TREASURY SERVICES AGREEMENT POSITIVE PAY SERVICE ADDENDUM
Bank of America. ~
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Treasury Services Agreement
Positive Pay Service Addendum
This Service Addendum is made between Client and Bank and, together with the General Provisions
between Client and Bank, forms the Agreement between the parties with respect to the Services defined
below. Capitalized terms used and not defined in this Service Addendum have the meanings assigned in
the General Provisions.
The accompanying List of Banks and Services includes the names of the Services currently offered by
Bank which are covered by this Addendum. Bank may update the list from time to time. Client may
contact its Bank representative at any time in order to receive an updated list.
1. DEFINITIONS
(a) "Service" means each Positive Pay Service which allows Client to identify and make
payment decisions regarding exception items.
(b) "User Documentation" means any written inform~tio:1 Sank provid,~sta CHerit, including
information in electronic format, as amended from time to time, which contains detailed instructions
regarding the use of a Service as provided by a particular banking center or office. User Documentation
may vary from one jurisdiction to another. Current User Documentation is available upon Client's request.
2. POSITIVE PAY SERVICE
(a) With a Service, Client can identify exception items, request photocopies and/or electronic
images of exception items and instruct Bank whether to payor return those items.
(b) Before using a Service, Client shall provide Bank a written list, in a form acceptable to
Bank, of persons authorized by Client to perform certain duties in connection with a Service. Client shall
update such list from time to time as necessary to reflect any changes in authorized persons. Bank may
rely on instructions from any person Bank reasonably believes is a person authorized by Client on the
applicable set up forms provided by Client to give such instructions.
(c) Client shall notify its Bank representative of the accounts for which it requests Bank to
provide a Service and its selection of either online processing or manual processing. With online
processing. Client may access the daily reports of exceptions via one of Bank's online systems and may
request photocopies of exception items, which Bank will fax to Client, as more fully described in the
applicable User Documentation. If available, Client may arrange to receive and display electronic images
of exception items. With manual processing, Bank will provide Client a report of exception items for its
review.
(d) On each Business Day, Bank provides Client a report of checks presented to Bank for
payment on the prior Business Day and which Bank has identified as exceptions, as more fully described
in the applicable User Documentation. Exceptions are determined by comparing checks presented to
Bank (either by other depository institutions or, where applicab:e, fer Gashing at one of our banking
centers) with lists of checks issued or canceled by Client which Client transmits electronically to Bank by
the time specified in the applicable User Documentation. Alternatively, Client may choose an option under
which Bank reports all checks presented for payment. In that case, Bank will treat all checks it receives as
exception items.
(e) Client must notify Bank the same day Bank reports exception items to Client, by the
prescribed deadline specified in the applicable User Documentation, which checks Client wants Bank to
payor which to dishonor and return, according to the default procedures in effect for Client. If Client fails
to notify Bank by the deadline, Bank will handle the exception items in the manner described under the
default procedures. Where available, Client may choose the default procedure. Where required, Client
will indicate which checks Client wants Bank to return are deemed by Client to be fraudulent. Bank's
deadline, default procedures and procedures for acknowledging pay and return requests are described in
the applicable User Documentation. Client may request a copy of any exception item in order to assist in
making a pay/no-pay decision.
3. CLIENT ACKNOWLEDGMENTS
(a) Client authorizes Bank to return or to pay any check in accordance with Client's
City of Clearwater
CCM-801 6-99
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POSITIVE PAY SERVICE ADDENDUM
instructions and the default procedure set forth in the applicable User Documentation.
(b) Client acknowledges that Bank will have no liability for payment of a check which is
unauthorized or fraudulent if (i) the check was included in a report of exception items, (ii) Client has not
selected a return default for exception items, and (iii) Client did not timely instruct Bank to return the-~
check.
(c) Client acknowledges that a Service does not preclude Bank's standard check processing
procedures, which may cause a check to be dishonored even if Client's instructions or the default
procedure do not otherwise require Bank to return such check.
(d) If Client declines to use a Teller Positive Pay Service offered by Bank, Client also
acknowledges that Bank has no liability for cashing, in good faith, a check presented at one of Bank's
banking centers even if such check would otherwise be an exception item.
(e) Client (i) acknowledges that Bank will use reasonable efforts under the circumstances to
respond promptly to proper requests for copies of exception items and (ii) agrees that Bank's failure to
provide copies does not extend the deadlines by which Client must notify Bank of pay/no-pay decisions.
(f) Client acknowledges that it must fulfill its responsibilities in connection with this Service
on each Business Day whether or not Client is open for business.
4. CHANGES TO PROCESSING INSTRtJCTIONS
Ciient may request Bank at any time to change the processing instructions for a Service by
contacting its Bank representative. Bank will not be obligated to implement any requested changes until
Bank has had a reasonable opportunity to act on them. In making such changes, Bank is entitled to rely
on requests purporting to be from Client. For certain changes, Bank may require that Client's requests be
in writing, in a form and manner acceptable to Bank, or be from an authorized person designated by
Client. In addition, certain requests may be subject to Bank's approval.
5. BANK AGREEMENT
Each of the Clients named on the signature page will be deemed a "Client" and each of the
banking institutions named on such page will be deemed a "Bank." The individual(s) signing on behalf of
each Client has the title(s) specified for the applicable Client and intends by so signing the Service
Addendum that each Client be separately bound by the Service Addendum. This Service Addendum,
together with the General Provisions between a Client and a Bank, will constitute a separate Agreement
between each such Client and each such Bank. This Service Addendum may be signed by Bank in
counterparts.
City of Clearwater
CCM-801 6-99
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POSITIVE PAY SERVICE ADDENDUM
By:
ngement
CITY OF CLEARWATER, FLORIDA
By ~h1~..:::B.~~
~::rne II
City Manager
:flj: 1 furm
Pamela K.'Akin
City Attorney
Attest:
City of Clearwater
CCM-801 6-99