HomeMy WebLinkAbout2023-02-16 Master Cash AgreementMASTER TREASURY MANAGEMENT SERVICES AGREEMENT
Last revised December 2022
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
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Contents Page
Master Treasury Management Agreement .......................................................................................................... 3
Article1 Definitions ............................................................................................................................................ 4
Article 2 ACH Origination Service ..................................................................................................................... 7
Article3 Account Reconciliation Reporting Service ....................................................................................... 13
Article 4 Positive Pay Service .......................................................................................................................... 14
Article 5 ACH Positive Pay Service .................................................................................................................. 16
Article 6 Lockbox Service ................................................................................................................................ 18
Article 7 Payroll Service ................................................................................................................................... 18
Article 8 Remote Deposit Capture ................................................................................................................... 18
Article 9 Digital Wire Transfer Service ............................................................................................................. 24
Article 10 Disclaimers by bank ........................................................................................................................... 30
Article 11 Warranty Limitations; Limitations on Bank’s Liability; Indemnity .................................................... 31
Article 12 Dispute Resolution ............................................................................................................................ 32
Article 13 Additional Provisions ........................................................................................................................ 33
Exhibit A………………………………………………………………………………………………………………………….38
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Master Treasury Management Agreement
This is the Master Treasury Management Agreement between you and Bank of Marin (“Bank,” “we,” “our” or “ours”), and,
together with any related Authorization Form, Fee Schedule and Exhibits (Collectively, this “Master Agreement”), sets forth
the terms and conditions governing the provision of Treasury Management Services to you or anyone authorized by you
(collectively, “Customer,” “you,” “your” or “yours”) and describes your and our respective rights, responsibilities and
obligations. By signing Exhibit A, you agree to the terms and conditions of this Master Treasury Management Agreement.
By completing and signing an Exhibit B, the Authorization for Treasury Management Services and/or using one or more
of the Services, Customer agrees to, and will be bound by, the terms, conditions and provisions in this Master
Agreement, including those for each Service which Customer has selected or uses
In addition to this Agreement, the BOM Deposit Agreement and Disclosure Statement (BOM Deposit Agreement), the
Digital Banking Agreement and the Bill Payment Terms and Conditions apply to account transactions performed using
Treasury Management Services. These Agreements may be amended from time to time. In addition, there is a separate
Cash Vault Service Agreement with describes you and our respective rights, responsibilities and obligations.
Bank, in its sole discretion, may not permit Customer to use the Service until Bank has determined that Customer has accepted
or executed the applicable documentation and otherwise provided appropriate information and specifications for the use of the
Service, and until Bank has had a reasonable opportunity to review the Authorization Form, Exhibits, and activate the Service. In
any event, Customer agrees that the use by Customer of any Service shall, without any further action or execution or
acceptance of any documentation on the part of Customer, constitute Customer’s acceptance of and agreement to Bank’s
terms and conditions for the use of such Service as may be in effect as of the time of such usage, whether set forth
in this Master Agreement or otherwise prescribed by Bank. In order to activate the Service, you must have at least one deposit
Account with us linked to the Service.
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Article 1 Definitions
The following terms and definitions apply when used in this Master Agreement.
1.1 “Account” or “Accounts” means one or more checking, savings, money market deposit or loan account that you have
with us.
1.2 “Account Access” means your ability to access account and transaction information on Accounts and transfer funds
between Accounts through the Internet.
1.3 “Account Agreement” means the agreement between you and us that governs the use of your Account including the
deposit account agreement, any funds availability agreement, electronic funds transfer agreement or disclosure, line
of credit agreement, and our schedule of fees and charges.
1.4 “Account Analysis” means a process by which an account is analyzed to determine the monthly service charge to
be assessed on your commercial account after all activity charges have been applied against any earnings credit for
average collected balances.
1.5 “ACH” means the automated clearing house, such as the Federal Reserve Bank, through which Bank initiates or
receives electronic debits and credits in connection with what are commonly known as ACH payments.
1.6 “Administrator” is the person you designate and authorize to create, maintain and control on your behalf subsequent
User identification codes, or “User IDs,” passwords and tokens, including assigning and revoking access privileges
for Users to use the Service (each, a “User”) and providing new and subsequent Security Devices to those Users.
1.7
1.8
“Authorization Form” means the Authorization for Treasury Management Services Authorization (Exhibit B).
“Authorized Account” means a Customer account identified on the Treasury Management Services
Authorization as it relates to a specific service under this Master Agreement.
1.9 “Browser Requirements” Your browser must meet the minimum requirements described in, Digital Banking Brower
Requirements on the Bank of Marin website.
1.10 “Business Day(s)” means every day except for Saturdays, Sundays and holidays.
1.10.1 Our Business Days begin at 9:00 a.m. Pacific and end at 6:00 p.m. Pacific. These and all other times
noted in this Master Agreement are Pacific Time. Some online transaction deadlines (sometimes called a
“cutoff time”) may vary from this definition. Transactions initiated on a day that is not a Business Day will be
processed by Bank on the next Business Day. All times noted in this Master Agreement are Pacific Time.
1.10.2 Our holidays are as follows:
1.10.2.1 New Year’s Day (January 1) or, if this day is Sunday, on the following Monday.
1.10.2.2 Martin Luther King’s Birthday (3rd Monday in January).
1.10.2.3 Presidents Day (3rd Monday in February).
1.10.2.4 Memorial Day (Last Monday in May).
1.10.2.5 Juneteenth (June 19)
1.10.2.6 Independence Day (July 4) or,
1.10.2.6.1 If this day is Saturday, Bank may close the preceding Friday
1.10.2.6.2 If this day is a Sunday, on the following Monday
1.10.2.7 Labor Day (1st Monday in September).
1.10.2.8 Columbus Day (2nd Monday in October).
1.10.2.9 Veterans Day (November 11) or, if this day is Sunday, on the following Monday.
1.10.2.10 Thanksgiving Day (4th Thursday in November).
1.10.2.11 Christmas Day (December 25) or, if this day is Sunday, on the following Monday.
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1.10.2.12 When there is system maintenance, the system will be down from 4am to 9am pacific, Monday
through Friday.
1.11 “Check” means a draft that is payable on demand, drawn on or payable through or at an office of a United States
Bank, whether negotiable or not, and payable or endorsed to Customer, and includes Original Checks and Substitute
Checks. Such term does not include Non-cash Items or items payable in a medium other than United States money.
[Note: Bank’s processing of items that do not meet this definition will not constitute a waiver by Bank or obligate it to
process nonconforming items in the future. Bank may discontinue processing of nonconforming items at any time,
without cause or prior notice.]
1.12 “Deposit Account Agreement and Disclosure Statement” or “Deposit Agreement” means the agreement between
you and us that governs the use of your Account including the deposit account agreement, checking and saving
plan disclosure, any funds availability agreement, electronic funds transfer agreement or disclosure, line of credit
agreement, our schedule of fees and charges, and related documents.
1.13 “Earnings Credit” means a rate as determined by Bank that is applied to the average collected balance in the
accounts for the statement cycle to help offset Bank fees.
1.14 “Effective Entry Date” or “Settlement Date” means a Business Day on which an ACH transfer is to post to the
account(s).
1.15 “Electronic” means electrical, digital, magnetic, wireless, optical or electromagnetic technology, or any other
technology that entails similar capabilities.
1.16 “Fee Schedule” means Bank’s Schedule of Fees and Charges and the Digital Banking and Treasury
Management Services Schedule of Fees.
1.17 “Funds Transfer” or “Transfer” means a transfer of funds, initiated through Digital Banking Service, from one eligible
account to another.
1.18 “NACHA” means the National Automated Clearinghouse Association, the coordinator of the ACH network.
1.19 “Non-cash Item” means an item that would otherwise be a Check, except that: (i) a passbook, certificate or other
document is attached; (ii) it is accompanied by special instructions, such as a request for special advice of payment
or return; (iii) it consists of more than a single thickness of paper, except a Check that qualifies for handling by
automated check processing equipment; or (iv) it has not been pre-printed or post-encoded in magnetic ink with the
routing number of the Payor Bank.
1.20 “Law” means any applicable federal or California statute, rule, regulation and guideline in effect at the time of a
transaction, including, without limitation:
1.20.1 The “California Uniform Commercial Code” means a set of California laws that provides legal rules and
regulations governing commercial or business dealings and transactions;
1.20.2 The sanctions laws administered by the federal Office of Foreign Assets Control (“OFAC”) (information
regarding OFAC Law is available through the use of the OFAC Compliance Hotline at 800-540-OFAC or
from the OFAC’s website, at www.ustreas.gov/ofac); and
1.20.3 The regulations, regulatory guidelines, guidances and official commentaries issued by the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Financial
Institutions Examination Council (“FFIEC”) or any other federal or state governmental authority.
1.21 “ODFI” means, with respect to an ACH transaction, an originating depository financial institution, as contemplated by
the Rules.
1.22 “Original Check” means the first paper Check issued with respect to a particular payment transaction.
1.23 “Password” means the confidential identification number or other code assigned to you by us or selected by you for
identification purposes in connection with the use of our Digital Banking Services.
1.24 “Payee” means any individual, financial institution, educational institution, Customer, merchant or other entity you
wish to pay using Digital Banking.
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1.25 “Payor Bank” means the United States Bank ordered in a Check to make payment to the payee(s) named on the
Check.
1.26 “Presented Check” means a check drawn on an Authorized Account and presented to Bank for payment.
1.27 “Principal” means individual with primary ownership or management control of a business.
1.28 “Program” means collectively the procedures, protocols, and software used by Bank and its licensors and contractors
in connection with the electronic processing of Checks, and includes without limitation the Software and the Services.
1.29 “Recipient” means your customers, the beneficiaries that will be receiving ACH Credits/Debits or Wire Transfer
Credits.
1.30 “Regulation CC” (Reg. CC) means 12 C.F.R., Part 229, as it may be amended from time to time.
1.31 “RDFI” means, with respect to an ACH transaction, a receiving depository financial institution, as contemplated by the
Rules.
1.32 “Rules” means the Operating Rules, Guidelines and Handbooks issued by NACHA, which Operating Rules,
Guidelines and Handbooks may be purchased from NACHA through its website: www.nacha.org, as well as the
operating rules, guidelines and handbooks issued by any other clearing house, such as the Electronic Check Clearing
House Organization (“ECCHO”), that may be used by Bank in connection with transactions performed under this
Master Agreement.
1.33 “Security Procedures” is defined in Article 9.2
1.34 “Service” means, as applicable, each and, collectively, all of the services covered by this Master Agreement and
those provided through Bank’s Digital Banking system.
1.35 “Settlement Date” or “Effective Entry Date” means a Business Day on which an ACH transfer is to post to the
account(s).
1.36 “Third Party Provider” means a business or entity other than the company or the provider or its affiliates or
subcontractors that provides products, software and/or services under a third party agreement.
1.37 “Third Party Sender” means a type of third party service provider that acts as an intermediary in transmitting entries
between an originator and an originating deposit financial institution (ODFI), and acts on behalf of an originator or
other Third Party Sender.
1.38 “User” (sometimes called an “Authorized User”) means a person authorized by an Administrator to use one or more of
the Services covered by this Master Agreement. The term “User” includes the Administrator.
1.39 Other definitions may be set forth elsewhere in this Master Agreement.
Bank’s Responsibilities
Bank agrees to use ordinary care in rendering Services under this Master Agreement and be bound by NACHA rules. You
recognize and agree that ordinary care does not mean error free. You agree to pay all attorneys’ fees, costs and expenses
Bank may incur in collecting any sums you owe to Bank for overdrafts, service charges or otherwise or in enforcing any rights
Bank may have under the terms of this Master Agreement or applicable law, rule or regulation applicable to your account(s)
or the Services rendered by Bank under this Master Agreement. You also agree to pay all attorneys’ fees, costs and expenses
that Bank may incur as the result of defending any claim or action made against Bank by you, or on your behalf where Bank
is found not to be liable for such claim. In no event will Bank be liable to you for attorneys’ fees incurred by you in any action
brought by you against Bank.
Prohibited Transactions
You agree not to use or attempt to use the Services:
•To make the Services available or allow use of the Services in a computer bureau service business or timesharing or to
disclose or allow use of the Service by or for the benefit of any third party.
•To permit any of the business Accounts associated with any Service to be used for personal, family or household
purposes
•ACH cannot be sent to a Cannabis related business
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•To engage in any illegal purpose or activity or to violate any applicable Law, contract or agreement by which you are
bound;
•In any Internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction;
•In any activity or business that would result in you being or becoming a “money service business,” as that term is defined
in the Bank Secrecy Actregulations (31 CFR § 1010.100(ff));or
•In any transaction or activity that is not specifically authorized and permitted by this Master Agreement.
Bank has no obligation to monitor your use of the Services for transactions and activity that is impermissible or prohibited
under the terms of this Master Agreement. However, Bank reserves the right to decline to execute any transaction or activity
that Bank believes violates the terms of this Master Agreement.
Pricing
Customer agrees to pay for the services described in the Master Treasury Management Agreement at the rates set
forth in the various fee schedules provided at the time of opening, which schedules may be modified by Bank from
time to time. Customer’s payment of such fees will be at the time and in the manner as set forth in this Master
Agreement. You authorize Bank to deduct all applicable Monthly Fees from any Account associated with the Service. If you close the
Account(s) associated with the Service, fees may be deducted from any other account you maintain with us.
In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government
agency in connection with the Service, this Master Agreement, and/or the software or equipment made available to you
(excluding any income tax payable by Bank).
Bank will charge Customer with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as
a result of non-compliance by Customer and Customer agrees to fully reimburse and/or indemnify Bank for such charges
or fines. The specific duties of Customer provided in the following paragraphs of this Master Agreement in no way limit the
foregoing undertaking. The duties of Customer set forth in the following paragraphs of this Master Agreement in no way limit
the requirement of complying with the Rules.
Settlement Reserve/Security Interest
Customer may be required to maintain a reserve (“Settlement Reserve”) of an amount to be solely determined by Bank
(“Reserve Balance”). Customer acknowledges and agrees that any Settlement Reserve will be deposited in a Bank account
for exclusive use by Bank for purposes of offsetting any of Customer’s obligations under this Master Agreement. Customer’s
obligation to maintain a Settlement Reserve will survive the termination of this Master Agreement, with such obligation lasting
until all of Customer’s obligations under this Master Agreement have been fully satisfied or offset.
Article 2 ACH Origination Service
If you subscribe to Bank’s ACH Service, you may initiate credit and/or debit Entries through Bank to accounts maintained
at Bank and in other depository financial institutions by means of the ACH, pursuant to the general terms of this Master
Agreement, the specific terms of this Agreement and all Rules, as the same may be amended from time to time.
Definitions
Terms used in this Article 2 and not otherwise defined in this Master Agreement will have the meaning ascribed to those terms
in the Rules.
