reduce the total
outstanding obligation owed to Bank under the Cards to a sum at least equal to the new
Company Credit Limit, and if usage of the Cards will cause Company to exceed the new
Company Credit Limit, Company shall not use the Cards and shall cause the Cardholders to
cease using the Cards until such time that credit is available under the new Company Credit
Limit. Nothing herein shall be construed to prohibit Bank from charging any applicable over
limit fee.
Il.Cd Notwithstanding anything to the contrary, if the approval of an application for a Card, or
increase in an Employee Credit Limit, would cause the then Company Credit Limit to be
exceeded, Bank shall not be obligated to issue such Card or grant the application to increase
the Employee Credit Limit even if Bank's then applicable customary and normal underwriting
criteria is satisfied.
ARTICLE III - LIMITATION OF LIABILITIES ASSUMED
Limitation of Liabilities. Except in the case of gross negligence of Bank, or if applicable law,
Cardholder Agreement, or this Agreement excuses liability on the part of Company or the Cardholder,
Company, or the Cardholder, as the case may be, shall be fully liable for all Transactions and
obligations arising under a Card or applicable Cardholder Agreement regardless of whether the
Transaction is for business or consumer purposes. Bank shall be under no duty to investigate or
inquire whether a Transaction is authorized by Company or whether the Transaction was for
consumer purposes.
In the event of possible loss, theft or Unauthorized Use of a Card, Company agrees to notify Bank
immediately. Company agrees to assist Bank In determining the facts and circumstances relating to
any Unauthorized Use of a Card. Company wilt not be liable for (1) Unauthorized Use that occurs
after Company notifies Bank of loss, theft, or possible Unauthorized Use; (2) a Transaction that the
applicable card network determines is not the responsibility of Company or Bank pursuant to the
applicable card network's chargeback program, as amended from time to time; (3) a Transaction that
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occurs after Company requests, during normal business hours and in accordance with the terms of
this Agreement, that the Card account be closed; (4) Unauthorized Use of a stolen Card if Company
reports the Card stolen via facsimile, electronic mail, or telephone as provided in this Agreement within
twenty-four (24) hours after Company or any Cardholder discovers, or using reasonable care should
have discovered, the theft of such Card, provided that if the Card is not reported stolen within such
time frame. Company shall be liable for all charges associated with the stolen Card until the date that
Company or any Cardholder notifies Bank of the theft of such Card. Notwithstanding the foregoing,
any Company for which Bank issues less than ten (10) Cards shall not be liable for Unauthorized Use
occurring before Company notifies Bank that exceeds the lesser of $50 or the amount of money,
property, labor, or services obtained by the Unauthorized Use. "Unauthorized Use in this Agreement
is use that did not benefit either the Company or the Cardholder and was incurred by someone who is
not the Cardholder or who did not have actual, implied or apparent authority to use the Card or Card
account.
For Cards not issued with the name of an individual on the Card, (a) some merchants may not accept
the Card as a form of payment, and (b) Company loses charge-back rights on any fraudulent
Transactions pursuant to Card association rules and policies. Therefore, Company may not prevail in
any Transaction dispute process.
ARTICLE IV - COVENANTS OF BANK
Bank covenants with Company as follows;
IV.A. Bank Manager. Bank will appoint a Bank Manager who shall meet with the Company Manager as
frequently as mutually agreeable but at least quarterly to discuss matters related to the Cards.
Cardholder Agreements, and this Agreement. Such meetings may be conducted telephonically.
IV.B. Employee Information. Bank shall: (a) provide to the Company Manager a copy of each of the
Cardholder's periodic statement, and (b) notify the Company Manager of Bank's termination of a Card
account.
ARTICLE V - COVENANTS OF COMPANY
Company covenants with Bank as follows:
V.A. Company Manager. Company will appoint a Company Manager who shall meet with Bank Manager
as frequently as mutually agreeable to discuss matters related to the issuance of the Cards,
Cardholder Agreements, and this Agreement. Such meetings may be conducted telephonically.
V,B. Company's Revocation of Authority. Company must revoke the authority of any Cardholder who is no
longer an Employee of Company. If Company revokes the authority of any Cardholder to use a Card,
the Company Manager shall promptly notify Bank, and after a reasonable time to act on such notice.
Bank shall terminate the Card account and post no Transactions to such Card account, provided that
the use of the Card shall not be considered unauthorized by the Company until Bank has had a
reasonable time to act upon Company's notice. The notice may be provided in writing or orally,
telephonically, facsimile transmission or electronic mail. The Company shall use best efforts to recover
the unauthorized Card from such Cardholder and deliver the Card to Bank promptly after recovery of
the Card.
V.C. Cooperation with Investigation. Company will cooperate, execute, acknowledge and deliver such
instruments and take such other actions as Bank may reasonably require in connection with any
unauthorized or fraudulent use of a Card, loss or theft of a Card, including without limitation executing
an affidavit in a form satisfactory to Bank and providing to Bank a copy of a police report.
V.D. Reliance. For purposes of this Agreement, any Employee shall be deemed authorized to act and give
instruction and notice to Bank (except for a request to increase the Employee Credit Limit) for the
Card issued to such Employee. Bank shall be entitled to act upon such notice from such Employee
without liability or obligation to Company or the Cardholder, and shall be under no obligation or duty to
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inquire into or investigate the authenticity, validity, or accuracy of such notice or information,
notwithstanding any knowledge that Bank may have to the contrary. The Company Manager shall be
deemed authorized to act for and bind Company and give instruction and notice to Bank.
V.E. Use of Employee Information. Company agrees that Company shall use any information about an
Employee provided to Company under or in connection with this Agreement only in connection with
the Program and for no other purpose.
V.F. Individual Billing Payments. If Company selects Individual Billing, Company will provide Employees
with a mechanism by which to claim or report business expenses Incurred through the use of
Cards. Company agrees to pay to the Bank, within thirty (30) days of written notice, all amounts due
and owing under or in connection with each Card not paid by either a Cardholder or Company's
reimbursement process above within 120 days of the payment due date on the periodic billing
statement.
V.G. OFAC. Company represents and warrants to Bank that neither Company nor any of Company's
Employees are listed on the United States Office of Foreign Assets Control's ("OFAC") Specially
Designation Nationals ("SDN") list or the European Union Consolidated List. Bank may impose
federally required OFAC restrictions on Card use for any SDN or in OFAC designated major
sanctioned countries.
V.H. Exclusivitv. From the Effective Date and continuing until the Agreement is terminated. Bank shall be
the exclusive provider to Company of Cards and Company shall not obtain commercial cards issued
by a third party.
ARTICLE VI - CONFIDENTIALITY
VI.A. Company acknowledges that (a) Bank is subject to the consumer and customer privacy provisions of
the Gramm-Leach-Bliley Act of 1999 ("Act") and the implementing regulations promulgated by
applicable federal banking regulators (the "Regulations"), (b) the Bank Confidential Information
covered by this Agreement may include Non-Public Personal Information as that term is defined in the
Regulations, and (c) Bank has certain obligations to protect the Bank Confidential Information from
unauthorized disclosure to third parties. Company understands that Company's willingness and ability
to cooperate with and assist Bank in this regard is a material factor in Bank's willingness to enter into
this Agreement.
VI.B. For purposes of this Agreement, the following terms shall have the meanings assigned to them below;
VI.B.a "Confidential Information" means Bank Confidential Information or Company Confidential
Information, as applicable.
VI.B.b "Bank Confidential Information" means all information of Bank, whether or not in written,
electronic or optical form, including, without limitation; (i) the names, addresses, social security
numbers, telephone and facsimile numbers, financial data, e-mail addresses, and any other
Non-Public Personal Information regarding Bank's, Bank's operating subsidiaries', or Bank's
affiliates' customers and consumers, or prospective customers and consumers; (ii) that
Company knows or should have known is proprietary, confidential or a trade secret, and (iii) is
clearly identified as proprietary, confidential or a trade secret.
Notwithstanding the foregoing. Bank Confidential Information shall not include information
that: (i) is or becomes generally available to the public other than as a result of a disclosure by
Company, or any of Company's Representatives, in violation of this Agreement; (ii) is
independently developed by employees or agents of Company who had no knowledge of or
access to any of the Bank Confidential Information; (iii) was known to Company prior to
disclosure by Bank hereunder; (iv) is or becomes available to Company from a source other
than Bank; or (v) is disclosed with the consent of Bank; provided that with respect to clauses
(iii) and (iv) above, the source of such information was not bound at the time of such
disclosure by a nondisclosure, confidentiality or similar agreement with Bank or otherwise
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prohibited from transmitting the information to Company, or any of Company's respective
Representatives, because of a contractual, legal or fiduciary obligation. Company shall have
the burden of proving that any Bank Confidential Information that Company or Company's
respective Representatives uses or discloses contrary to the terms of this Agreement is not
Bank Confidential Information.
VI.B.c "Company Confidential Information" means all information of Company, whether or not in
written, electronic or optical form, that (i) is clearly identified as proprietary, confidential or a
trade secret, (ii) Bank knows or should have known is proprietary, confidential or a trade
secret, and (iii) is information regarding Company's customers and consumers including, but
not limited to, Nonpublic Personal Information regarding such customers and consumers and
prospective customers and consumers.
Notwithstanding the foregoing. Company Confidential Information shall not include information
that; (i) Is or becomes generally available to the public other than as a result of a disclosure by
Bank, or any of Bank's Representatives, in violation of this Agreement; (ii) is independently
developed by employees or agents of Bank who had no knowledge of or access to any of the
Company Confidential Information; (iii) was known to Bank prior to disclosure by Company;
(iv) is or becomes available to Bank from a source other than Company; or (v) is disclosed
with the consent of Company; provided that with respect to clauses (iii) and (iv) above, the
source of such information was not bound at the time of such disclosure by a nondisclosure,
confidentiality or similar agreement with Company or otherwise prohibited from transmitting
the Company Confidential Information to Bank, or any of Bank's Representatives, because of
a contractual, legal or fiduciary obligation. Bank shall have the burden of proving that any
information that Bank or Bank's Representatives uses or discloses contrary to the terms of this
Agreement is not Company Confidential Information.
VI.B.d "Representatives" means any directors, officers, employees, agents, stockholders,
subsidiaries, affiliates, attorneys, accountants and other advisors or representatives of a party.
VI.C. Non-Use and Non-Disclosure of Confidential Information, (a) Company agrees to treat the Bank
Confidential Information as strictly confidential and use and disclose the Bank Confidential Information
only in connection with Company's performance of Company's duties and obligations under this
Agreement. Company and Company's Representatives shall hold all Bank Confidential Information in
a fiduciary capacity and shall exercise the highest degree of care in safeguarding all such Bank
Confidential Information against loss, theft, intentional or inadvertent use and disclosure, and shall
take all steps reasonably necessary to maintain the confidentiality thereof. Company shall
immediately notify Bank of the date of, and circumstances involved in, any loss or unauthorized use or
disclosure of Bank Confidential Information. Company agrees to disclose Bank Confidential
Information only to Company's Representatives as is necessary for Company to perform Company's
respective duties and obligations under this Agreement. Company shall notify all of Company's
Representatives of Company that has access to or knowledge of any of the Bank Confidential
Information as to the existence of this Agreement and require them to abide by the terms hereof, and
shall be responsible for any use or disclosure of Bank Confidential Information by Company's
Representatives that is contrary to the terms hereof to the same extent as if Company had used or
disclosed such Bank Confidential Information. Company and Company's Representatives shall not,
directly or indirectly: (i) disclose, divulge or discuss the Bank Confidential Information with any third
party (other than Company's Representatives); (ii) use any of the Bank Confidential Information for
any purpose whatsoever other than in connection with their respective performance of their respective
duties and obligations under this Agreement; or (iii) use any of the Bank Confidential Information for
the gain, benefit, advantage or profit of any other person.
