HomeMy WebLinkAboutRES 10-279 RESOLUTION NO.10-279
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
THAT the City Council hereby approves an addendum to the Treasury Management Master
Services Agreement with Capital One Bank, attached hereto as Exhibit "A," to include
image cash letter services.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 2nd day of
November, 2010.
!"'Mayor Becky Ames -
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TREASURY MANAGEMENT- IMAGE CASH LETTER SERVICE ADDENDUM
This ADDENDUM describes Capital One,National Associations("Bank") Image Cash Letter Service. This ADDENDUM
incorporates the Master Services Agreement,which shall be taken and considered as a part of this ADDENDUM as if it were
fully set forth herein. In the event of inconsistency between a provision of this Addendum and the Master Services
Agreement,the provisions of this Addendum shall prevail.
SECTION L DEFINITIONS. "Checl" means an original check as defined in Regulation CC that is.payable on demand,
whether negotiable or not,and payable or endorsed to Customer. `Imaged Item"means the digitized image of a Check that is
captured by Customer and transmitted to Bank using the Service. ,
SECTION 2 THE SERVICE. The Banles.Image Cash Letter Service("Service)permits Customer to transmit imaged Checks to
Bank,to be processed by Bank as Imaged Items. Customer shall provide through its own methods or devices the captured check images
and check data,, including the magnetic ink character recognition formatting (MICR) information through electronic
transmissions.Customer authorizes Bank to process the Imaged Items as substitute checks, as may be applicable for further clearing
through any other financial institution,clearinghouse or the Federal Reserve Bank.
SECTION 3. PROCESSING. The Bank's cut-off time for Imaged Items to be processed on a same-day basis is 5:00 pm Cr
or 6:00 pm ET. Any Imaged Items received after this time will be processed on the neat business day. Deposits will only be
processed on Bank business days A schedule of the Bank's holidays can be provided upon request Imaged Items delivered by
the Service will be considered deposited on the day they are processed by the Bank and at the location where Bank or its
designated agent posts the credit to Customer's account
SECTION 4. WARRANTIES. Customer warrants to Bank that
(1) any image Customer transmits under this Addendum is a good and accurate image of the font and back of the Check,
0 any image Customer transmits under this Addendum will comply with the x9.37 format,as required by the Metavante xVision
X9.37 Companion Guide,which is attached hereto and which Customer acknowledges receipt;
(3) any information Customer transmits to Bank pursuant to this Addendum accurately represents all of the information on
time front and back of the Check as of the time the Check was truncated, including without limitation: payment
instructions placed on the Check by,or as authorized by,the drawer,such as the amount of the Check,the payee,and the
drawer's signature,information identifying the drawer and the paying bank that is preprinted on the Check,including the
MICR line,and 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,and
(4) there will be no duplicate presentment of a Check in any form, including as an Imaged Item, as a paper negotiable
instrument or otherwise.
(5) Customer will not transmit_any third party Checks under the Service. Customer represents that Customer is not now
engaged and will not engage during the tern of the Addendum in any business that would result in Customer being a
"money service business"as defined in the federal Bank Secrecy Act and its implementing regulations.
SECTION 5. SECURITY.
(1) Customer acknowledges that Checks and Imaged Items contain confidential and nonpublic person information about
Customer's customers. Customer shall completely and thoroughly destroy all Checks deposited pursuant to this
Addendum within a commercially reasonable period of time. Until the Checks are destroyed,Customer shall store them
in a safe and secure location. Customer will take appropriate security measures to ensure that only authorized persons
have access to Checks and that the information contained on the Checks or on any Imaged Item are not disclosed to
Capital One ConfidentialCapital One,N.A.•P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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EXHIBIT"A"
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unauthorized third parties,unless ordered to do so by the Texas Attorney General or a court of competent jurisdiction.If
so ordered,Customer agrees to immediately notify Bank,in wr itiug,of same
(2) Customer agrees to exercise due care in preserving the confidentiality of any user identification,password,test key,or
other authentication method provided by Bank or otherwise required for use of the Service. Customer assumes full
responsibility for the consequences of any unauthorized use of or access to the Service or disclosure of any
confidential information by Customer,its employees and agents.