2.1 ACH “Collection” is the ACH file type to use when you wish to debit your customer’s account and credit your Bank of
Marin account.
2.2 ACH “Payment” is the ACH file type to use when you wish to credit your customer’s account and debit your Bank of
Marin account.
2.2.1 “Entry” will have the meaning provided in the Rules and will also mean the data received from Customer
hereunder from which Bank initiates each Entry.
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2.2.2 “Entry Settlement Limit” means the maximum aggregate amount of In-Process Entries permitted to be
outstanding at any time, which amount will be separately communicated to Customer by Bank in writing
from time to time.
2.2.3 “In-Process Entries” means the aggregate dollar amount of all credit or debit Entries initiated by Customer
and in process on any date for which settlement has not occurred with respect to credit Entries, or the
applicable period for the return of items has not expired with respect to debit Entries.
2.2.4 “Overlimit Entry” means an Entry the amount of which would cause the aggregate amount of In-Process
Entries to exceed the Entry Settlement Limit.
2.2.5 “Pre-notification (Prenote)” means prior to the initiation of the first credit or debit entry to a
receiver’s account with an RDFI, an originator may originate a pre-notification entry to the RDFI.
2.2.6 “Same day ACH” means an Entry for which the Effective Entry Date is the same Banking Day as the date on
which the Entry is transmitted by the ODFI to its ACH Operator, and is transmitted by the ACH Operator’s
deadline for same-day processing and settlement.
2.2.7 “WEB debit transactions” means the originator must validate the account by using commercially
reasonable means to determine if the account is open and can accept ACH entries. The Originator is
NOT required to verify account ownership or that the recipient’s name matches the account’s name
2.3 Transmission of Entries by Customer
2.3.1 A User will transmit Entries to Bank in computer readable form in compliance with the formatting and other
requirements set forth in the NACHA file specifications or as otherwise specified by Bank.
2.3.2 Entries will be transmitted to Bank no later than the time and the number of days prior to the Effective
Entry Date specified in Treasury Management Service Authorization (Exhibit B). Entries received after
the cutoff time will be deemed to have been received on the next Business Day.
2.3.3 The total dollar amount of Entries transmitted by Customer to Bank on any one Business Day will not
exceed the lesser of the amount of collected funds in Customer’s account or the ACH Approved Limit set
forth in the Treasury Management Service Authorization (Exhibit B).
2.3.4 Entries may not be structured to evade any established dollar limits.
2.3.5 The following additional security measures are required to further assure that ACH transactions purporting
to be on Customer’s behalf are authorized by Customer:
2.3.5.1 Establish dual User controls for creation and transmission of all ACH related transactions.
2.3.5.2 Limit authorization for conducting ACH business on Customer’s behalf to those authorized
individuals requiring that function.
2.4 Customer Entry Limits. Customer agrees that Bank will establish processing limits of ACH debit and credit entries
based on criteria established by Bank which may change from time to time.
2.4.1 Changes made to Customer’s Entry Limits based on a periodic review by Bank do not require Customer’s
authorization. Customer will be notified in writing of any changes to Entry Limits.
2.5 Overlimit Entries. Customer agrees that Bank will not process an Overlimit Entry. Bank will suspend any Overlimit
Entry submitted by Customer and may, following its receipt of an Overlimit Entry, suspend all In-Process Entries.
Customer acknowledges that any Overlimit Entry or other In-Process Entries suspended by Bank will not settle on
their scheduled Settlement Date. If Customer wishes to initiate an Entry that would cause the amount of In-Process
Entries to exceed the Entry Settlement Limit, Customer may submit to Bank its request to initiate an Entry that
otherwise would be an Overlimit Entry. Customer must submit its request at least 2 Business Days prior to the date
on which Customer wishes to initiate the Entry that otherwise would be an Overlimit Entry. Bank may require from
Customer financial or other information in connection with Bank’s consideration of the request. Bank may grant or
deny Customer’s request at its sole discretion.
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2.6 Bank’s Reservation of Rights. In addition to the provisions in § 2.5 of this Agreement, Bank generally reserves
the right to limit the nature and amount of the preauthorized debit/credit Entries processed under this Master
Agreement or to refuse to process any debit/credit Entries under this Master Agreement if, in Bank’s sole judgment
(i) there is reasonable cause to believe that any Entry will be returned or will not settle in the ordinary course of the
transaction for any reason, (ii) to do otherwise would violate any limit set by the applicable clearing house association
or any governmental authority or agency to control payment system risk, or (iii) a preauthorized credit Entry or the
return of a preauthorized debit Entry would create an overdraft of Customer’s Accounts. If any of the foregoing actions
are taken by Bank with respect to a particular preauthorized debit/credit Entry, Bank will notify Customer as promptly
as practicable, but in no event later than 2 Business Days after its decision. Customer may not reinitiate entries except
as prescribed by the Rules.
2.7 Credit and Debit Entries; Records Retention. Customer will obtain an authorization (“Authorization Agreement”) as
required by the Rules from the person or entity whose account will be debited or credited as the result of a debit
or credit Entry initiated by Customer and Customer will retain the Authorization Agreement in original form while it
is in effect and the original or a copy of each authorization for two (2) years after termination or revocation of such
authorization as stated in the Rules. Upon request, Customer will furnish the original or a copy of the authorization to
any affected Participating Depository Bank, as defined in the Rules.
2.8 The following table shows the proper SEC Codes to use depending on how you obtained the authorization to debit/
credit an individual or Customer’s account:
Note: All Standard Entry Class (SEC) codes require an Authorization Method of either a document signed by
individual or similarly authentication.
2.9 All transactions to or from a business account must be CCD.
2.10 Processing, Transmittal, and Settlement by Bank. Except as otherwise provided for this Master Agreement and if
Bank elects to accept Entries, Bank shall:
2.10.1 Use commercially reasonable efforts to comply with the instructions of Customer
2.10.2 Process Entries received from Customer to conform to the file specifications set forth in the Rules.
2.10.3 Transmit such Entries as an ODFI to the ACH processor selected by Bank by the deposit deadline of the
ACH processor, provided:
2.10.3.1 Such Entries are completely received by Bank’s cutoff time at the location specified by Bank to
Customer from time to time;
2.10.3.2 The Effective Entry Date satisfies the criteria provided by Bank to Customer.
2.10.3.3 The ACH processor is open for business on such Business Day.
2.10.4 Settle for such Entries as provided in the Rules.
2.10.5 In the case of a credit Entry received for credit to an account with Bank (“On-Us Entry”), credit the
Receiver’s account in the amount of such credit Entry on the Effective Entry Date contained in such credit
Entry provided such credit Entry is received by Bank at the time and in the form prescribed by Bank.
2.11 Settlement of Credit Entries and Returned Debit Entries. Customer agrees to settle on the Settlement Date
for all credit Entries, including On-Us Entries, initiated through the Service and purporting to be authorized by
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Customer issued by Customer. Customer will settle with Bank for the amount of each debit Entry returned by an
RDFI or dishonored by Bank. Settlement will be made by Customer to Bank in any manner specified by Bank.
Notwithstanding the foregoing, Bank is hereby authorized to charge Customer’s Account as settlement for credit
Entries issued by Customer or returned or dishonored debit Entries. If Bank requires pre-funding, Customer will
maintain sufficient collected funds in the Account designated for the Entry at the time the credit Entries are issued by
Customer. In the event such Account does not have collected funds sufficient on the Settlement Date to cover the
total amount of all Entries to be paid on such Settlement Date, Bank may take any of the following actions:
2.11.1 Refuse to process all Entries, in which event Bank will return the data relating to such credit Entries to
Customer, whereupon Bank will have no liability to Customer or to any third party as a result thereof; or
2.11.2 Process that portion of the credit Entries as Customer has sufficient available funds in the Authorized
Account to cover, in whatever order Bank in its sole discretion will elect to process, in which event Bank will
return the data relating to such credit Entries as are not processed to Customer, whereupon Bank will have
no liability to Customer or any third party as a result thereof; or
2.11.3 Process all credit Entries, in which event the total amount of the insufficiency advanced by Bank on behalf
of Customer will be immediately due and payable by Customer to Bank without any further demand from
Bank. Bank’s election to process such Entries in that fashion on any one or more occasions will not be
considered a waiver of Bank’s rights to refuse to do so at any other.
2.12 Pre-Funding. Bank reserves the right to require Customer to pre-fund an Account maintained at Bank prior to the
Settlement Date of the ACH file. Bank will determine whether pre-funding is required based on criteria established
from time to time by Bank. Bank will communicate directly to Customer if pre-funding is required and, if requested
by Customer, will provide Customer with an explanation of its pre-funding criteria. If it is determined that pre-funding
is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by
Customer (a) not later than 8:00 a.m. at least two (2) Business Days before each Settlement Date, and (b) prior to
initiating any Entries for which pre-funding is required.
2.13 Reserves. From time to time, Bank will evaluate Customer’s transaction activity for the purpose of establishing
averages for transaction frequency, amount, returns and adjustments. These evaluations will occur at least annually
and may occur more frequently at Bank’s discretion. In connection with these evaluations, Bank reserves the right
to require Customer to establish reserves with Bank calculated by Bank to cover Customer’s obligations to Bank
arising from ACH activities under this Master Agreement. Reserves may be expressed as a fixed dollar amount or as
a “rolling reserve” calculated based on “rolling” averages determined by Bank’s periodic evaluations. The amount of
reserves required by Bank, if any, will be communicated directly to Customer from time to time. Customer agrees to
establish reserves as required by Bank within 15 Business Days after receipt of a communication from Bank setting
forth the amount of required reserves and the basis of calculation used to determine the amount of reserves. Bank
may suspend ACH processing activity for Customer if Customer fails to establish the required amount of reserves
within the time period specified by Bank in its communication to Customer.
2.14 Rejection of Entries. Customer agrees that Bank has no obligation to accept Entries and may reject any Entry issued
by Customer, even if Customer has fully complied with all applicable provisions of this Master Agreement. Bank will
have no liability to Customer for rejection of an Entry and will not be liable to pay interest to Customer even if the
amount of Customer’s payment order is fully covered by a withdrawable credit balance in an Authorized Account of
Customer or Bank has otherwise received full payment from Customer.
2.15 Cancellation or Amendment by Customer. Customer will have no right to cancel or amend any Entry after its receipt
by Bank. However, Bank may, at its option, accept a cancellation or amendment made by Customer pursuant to the
procedures available through the Service. If such a request is received and accepted by Bank before the Entry has
been transmitted to the ACH (or, in the case of an On Us Entry, before the Receiver’s account has been credited or
debited), Bank will use reasonable efforts to cancel or amend the Entry as requested, but Bank will have no liability
if the cancellation or amendment is not effectuated, regardless of the reason for such failure. If Bank accepts a
cancellation or amendment of an Entry, Customer hereby agrees to indemnify, defend all claims and hold Bank
harmless from any loss, damages, or expenses, including but not limited to attorney’s fees, incurred by Bank as the
result of its acceptance of the cancellation or amendment.
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2.16 Reversals of Entries.
2.16.1 General Procedure. Upon proper and timely request by Customer, Bank will use reasonable efforts to
effect a reversal of an Entry or File. To be “proper and timely,” the request must (i) be made within five (5)
Business Days of the Effective Entry Date for the Entry or File to be reversed; (ii) be made immediately, not
to exceed ten (10) hours, upon discovery of the error; and (iii) comply with all of the Rules. In addition, if
Customer requests reversal of a Debit Entry or Debit File, it will concurrently deposit into Customer Account
an amount equal to that Entry or File. Customer will notify the Receiver of any reversing Entry initiated to
correct any Entry it has initiated in error. The notification to the Receiver must include the reason for the
reversal and be made no later than the Settlement Date of the reversing Entry.
2.16.2 No Liability: Reimbursement to Bank. Under no circumstances will Bank be liable for interest or related
losses if the requested reversal of an Entry is not effected. Customer will reimburse Bank for any expenses,
losses or damages it incurs in effecting or attempting to effect Customer’s request for reversal of an Entry.
2.17 Error Detection. Bank has no obligation to discover and will not be liable to Customer for errors made by Customer,
including but not limited to errors made in identifying the Receiver, or an Intermediary or RDFI or for errors in the
amount of an Entry or for errors in Settlement Dates. Bank will likewise have no duty to discover and will not be liable
for duplicate Entries issued by Customer. Notwithstanding the foregoing, if Customer discovers that any Entry it has
initiated was in error, it will notify Bank of such error. If such notice is received no later than four (4) hours prior to
the ACH receiving deadline, Bank will utilize reasonable efforts to initiate an adjusting Entry or stop payment of any
“On-Us” credit Entry within the time limits provided by the Rules. In the event that Customer makes an error or issues
a duplicate Entry, Customer will indemnify, defend all claims, and hold Bank harmless from any loss, damages, or
expenses, including but not limited to attorney’s fees, incurred by Bank as result of the error or issuance of duplicate
Entries.
2.18 Pre-notification. Customer, at its option, may send pre-notification that it intends to initiate an Entry or Entries to a
particular account within the time limits prescribed for such notice in the Rules. Such notice will be provided to Bank
in the format and on the medium provided in the media format section of such Rules. If Customer receives notice
that such pre-notification has been rejected by an RDFI within the prescribed period, or that an RDFI will not receive
Entries without having first received a copy of the Authorization signed by its customer, Customer will not initiate any
corresponding Entries to such accounts until the cause for rejection has been corrected or until providing the RDFI
with such authorization within the time limits provided by the Rules.
2.19 Notice of Returned Entries and Notifications of Change. Bank will notify Customer by e-mail, US mail, or other
means of the receipt of a returned Entry from the ACH Operator. Except for an Entry retransmitted by Customer in
accordance with the requirements herein, Bank will have no obligation to retransmit a returned Entry to the ACH
Operator if Bank complied with the terms of this Master Agreement with respect to the original Entry. Customer will
notify the Receiver by phone or electronic transmission of receipt of each return Entry no later than one Business
Day after the Business Day of receiving such notification from Bank. Bank will provide Customer all information, as
required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change
(“Corrected NOC”) Entry received by Bank relating to Entries transmitted by Customer. Bank must provide such
information to Customer within two (2) Business Days of the Settlement Date of each NOC or Corrected NOC Entry.
Customer will ensure that changes requested by the NOC or Corrected NOC are made within six (6) Business Days
of Customer’s receipt of the NOC information from Bank or prior to initiating another Entry to the Receiver’s account,
whichever is later.
2.20 Account Reconciliation. Customer agrees to notify Bank promptly of any discrepancy between Customer’s records
and the information shown on any periodic statement. If Customer fails to notify Bank of any discrepancy within ten
(10) calendar days of receipt of a periodic statement, Customer agrees that Bank will not be liable for any other losses
resulting from Customer’s failure to give such notice or any loss of interest or any interest equivalent with respect
to any Entry shown on such periodic statement. If Customer fails to notify Bank of any discrepancy within thirty (30)
calendar days of receipt of such periodic statement, Customer will be precluded from asserting the discrepancy
against Bank.