(b) Bank agrees to treat the Company Confidential Information as strictly confidential and use and
disclose the Company Confidential Information only in connection with Bank's performance of Bank's
duties and obligations under this Agreement. Bank and Bank's Representatives shall hold all
Company Confidential Information in a fiduciary capacity and shall exercise the highest degree of care
in safeguarding ail such Company Confidential Information against loss, theft, intentional or
inadvertent use and disclosure, and shall take all steps reasonably necessary to maintain the
confidentiality thereof. Bank shall immediately notify Company of the date of, and circumstances
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involved in, any loss or unauthorized use or disclosure of Company Confidential Information. Bank
agrees to disclose Company Confidential Information only to Bank's Representatives as is necessary
for Bank to perform Bank's duties and obligations under this Agreement. Bank shall notify each of
Bank's Representatives that has access to or knowledge of any of the Company Confidential
Information as to the existence of this Agreement and require them to abide by the terms hereof, and
shall be responsible for any use or disclosure of Company Confidential Information by Bank's
Representatives that is contrary to the terms hereof to the same extent as if Bank had used or
disclosed such Company Confidential Information. Bank shall not, and shall cause Bank's
Representatives not to, directly or indirectly: (i) disclose, divulge or discuss the Company Confidential
Information with any third party (other than Bank's Representatives); (ii) use any of the Company
Confidential Information for any purpose whatsoever other than in connection with Bank's performance
of Bank's duties and obligations for Bank and under this Agreement; or (iii) use any of the Company
Confidential Information for the gain, benefit, advantage or profit of any other person.
VI.D. Compulsory Disclosure. In the event that Company or Bank, as applicable, is requested or required,
as a result of any judicial or regulatory proceeding, to make any disclosure of Bank Confidential
Information or Company Confidential Information, as applicable. Company or Bank, as applicable,
agrees to provide the other party with advance notice thereof as promptly as possible (but in no event
less than seven business days unless applicable law or a court order provides for disclosure prior to
expiration of the seven business day period) so that the other party may seek an appropriate
protective order or other appropriate remedy. If Bank or Company, as applicable, is unable to timely
obtain such a protective order or other appropriate remedy and the other party is compelled to
disclose any Confidential Information or else stand liable for contempt or suffer any similar censure,
sanction or penalty, then Bank or Company, as applicable, may disclose only that portion of the
Confidential Information that such party is advised by counsel is legally required to be disclosed, and
such party shall use reasonable efforts to obtain reliable assurances that the Confidential Information
that is so disclosed will be treated confidentially.
Any party to this Agreement may reveal Confidential Information to a regulatory agency with
jurisdiction over such party and to such party's auditors and attorneys.
VI.E. Destruction and Return of Confidential Information. Company agrees that all Bank Confidential
Information, including any summaries, copies or reproductions permitted hereby, are and shall remain
the property of Bank. From time to time, and at any time, in Bank's sole discretion, Bank may request
in writing that Company either immediately destroy or return the Bank Confidential Information to
Bank, and Company agrees to promptly comply with Bank's request and shall cause Company's
respective Representatives to comply with Bank's request, including, but not limited to, the destruction
or deletion of all machine readable, electronic or optical Bank Confidential Information from computer
systems and data storage devices. If destruction or return of the Bank Confidential Information is not
feasible, then Company shall consult with Bank and take prompt action to make such Bank
Confidential Information unavailable or inaccessible to Company, Company's Representatives and
other persons. Company agrees to promptly provide Bank with written certification of Company's
satisfaction with the terms of this paragraph.
Notwithstanding anything to the contrary contained herein, for purposes of this section, the periodic
statements on a Card account to Company under Article IV hereof, shall be property of Company and
shall not be subject to the provisions of this section.
Bank agrees that all Company Confidential Information, including any summaries, copies or
reproductions permitted hereby, are and shall, as between Bank and Company, remain the property of
Company. From time to time, and at any time, in Company's sole discretion. Company may request in
writing that Bank either immediately destroy or return to Company, and Bank agrees to promptly
comply with Company's request and shall cause Bank's Representatives to comply with Company's
request, including, but not limited to, the destruction or deletion of all machine readable, electronic or
optical Company Confidential Information from computer systems and data storage devices. If
destruction or return of the Company Confidential Information is not feasible, then Bank shall consult
with Company and take prompt action to make such Company Confidential Information unavailable or
Inaccessible to Bank, Bank's Representatives and other persons. Bank agrees to promptly provide.
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and to cause its Representatives to promptly provide Company with written certification of Bank's
satisfaction with the terms of this paragraph.
VI.F. No License. Obligation or Warranty. No right, title or license is hereby granted by Bank, by implication
or otherwise, to Company or any of Company's Representatives, except for the limited usage rights
specifically described herein, with respect to any Bank Confidential Information. No right, title or
license is hereby granted by Company by implication or otherwise, to Bank or any of Banks
Representatives, except for the limited usage rights specifically described herein, with respect to any
Company Confidential Information.
VI.G. Specific Performance, Company and Bank each recognizes and acknowledges, on behalf of itself and
their respective Representatives, that the Bank Confidential Information and Company Confidential
Information are special and unique to Bank, or Company, as applicable, and that any breach or
threatened breach of any of the provisions of this Agreement will result in irreparable and continuing
harm to Bank or Company, as applicable, for which there will be no adequate remedy at law and
which could not be adequately compensated by monetary damages. If either party or any of such
party's respective Representatives, breaches, or threatens to commit a breach of, any of the
provisions of this Agreement, then the other party shall have (but shall not be limited to) the right and
remedy to have this Agreement specifically enforced by any court having equity jurisdiction, including
but not limited to the right to obtain temporary and permanent injunctions against the party allegedly in
breach of this Agreement, and such party's Representatives, without having to prove actual damages
or post a bond.
In connection with the enforcement of this section, the parties hereby irrevocably submits for the
purposes of any action or proceeding to enforce this Agreement to the jurisdiction of the courts of the
State of Nebraska and the Federal District Court for the District of Nebraska, and to venue in Omaha,
Nebraska.
VI.I. Notices of Default. Bank and Company shall each promptly give written notice to the other upon
becoming aware of the impending or threatened occurrence of any event which could reasonably be
expected to cause or constitute a breach of any of their respective representations, warranties,
covenants or agreements contained in this Agreement.
ARTICLE VII - TERMINATION
VILA. The initial term of this Agreement shall commence on the Effective Date and remain in force for a
period of three (3) years from the Effective Date,
VII.B, Upon expiration of the initial term, this Agreement shall automatically renew for additional successive
terms of one (1) year until a party delivers written notice of non-renewal to the other party at least thirty
(30) days prior to the end of the then-current term, or this Agreement is terminated in accordance with
the terms of this Agreement.
VIl.C. This Agreement may be terminated:
Vll.C.a By Bank if Company materially breaches any representation, warranty or agreement
contained in this Agreement which is not cured within thirty (30) days after written notice of
such breach has been delivered to Company.
Vll.C.b By Company if Bank materially breaches any representation, warranty or agreement
contained in this Agreement which is not cured within thirty (30) days after written notice of
such breach has been delivered to Bank.
VII.C.c By Company if the Federal Deposit Insurance Corporation is appointed as a receiver for Bank.
Vll.C.d By Bank if Company commences a voluntary case or other proceeding seeking rehabilitation,
liquidation, reorganization or other relief with respect to itself or Company's debts under any
rehabilitation, bankruptcy, insolvency or other similar law generally affecting the rights of
creditors now or hereafter in effect or seeking the appointment of a trustee, rehabilitator,
receiver, liquidator, custodian or other similar official of Company or substantially all of
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Company's property, or consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding commenced
against Company, or make a general assignment for the benefit of creditors, or file an answer
admitting the material allegations of a petition filed against Company in any such proceeding
or fail generally to pay Company's debts as they become due, or take any corporate action to
authorize any of the foregoing; or
Vll.C.e By Bank if an involuntary case or other proceeding be commenced against Company seeking
rehabilitation, liquidation, reorganization or other relief with respect to Company or Company's
debts under any rehabilitation, bankruptcy, insolvency or other similar law generally affecting
the rights of creditors now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of Company or any substantial part of
Company's property, and such involuntary case or other proceeding remains undismissed and
unstayed for a period of sixty (60) days, this Agreement shall be terminated as to such party.
Vll.C.f By Bank upon sixty (60) days prior notice if Bank reasonably believes that the prospects for
performance by Company of Company's obligations under this Agreement, all Cards and
Cardholder Agreements are significantly impaired.
VII.D. Effect of Termination. The termination of this Agreement shall not affect, diminish, release or impair
any obligation or liability incurred by a party to the other party which was incurred prior to the effective
date of termination under this Agreement any obligation or liability incurred by a Cardholder to Bank
prior to the effective date of termination of the applicable Card, or in connection with this Agreement.
On the effective date of termination, Bank may, without further notice to Company or any Cardholder,
terminate and cancel all Cards without incurring any further obligation and liability.
ARTICLE VIII - INDEMNIFICATION
VIIL indemnification. Company shall indemnify Bank and hold Bank harmless from and against any and all
damage, loss, or injury which Bank may suffer, incur or sustain arising out of this Agreement, the
Cards, the Cardholder Agreements, and any Transaction unless such damage, loss, or injury was
caused by the sole negligence of Bank.
To exercise Bank's indemnification rights hereunder as the result of the assertion against Bank of any
claim or potential liability or loss for which indemnification is provided. Bank shall promptly notify
Company of the assertion of such claim, discovery of any such potential liability or loss or the
commencement of any action or proceeding in respect of which indemnity may be sought hereunder.
Bank shall advise Company of all facts relating to such assertion within the knowledge of Bank, and
shall afford Company the opportunity at Company's sole cost and expense to defend against such
claims for liability. Company shall notify Bank within thirty (30) days of receipt of a notice of claim,
whether Company shall assume the defense of such claim (unless a shorter response period is
required under the circumstances). If the defense of a claim is assumed by Company. Bank shall be
consulted and kept fully informed with regard to the progress of such claim. Bank shall cooperate with
Company in connection with such claim. In any such action or proceeding. Bank shall have the right
to retain Bank's own counsel, but the fees and expenses of such counsel shall be at Bank's own
expense unless (i) Company and Bank mutually agree to the retention of such counsel, (ii) the named
parties to any such suit, action, or proceeding (including any impleaded parties) include both Bank and
Company, and in the reasonable judgment of Bank, representation of Bank and Company the same
counsel would be inadvisable due to actual or potential differing or conflicts of interests between them,
or (iii) Company has failed to promptly assume or diligently prosecute or defend the claim.
