2002-010 SouthTrust Bank Night Depository AgreementRESOLUTION 10-2002
•
A KESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGF, CLERK
TO ENTER 1NT0 A NIGHT DEPOSITORY AGREEMENT WITH SOUTH7RUST BANK
A7"1'ACHEU AS EXHIBIT "A", WH[CH AGREEMENT AUTHORIZF,S THE VILLAGF. OF
NORTH PALM BL'ACH TO UTILIZE SOUTHTRUST BANK'S NIGHT DEPOSITORY BOX;
ANll, PROVIDING FOR AN EFFECTIVE DATE.
};}? IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA:
Section 1. 7'he Village Council of the Village of North Palm Beach, Florida, does hereby
approve the Night Depository Agreement with SouthTrust Bank attached as Exhibit "A", which
agreement authorizes the Village of Nor[h Palm Beach, Florida, to utilize SouthTrust Bank's Night
llepository I3ox.
Section 2. The Village Council does hereby authorize and direct the Mayor and Village Clerk
to execute the Night Depository Agreement set forth in Exhibit "A" for and on behalf of the Village
of North Palm Beach.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 28th DAY OF FEBRUARY, 2002.
(Village Seal)
MAYOR
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• SOUTHTRUST BANK
NIGHT DEPOSITORY AGREEMENT
T}IIS NIGHT DEPOSITORY AGREEMENT (this 'Agrcement') dated as of December 28 2001 is made by
and between SOUTHTRUST BANK (the 'Bank') and VILLAGE OF NORTH PALM BEACH
(the 'Depositor'), a (check one oN~) ~xle proprietorship ®corporation ~ generol partnership ^ limixd partnership O limircd liability partnership
~limi«d liabiliry company ~ public coryoration or other governmental amity unincorporated tanprotit association ~ wst (churches ody)
religious sociay (Mississippi oNy) organized under the laws of Ne sate/Commonwealth of
WHEREAS, Depositor dcs'ues permission [o ux Bank's after-hours depository facility (the 'night depository') for Ne puryoxs provided in this
Agrcement and Bahr is willing m permit Depositor to uu the night deposirory and to provide Ne related xrvicet xt forth in Nu Agr«mcnt, but solely on Ne
terms and conditions and for Ne compensation conained in Nu Agr«ment;
NOW, THEREFORE, in consideration oC the muNal promixs conained in this Agreement, and for other valuable considerotbn, «ceipt of which u
hcrcby acknowledged, Bank and Depositor do hereby each agree Nat the following provisions will govern Depositor's ux of Ne night depository:
The Branch.
(A) Depositor may ux Ne night depository pursuam to Nu Agreement to mate deposits to Ocposeor's accoum number(s)
70648099 , (each, an 'Aaoum') wiN Bank at Bank's
North Palm OfFice branch (Ne 'Branch). A71 notices m or coRlalunlcatioat wiN Bank
hereunder will be made to Bank at iu address xt forty below iu signature to Nis Agrcement or a[ such oNer address a Bank may desigtnte from time [o time.
(B) IC Depositor uus Ne night depository at any branch of Bank other Nan Ne Branch, ar at any agcm bank of Bank, Nc «t[sss of
Nis Agr«ment wJl apply noncthcless to such deposit except Nat Depositor wei be mere [respasur and rot a licensee uNcss and ante Bank removes Ne depose
from Ne night depository and decides to treat Ne deposit as being wbject to paragraph 7 of Nis AgreemeN. For purpoxs of Nis Agr«tncot, Nc 'Branch' u Nc
Drench designated above or hereafter by Depositor, references to 'Bank' also include Ne Branch, and a 'Banking Day' is a day on which Nc Bank is open to Ne
public for carrying on substantially all oC its business, other Nan Saturday, Sunday, or a federal holiday.
Ihposit to Ni¢ht IXDOSitorv.
(A) Each deposit placed in Ne night depository shall be contained oNy in Ne following type of bag (whether one or more, a 'Bag'
or Nc 'Bags') (check one or boN):
(1) ®a securely locked special bag provided by Bank.