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2.21 Provisional Settlement. Customer will be bound by and comply with the Rules as in effect from time to time,
including without limitation the provision thereof making payment of an Entry by the RDFI to the Receiver provisional
until receipt by the RDFI of final settlement for such Entry; and Customer acknowledges that it has received notice of
that Rule and or the fact that, if such settlement is not received, the RDFI will be entitled to a refund from the Receiver
of the amount credited and Customer will not be deemed to have paid the Receiver the amount of the Entry.
2.22 Customer Representations and Warranties; Indemnity. With respect to each and every Entry transmitted by
Customer, Customer represents and warrants to Bank and agrees that:
2.22.1 Each person or entity shown as the Receiver on an Entry received by Bank from Customer has authorized
the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective
Entry Date shown on such Entry;
2.22.2 Such authorization was operative at the time of transmittal or crediting or debiting by Bank as provided
herein;
2.22.3 Entries transmitted to Bank by Customer have been limited to those types of credit and debit Entries set
forth in the Treasury Management Service Authorization (Exhibit B);
2.22.4 Use of Mobile Approval service may subject Customer to mobile carrier data and usage fees in addition to
any applicable Bank service fees.
2.22.5 Customer has performed its obligations under this Master Agreement; and
2.22.6 Customer is bound by will comply with the provision of the Rules (among other provisions of the Rules)
making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final
settlement for such Entry.
2.23 Additional Customer Warranties for Selected Standard Entry Classes. NACHA, in its role of ensuring the
safety, security, and viability of the ACH network, has determined that certain single-use or limited-use consumer
authorizations have the potential to increase risk in the ACH system and compromise system effectiveness by
increasing the incidence of returned Entries. Therefore, to qualify as an Originator of such Entries, Customer hereby
warrants to Bank that for each such ACH Entry submitted for processing, Customer has obtained all authorizations
from the Receiver as required by the Rules, by Regulation E (12 CFR, Part 1005) and any other applicable Law, and this
Master Agreement.
2.24 Third Party Service Providers.
2.24.1 Customer may be using special equipment, services or software provided by a Third Party Service Provider
to assist it in processing Files hereunder.
2.24.1.1 Customer agrees not to use a Third Party Service Provider (within this Article 2.24, “Service
Provider”) to transmit files to Bank without first entering into Bank’s Agreement for Customer’s
Use of Third Party Service Provider (within this Article 2.24, “Service Provider Agreement”) which,
if applicable, is attached to this Agreement as Exhibit E.
2.24.1.2 In all instances, the Service Provider will be acting as Customer’s agent in the delivery of Files to
Bank, without relieving Customer of any of its obligations hereunder.
2.24.1.3 Bank will not be liable for any losses or additional costs incurred by Customer as a result of any
error by Service Provider or a malfunction of equipment provided by Service Provider.
2.24.1.4 Customer is solely responsible for maintaining compliance with the requirements of Service
Provider, including obtaining any software updates Bank’s sole responsibility will be to transmit
Bank approved transactions to the ACH Operator and Bank will not have any responsibility for any
File handled by Service Provider until that point in time when Bank accepts and approves a File
from such Service Provider for processing.
2.24.1.5 If Bank authorizes Customer to use a Service Provider, the terms and conditions governing the
relationship between Customer and the Service Provider will be governed by the Service Provider
Agreement.
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2.24.1.6 Customer will designate the Service Provider as a User and the Service Provider must
also enter into a Service Provider Agreement before the Service Provider sends Files to Bank.
Notwithstanding the foregoing, Customer hereby authorizes Bank to accept any File submitted by
the Service Provider even if the Service Provider has not been designated as a User or if the
Third Party Service Provider has not executed the Service Provider Agreement. Customer hereby
indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs and
expenses incurred or suffered by Bank or any other person as a result of or arising from
Customer’s use of Service Provider, including fines or assessments incurred under or pursuant to
the Rules and attorneys’ fees.
2.24.1.7 If Customer is a Third Party Service Provider, no Entries will be submitted pursuant to this
Agreement first entering into Bank’s Agreement.
2.24.2 Inconsistency of Name and Account Number. Customer acknowledges and agrees that, if an Entry
describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by
Bank to the RDFI may be made by the RDFI (or by Bank in the case of an On-Us Entry) on the basis of the
account number supplied by Customer, even if it identifies a person different from the named Receiver, and
that Customer’s obligation to pay the amount of the Entry to Bank is not excused in such circumstances.
Customer is liable for and must settle with Bank for any Entry initiated by Customer that identifies the
Receiver by account or identifying number or by name and account or identifying number.
2.25 Data Retention. Customer will retain data on file adequate to permit the remaking of Entries for five (5) Business
Days following the date of their transmittal by Bank as provided herein, and will provide such Data to Bank upon its
request.
Article 3 Account Reconciliation Reporting Service
3.1 If you subscribe to Bank’s Account Reconciliation Service, you may elect among any of the following by so specifying
in the Authorization attached hereto as Exhibit B.
3.1.1 Full Reconciliation Reporting. Customer transmits to Bank information (the “Issue File”) about checks
issued on the designated Account(s) during the current reporting period (“Check Issue Activity”). The Issue
File will then be matched to transactions that have actually cleared Customer’s account for payment. The
matched data is available to Customer electronically so Customer can automatically update its accounts
payable system and can confirm what checks remain outstanding. Service must begin at the beginning of
a statement cycle and requires a minimum of a ten (10) Business Day lead-time from the beginning of the
requested statement cycle.
3.1.2 Partial Reconciliation Reporting. A listing of all transactions that have cleared Customer’s account is
created for a specific period and available electronically for upload to Customer’s accounts payable system.
Service must begin at the beginning of a statement cycle and requires a minimum of a ten (10) Business Day
lead-time from the beginning of the requested statement cycle.
3.1.3 Deposit Reconciliation Reporting. A listing of all deposits made to a Customer’s account is created for a
specific period and available electronically for upload to its accounts payable system. Specially encoded
deposit slips are required for location reporting. Service must begin at the beginning of a statement cycle
and requires a minimum of a ten (10) Business Day lead-time from the beginning of the requested statement
cycle.
3.2 Customer Responsibilities.
3.2.1 NACHA Annual Third Party Provider Audit. Customer agrees to complete the required NACHA Annual Audit.
3.2.2 Download/E-mail Disclaimer. Customer agrees that once Customer has downloaded a check image from
Bank’s secured website, or after Customer has requested that Bank forward a check image to Customer as
an attachment to an e-mail transmission, Customer is solely responsible for preserving the confidentiality
of any such information retrieved or sent and Customer assumes all risks involved in forwarding the check
image to the Internet destination or other destination of Customer’s choice.
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3.2.3 Updated List. For all reconcilement reporting services Customer is responsible for providing and
maintaining an updated list of Customer personnel authorized to receive notifications from Bank.
Information provided on the Authorization will remain in effect until an appropriate Customer representative
otherwise notifies Bank in writing.
3.2.4 Stop Payment. In order to stop payment on a check included in the Issue File, Customer will deliver a
stop payment order via telephone, through the Service or in writing prior to the presentment of the item.
A cancel or void should only be used if a check has not been disbursed. Bank’s system will not recognize
cancels as stop payments.
3.2.5 Limit of Liability. In addition to the limits of liability otherwise set forth in this Master Agreement, the
following additional terms apply to reconcilement services.
3.2.5.1 Without liability to any party, Bank will be entitled to cease Account Reconciliation Services if the
quality of the checks, including the quality of the magnetically encoded characters on the face of
each check, is below a commercially reasonable standard for processing on Bank’s equipment.
3.2.5.2 The term “Full Reconciliation” should not be construed as relieving Customer of its normal due
diligence responsibilities regarding the examination of account statements and individual checks
to detect errors or alterations. Bank will not be liable for any loss arising from Customer’s failure to
exercise due diligence.
Article 4 Positive Pay Service
If you subscribe to Bank’s Positive Pay Service, Bank will provide the following services in connection with the Account(s)
Customer has designated for such Service (“Authorized Accounts”).
4.1 Standardand PayeePositivePay
4.1.1 Issue File. Customer will transmit, through the Service, a file (the “Issue File”) which accurately identifies the
check number, exact amount, issue date, and payee (optional) of the checks issued by Customer (each such
check referred to herein as an “Item”) for ultimate presentment to Bank for payment.
4.1.1.1 Customers using Payee Positive Pay service must also include the payee name in the Issue File.
4.1.1.2 Customers using Payee Positive Pay service must issue checks in type written form. All PAYEE
information on the check must be TYPED. Handwritten items are not supported for payee
verification. Payee Positive Pay guidelines to obtain the best level of performance are contained
in Positive Pay Instructions.
4.1.1.3 Customer acknowledges that Bank is not responsible for detecting any Customer error(s)
contained in any Check Issue File sent by Customer to Bank
4.1.1.4 Customer will update the Issue File upon issuance of each Item through the Service on each
Business Day on which an Item is issued. Each update will occur between 9:00 a.m. and 6:00 p.m.
4.2 Reverse Positive Pay
4.2.1 Reverse Positive Pay service does not require Customer to provide Bank with an Issue File.
4.2.2 All checks presented to Bank are reported to Customer to review for the decision to “Pay” or “Not Pay and
Return” the check(s).
4.3 Payment of Items.
4.3.1 Except as provided in this Master Agreement and subject to there being sufficient funds to cover it, no
outstanding stop payment order covering it and no other reason not to pay the Item, Bank will pay a
presented check if it matches the check number and exact amount of an Item included in the Issue File
(“Matched Check”).
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4.3.2 Bank has established a minimum matching score for Payee Positive Pay service. Such Issue File
comparisons of presented checks that meet or exceed the established matching score will be deemed to
be a Matched Check.
4.3.3 An Item which is not a Matched Check will be identified by Bank as an “Exception Item” subject to
Customer’s further review.
4.3.4 If Customer has subscribed to Reverse Positive Pay service, all checks presented to the Bank are reported
to Customer as Exception Items.
4.3.4.1 Bank will notify Customer of Exception Items by listing each such Item as such (“Exception Item
List”), through the Service. The Exception Item List will be posted by Bank no later than 9 a.m. on
the Business Day following its presentment to the Bank for Payment.
4.3.4.2 Customer will review the Exception Item List and, no later than by 12:00 p.m. on the same
Business Day on which the Exception Item List is posted by Bank, shall, through the Service, with
regard to each Exception Item listed therein, either:
4.3.4.3 Notify Bank that the Exception Item is valid and that Bank is to pay the Exception Item; or
4.3.4.4 Instruct Bank to dishonor the Exception Item, stating the reason it should be dishonored. If
the Service is unavailable by that cutoff time, Customer will (i) instruct Bank whether to pay or
dishonor each Exception Item via email or secured message center. Letter must be signed by an
authorized user and (ii) call the Bank at 866-626-6004 to advise Bank that such letter has been
sent.
4.3.4.5 Bank will add to the Standard or Payee Positive Pay service Issue File each Exception Item Bank
has been instructed to pay pursuant to 4.3.4.4 immediately above.
4.3.5 Pay/No Pay Default Disposition
4.3.5.1 Standard & Payee Positive Pay
4.3.5.1.1 If Bank does not receive Customer’s instructions relative to an Exception Item List by
the cutoff time stated above, Customer will be deemed to have instructed Bank to
RETURN ALL EXCEPTION ITEMS.
4.3.5.2 Reverse Positive Pay
4.3.5.2.1 If Bank does not receive Customer’s instructions relative to an Exception Item List
by cutoff time stated above, Customer will be deemed to have instructed Bank to
PAY ALL EXCEPTION ITEMS.
4.3.6 Customer agrees and acknowledges that Bank will not review or attempt to match date or the payee on
the check even if Customer has provided Bank with the date or payee information. If Customer has not
subscribed to Payee Positive Pay service Customer has total responsibility for matching the payee on the
check as provided by Customer in the Issue File.
4.3.7 Customer agrees that Bank exercises ordinary care whenever it pays or returns an Item consistent with the
provisions of Article 4.
4.3.8 Customer agrees that use of Positive Pay Mobile Approval service may subject Customer to mobile carrier
data and usage fees in addition to Bank service fees.
4.4 Limitations.
4.4.1 If an Item is personally presented to Bank for payment over the counter during such time that Bank
is experiencing an interruption or failure of communications or data processing facilities or systems,
emergency conditions or any other difficulties beyond the control of Bank, the Item is to be paid or returned
without regard to whether the Item is a Matched Item or an Exception Item.
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4.4.2 Because this Positive Pay Service relies exclusively on magnetic ink character recognition (“MICR”)
encoded paper checks and documents, Items that are not so encoded, such as Items presented to an ACH,
including checks that have been converted to ACH Items that do not bear the check’s serial number, will not
be included on an Exception Item List, even if they would not be Matched Items had they been presented
in paper form. Accordingly, this Master Agreement will have no effect with respect to any such transactions
on Bank’s or Customer’s respective rights, obligations, duties or responsibilities under any other agreement
between the parties or under applicable Law.
4.4.3 The Services and this Master Agreement will not apply to any Presented Check that is personally presented
by an individual to Bank during such time that Bank is experiencing an interruption or failure of
communications or data processing facilities or systems, emergency conditions, or any other difficulties
beyond the control of Bank affecting the Services. Accordingly, this Master Agreement will have no effect
with respect to any such transactions on Bank’s or Customer’s respective rights, obligations, duties or
responsibilities under any other agreement between the parties or applicable law or regulation.
4.5 Limitation of Liability. Because Bank will be relying upon Customer to perform its duties under this Article 4,
Customer agrees not to assert any claim against Bank for Bank’s payment or return of an Item pursuant to the terms
of this Article 4, provided that this agreement not to assert such claims will not cover claims relating to any alteration
of the payee’s name or the date reflected on the Item, or with regard to any endorsements or lack of endorsements
on the Item, insofar as this Positive Pay Service does not address those aspects of the Items issued or purported to
have been issued by Customer. Without limiting the generality of the foregoing:
4.5.1 Bank will have no liability to Customer for Bank’s payment of a Matching Check even if the serial number or
amount of such Item has been altered;
4.5.2 Bank will have no liability to Customer for Bank’s payment of an Exception Item unless Bank has been
instructed by Customer not to honor such Item; and
4.5.3 Bank will have no liability to Customer for Bank’s return of an Exception Item unless Customer has
instructed Bank to pay the Item and all other conditions for such payment have been satisfied.
4.6 Stop Payment and Return Item Decisions.
4.6.1 Customer will not use Positive Pay Service as a substitute for Bank’s stop payment service. Customer will
follow Bank’s standard stop payment procedures if it desires to return a Matching Check or other Item that
was validly issued.
