HomeMy WebLinkAboutRemote Deposit Capture Agreement with Bank of the Cascades for MubsBANIC OF THE CASCADES
REMOTE DEPOSIT CAPTURE AGREEMENT
This Remote Deposit Capture Agreement ("AgreemenY') made and entered into on the 1~5~1~- _ day of
~~1, H , 200 ~8 between G. ~-~, otr 1Mp,r ~~O io~,,s
(hereinafte , °Customer~) with its p'ncipal place of business at
33 E. SL~~ 1A~~ P ~M~.~' ~~, h~'~.Y~c~ ~3 (o~k'"~.
and Bank of the Cascades (°Bank°) writh its principal place of business at 1100 NW Wall Street, Bend OR
and it govems Customer's use of the Remote Deposit Capture Service (°Service°). Bank offers the
Service under this Agreement only in association with Customer's deposit accounts with Bank
(°AccounY'), and this Agreement supplements but does not replace any agreement(s) Customer might
have executed with respect to such other services.
Terms and Conditions
1. Statement of Service. Subject to the terms and condi~ons of this Agreemen~ Bank shall provide
the Service to Customer, which allows Customer to make deposits to Customer's Accflunt(s) listed in
Attachment A, attached hereto and made a part hereof, from Customer's offlce by scanning checks on a
desktop scanner or to initiate electronic signals for paperless debit entries through the Bank to accounts
maintained at the Bank and in other depository financial institutions by means of the Automated Clearing
House (the "ACH°). Customer understands and agrees that Customer must execute the Bank ACH
Agreement for ACH origination services, the terms and conditions of which are incorporated herein by
reference, before initiating ACH debit entries. The scanner will capture an image of the front and back of
the check and will read and capture the MICR line of the check. After capture of the image and data,
Customer will transmit a file, via the Intemet, to Bank or Bank's designated processor (°Processor°) and
Bank will provisionally credit Customer's account for the amount of the deposit and enter the images of
the checks or the paperless debit entries into the collection process in accordance with the provisions of
Your Deposit Account Terms and Conditions (°Deposit Agreement°) and this Agreement Customer
acknowledges and agrees that Bank may discontinue this Service, or any related content, features,
products or services, or the terms thereof, at any time without notice or liability to Customer or any third
parly.
2. Hardware and Soflware. This Service requires Customer to use computer hardware or software
that meets certain technical requirements for the proper delivery of the Service and to ensure Customer
meets its obligation to obtain secure Intemet access. Customer may also incur additional related
expenses for addfional items, including but not limited to telephone service or Intemet sen~ice charges
related to the use of the Service. Customer is responsible for any costs or expenses associated vvith
meeting and maintaining those technical requirements or additional items necessary to use the Service.
Customer agrees that it is solely responsible for the operation and maintenance of all equipment used as
part of this Agreement and wrill ensure that the vendor recommended maintenance is conducted by
trained personnel, whether they are employees of the Customer or third-party employees. Bank is not
responsible for any computer virus or related problems that may be associated with using electronic mail
or the Intemet to deliver Senrices. Bank is not responsible for any errors or failures resulting from defects
in or malfunctions of Custome~'s computer hardware or software. Bank advises Customer to scan its
computer hardware and software on a regular basis using a reliable computer virus detection product in
order to detect and remove computer viruses. Customer shall only use hardware approved by Bank..
Customer may be provided or purchase hardware, including but not limited to image scanners, described
in the hardware list ("Remote Deposit - Min Worksta~on Requirements°).
All right, title and interest in and to any and all computer programs including without limitation, the objeat
and source codes therefore, and any updates, upgrades, fixes, and enhancements thereto, together with
the °Install Guide°, the "Admin Guide°, and the °End User Guide° provided to Customer by Bank
(collectively °Guides") and any other documentation, user guide, or instrucfions (collectively, the °Software
Program°) used by Bank and Customer in pertorming the Service shall be and remain the property of
Bank or any third party software provider, as applicable. Unless othervvise expressly authorized,
Customer may not copy, reproduce, retransmit, disseminate, display, publish, sell, broadcast, circulate,
distribute, transfer, assign, commercially exploit, or create derivative works of the Software Program in
any fotm. Customer further agrees not to reverse engineer or reverse compile any Soflware Program.
3. Items Deposited. Customer agrees to scan and remotely deposit only items, which are
acceptable to Bank for deposit into a deposit account as described in the Deposit Agreement, which is
incorporated by reference and made a part hereof. Customer agrees to only deposit checks (°Checks° or
°Items°), as that term is defined in Federal Reserve Board Regulation CC (°Reg CC"), payable to
Customer. Customer understands and agrees that Customer will not deposit Items prohibited or in
violation of any law, or any Item that Customer suspects or shouid know to be fraudulent or not authorized
by the legal owner of the accaunt on which the check is drawn. Customer agrees that it will not deposit,
without Bank's prior written consen~ "substitute checks° as defined by federal law or Image Replacement
Documents that purport to be substitute checks and have not been previously endorsed by a bank. If
Customer deposits such an item, Customer agrees to reimburse bank for any losses, costs and expenses
Bank may incur associated with wamanty or indemnity claims. If Customer provides Bank with an
electronic representation of a substitute check for deposit into Customer's acxount instead of an original
check, Customer agrees to reimburse Bank for losses, costs and expenses Bank incurs because the
substitute check resulting from the electronic representation does not meet applicable subs~tute check
standards and/or causes duplicate payments. Customer will not deposit foreign Items drawn on financial
institutions that are located outside of the United States or Territories of the United States.