R) ~ a secured, dkposable bag approved Dy Battk. Depositor hereby authorizes Bank to accept disposable bags for ux in Ne
night depository. Bank may, but is not obligated to, accept any disposable bag which has been opened or is othenvix i«egular in appearoncc, and press Ne
contents Hereof (if applicable), regardless of whether or not any envelope conained m such disposable bag Das been opened or u othcrwix irregular in
appearance.
(B) The Bag wet not contain any property whatsoever other Nan (i) currency, coins, checks and oNm negotiable instrvmcnts owrrd
by Depositor Nat Depositor in«nds to deposit to an Account and (ii) a deposit slip or slips for such depose Nat designate Ne Accoum to which each deposit
should be made. Depositor reprexnts and wartants to Bank wiN respect to ail deposes made under Nis Agreement Nat: (0 Dcpos'vor will have carefully
collected and counted all currency, coins, checks and other negoiable instmtrants wntained in each Bag; (h) each Bag is clearly marked by Depositor wiN iu
name, address and Ne appropriate Accoum number; and (ii) each Bag includes a wrinen memorandum or depose slip xtting foM Ne iMividual amounu of Ne
contents of Ne Bag and Ne soul dollar amount being delivered for depose.
(C) Depositor hcrcby approves Ne design of Ne night depository and expressly acknowledges Nat Ne night depository m«u
Depositor's ucurity requ'vemems. Depositor agrees not to make or ux any key Cor opening Ne night depository except Nou mpplied by Bank, and Drposaor
agrees to «pon Ne loss oC any such key immediately [o Bank. Deposior wBl take all appropriate precatstbris, and wW dtue tls o[[kers, employees and
agents to take all appropriate precautbas, 8n plactog any Bag hs We sight depostlory to astute that We Bag leaves the recepade and drops down Ne
depostl chute mto the depository sate and to prevent ursauthorized person from tampering wtlh the rslght depostlory as a result of Depostlor's ttu of Ne
Wght depostlory, inducting opening the depostlory door a second time to make certain that We Bag has fallen down We depose chore, locking the eight
depostlory, svtlhdrawing the key, end performing all other raatbtsary measures as orgy be appropriate order the Hrcumstances.
3. Ux of Night Deoositorv. Depositor wBl ux Ne night deposeory to (check one or boN, as applicable):
(A) ^ store deposits m the Wght depostlory overtsight for retrieval or deposit to m Accomt oo the next Bankksg Day by
Depostlor or an authorized night depostlory agent of Deposkor (a 'Night Depostlory Agent'T. Deposbor hcrcby auNorizes Bank m remove Nc Bag from Ne
night depository and hold Ne Bag until Deposiror or a Night Depository Agent toll«ta Ne Bag. Depositor expressly agrees Na[ m Ne tutor Ne Bag shall na
~ave been locked, if a bank bag, or shall rat have been eompleuly xaled, if a disposable bag, when removed from Ne night deposeory by Bank, Bank's
endings and records wiN rasp«t to (i) Ne prexnce in, or abxnce from, Ne night drpository of Ne Bag, and (ii) Ne eoruents of any such Bag, shag be
conclusive and binding upon Depositor. The foregoing xntence is in addition m and not in limiution of subparagraph (C) below. Depositor or a Nght
Depository Agent wBl collect Ne Bag and Ne coments NereoC from Ne Branch to later Nan rtoon on Ne Banking Day after a deposit u made by Depositor in Ne
night depository, and will identify and claim Ne Bag and deliver a receipt NereCor to Bank.