4.6.2 Nothing in this Master Agreement limits Customer’s right to stop payment on any Matching Check or other
check or Bank’s right to return any Matching Check or other check that Customer has authorized Bank to
pay in accordance with this Master Agreement if Bank determines in its sole discretion that the check is not
properly payable for any reason (without Bank’s agreeing to, or being required to, make such determination
in any circumstance) or that there are insufficient collected and available funds in the Account to pay it.
4.6.3 Customer will use appropriate Positive Pay Return Item definitions found in the Positive Pay Customer
training document.
Article 5 ACH Positive Pay Service
If you subscribe to Bank’s ACH Positive Pay Service, Bank will provide the following services in connection with the Account(s)
Customer has designated for such Service (“Authorized Accounts”).
5.1 Description of Service. This Service allows Customer to authorize or block ACH transfers to or from Customer’s
deposit accounts at Bank. Customer acknowledges and agrees that by instructing Bank to block designated ACH
Entries, Bank will block and create exceptions for all such blocked ACH Entries.
5.2 Customer is responsible for adding Rules to their online banking, In doing so, Customer can do the following:
5.2.1 Customer may permanently block all ACH Debit Entries on its Account(s).
5.2.2 Customer may authorize specified ACH Debit Entries to post against its Account(s) and block all others.
5.2.3 Customer may allow all ACH Debit Entries to its Account(s) below a specified amount and block all others.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
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5.2.4 Customer may allow all ACH Debit Entries for specified accounts.
5.2.5 Customer may allow all ACH Debit Entries bearing specified SEC Codes and block all others.
5.2.6 Customer may allow all ACH Debit Entries by ACH Originator Identification Number (“Company ID”) and
block all others.
5.3 Processing ACHPositive Pay Instructions. Bank willhandle ACHtransactions affecting Customer’s Account(s) in
accordance with the Rules the Customer has established and maintains.
5.4 Payment of ACH Entries.
5.4.1 Except as provided in this Master Agreement and subject to there being sufficient funds to cover it, no
outstanding stop payment order covering it and no other reason not to pay the Item, Bank will pay a
presented ACH Entry in accordance with the Rules provided by the Customerill in)
5.4.2 An Item which does not match the information customer has enter in Rules, the item(s) will be blocked
and identified by Bank as an “Exception Item” subject to Customer’s further review.
5.4.2.1 Bank will notify Customer of Exception Items by listing each such ACH Entry as such in the
Positive Pay Exceptions Manager List (“Exception Item List”), through the Service. The Exception
Item List will be posted by Bank no later than 9:00am on the Business Day following its
presentment to the Bank for Payment.
5.4.2.2 Customer will review the Exception Item List and, no later than by 12:00pm on the same Business
Day on which the Exception Item List is posted by Bank, shall, through the Service, with regard to
each Exception Item listed therein, either:
5.4.2.2.1 Confirm the validity of the Exception Item, in which case Bank will pay the Exception
Item; or
5.4.2.2.2 Instruct Bank to return the Exception Item as unauthorized.
5.5 If the Service is unavailable by that cutoff time, Customer will (i) instruct Bank whether to pay or return each
Exception Item via email or secured Message center. Letter must be signed by a User, and (ii) call 866-626-6004
(Monday – Friday 9am to 6pm) to advise Bank that such letter has been sent.
5.5.1 If Bank does not receive Customer’s instructions relative to an Exception Item List by the cutoff time
stated immediately above, Customer will be deemed to have instructed Bank to RETURN each ACH Entry
as unauthorized.
5.5.2 When service is available, Customer will add to the Rules each Exception Item Bank has been instructed
to pay.
5.6 Customer agrees that use of Positive Pay Mobile Approval service may subject Customer to mobile carrier data and
usage fees in addition to Bank service fees.
5.7 Dispute over Return of ACH Debit Entry. Customer acknowledges that the return of an ACH Debit Entry is subject to
dispute on the part of the Originator. In the event of such a dispute Bank must act according to applicable Laws and
the Rules.
5.8 Identification of ACH Transactions to Block. Customer understands that ACH transactions are originated according to
the Rules which require, among other things, the use of an Originator Name and Originator Identification Number
imbedded in the transaction to identify its source, and this imbedded data is a critical component of Bank’s ability
to monitor for transactions which Customer desires to block. Bank will have no liability to Customer for failing to
implement Customer’s Rules with regard to an ACH transaction as to which the Originator Name and Originator
Identification Number imbedded in the transaction does not exactly match the information contained in Customer’s
Rules.
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Article 6 Lockbox Service
Lockbox service is provided by a Third Party. Customer may direct persons or entities making payments and other remittances
to Customer to mail the payment and certain documentation to a Post Office Box (“Lockbox”) controlled by the Third Party,
which payments and other remittances will then be processed by the Third Party on Customer’s behalf in accordance with
Customer’s Processing Instructions in effect at the time the payments and other remittances are received at the Lockbox.
Customer must sign a separate agreement with the Third Party Lockbox services provider which describes the services and
requirements.
Article 7 Payroll Service
Payroll service is provided by a Third Party. Customer must sign a separate agreement with the Third Party which described the
services and requirements.
Article 8 Remote Deposit Capture
If you subscribe to Bank’s Remote Deposit Capture Service, Bank will provide the following services in connection with the
Account(s) Customer has designated for such Service (“Authorized Accounts”).
8.1 Description of Service. Remote Deposit Service allows Business Customer to make deposits to Customer’s
Business Accounts from Customer’s office by scanning checks on a desktop scanner and delivering the images and
information required hereby to Bank. RDC deposits must be submitted by 6:00 p.m. Pacific Monday-Friday for same
day posting.
8.2 Scanner. The scanner must capture an image of the front and back of each Check (as herein defined) to be
deposited (each an “Image” and, if more than one, “Images”) in accordance with the procedures provided in this
Article 8 (“Remote Deposit Procedures”). The scanner must meet all technical requirements for the proper delivery of
the Remote Deposit Service, as specified by Bank.
8.2.1 Scanner(s) License. Except for scanners purchased by Customer from Bank, as to each scanner provided
to Customer by Bank as part of this Service:
8.2.1.1 License. Bank grants to Customer a nontransferable non-exclusive license (“License”) to use the
scanner only in connection with the Service provided by Bank. Customer accepts the License
subject to the terms and conditions set forth in the following sections.
8.2.1.2 Ownership. Customer acknowledges the scanner is and will at all times remain the sole and
exclusive property of Bank and agrees that Customer will do nothing inconsistent with such
ownership. Customer agrees that nothing in this License will give Customer any right, title or
interest in the scanner other than the right to use it in accordance with this License, and Customer
agrees that it will not attack the validity of this License. If at any time during the term hereof, Bank
supplies Customer with labels, plates or other markings, stating that the scanner is owned by
Bank, Customer will affix and keep them upon a prominent place on the scanner, unless scanner
is owned by customer.
8.2.1.3 Use. Customer will use the scanner in a careful and proper manner in accordance with the
documentation provided with it. Customer will limit the use of the scanner to the processing of
transactions with Bank pursuant to this Master Agreement. Customer may not use the scanner
to facilitate processing transactions with any other person without the prior express written
authorization of Bank.
8.2.1.4 Receipt of Scanner(s). Customer agrees that Bank will deliver or ship the scanner to Customer
at the address designated by Customer in this Master Agreement. Customer acknowledges that
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delivery or shipment to the address designated by Customer will be considered receipt of the
scanner by Customer.
8.2.1.5 Inspection. Customer will inspect the scanner within 24 hours after receipt thereof. Unless
Customer, within this period of time, gives written notice to Bank specifying any defect in or
other proper objection to the scanner, Customer agrees that it will be conclusively presumed,
as between Bank and Customer, that Customer has fully inspected and acknowledged that the
scanner is in good condition and repair, and that Customer is satisfied with and has accepted the
scanner in such good condition and repair. Bank will at any and all times during business hours
have the right to enter into and upon the premises where the scanner may be located for the
purpose of inspecting the same or observing its use. Customer will give Bank immediate notice
of any attachment or other judicial process affecting scanner and shall, whenever requested by
Bank, advise Bank of the exact location of the scanner.
8.2.1.6 Maintenance. Customer will maintain the scanner in working order by following the instructions
for proper use, care and cleaning of the scanner provided to Customer. In the event that the
scanner does not function in accordance with the manufacture’s specifications, Bank will either
repair or replace the scanner within three (3) Business Days from the date of receipt of notification
from Customer. Bank will not repair or replace the scanner if it is lost or damaged or because of
misuse, negligence or failure of Customer to follow instructions for proper use, care and cleaning
of the scanner. Customer must maintain owned scanners. If customer leased bank scanner, bank
will repair.
8.2.1.7 Loss and Damage. In the event of loss or damage of any kind to the scanner, or any part thereof,
Customer will make a payment to Bank in an amount contained in an invoice submitted by Bank
to Customer. Payment will be due within thirty (30) calendar days of receipt of the invoice from
Bank.
8.2.1.8 Surrender of Scanner. Within fifteen (15) calendar days of the expiration or earlier termination
of this Master Agreement, with respect to the scanner, Customer will return the scanner to Bank
in good repair, condition and working order (ordinary wear and tear resulting from proper use
thereof alone excepted), or Customer will pay Bank the Invoice Amount contained in an invoice
submitted to Customer upon termination, unless owned by customer
8.2.1.9 Location of Scanner. Customer will maintain the scanner at the location specified in Remote
Deposit Hardware List and, without the written permission of Bank, will not permit the scanner to
be removed from that location. Scanner will not be operated outside of the United States.
8.2.1.10 Personal Property. The scanner is, and will at all times remain, personal property notwithstanding
that the scanner or any part thereof may now be, or hereafter become, in any manner affixed or
attached to, or imbedded in, or permanently resting upon, real property or any building thereon,
or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts,
screws or otherwise.
8.2.1.11 Encumbrances. Customer will not do any act that will in any way encumber the title of Bank in
and to the scanner. In the event the scanner becomes the subject of any lien or encumbrance
through the action of Customer, Customer will indemnify and hold harmless Bank from all costs,
losses or expenses with respect thereto, and Customer will immediately pay any such lien and
obtain a release thereof.
8.3 Checks to be deposited. Customer hereby agrees that it will only scan and deposit a check(s), as that term is defined
in Reg. CC Prior to scanning, customer agrees to endorse each check(s) with the wording “For Remote Deposit Only
to Bank of Marin” as defined in Reg. CC.-Restrictive Endorsement. Customer agrees that the image of the Check
that is transmitted to Bank will be deemed an “item” within the meaning of Division 4 of the California Uniform
Commercial Code. Customer further agrees that it will not remotely deposit any Check (each, a “Prohibited Check”)
that is:
8.3.1 Payable to any person or entity other than Customer;
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8.3.2 Drawn, or otherwise issued, by Customer or any affiliate of Customer on any account of Customer or of
such affiliate;
8.3.3 Prohibited by Bank’s then current procedures pertaining to this Remote Deposit Service (the “Procedures”)
or are in violation of any Law;
8.3.4 Known or suspected by Customer, or should be known or suspected by Customer, to be fraudulent or
otherwise not authorized by the owner of the account upon which the Check is drawn;
8.3.5 Not previously endorsed by a financial institution;
8.3.6 Not a “substitute check” (as that term is defined in Reg. CC) or “image replacement document” that purports
to be a substitute check, without Bank’s prior written consent;
8.3.7 Is drawn on a financial institution located outside of the United States or is Territories;
8.3.8 Is a Remotely Created Check; or
8.3.9 Is, for any other reason, not acceptable to Bank for deposit into a deposit account, as provided in the
Deposit Agreement applicable to the Account.
8.4 Remote Deposit Procedures.
8.4.1 Customer shall:
8.4.1.1 Prior to scanning, endorse each Check to be deposited with the wording “For Remote Deposit
Only at Bank of Marin” in accordance with the Procedures;
8.4.1.2 Scan the front and back of each Check to be deposited in accordance with the requirements set
forth in Section 8.6; and
8.4.1.3 Balance the dollar amount of each deposit to the sum of the Checks prior to transmitting the File.
8.4.1.4 Transmit the File containing the image and all batched ACH data and other information to Bank in
accordance with these and any other Procedures prescribed by Bank.
8.5 Daily Deposit Limits. Customer agrees that Bank will establish daily deposit limits for the purpose of transmitting
Files based on criteria established by Bank which may change from time to time.
8.5.1 Changes made to Customer’s daily deposit limits based on a periodic review by Bank do not require
Customer’s authorization. Customer will be notified in writing of any changes to daily deposit Limits.
8.5.2 Customer may send multiple Files to Bank or Processor throughout the day. The total dollar value of
the Files sent by Customer to Bank on any day will not exceed the dollar amount specified in the Treasury
Management Service Authorization (Exhibit B) section on Remote Deposit Capture Company Limits (the
“Daily Deposit Limit”). If the total dollar value of the Files sent by Customer to Bank on any day exceeds the
Daily Deposit Limit, Bank may, at its option, refuse to accept the File that exceeds the Daily Deposit Limit, or
Bank may accept and process the File. Customer agrees not to exceed the Daily Deposit Limit.
8.5.3 To be eligible for processing on the day transmitted, Files must be received by Bank no later than the cut-
off time specified in the (the “Cut-Off Time”). A File is considered received by Bank when a complete copy
of such File has been written on a Bank electronic storage device in conformity with Bank’s technical and
operational requirements.
8.5.3.1 To meet the Cut-Off Time, the entire File must be received by Bank prior to the Cut-Off Time, and
the File must successfully pass the edits for conformity with the technical requirements.
8.5.3.2 For purposes of determining when a File has been delivered and received, Bank’s records will be
determinative. A File which is not in accordance with the Procedures or which is received after the
Cut-Off Time will be deemed to have been received on the Business Day following the Business
Day on which the File is actually received by Bank.
8.5.4 Bank may change the number of Files that may be transmitted in a day, the Daily Deposit Limit and the
Cut-Off Time. All such changes will be effective immediately and may be implemented prior to Customer’s
receipt of notice thereof. Customer may contact Bank at any time to verify the current number of Files that
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
21
may be transmitted in a day, the Daily Deposit Limit and the Cut-Off Time.
8.5.5 Subject to compliance with these and all other Remote Deposit Procedures, Bank will provisionally
credit the Account or Accounts designated by Customer for the amount of each deposit to which a File
pertains on the day of receipt of the File and enter the images of the Checks into the collection process,
in accordance with the provisions of Bank’s then current Deposit Account Agreement pertaining to the
Account(s).