4. Scanning of Items and Transmission of Files. After successful implementation and installation
of any software and hardware related to the use of this Service, in accordance with the System Program,
Customer shall endorse each Item to be deposited if the item is not automa6cally endorsed by scanning
equipment, scan the front and back of each Item to be deposited, capture the image of the front and back
of each Item, capture the MICR encoding on each Check, and transmit the image file(s) (File(s)) or
batched ACH data or entries (°ACH File°) (individually or collectively, a°File°) to Bank in accordance with
the procedures in the Guides provided to Customer by Bank. Bank reserves the right to amend Guides
with or without prior notice to Customer. Bank may aiso provide Customer with a User ID and/or
passwords (collec6vely, a nSecurity Code°) to access the service. Customer agrees to (a) comply with the
Guides, (b) take reasonable steps to safeguard the confidentiality and security of the Security Code, the
Soflware Program and any other proprietary property or information Bank provides to Customer in
connection the Service: and (c) notify Bank immediately if Customer has any reason to believe the
security or confidentiality required by this provision has been or may be breached. Bank's security
procedures are not designed for the detection of errors. Bank will not be obligated to deteat errors by
Customer or others, even if Bank takes certain actions from time to time to do so.
To ensure accuracy, Customer shall balance the deposit dollar amount to the sum of the Items
(°Balanced File") prior to transmitting the File in accordance writh the Guides. Customer may send
multiple Files to Bank or Processor throughout the day. The total dollar value of the File received on any
day shall not exceed the dollar amount specified in Attachment A("Deposit Limit"). If the total dollar value
of the File exceeds the Deposit Limit, Bank may, at its option, refuse to accept the File that exceeds the
Deposit Limit, or the Bank may accept and process the File. Customer agrees not to exceed the Deposit
Limit. The Balanced File must be received by Bank no later than the cut-off time specfied in Athachment
A(°Cut-Off Time°). A File which is not balanced in accordance with the Guides or which is received after
the Cut-Off Time shall be deemed to have been received on the business day following the business day
on which the File is actually received by Bank. Bank reserves the right to change the Deaosit Limit and
the Cut-Oif Time. These modfications are effective immediately and may be implemented prior to
Customer's receipt of the newly established Deposit Limit or Cut-Off Time. Customer may contact Bank at
any time to verify the current Deposit Limit.
5. Maintenance and Destruction of Original Item. Customer shall securely store the original
Item for a period of not more than thirty (30) days after Customer has received notice from Bank that the
File has been accepted. During the thirty (30) day period, Customer shall take appropriate securiiy
measures to ensure that only authorized personnel shall have access to the original Item, that the
information contained on the Item shall not be disclosed, and that the original Item will not be duplicated,
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will not be scanned more than one time, and will not be deposited or negotiated in any form. Customer
shall destroy the original Item upon the expiraaon of the thirty (30) day period. The Customer will shred
and totally destroy the Checks after the Customer's reten~on period has expired.
6. Image and MICR Quality. The File transmitted by Customer to Bank in accordance with the
Procedures shall contain images of the front and the back of the Items scanned and remotely deposited
by Customer (Images). The Images shaii be of such quality that the following information can clearly be
read by sight review of the Images:
(a) The amount of the Item
(b) The Payee
(c) The Drawer's Signature
(d) The Date of the Item
(e) The Item number
(~ The information identifying the drawer and the paying bank that is preprinted on the check,
including the MICR line
(g) Other information placed on the Item prior to the time an image of the Item is captured, such as
any required identification written on the front of the Item and any indorsements applied to the
back of the Item.
Images shall also meet any standards for image quality established by American National Standards
Institute (ANSI), the Board of Govemors of the Federai Reserve, or any other regulatory agency, clearing
house or association.
Customer shall also capture and transmit to Bank the full-field MICR encoding on each Check. In
accordance with the Procedures, Customer shall ensure that the followring information is captured from
the MICR line of the check:
(a) Routing Transit Number
(b) Account Number
(c) When encoded, Check Amount
(d) When encoded, the serial number and the process control field
7. Receipt of File. Customer agrees that Customer shall remain liable for and that Bank shall not
be accountable to Customer for a File and/or Item(s) that are not received by Bank and for a File and or
Item(s) that are intercepted or altered by an unauthorized third party. Customer agrees that Bank has no
obligation to accept a File and therefore may reject any File or Images of Items submitted by Customer.
Bank has no obligation to notify Customer of the rejection of a File or Images. Bank shall have no liability
to Customer for rejection of a File or Image(s) or for failure to notify Customerof a rejection. Upon receipt
of the File submitted by Customer, Bank may examine the File and the Images to ensure tha# Customer
has followed the established procedures contained in the Guides. If Customer has not followed the
procedures contained in the Guides or if e~rors exist in the data or the Images contained in the File, Bank,
in its sole discretion, may reject and not accept the entire File or Bank may elect to correct the error,
accept and process the File ("Corrected File°). As a form of correction, Bank may credit Customer's
account for the fuil amount of the deposit and make any necessary adjustments to corre~t the error. Bank
may, at its option, also pertorm a risk management analysis of the File submitted by Customer to detect
potentially fraudulent Items, and, in its sole discretion, reject the File or Image(s). If after examination of
the File and Images, Bank determines that Customer has processed and transmitted the File in
accordance with the Guides, the File is balanced, and the Images meet the requirements of Section 6 of
this Agreement, then Bank shall accept the File ("Accepted File°) for deposit to Customer's depvsit
account Notwithstanding the faat that Bank has accepted the file for deposit, any credit made to
Customer's account shall be provisional and Customer shall remain liable to Bank for any errors,
inaccuracies, breach of warranties and any other loss sustained by or claim made against Bank on the
part of any party.