(3) Customer acknowledges that Bank utilizes reasonable security procedures. Customer agrees to be responsible for any
transmission Bank processes or receives through the Service,even if it is not in fad authorized by Customer,provided
it includes a password or is otherwise processed by Bank in accordance with its security procedures. Customer also
acknowledges that when using a Third Party Agent to transmit Imaged Items, other than technical specifications
required by Bank,the Customer or Third Party Agent,not Bank,is solely responsible for establishing,maintaining and
following such security procedures as deemed necessary to ensure that files transmitted to Bank are intact, secure and
confidential until received by Bank.
SECTION 6. REQUESTED INFORMATION. Customer agrees to provide such information as requested by Bank in
order to qualify Customer for the Service, including without limitation, business activities, risk management processes,
geographic location, customer base, and employee policies. If qualified, Customer agrees to provide information and
documents as requested by Bank to facilitate investigations related to unusual transactions or poor quality transmissions or to
resolve disputes. Such documents may include copies of imaged documents or original documents,if available.
SECTION 7. SERVICE AVAILABILITY. Bank may at any time add,delete or change the features or functionality of the
Services at its sole discretion. Bank will notify Customer of the change as required by applicable law. If the change adversely
affects Customer's usage of the Service,Bank will attempt to notify Customer in advance of the change. The Service may at times
be unavailable to Customer, either with or without prior notice, for maintenance, security or other reasons, and Customer
acknowledges that factors beyond Bank's reasonable control may also cause the Service to be unavailable.If Customer is not able
to submit an image file via the Service,Customer should deliver the original Checks to the nearest Bank branch for deposit
SECTION 8. REJECTION OF IMAGES. Bank reserves the right to refuse to process or reject any Imaged Items for any
reason at its sole discretion. Bank may from time to time establish Service limitations,which Customer must follow.Bank shall
provide Customer teen(10)days notice of any such limitations.
SECTION 9. RETURN OF ITEMS. Bank will process any returned Imaged Items in accordance with applicable law and
the deposit account agreement governing the account for which the Imaged Item is presented.
SECTION 10. THIRD PARTY AGENT.
(1) Customer may appoint,as its limited agent;with respect to the performance of any activities relating to the Service,a third
party to perform such activities C hird Party AgerreD. Customer shall be solely responsible for all actions and
obligations of such Third Party Agent under the Addendum as if they were the direct actions and obligations of
Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for the Third
Party Agent's breaches of warranties and obligations under the Addendum,including liability for indemnification for
such breaches,as if the Customer breached such warranties and/or obligations itself.
(2) Customer agrees to notify Bank of each Third Party Agent it intends to use and other information that Bank may
require about the Third Party Agent. Failure to provide timely notice could result in the rejection of Imaged Items by
Bank. Bank may in its sole discretion choose not to accept Imaged Items from a Third Party Agent identified by
Customer. Notwithstanding any notification of Third Party Agent to Bank, Customer represents and warrants to
Bank that it has solely, independently and without reliance upon Bank, made its own appraisal of and investigation
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into the business, operations, intellectual property and other rights, financial, and other conditions, rights and
creditworthiness of any Thins Party Agent based upon documentation and other information it as it has deemed
appropriate and made its own decision to enter into a relationship with any Third Party Agent Customer also
represents and warrants to Bank that it will,independently and without reliance upon Bank,continue to make its own
analysis,appraisals and decisions with regard to any relationship with a Third Party Agent as it deems appropriate.
(3) Customer warrants to Capital One that any Third Party Agent is familiar with the relevant berms of the Addendum,and
shall at all times be in compliance with such terms,including without limitation,menage quality,prohibitiwn of duplicate
items,and proper storage and destruction of original checks. By enuring into this Addendum,Customer gives Bank the
right to communicate with the Third Party Agent in connection with the Service and to treat Third Party Agent
instructions as if the instructions were directly from Customer.
(4) Any software necessary for use of the Services by the Third Party Agent must be maintained by the Thud Party Agent,
and must meet technical specifications acceptable to Bank,as described in Section 2 hereof.
SECTION 1L AUDIT. Bank may at its reasonable discretion conduct an on-site inspect.of Customer's place of business to
ensure compliance with the provisions of this Addendum. Customer also agrees to provide to Bank upon request any internal
audits or assessments regarding compliance with the Addendum.