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(B) ® leave deposits La the night deposHory for processk[g by Bank for depos@ to an Attounl. Deposhor hereby aurhoraes
Bank to perform the following urvkes for Depositor upon removal of any Bag from the night depository:
(1) To open the Bag and process the contents Ihercof on the lust Banking Day following receipt of Ne Bag N the night
depository: and
• 2) To process the deposits conuined in the Bag end accepted by Bank hereunder (except as otherwise czpressly provided
N the appropnate Receipt for Bags and Keys to Night Depository and to Bags) for crediting to the designated Account in the amoum of such deposits on the
Banking Day on which the Bag is removed Crom [he night depository and opened by Bank, including any check or other instrument whkh is a part of such
deposit and which is marked 'payment in full' or simdar language. -
If neither subparagraph (A) nor (B) above is checked, Depositor agrees a be boutM by Ne «[ms of subparagraph (A)
(C) Depositor czpressly agrees to accept as foul and conclusive Bank's records «garding Ne amount and type oC coins, currency,
checks and other instmmcnts and oNer properly oC Depositor, if any, which were in each Bag when removed Crom the night depository and opened by Bank,
Depositor funkier agrees that all depositor made under Nia Agreement w01 be subject to the «rms of Ne account agreement between Ikposhor and Bank for each
Account (each, an "Account Agreement'), including, without limiution, Bank's Rules and Regulatioro Govcming Deposit Accounts, as may be changed Crom
time to iune.
4. The Authorized reunu[ives.
A) The tea reprexnutives of Depositor (Ne 'Audtor'tzed Repreu rives') for purpous of thi greement arc the following;
Signamr Signature:
Name: D Name: -~~~~~NrrnF-
Title: Tide: '] L
Signature: Signature:
Name: EDWARD M EISSE Name:
Title: IC YOR Tide:
Signature: ~ Signature:
Name: N W Name:
Tiuc: VII LAGS MANAGER Title;
Depositor shall notify Bank in writing on the official letterhead su[ionery of Depositor of any addition or deletion of an Authorized Repreunva[ive, as provided in
subparagraph (C) below.
(B) Depositor hereby authorizes each Auhorized Repreunutive to act on its behalf from Tune to time a: (i) change Ne designation
of the Branch; (ii) request the addition or deletion of one or more branches to this Agrcemenp (iii) idenvi(y, ceniCy the signature oC, or add or delc« any Night
Depository Agcnr, (iv) sign one or more Night Depository Agent cards as 'Company's Authorized Signature'; (v) sign any addendum to or amendment of this
Agrecmenq and (vi) tend notices to Bank.
(C) Depositor may add or delete any Authorized Repreunutive upon written notice to Bank on letterhead sutionery of Deposkor,
which notice shall include [he mme and title of Ne deleted Authorized Repreuntative or Ne mme and tide of Ne propoud additional Authorized Reprcuma[ive
and be duly signed by two Authorized Repreuntatives, oNer than any one being deleted, and by the propoud additional Authorized Repreunutive; top vided, if
there is oNy one Authorized Repreuntative other than the one who is being deleted, ody the signaNre of Ne one remaining Authorized Repreunutive is
required. The addition or deletion of any Authorized Repreunu[ive wdl be effective as of the Banking Day following die Banking Day on which Bank accepts
such notice. It any Authorized Repreunutive whom Depositor propoxs to delete is the "Company's Authorized Signature' xt forth on Ne Night Deposhory
Agem card Cor the Account, another Authorized Reprexnutive will sign a Nigh[ Depository Agent card for the desigmted Aeeoum as 'Company's Authorzed
Signature' immediately upon Bank's «ques[.
5. The Nieht Dcpositorv Aaems.
(A) Depositor desigrn«s its Night Deposkory Agem Cor purpoxs of this Agrecmenv by Warne or by tide on Ne B«rxh's Night Dcposhory
Agent card and duects the Authorized Repreunutives to identify to Banvc Ne irtdividusl employees of Depositor who hold the desigru[ed [hies and a certify, in a
form satisfactory to Bank, shat said employees are the Night Deposkory Agenu under this Agrcemem and a arrest a the genuineness of the signaNres of We
Night Depository Agents.
.\
(B) Depositor hereby authorizes each Night Depositary Agent to act on its behalf from time to iune to: (i) sign om or more Night Deposhory
Agent cards as Depositor's authorized Night Depository Agent; (ii) receive, exchange and surtender Bags and keys to the night depository and each Bag: (u)
give Bank written receipts, damaged bag reports, and rdeaus; (iv) execu« one or more Receipts Cor Bags and Keys to Night Depository and to Bags; and (v)
open any Bag and dcpan with the convents thereof or deposit the eonunta Neteof m an Account.