ARTICLE IX - REPRESENTATIONS AND WARRANTIES
IX.A. Bank hereby represents, warrants and covenants to and with Company as follows:
IX.A.a The execution and delivery by Bank of this Agreement, the performance by Bank of Bank's
duties and obligations hereunder and the consummation of the transactions contemplated
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hereby do not (i) conflict with or result in a violation or breach of any term or provision of any
law, rule, regulation, judgment, decree, order or injunction applicable to Bank or any of Bank's
assets and properties or any contractual restriction of any kind binding or affecting Bank or
any of Bank's properties, or (ii) conflict with or result in a violation or breach of or constitute,
with or without notice or lapse of time or both, a default under any material agreement to
which Bank is a party or any material obligation or responsibility which Bank has to any third
party.
IX.A.b Bank is a corporation duly organized, validly existing and in good standing under the laws of
California. Bank has the corporate power and authority to execute and deliver this Agreement
and to perform Bank's obligations hereunder.
IX.B. Company hereby represents, warrants and covenants to and with Bank as follows;
IX.B.a The execution and delivery by Company of this Agreement, the performance by Company of
Company's duties and obligations hereunder and the consummation of the transactions
contemplated hereby do not (i) conflict with or result in a violation or breach of any term or
provision of any law, rule, regulation, judgment, decree, order or injunction applicable to
Company or any of Company's assets and properties or any contractual restriction of any kind
binding or affecting Company or any of Company's properties, or (ii) conflict with or result in a
violation or breach of or constitute, with or without notice or lapse of time or both, a default
under any material agreement to which Company is a party or any material obligation or
responsibility which Company has to any third party.
IX.B.b Company has the power and authority to execute and deliver this Agreement and to perform
Company's obligations hereunder.
ARTICLE X - MISCELLANEOUS
X.A. Survival- Articles III, V.C. V.E, V.F, VI, VII.D and Vlll shall survive termination of this Agreement.
X.B. Assignment. Neither this Agreement nor any of the rights, interests or obligations of either party
hereunder may be assigned by either of the parties without the prior written consent of the other party,
provided, however, that Bank may subcontract with a third party to perform the non-credit services to
be provided by Bank without the consent of Company. No such permitted assignment or
subcontracting shall release the assignor or subcontractor from assignor's or subcontractor's
obligations and liabilities under this Agreement.
X.C. Binding Effect. This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and permitted assigns.
X.D. Notices. Except as provided In Article IV, all information, notices, requests, demands, consents and
other communications given or required to be given under this Agreement and under the related
documents shall be in writing and delivered to the applicable party at the address indicated below:
If to Bank: Bank of the West
180 Montgomery Street, 11th floor
San Francisco, CA 94104
Attention: Commercial Card Manager
If to Company:
or, as to each party at such other address as shall be designated by such party In a written notice to
the other party complying as to delivery with the terms of this section. Any notices shall be In writing.
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including telegraphic or facsimile communication, and may (but need not) be sent by registered or
certified mail, return receipt requested, postage prepaid or telegraphed. Notices may not be sent by
electronic mail. Notice shall be effective upon actual receipt thereof.
X.E. Incorporation. All appendices attached to this Agreement are incorporated into this Agreement by
reference.
X.F. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of
the State of Nebraska (excluding Nebraska's choice of law rules), and as applicable, federal law,
X.G. Entire Agreement. This Agreement contains the entire understanding of and all agreements between
the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous
representation, information, bid. offer, letter of intent, agreement or understanding, oral or written,
pertaining to any such matters which agreements or understandings shall be of no force or effect for
any purpose.
This Agreement may not be amended or supplemented in any manner except by mutual agreement of
the parties and as set forth in a writing signed by a duly authorized representative of the parties hereto
or their respective successors in interest, provided that, notwithstanding anything to the contrary
contained herein, Bank may unilaterally, in Bank's sole discretion, amend the terms and conditions of
any Cardholder Agreement, including, without limitation, the interest, fees and charges related to the
Cards, in accordance with the provisions of the Cardholder Agreement.
X.H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
X.I. Headings and Construction. The headings used in this Agreement are inserted for purposes of
convenience of reference only and shall not limit or define the meaning of any provisions of this
Agreement. As used herein, the singular includes the plural and vice-versa, the masculine includes
the feminine, and vice-versa, "and" means "or" and vice-versa, unless the context clearly indicates the
contrary,
X.J. Waiver. The waiver of any breach of any provision under this Agreement by any party shall not be
deemed to be a waiver of any preceding, subsequent or other breach under this Agreement. No such
waiver shall be effective unless in writing and executed by any authorized signatory.
X.K. Third Party Beneficiaries. Except as expressly provided in this Agreement, the parties intend that this
Agreement shall not benefit or create any right or cause of action in or on behalf of any person other
than the parties to this Agreement.
X.L. Severabilitv. If any provision of this Agreement, as applied to any part or circumstances, shall be
adjudged by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no
way affect any other provision of this Agreement, the application of any such provision, or any other
circumstances, or the validity or enforceability of the other provisions of this Agreement.
X.M. Force Maieure. Neither party to this Agreement shall be liable to the other party for any delay or non-
performance of such party's obligations under this Agreement or any Cardholder Agreement arising
from any cause beyond such party's reasonable control, provided, however, that such party shall, on a
best efforts basis, cure such inability to timely perform such party's obligations hereunder, and if such
party is unable to cure such nonperformance within thirty (30) days of the force majeure event, the
other party may terminate this Agreement.
X.N. Association Rules. Company acknowledges and agrees that the association rules of the applicable
card network shall govern and regulate certain issues which arise out of the usage of the Cards.
X.O. No Partnership. Neither this Agreement nor the performance of the services of the respective parties
hereunder shall be considered or construed to (a) create a partnership, association or joint venture
between Company and Bank, or (b) constitute any party to this Agreement or any of such party's
respective agents, employees or Representatives as the agent, employee or representative of the any
other party, and no party to this Agreement shall make any representations to the contrary. No party
to this Agreement will be under any obligation to any other person, except for obligations expressly
assumed under this Agreement or by operation of law.
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X.P. Cooperation. The parties shall cooperate to insure that the respective duties and obligations of each
of the parties hereunder are effectively, efficiently and promptly discharged. Each party shall execute
and deliver to the other parties such further instruments and documents and take such further action
as may from time to time be necessary to carry out the Intent and purposes of this Agreement.
Commercial Card Agreement - Coiporate Liability with Purchase Control 2019 (editable) 12/20
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IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed by their
duly authorized officers as of the date first above written.
COMPANY NAME BANK OF THE WEST
Name;Name:
Title:Title;
Signature Signature
Date Date
Additional company signatory (optional)
Name:
Title:
Signature
Date
Commercial Card Agreement - Corporate Uabiiity with Purchase Control 2019 (editable)13/20
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APPENDIX A-PRICING
o Annual Account Fees* - please check your choice(s)
□ Corporate Cards - Merchant Category Codes
(MCC) restrictions NOT available
□ Purchasing and Fleet Cards - Merchant Category
Codes (MCC) restrictions available
(card design may be different from the illustration but vmII indicate card type
on card)
V"* BttNK.iWfSI%. (IHPPAIIIIIAS
rj ^
3c::
UANk—Wl>l
V U B C ••
ri
< a: K i:
$30.00 (Waived if
annual Net Purchasing
Volume is 2$240.000)
$45.00 (Waived if
annual Net Purchasing
Volume is a $720,000)
o Billing - please check your choice(s)□ Corporate Billing
□ Individual Billing
o Late payment fee (if the Amount Due printed on the periodic
billing statement is not paid in full by the Payment Due Date)$25.00
o Fraud protection per card $0.00
o ATM fees - Domestic $1.00 per withdrawal
o ATM fees - International $2.50 per withdrawal
o Foreign Transaction Fee
o Intemational Transaction Fee (Visa/Mastercard Fees)
1.5%
1.0%
o Finance Charge - Purchase (if the Amount Due printed on the
periodic billing statement is not paid in full by the Payment Due Date)
Prime + 4.99% (Corporate Billing)
Prime + 6.99% (Individual Billing)
o Finance Charge - Cash Advance 18%
o Emergency Card Replacement (24 hour service)**
o Emergency Cash Advance**
Domestic Fee; $125.00
Intemational: $165.00
o NSF Payment Fee $15.00 per returned payment
o Over-the-credit-limit Fee $25.00
o Copy of Sales Draft $2.00 per sales draft
o Copy of Statement $8.00 per statement
o Logo Card Setup Fee (monochrome logo on standard design)$300.00 per design
o Custom File Interface Setup Fee**$1,500.00/per data feed***
o Monthly Data File Transmission Fee**$100.00/per data feed***
o New and Replacement Card Fees $0.00 (standard mail)
$20.00 per card (overnight)
* Annual Account Fee. The Company agrees to pay an annual account fee for establishing and maintaining an account (e.g., Card
account. Company account) issued on behatf of the Company. Fees are always waived the first year. This fee is payable on the
anniversary date of account issuance and annually thereafter.
** Mastercard ONLY
*** Program Maintenance and Transactions Fees to be waived when average monthly Net Purchasing Volume exceeds $200,000.00 and
tfie average transaction size exceeds $125.00.
Commercial Card Agreement - Corporate Liability with Purchase Control 2019 (editable)14/20
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APPENDIX B - REBATES
Bank will pay Company a rebate based on the formula and terms set forth herein.
Rebates are paid on the total Net Purchasing Volume once the minimum volume of $1,000,000 has been
attained for each calendar year of the Agreement.
The account must be in good standing to earn rebates. No rebates will be earned or paid if Company was in
default under this Agreement at any time during any applicable rebate year.
Rebates are paid yearly within sixty (60) days after the end of each calendar year of the Agreement. In no
event shall Bank pay Company a rebate for the year in which the Agreement is terminated if such termination
occurs during any calendar year and such termination is not a termination at the end of such calendar year.
The rebate is based on the Net Purchasing Volume less any costs of travel rewards. Cash Advances and
other cash transactions do not earn rebates. Bank reserves the right to deduct fraud losses from the rebate.
Program Maintenance and Transactions Fees in Appendix A will be deducted from the rebate.
The Rebate Schedule is subject to change or discontinuance if the interchange rate received by Bank is
materially reduced or if there is a substantial change in the LIBOR (London Interbank Offered Rate) index or
the index that Bank replaces LIBOR with in the event that LIBOR is discontinued. Such change in the rebate
schedule will not impact any rebates previously earned and Bank will provide at least sixty (60) days' notice of
any such change.
Notwithstanding anything in this Appendix or the Agreement to the contrary, rebates are not earned on
charges that earn Bank of the West Travel Rewards. Accordingly, any rebate dollar amount calculation will not
include Net Purchasing Volume associated with charges that qualify and/or are used for calculation of rewards
as part of the Bank of the West Travel Rewards program. For purposes of solely determining the rebate rate
tier used to calculate a rebate, the total Net Purchasing Volume will be used (without any deduction of charges
that earn Bank of the West Travel Rewards).
Rebates Schedule:
Net Purchasing Volume 30/25* 1
Minimum Maximum REBATE RATE** 1
0 999,999.99 0.00%
1,000,000 2,499,999.99 0.65%
2,500,000 4,999,999.99 0.75%
5,000,000 7,499,999.99 0.83%
7,500,000 9,999,999.99 0.91%
10,000,000 Over 1,00%
* 30/25 means monthly billing cycle with 25 days' grace period (payment due 25 days after cycle date)
Rebate rate effective from dollar one ($1)
If Bank receives reduced interchange due to Large Ticket Transactions, Bank reserves the right to apply a
maximum rebate rate (the "Large Dollar Rebate") of 0.45% to Large Ticket Transactions.