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8. Provisional Credit and Availability of Funds. Upon acceptance of the File, Bank shall grant
Customer's Account provisional credit for the total amount of the Conected File or the Accepted File. The
provisional credit means that the credit is made to Customer's account subject to flnal payment of the
Items and subject to the terms of the Deposit Agreement For the purpose of determining availability of
funds and the period of time for which funds may be held by Bank under Federal Reserve Board
Regulation CC, the place of deposit shall be 1100 NW Wall Street, Bend OR.
9. Laws, Rules and Regulations. Customer agrees to comply writh all existing and future operating
p~ures used by the Bank for processing of transactions. Customer fu-ther agrees to comply with and be
bound by all applicable state or federal laws, rules and regulations affe~ting the use of checks, drafts and ACH
transactions, including but not limit~ to, rules and procedural guidelines established by the Federal Trade
Commission (FTC), the Board of Govemors of the Federal Reserve, National Check Exchange (NCE),
Small Value Payments Company (SVPCo), Viewpointe, Endpoint Exchange, the National Automated
Clearing House Association (NACHA), Electronic Check Clearing House Organization (ECCHO) and any
other clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to
be bound. These laws, pr~edures, rules, r~ulations, and definitions (colle~tively the °Rules°) shall be
incorporated herein by reference. In the event of conflict between the terms of this Agreement and the Rules,
the Rules will control the interpretation of this Agreement
10. Collection of Items. Bank, in its sole discretion, shall determine the manner in which Images
shall be presented for payment to the drawee bank. Likewise, Bank, in its sole discretion, shall select the
clearing agents used to collect and present the Images and Bank's selection of the clearing agents shall
be considered to have been designated by Customer. Bank shall not be liable for the negligence of any
clearing agent. Collection of Items is also subject to the Rules and the terms of Bank's Deposit
Agreement.
11. Contingency Plan. Customer agrees that in the event that Customer is not able to capture,
balance, process, or othervvise transmit a File to Bank for any reason, including but not limited to
communications, equipment or software outages, interruptions or failures, Customer will transport the
physical checks and deposits to the closest office of Bank and deposit the original checks with Bank until
such time that the outage or other interruption can be identified and resolved. The deposit of original
checks at an office of Bank shall be govemed by the terms and conditions contained in the Deposit
Agreement and not by the terms of this Agreement. Notwithstanding the foregoing and to the extent
applicable, Section 12 of this Agreement dealing with warranties shall apply to the deposit of original
checks.
12. Warranties. Customer represents and warrants the following to Bank:
(a) Items Deposited. Custome.r shall only deposit Items that are authorized by this Agreement and
the Deposit Agreement
(b) Image Qualit~ The Images of the Items transmitted by Customer to Bank contain an accurate
representation of the front and the back of each Item and the Images comply with the
requirements of Section 6 of this Agreement.
(c} Accuracy of Information. All data submitted by Customer to Bank is complete and accurate,
including but not limited to data conhained in the MICR line of the Check.
(d) Business Puroose Onlv. Customer is not a consumer and the Service shall be used for
business purposes only, unless otherwise approved by Bank in Attachment A.
(e) No Duplicates. Customer will not create duplicate Images of the Items, Customer will not
transmit a duplicate Image(s) or Files to Bank, Customer will not deposit or otherwise negotiate
the original Item(s) from which the Image(s) was created and that no subsequent transferee,
including but not limited to Bank, a collecting or retuming bank, drawer, drawee, payee or
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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).
(fl No Loss. No Subsequent transferees of the Item(s), including but not limited to Bank, a
collecting or retuming bank, drawer, drawee, payee or e~dorser, shall sustain a loss as the
result of the fact that the Image was presented for payment or retumed instead of the original
Item.
(g) Information. All information provided by Customer to Bank is true and complete and properly
reflects the business, flnancial condition, and principal partners, owners, or officers of
Customer. Customer is not engaged or affiliated with any businesses, products or methods of
selling other than those provided by Customer to Bank, except as to any such change that has
been noticed to Bank in compliance with Se~tion 17.
(h) Corporate Power. Customer and the person signing this Agreement have the power to
execute and pertorm Customer's obligations under this Agreement. This Agreement will not
violate any law, or conflict with any other agreement to which Customer is subject
(i) No Litigation. There is no action, suit or proceeding pending or to Customers knowledge
threatened which, if decided adversely, would impair Customer's ability to carry on its business
subs~antially as now conducted or which would adversely affect Customer's financial condition
or operations.
Q) Transactions. All Items and business transactions of Customer are bona fide.
(k) Rule Com~liance. Customer conducts its business and submits Items and Files in compliance
with all laws and Rules.
(I) Computer Vrus. The File and Items(s) do not contain computer viruses or other harmful,
intrusive, or invasive codes.