(C) M Authorized Repreunutive may delete any Night Depository Agem upon written notice to the Branch on Ne letterhead su[ionery of
Ucpositor, whkh shall clearly state dre name and/or tide of any Night Depository Agent proposed a be dele«d and be duty signed by the AuNoraed
Reprcunutive. Thc deletion of a Night Depository Agent wJl be eRective as of Ne Banking Day on whkh the Branch accepu such ratite. Depositor author¢cs
and d'vccts Bank to cross off or otherwiu mark out the name and sigmmrc oC any deleted Night Depository Agent from Ne Night Depository Agent card. M
Authorized Repreunu[ive may add, delete, or replace any Night Depository Agem by completing a new Night Depository Agem ord. Thc addition of a Nght
Depository Agent will be effective as of the Banking Day on whkh the Branch accepts such Night Depository Agem card.
6. Relationship Between Depositor and Bahr. The nigh[ depository is provided Cor the convenience of Bank's customers. The relat'ansh~
bdwccn Depositor and Bank wish respect to any Bag and the wn«nts sherwf, whkh Depositor has placed in the night depository, shall be as follows:
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(A) Until Bank removes Ne Bag from the night depository, the relationship bctwccn Bank and Depositor shall be Nat of a licensor
and licenseq
(B) After removal oC the Bag from the night depository by Bank, buI prior to the collection of the Bag by Dcpositor or a Night
Depository Agent, the relationship bctwccn Bank and Dcpositor shall be that of a bailee and bailor of Such properly actually placed m the facility, and Bank shop
• be table to Dcpositor not as an insurer of such propcrty, but oNy for that degree of care «asonably required of a bailee having the custody of the propcrty of
omcrs; antl
(Cj When Depositor or a Night Depository Agent opens the Bag and delivers the contents thereof to Bank and Bank accepts the
same, or iC and when Bank opens the Bag and accepts for deposit the contents thereof, the «lationship bctwccn Bank and Depositor shall be Nat of a creditor and
debtor and shall be subject entirely to the tcma of the Account Agreement, including, wiNou[ limiution, Bank's Rules and Regulations Govcming Deposit
Accounts, as may be changed from time to time.
7. Birk o/Loss. Depositor expressty agrees Char the ate of the nigh! depository shag 6t at the soft risk of Depositor, and lXpos!!or hereby
assumes any and off risk inridenm! to and arising ow of the use of Ne night depository. Neither Bank nor any of ks dveclors, oJficen, employees or agrms
shag be responsible Jor any foss or damage sustained by Depositor or any of iu officers, employers or agents In the use of Ne nigh( depository which rrsulu
Jrom any one or more of the following: a mechanical deject; fve, wind, rain or moisture, flood or Acr of God; ma(Jrmcdon wish respect to the nigh! depostory
itsrfJ,• substances placed in Ne night depository 6y Nvd parries, including other customers of Bank; robbery or aaempud robbery; or Depositor's inabtriry to
operate the night depository property, unless such foss or damage Z: roused by Bank's wantonness or willful misconduct Bank will nor be responsible Jor any
foss occasioned 6y the use of Ne night depositary Dy any of ks deposkors or other persons Jor any Qangerous or unfawJd purposes or arising Jrom arts of
vandalism or malirious mischief. DeposBor agrees Na! Bank has no reryonsibdiry or obfigafion whatsoever for the risk of loss of any proprrry of Depositor
placed in possession of a Night OrposLory Agent or any other oJjeer, employee or agent of Depositor. Depositor will 6e sofety responsible Jor monitoring Ne
fidelity and honesty of any Night Depository Agent or any odser oJJFcer, rmpfoyrr or agrn! of Depositor. Depositor will promptly notify Bank of ony concerns
or qursdons Depositor may have with respect to Depositor's use of Ne night depostory and Bank's provirfon of any reWted senire under Nis Agreemem.