If Bank receives reduced interchange due to Data Rate III Transactions (also known as Level 3 transactions).
Bank reserves the right to apply a maximum rebate rate (the "Data Rate III Rebate") of 1.00% to Data Rate III
Transactions.
Bank reserves the right to reduce the rebate rate by 0.20% for Net Purchasing Volume coming from Cards
with Individual Billing. In this case, the rebate rate will be no less than the rate for $1 million, unless Net
Purchasing Volume of $1 million is not reached. All Net Purchasing Volume incurred on Cards with Corporate
Billing will earn the standard rebate rate shown above.
Commercial Card Agreement - Cotporate Liability with Purchase Control 2019 (editable)15/20
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Bank reserves the right to exclude transactions at any merchant who participates in a Merchant Partner
Program from the rebate, even if such transactions are included in the Net Purchasing Volume. Accordingly,
any rebate dollar amount calculation will not include Net Purchasing Volume associated with a Merchant
Partner Program.
Bank reserves the right to exclude Large Ticket Transactions and Transactions under a Merchant Partner
Program from the Net Purchasing Volume should the total Net Purchasing Volume exceed $2,499,999.99 or
should Large Ticket Transactions and Transactions under a Merchant Partner Program exceed 5% of the total
Net Purchasing Volume.
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APPENDIX C - PURCHASE CONTROL SERVICES
This Appendix C is made a part of the Commercial Card Agreement (the "Agreement") entered into between
the parties and governs Company's receipt of Purchase Control Services from Bank. Bank offers a hosted
technology platform and related services, supporting authorization, transaction routing and alert controls
(collectively, the "Purchase Control Services") to its commercial card customers. Capitalized terms not
expressly defined herein shall have the meanings ascribed to them in the Agreement.
1. Provisions of Services.
Bank may modify the Purchase Control Services as necessary to implement technical and functional changes
to Bank's systems. Company shall implement technical and functional changes to its systems as may be
reasonably required by Bank to access the Purchase Control Services. Each party shall bear its own costs
associated with the implementation of any changes or modifications to its systems.
The Purchase Control Services are intended to provide Company with the following key product features:
• Generation of unique Virtual Card Numbers linked to a Credit Card
• Enhanced authorization controls whereby spending can be controlled in various ways including purchase
amount, purchase type, validity period and supplier
• Flexible, user-configurable workflow model to support the request, review and approval of purchase
requests received via the hosted web-site (if applicable)
• Integration via a real-time XML Messaging Application Programming Interface (API) with Customer's e-
procurement or in-house purchasing system or with certain travel management companies to perform real
time requests for Virtual Card Numbers (if applicable).
• Support of the Virtual Card Number for enhanced data reporting In management information systems (e.g.,
MasterCard Global Data Repository and Smart Data Product Suite) and acting as a unique identifier of a
Card for the reconciliation process
• Ability to enhance travel industry addenda information for up to 30 custom cost allocation fields for Card
payments (Company cannot include any Protected Health Information data in these fields)
• Ability to process payments to customer's suppliers through a batch file initiated by Company using
protocols as defined by Bank and/or Company (if applicable)
2. Equipment: Software.
Company must provide and properly install all required equipment and software and maintain the equipment
and software in good working order. Company accepts full responsibility for the security and confidentiality of
all matters related to the equipment and software. Any equipment and software requirements are described in
the User Materials, as such may be amended from time to time. For purposes of this Appendix C, "User
Materials" means any set up forms, user manuals, reference cards or other product description materials,
including online messages related to Purchase Control Services. Unless othenAfise agreed between the
parties. Bank is not responsible for the installation or setup of any equipment or software. Bank does not
guarantee access to the Purchase Control Service from all computers, modems or communication software
packages. Should Company choose to use equipment or software not listed in the User Materials or not
previously authorized by Bank in writing. Bank may not support such equipment and software and Company
may not be able to access the Purchase Control Services with such equipment and software.
3. General Security Procedure Requirements.
A. The User Materials outline in detail the security safeguards provided to Company by Bank and
the System Administrator's roles and responsibilities. Those security safeguards include, without limitation,
use of a user id and password, the ability by Company's designated System Administrator to delegate to
various users access to specified Purchase Control Service modules, hours of access, the functions and
accounts accessible by any user within the specified modules. Company will be responsible for the
administration of such access, including the deletion of authorized users. Company will monitor Card use
and accept and act on all communications regarding the Purchase Control Services. Bank may without
further inquiry, rely on, deal with and accept instructions related to the Purchase Control Services from any
Commercial Card Agreement - Corporate Liability with Purchase Control 2019 (editable) 17/20
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person who identifies himself or herself as the person designated by Company as the System
Administrator.
B. The Purchase Control Services can be accessed and instructions and communications can be
given by Company to Bank by electronic means, such as a computer terminal. If Bank gives Company access
to a secure system of communicating with Bank, such as Bank's online banking services, Company will be
given or will select a user id and password. Each individual who is authorized by Company to access the
Purchase Control Services must have a unique user id and password. Company will be solely responsible for
the confidentiality and use of each user id and password and represents and warrants that Company will
implement commercially reasonable physical and electronic controls and safeguards to protect the
confidentiality and integrity of user ids and passwords. Company is responsible for all instructions received by
Bank through and under any authorized user id and password. Bank reserves the right to require Company to
change any or all of the security procedures or codes at any time. Bank may require that Company designate
an individual {and, where applicable. Bank recommends that Company have at least two individuals) who are
authorized to take control of the security procedures inherent in the Purchase Control Services. Company
may designate an Employee(s) as the Designated Company Contact ("DCC"). The DCC is, or can assign to
other Company Employees, the role of System Administrator(s). The "System Administrator(s)'' is a Company
Purchase Control Services user that is responsible for assigning the levels of security necessary for Company
and access rights of other Company Employees who are granted access to the Purchase Control Services.
C. Any initial default passwords are sent to the DCC under separate cover.
D. Any System Administrator(s) will be required to change the initial passwords the first time they
use their IDs to login into the Purchase Control Services. It is the System Administrator's responsibility to
understand the security capabilities built into the Purchase Control Services and to assign and, as appropriate
to Company's business and security needs, to restrict access to the various applications only to those
Employees who have a need to know, keeping in mind the importance of separation of duties as an important
way of protecting Company. The System Administrator also maintains the responsibility of setting certain
limits related to dollar or volume thresholds for authorized users.
E. Company agrees to follow the security procedures Bank has established for communications with
Bank.
F. Bank does not publish these security procedures or make them generally available to the
public because doing so would compromise the integrity of the security procedures. Company is responsible
for maintaining the confidentiality of any security procedures established. If Company or Company's agents
have reason to believe that any security procedures (including any identification codes) have or may have
become known by unauthorized persons (whether or not Company's Employees), Company shall immediately
notify Bank by telephone.
G. Until Company notifies Bank and Bank has a reasonable opportunity to act on the notice,
Company shall remain responsible for any transactions and/or instructions given by use of each user id and
password. Company is solely liable for any transactions and/or communications initiated by Bank before Bank
has received notice from Company of the breach or potential breach of any security procedure and have had a
reasonable opportunity to act on such notice.
H. Company agrees to notify Bank immediately if Company becomes aware of: (i) any loss or
theft of any user id or password; or (ii) unauthorized use of user id and/or password, or of the Purchase
Control Services or any information. Company further agrees to notify Bank immediately if Company is
required to take any action to terminate access to the Purchase Control Services by any user(s). Company
agrees to confirm any oral notification in writing to Bank within 24 hours. Company agrees to cooperate with
Bank to replace the security procedures (including any identification codes) in accordance with Bank's security
requirements.
I. FAILURE TO PROTECT USER IDENTIFICATION CODES AND OTHER SECURITY
DEVICES MAY ALLOW AN UNAUTHORIZED PARTY TO (I) USE THE PURCHASE CONTROL SERVICES.
(II) CORRECT, CHANGE, VERIFY, OR SEND DATA USED WITH THE PURCHASE CONTROL SERVICES;
Commercial Card Agreement - Corporate Liability with Purchase Control 2019 (editable) 18/20
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(IN) SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE INFORMATION AND
COMMUNICATIONS FROM BANK; (IV) ACCESS COMPANY'S ELECTRONIC COMMUNICATIONS AND
FINANCIAL DATA; OR (V) PROCESS FRAUDULENT PAYMENT ORDERS IN COMPANY'S NAME. ALL
ENTRIES INTO THE PURCHASE CONTROL SERVICES, ALL COMMUNICATIONS SENT AND ALL USES
OF THE PURCHASE CONTROL SERVICES THROUGH COMPANY'S IDENTIFICATION CODES WILL BE
DEEMED TO BE COMPANY'S INSTRUCTIONS, COMPANY'S ENTRIES, COMPANY'S COMMUNICATIONS
AND USES AUTHORIZED BY COMPANY AND WILL BE BINDING UPON COMPANY. COMPANY
ASSUMES THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALL
IDENTIFICATION CODES.
J. Company acknowledges that the Internet may be insecure and that Bank cannot control the
operation of the internet. Company accepts all risk associated with use of the internet, including the possibility
that data and information may be monitored or read by others. Company agrees that it will not hold Bank or
Bank's agents liable for any failures, acts, or omissions of any third party information system operator,
including but not limited to, unauthorized access to, alteration, theft, or destruction of information and data.
Company agrees to employ a commercially reasonable security technology for transmitting the check images
and deposit data to Bank. In the event of a change in the commercially reasonable standard as a result of
technological advancements. Company agrees to utilize such security technology which will satisfy such then
commercially reasonably standard. Company agrees that Bank is not responsible if Company's computer
system. Company's Internal controls or other operating software causes interaction between the parties to
operate poorly or slowly. Company agrees to audit its security practices and otherwise comply with Bank's
rules pertaining to internet security as may be provided to Company from time to time. Company
acknowledges and agrees that such rules may be modified by Bank, such modifications to be effective upon
the giving of notice thereof by Bank to Company. Company agrees that its email system will not block emails
from Bank's domain and that Company is fully responsible if its email system blocks emails from Bank's
domain. Company must take preventative action to scan all files for viruses.
4. Service Fee. In consideration of Bank's provision of Purchase Control Services to Company, Company
agrees to pay the following service fees in connection with the Purchase Control Services (as well as
other fees or expenses recognized herein).
1
Service Fees |
□ Purchase Control - On Demand: ability to create ad-hoc Virtual Card Numbers via
a secure online portal (one at a time)No fees
□ Purchase Control - Batch: ability to automate the creation of multiple Virtual Card
Numbers via a batch file (ePayables)
o Monthly Maintenance*
o Implementation Fee*
$185
$1500
D Purchase Control - Business Travel: ability to create ad-hoc Virtual Card Numbers
specific to business travel (Conferma)
0 Monthly Maintenance*
o Implementation Fee*
$185
$1500
*AII fees are waived if annual Purchase Control Services volume is a $1.000.000 or overall annual Commercial Card program volume
is a $5,000,000). othenvise these fees will be deducted from annual rebates. Implementation Fee will be assessed if participation is
discontinued before the end of the first program year.