8.6 Image and MICRQuality.
8.6.1 8.6.1 Each File transmitted by Customer to Bank will contain Images of the front and the back of the Checks
scanned and remotely deposited by Customer such that the Image of each Check will be of such quality
that the following information can clearly be read and understood by sight review of such Image:
8.6.1.1 The amount of the Check;
8.6.1.2 The payee of the Check;
8.6.1.3 The signature of the drawer of the Check;
8.6.1.4 The date of the Check;
8.6.1.5 The Check sequence number, if any be thereon;
8.6.1.6 The information identifying the drawer and the paying financial institution that is preprinted on the
Check;
8.6.1.7 The MICR line, which must include:
8.6.1.7.1 The American Bankers Association routing transit number (“RTN”);
8.6.1.7.2 The number of the account on which the Check is drawn;
8.6.1.7.3 When encoded, the amount of the Check; and
8.6.1.7.4 When encoded, the serial number and the process control field of the Check; and
8.6.1.7.5 All other information placed on the Check prior to the time an image of the Check is
captured, such as any required identification written on the front of the Check and any
endorsements applied to the back of the Check
8.6.2 Each Image will meet all other standards for image quality established by the American National Standards
Institute (“ANSI”), the Board of Governors of the Federal Reserve System or any other regulatory agency,
clearing house or association.
8.7 Maintenance and Destruction of Original Check.
8.7.1 Customer will stamp the original Check “Electronically Deposited” (“Processed,” “Imaged,” “Scanned,”
etc.) immediately following the transmittal of the File containing the Check. Customer will securely store
all original Checks, so stamped, for at least thirty (30) but no more than forty five (45) calendar days after
Customer has received notice from Bank that the File containing the images of such Checks has been
accepted (such period the “Retention Period”).
8.7.2 During the Retention Period, Customer will take appropriate security measures to ensure that:
8.7.2.1 Only authorized personnel will have access to original Checks;
8.7.2.2 Such Checks will not be duplicated or scanned more than once; and
8.7.2.3 Such Checks will not be again deposited or negotiated in any form.
8.7.3 Customer will implement proper security procedures and internal controls to ensure the confidentiality of
any information that is considered to be confidential personal information that is retained by Customer.
8.7.4 Customer will destroy original Checks upon the expiration of the Retention Period, by means of a
commercially reasonable method of destruction approved by Bank for such purpose.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
22
8.7.5 Customer will promptly (but in all events within five (5) Business Days) provide any retained Check (or, if the
Check is no longer in existence, a sufficient copy of the front and back of the Check) to Bank as requested
to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check.
8.8 Receiptof File.
8.8.1 Customer agrees that, in accordance with legal restrictions regarding the locations at which Bank may
receive and become responsible for deposits, Customer will be solely liable for, and Bank will not have any
liability whatsoever to Customer for, any File or the Images or other information contained therein until it or
then is or are received by Bank or for any File or the Images or other information contained therein that are
intercepted or altered by an unauthorized third party.
8.8.2 Upon receipt of a File submitted by Customer, Bank may examine such File and the Images and other
information contained therein to ensure that Customer has complied with this Master Agreement and
followed the Procedures. If Bank determines that Customer has not complied with this Master Agreement
or followed the Remote Deposit Procedures or if errors exist in the Images or other information contained
in the File, Bank, in its sole discretion, may either reject the File or elect to correct the error and accept and
process the corrected File (a “Corrected File”).
8.8.2.1 As a form of correction, Bank may credit Customer’s Account for the full amount of the deposit
and make any necessary adjustments to the Account to correct the error. Bank may, at its option,
also perform a risk management analysis of one or more Files submitted by Customer to detect
potentially fraudulent Checks, and, in its sole discretion, Bank may reject any such File or the
Images or other information contained therein.
8.8.2.2 If after examination of a File and the Images and other information contained therein, Bank
determines that Customer has complied with this Master Agreement and processed and
transmitted the File in accordance herewith and with the Procedures, the File is balanced and
the Images meet the requirements of this Article 8, then Bank will accept the File (an “Accepted
File”) for deposit to Customer’s Account. Upon acceptance of the File, Bank will electronically
notify Customer of receipt and acceptance of the Accepted File for deposit. Notwithstanding
the fact that Bank has accepted a File for deposit, any credit made to Customer’s Account will
be provisional, and Customer will remain liable to Bank for any errors, inaccuracies, breach of
warranties and any other loss sustained by, or claim made against, Bank.
8.9 Provisional Credit and Availability of Funds. Upon acceptance of the File, Bank will grant Customer’s Account
Provisional Credit (as herein defined) for the total amount of the Corrected File or the Accepted File, as applicable. As
used herein, “Provisional Credit” means that the credit is made to Customer’s Account subject to final payment of the
Checks and subject to the terms of the Deposit Agreement. For the purpose of determining availability of funds, Bank
may hold funds for the period of time permitted by Bank’s availability disclosure.
8.10 Collection of Checks. Bank, in its sole discretion, will determine the manner in which Images will be presented for
payment to the drawee financial institution, including the selection of the clearing agents used to collect and present
the Images, and Bank’s selection of the clearing agents will be considered to have been designated by Customer.
Bank will not be liable for the negligence of any clearing agent. The collection of Checks is also subject to the terms
of the Deposit Agreement.
8.11 Confirmation: Account Reconciliation. Bank will provide notice of receipt of deposits to Customer’s Account on the
periodic statement for such Account. Customer is responsible for detecting and reporting to Bank any discrepancy
between Customer’s records and the records Bank provides to Customer. The furnishing of such notices will have
the same effect as the furnishing of any other statement or report describing (or failing to describe) a transaction, and
Customer’s failure to promptly report any discrepancy may preclude Customer from successfully later asserting such
discrepancy against Bank.
8.12 Contingency Plan. Customer agrees that, in the event Customer is not able to capture, balance, process, produce or
transmit a File to Bank, or otherwise comply with the terms hereof or of the Procedures, for any reason, including,
but not limited to, communications, equipment or software outages, interruptions or failures, Customer will transport
the originals of all Checks to an office of Bank and deposit original Checks with Bank until such time that the outage,
interruption or failure is identified and resolved, and Bank will not be liable to Customer for any loss or damage of any
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
23
nature sustained by Customer as the result of the inability of Customer to use the Remote Deposit Service.
8.13 Warranties. Customer represents, warrants and covenants the following to Bank:
8.13.1 Checks Deposited. Customer will only deposit Checks that are authorized by this Master Agreement, the
Procedures and the Deposit Agreement;
8.13.2 Image Quality. Each Image transmitted by Customer to Bank contains an accurate representation of the
front and the back of each Check and complies with the requirements of this Master Agreement;
8.13.3 Accuracy of Information. All data and other information submitted by Customer to Bank, including but not
limited to data contained in the MICR line of each Check, is complete and accurate and complies with the
requirements of this Master Agreement;
8.13.4 Business Purpose Only. Customer is not a consumer, and the Remote Deposit Service will be used for
business purposes only;
8.13.5 No Duplicates. Customer will not: (i) create duplicate Images of the Checks, (ii) transmit a duplicate Image
or File to Bank, or (iii) deposit or otherwise negotiate the original of any Check of which an Image was
created. Customer further warrants that no subsequent transferee, including but not limited to Bank, a
collecting or returning financial institution, drawer, drawee, payee or endorser, will be asked to pay the
original Item from which the Image(s) was created or a duplication (whether paper or electronic, including
ACH entries) of the Item(s);
8.13.6 No Loss. No Subsequent transferees of the Item(s), including but not limited to Bank, a collecting or
returning financial institution, drawer, drawee, payee or endorser, will sustain a loss as the result of the fact
that the Image was presented for payment or returned instead of the original.
8.14 Returned Checks.
8.14.1 Chargeback of Returned Checks. If Images of Checks deposited by Customer are dishonored or otherwise
returned unpaid by the drawee financial institution, or are returned by a clearing agent for any reason,
including, but not limited, to issues relating to the quality of the Image, Customer understands and agrees
that, since Customer either maintains the original Check or has destroyed the original Check in accordance
with Section 8.7, the original Check will not be returned, and Bank may charge back an Image of the
Check to Customer’s Account. Customer understands and agrees that the Image may be in the form of an
electronic or paper reproduction of the original Check or a substitute check. Unless otherwise instructed by
Bank, Customer agrees not to deposit the original Check if an Image or other debit as previously described
is charged back to Customer.
8.14.2 Special Instructions. Customer may request that Bank re-present returned Images of Checks to the
drawee or process returned Images of Checks according to instructions provided by Customer to Bank
(the “Special Instructions”). These Special Instructions may be given to Bank in a separate document in
conjunction with or subsequent to the execution of this Master Agreement. Bank will not be bound by
such Special Instructions until such time as Bank has agreed in writing to accept the Special Instructions.
Notwithstanding the fact that Bank has agreed to accept the Special Instructions, Bank may, in its sole
discretion, disregard the Special Instructions and charge the returned Check back to Customer Account
to which the Checks were deposited. In the event that Customer has requested that returned Images of
Checks be re-presented, in no event will Bank re-present an Image of a Check or an ACH entry in excess of
the limit established or permitted for the number of times that a Check or ACH entry may be re-presented
by the Rules. Customer may change or amend the Special Instructions by providing Bank a written request
to change or amend the Special Instructions. Changes or amendments to the Special Instructions will not
become effective until acknowledged and accepted in writing by Bank. Customer hereby agrees to pay
Bank the fees for processing returned Checks and Special Instructions contained in Bank’s then current
schedule of fees for such services.
8.15 Third Party Service Providers (RDC).
8.15.1 Customer may be using special equipment, services or software provided by a Third Party Service Provider
to assist it in depositing Checks hereunder.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
24
8.15.1.1 Customer agrees not to use a Third Party Service Provider (within this Article 8, “Service
Provider”) to deposit Checks with Bank without first entering into Bank’s Agreement for
Customer’s Use of Third Party RDC Check Processor (within this Article 8, “Service Provider
Agreement”) which, if applicable, is attached to this Agreement as Exhibit J.
8.15.1.2 In all instances, the Service Provider will be acting as Customer’s agent in the delivery of Checks
to Bank, without relieving Customer of any of its obligations hereunder.
8.15.1.3 Bank will not be liable for any losses or additional costs incurred by Customer as a result of any
error by Service Provider or a malfunction of equipment provided by Service Provider.
8.15.1.4 If Bank authorizes Customer to use a Service Provider, the terms and conditions governing
the relationship between Customer and the Service Provider will be governed by the Exhibit J,
Service Provider Agreement.
8.15.1.5 Customer will designate the Service Provider as a User and the Service Provider must also
enter into a Service Provider Agreement before the Service Provider sends Files to Bank.
Notwithstanding the foregoing, Customer hereby authorizes Bank to accept any File submitted
by the Service Provider even if the Service Provider has not been designated as a User or if
the Third Party Service Provider has not executed the Service Provider Agreement. Customer
hereby indemnifies and holds Bank harmless for any losses, damages, fines, assessments, costs
and expenses incurred or suffered by Bank or any other person as a result of or arising from
Customer’s use of Service Provider, including attorneys’ fees.
Article 9 Digital Wire Transfer Service
If you subscribe to the Bank’s Wire Transfer Service, the Bank will provide the following services in connection with the
Accounts the Customer as designated (“Authorized Accounts”). This “Wire Transfer Service” Section may include references
to exhibits, appendices, schedules or similar materials, which form a part of the Master Agreement (collectively referred to as
“Supporting Documents”). Any reference to the Master Agreement shall be deemed to include the Supporting Documents,
unless otherwise stated. Unless otherwise agreed, this Master Agreement including the Supporting Documents will be deemed
accepted by Customer upon provision by Bank of the Service(s).
Description of Service. Service is a method of electronic funds transfer from one person, business entity, or financial institution
to another. A wire transfer can be made from one bank account to another bank account.
A “Request” includes payment orders, as defined in Division 11 of the California Commercial Code. Subject to the terms of this
Master Agreement, Bank may execute a Request received in the name of Customer, provided the Request is submitted in-
person or electronically using the Bank’s digital system. Requests must in be in form and format as required by Bank. Customer
is responsible for all Requests to the fullest extent provided by law and as set forth in this Master Agreement. Bank may
choose the funds transfer mechanism (for example, FedWire, correspondent bank transfer) to be used when acting on upon
Customer’s Request. Additional documentation may be required for any exception to this Master Agreement.
9.1 Authorization to Accept Requests. Bank is authorized to execute Requests submitted by or on behalf of Customer
and accepted by Bank, pursuant to the terms of this Master Agreement.
9.1.1 Written Requests. Customer shall designate one or more authorized Customer wire agents (“Wire
Agent(s)”) as the sole representative(s) of Customer authorized to initiate, verify, amend, or revoke
Requests hereunder on behalf of Customer. Customer shall indicate on the Wire Authorization and Security
Procedures (“Wire Authorization”), attached hereto as Exhibit K, the functions that each Wire Agent is
authorized to conduct on behalf of Customer. Designation of Wire Agents may be altered or revoked
from time to time upon written notice to the Bank from Customer, provided that the Bank may in its sole
discretion act upon verbal notice of revocation which the Bank reasonably believes to be from Customer,
which revocation shall later be confirmed in writing by Customer. Only persons who are current authorized
signers (“Authorized Signers”) on the corresponding Authorized Account will be eligible to be designated as
a Wire Agent on Exhibit K. Customer may establish dollar limits of Requests for Wire Agents. Such limits, if
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
25
any, shall be designated in Exhibit K.
9.1.2 Digital Requests. For the purpose of Requests submitted using Bank’s digital banking system, the term
Wire Agent(s) will include Administrators and Users as those terms are defined in the Master Agreement.
Authority granted to Administrators and Users will be determined as provided under the Master Agreement,
unless the digital system is offline, in which case, Customer may submit Requests according to Exhibit K, as
provided for “offline Requests.”
9.2 Security Procedures. Customer and Bank may agree to certain procedures as reflected on Exhibit K to this Master
Agreement (collectively, “Security Procedures”) designed to verify the authenticity but not errors in transmission or
content, including discrepancies between account names and numbers of a Request. If Bank takes any action not
provided in the Security Procedures in connection with any Request, such additional action shall not be deemed to
become a mandatory part of the continuing Security Procedures.
9.2.1 Before using the Funds Transfer Service and before sending a Request to Bank, Customer will review
the Security Procedures and determine whether they will provide a commercially reasonable method for
verifying whether a Request is that of Customer. Customer agrees not to use the Funds Transfer Service
if Customer is unable to determine that the Security Procedures will provide a commercially reasonable
method for verifying that a Request is Customer’s. As part of the review, Customer will consider the size,
type and frequency of Requests Customer will make or anticipates making, along with such other factors as
Customer may deem relevant or appropriate. If the size, type or frequency of a Request made by Customer
changes such that the Security Procedure in use by Customer no longer provide a commercially reasonable
method of providing security against unauthorized Requests, Customer shall notify Bank. Customer agrees
that Bank will use the Security Procedures to verify the authenticity of a Request, but that the Security
Procedures are not designed to and are not used for the purpose of detecting error.