(m) Indemn' . Customer agrees to indemnify and hold Bank harmless from and against any and
all claims, losses, liability, costs, and expenses (including, without limitation, reasonable
attomeys' fees) arising from the breach of Customer's warranties, representations, and/or
agreements and obligations under this Agreement, which agreement shall sunirve the
termination of this Agreement
13. Return Items.
(a) Chargeback of Retumed Items. If Images of Items previously deposited by Customer are
dishonored and retumed unpaid by the drawee bank or for any reason by a clearing agent,
Customer understands and agrees that, since Customer either maintains the original Item or
has destroyed the original Item in accordance with Section 5 of this Agreement, the original
Item will not be retumed and Bank may charge back an Image of the Item to Customer's
checking account Customer understands and agrees that the Image may be in the form of
an electronic or paper reproduction of the original Item or a substitute check. Customer
agrees not to deposit the original Check if an Image or other debit as previously described is
charged back to Customer.
(b) Special Instructions. Customer~ may request that Bank re-present retumed Items to the
drawee or to process retumed Items according to instructions provided by Customer to Bank
("Special Instructions"). These Special Instruc~ons may be given to Bank in a separate
document in conjun~tion with or subsequent to the execution of this Agreement Bank shall
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
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charge the retumed Item back to the Customer account to which the Items were deposited.
In the event that Customer has requested that retumed Items be re-presented, in no event
will Bank re-present an Item or ACH entry in excess of the limit established or permitted for
the number of times that an Item or ACH entry may be re-presented by law, Rules,
regulation, agreement, or Operating Circular. 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 shall not become effective until
acknowledged and accepted in writing by Bank. Customer hereby agrees to pay Bank the
fees for processing retumed Items and Special Instructions contained in Bank's Schedule of
Fees.
14. Fees and Charges. So long as this Agreement remains in effect, the Customer agrees to pay to
the Bank the normal demand deposit account service charges established from time to time by the Bank
and, in addition thereto, the fees and charges set forth on the Fee Schedules delivered from time to time
to the Customer, or such other fees and charges as may be agreed upon from time to time in writing by
the Customer and the Bank.
The Customer authorizes the Bank to deduct any charges for Services from the Account, even if such
deduction causes an overdraft to the Account. Should the Cu'stomer fail or refuse to pay any charges
under this Agreement, the Customer agrees to pay any collection costs (including reasonable attomey's
fees) which may be incurred by the Bank. The Bank shall have the right to increase or decrease charges
imposed for Services rendered hereunder upon thirty (30) days prior written notice.
In addition to the Service fees, Customer agrees to pay for all taxes, tariffs and assessments levied or
imposed by any govemment agency in connection with the Service, this Agreement, and /or the software
or equipment made available to Customer (excluding any income tax payable by Bank). Customer is also
responsible for the costs of any communication lines and any data processing charges payable to third
parties.
15. Amendments. The Bank may amend the terms of this Agreement (including the fees and
charges for Services listed) at any time in its sole discretion by giving written notice to Customer. If
required by this Agreement or by applicable law, notice will be given for the required applicable number of
days in advance of such Amendments. Custome~'s continued use of the Seniices shall constitute
Customer's agreement to such amendment No amendments requested by the Customer shall be
effective unless received in writing by Bank and agreed to by the Bank in uvriting. .
16. Confirmation: Account Reconciliation. Bank will provide no~ce of receipt of deposits to
Customer's Account with Bank on Custome~'s periodic Account statement. Customer is responsible for
detecting and reporting to Bank any discrepancy between Customer's records and the records Bank
provides to Customer. If Customer does not detect and notify Bank of such a discrepancy within 30 days
of Custome~'s receipt of any terminal printout, mailed report and periodic statement (°Report°), whichever
is received first, then such transactions shall be considered correct and Custamer shall be precluded from
asserting such error or discrepancy against Bank.
17. Update Notice. Customer shall provide written notice to Bank of any changes to the infonnation
provided by Customer to Bank, including but not limited to: addfional locations, any change in business,
any new business, the identiiy of principals and/or owners, the form of business organization, type of
goods and services provided, and method of conducting sales. Such notice must be re~eived by Bank
within 5 business days of the change. Further, upon Bank's request, Customer shall pravide updated
information within 5 days of such request Bank retains the right to (i) review Customer's Item and
business activity from time to time to confirm customer is conducting business as stated by Customer at
the time of the execution of this Agreement, and (ii) re-price or terminate Bank's services based on
changes to the facts previously stated by Customer.
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18. Bank's Duties. The Bank's duties and responsibilities are limited to those described in this
Agreement, related agreements, and in deposit agreements between the Customer and the Bank. The
Bank will use ordinary care in perForming its responsibilities under this Agreement.
19. Bank's Liability. Customer agrees to monitor its account balances and charges, to promptly
notify the Bank if any Report it receives is grossly greater or less than Customer's expectation of the
information, and to refrain from acting on information it has reason to believe is eROneous. Consequently,
the Bank's and, if the Services of a third party provider (the third party) are utilized in the provision of any
Service, the third party's sole liability to the Customer shall be limited to the correction of any eROrs made.