5. No Warranty; Disclaimer.
COMPANY ACKNOWLEDGES THAT THERE ARE NO WARRANTIES. EXPRESS OR IMPLIED, AS TO THE
VALUE, CONDITION, DESIGN OR FUNCTIONING OF THE PURCHASE CONTROL SERVICES, THE USE,
MERCHANTABILITY. FITNESS FOR ANY PURPOSE, INCLUDING THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, OF ANY SYSTEM, SOFTWARE, LICENSED SOFTWARE OR
OTHER RIGHTS TRANSFERRED HEREIN, FREEDOM FROM INFRINGEMENT OR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE PURCHASE CONTROL
Commercial Card Agreement - Corporate Liability with Purchase Control 2019 (editable)19/20
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SERVICES OR OTHER RIGHTS TRANSFERRED HEREIN. IN THIS REGARD, COMPANY
ACKNOWLEDGES THAT BANK WILL NOT BE LIABLE TO COMPANY FOR AN INCIDENTAL, INDIRECT,
SPECIAL. OR CONSEQUENTIAL DAMAGES, LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO
HAVE BEEN CAUSED BY THE USE OR INABILITY TO USE THE PURCHASE CONTROL SERVICES, OR
OTHER RIGHTS TRANSFERRED HEREIN.
6. Bank's Agents.
In the event the Purchase Control Services are dependent on Bank's ability to obtain or provide access to third
party networks, distribution systems and websites {their terms apply), the parties agree that if the network or
system is unavailable or in the event Bank determines, in Bank's discretion, that Bank is unable to continue
providing third party network or system access, Bank may discontinue the Purchase Control Services or may
provide the Purchase Control Services through an alternate third party network or system. In any event, Bank
has no liability for the unavailability of the third party network or system,
7. Proprietary Information.
Company acknowledges that all User Materials, any software, licensed software or systems used in providing
the Purchase Control Services and all information relating thereto, either are Bank's proprietary properties or
properties which Bank is authorized to sub-license and have great commercial value and further are
considered Confidential Information. Company acknowledges that it acquires no property or proprietary rights
in the User Materials, software system, or licensed software as a result of Company's use of the Purchase
Control Services. Company agrees to protect the confidentiality of these materials. Company agrees that It
will not distribute, alter, recompile, disassemble, reverse engineer or make, publish or distribute any derivative
work from the software system or licensed software, nor shall Company obscure, alter or remove any
copyright, trademark, service mark, patent notice or other proprietary notice that is placed on User Materials,
software or licensed software. Company agrees to destroy, delete or return to Bank any User Materials,
software or licensed software provided to Company upon termination of the Purchase Control Services.
8. Training.
Bank will provide Company with Bank's standard User Materials for the Purchase Control Services and
features set forth in Section 1. These User Materials contain instructions for using the Purchase Control
Services. Bank will provide training to Company's Card Program Administrator(s) on Purchase Control
Services in frequency and scope as determined reasonable by Bank. Any specialized, customized or
individualized training for Purchase Control Services for Company's Employees may be requested in
accordance with special arrangements and subject to such fees and charges as the parties may mutually
agree,
9. Company's Agents.
Company assumes sole responsibility for any actions performed on Company's behalf by Company's
Employees, agents or contractors. Company agrees that Bank has no duty to monitor, detect or report any
errors, omissions, or unlawful activities by Company's agents or contractors. Company agrees that Bank may
rely on instructions, data, or any documentation provided to Bank by Company's designated agents or
contractors.
10. Protected Health Information Restriction
Company shall not include any Protected Health Information data in the custom cost allocation fields.
11. Indemnification and Hold Harmless.
In addition to any indemnification obligations in the Agreement, Company shall indemnify, defend, and hold
Bank harmless from any loss, damage, liability, or expense sustained, including attorney's fees and expenses
of litigation, arising or resulting from Company's use of the Purchase Control Services.
Commercial Card Agreement - Corporate Utility with Purchase Control 2019 (editable) 20/20
V
New Application-Government/Institutional
Company Information
¨ DBA Name:
Contact Name:
¨ DBA Address Type:¨ DBAAddressI (ivoPOBo>0
DBA Address 2:
¨ City:¨ State
¨ DBA Phone #;
♦Zip Code:
DBA Fax #:
Date Founded:Mobile Phone#:
♦ Email Address:
CIP Exemption:
Other Address (tPoteFEHEtmHANabove}
□ Mailing □ Shipping □ See ALSO Special instructions (uorb thm one option may be selected)
Location Name:Phone #:
Contact:Fax#:
Address;City:1 State: | Zip Code:
Statements/ Retrievals /Chargebacks
Statements: □ DBA or □ Mailing or □ 1^-9 I Auto Send: E3 Yes □ No (Chain companies only-MUST include CHAIN SET UP form)
Retrievals: Mail To: □ DBA □ Mailing or Fax To: □ DBA □ Mailing or Euaii To:OR □ Online Case Management (OCM)
Chargebacks: Mail To: □ DBA □ Mailing aac Fax To: □ DBA □ Mailing or Emajl To:OR □ Online Case Management (OCM)
CwTACT Information (Au-moRtzEp Rep)
♦ □ Officer □ Manager □ Authorized Representative □Other:
♦ First Name:
♦ Title:
MN:♦ Last Name:
♦ US Person:
Contact Address (No PC BOX):♦Address Type:
City:♦State:♦Zip Code:
♦DOB Contact Phone #:
Individual ID Exemption Class: GOVERNMENT □ FEDERAL □ State □ Local (political subdivision of a us state)
Other Company Information
♦ Average Sale Amount: S □ Card Present 100%Omni Commerce (must total 100%)
♦ High Sale Amount: S □ Card Not Present 100%Card Present %
♦ Number of High Sales Transactions annually:□ Internet 100%Card Not Present* %
♦ Total MONTHLY Visa/MC/AMEX/DISC/UnionPay Sales: $□ OMNI Commerce Internet * %
♦ Annual Total Revenue: (Cash, Check, Caro)$♦Internet : product website:
♦ Industry Type:
♦ Description of product/services offered:♦Internet: "Contact us* email:
Special Program MCC Only:'Customer Service Phone tt and Previous Processor Required below
When does the customer receive t>« raooucT or service?
If not same day. # of Days (include shipping timf framf)
♦Customer Service Phone #:
♦Previous Processor:
If seasonal, please check months closed below. (Customer must contact Customer Sfrvicf to npACTn/ATFANnffPArTivATAarHnnuT)
□ January □ February □ March □ April □ May
□ July □ August □ September □ October □ November □ June
□ December
Bank Account ccheckimgaccouivts only)
♦ Deposit Bank Name :♦ aba/Routing#♦ DOA Account #:
Billing/Chargeback Bank Name different)aba/Routing #:DDA Account#:
Chargeback Bank Name (if different than billing):ABA/RouTiNG #:DDA Account #:
□ FASTTRACK funding MONTHLY FEE $Tape ID (opt):
USA-GOV-ELV-1018
Card Acceptance (please check e<cH card you wish to acceptj
□ ALLVtSA/MftSTERCARD/AMEXAjNIONPAY/
Discover Cards (Jcb, di, pay pal payment device)
□ Visa Credit □ Visa DEBft □ MC Credit □ MC Debit □ Discover(JCB.Di.PAvPALPuvuEWTDtvicf) □ UnkjnPay □ Amex
Pricing Category
□ Retail
□ Restaurant
□ Lodging
□ Supermarket
□ MO/TO/Internet
□ aru
□ Omni Commerce
(T«R0&EICP only)
Pricing Information Fees
Pricing Program:
If-IXED OHLY)
visa/MasterCard/UnionPav/
Discover Cards American Express Opt Blue Application $100
Rate'Per Item*Rate Per Item iNSTALLATtONrr RAINING $100
Tiered |
Qualified %$%$Reporting & Support Package $12.99
Mid Qualified %$%$Monthly Minimum $35
Non Qualified %$%$CHARGEBACK (PIR OCCURRENCE)$25
Opt. □ Check Card □ Sp RMKT □ ops/Small Tkt Return Item/NSF (per occurrence)$20
%s Statement: □ Electronic or □ Paper
Monthly Statement Maiung
(PLPE R ST»Tll»ENTS ONI Yl
$10
Opt Rewards %$
Opt. Commercial Card %$Rush Shipment $
In TERCHANGE PLUS %$%$Verizon Data Plan (per oev«): i!*B«o«n.)$
Enhanced ICPlus 1
Check Card Qualified %$Verizon Data Plan Overage (per mb)$
Qualified %$%$Other:$
Rewards Qualified %$Authorizations
Mid Qualified %$%$Visa (perauth)$Voice - AR U (per auth)$0.85
Commercial Non Qualified %$MasterCard (per autm)$Voice Operator (pctauth)$0.85
Non Qualified %$%$Discover (perautn)$Voice * AVS (per auth)$0.85
Fl XED - PRICING PGM:%$%$UNIONPAY (perauth)$
Voice Bank Ref (per auth)$0.85■Ryt7CS4«n»ALL Cmo AccEPTANce rvpE] klecyeo. All CMoBKtvAsssastttMrt tnj. aePAasB> imouoMArcosT.
**P4 yPAL ACC&TAHCt AND HATES AJSBAl^ OH CAHD /HttSEHT TnAHSACTIOHS OKAY.AMEX Opt Blue (per auth)$
PCI Security Program/Safe-t Package AMEX PS (TPSP)(perau™)$Dial Communication (peraltth)$0,024
Security Program ►PCI $7 PIN Debit (AU0afrNETtKMKIS«IMLLS£PASSarNR0U«<AreO11)
Solution Package PIN DESrr Monthly fee $
►
(PjrMoktx Plus tmes. if APPLICABLE)$IC Plus (perauth)$
ICPiMS/EHH ICPLUS M0Nr'lCPLS/AtJJM'ASSOGI.(T!eiiED/0lAPeHEHTIAL MOHT'lCDIF/Aum'ASSOC)
Other Card Types Existing
AMEX SE# [10 D.'GITS)PerAltth: S EBT SEU (7 DIGITS)Per Auth: S
American Express PS (TPSP)
□ Customer is eligible for AMEX TPSP and accepts □ Customer is eligible for AMEX TPSP but declines acceptance
Industry Type:
Pricing Information for Amex PS (TPSP)
Tierd Rate Per Item Enhanced ICPlus Rate Kr Item
Qualified %$Qualified %S
Mid Qualified %$Mid Qualified %$
Non Qualified %%Non Quaufieo %$
Interchange Plus %i
USA-GOV-ELV-1018
Point of Sale (Equipment or Software) i
Network. □ Elavon □ Other 1 [_| A Third Party iNTEGFtATOR will BE USED FOR IMPLEMENTATION'
VAR Service Provider (Hosted):1 VAR (Distributed): Vendor: Product- Version-
Qty POS Description Item
Code
no TYPE
0mm CMl'
Terminal
ENCRYPT OniiA
Reprog
Fee
Per unit
Purchasf/Sftip
Price
Per Unit
Lf<
Term
Monthly
kSE**
Monthly
Rate
Son
Annual Fee
Per Unit
WARE/WlRELI
Monthly
FEE
ss
PerAltth
fee
□□$$$$$$
□□$$$$$$
□□$$$$s s
□u $$s $$$
n u $$$s $$
□u $$s $$$
Etmfon Mtfn&v hav9 no roipontjtdity fv antf $r,9t 'jsk io Irsbility to Con^pary )n nnnectan witti any har<fwara > sofSrva 0/ any ratataC COfnpany uo^ a Of act a^raatnent (tneJuding any aafa watranty or eod-owf Acense
ADDmoNAL POS Services:
Description Setup fee Annual Fee Monthly Fee
$$$$
$$$$
I Retail (Auto Close Default)
□ Restaurant (Quick Close OEFAtA-T)
□ Cato Not Present (Auto Close Default)
H Quick Close
Tip Function (Default)
□ Quick Close
□ Store AND FoRWAfio □ No Signature □ Contactless No Signature)
Q F Q Tine Dining ab Function
□ Lodging {Quick Close Default) □ Quick Stay
Custom Prompts: O Terminal Auto Close {Rtl, MOTO) Time Zone□ NO Tip (Rest) □ NO SERVER PROMPT (Rest) □ Clerk Prompt (Rtl)□ Cash Back Pin Debft (Rtl): $
Q Tip Function Waiter (Rtl)
Communication Method (IP Default): □ Dial | Training (Default g Training required): □ No Training I PHOf« Information: Access#.