9.2.2 Bank may offer to Customer or require Customer to use additional security authentication tools or methods
from time to time. If Customer chooses not to implement supplemental authentication tools, Customer’s
access to some or all of Funds Transfer Services may be limited. The term “Security Procedures” will
include any supplemental authentication tools that are offered to Customer by Bank. Customer’s continued
use of any modified Security Procedures will evidence Customer’s agreement that the modified Security
Procedures are commercially reasonable for Customer’s use of the Funds Transfer Service.
9.2.3 If Bank acts on a Request in compliance with the Security Procedures, then Customer will be obligated on
the Request and it will be treated as Customer’s Request, whether or not authorized by Customer.
9.2.4 Any Request received by Bank will be treated as Customer’s and will bind Customer whether or not Bank
complied with the Security Procedures, if the Request is authorized by Customer, if the Request is delivered
to Bank directly or indirectly by any Wire Agent, or if Customer would otherwise be legally bound by the
Request, regardless of whether the Request was erroneous in any respect or that any loss would have been
prevented if Bank had complied with the Security Procedures.
9.2.5 Customer will use and safeguard Funds Transfer Services, Security Procedures, and Supporting Documents
in accordance with the Master Agreement. In connection with Customer’s safeguarding obligations,
Customer will implement and maintain physical, technical, and administrative controls and procedures
sufficient to prevent impermissible or unauthorized access to or use of the Funds Transfer Service, the
Supporting Documents, or any part of the Security Procedures.
9.2.6 Customer assumes all risks associated with disclosure of any part of the Security Procedures, including a
Security Procedure to its employees. Customer agrees to limit disclosures of Security Procedures to those
employees or agents Customer will authorize to access Funds Transfer Services on Customer’s behalf, or
who have a specific need to know. Customer agrees to follow all requirements and guidance that may be
outlined in the Supporting Documents. Customer agrees to promptly change security codes and level of
authority, as applicable, in the event of any change in personnel or when reasonably prudent to do so.
9.2.7 Bank is not obliged to act on a Request that is not transmitted in accordance with the Security Procedures.
Bank may act on an incomplete Request at its sole discretion, including but not limited to if in Bank’s
reasonable opinion, it contains sufficient information. Bank has no duty to discover, and shall not be liable
for, errors or omissions made by Customer or the duplication of any Request by Customer.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
26
9.3 Wire Authorization. Customer shall comply with the Wire Authorization attached hereto and made a part hereof,
and Customer acknowledges and agrees that the Wire Authorization constitute commercially reasonable security
procedures under applicable law for the initiation of Requests.
9.4 Settlement. The Bank is not obligated by this Master Agreement to honor, execute, or accept any Request. If Bank
elects to accept Requests issued by Customer, Customer agrees to settle for all Requests issued by Customer, Wire
Agent(s) or Requests otherwise made effective against Customer. Settlement shall be made by Customer to Bank in
any manner specified by Bank. Notwithstanding the foregoing, Bank is hereby authorized to charge the Authorized
Accounts designated by Customer as settlement for Requests issued by Customer. Customer shall designate the
Authorized Account(s) in the Wire Authorization. Customer shall maintain sufficient collected funds in the Authorized
Account(s to settle for the Request at the time that the Request is issued. Bank may, in its sole discretion, transfer
funds from an Authorized Account(s) in excess of the collected balance and thereby create an overdraft. In this event,
Customer shall promptly reimburse the Bank upon demand in the amount of the overdraft together with any interest
fees or charges which would otherwise be charged to Customer as a result of an overdrawn account based upon the
Deposit Agreement and fee schedules. If Bank elects to pay Customer’s account in the overdraft on any one or more
occasions, it shall not be considered a waiver of the Bank’s rights to refuse to do so at any other time nor shall it be
an agreement by the Bank to pay checks or other items in the overdraft. Bank shall have the right to charge other
accounts maintained by Customer with Bank that are not designated as an Authorized Account if Bank accepts the
Request and the designated Authorized Account does not have sufficient balances to settle for the Request. Bank
may process Requests in the order in which the Request is received and Bank may charge items, including settlement
for Requests, as received, notwithstanding resolution of issues by Bank.
9.5 Method of Issuance of Requests.
9.5.1 Issuance of Requests. Customer may issue written Requests in person, or electronically using Bank’s digital
system. Requests may only be executed on a “Business Day” which is Monday through Friday, excluding
Federal holidays. Requests received before the cut-off time established by Bank will be processed on
the same Business Day. Requests received on a non-Business Day or after the cut-off time on a Business
Day will be treated as being received on the next Business Day. The funds transfer cut-off time may be
obtained by contacting Bank. Bank may, at its option; record electronically all telephonic instructions
received by Bank from Customer without further notification and may retain such recordings for any
period of time selected by Bank. Customer consents to the recording of such telephone conversations.
Accordingly, Customer agrees on behalf of itself, its employees and agents that Bank may monitor and
record Customer’s telephone and electronic communications in connection with Service(s) at any time,
without further notice. Bank and Customer hereby agree that Bank may produce the telephonic or
electronic recordings or computer records as evidence in any proceedings brought in connection with the
Master Agreement and Customer hereby acknowledges the validity and enforceability of such telephonic
or electronic recordings. The decision of whether to record a particular conversation is within the Bank’s
discretion, and the Bank has no liability for failure to record.
9.5.2 Reverse Wires – Third Party Drawdown Requests. Bank is authorized to debit Customer’s account at Bank
in response to Bank’s receipt of any incoming Federal Reserve Type 1031 Drawdown Request for funds
(accept and/or execute “Reverse Wires”) originated by the Initiating Financial Institution named in Exhibit L,
Reverse Wire Transfer Agreement – Third Party Drawdown Authorization (“Reverse Wire Agreement”). An
Exhibit L is required for each Reverse Wire designated account. Reverse Wires are considered recurring
and remain in effect until cancellation notice is received in writing by the Bank and Bank has had a
reasonable opportunity to respond to the cancellation notice. Bank is not required to inquire as to or to
investigate the validity of the underlying wire transfer request at Initiating Financial Institution. Wire transfer
controls at the Initiating Financial Institution are the sole responsibility of the Initiating Financial Institution.
Customer assumes all the risks of improperly initiated reverse wire transfers by Initiating Financial
Institution. Bank is further authorized and instructed to transfer funds requested to the Initiating Financial
Institution for credit to the designated account named in the Reverse Wire Agreement, which account may
be an account of Customer OR a THIRD PARTY. Reverse Wires may only be executed on a “Business Day”
which is Monday through Friday, excluding Federal or Bank holidays. Reverse Wires received before the
cut-off time established by Bank will be processed on the same Business Day. Reverse Wires received on a
non-Business Day or after the cut-off time on a Business Day will be treated as being received on the next
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
27
Business Day. The funds transfer cut-off time may be obtained by contacting Bank. Customer and Bank
agree that the authenticity of Reverse Wires issued to Bank in Customer’s name will be verified pursuant to
the security procedures now or hereafter incorporated in the Federal Reserve Payment system, and that a
Reverse Wire so authenticated shall be deemed effective as Customer’s Reverse Wire if it is in Customer’s
name or purports to be in Customer’s name. Customer shall be obligated on a Reverse Wire in this case,
even though the Reverse Wire was not authorized by Customer. Customer recognizes that the Federal
Reserve payment system’s security procedures are not designed to prevent error. Bank is not responsible
for any error in any Reverse Wire.
9.5.2.1 Reverse Wire services are provided as an accommodation and convenience to Customer
9.5.2.2 In addition to, and without limiting the generality of, the indemnification provisions of this Master
Agreement, Customer shall be liable to the Bank for and shall indemnify and hold the Bank and its
affiliates and their respective officers, directors, employees and agents harmless from and against
any and all claims, causes of action, damages, expenses (including reasonable attorneys’ fees and
other legal expenses), liabilities and other losses arising or resulting from acts or omissions
arising out of or related to any transfer Bank believes in good faith to have been requested by the
Initiating Financial Institution in accordance with the Reverse Wire Agreement.
9.5.2.3 Reverse Wires cannot be stopped or reversed.
9.5.2.4 Customer may establish a maximum dollar limit for a Reverse Wire on Exhibit L.
9.6 Errors in Requests. All Requests must be provided to Bank, which may be required to be in a form prescribed by
Bank. Customer assumes the sole responsibility for providing Bank with accurate transaction information in the form
and format that Bank requires. If Customer provides Bank with a Request that is incorrect in any way, Customer
agrees that Bank may charge Customer’s accounts for the transaction whether or not the error could have been
detected by Bank. Customer agrees that Bank shall have no obligation to discover errors in Requests and shall
not be liable to Customer for errors made by Customer, including but not limited to errors made in identifying the
beneficiary, or an intermediary or beneficiary’s Bank, or for errors in the amount of the Request. Bank shall likewise
have no duty to discover and shall not be liable for duplicate Requests issued by Customer. In the event that
Customer makes an error or issues a duplicate Request, Customer shall indemnify, defend all claims, and hold Bank
harmless from any loss, damages, or expenses, including but not limited to attorneys’ fees, incurred by Bank as the
result of completion of the funds transfer.
9.7 Inconsistencies. If a beneficiary of a Request is identified by both name and account number, payment may be
made by Bank and by any other financial institution based on the account number even if the name and the account
number are not consistent or identify different parties. If an intermediary bank or a beneficiary’s bank is identified
on a payment order by both name and number, Bank and other financial institutions may rely on the number even if
the name and the number are not consistent or identify different parties. The Bank shall have no duty to detect any
inconsistency between the name and number contained in a Request and the Customer shall be responsible for
any inconsistencies. The Customer shall indemnify and hold the Bank harmless from and against any loss, liability,
expense or damage that the Bank may incur as a result of such inconsistency, including, without limitation, attorneys’
fees and expenses of litigation.
9.8 Amendments and Cancellations.
9.8.1 A Request may be canceled by the Customer, provided the cancellation instruction is received by the Bank,
and verified pursuant to the Wire Authorization in effect, at a time and in a manner affording the Bank a
reasonable opportunity to act prior to the Bank’s acceptance of the Request.
9.8.2 The Bank is not obligated to amend or cancel a Request after acceptance, but if in Bank’s sole discretion, it
agrees with Customer to do so, it may condition such amendment or cancellation upon compliance with the
Wire Authorization. Any cancellation of a Request by the Bank shall relieve the Bank of any obligation to act
on such Request. Any amendment of a Request by the Bank shall relieve the Bank of any obligation to act
on such Request in its un-amended form.
9.8.3 Customer acknowledges and agrees that after a Request has been accepted by the beneficiary’s Bank,
return of such funds must be authorized by the beneficiary and Bank has no responsibility to procure the
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
28
return of such funds. If Customer asks Bank to recover funds which Bank has already transferred, Bank shall
be under no obligation to do so. If Customer deposits with Bank an amount reasonably determined in
good faith by Bank to approximate the costs and expenses (including attorney’s fees) which Bank may incur
in attempting to recover the funds transferred, Bank may, in its sole discretion make an attempt to recover
the funds. In lieu of such a deposit, Bank may request Customer to provide a bond or other assurance of
payment reasonably satisfactory to Bank. Upon such deposit, or the supplying of such other assurance,
Bank may take such action as it deems reasonable under the circumstances, including, for example,
sending a request to reverse the transfer to any financial institution that received such funds. In no event,
however, shall the Bank be deemed to have guaranteed or otherwise assured the recovery of any portion
of the amount transferred, nor to have accepted responsibility for any amount transferred.
9.9 Rejection of Request. Bank reserves the right to, in its sole discretion, delay or refuse to process any requested
Service, including inbound or outbound transfers. Bank may do so for any reason or for no reason. Bank may
provide notice to Customer, but is not obligated to do so. Without limiting the foregoing, Bank may delay or refuse
processing, for example, if: (a) processing would or may exceed the available funds in Customer’s affected account;
(b) the Request is not authenticated to Bank’s satisfaction or Bank believes it may not have been authorized by
Customer; (c) the Request contains incorrect, inconsistent, ambiguous, or missing information; (d) processing would
or may involve funds which are subject to lien, security interest, claim, hold, dispute, or legal process prohibiting
withdrawal; (e) processing would or may cause a violation of any laws or rules applicable to Customer or to Bank;
or (f) for any other reason. In addition, Bank shall be excused from failing to transmit or delay in transmitting a
Request if such transmittal would result in Bank’s having exceeded any limitation upon Bank’s intra-day net funds
position established pursuant to present or future Federal Reserve guidelines or in Bank’s reasonable judgment
otherwise may violate any provision of any present or future risk control program of the Federal Reserve or any rule
or regulation of any other U.S. governmental regulatory authority. Customer agrees that Bank will have no liability to
Customer or to any other person for any loss, damage or other harm caused by or arising out of any such delay or
refusal.
9.10 Use of Correspondents, Agents, and Systems.
9.10.1 The Customer agrees that in executing any Request the Bank may make use of such correspondents,
agents and communication systems as it deems necessary or desirable to execute such Request. To the
fullest extent permitted by law (a) such correspondents, agents and systems shall be deemed to be agents
of the Customer and the Bank shall not be liable for any errors, negligence, suspension, or default of any
of them or for any failure to identify the beneficiary or any mistake in payment by any of them, and (b) the
Bank shall not be liable for any errors, mutilations, mis-delivery, or failure of delivery in the transmission of
any Request by such correspondents, agents and communication systems or for any suspension of any
means of communication or for any imposition of a censorship, exchange control or other restriction by
such correspondents, agents and communication systems, all such risk being borne by the Customer.
9.10.2 Each Request, amendment or cancellation thereof, carried out through a funds transfer system will be
governed by all applicable funds transfer system rules, whether or not the Bank is a member of the system.
Any Request or cancellation thereof may be transmitted by any financial institution by use of the funds
transfer system of the Federal Reserve Bank (“FedWire”). The rights and obligations of the Bank and the
Customer with respect to any Request, any part of which is carried out through the use of the FedWire,
will be governed by any applicable laws, the regulations of the Board of Governors of the Federal Reserve
System, and the operating circulars of the Federal Reserve Bank. The Customer acknowledges the Bank’s
right to reserve, adjust, stop payment, or delay posting of an executed Request is subject to the laws,
regulations, circulars, and rules described in this Subsection.
9.11 Compliance with Laws and Rules. Customer agrees to comply with all applicable laws, rules, procedures and
regulations with respect to the use of its accounts at the Bank and its use of the service described in this Master
Agreement. The Bank will comply with regulations issued by the U.S. Treasury’s Office of Foreign Assets Control
(“OFAC”). It shall be the responsibility of Customer to obtain information regarding such OFAC regulations. (This
information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from OFAC’s
home page site at www.ustreas.gov/ofac). If any Request is to a person or entity listed on OFAC’s list of Specially
Designated Nationals and Blocked Persons, by law the Bank shall not complete the transfer and shall “block” the
funds until such time that OFAC issues a written release to the Bank. Customer must provide the purpose of the
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29
Request to any OFAC sanctioned country, the list of which may change from time to time and notwithstanding, the
Bank may refuse the Request.