Bank will nor be respon.rrDle for Ne foss, theft or destruedon of any praperry of Depositor that Aas not been placed In the tok erelusivr control and possession
of Bank. Bank wBf not in any event br liable Jor any loss inrurreQ 6y Orposkor that B not roused by Bank's wantonness or wi!{/W misconduct and Depositor
Aerrby rrfeases Bank, us dsrecton, officers, employees and agents Jrom any liability Jor any foss incurred Dy Depositor Nm it not caused by 8ank's
wantonness or willful misconduct. No wantonness or wiJ(/uf misconduct on the part of Bank may be It(/rnrd sofety from Ne loss of any propcrty of Depositor.
eLrNer, wantonness or willful misconduct shall not include or be infenedJrom negligence on the part of Bank, its drrrNOn, oJ~crrs, employees or agents.
8. Remedies. 'Dso sok and exdusivc remedy for a breach of this Agreemem by Banlr or other liability of Bank arising under this Agreemem
or otherwise in connection with Depositor's use of the night depository shall be compensatory damages ut the smoum of Nc d'vect loss of funds sut&red by Ne
Ikposilor; top sidM that m oo event 5ha11 Bask have any BabWty for any lost protHS, or aay iudlrecl, coasequeatlal or punitive damages.
9. /ndemn' DeposGor agrees m indemnjJy and hold Harmless Bank Jrom ony and all claims, damages or_fossrs (incuding, wiNOUr
limita(ion, rraronablr`an_ornrys' Jers) arising Jrom, or reWted lo, Nis Apreemertt or Nr tranwrBons ronremplmrd Aerrby
' r from any breach Dy Deposuor of Ne forms of Nis Agreement WuhoW limltfng Ne foregoing, Depositor agrees to indemrtjly atW~~
Aofd harmless Bonk and its Qvectors, officers and agents from any claims or damages occasioned by Ne persona! tnjury of any person Dy any rmpfoyrr o
agent of DeposUor or physicalty caused by Ne Bags or Ne contents NerroJ, Jor any alleged 11be1, slander or invasion of privacy relating ro diserrpanetes
disrovrred or bdieveQ to be discoverrQ by Bank under Nis AgrLeement, or for any damages ohriclnaims nfaring to Bank's jding oJrurrency transactirofn reports.
sr~`ea~~~r[r~erpconstiuedras'arwa~ve=SOYNSOVe erfrgnAr~n3tyginntoi~sac~~onse~o anyignienaEei ea~ent
* 10. Deviadons. Depositor agrees Nat occw~iortal deviations 6y Bank Jrom Ne procedures see forth in Nis Agreemen! or any deviadon mode -
by Bank in accordance wiN Ne instructions of an Aulhorzed Represenmrive or a Night OrposUory Agent shag nos constitute a breach oJNis Agrremen! nor
shag Ney be deemed to constitute gross negligence, wantonness, ar knowing or wiyJm misconduct by Bank.
Rrnrescnutions and Warranties. Depositor hereby represents and warrants to Bank as follows:
(Aj Depositor has full power and authority so en«r into th¢ Agreement, the «rms of [his AgreemeN, including, without limiution,
[hc methods of designation of Authorized Rcprexntatives and Night Depository Agems ut Conh in this Agreemem (including, without limiution, Ne
Suppkmcnal Designation of Courier as Night Dcposiwry Agent), have been duly auNor'tzed by all necessary corporate action; and Nis Agreement constim«s a
binding obligation of Dcpositor enforceable in accordance with its «rms.
domestic business.
(B) The amounts of [he Cunda deposited or wiNdrawn Crom Bank are commensurate wiN Ne customary conduct of its lawful
(C) The information contained N this Ag«ement is [cut and correct.