Bank shall not be responsible for suspension of performance of all its obligations, responsibilities and
covenants hereunder, whether expressed or implied, if at any time, or from time to time, compliance
therewith should be prevented or hindered by, or be in conflict with, any federal or state law, regulation or
rule, the order of any court of competent jurisdiction, any act of God or of the public enemy, war,
epidemic, strike, or work stoppages of the U. S. Postal Service and commercial carrier(s), or electric
power disruption or shortage, telecommunications failure or computer failures; acts, omissions or errors of
any carrier and/or agent operating between Customer and Bank and Federal Reserve Bank or other
agency utilized to exercise transfers, or recipients of transferred funds; any incorrect, unauthorized or
fraudulent use or other fraud by any person other than Bank's employees; or, without limiting the
generality of the foregoing, any other cause or circumstance beyond Bank's control or other conditions or
circumstances not wholly controlled by the Bank and which would prohibit substantial aerformance under
this Agreement
20. Intemet Disclaimer. For any services described in the Agreement utilizing the Intemet, Bank
does not and cannot control the flow of data to or from Bank's network and other portions of the Intemet
Such flow depends in large part on~the performance of Intemet Services provideri or controlled by third
parties: Actions or inactions of such third parties can impair or disrupt Customer's connections to the
Intemet (or portions thereofl. Bank cannot guarantee that such events will not occur. Accordingly, Bank
disclaims any and all liability resulting from or related to such events and in no event shall Bank be liable
for any damages (whether in contract or in tort) that are attributable to the public Intemet infrastructure,
Customer's ability to connect to the Intemet, or Bank's ability to connect on the Intemet on Customer's
behalf.
21. Indemnificati~n and Liability; Third Party Claims. In addition to other indemnfication and
liability provisions elsewhere in this Agreement, Customer will be liable for, hold harmless, and will
indemnify Bank, and their employees and agents from and against all claims of any sort by third parties or
others arising out of this Agreement, including all losses and expenses incurred by Bank arising out of
Custome~'s failure to report required changes, transmission of incorrect data to Bank, or failure to
maintain compliance with the laws and Rules. Except for those losses caused directly by Bank's failure to
exercise ordinary care or to act in good faith, Customer agrees to indemnify and hold Bank, its officers,
directors, shareholders, agents, employees, and affiliates, and their respective officers, directors, agents
and employees, harmless from and against any and all losses, costs, suits, damages, claims, liabilities
and expenses (including reasonable attomeys' fees) arising from or related in any way to (i) any Services
pertormed in connection with t~is Agreement, (ii) Bank's action or inaction in accordance with or reliance
upon any instructions or information received from any person reasonably believed by Bank to be an
authorized representative of Customer or Authorized User, (iii) Customer's breach of any of Customer's
covenants, agreements, responsibilities, representations or warranties under this Agreement, and/or (iv)
Customer's breach of applicable laws, rules or regulations.
22. Limit of Liability.
(a) CUSTOMER AGREES THAT IN NO EVEIVT SHALL BANK OR BANK'S SERVICE PROVIDERS BE
RESPOIdSIBLE OR LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER)
ARISING OUT OF THE USE BY CUSTOMER OF ANY SERVICE OR THE FAILURE OF BANK OR
ITS SERVICE PROVIDERS TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS
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THEREUNDER, EVEN IF BANK OR BANK'S SERVICE PROVIDERS HAVE BEEN SPECIFICALLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES..
(b) CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SERVICES
SHALL BE AT CUSTOMER'S SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK
ON AN "AS IS° BASIS.
(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY
DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN
LAW OR IN FACT, WHATSOEVER TO CUSTOMER OR TO ANY OTHER PERSON AS TO THE
SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR
SUITABILITY. CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR
REPRESENTATION OBTAINED FROM AIVY BANK EMPLOYEE OR REPRESEIVTATIVE SHALL
CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR
ANY SERVICES TO BE PERFORMED PURSUANT HERETO.
(d) TO THE FULLEST EXTENT ALLOWED BY LAW, AND SUBJECT TO THE FOREGOING
PROVISIONS OF THIS SECTION, BANK'S LIABILITY TO CUSTOMER UNDER THIS AGREEMENT
SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK'S FAILURE TO
EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH.
(e) BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO
CUSTOMER AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IIV
CONNECTION WITH THE SERVICES (IIVCLUDING, WITHOUT LIMITATION, CUSTOMER'S
COMPUTER SYSTEMS OR RELATED EQUIPMENT, CUSTOMER'S SOFTWARE, OR
CUSTOMER'S INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE
SUITABILITY OR COMPATIBILITY OF BANK'S SOFTWARE, INTERNET DELIVERED SERVICE,
EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT CUSTOMER USES, OR
AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM tN
AN UNIIVTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(fl BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES
RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF CUSTOMER'S COMPUTER
HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF
PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED
SERVICES SUPPLIED BY BANK TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, OR
FOR THE~ TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM
CUSTOMER TO BANK OR FROM BANK TO CUSTOMER. BANK SHALL NOT BE RESPONSIBLE
FOR NOTIFYING CUSTOMER OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF
CUSTOMER'S COMPUTER HARDWARE OR SOFTWARE.
23. Third Parties; Maintenance.
(a) Services from Others. Customer may be using special equipment, services or software provided by a
third party to assist it in processing Items and Files hereunder (°Third Party"). Customer (i) agrees
that any Th~ird Party is acting as Customer's agent in the delivery of Items and Files to Bank, and (ii)
agrees to assume fuli responsibility and liabiliry for any failure of that Third Party to comply with the
laws, Rules or this Agreement. Bank will not be liable for any losses or additional costs incuRed by
Customer as a result of any eROr by a Third Party or a malfunction of equipment provided by a Third
Party. Customer shall provide at least 10 days advance written notice to Bank in the event it uses
any such Third Party. Customer is solely responsible for maintaining compliance with the
requirements of any Third Party, including obtaining any soflware updates. Bank shall not have any
responsibility for any Item or File handlerJ by a Third Party until that point in time when Bank accepts
and approves an Item or File from such Third Party for processing.