9.12 Unauthorized Transactions and Other Errors. The Customer shall notify the Bank of any discrepancy between the
Request and the related funds transfer, or of any unauthorized transaction or other error within 30 calendar days of
receipt or availability by Bank (whichever occurs first) of any statement of account relating to the Authorized Account.
If notification of an unauthorized transaction or other error is communicated orally, it shall be confirmed by Customer
promptly in writing. The Customer will be deemed to have received statements of account that are mailed by the
Bank five business days after such mailing. A copy of a completed Request is available upon request (additional
fees may apply). The Bank shall have no liability to the Customer for any loss or damage sustained by the Customer
arising out of any Request referenced in a statement of account for the Authorized Account and no legal proceeding
or action shall be brought by Customer against Bank to recover such loss or damage, unless (a) Customer shall
have given the written notice as provided for herein, and (b) such legal proceeding or action shall be commenced
within the period established by UCC 4A. Customer waives any right to seek or enforce payment of attorneys’ fees
related thereto. Failure to notify Bank within one year shall preclude Customer asserting the errors, unauthorized
transactions or irregularities against Bank. Notwithstanding the foregoing, Bank reserves the right to, in its sole
discretion, adjust transaction records for good cause after the expiration of said one year period.
9.13 International Requests. Requests to beneficiaries outside of the United States may be paid to the beneficiary in
the foreign currency of the country to which the funds are transferred. It is the responsibility of Customer to notify
the beneficiary that the funds originated in U.S. dollars may be paid to the beneficiary in the currency of the country
to which the funds are transferred at the Bank’s buying rate of exchange for funds transfers which may include
a processing fee. If a Request is returned, Customer agrees that the exchange rate for conversion of the foreign
currency into United States Dollars may differ from that used by Bank to process the initial Request.
9.14 Customer Cooperation. In the event that the Bank is lawfully entitled, under laws governing mistakes and
restitutions, to recover from any beneficiary all or any part of a Request made to such beneficiary hereunder,
Customer shall upon the Bank’s request but without expense to the Bank testify in any legal proceedings and
otherwise take any action necessary to assist or enable Bank to recover from such beneficiary. Customer hereby
consents to the Bank’s disclosure to government authorities of information concerning the Customer and transactions
under this Master Agreement that the Bank believes to be appropriate or necessary to fulfill legal recordkeeping and
reporting requirements.
9.15 Subject Rules and Regulations. Customer acknowledges that any Request executed by Bank will be subject to rules
and regulations applicable to payment orders, including recordkeeping and information transmittal requirement
under federal Bank Secrecy Act and its implementing regulations. Customer acknowledges and agrees that
Bank may capture and transmit information regarding a Request (for example, beneficiary’s name, address other
beneficiary identifies and beneficiary’s account number) as part of the processing of a payment order. Customer
agrees to assist Bank in connection with any requirements imposed on Bank fulfilling Bank’s obligations in this
regard.
9.16 Transactions with Banks. If the Customer is a Bank (as defined in UCC 4A), and under applicable law the Customer
is not deemed the originator of the order to which a Request relates, the Customer agrees to indemnify and hold the
Bank harmless for any loss or liability owed to such originator to the extent that such loss or liability would not have
been incurred if the Customer had been an originator.
9.17 Payment for Services. The Customer shall pay the Bank the charges for the services provided in connection with
this Master Agreement and fee schedules. All fees and services are subject to change upon notice from the Bank.
Customer shall be responsible for payment of, any sales, use, excise, value added, utility or other similar taxes
relating to such services, and any fees or charges provided for in the Deposit Agreement between the Bank and the
Customer with respect to the Authorized Account(s).
9.17.1 Customer agrees that use of Mobile Approval service may subject Customer to mobile carrier data and
usage fees in addition to any applicable Bank service fees.
9.18 Account Transfer Limitations. All transfers to and from an account will be subject to the terms and conditions
applicable to the account as set forth in the Deposit Agreement, including but not limited to transfer limitations. For
example, federal regulations limit certain types of transactions/transfers from a money market or savings account. If
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
30
Customer exceeds these limits, Bank may impose a fee, close or convert Customer’s account, limit Customer’s use
of the Funds Transfer Services, or any combination of the foregoing. In addition, there may be other transfer limits
addressed in the Deposit Agreement and Supporting Documents.
9.19 Provisional Credit. Customer acknowledges that credit for a payment order is provisional until the receiving financial
institution obtains final settlement. If final settlement does not occur, the originator of the payment order is not
deemed to have made payment to the beneficiary, and the beneficiary’s bank is entitled to a refund of the provisional
credit. Customer agrees that when Bank gives Customer credit for an incoming payment order, including but not
limited to, returned credited transactions or credit reversals, it is provisional until Bank receives final settlement for
the payment order. Bank may delay availability of provisional funds at its discretion. If Bank does not receive final
settlement, Customer must return the funds previously credited to Customer’s account to Bank, and the person
who sent the payment order will not be treated as having paid Customer. Bank may refuse to permit the use of any
amount credited for an incoming payment order, including but not limited to a debit entry or credit reversal if Bank
believes in its sole discretion that there may not be sufficient funds in Customer’s account to cover chargeback or
return of such transaction.
9.20 Availability. Bank may cause the Funds Transfer Service to be temporarily unavailable to Customer, either with
or without prior notice, for security or other reasons, and Customer acknowledges that factors beyond Bank’s
reasonable control, such as telecommunications failure or equipment failure, may also cause the Funds Transfer
Service to be unavailable to Customer. In such event, Customer must make alternative arrangements for scheduled
transactions and Customer will be responsible for maintaining procedures and facilities to enable Customer to do so
if the Funds Transfer Service is unavailable to Customer.
Article10 Disclaimersby Bank
The following DISCLAIMERS apply to all Services covered by this Master Agreement, unless a contrary provision herein
applicable to a particular Service provides differently, in which case the contrary provision will control.
10.1 The flow of data to or from Bank’s network and other portions of the Internet is, in large part, dependent upon the
performance of Internet and transmission services provided or controlled by third parties. Actions or inactions of
such third parties can impair or disrupt your connections to the Internet (or portions thereof). Bank does guarantee
that such events will not occur, and expressly disclaims any and all liability resulting from or related to such events.
Without limiting the generality of the foregoing, in no event will Bank be liable for any damages (whether in contract
or in tort) attributable to the public Internet infrastructure, your ability to connect to the Internet, or Bank’s ability to
connect to the Internet on your behalf.
10.2 Bank will not be responsible for any liability, loss, or damage resulting from legal constraint, interruption of
transmission or communication facilities, equipment failure, war, emergency conditions, other acts of any third party
or other circumstances beyond Bank’s control, acts of God, fire, floods, adverse weather or atmospheric conditions
or other catastrophes, war, sabotage, riots, acts of public enemy, acts of federal or state governmental authorities,
labor difficulties, or delays or failures to act by you or third parties and their personnel, criminal acts or generally any
other cause reasonably beyond Bank’s control. Without limiting the generality of the foregoing, Bank will be excused
from failing to transmit or delay in transmitting a request if such transmittal would result in Bank’s having exceeded
any limitation upon its intraday net funds position established pursuant to present or future Federal Reserve Board
guidelines or a violation of any provision of any present or future risk control program of the Federal Reserve Board
or other federal or state governmental authority having jurisdiction over Bank.
10.3 Nothing in this Master Agreement will be construed as relieving Customer of its normal due diligence responsibilities
regarding the examination of account statements and individual transaction reports to detect exceptions outside the
scope of the Service provided to Customer hereunder. Bank will not be liable for any loss arising from Customer’s
failure to exercise due diligence.
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31
Article 11 Warranty Limitations; Limitations on Bank’s Liability; Indemnity
The following LIMITATIONS AND INDEMNITY PROVISIONS apply to all Services covered by this Master Agreement, unless a
contrary provision herein applicable to a particular Service provides differently, in which case the contrary provision will control.
11.1 Warranty Limitations.
11.1.1 The Services will be provided by bank on an “as is” basis.
11.1.2 Except as expressly set forth in this Master Agreement, Bank makes no, and hereby disclaims any and all,
representations or warranties, express or implied, in law or in fact, whatsoever to you or to any other person
as to the Services or any aspect thereof, or any computer hardware, software, or equipment furnished
by or through bank for use in connection with the services, including (without limitation) any warranty of
merchantability, fitness for a particular purpose, quality, accuracy, or suitability.
11.1.3 No oral or written advice or representation obtained from any bank employee or representative will create
a warranty or representation for purposes of this master agreement or any services to be performed
pursuant hereto.
11.2 Limitations on Liability of Bank. To the fullest extent allowed by law:
11.2.1 Bank will be responsible only for its gross negligence or willful misconduct in the performance of the
Services to which you subscribe, and will not be responsible for your acts or omissions (including, without
limitation, the amount, accuracy, timeliness of transmittal or authorization of any entry received from
customer) or those of any other person, including, without limitation, any Federal Reserve Bank, ACH
operator or transmission or communications facility, any receiver or RDFI (including, without limitation, the
return of any Entry by such receiver or RDFI), and no such person will be deemed Bank’s agent. Customer
agrees to indemnify Bank against any loss, liability or expense (including attorneys’ fees and costs) resulting
from or arising out of any claim of any person that Bank is responsible for any act or omission of Customer
or any other person described in this Section 11.2.1.
11.2.2 Bank will not be responsible or liable to you or to any other party for consequential, indirect, special
exemplary, punitive or incidental damages arising out of the use by you of any service even if you, financial
institution or financial institution’s service provider have been specifically advised of the possibility of such
damages.
11.2.3 Bank’s liability to you under this Master Agreement will be limited to correcting errors resulting from Bank’s
gross negligence or actions not taken in good faith. Without limiting the generality of the foregoing, in no
event will Bank be liable to you for an amount greater than the fees actually paid by you and received by
Bank in connection with this Master Agreement during the six (6) month period immediately preceding the
date on which the claim first accrued, whether or not you became aware of the claim on such date.
11.2.4 Without limiting the generality of the foregoing provisions, and in addition to the force majeure provisions in
Section 10.2, Bank will be excused from failing to transmit or delay in transmitting an entry if such transmittal
would result in Bank’s having exceeded any limitation upon its intra-day net funds position established
pursuant to present or future federal reserve guidelines or in bank’s reasonable judgment otherwise would
violate any provision of any present or future risk control program of the Federal Reserve or any rule or
regulation of any other federal or state governmental regulatory authority.
11.2.5 Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay will be
calculated by using a rate equal to the average federal funds rate at the Federal Reserve Bank of New York
for the period involved. At bank’s option, payment of such interest may be made by crediting the account.
The Bank shall not be responsible for customer’s attorney’s fees.
11.3 Indemnification and Liability; Third Party Claims. Customer hereby indemnifies Bank and each of its affiliates
and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each and
“Indemnified Party” and, collectively, the “Indemnified Parties”) for, and holds each of the Indemnified Parties
harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including
reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, this
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
32
Master Agreement, including all actions, causes of action, claims, damages, liabilities and expenses arising out of,
related to or resulting from:
11.3.1 Customer’s:
11.3.1.1 Failure to report required changes;
11.3.1.2 Transmission of incorrect data to Bank;
11.3.1.3 Failure to maintain compliance with the Rules;
11.3.1.4 Destruction of original Checks other than as required hereunder;
11.3.1.5 Deposit of an electronic representation of a substitute check into an Account instead of an
original Check;
11.3.1.6 Deposit of a Prohibited Check; or
11.3.1.7 Breach of any of Customer’s warranties, representations and/or obligations under this Master
Agreement or any other agreement between Customer and Bank, including, but not limited to, the
Deposit Agreement.
11.3.2 Except in the case of damages solely and proximately caused by Bank’s gross negligence or willful
misconduct, Bank’s:
11.3.2.1 Provision of any Service;
11.3.2.2 Action or inaction in accordance with, or in reliance upon, any instructions or information received
from any person reasonably believed by Bank to be an authorized representative of Customer
11.3.3 The terms of this Section 11 will survive the termination of this Master Agreement.
Article 12 Dispute Resolution
Customer and Bank desire to resolve quickly and efficiently any DISPUTES that might arise between them with regard to this
Master Agreement. For any controversy, claim or judicial action arising from or relating to the this Master Agreement or any
agreement, transaction or conduct related to this Master Agreement, whether sounding in contract, tort or otherwise:
12.1 Where an action is pending before a court of any judicial district of the State of California, Customer and Bank
shall each have the right to require that all questions of fact or law be submitted to general reference pursuant to
California Code of Civil Procedure Section 638 et seq., and any successor statutes thereto.
12.1.1 A single referee who is a retired superior court judge shall be appointed by the court pursuant to Code of
Civil Procedure Section 640 and shall preside over the reference proceeding. If Customer and Bank do
not agree upon the referee, each of them may submit to the court up to three nominees who are retired
superior court judges.
12.1.2 If Customer and Bank do not agree on how the payment of the referee’s fees and expenses will be shared,
the court may apportion such fees and expenses between Customer and Bank in a fair and reasonable
manner that is consistent with Code of Civil Procedure Section 645.1.
12.1.3 Customer and Bank shall be entitled to discovery, and the referee shall oversee discovery and may enforce
all discovery orders in the same manner as any trial court judge.
12.1.4 The referee’s statement of decision shall contain written findings of fact and conclusions of law, and the
court shall enter judgment thereon pursuant to Code of Civil Procedure Sections 644(a) and 645. The
decision of the referee shall then be appealable as if made by the court.
12.1.5 No provision of this section shall limit the right of any party to exercise self-help remedies, to foreclose
against or sell any real or personal property collateral or to obtain provisional or ancillary remedies, such as
injunctive relief or appointment of a receiver, from a court of competent jurisdiction before, after, or during
the pendency of any reference proceeding. The exercise of a remedy does not waive the right of either
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33
party to resort to reference.
12.2 Where a judicial reference proceeding is pending before a California court or where an action is pending before a
court of any judicial district other than a judicial district of the State of California, Customer and Bank each waive any
right it may have to a jury trial.
12.3 This Master Agreement will be construed in accordance with and governed by the laws of the State of California.
Article 13 Additional Provisions
The following sections apply to all Services covered by this Master Agreement, unless a contrary provision herein applicable to
a particular Service provides differently, in which case the contrary provision will control.
13.1 Scope of Agreement. This Master Agreement and the related agreements governing your deposit account are the
complete and exclusive statement of the agreement between Bank and you with respect to the Services.
13.1.1 In the event of any inconsistency between the terms of this Master Agreement and your deposit account
agreement, the terms of this Master Agreement will govern unless the Law otherwise provides.
13.1.2 If performance of the Services provided herein in accordance with the terms of this Master Agreement
would result in a violation of any present or future Law, then this Master Agreement will be deemed
amended to the extent necessary to comply with such Law, and Bank will incur no liability to you as a result
of such violation or amendment.