!»•«) D Custom Footer:
O Tip Function Cashier (Rtl)
^ I understand that I am entenng into a -month commercial equipment lease for credit-card processing equipment I understand this is a NON-CANCELLABLEcommercial equipment lease and that I will be required to make monthly payments of $ under mis lease for the entire -month term, regardless of anyrepresentations made by the Sales Representative. Under a -monm term with a monthly payments of $ , I understand the approximate total cost
of the equipment lease to be S I also realize that I will have to pay applicable sales tax every month and, If I do not provide evidence of insurance, I will be charged anadditional $4.95morithly to cover equipment. I understand the equipment lease may be more expensive than purchasing the same equipment outnght, and that I have had anopportunity to research the cost to purchase the same equipment outright. As an altemative to a lease. I understand I may purchase the equipment outright at the time of the leaseapplication for the amount of $ Finally, I understand that I will be personally responsible for making payments under this lease and that any failure to pay all amounts when
due may result in additional charges, potential damage to my credit rating, and/or legal action against me to collecl both past and future payments owed under the lease. The end
if lease residual value is $ plus taxes if applicable.
^mpany nereby aulhonzes Eiavon, through its Ladco Leasing division (■Lessor'), to automatically withdraw Company s monihly lease payments and any amounts, Including any and all taxes or ottier charges,wed in accordance with the lease, as apfXicSile. by initiating debit entnes to Company's account at the fi narwal insbiution ("Bank") indicated fiereon or such other finanaai insbtulion used by Company fromlime to lime. A lease payment (whether paid by debit or other means) that is not nonoted oy Bank for any reason will be sutifect to a returrted item service fee imposed by Lessor Upon compleiion of the lease
term, this authonzation shall lemain m effect until Lessor has received wntten notice from Company of its terrmnabon
>Bank Name:►aba/Routing FDDA Account#:
ELECTKONfC Check Service
►ANNUAL check volume. $►Average check amount: $►Maximum check amount: $►ECS Monthly Minimum: $
ECS - Paper Check Conversion
PROCESSIFKS OPTtONS:
□ POP (PCS image)
□ arc (PCS Image)
□ boc
□ Conversion with Guarantee Guarantee Rate:% Per Transaction: $
□ Conversion w/Verification Qr
□ Conversion Only
Per Transaction: $
Collections
Per Return Transaction: $O
ACH Check > Check NOT Present (CNP)
Processing Options:
□ Concurrent Enrollment (includes: WEB, TEL, PPD and CCD)« XNP
Individual Enrollment - choose one (one per MID)
□ WEB-Internet Initiated □ PPD-Prearranged Payment
□ TEL/IVR-Telephone Initiated □ CCD - Corporate to Corporate
Converge setups wiu. be Concurrently enrolled in all product types = XNP
□ ACN-ECHECKWlTHVERIFICATtON Per Transaction: $0
Per Return TRANSAcnoN: $
□ ACH-Echeck Conversion Only
Per Transaction: $
Per Return Transaction: $
Other ECS Check Conversion Service Requests
□ Prompts for Driver's License (If not
selected, information must be obtained
on check for Guarantee Service)
□ Enquire Reporting Access: #ofUsers: @$29,95 each Per
□ NSF Service Fee Processing @ $2 per NSF item. Not applicable for Guarwjtee Service
NSF Service Fee Amount: □ Max Allowed or □ Specified Service Fee Amount $;
ACH Echeck nsf Service Fee Amount: □ S15 (default) or □ Specired Service Fee Amount $_
Specify NSF resubmission attempts: Do or Qi (2 is the default)
_ (State Max is default)
ACH - Echeck Ques'honnaire
1. What tvpes of payments will you accept using ACH-Ecmeck (e.g., utiltty bill payments, mont«.y rent payments, monthly billing for general s^vices)?
2. Will you obtain authorization from your OJSTOMERS prior to ACCeniNG an ACH entry in accordance with the ECS OPERATING GUIDE (E.G.. orally via telephone for teUivr, or in wrhing
FOR PPO)?
□ Yes □ No
I. Will you verify and authenticate THE IMNhTY OF YOUR CUSTOMERS IN ACCORDANCE WITH the ECS OPERATING GUIDE PRIOR TO INITIATING ACH ENTRIES FOR THOSE CUSTOMERS (E.G., BYOBTAJMNGA
CUSTOMER'SNAME, ADDFtESS AND TELEPHONE NUMBER OR USING A database TO VERIFY the ACCURACY OF THE INFORMATION PROVIDED BY CUSTOWR)? □ YES □ NO
n. Wia YOU OFFER ACH-ECHECK TO EXJSTING OR NEW CUSTOMERS? □ EXISTING □ NEW
5. Will you maintain and disclose to your customers procedures for CANCELUNG an AUTHORIZATION? □ Yes □ No
6. WLL YOU ensure that INFOFMATION REGAFtOiNG EACH TRANSACTION AUTHORIZATION ENTERED BY A CUSTOMER AND/OR YOUR SERVICE REPRESENTAHVE IS ACCURATE AND NOT A DUPUCA^ TRANSACTION?
□ Yes □ No
USA-GOV-ELV-1018
nwronMiv OR DMCPwithOCM k Monthly Fee $ FSEtUpFeeS ►# USERS ►Set Up Type (CHECK ONE) □MID □ CRN
□ ACS ►MonthuyFee$ ►SetUpFee$►Remote ID
ftTHFR VAS 1
nCC Conversion Rate; %nr.C Rebate; %
□ Dynamic Currency Conversion (DCC).Annual DCC Reqistration Fee: $DCC Exchange Rate Source; US Bank
Convenience Fee and Government/Public Institution Service Fees (GPISF)
Convenience Fee Services Programs
Convenience Fee Funchno Model (check one):
□ Company Managed Convenience Fee'
□ Elavon Managed Convenience Fee'
Payment Transaction Types
□ Credit (check au that apply):
□ Visa □MasterCard □ Discover □ American Express PS
□ Signature Debit (check nx that apply):
□ Visa □ MasterCard □ Discover
□ pin-Based Debit
□ ACH (VIA Electronic Check Services)
Elavon Product Suppmting Eiavon-Managed CoNVENiENce Fee Assessment to be Used
BY Company (check all that apply):
□ Company Prowhetary Solution or Service Phowoer
□ Other:
Convenience Fee Pmcino:
Convenience Flat Fee Amount: %
{^HVENi»4CE Fee %: (MasterCard. Discover & ACH Programs only)
Implementation Fee (if appucasle): (
(CHECK ALLTHftT APPLY. BUT ONLY (F COMPANY ELECTS GPISF ASSESSMENTS:
□ Company-Managed Service Fes'
□ Company-Managed WITH Elavon PCS DEvices/SEHvicE Fee Terminals*
□ Elavon-Managed Service Fee^
Card Acceptance (check all that apply):
□ Point of Sale D Internet
□ IVR □ Other:
GPISF SERvices Programs (check all that apply, but only if Company pi fcts GPfSF assessments:
□ MasterCard Government and Education Payment Program
□ Visa Government and Education Payment Program
□ American Express Government and Education Payment Program
□ Discover Government and Education Payment Program
Transaction Types:
□ Federal Income Tax
□ Government Fees
□ State Income Tax
□ Real Estate Property Tax
□ Business Tax
□ Other Tax
□ TumoN
□ Other Educahon Expenses
Payment Types for GPISF Assessment Inot all payment types are ax»PORTEO for all
programsVcmeck all that apply, but only if Company elects GPISF assessment):
□ 0»EDIT-(CHECKWX THAT APPLY):
□ Visa- Eligible MCCs: 8211.8220.8244,8249,9211,9222,9311.9399
□ MasterCard - Eugible MCCs: 8211.8220,8299,9211,9222,9223,9311,9399,9402
□ Discover (available * Elavon-acouired)
□ Amerjcw Express PS - Eligible MCCs: 8211.8220.8244,8249.9211.9311.9399,9222
□ Signature Debit - (check all that ppply)
□ Visa - Eugible MCCs: 0211,8220,8244,8249,9211.9222,9311.9399
□ MasterCard- Eugible MCCs: 8211,8220,8299,9211.9222,9223.9311,9399,9402
□ Discover (available if Elavon-acouired)
□ ACH (via Eiectronic Check Services)
Elavon Product Supporting GPISF Assessment to be Used by Coijany (check all that apply):
□ Service Fee terminal
□ Company Proprietary Solution or Service Provider
□ Safe-T Services (AOUTtOMM. enroument form reoureo;
□ Other:
GPISF PreciNo:
Credit Card Service Fee; % or $
Signature Destt Service Fee: % or $
ACH (VIA Electronic Check Services): S
Implemntation Fee (if appucable): $
' 'Company-Managed' Convenience Fee means that Company establishes the amount of the Convenience Fee (suk^ect to the requirements of the Agreement and
applicable Payment Network Regulations) and retains the Convenience Fee. Company pays Elavon ttie per transaction fees as set forth in this application to the
Agreement for all Convenience Fee Transactions.
''Elavon- Managed' Convenience Fee means that Elavon establishes the amount of the Convenience Fee and retains the Convenience Fee in lieu of Company's
obligation to pay Elavon the per transaction fees as set forth in 8ils application to the Agreement for Convenience Fee Transactions. The Convenience Fee is still charged
by Company and included in the overall transaction amount charged to the Cardholder.
' "Company-Managed" Service Fee means that Company estatilishes the amount of the GPISF, programs its POS Devices to assess the GPISF, and retains the GPISF
(subject to the requirements of the Agreement and applicable Payment Network Regulations). Company pays Elavon the per transaction fees as set fortii in this
api^ication for all GPISF Transactions.
*'Company-Managed with Elavon POS Devices/Service Fee Terminals' means that Elavon programs the POS Devices to assess the GPISF established by Company and
Company retains the GPiSF Company pays Elavon the per tiansaction fees as set forth in this application to the Agreement for all GPISF Transactions.
'"Elavon-Managed" Service Fee means that Elavon establishes the amount of the GPiSF, and Elavon charges and retains the GPISF in lieu of Company's obligation to
pay Elavon the per transaction fees and Safe-T Services fees (if Safe-T is chosen above) for GPiSF Transactions.