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(b) Eauiament Maintenance. Customer shall be ultimately responsible for obtaining and properly
maintaining its equipment and system requirements, including computer equipment, Intemet
connectivity, scanning terminals (unless contracted with Bank) and any other equipment or items
necessary as a prerequisite to receive Services. Bank shall not be liable to Customer, in any manner
whatsoever, for any type of errors, losses, damages or other claims related to Customer's failure to
do so.
24. Use of TrademaMcs. Customer may not use Bank's name or trademarks without the express
written consent of Bank, as the case may be. If Customer is permitted to use any of Bank's 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.
25. Financial Information. Bank may from time to time request information from Customer in order
to evaluate a continuation of the services to be provided by Bank hereunder and/or adjustment of any
limits set by this Agreement Customer agrees to provide the requested financial information immediately
upon request by Bank, in the form required by Bank. If Customer refuses to provide the requested
financial information, or if Bank concludes in its sole discretion that the credit risk of Customer is
unac~eptable, Bank may terminate the Service according to the provisions hereof. Customer authoriaes
Bank to investigate or reinvestigate at any time any information provided by Customer in connection writh
this Agreement or any Services and to request reports from credit bureaus and reporting agencies for
such purpose.
26. Confidential Information and Proprietary Right In Data. All information of a business nature
relabng to the assets, liabilities or other business affairs disclosed to the Bank by the Customer and the
Customer's customers in connection with this Agreement is confidential. Bank shall not, without the
express written consent of the Customer, disclose or permit access to any such informafion by any
personi firm or corporation and Bank shall cause its officers, employees, and agents to take such action
as shall be necessary or advisable, to preserve and protect the confldentiality of disclosing such
information to persons required to have access thereto for the performance of this Agreement, or to any
other party to which the Bank may be required by law to report such informafion. Customer agrees to
hold confidential and to use only in connection with the Service provided under this Agreement all
information fumished to Customer 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 design,
programming techniques or other unique techniques. In addition, should Customer at any time receive or
acquire any information relating to another Customer of the Bank, Customer shall promptly retum such
information to Bank and not reveal such information to any other party and shall not make use of such
information for its own benefit. Bank and Customer's obligations and agreements under this paragraph
shall not apply to any information supplied tha~ was known to either party prior to the disclosure by the
other, or is or becomes generally available to the public other than by breach of this Agreement, or
otherwise becomes lawfully available on a non-confidential basis from a third party who is not under an
obligation of confidence to either party. Notwithstanding anything to the contrary contained herein, it is
authorized and agreed by the parties hereto that the pertormance of said Service is or might be subject to
regulation and examination by authorized representatives of the Comptrolle~ of the Currency, the Board of
Govemors of the Federal Reserve System, the Board of Directors of the Federal Deposit Insurance
Corporation, and/or a State regulatory agency and the Customer agrees to the release of the Customer's
reports, information, assurances, or other data as may be required by them under applicable laws and
regulations. Customer agrees that any specifications or programs developed by the Bank in connection
with this Agreement or supplied or made available to Customer by Bank are the exclusive property of
Bank, its agents, suppliers, or contractors, and further agrees that such material shall not be copied or
used in any manner or for any purpose without the express written consent of Bank. This clause shall
survive the termina6on of the Agreement.
27. Arbitration and Waiver of Jury Trial. Customer and Bank agree that the transactions
processed under this Agreement involves °commerce° under the Federal Arbitra6on Act (°FAA°). ANY
CONTROVERSY OR CLAIM BETWEEN CUSTOMER AND BANK, OR BETWEEN CUSTOMER AND
Page 9 of 13
ANY OF BANK'S OFFICERS, EMPLOYEES~ AGENTS OR AFFILIATED ENTITIES, THAT ARISES
OUT OF OR IS RELATED TO ANY SERVICE PROVIDED UNDER THIS AGREEMENT OR ANY
SERVICE AGREEMENT~ WHETHER BASED ON CONTRACT OR IN TORT OR ANY OTHER LEGAL
THEORY, INCLUDING CLAIMS OF FRAUD, SUPPRESSION, MISREPRESENTATION AND FRAUD IN
THE INDUCEMENT (COLLECTIVELY, ANY "CLAIM"), 1MLL BE SEITLED BY BINDING
ARBITRATION UNDER THE FAA. The arbitration will be administered by the American Arbitration
Association under its Commercial Arbitration Rules ("the Arbitration Rules°). IF A CLAIM IS SUBMITTED
TO ARBITRATION, (A) CUSTOMER WILL NOT HAVE THE RIGHT TO GO TO COURT OR TO HAVE A
JURY TRIAL; (B) CUSTOMER 1MLL NOT HAVE THE RIGHT TO ENGAGE IN PRE-ARBITRATION
DISCOVERY EXCEPT AS PROVIDED IN THE RULES; (C) CUSTOMER WILL NOT HAVE THE RIGHT
TO HAVE ANY CLAIM ARBITRATED AS A CLASS ACTION UNDER THE RULES OR UNDER ANY
OTHER RULES OF CML PROCEDURE; (D) THE ARBITRATOR'S DECISION WILL BE FINAL AND
BINDING WITH LIMITED RIGHTS TO APPEAL; (E) THIS AGREEMENT SUPERSEDES ANY PRIOR
ALTERNATIVE DISPUTE RESOLUTION AIdD/OR ARBITRATION AGREEMENT THAT MAY EXIST
BETWEEAI CUSTOMER AND BANK. This agreement to arbitrate disputes will survive the closing of
customer's account and the termination this Agreement or any Service Agreement.