13.1.3 This Master Agreement is not for the benefit of any other person and no other person will have any right
against Bank or you hereunder.
13.2 Vendors. The Services to be provided by Bank under this Master Agreement can be provided through an
independent third party service provider (“Vendor”) selected by Bank.
13.2.1 Such Vendors are independent contractors providing software and data transmission services and are not
the agent of you or Bank.
13.2.2 Provided that Bank was not negligent in the selection of a Vendor to provide one or more of these Services,
Bank will not be responsible for the actions or omissions of the Vendor.
13.3 Audio Recording. Bank may, in its sole discretion at such times at it deems appropriate, record by audio recording
device any telephone call relating to a request.
13.4 Data and Information Supplied by You. You will transmit or deliver data and other information in the format and on
the media required by Bank with regard to the respective Services.
13.4.1 You will have the sole responsibility of ensuring the accuracy and correctness of the data transmitted, and
understand that Bank will not have any obligation to examine the data for correctness and Bank will not
have any responsibility for detecting errors in the data transmitted by you.
13.4.2 The data transmitted by you must be legible, correct and complete. Bank will not process, and Bank will
not be liable to you for failure to process, the data if it is not in the format specified by Bank or if the data is
incomplete.
13.4.3 Bank will not be liable for errors or omissions caused by data that is rejected as the result of your failure to
provide the data in accordance with the standards specified in the Master Agreement.
13.5 Privacy/Information Sharing.
13.5.1 Our obligations under this Master Agreement are subject to the provisions of our Bank of Marin Privacy
Policy and in effect from time to time, which provisions have been separately disclosed to you.
13.5.2 You agree to hold confidential and to use only in connection with the Service provided under this Master
Agreement all information furnished to you by Bank or by third parties from whom Bank has secured the
right to use the Service, including, but not limited to, Bank’s product and service pricing structure, system
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34
design, programming techniques or other unique techniques.
13.6 Amendments.
13.6.1 Bank may modify or eliminate any of the provisions of, or may add provisions to, this Master Agreement
(collectively, an “amendment”), including, without limitation, the fees and charges for Services or any
supplemental agreement at any time in its sole discretion by giving written notice to you at least thirty (30)
days prior to the date the amendment will become effective, unless Bank reasonably determines that a
shorter, or no, advance notice is necessary to protect Bank or you from a significant exposure to loss.
13.6.2 Your continued use of the Services after an amendment becomes effective will constitute your agreement
to such amendment.
13.6.3 No amendments requested by you will be effective unless received in writing by Bank and agreed to by
Bank in writing.
13.7 Termination.
13.7.1 Without cause, either you or Bank may terminate this Master Agreement or any Service at any time upon
giving at least thirty (30) days prior written notice of the termination to the other party.
13.7.2 You or Bank may terminate this Master Agreement or any Service at any time and immediately upon giving
written notice of the termination to the other party if the other party:
13.7.2.1 Ceases to conduct its business in the ordinary sense;
13.7.2.2 Has any substantial part of its property become subject to any levy, seizure, assignment or
application for sale for, or by, any creditor or government agency;
13.7.2.3 Is a party to an acquisition;
13.7.2.4 In the reasonable judgment of the party seeking termination, experiences an adverse change in
its financial condition or business which impairs the ability of such party to perform its obligations
under this Master Agreement;
13.7.2.5 Fails to perform its obligations under this Master Agreement or commits a material default under
any other agreement between the parties; or
13.7.2.6 Any material warranty or representation proves to be false or misleading.
13.7.3 Bank may terminate this Master Agreement or any Service at any time and immediately upon giving written
notice of the termination to you if you:
13.7.3.1 You or we close your Account(s); or
13.7.3.2 Even if you have not breached this Master Agreement or any of the Services, Bank reasonably
determines that there has been no service activity for a period of six months or more, you have
abused the Service or Bank believes that it is likely to suffer a loss or other damage if this Master
Agreement and/or applicable Service is not terminated.
13.7.4 Regardless of which subsection of this Section 13.7 is the basis for termination of this Master Agreement or
a Service, Bank is authorized, but not required, to consummate payments or transfers authorized prior to
the effective date of the termination.
13.7.5 Bank’s election to terminate this Master Agreement and/or any applicable Service is in addition to any and
all other remedies that may be available to Bank and will not affect any obligations you may have to Bank.
Any reinstatement of the Service under this Master Agreement and/or any applicable Service will be at
Bank’s sole discretion.
13.7.6 Upon termination of this Master Agreement and/or any applicable Service, any property or rights of a party
in the possession of the other party, tangible or intangible, will be returned to owner thereof within ten (10)
days after the later to occur of (i) termination of this Master Agreement or any applicable Service or (ii) the
last date that such party receives any such property or rights.
13.7.7 Upon termination of this Master Agreement or any Service you will:
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13.7.7.1 Promptly pay to Bank all sums due or to become due under this Master Agreement; and
13.7.7.2 Have no further right to make use of the Service or any system or software which may have been
provided in connection with the Service.
13.8 Ownership of Website. The content, information and offers on our website are copyrighted. The unauthorized
reproduction or distribution of any portions of our website beyond the use, etc., expressly contemplated in this
Master Agreement is prohibited without our express written permission.
13.9 Web-linking Practices. Bank may provide access to information, products or services offered on other third party
web sites. Bank is not responsible for, nor does control, the content, products, or serviced provided by linked sites.
Bank does not endorse or guarantee the products, information or recommendations provided by linked sites, and
is not liable for any failure of products or services advertised on those sites. In addition, each third party site may
provide less security than Bank and have a privacy policy different than that of Bank. Your access, use and reliance
upon such content, products or services is at your own risk.
13.10 Geographic Restrictions. The Services described in this Master Agreement and any application for credit, deposit
services, and brokerage services available at our web site are solely offered to citizens and residents of the United
States of America residing within the United States of America. The Services may not be accessible outside the
United States of America.
13.11 Deposit Account Agreement. You acknowledge and agree that your demand deposit account maintained with
Bank is an integral part of the Services offered by Bank and that all transactions and Services initiated or processed
pursuant to this Master Agreement are subject to the terms and conditions your Deposit Account Agreement. The
terms and conditions of this Master Agreement will control over any inconsistent terms and conditions of the Deposit
Account Agreement.
13.12 The terms and conditions of this Master Agreement will be governed by and construed in accordance with the laws
of the State of California, without regard to its conflict of law provisions and without regard to your state of residence.
13.13 Financial Information and Audit. Bank may from time to time request information from Customer in order to evaluate
a continuation of certain Service(s) to be provided by Bank hereunder and/or adjustment of any limits set by this
Master Agreement. Customer agrees to provide the requested financial information promptly upon request by Bank,
in the form required by Bank. Customer authorizes Bank to investigate or reinvestigate at any time any information
provided by Customer in connection with this Master Agreement or the Remote Deposit Service and to request
reports from credit bureaus and reporting agencies for such purpose. Upon request by Bank, Customer hereby
authorizes Bank to enter Customer’s business premises for the purpose of ensuring that Customer is in compliance
with this Master Agreement and Customer specifically authorizes Bank to perform an audit of Customer’s operational
controls, risk management practices, staffing and the need for training and ongoing support, and information
technology infrastructure. Customer hereby acknowledges and agrees that Bank will have the right to mandate
specific internal controls at Customer’s location(s) and Customer will comply with any such mandate. In addition,
Customer hereby agrees to allow Bank to review available reports of independent audits performed at Customer
location related to information technology, the Remote Deposit Service and any associated operational processes.
Customer agrees that if requested by Bank, Customer will complete a self-assessment of Customer’s operations,
management, staff, systems, internal controls, training and risk management practices that would otherwise be
reviewed by Bank in an audit of Customer. If Customer refuses to provide the requested financial information, or if
Bank concludes, in its sole discretion, that the risk of Customer is unacceptable, or if Customer refuses to give Bank
access to Customer’s premises, Bank may terminate the certain Service(s) according to the provisions hereof.
13.14 Headings. The headings and captions contained in this Master Agreement are included only for convenience of
reference and do not define, limit, explain, or modify this Master Agreement or its interpretation, construction, or
meaning.
13.15 Severability. The holding of any provision of this Master Agreement as invalid, illegal, or unenforceable, in whole or in
part, will not affect the other provisions of this Master Agreement, which will remain in full force and effect.
13.16 Waiver. No waiver by Bank (whether or not in writing) of any term, condition, or obligation of you under this Master
Agreement will bind Bank to waive the same term, condition, or obligation again, nor will any other provision,
condition, term, or obligation hereof be affected by such a waiver.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
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13.17 Use of Trademarks. Customer may not use Bank’s name or trademarks without the express written consent of Bank.
If Customer is permitted to use any of Bank’s name, trademarks or promotional materials, Customer will not indicate
directly or indirectly that Bank endorses, or is connected in any way with, any of Customer’s goods or services.
13.18 Transfers and Assignments. You cannot transfer or assign any rights or obligations under this Master Agreement
without Bank’s written consent. Bank may assign its rights and delegate its duties under this Master Agreement to a
party affiliated with Bank or to any other party.
13.19 Customer’s Use of Services Rendered by Others. Customer may be using special equipment, services or software
provided by a third party to assist it in processing Checks or otherwise performing Customer’s obligations, hereunder
(each a “Third Party” and, if more than one, “Third Parties”).
13.19.1 Customer will provide at least 10 days advance written notice to Bank in the event it uses any such Third
Party.
13.19.2 Customer agrees that any Third Party is acting as Customer’s agent in the delivery of Checks, Files and
other information to Bank, and Customer agrees to assume full responsibility and liability for any failure of
that Third Party to comply with this Master Agreement.
13.19.3 Customer is solely responsible for maintaining compliance with the requirements of any Third Party,
including obtaining any software updates. Bank will not have any responsibility for any Check or File
handled by a Third Party until that point in time when Bank accepts and approves a Check or File from such
Third Party for processing.
13.19.4 Bank will not be liable for any losses or additional costs incurred by Customer as a result of any error by a
Third Party or a malfunction of equipment provided by a Third Party.
13.19.5 This § 13.19 does not apply to the use of a Service Provider in connection with ACH transactions. Rather, the
provisions of § 2.24 will apply to such use.
13.20 Notices, Instructions, Etc.
13.20.1 Except as stated herein, Bank will not be required to act upon any notice or instruction received from
Customer or any other person, or to provide any notice or advice to Customer or any other person with
respect to any matter.
13.20.2 We may deliver to you any required disclosures and other notices concerning these Services or your
Accounts by electronic mail or other appropriate electronic means in accordance with Bank’s Electronic
Statement Delivery Authorization and Agreement.
13.20.3 Except as stated herein, any written notice or other written communication required or permitted to be
given under this Master Agreement will be delivered or sent, if to Customer, by US mail at the address of
Customer on the books of Bank and if to Bank, by US mail or electronic mail at a Bank of Marin, Box 2039,
Novato, CA 94948-2039, unless another address is substituted by notice delivered or sent as provided
heron. Except as otherwise stated herein, any sent by Bank will be deemed given when sent, and any
notice sent by Customer will be deemed given when received.
13.20.4 Bank will be entitled to rely on any written notice or other written communication believed by it in good
faith to be genuine and to have been signed by an authorized representative of Customer, and any such
communication will be deemed to have been signed by such person. Such notice will be effective on the
second Business Day following the day received by Bank.
13.21 Cooperation in Loss Recovery Efforts. In the event of any damages for which Bank or Customer may be liable
to each other or to a third party pursuant to the services provided under this Master Agreement, Bank and
Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in
performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to
defend or elects to pursue against a third party.
MASTER TREASURY MANAGEMENT SERVICES AGREEMENT
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13.22 Customer Conduct. Customer agrees not to use the Services or the content or information in any way that
would: (i) infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity
or privacy; (ii) be fraudulent including, but not limited to, use of the Service to impersonate another person or
entity; (iii) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export
control, consumer protection, unfair competition, anti-discrimination, false advertising or illegal Internet
gambling); (iv) be false, misleading or inaccurate; (v) create liability for Bank or its affiliates or service providers,
or cause Bank to lose (in whole or in part) the services of any of its service providers; (vi) be defamatory, trade
libelous, unlawfully threatening or unlawfully harassing; (vii) potentially be perceived as illegal, offensive or
objectionable; (viii) interfere with or disrupt computer networks connected to the Service; or (ix) use the Service
in such a manner as to gain unauthorized entry or access to the computer systems of others. Without limiting
the generality of the foregoing, Customer agrees not to: (a) make any part of the Services available, or
allow use of any Service, in a computer bureau service business, or on a timesharing basis; or (b)
otherwise disclose or allow use of any part of the Services by or for the benefit of any third party,
without Bank’s express written permission and potentially subject to Customer’s acceptance of
supplemental terms as may be required by Bank.
EXHIBIT A - Master Treasury Management Services Agreement 12/22
EXHIBIT A – MASTER TREASURY
MANAGEMENT SERVICES AGREEMENT
I am an authorized representative of the organization specified below (“Company”). Company has received the Master
Treasury Management Agreement (“Master Agreement”) and agrees to adhere to the Master Agreement from Bank of
Marin (“Bank”).
After I sign below on behalf of Company, the Company may from time to time request Bank to provide any of the Services
described in the Master Agreement. Company may begin to use any such Service once Bank has approved such use and
has received all required and properly executed forms and Company has successfully completed any testing or training
requirements.
I warrant that Company has taken all action required by its organizational or constituent documents to authorize me to execute
and deliver on behalf of Company this Agreement Form and any other documents Bank may require with respect to a Service.
I am authorized to enter into all transactions contemplated by the provision of Services to Company. These may include, but
are not limited to giving Bank of Marin instructions with regard to Services and designating employees or agents to act in the
name and on behalf of Company.
I understand that from time to time, Bank may introduce new Services by updating this Agreement and notifying Company of
new services. I agree to be bound by the updated terms and conditions of this Agreement, and understand that they will apply
to the new Service if Company uses it.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized officers.
CUSTOMER AUTHORIZATION – PRINCIPAL(S) AND AUTHORIZED SIGNER OF THE ACCOUNT(S)
CUSTOMER ADDRESS:
PHONE NUMBER: EMAIL:
CITY: STATE: ZIP:
CUSTOMER’S BUSINESS NAME:
PRINT NAME: TITLE: DATE:
CUSTOMER AUTHORIZED SIGNATURE (OWNER/PRINCIPAL):
PRINT NAME: TITLE: DATE:
CUSTOMER AUTHORIZED SIGNATURE (OWNER/PRINCIPAL):
SIGNATURE:
SIGNATURE:
BANK OF MARIN USE ONLY
TREASURY MANAGEMENT OFFICER:
BUSINESS SERVICES ASSOCIATE:
DATE:
DATE:
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