12. Tetm'uution. Bank may at any time revoke or «rminate Depositor's prrvilcge oC using Ne night depository by ddivcring or nailing rwti<c
of such «rtnination to Depositor at the address sated below Depositor's signature to this Agreement. Upon such urmination by Bank, Bank will forward m
Dcpositor or a Nigh[ Depository Agent a [fund (baud on a monthly proration) oC any unearned portion of Ne pre-paid annual service charge. Dcposiror agrees
to « sum all Bags, locks, keys and other equipment issued by Bank to Deposuor N connecton wiN Ne night depository immediately upon the effective da« of
such «rminat'ton. Without requirement oC notice to Dcpositor, Bank may withdraw the night depository from use at any time when, in its sole discretion, b deems
such withdrawal [o be advisable due [o damage to, contamination oC or malfunction of Ne night depository, or for security reasons. Depositor may «rmiru« is
right to use Ne night depository by giving Bank notice of such «rminat'ton and resuming to Bank all Bags, locks, keys and other equ'tpmem issued by Bank to
Dcpositor in connection with the night depository. Upon such «rminstion by either Bank or Depositor, Depositor agrees immediately to pay to Bank the value oC
any such items which are damaged (normal wear and tear excepted), or which Depositor does not remm to Bank. This Agreement shall continue in effect until
tcrmiratcd in the manner provided for N this paragraph 12; roy video, however, that paragraphs 2(B), 3(C), 5(B), 7, 8, 9, I1, 13, and 14, and this paragraph 12
shall survive the termination of this Agreemem by Bank or by Depositor.
* than what is set forth in Section 768.28 Florida Statutes.
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13. Service Charec: Deposit. Deposhor agrees to pay in advance to Ne Branch an annual urvicc charge of S~_ for Ne
uu of Ne night depository. Bahr may change any Poe or charge from tlme'lo time upon Ne mailing of written ratite to Depositor a least Niny days before Nc
effective date oC such change. Depositor agrees Nst Bank may debit such service charges against Ne Account deposited at Ne Branch ri which Ne fee or charge
is owed, without any further notice or obligation to or au[horivtion from Deposhor. Depositor fuller agrees to pay to Bank i[s Nen-curcem deposit for Bags and
• keys, as provided in Nc applicable Receipt for Bags and Keys to Night Depository and to Bags.
14. Miucllaneous. This Agreement, when accepted by Bank below, and Ne agrcemenu reCerted to herein constitute Ne entire agreemcm
between Nc parties wiN reference to Nc subject matter hereof and may be amended oNy by a writing signed by boN Bahr and Depositor. In Nc evem Nat any
provision of Nis Agreement is held to be invalid or unenforceable by a court oC competent jurisdiction, Ne remaining provisions of Nis Agreement shall remain
in full force and effect. 'Ibis Agreement, Ne Author'va[ion for Bank to Open Bag and Process Comems, Ne Au[hor'vation for Bank to Accept Disposable Bags,
Nc Supplemental Desigrotion of Courier as Night Depository Agem, Ne Supplemenal Designs[ion of Branches, and Ne Receipt for Bags all Keys to Night
Iepository and to Bags may be executed m one or more counterpam, all oC which shalt be considered one and Ne same agreemeN and shall become effective
when one or more counterparu Gave been sigrred by each of Ne panics Hereto. This Agreement shall be governed in all respau and construed in accordance
wiN Ne Iaws of Ne state/COrnnronwealN in which Ne Bnnch is located, wihout regard to sucA wte's/CommonwealN's rules regarding conflicts of law,
Depositor acknowledges receipt of a duplicate original of Nu Agreement and instructions pertaining to Ne uu of Ne night depository, which inswclions, as
changed from time to time, are incorporated as pan of this Agreemem by reference.
IN WITNESS WHEREOF, Ne patties hereto have executed Nis Agreement, or eauud Nis Agreement to be executed by Neu duly auNorized
repr<unrotives, as of Ne dale first above written.
SOI,THTRI;ST BA\TC
By:
Title:
Addrcss:_11011 U.S. Hip,}tway One
Nonh Palm Beach FL 33408-0000
DEPOS O IL G OF H PALM BEACH
By:
TNe: ~ t~~ ~ ~S.o:-
Address: 501 US HWY ONE
NORTH PALM BEACH FL 33408-0000
...................................................................................................................................