28. Attorneys' Fees. In the event of any judicial or other adversarial proceeding between the parties
conceming this Agreement, the prevailing party shall be entitled to recover its reasonable attomeys' fees
and other costs in addifion to any other relief to which it may be entitled.
29. Successors. This Agreement and all the temns and provisions herein shall be binding upon and
shall inure to the benefit of the parties hereto and their successors and assigns.
30. Assignment No right or interest hereby conferred shall be assignable without the prior written
consent of the other party and any assignment made without such consent shall be null and void, except
that the Bank may assign this Agreement or any part of it to any of the Bank's affiliates or to a successor
of the Bank by merger or acquisition upon written notice to the Customer.
31. No Third Parly Beneficiaries. This Agreement shall not be construed to confer any rights or
remedies upon any person not a party to this Agreement, whether as a third party beneficiary or
otherwise, against Customer or Bank, their respective successors, assigns, and affiliates.
32. Captions and Headings. The captions and headings contained in this Agreement are for
convenience of reference only and shall not be used to limit the applicability or meaning of any provisions
of this Agreement
33. Entire Agreement. The terms of the Customer's Deposit Agreement(s) with the Bank are
incorporated by reference and made a part of this Agreement. In the event of any inconsistency beiween
such agreement(s) and this Agreement, then this Agreement shall control to the extent necessary. The
Customer agrees that this Agreement is the entire statement of the terms and conditions which apply to
the subject matter hereof. This Agreement supersedes any prior agreements between the parties relating
to these Services.
34. Wafirer. No delay or failure on the part of Bank in exercising any of Bank's rights under this
Agreement shall constitute a waiver of such rights and no exercise of any remedy hereunder by any party
shall constitute a waiver of its right to exercise any other remedy hereunder. Except for changes made in
accordance with this Agreement, no deviation, whether intentional or unintentional, will constitute an
amendment of this Agreement or will constitute a waiver of any right or duty of either party.
35. Severability. In the event any one or more of the provisions contained in the Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall be
binding and enforceabfe as if any such invalid, illegal or unenforceable provision had never been
con#ained herein.
Page 10 of 13
36. Constructlon. This Agreement is an agreement between parties who are experienced in
sophisticated and complex matters similar to the transactions contempiated by this Agreement, is entered
into by both parties in reliance upon the economic and legal bargains contained herein, and shail be
interpreted and construed in a fair and impartial manner without regard to such factors as the party which
prepared the instrument or drafted any prbvision thereof, the relative bargaining powers of the parties, or
the domicile of any party.
37. Termination. This Agreement shall remain in full force and effect from the date hereof until such
time as this Agreement is terminated by e'ither party as hereinafter provided:
(a) This Agreement may be terminated at any time by either party following ten (10) days prior written
notice.
(b) One parly shall have the right to terminate this Agreement immediately by giving written notice to
the other if the Bank or Customer. ceases to conduct business in the ordinary sense; has any
substantial part of its pro~rty become subject to any levy, seizure, assignment, application for
sale for or by any creditor or govemment agency; or is a party to an acquisition or if in the
reasonable judgment of one party there is an adverse change in the financlal condition or business
of the other party which impairs the ability of the other party to pertorm its obligations under this
Agreement; defaults under any other agreement between the parties, or makes any waRanty or
representafion which proves to be false or misleading.
Bank's election to terminate this Agreement is in addition to other remedies that may be available to the
Bank, and will not affect any obligations Customer may have to Bank arising prior to such terminafion. Any
reinstatement of Services under this Agreement will be at Bank's sole discretion and must be agreed upon
in wrifing by an authorized representative of Bank.
Upon termination, any property or rights of the other party, tangible or intangible, shall be retumed to it
within thirty (30) days after the later to occur of (i) termination of the Agreement, or (ii) the last date that
Bank receives any such property or rights.
Upon termination of this Agreement, (i) Customer will promptly pay to Bank all sums due or to become
due under this Agreement, (ii) then and thereafter, Customer shall have no further right to make use of
the Services or any System or Software which may have been provided in connection with any Senrice.
Bank and Customer agree that Sections 12, 13, 21, 22, 24, 26, 27, 28, 30, 31, 34, 36, and 38 shall
sutvive the termination of this Agreement.
38. Goveming Law. This Agreement shall be govemed by and construed in accordance with the
laws of the State of Oregon.
39. Notices. Any notice required hereunder shall be given by first class U.S. mail, postage prepaid,
by receipted hand delivery, electronically~ or by any other means agreed upon by both parties to the Bank
at the address set forth below and to the Customer (if sent by mail) at the most recent address shown for
the Customer in Bank's records. If any notice instructions are given, the provisions of such shall govem
the method and location for giving notice. Notice to Customer shall be presumed received on the third
business day after mailing thereof, and to Bank upon its actual receipt.
If to the Bank:
Bank of the Cascades
P O Box 369
Bend, OR 97709
Attn: Opera~ons Center
Page 11 of 13
IN VYITNESS WHEREOF, the parties hereto have ex~uted this Agreement tlvough t~heir duly authorized
of~Cers.