SECTION 12. INDEMNIFICATION. To the extent permitted by law,Customer will indemnify and hold the Bank harmless
frarn any liability,loss,injury or damage,including without limitation all incidental and consequential damages, together with all
related reasonable out-of-pocket costs and expenses,including legal fees,resulting directly or indirectly from: (1)any breach of
warranty or other breach,or failure to perform,under the terns of this Addendum;(2)any warranty or indemnity claim brought
against the Bank by a third party under 12 CFR 229.5% 12 CFR 229.53 or other regulations in connection with an Imaged Item
transmitted to Bank by Customer;(3)any loss by any recipient of an Imaged Item processed by Customer under this Addendum,
if that loss occurred due to the receipt of an Imaged Item instead of the Check;(4)any wrongful acts or omissions of Customer,
or any person acting on Customer's behalf(including without limitation Customer's authorized processor,if any),in connection
with Customer's use of the Services, including any misuse of the Services; and (5) without limiting Customer's other
indemnification obligations,which shall apply equally to actions taken by the Third Party Agent,all Third Party Agent's actions or
inactions relating to the Service,including those related to intellectual property claims. These indemnification obligations shall
survive the termination of the Addendum.
SECTION 13. TERMINATION. Notwithstanding the provisions of the Master Services Agreement,Bank may terminate the
Service at any time. Bank will try to provide reasonable notice and will provide any notice as required by applicable law.
SECTION 14. ACTIVATION PROCEDURES. This Addendum is to be reviewed by Bank for functional capability and
priced or modified as mutually agreed by Bank and Customer. When completed and accepted by Bank,a copy of this Addendum
will be returned to Customer.
SECTION 15. NO THIRD PARTY BENEFICIARIES. Bank has no obligation to any person not a party to this
Addendum No other person will be a direct or indirect legal beneficiary oC or have any direct or indirect cause of action or
claim in connection with,this Addendum.
SECTION 16. OTHER CONDITIONS.
A. All notices of other communications hereunder must be in writing or by electronic mail and shall be deemed effective
when delivered by hand or sent and received by certified mail,postage prepaid with return receipt requested, at such
addresses appearing herein,or to such other addresses as either party may specify in writing to the other patty or upon
receipt by the party by electronic mail. Any notices or inquiries regarding this Addendum or the Master Services
Agreement should be sent to:
Capital One ConfidentialCapital One,N.A.•P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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WAM
If to Bank: If to Customer:
Treasury Management Services Ginny Morales
Capital One,National Association City of Beaumont
P.O.Box 61540 801 Main
New Orleans,LA 70161-1540 Beaumont,TX 77701
Phone (888) 822-2274 Phone 409-880-3103
Fax (504)533-2913 Fax
Email Email
B. Customer's execution of this Addendum or use of any of the described services evidences Customer's agreement to be
bound by the covenants and conditions of this Addendum and the Master Services Agreement. We reserve the right
to chance the terms of this Addendum,upon 30 days written notice to Customer. You agree that your continued use
of the Services will constitute your agreement to the amended terms of the Addendum.
C. The undersigned represent and warrant that they have full authority to execute this Addendum on behalf of Bank and
Customer, respectively. If Customer is signing this Addendum on behalf of separate corporate entities, affiliates,
divisions or subsidiaries as well as on its own behalf,Customer hereby represents and warrants to Bank it has received
proper authorization or powers of attorney from each of such separate corporate entities, affiliates, divisions or
subsidiaries to bind them to the terms of this Addendum and the Master Services Agreement.
By crecuti,.,of this Addendum,Customer acknowledges its review and acceptance of this Addendum.
CAPITAL ONE,NATIONAL ASSOCIATION CITY OF BEAUMONT
Bank Customer
Authorized Signature Authorized Signature
<,Salesperson*
Print Name Print Name
Tide Title
Date Date
Capital One ConfidentialCapital One,N.A•P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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Bank
do
IMAGE CASH LETTER (ICL)
SCHEDULE A
1. CUSTOMER INFORMATION:
Customer Name:
Street Address:
City,State and Zip Code:
Requested Date of Service:
Number of Files Daily:
Estimated File Size(Items):
Estimated Monthly#of Checks:
(Aoexa wmu to this Wants,aun br ix wrwxg and will be chased ek*v,a&*mwnd by bark)
2. CUSTOMER CONTACTS:
Pritnary Contact:
Phone: Email
Secondary Contact:
Phone: Email
Technical Contact•.