USA-GOV-ELV-1018
Substitute Form w-9
D Government
□ Non-Profit Charitable or Social (include documents that support Tax Exempt Status)
□ Other
♦ Legal Business Name*
♦ Legal Business Address (NO PO BOX):>TIN (Employer ID#):
1 ♦City ♦ State:1 eZlPCODE:no —
►TIN (Social Security #):
Company Repres^tatons ^Certifications By signing Pelow, the applicant company ("Company-) and its rBpre8enlatjve(s) represent and wairant to Elavon Inc CBavon- or -memDef as
i' Highway, Knornlle TN 37920 (collecLvely. -we' or "us") that (i) all informatton provided m this «>mpany application (•ComUny^pL^^"^ andfinancial condition of Company, and (ii) the persons siyiirtg this Company Application are duty authonzed to tund Company to all provisions of thisCompany Application and the Agreement The signature by an authonzed representative of Convany on the Company Application, or the transmission of a Transaction Receipt or other evidence of aCompany s acceptance of and agreement to the terms and conditions contained in the Agreement including, without limitation, this Company Application the Terms of Service( TOS ). the Addendum to the Tenro of Service for Govemmentflnstitutional Companies attached hereto, and the Operatir^ Guide incorporated herein by this reference and located at our website atnttps mer^yiponneci cofrvi;wRWeo/paffTQ5 ENG pdf and nttps /Avww merchaniconnect com/CWRWeb/DqfrQPERATiNG GLiiDE Eno odt respectn^iy If you are accepting electronic oavmanlstf^h Trans^ Pay yw dso agrw to the Terms and Conditions set out under the Resources tab at www elavon corrVbansendDav and as subsequently amended m the Operatin^Guide in thrTransend^y S^t^ Company does not have access to view the TOS or C^>eraang Guide at our website please contact our customer service center Notwithstanding any such norvrecelDi of the TOS orGuide Company agrws to conviy with the Agreement, and all ^(Xicable laws, rules, and regulations including the rules and regiJations of the Payment Networks, and understands that failure tocomply will resutl in termination of processing services Capitalized terms shall, unless otherwise defined in this Company Application, have the same meaning ascribed to them m the TOS and Operating Gisde
an Authon^on Code via electronic termna or simlar device before completing any transaction Company understands that an ALTTHORIZATION CODE IS NOT A GUARANTEE OFACCEPTANCE OR PAYMENT OF A TRANSACTION. RECEIPT OF AN AUTHORIZATION CODE DOES NOT MEAN THAT COMPANY WILL NOT RECEIVE A CHARGEBACK FOR THAT TRANSACTION
Company and its r^resentative(s) authorize us {Xior to our acceptance of this Company Appilcation and from time to time thereafter, to mvesngate the business Nstory and backyouvJ of Comoanv and toobtain credit reports or other back^eund irtvesiigation reports on Company that we consider necessary to review the acceptance and ccnttnuation of this Company Application Corrmany also authonzes anv
person or credit reporting agency to compile information to answer tfwse creiSi inquines and to tumish thai irtfofTTiaiion to us r y
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fi ght the funding of terrorism and money laundering activifies Federal law requires all
yST*^^ <0 oWa". venfy. and record information that identifies each person who opens an account This means we will ask for certain inforrrBtion and identitying documents to allow us to identity
Tins Company Application may be signed m one or more counterparts, each of which shall constitute an ongnal and all of which, taken together, shall constitute one and the same CompanyApphcatton Delivery of executed counterparts of this Company Appiicatior may be accomplished by a facsinvie transmission, and a signed facsimile or copy of this Company Application shs^i constitute a
Signed ongna
All companies must comply with the requirements of the Payment Card Industry Data Secunty Standards CPCI DSS") Elavon requires Level 4 convanies (determined based on Transaction voluine) to validatePCI DSS compliance on an annual basis, with intial validation to occur no later than ninety (90) days after account approval Any company that has not validated PCI DSS corr^iance within ninety (90) days ofaccount approval, or in sttf-sequeni years on or before the anniversary date of account approval, will be chwged a monthly non-conpliance fee of S69 99 until Elavon is prodded with vaiidaowi of PCi DSScompliance Company may be digWe for Data Breach Financial Assistance Coverage folfowing account ap^val and PCl DSS corrpliance validatiCKi See the TC I Conriliahce Program Overview tor
assistance details and conditions
Amencan Express Acceptance Program (Acceptance Prooraml if Company has elected to accept Amencan Express® Transactions (as indicated in the Card Acceptance section of this Company Appilcation)in adctition to all other terms of this Agreement Company agrees to the Acceptance Program terms of the TOS By signing below or by accepting a Transaction initiated with an Amencan Eiqiress® Payment '"device. Company expressly authonzes Elavon to submit Amencan Express® Transactions to, and to receive settlemeni funds from, Amencan Express on Company's behatf Corrpany further authonzes Elavon0 provide Company's contact information to Amencan Express, and Con^ny agrees that Amencan Express may use and share such contact information for its business purposes and as permitted byipplicable Laws, including to communicate with Company regarding products, services, and resources available to Company's business. Amencan Express's use of the email address and mobile phone numberMPvided above is subject to Ifie consent to such use as Indicated In Section 1 ot this Company Application Consent to Amencan Express's use of contact information for such commumcasons may bewithdrawn at any time by contacting oix customer service center Even if consent is withdrawn. Corr^ny may still receive messages related to import^it information about Compwiy's account from AmencanExpress Company or Elavon may termmaie Company's acceptance of Amencan Express® Payment Devices at any nme. with or without cause, without affeaing Company s nghts and obligations pursuant tothe remainder of this Agreement Company acknowledges that, if at any time Company Is no longer qualified to partapate m the Acceptance Pnjgram. Company may be enrolled m the standard AmencanExpress® card acceptance program, which may have different terms and conditions than the Acceptance Program, and Company's acceptance of Amencan Express® Payrr»ni Devices pursuant to thisAgreement will be termlnaied Company acknowfedges that Amencan Express is an intended third-party beneficiary of this Agreement, solely with re spect to the terms and cooditons ^icable to Company's
acceptance of Amencan Express® Payment Devices, and that Amencan Express has the nghi to enforce such terms and conditions directly aganst Company
♦ Signature: X ♦ Printed Name:♦ Title:♦ Date:
Signature: X i Printed Name:Title:Date:
SUbMil (bU BY (Internal use Unly) 1
To the best of my knowledge. I certify tl"ial the information provided in this Company Application was provided by the Company and is true, complete and accurate I further certify that the signatures were 11 provided by the Company's authonzed representative. |
Sales Rep SiGN.ATUiu:: X ♦ Printed Name:♦ Rep id *:♦ Date:
♦ Rep Phone #:♦ Rep Email: 'USA-GOV-ELV-1018
USA-GOV-ELV.1018
ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENT/INSTITUTIONAL COMPANIES
The following provisions hereby replace the like-numbered provisions of the Terms of Service ("TOS") or are hereby inserted
or deleted from the TOS, as indicated, for Companies operating under the Agreement. Capitalized terms used and not
otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement or the Operating Guide.
1) Section 4.1 Security Interests is deleted.
2) Section 5.2(a) is revised to add the following:
"(iv) Company may terminate the Agreement on 60 days' prior written notice to Elavon if sufficient legislative
appropriation is not available."
3) Section 5.2(b) is deleted and replaced with the following:
"By Elavon. Elavon may terminate the Agreement immediately in writing if any of the following occur:
(i) A material adverse change in Company's financial condition;
(ii) The commencement of a Bankruptcy Proceeding by or against Company;
(iii) Any representation by Company is false or misleading in any material respect as of the date made, or becomes
false or misleading in any material respect at any time during the Term;
(iv) Any Payment Network or application of Payment Network Regulations requires Elavon to terminate the
Agreement or cease processing Transactions for Company;
(v) Assignment of the Agreement or change of control of Company without Elavon's written consent;
(vi) The levy, garnishment or attachment of the DDA, the Reserve Account, or any of Company's property in
Elavon's possession;
(vii)Any change, not approved by Elavon, that constitutes a material change in the types of goods or services
Company sells or in the methods by which Company sells them, or any change that results in Company's
violation of Elavon's underwriting policy; or
(viii) If, after Elavon provides 30 days' written notice, Company has either (1) Chargebacks or Retrieval Requests in
excess of 1% of the gross dollar amount of Company's Transactions or returns in excess of 2.5% of the gross
dollar amount of Company's Transactions, or (2) the acceptance of Card Not Present or Convenience Fee
Transactions without proper disclosure to Elavon in the Agreement (including in the Company Application) or an
amendment to the Agreement.
4) Section lO.lAudit is revised to read as follows:
"Audit. If Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to
Company's actions or omissions, Company authorizes Elavon and its agents to perform an audit or inspection of
Company's operations and records to confirm Company's compliance with the Agreement upon reasonable advance
notice, during normal business hours, and at Elavon's expense (unless Elavon reasonably determines based on such audit
that Company is not in compliance with the Agreement, in which case Company will bear the cost). Company will obtain
and submit a copy of an audit from a third party acceptable to Elavon of the financial, physical security, information
security, and operational facets of Company's business at its expense when requested by Elavon. Further, Company
acknowledges and agrees that the Payment Networks have the right to audit Company's business to confirm compliance
with the Payment Network Regulations. Company will maintain complete and accurate records of its performance under
the Agreement. Company will execute and deliver to Elavon all documents Elavon reasonably deems necessary to verify
Company's compliance with Section 8.1."
5) Section 10.2(b) Financial Information is revised as follows:
"Financial Information. At Elavon's request, Company will provide Elavon audited financial statements prepared by an
independent certified public accountant selected by Company, or if Company is audited by a governmental authority, then
Company will provide financial statements from such governmental authority. Within 120 days after the end of each fiscal
year (or in the case of a government entity, when available), Company will furnish Elavon, as requested, a financial
statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided
above. Company will also provide Elavon such interim financial statements and other information as Elavon may request
from time to time."
6) Section 13 Indemnification is deleted and replaced with the following four sections:
"13(a). Company Responsibilities. As between Company and Elavon, Company will be responsible for, and at its own
expense, defend itself against any suits, claims, losses, demands or damages arising out of (i) any sale or provision of
goods or services resulting in a Transaction processed under the Agreement; (ii) Company's breach of the Agreement; (iii)
all use of any user ID and password other than by Elavon or Elavon's third-party contractors; (iv) Company's or its
Service Providers' gross negligence or willful misconduct; (v) Company's or its Service Providers' violation of Laws or
6 USA-GOV-ELV-1018
Payment Network Regulations; or (vi) any personal injury or real or tangible personal prdperty damage to the extent
caused by Company or its Service Providers. Company will not make any claims against Elavon for any liabilities, claims
losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits
claims, losses, demands or damages. '
13(b). Elavon Responsibilities. In addition to Elavon's obligations in Section 13(c), Elavon will be responsible for and
will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (i) Elavon's
breach of the Agreement; (ii) Elavon's or its third party contractors' gross negligence or willful misconduct; (iii) Elavon's
or Its third party contractors' violation of applicable Laws or Payment Network Regulations; (iv) Elavon's alleged
infringement or other violation of a U.S. or Canada patent, copyright or trademark of a third party by the Services in the
form delivered or Company's use thereof; or (v) any personal injury or real or tangible personal property damage to the
extent caused by Elavon or its third party contractors.
13(c). Infringement Claims.