CITY OF MERIDIAN
BY:
~/ ~
TAMMY de EERD, MAYOR
Dated: ~ ~
~4-PPC~p B`~
Attest:
Coclr~uL ~-lS-O~S
BANK
BY:
TITLE: V eS '~L Ki~
~ tC~~''
Dated: °~1t°'~ ~p~
HOLMAN, CITY
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CLE~K $~I' =
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Approved as to Content '~~~~~''~~~~,~,~~~~~``~`~,~`Department App~oval
. ~/~ y~a~- ~d~
.
BY: BY:
KEITH S, PUR H ING AGENT ~ ~
~-~ NAME: S~ ~1~~ ~ C~u.64dh~
Dated: ~~l J d ~
~ TITLE: `F~ ti~ t ~ ~n C ~
Approved as to Fo
BY:
TE AIRD, DEP ATTORNEY
Dated: ~ ~6 d ~
Dated: ~ -1 ~ - 6~
BY: c~~a c.c,, ./ e~~.~-~ ~~°~ y/d 8
NAME: Stacy Kilchenmann
TITLE: Chief Financial Off'icer
Dated:
Page 12 of 13
ATTACHMENT A
1. Account(s) eligible to utilize the Remote Deposit Services
'~-bbc~~9 l (~_, 5cx~~'~- ~~ ,
r~v~ S
2. Customer daily deposit transmissions total shall not exceed $ 1,T~ ,~
3. Cut-off Tirr~e for receipt of balanced file to receive same day credit:
7:00 pm Pacific Time, Monday - Friday excluding federal holidays
4. Other Provisions
Page 13 of 13
Receipt Count Per Item Chrg
24128 0.07
8.75 months
325 months
1,688.96 Total to Date
193.02 Average per month to date
627.33 Average for remainder of budget year
2,3~ 16~.29 Total 2008/2009 Estimated
12 mon x $35
420.00 Maintenance fee
2,7 63-.29 Total Estimated to Bank Analysis per year
~annw rurcnase 1,435.~ Batch Scanner Purchase 2007/2008 Budget MUBS
1,435.00 Batch Scanner Purchase 2007/2008 Budget FINANCE
Budgeted 2008 6,000.00 2~870.00 One time purcahse fee
I** NOTE: Sing/e item sc~nners are pric~d at 695.00 could be used for other departments
Business Banking
~O!%~ANK OF TME
CAS CA~ ES
In Oregon
Bend • Redmond • Sisters • Sunriver
Prineville • Salem • Ke~er • Pordand
Medford - Grants Pass • Ashland
In Idaho
Boise • Garden City • Caldwetl • Eagie
Fruitland • Kuna • Meridian • Nampa
Toll-Free (877) 617-3400
www botccom
-~nee-FOtc • ivnsona caca • ~-~~~'
Bank of the Cascades Remote De~slt product allows you to make
deposits electronically from the convenience of your own office, saving
you and your business both time and money.
BENEFfTS:
• Irr~proves funds availability-same day credit until 7:00 p.m. M-F
allows the business to have a larger window for checks to clear
• Extends deposit window-beyond traditional banking hours and
on weekends
• Faster Recondlliadon-Ability to process checks with payment
coupons
• Reduces deposit preparadon costs-reduces labor, storage and
time
• Streamlines operadons~onsolidates multiple location deposits
into a single account, reducing transportation costs ~
• Reduces risk of fraud-accelerates check clearing, allowing retumed
items to be identified sooner, enhandng the collection process
• ElecOronk deposkea che~
. gpTC paatlng
Incoming ~~ p;ooam.rsrsamedaycue,~
Payments Sqnner ~
~:~.. ;' : r _ .. .,~ i~ye Fne
~ -~ _' . ~:;F J,... `, ~ Transm~sion
a¢ ;.
Bankoftl~e .._..
~d~ Payee Banks
How it Works
A scanner linked to a PC in you~ office produces an image file of the
deposited checks into a secure website via the Intemet Once the batch
1s balanced and approved, you can release it for deposrt. An
acknowledgement of your deposit and images are irr~mediately accessed
via the web.
The Bank receives the image transmission of the batched checks
throughout the day. Deposits are then posted to your checking account
in our normal daily processing cycle.
(see back forsystem requirements)
~-~4-os
Minimum System Requirements
Operating System
wndows 2000 or XP
Workstation
933 MFi~ 256 AAB RAM, 8 MB-Video, USB 2.0 ~rt, keyboard, mouse,l7°color monitor
Software
Adolx Acrobat 5.0 (free downla~d from Adobe availabie on www.adobe.com)
Java Plug in 1.4.2 (free download from Sun Microsystems available on wwwsun.com)
Browsers
• Miaosoft Intemet Explorer SS/6.0
• Firefox 1 S
• Netscape 8.0
• AOL 9.0
Intemet Connectivity
• Broadband or DSL
• Minimum speed 128 kps
Certified Scanners
• Panini M~sionX-duplex/batch 30 items per minute
• Panini M~sionX-duplex single item scanner
Pricing
Panini Batch Scanner Purchase
Panini Single Item Scanner Purchase
Monthly Maintenance (per scanner~
Per Item
$1,435.00
$695.~ (Provided to non-analysis aaounts)
Ma~ys~s Non-Analy~s
Account Fe~ Aacount Fees
$35.00 $65.00
$.07 ~i/c
~ NK OR TN6
CASCADES
Menba~iC
~-,a-os