For Bank Uu ONy:
(Check, as applicable)
Depositor Certified Resolutions or Cenifcate of Authority Completed.
^ Attached.
^ On File.
•
BOOT I1 Rev. IIN9 Aasa ~~
VOaDI
E~ibk R
ACH CUARD
• Ekctronk Payment Authorization
SUBJECT TO the teems and conditions of the CASH MANAGEMENT SERVICE AGREEMENT between the parties dated
as of e~ .Z g ' ~ Z (the "Agrcement"), (the "Customer') and SouthTrust Bank (the "Banl~') do hereby
further agree that:
1. This exhibit will become a put of the Agreement as of the date it is duly executed by the parties.
2. The ACH Guard Electronic Payment Authorization service will apply to the aoconnt(s) of Customer with Bank as provided
in the ACH Guard Electronic Payment Authorization Form (the "EPA Form") attached hereto. An EPA Fotm is required for
each account.
Part A must be completed to allow ACH debit transactions to post to spec~'ied Bank accounts:
• Customer Name and Tar II)
• DDA Number
• Customer's Routing Number st SonthTrust Bank
• Single Entry (authorization to debit the account only once)
• Recurring Entry (suthoriution to debit the accotmt m mlirnited num ~; f times)
• Company Name who is authorized to debit dre account (the "Origin
• Maximum Amount (dollu limit for this Originator to debit the account)
part B must be completed if no ACH debit transactions are authorized:
• DDA Number
• Customer's Routing Number et SonthTrust Bank
3. Bank will exercise due diligence in honoring aeihotized ACH transactions and returning tmauthorized ACH transactions;
however, Bank will no[ be liable for any losses, damages or expenses incornd by Customer as a result of unsvailablq
inaccurate, incomplete or outdated information.
4, If an incoming ACH debit transaction is not fisted in Part A of the EPA Form, the Bank will return the ACH debit item to the
Originating Depository Financial Institution ("ODFP') as an tmanthorized transaction without additional notice to the Customer.
A listing of items received that match ~ authorization from Part A and a listing of items that do not match an authorized record
will be available on SouthI,ink, the Bank's on-line banking system.
If an account Iisted'm Part B of the EPA Form receives an mcaming ACH debit transaction, ibe Bank will return the ACH debit
item to the ODFI as an tmamharized transaction without additional notice to the Customer. A listing of rejected items wrll be
available on SouthLmk, the Bank's on-1me banking system.
5. Upon receipt of the signed EPA Form, Bank will review 90 days of ACH activity on the accotmt listed in Put A in or ~~
obtain specific Originator identification information that wrll be required to implement this service. If any Origins
is Part A of the EPA Form has sot debited the accomt or sent a prenotification entry within the prevrotu 90-day Pert°d' iho
gunk will notify the Customer that the Originator cannot be authored. If the Originator mbsequentty sends an ACH debit
transaction to the account, the initial transaction will be returned to the Originator as m nnriu~ Custom istioresponsrbk
additional notice to the Customer. In order to authorize future transactions from that Origin ~ s for
for adding the suthoraation for the Originator duongh the Sonthl.ink ACH Guard form, and allowing five banking Y
the Bank to add the authorization -o the account.
6. The Customer must use SoathI,ink to add, change or remove aatlrorization records for existing accounts on the ACH Guard
service following the same procedures stated m Paragraph 5 of this exhibit. The Customer should allow the Bank five banking
days for maintenance to be effective.
• 7. Reversals of erroneous ACH credits to sccouats will be allowed to post.
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SouthTrust Bank
Exh-bit R
• 8. This authorization is to remain in full force and effect until Bank has received written notification from authorized Company
Representative of its termination in such a manner as to afford Bank a reasonable opportunity to act on it.
SOUTFiTRUST BANK
Date
/fax
ACH Guard Associated Few:
Maintenance S 10.00 per accounUmonth
BY~
Cash Management Sales
Date
1700 palm Beach Lakes Blvd., Suite 600
West palm Beach, FL 33401
561-712-]043Max 561-712-9633
Account Officer Ackvowled~ent & Dste
,I J1
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2
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