(i) Elavon will defend Company and its employees, officers, and agents in connection with claims, actions, demands or
proceedings (made or threatened) brought by a third party, and will pay the final award of damages assessed against
Company, its employees, officers or agents in a final judgment by a court of competent jurisdiction, including
awarded costs, or any amount in settlement or compromise authorized by Elavon in writing, arising out of Elavon's
alleged infringement or other violation of a U.S. or Canada patent, copyright or trademark of a third party by the
Services (but not Equipment) in the form delivered or Company's use thereof (an "Infnngement Claim"L
(ii) If any part of the Services or the use of the Services becomes, or in Elavon's opinion is likely to become, the subject
of an Infringement Claim, and as a result of such Infnngement Claim Company's use of the Services may be
enjoined or interfered with, then Elavon will, at its option and expense, either, and in addition to defending
Company and paying the final amount of damages as provided for in this section, (1) obtain a license for Company
to continue using the alleged infringing component(s) of the Services; (2) modify the alleged infringing
component(s) of the Services to avoid the infnngement in a manner that still permits the Services to perform in all
material respects in accordance with the Agreement; or (3) replace the alleged infringing component(s) of the
Services with compatible, functionally equivalent, and non-infringing component(s). Elavon will use commercially
reasonable efforts to accomplish the remedies identified in this section in a manner that minimizes the disruption to
Company's business operations. If Elavon is not able to accomplish the above remedies within a commercially
reasonable time frame and on commercially reasonable terms, Elavon may terminate the Agreement upon written
notice to Company. Upon such termination, Elavon will promptly refund any fees paid for Services not performed
as of the date of termination.
(iii) Elavon will have no liability for any Infringement Claim to the extent caused by (I) access to or use of the Services
other than as specified under the Agreement and the related Documentation, (2) combination or use of the Services
with non-Elavon products or services (whether or not provided to Company by Elavon), (3) any hardware, devices,
software, services or other resources not provided by Elavon, (4) failure or refusal by Company to install,
implement or use any Update or correction provided by Elavon, (5) modification or alteration of the Services by
anyone other than Elavon without Elavon's prior written consent, (6) Company's goods or services, or (7) the
negligence, gross negligence or willful misconduct of, or breach of the Agreement by, Company.
(iv) THIS SECTION 13fc) SETS FORTH THE EXCLUSIVE REMEDY OF COMPANY AND THE SOLE AND
COMPLETE LIABILITY OF ELAVON WITH RESPECT TO ANY INFRINGEMENT CLAIMS.
13(d). Procedure.
(i) If an Infringement Claim is subject to Elavon's obligations in Section 13(c) of the Agreement, Company will:
(1) Provide Elavon prompt notice of the Infringement Claim (provided that any delay in notification will not relieve
Elavon of its obligations under this Section nCdl except to the extent that the delay materially impairs its ability
to fully defend the Infringement Claim);
(2) Subject to Section 13(d)(in. give Elavon the right to exercise exclusive control over the preparation and defense
of the Infringement Claim, including appeals, negotiations and any settlement or compromise thereof, provided
that Elavon will notify Company in writing of its election regarding the assumption of control of the preparation
and defense of such Infringement Claim within 15 days following receipt of Company's written notice of such
Infringement Claim, but, in any event, no later than 10 days before the date on which any written response to a
complaint, summons, or other legal filing is due; and
(3) Provide such assistance in connection with the defense and settlement of the Infringement Claim as Elavon may
reasonably request, at Elavon's expense. Elavon will not enter into any settlement that imposes any liability or
obligation on Company, or contains any admission or acknowledgement of wrongdoing (whether in tort or
otherwise), without Company's prior written consent.
(ii) Company may join in the defense, with its own counsel, at its own expense."
7) Section 16 Personal Guaranty is deleted.
8) Section 18.2 Jurisdiction and Venue; Governing Law is deleted.
7 USA-GOV-ELV-1018
9) Section 18.3 Exclusivity is deleted.
10) Section 18.5 Assignability is revised as follows:
"Assignability. Company will not assign the Agreement, directly, by operation of law, or by change of control of
Company, without Elavon's prior written consent. If Company nevertheless assigns the Agreement without Elavon's
consent, the Agreement will be binding on both the assignee and Company. Elavon will not transfer or assign the
Agreement without the prior written consent of Company, provided that such consent will not be required for (i) the
assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which
Elavon will merge or consolidate, or who may acquire substantially all of Elavon's stock or assets."
11) Section 18.6Arbitration is deleted.
12) Section 18.9 Attorney's Fees and Expenses is deleted.
13) Section 18.12 Amendments is revised as follows:
"Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement will be in writing and
signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement, to the
extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon
written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other
written notice, and such change will become effective at least 30 days after the issuance of the notice. Notwithstanding the
previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company, unless a later
effective date is provided. Further, Elavon is entitled to pass through to Company any fee increases imposed upon Elavon
by Visa, MasterCard, Discover Network, any other Payment Network, and any other third party including
telecommunications vendors."
14) Schedule A, Section 1.8 Title; Quiet Enjoyment is replaced as follows:
"Title; Quiet Enjoyment. Lessor will at all times retain title to the Leased Equipment. All documents of title and
evidence of delivery will be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee's expense, to cause the lease
or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment
including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and
grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or instrument
requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or
taxes arising fi-om the filing or recording of any such instrument or statement. Lessee will at its expense, protect and
defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free
from legal process or encumbrance whatsoever and, will give Lessor immediate notice thereof and will be responsible for
any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord's or mortgagees' waiver
or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder. Lessee will
quietly use and enjoy the Leased Equipment subject to the terms hereof."
15) Schedule A, Section 1.10 Net Lease; Taxes is replaced as follows:
"Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any
applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees,
assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment
during the term of the lease. Lessee will pay all applicable taxes (except Lessor's federal or state net income taxes) which
may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased
Equipment. Lessee will pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf
of Lessee. Lessee agrees that the reimbursement of equipment tax calculation is based on an average tax rate. Unless
otherwise agreed to in writing. Lessee will file personal equipment tax returns with respect to the Leased Equipment."
16) Schedule A, Section 1.11 Indemnity is replaced as follows:
"Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend
itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation,
control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided will
continue in frill force and effect notwithstanding the termination of the lease."
17) Schedule A, Section 1.16 Remedies is replaced as follows:
"Remedies. If an Event of Default will occur. Lessor may, at its option, at any time (i) declare immediately due and
payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to
all accrued and unpaid rental payments and late charges, taxes, and other fees, plus the Loss Amount; provided, however,
that if an Event of Default will occur as described in Section 1.15(iv) through (vi) above. Lessor without any notice or
action will be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed;
(iii) to the extent permitted by applicable Law, without demand or legal process, enter into the premises where the Leased
Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking;
(iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise
any other remedies available under applicable Law. If Lessor takes possession of the Leased Equipment, Lessor will give
Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment afrer deduction of the
8 USA-GOV-ELV-1018
expenses of sale or rental and Lessee will remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the
extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that
Lessor and/or the licensor of such software will have no duty to remarket or otherwise mitigate any damages relating to
such software.
Lessee will also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor's
remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and
Lessee acknowledge the difficulty in establishing a value for the imexpired lease term and, owing to such difficulty, agree
that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or
penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and
may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy will not be
deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the
Lessor to exercise and no delay in exercising any right to remedy will operate as a waiver thereof or modify the terms of
the lease."
18) Schedule A, Section 1.19 Miscellaneous is replaced as follows:
"Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of
when due. Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of "the amount, past due (but at
least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount
defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation.
Amounts will be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the
remedies herein provided. If Lessee requests any services not provided for herein. Lessee agrees to pay an applicable fee
for delivery of such services. Lessee will inform Lessor of any change in Lessee's name, address, billing address,
telephone numbers, location of the Leased Equipment, or DDA. If Lessee fails to comply with any provision of the lease.
Lessor will have the right, but not be obligated, to affect such compliance on behalf of Lessee upon ten (10) days prior
written notice to Lessee. In such event, all monies expended by, and all expenses of Lessor in effecting such compliance,
will be deemed to be additional rental, and will be paid by Lessee at the time of the next monthly payment of rent. All
notices under the lease will be sufficient if given personally or mailed postage prepaid to the party intended at the
respective address set forth herein, or at such other address as said party may provide in writing from time to time. The
lease inures to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto.
Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting legal instrument, and
agree that no provision of the lease that may be deemed unenforceable will in any way invalidate any other provision or
provisions of the lease, all of which will remain in frill force and effect. The lease will be binding when accepted in writing
by Lessor and will be governed by the laws of the state where the Leased Equipment is located."
19) Schedule A, Section 1.20 Important Information about Credit Reporting is deleted.
20) Schedule A, Section 2.6 Title; Quiet Enjoyment is replaced as follows:
"Title; Quiet Enjoyment. Lessor will at all times retain title to the Leased Equipment. Lessor may at Lessee's expense,
cause the lease or any document, statement or other instrument in respect to the lease showing Lessor's interest in the
Leased Equipment, including without limitation Personal Property Security Act or Civil Code of Quebec financing
statements, to be filed, registered or recorded, or refiled, reregistered and rerecorded, as applicable. Lessee waives the
right, where permitted by law, to receive a copy of any financing statement, financing change statement or verification
statement. Lessee agrees to execute and deliver any document, statement or instrument requested by Lessor for such
purpose, and agrees to reimburse Lessor for any expense arising therefrom. Lessee will at Lessee's expense protect and
defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free
fixim legal process or encumbrance whatsoever, and will give Lessor immediate notice thereof and will be responsible for
any loss caused thereby. Lessee agrees to procure for and deliver to Lessor, such estoppel certificates, landlord's or
mortgagees' waiver or other similar documents as Lessor may request. Provided Lessee is not in default hereunder. Lessee
may quietly use and enjoy the Leased Equipment subject to the terms hereof."
21) Schedule A, Section 2.9 Indemnity is replaced as follows:
"Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend
itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation,
control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided will
continue in fiill force and effect notwithstanding the termination of the lease."
22) Schedule B, Section 1.5 Personal Guaranty is deleted.
23) Schedule B, Section 1.6 Jurisdiction and Venue; Governing Law is deleted.
24) Schedule B, Section 1.7 Arbitration is deleted.
25) Schedule C, Section 16 is hereby added:
"16. Effective March 1, 2020, (i) either Elavon or Company may terminate the ECS services portion of the Agreement at
any time upon thirty days' prior written notice to the other party, and (ii) Elavon may, at its option, transition Company to
a new program offered by Elavon that provides services similar to the ECS."
9 USA-GOV-ELV-1018
COPY
Tab X Financial Statements and Ratings
Provide the most recent audited financial statements or annual report for the bank (a reference to
electronic availability will suffice). Also include the bank's most current Standard and Poor's, Mood/s,
and/or Fitch credit ratings, where available. A current IDC rating should also be provided.
The Bank's Annual Financial Statements can also be downloaded here;
CREDIT RATINGS As of 9/30/2018
Lor^-Mm Short-tarm Long-tinn Short-tsnn
is$u«r issuer deposite deposits
MOOOY'S A3 P-1 Aa3 P-1
FTTCH A F1 A+F1
STANOARO A POOR'S A-2
CAPITAL RATIOS A8oraf30/2018
HER I RISK-BASED
CAPfTAL RATK)
TOTAL RISK-BASED
CAPITAL RATIO
TIER I
LEVERAGE RATIO
12.30% 13.25% 10.01%
BANKt^h-eWEST
BNP PARIBAS
¨ PAGE 57