Phone: Email:
Owxdwau to ibis m ton worst 1v in wriiixg and*i&be darned effective whex mand by bank)
3. IMAGE CASH LETPER(ICL)-FILE REQUIREMENTS:
File Naming Convention The ICL file name will be comprised of the following segments in the
following order.
f. Customer Warne
2. 8-digit date code
3. 6-digit time code(in 24-hour format)
4. Customer optional identifier
5. ".ICL"(file extension)
File Format The ICL file must be in ANSI X9.37 format,and trust conform to file
documentation supplied by Bank The ICL file should include an image of
the front and back of each check to be deposited,including its MICR line
and endorsement information. (Set#k attacbed Metatmsste Cbwk21 xViaon-
X9.37 Coy ow mr Grids)
Capital One ConfidentialCapital One,N.A.+P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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CaPW Bank
File Header Immediate Destination: 065000090
Immediate Origin. Customer Account#or Tax ID
ECE Institution Routing Number. Customer Account#or Tax ID
Bank of First Deposit: 065000090
Payox Banker RT#Credit Record: 608100001 (record 61)
File Characteristics The ICL file must contain at least one etedit item.
File Item Batching The ICL file must contain a batched subtotal for each group of 200-300
items contained in the file,with an extended aggregate total for all items
contained in the file.
Credit Advice If the file contains items belonging to more than one credit advice,the
items must be batched according to credit advice. The maximum number
of items per batch is 200-300.
File Item Limit Customer may send up to two file transmissions pet day. One file per
transmission. If die file is greater than 10,000 items,the Me mast be split
into two unique files(this is the exception to the one file per day rule).
File Deposit Cut-Off A valid,properly formatted incoming file must be received by 5:00 pm CT
or 6:00 pm ET to be credited the same business day. Files received after
5.00 PM CT or 6:00 PM ET Monday through Friday may not be processed
until the next business day. All files are subject to verification before
processing-
File Mailbox Capital One supports a variety of secure file transmission types:
- SFIP
Connect:Direct
File Inclusions The ICL file should include an image of the front and back of each check
to be deposited,including its MICR line and endorsement information.
Successful File Acknowledgement Upon successful receipt,an automated reply will be generated by Bank
Message Receiver indicating the date the file was received,byte size of the file,and successful
receipt. Customer must notify Bank if automated notification is not
received.-All files are subject to verification.
Item Image Quality Images must meet ANSI file standards in order to be processed
Item Image Quality Failure If the check image quality fails for items in the ICL file,you will receive full
credit for the deposit,and then the account will be adjusted for those items.
File Adjusted Items Resubmission Resubmitted adjusted items will follow standard Item Processing process.
File Failure Support In the event of a file transmission failure,Customer must contact Bank to
assist with resolving issue.
4. FILE DELIVERY METHOD: Secure FIP(sftp)❑ Connect Direct ❑
(Please select one)
Capital One Confidentia[Capital One,N.A. •P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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Ci
5. EMAIL ACNNOWLEDGE1b EMS:
Person(s)Receiving Email
Acknowledgement for Successful.File
Transmissions(Name&email address)
6. TRANSMITTAL EMAii, Upon successful file==nission,please send a Transmittal Email to
mailbox.
IMAGE CASH LETTER TRANSMITTAL INFORMATION
Please send an email to haveCashLggM@gWgWMdm&com mailbox immediately following the
successful transmission of your file to include the below information to Capital One Bank.
NOTE: The processing deadline for same day credit is 6:00 p.m.EST/5:00 pm.CST
For customer support, please call Treasury Management Client Services toll-free at 888-822-2274
(Louisiana.and Texas)or 866-632-8888(New York and New Jersey).
Subject Line: **'uat consist sckastonecomissat vmd use with eachtnumn t••*
Company Name:
Date of Transmission:
Total No.of Items•
Total Dollar Amount
File Name:
Capital One ConfidentialCapital One,N.A•P.O.Box 61540•New Orleans,LA 70161 •888-822-2274
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